Code of Conduct

Introduction

VMS is committed to complying with all applicable laws and to always operating in an ethical and honest way. This Code of Conduct has been prepared to provide guidance for our business and to all those with whom we work. It sets out the framework of how we should deal with each other and our customers, suppliers, stakeholders and the environment in which we should operate. Crucially, this Code is built around VMS’s core values of Integrity, Innovation and Excellence.

This Code of Conduct applies to all VMS employees. Every employee is responsible for reading and following it. If you have any concerns about your own conduct or that of any other person, I encourage you to speak up and share your concerns. In the first instance, you should raise issues with your direct manager. Alternatively, you may contact a member of Group legal counsel.

Working in line with this Code of Conduct will enable VMS to continue building a business of which we can all be proud, and which reflects our ongoing commitment to our customers and our respect for each other.

Our policy

VMS is committed to conducting its activities with the highest standards of integrity and business practice in all dealings with employees, customers, suppliers, public authorities, shareholders and the general public.

This Code of Conduct and its accompanying policies apply to all VMS directors, officers and employees worldwide (collectively “employees”), all VMS companies worldwide, all joint ventures in which VMS is involved, and all third parties working on our behalf. It is a standing guide for conducting our business in an honest and professional manner and should be used in determining key business decisions and actions.

These principles are not intended to be all-inclusive, but they do provide the necessary guidance on our established way of doing business. Local or department guidelines may be issued in various sites to supplement or implement them. Furthermore, whilst many of our key policies are appended to this Code of Conduct, additional policies, may apply. Notwithstanding that they are not contained within this Code of Conduct, compliance with those other policies is compulsory.

VMS and all of our subsidiaries and employees must act in compliance with the laws and regulations of all countries in which they operate. National laws may sometimes require us to modify the practices that we have outlined here. Any waiver of these practices requires the prior approval of Group legal counsel.

Please keep in mind that failure to conduct business in compliance with this Code of Conduct may result in disciplinary action, up to and including termination of employment, and reporting to the relevant authorities.

VMS has designed this Code of Conduct to clearly set out and promote:

• our Employment Practices which are built on our core values and provide equitable employment opportunities for all employees and applicants; and
• our Personal Ethics, including honest and ethical business conduct, the handling of conflicts of interest and dealing with material non-public information;
• our Corporate Social Responsibility;
• our Commercial Integrity, including compliance with applicable rules and regulations such as, inter alia, competition and anti-bribery laws;
• the proper use of our Corporate Assets and Information.

This Code of Conduct should be the basis of your daily working practice. If you need further guidance in applying it to your specific situation, your direct manager should be able to help you. You may also contact Human Resources or Group legal counsel for more specific guidance or advice.

When in doubt, ask!

Our core values

Our business environment is constantly changing. However, what will not change is our commitment to our core values which form the foundation of our business. They are building blocks that demonstrate our commitment to our customers and our business as well as our respect for each other.

Integrity

Integrity is the act of behaving honourably, even when no one is watching. We will follow moral and ethical principles in all aspects of life. Integrity extends to areas such as decision making, interacting with colleagues and serving customers or clients.

Innovation

We take ideas and inventions and put them into a good or service that creates value for our customers. Innovations must be replicable at an economical cost and must satisfy a specific need. Innovation involves deliberate application of information, imagination and initiative in deriving greater or different values from resources, and includes all processes by which new ideas are generated and converted into useful products.

Excellence

Excellence is constantly striving to improve ourselves and the business. It focuses on continuous improvement, innovation and sustainability. These values define who we are as a company – to each other, to our customers, to our suppliers and to our stakeholders.

Employment Policy

Principles, rights and general conditions

Fundamental employment principles

Our employment environment is constantly changing. What will not change is our commitment to our core values which form the foundation of our Employment Policy. They are building blocks that demonstrate our commitment to our business and our respect for each other.

Fundamental rights at work

VMS respects the International Labour Organization (“ILO”) Declaration on Fundamental Principles and Rights at Work. Within these principles, VMS supports, among others, the freedom of association and effective recognition of the right to collective bargaining, the elimination of all forms of forced or compulsory labour, the effective abolition of child labour, and the elimination of discrimination regarding employment and occupation.

We do not allow child and forced labour and we therefore put the following measures in place:

• We verify age of job applicants and employees at recruitment and run regular reports to verify compliance on the minimum age requirements
• We verify legal working status of all employees at recruitment (as further explained in our internal Recruitment & Selection Policy)
• No presence of employees below the legal minimum working age as defined by local law
• Employees below the age of 18 are only employed in non-risk areas as defined by law, and
• We require any third-party, temporary or contract employees working for VMS or in VMS facilities to strictly follow all local laws related to child and forced labour

General conditions of work and social protection

The conditions of work, wages and other forms of remuneration will comply with national laws and regulations and will be consistent with applicable international labour standards. Where applicable, remuneration systems will be transparent, including the process and criteria being used, and communicated to all impacted employees. VMS is committed to providing decent conditions of work with regards to wages, hours of work, weekly rest, holidays, health and safety, maternity protection and ability to combine work with family responsibilities. VMS will provide social protection for employees as required in the country of operation and compensate employees for overtime in accordance with laws, regulations or collective agreements. VMS promotes health and well-being, such as care programmes and career mobility.

Social dialogue

VMS recognises that employers and employees have both competing and mutual interests. We recognise therefore the importance of social dialogue and its institutions, including at international level, as well as applicable collective bargaining structures.

In this respect, it is VMS’s policy to:

• Respect and not obstruct the right of employees to form or join their own organisations to advance their interests or to bargain collectively
• Provide reasonable notice to the appropriate government authorities and employee representatives bodies in order to mitigate any adverse impact to the greatest extent possible, where changes in operations would have major employment impacts
• Provide duly designated employee representatives with access to information that will allow them to have a true and fair picture of our finances and activities;
• Not to encourage governments to restrict the exercise of the internationally recognised rights for freedom of association and collective bargaining, and
• Offer interactive communication sessions with employees regarding working conditions in a structure approach

Union representation

VMS supports the presence of Unions or other types of collaboration and engagement with work force representatives across the globe.

Human development in the workplace

It is VMS’s aim to:

• Provide all employees with appropriate access to skills development, training and opportunities for career advancement, on an equal and non-discriminatory basis
• Facilitate, for employees being made redundant, when necessary and appropriate, any access to assistance for new employment, training or counselling, and
• Promote health and well-being, such as care programmes and career mobility

Employees and the workplace environment

Safety

VMS constantly strives to prevent accidents, occupational injuries and workplace illnesses by:

• Providing the appropriate physical conditions and protections
• Implementing robust procedures
• Fostering the right people behaviour, and
• Promoting work and life balance

Physical security

VMS aims at providing a secure business environment for the reasonable protection of our employees, products, materials, equipment and proprietary systems and information. Materials, equipment and systems incorporated into the design of our facilities will ensure adequate security. Physical security is the responsibility of all employees. You should report any breach of security to your direct manager.

Non-discrimination and diversity

We respect, value and welcome diversity in our workforce, as well as at our customers and at our suppliers. Our policy is to comply with all applicable laws and to provide equal employment opportunity for all applicants and employees without regard to non-job-related factors such as ethnicity, colour, religion, gender, national origin, ancestry, age, disability, veteran status, marital status or sexual orientation. This Policy applies to all areas of employment, including recruitment, hiring, training, promotion, compensation, benefits, transfer and social and recreational programs.

Workplace violence

VMS has a zero-tolerance policy for violence. Violence includes physically harming another, shoving, pushing, harassing, intimidating, coercing, brandishing weapons, and threatening or talking of engaging in those activities.

It is VMS’s aim to ensure that everyone associated with our business, including employees and customers, never feels threatened by any employee’s actions or conduct. It is everyone’s responsibility to prevent violence in the workplace. Employees can help by reporting any workplace incident that could indicate a co-worker is in trouble. Employees are encouraged to report any incident that may involve a violation of this Policy.

Harassment-free workplace

VMS is committed to providing a workplace free of all types of harassment. VMS strongly disapproves of, and will not tolerate, harassment or bullying of employees by managers or colleagues. VMS will also provide a work environment to protect employees from harassment by non-employees in the workplace.

Harassment or bullying includes verbal, physical and visual conduct that creates an intimidating, offensive or hostile working environment or that interferes with work performance, and which goes beyond regular business conduct. Some examples include racial slurs, ethnic or sexual jokes, offensive statements and intimidation tactics, regardless of their way of communication and including via electronic mail, and the use of pornographic screens or software. Sexual harassment includes behaviours such as solicitation of sexual favours, unwelcome sexual advances or other verbal, visual or physical conduct of a sexual nature.

Sexual harassment can also occur through electronic means (such as emails or text messages or by viewing pornographic websites) and through social media, regardless of whether the post was made during work hours or not. Where there is a link to employment, employees are subject to the same rules about sexual harassment in the virtual world as they are in the real world.

As such, employees are required to use technology and social media responsibly in the workplace and in relation to anything or anyone associated with the workplace. This extends to the use of technology and social media outside the workplace where there is a strong connection to the employment relationship (for example, between colleagues where the foundation of the relationship is a common workplace).

Work hours and vacation

At VMS, being at work on time and being available during normal business hours are part of our company’s commitment to our customers and employees. Start times are generally consistent with local business start times.

VMS supports flexible work hours / schedules when business requirements are met or exceeded as a result of this change. Rest periods and vacations meet at least the legal requirements in the concerned country.

Employee reviews

VMS is committed to developing a sustainable workforce by providing development and advancement opportunities to all employees to ensure that they have the opportunity to continually improve themselves to reach their full potential. It is understood that this is a two-way process which requires the employee to take responsibility for their own development. These reviews will be conducted annually.

It is important for all employees to know how they are performing with regards to the company’s expectations. To support employee reviews, VMS uses various personal review systems and communications. The personal development review is designed to encourage a two-way dialogue which culminates in the employee and manager agreeing to smart objectives as well as clear development needs and opportunities for career enhancement. The smart objectives are driven by the company objectives and flow down from the Leadership Team. Due consideration is given to how much an individual can support the achievement of our targets. The outcome of all personal reviews is used to drive the training and development programs.

To accomplish this, VMS will undergo negotiations with unions and other employee representatives where applicable and use neutral market data. The total compensation program is managed to achieve a commercially sustainable package in full accordance with the local rules and legislation regarding social security contributions and tax withholding in the applicable countries and is ratified, for example, in individual contracts or collective labour agreements for our employees. VMS funds management-approved reasonable business travel, education, relocation, in/expatriate expenses, business entertainment and other expenses necessary to conduct our business in line with our internal Travel Expense Policy. Individual employees are responsible for the accuracy, completeness and timely filing of the required forms, including appropriate backup documentation for reimbursements, advances of funds or credit card purchases.

Employee communication

Open communication

VMS promotes performance, teamwork and results through open communications. We encourage communications meetings at all sites, where employees have the opportunity to share any concerns with senior management. VMS also supports an “open door” management policy. Employees are encouraged to raise work-related concerns with their direct manager. If this is not the most appropriate person, they are encouraged to bring their concerns to the attention of the functional manager, Human Resources or any senior manager, up to and including the Chief Executive Officer.

Employee posting on the internet

VMS employees may choose, or be required by their jobs, to participate in social networks, public forums on the network, Internet mailing lists and so on. Employees may not represent VMS’s corporate opinion in these forums unless they have been specifically asked to do so. To avoid confusion, employees should indicate in their postings that the views they express are their own and not those of VMS.

Employees should remember that, even with this disclaimer, they will be identified with VMS and that their network behaviour reflects on the company in a broader way. In addition, employees should never comment on confidential or internal company matters, and should never comment on pending legal actions involving VMS, our customers or our partners.

All comments should be well informed and within the employee’s sphere of expertise. Further, if the posting affects others at VMS those affected should be advised of it in advance.

Complaints

In case of any misconduct, you should first contact your Manager, Human Resources, or Group legal counsel.

Corporate social responsibility

Many of the areas covered in this Code of Conduct fall under the broad heading of Corporate Social Responsibility (“CSR”) which describes how we interact with our stakeholders. VMS has adopted an overall Corporate Social Responsibility Policy which can be found in Appendix 1 – Corporate Social Responsibility Policy.

Personal ethics

Honest and ethical conduct

VMS expects all employees to act with the highest standards of honesty and ethical conduct while working on our premises, at offsite locations where VMS business is being conducted, at VMS sponsored business and social events, or at any other place where the employees are representing VMS. No employee, director or officer should take any unfair advantage of anyone whether through manipulation, concealment, abuse of confidential information, misrepresentation or any other unfair practice.

VMS does not tolerate any incidence of fraud committed by any employee or third party and is committed to taking immediate and appropriate legal and disciplinary action when fraud is committed or attempted. For further guidance, please see Appendix 3 – Anti-Fraud Policy. In all cases, if you are ever unsure about whether your proposed course of action is appropriate please seek assistance in interpreting the requirements of these practices by contacting your direct manager, your HR manager or, if not then resolved, Group legal counsel.

Conflict of interest

All employees are required to act in the best interests of VMS. All employees should avoid any activity or situation that is or has the appearance of being hostile, adverse or competitive with the company, or that interferes with the proper performance of their duties, responsibilities or loyalty to the company, especially where these could undermine trust or cause damage to VMS. For further guidance, please see Appendix 2 – Conflict of Interest Policy.

Commercial integrity

Compliance with applicable laws and statutory regulations

All employees must comply with all applicable laws and regulations. Employees are expected to be familiar with the legal and regulatory requirements applicable to their business responsibilities and to fulfil their duties in accordance with these laws and regulations. Questions concerning the applicability of any legal or regulatory provision should be directed to Group legal counsel

Competition and antitrust laws

VMS complies with competition and antitrust laws in all the jurisdictions in which we do business. VMS takes compliance with such laws very seriously and will not tolerate any breach thereof. The purpose of these laws is to encourage competition, which benefits consumers by prohibiting unreasonable restraints on trade. Generally any agreement, understanding or arrangement expressed or implied, formal or informal, in restraint of trade or commerce is prohibited by competition and antitrust laws.

All employees must avoid even the appearance of engaging in the restraint of trade. In no circumstances should any VMS employee communicate to any competitor commercial information that affects pricing, including costs, credit terms, allocation of markets, geographies, customers or lines of business. Any concerns and questions relating to competition law should be referred to Group legal counsel.

Anti-Corruption laws

VMS is committed to acting professionally, fairly and with integrity in all its business dealings. As part of this commitment to ethical business practices, VMS does not tolerate any form of bribery or corruption. Our procedures to support this commitment are set out in Appendix 4 – Anti-Bribery Policy.

The exchange or provision of modest gifts and hospitality may foster goodwill in business relationships. However, they must be strictly limited in value and frequency and be kept within the limits of customary business practices and all applicable laws. In any case, employees must not offer, request or accept gifts or hospitality designed to obligate, induce, support or reward improper conduct in connection with any business. For further guidance, please see Appendix 5 – Gifts and Hospitality Policy

Environmental, health & safety

VMS is committed to achieving a safe, healthy and environmentally friendly workplace, and is dedicated to principles and practices of “continuous improvement” in striving to provide high quality Environmental, Health and Safety (“EHS”) standards and practices for team members, customers, visitors, suppliers and the communities in which we live and work. VMS continues to demonstrate environmental responsibility through environmental management systems, compliance with all relevant environmental regulations and the involvement of our stakeholders. VMS strives to prevent accidents, occupational injuries and workplace illnesses by providing the appropriate training and support for employees, suppliers, contractors and visitors. For more details, please see Appendix 8 – Environmental Policy and Appendix 9 – Health and Safety Policy.

Company Assets and Information

Each VMS employee is responsible for protecting our assets, which include physical assets such as our buildings, equipment, machinery, vehicles and products. Our assets also include our intellectual property, trade secrets, our know-how and confidential information. Confidential information generated by or used in any of our business activities is considered an information asset and should not be disclosed, except when disclosure is authorized or legally required. This includes (but is not limited to) information originating from direct access to computer systems, information carried over networks, information preserved on portable electronic media and information appearing in hard-copy format.

Violations of the Code

The responsibility for the implementation of this Code of Conduct rests with all levels of management in our organisation and each employee. This Code of Conduct and its accompanying policies will be published throughout the Group. All levels of VMS management are responsible for ensuring that all employees are made aware of this Code of Conduct and their obligations.

Reporting violations of the Code

If any employee needs assistance in understanding the Code of Conduct or observes or suspects any violation thereof, they should first tell their direct manager. If the employee is uncomfortable speaking with their direct manager for any reason, they should contact Human Resources or Group legal counsel.

No retaliation

Employees can raise their concerns of violations of the Code of Conduct, or other illegal or unethical conduct, without fear that they will be disciplined or considered for dismissal. VMS will not permit retaliation of any kind against an employee for reporting information in good faith, which means telling the truth as the employee believes it to be.

Sanctions

VMS will not tolerate any violation of this Code of Conduct and will take appropriate disciplinary actions in accordance with applicable law, up to and including termination of employment. In addition, VMS may bring any violation of criminal laws to the attention of the appropriate law enforcement authorities.

Appendix 1: Corporate Social Responsibility (CSR) Policy

Application

VMS has established this Policy on the grounds of the ISO 26000:2011 framework. It applies group wide and includes – to the extent the Group can enforce or influence application – joint ventures, partnerships, suppliers, companies and other business entities in which the Group has a participating interest.

Organisational governance

Our organisational structures, decision making processes, visions, policies, targets and programmes reflect the commitment to social responsibility. We demonstrate leadership commitment to use financial, natural and human resources efficiently. Our management and employees create a culture in which the principles of social responsibility are practised, including among others, accountability, transparency, ethical behaviour, respect for international norms of behaviour, and respect for human rights. VMS is also encouraging two-way communication processes across our business and effective participation of all employees.

Human rights

VMS respects the Universal Declaration of Human Rights and is committed to adhere to and support the core principles of human rights which are:

• inherent, in that they belong to every person by virtue of being human;
• inalienable, in that people cannot consent to giving them up or be deprived of them by governments or any other institution;
• universal, in that they apply to everyone regardless of status;
• indivisible, in that no human rights may be selectively ignored; and
• interdependent, in that realisation of one right contributes to the realisation of other rights.

VMS expects every employee to actively support these principles.

In order to identify and address potential human rights issues, VMS makes assessments internally and across the supply chain. The assessments focus, in particular, on human rights risk situations, e.g. political instability, absence of civil rights, poverty, extreme environmental or health challenges, involvement of extractive activities, operation in close proximity to communities, involvement of children, culture of corruption, complex value chains, site security risks. It is our policy to:

• ensure that employed or contracted security personnel are sufficiently qualified;
• not provide goods or services to an entity that violates human rights;
• not enter into a formal or informal partnership or contractual relationship with a partner that commits human rights violations (e.g. modern slavery) in the context of the partnership or in the performance of the contracted work;
• be aware of the social and environmental conditions in which purchased goods and services are produced;
• consider making public statements, or take other action to demonstrate that we do not condone human rights violations, such as acts of discrimination in the workplace; and
• avoid relationships with entities engaged in anti-social activities.

Civil and political rights

VMS respects all individual civil and political rights (e.g. right to life, freedom of opinion and expression, freedom of peaceful assembly, freedom to seek, receive and impart information, the right to own property and the right to a fair hearing).

Economic, social and cultural rights

VMS respects the International Covenant on Economic, Social and Cultural Rights and avoids engaging in activities that infringe, obstruct or impede the enjoyment of economic, social and cultural rights such as the right to education, the right to work in just and favourable conditions, freedom of association, the right to an adequate standard of health, the right to an adequate standard of living in order to protect physical and mental health and well-being, the rights to food, clothing, housing and medical care, the right to necessary social protection in the event of unemployment, sickness, disability, death of a spouse, old age or in other circumstances beyond a person’s control, the right to practise a religion, participate in a particular culture and the right to have genuine opportunities to participate without discrimination in decision making. On a local level VMS is willing to contribute to the fulfilment of such rights where possible.

Wealth and income creation

Successful business is crucial in creating wealth in any community. It is our policy to:

• contribute positively to wealth and income creation through our businesses;
• consider local suppliers of products and services; and
• consider supporting appropriate initiatives to stimulate diversification of existing economic activity in the community.

Social investment

VMS supports social investment such as education, training, culture, health care and income generation with the aim of improving social aspects of community life. It is our policy to:

• not take advantage of a community’s dependence on our business activities;
• promote the community by participating in social development projects; and
• consider partnering with other organisations to maximise synergy.

Responsible political involvement

VMS supports public political processes and encourages public policies that benefit society as a whole. It is our policy to:

• avoid any kind of behaviour that undermines the public political processes, such as manipulation, intimidation and coercion;
• be aware of responsible political involvement and contributions, and to avoid any conflicts of interest;
• restrict the activities of people communicating or advocating on VMS’s behalf to those who have been approved by job description or contract;
• avoid any attempt to control or exert undue influence on politicians or policymakers; and
• prohibit activities that involve misinformation, misrepresentation, threat or compulsion.

Promoting social responsibility in the value chain

VMS encourages other companies to implement proper social responsibility standards through its procurement decisions. It is our policy to support good practices on ethical, social, environmental, health and safety and gender equality criteria in other companies. VMS has implemented a Responsible Procurement Policy accordingly.

Conflict free tin sourcing

VMS is committed to ensuring conflict free tin sourcing in order to comply with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act on Conflict Minerals. This law defines conflict minerals as certain minerals (such as Casseterite for tin production) originating from the Democratic Republic of Congo or adjoining countries. Our suppliers of products containing tin need to demonstrate traceability and accountability of the raw materials they deliver to us.

Respect for property rights

It is our policy to promote respect for property rights and not engage in activities that violate them such as counterfeiting and product piracy.

Consumers

VMS is aware of its responsibilities to consumers with regards to our products. We therefore constantly strive to increase the safety of our products. We keep up-to-date with health and safety laws, regulations and other standards to address all health and safety considerations. It is our policy to not engage in any practice that is deceptive, misleading or fraudulent, including omission of critical information. We provide accurate and clear information. VMS is committed to supporting sustainable consumption and we want to contribute by providing accurate information to consumers with the aim of ensuring that ethical, social, economic and environmental factors are taken into account. We offer consumers socially and environmentally beneficial products and services considering the full life cycle of the product, to reduce adverse impacts on society and the environment.

It is our aim to support initiatives that enable consumers to be well informed, conscious of their rights and responsibilities and to be able to make knowledgeable purchasing decisions. VMS is committed to supporting consumer education with regards to making responsible decisions on sustainable packaging via trade associations.

Community involvement and development

We aim to be actively involved in the development of local communities. We engage in a respectful manner with the community and its institutions in order to reflect and reinforce democratic and civic values. It is our policy to:

• consult representative community groups in determining priorities for community development activities;
• participate in local associations where possible and where appropriate; and
• maintain transparent relationships with local government officials and political representatives.

Education, skills development, culture

It is our aim to:

• promote education at all levels, and engage in actions to improve the quality of and access to education, promote local knowledge;
• encourage the enrolment of children in formal education;
• promote cultural activities where appropriate;
• consider facilitating human rights education and awareness raising; and
• consider participating in local and national skills development programmes, including apprenticeship programmes.

Technology development and access

Information/communication technologies are key for human resource development and technology diffusion in communities. It is our aim to:

• consider contributing to the development of innovative technologies that can help solve social and environmental issues in local communities;
• consider engaging in partnerships with organisations, such as universities or research laboratories; and enhance scientific and technological development with partners from the community.

Appendix 2: Conflict of Interest Policy

Policy Statement

VMS is committed to ensuring that its decision-making processes are not influenced by undue personal interests. VMS understands that the presence of a conflict of interest does not itself necessarily result in improper behaviour. In fact, there may be legitimate business reasons for engaging in activities or transactions which result in such conflicts. VMS is committed to ensuring that where there are any conflicts of interest, these are disclosed and recorded, thereby improving transparency and helping to safeguard the integrity of VMS and our employees. Employees are always required to act in the best interests of VMS. Any conflict of interest should be discussed with and approved by the employee’s direct manager.

Definition of conflict of interest

A conflict of interest arises where an employee’s personal or financial interests, or the interests of a Closely Related Person, conflict or potentially conflict with the interests of VMS, or where such interests unduly influence their business judgments, decisions or actions.

A Closely Related Person is:

i. a close family member of an employee, being a spouse or partner, a dependent child, a sibling and the spouse or partner of that sibling, a parent or parent-in-law, and any other relative with whom the employee shares the same household (“Family Member”); or ii. a company or other entity (including a trust or partnership), which is owned, managed, influenced or controlled by an employee or Family Member, including those entities in which the employee or Family Member holds a key position. Common examples of conflicts of interest include:

• purchasing goods or services in the name of VMS from a Closely Related Person;
• hiring or supervising a Closely Related Person;
• becoming a contractor, consultant or supplier to VMS while being employed at VMS; and
• having another job with one of VMS’s customers or competitors.

A conflict of interest may also arise where an employee’s actions or recommendations are influenced by bribes or gifts and hospitality. Please see the restrictions and recommendations set out in the Anti-Bribery Policy (Appendix 4) and Gifts and Hospitality Policy (Appendix 5).

Appendix 3: Anti-fraud Policy

Policy statement

The purpose of this Policy is to set out prevention and detection measures to mitigate and, where possible, avoid any fraud attempts. It also outlines the internal reporting requirements to efficiently report any fraud incident as well as the investigation and remediation of fraud.

We are committed to protecting the anonymity of those raising concerns and conducting investigations in a confidential and independent manner.

Scope & responsibilities

This Policy applies to all VMS associated companies worldwide and to all our employees, directors and officers. It governs any fraud, actual or attempted, either internally or externally, involving:

• our employees, including directors and officers; or
• any third parties with whom VMS conducts business (e.g. contractors, suppliers etc.).

Every VMS employee is responsible for the prevention and detection of fraud. We must all take prompt action to immediately report any fraud we suspect or identify as outlined in the Reporting section below.

Fraud definition

For the purpose of this Policy, the term “fraud” refers to any action or omission, whether attempted

or successful, which misleads or deceives, or which intends to mislead or deceive, any person for the purpose of obtaining an undue advantage and/or which results in an unjustified financial gain or loss for VMS. It includes but is not limited to:

• Misappropriation of assets: a theft or an improper or unauthorized use of VMS’s assets, such as VMS’s funds, products, supplies including scrap material and intellectual property;
• False accounting and financial reporting: an intentional misstatement or omission of material information in VMS’s financial reports or accounting books;
• Impersonation: any action to pass off as an VMS employee or supplier, such as document forgery to obtain undue information or payment by any means, including falsification of bank details;
• Malicious IT acts: any cyber-attack or unauthorized access to VMS’s IT systems;
• Non-compliance: any intentional infringement of any of VMS’s policies including the Travel and Business Expense Policy.

Fraud prevention

VMS has put in place the following safeguards to efficiently mitigate the risk of fraud incidents:

• a periodical fraud-risk assessment within the overall risk management system (“RMS”) to identify exposed areas and develop risk-mitigation strategies;
• an independent internal audit function;
• appropriate processes for internal controls including authorisation controls, reporting and investigation procedures; and
• sign off by all our employees to our Code of Conduct, including this Policy.
• VMS has various procedures, safeguards and processes in place to identify potentially fraudulent activity.

Fraud Detection

To protect the company, VMS strives to detect any fraud and requires all employees to be on alert for any signs of fraud such as:

• alarmist or overly complimentary language;
• abusive or aggressive requests;
• email address variation or domain changes;
• altered contact details for suppliers or their bank details.

VMS has various procedures, safeguards and processes in place to identify potentially fraudulent activity.

If you are in ANY doubt about initiating or authorising a transaction, do not do it and contact your Manager, Finance Manager or Chief Financial Officer.

Reporting

Identifying fraud at its early stages allows VMS to take prompt actions to mitigate any impact it might have. If you suspect or identify fraud, you must follow the below process and refer to the key contacts at the end of this Policy:

• Speak up without delay. Contact immediately your direct manager and your Finance Manager.
• Report promptly. Promptly notify the Group Compliance Committee (via Finance Manager)
• Document. Complete a Fraud Incident Report and submit it as soon as possible to the Group Compliance Committee.

All complaints will be dealt with in a strictly confidential manner. VMS is committed to protecting employees who raise concerns in good faith, where necessary (and permitted under national law) protecting their identity, and ensuring that they do not face any form of retaliation, discrimination or disciplinary action as a result of their raising concerns.

The Group Compliance Committee will inform the Chief Financial Officer. The Chief Financial Officer will report to the Board of Directors of VMS as necessary.

Investigation

The Group Compliance Committee has the responsibility to launch, supervise and finalize an investigation into any fraud in the manner described below:

• An initial assessment will be carried out to determine
  • whether public disclosure is required
  • whether it is necessary to appoint a specific dedicated team to assist with an investigation (the “Investigation Team”), taking into account the circumstances of the case
  • whether external assistance is required e.g. for legally privileged reasons
• The Investigation Team will put in place an investigation plan. The Investigation Team will consider matters set out in the Fraud Incident Report Form, but will not be limited to it and may, if necessary, conduct a broader investigation
• All work of the Investigation Team should be documented, including, if appropriate, the interviews.

All investigations into alleged or suspected fraud will be undertaken in an independent, open-minded, fair and proper manner. Investigations will be conducted with integrity, confidentiality and impartiality and ensuring that those on the Investigation Team have the necessary competence. Where applicable, the Investigation Team may refer suspected fraud to relevant national authorities for further investigation and/or criminal prosecution and provide further assistance to those authorities as may be requested. The Group Compliance Committee will periodically update the Board of Directors  regarding reported frauds and ongoing fraud investigations.

Remediation

The Group Compliance Committee will identify the group function responsible for the implementation of the appropriate remediation measures, which may include:

• Disciplinary procedures, which may result in various action, up to and including termination of employment of:
  • any employee directly involved in the fraud, and
  • any employee whose negligence, through lack of supervision and control, may have facilitated the fraud
• Legal actions to recover damages with the assistance of Group legal counsel
• Internal process changes to prevent re-occurrence of fraud

Closing Report

The Group Compliance Committee will prepare a report following an investigation into any fraud, which will include a summary of the facts of the investigation, remediation actions and key recommendations.  Upon clearance by the Chief Financial Officer, the Closing Report will be distributed to the Group Compliance Committee for review and will then be submitted:

• upon approval by the Group Compliance Committee, to the Chief Financial Officer; and
• if the Chief Financial Officer deems fit, to any other members of management

This Policy will be updated as necessary to reflect best practice and to ensure compliance with any changes or amendments to applicable laws.

Appendix 4: Anti-bribery Policy

VMS is committed to acting professionally, fairly and with integrity in all its business dealings including those with its customers, suppliers, competitors and employees. As part of this commitment to ethical business practices, VMS does not tolerate any form of bribery or corruption.

This policy outlines the behaviour and principles required to support this commitment. In particular, it outlines VMS’s procedures intended to ensure compliance with the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act (as amended or supplemented from time to time), or any other anti-corruption laws in countries where we operate.

VMS requires that all its employees are aware of, participate in and comply with all ethical obligations set forth herein. It will enable employees to recognize when issues arise; avoid prohibited conduct where the issues are clear; and promptly seek guidance where they are not. Group legal counsel is available to answer questions and clarify any doubts arising from this policy.

Relevant laws

VMS respects all national anti-corruption laws, including the three following laws which have a wider impact on our business:

The Australian Criminal Code  (“ACC”)

In Australia, each State and Territory has legislation criminalising bribery of both public officials and private individuals. The Commonwealth also criminalises the bribery of Commonwealth public officials under Divisions 141 and 142 of the Criminal Code. In Australia, bribing a foreign official is an offence under section 70.2 of the Schedule to the Criminal Code.

The UK Bribery Act (“UKBA”)

The UKBA prohibits bribing and offering bribes to any person as well as requesting or accepting a bribe, in both the public and private sectors. This means that it is not limited to the corruption of government officials.

The US Foreign Corrupt Practices Act (“FCPA”)

Among other things, the FCPA prohibits bribing any public official, directly or indirectly – regardless of nationality or local custom – to secure any concession, contract, or obtain any kind of favourable treatment.

Under the ACC, the FCPA and the UKBA, VMS may be held criminally liable if anyone providing services for or on behalf of the company including employees, agents, representatives, intermediaries, subsidiaries and joint ventures pays a bribe on VMS’s behalf.

Prohibited Activities

Bribes

VMS employees must not offer or accept bribes. A bribe is defined as a payment in cash or in kind, including goods, services, and the use of another company’s property, given to someone with the intent of obtaining favourable treatment from the recipient or a third party. Bribes may not be offered either directly or through a third party i.e. an agent, representative or intermediary. Both the giving and receiving of bribes is prohibited.

Bribes often involve monetary payments, but can include other benefits or advantages, such as:

• extravagant gifts, entertainment or travel expenses, particularly where they are disproportionate, frequent or provided in the context of on-going business negotiations
• loans, loan guarantees or other extensions of credit
• providing a (sub-)contract to a person connected to someone involved in awarding a main contract, and
• political or charitable donations made to a third party linked to, or at the request of, someone with whom VMS does business.

Facilitation payments

Facilitation payments are small payments or fees requested by government officials without legal basis to speed up or facilitate the performance of routine government action (such as the provision of a visa or customs clearance). In some countries it may be considered normal practice to make such payments, but they are often nonetheless illegal in these countries. VMS does not allow facilitation payments.

Agents, representatives, intermediaries and other third parties

VMS may be held criminally liable for acts of agents, representatives and other intermediaries who are involved in bribery when acting on VMS’s behalf. Before engaging a third-party, thorough due diligence should be undertaken, and consideration must be given to whether

• the use of such person is necessary
• the proposed person is appropriate for the role (including by reference to their expertise and any possible conflict of interest), and
• the proposed remuneration is appropriate

Agents, representatives and intermediaries engaged to represent VMS’s interests must comply with the VMS Code of Conduct which includes this policy. All agency contracts should be reviewed and approved by Group legal counsel.

Appendix 5: Gifts and Hospitality Policy

The exchange or provision of modest gifts and hospitality may foster goodwill in business relationships. However, when giving or receiving such gifts and hospitality, we must ensure that doing so cannot be perceived as a bribe or does not create a conflict of interest. This means that any gift or hospitality must be strictly limited in value and frequency and kept within customary business practices and all applicable laws. VMS´s gifts and hospitality policy must not to be intentionally circumvented.

Scope of the gifts and hospitality policy

The phrase “gifts and hospitality” means anything of actual or perceived value (such as presents, discounts, cash, cash equivalents, including vouchers or gift cards, travel, restaurants, hotels, etc.) from or to VMS employees, or their family members, third parties, actual or potential customers or suppliers, or government officials or their employees.

Special care should be taken with respect to gifts and hospitality to government officials. What is acceptable for a business person might be perceived as a bribe to a government worker.

VMS employees are reminded that a sample from a customer or supplier is VMS’s property and is not for personal use or profit.

Rules with respect to gifts

VMS employees may offer, give or accept gifts with a value not exceeding $200 AUD (or equivalent) subject to the following conditions:

• There is a justifiable business purpose
• There is no regular pattern of gift giving, and
• The gifts are not illegal or unethical

VMS employees must never offer, give or accept:

• Gifts which may be perceived to be designed to obligate, induce, support or reward improper conduct in connection with any business or future business, or
• Cash gifts

VMS employees must obtain guidance and prior approval of the local HR manager in respect of:

• Any gift or promotional item with a value that is or seems greater than $200 AUD per person;
• Gifts or promotional items with a cumulative value that is or seems greater than $200 AUD per person over a 12-month period, and
• Any gifts or favours to a government official or employee

Rules with respect to hospitality and entertainment

Provided that there is a justifiable business purpose, VMS employees may offer or accept:

• Working meals, if the work performed is proximate to a supplier or third-party facility and passes the common-sense test for reasonable behaviour in a business environment, or
• Tickets to sport or entertainment events, if they pass the common-sense test for reasonable behaviour in a business environment and the relevant VMS employee attends such event with the business partner

VMS employees must never offer or accept, in any circumstance:

• Hospitality or entertainment which may be perceived to be designed to obligate, induce, support or reward improper conduct in connection with any business or future business
• Entertainment from or to present to potential suppliers and customers, unless:

1. it is a multi- customer/supplier event, taking place in a professional environment; and
2. it does not, or does not appear to, influence purchasing decisions, create a conflict of interest or violate rules or proprietary exchanges of information

VMS employees must seek guidance and prior approval from the local HR manager in respect of:

• Any hospitality or entertainment of a nominal or perceived value above $200 AUD per person
• Hospitality or entertainment with a cumulative nominal or perceived value above $200 AUD over a 12-month period per person, and
• Any hospitality or entertainment provided to a public official or employee

Reporting and authorization

Any accepted gift or promotional item with a value greater than $200 AUD should be politely returned and reported to your direct manager or the local HR manager. If the item cannot be returned, it must be turned over to VMS. The gift can then be given to a charitable organisation.

VMS employees who know that they will receive a gift with a value exceeding $200 AUD must suggest that, instead of a gift, a donation be made to a charity. The employee should then notify their direct manager or the local HR manager.

VMS employees who receive an unexpected gift or hospitality which appears to be disproportionate, or who believes there is a hidden intent behind it, must declare the item to their direct manager or to the local HR manager.

In some countries, local customs encourage the exchange of gifts under certain circumstances. In these cases, the employee should submit a request to local HR asking for an exemption. Such requests must specify the employee’s understanding of the country’s customs and the proposed rules for gift giving and receiving, including the occasions on which such gifts may be exchanged and the AUD equivalent value of such gifts. The local HR manager will consult with Group legal counsel.

If approved, the local HR manager may inform any other concerned employees of such cultural customs and allow the exchange of gifts on an exceptional basis.

Some sample situations

• Business discussions held at lunch or dinner are acceptable
• It is permissible to give away plaques, supplier awards and prizes that are part of official programs with fair, openly-published rules for competing companies.

Appendix 6: Responsible Procurement Policy

Policy statement

Our Responsible Procurement Policy is the foundation of our responsible procurement program. It outlines the standards we require of our suppliers, in particular regarding key social, ethical and environmental topics, including modern slavery, discrimination and diversity, and workplace conditions. The policy sets out how we monitor adherence to our requirements and the consequences of a supplier not adhering to all requirements. We review the effectiveness of our policy and its associated procedures on an annual basis.

Supply chain verification and audit

We have implemented a risk-based management system, which helps us to identify and manage potential social, ethical, and environmental risks, including modern slavery risks, across our supply chain. Our approach is to verify our supply chains and audit suppliers.

Desktop risk assessment

Each year we conduct an in-depth risk assessment on a selection of suppliers. We take multiple factors into consideration when deciding which suppliers to focus on, including their industry, location and the risk of human rights abuses (such as modern slavery). We also continually monitor media sources to ensure that we remain alert to potential risks within our supply chains. Suppliers are reassessed regularly, every 1 to 3 years, with the frequency of this reassessment determined by the outcome of the previous risk assessment.

Onsite Assessments & Third-Party Audits

Based on the outcome of the desktop risk assessment, a supplier may be required to undergo an on-site assessment conducted by one of our representatives. The assessment includes content related to modern slavery.

Certification

To ensure that our suppliers respect and enforce our standards, including as regards ethical trading, our key supply contracts require suppliers to comply with all applicable laws and regulations and take appropriate steps to ensure there is no modern slavery in their business.

Accountability

Our policies, apply to all our staff, all joint ventures in which we are involved, and all third parties working on our behalf. All our staff are aware of our policies and their obligations, and certify that they have read, understood and agree to comply with the policy on employment.  We encourage all staff to report any concerns, including those regarding modern slavery, to their Manager.  We do not tolerate any violations of our policies. In the event of violations, we take appropriate disciplinary actions in accordance with applicable law, which may include termination of employment. In addition, we may bring violation of criminal laws to the attention of the appropriate law enforcement authorities. Our Responsible Procurement Policy applies to all our procurement activities.

Responsibility and Effectiveness

We remain committed to upholding human rights and safety in our supply chain and we review our progress and effectiveness in combatting slavery and human trafficking on an annual basis.

Appendix 7: Modern Slavery and Human Trafficking Policy

Policy statement

VMS makes this policy pursuant to the Australian Modern Slavery Act 2018, section 54(1) of the UK Modern Slavery Act 2015 and the California Transparency in Supply Chains Act 2010. It sets out the steps we have taken to combat modern slavery in both our own organisation and our supply chains.

VMS respect for human rights is an integral part of our core values and business principles, as outlined in our Code of Conduct. We foster a culture that respects dignity and human rights and we believe that conducting business with high ethical trading standards is fundamental to this culture.

Modern Slavery Definition

In this policy, the term “modern slavery” is inclusive of all forms of modern slavery, including human trafficking, forced labour, and child labour.

Scope & responsibilities

Our business and supply chains are involved with the manufacturing and distribution of systems and services. We purchase materials and services both locally and internationally. Supply chains are critical to our business and are carefully managed. The majority of our inputs are sourced within China, the European Union and the United States. Most of our supply chains are, by design, relatively short and stable. Our strategy is where possible to conduct business directly with suppliers and manufacturers. Doing business directly with suppliers helps us to ensure that the materials and services we source are ethical from origin.

Appendix 8: Environmental Policy

It is the objective of this Environmental Policy:

• to ensure material compliance with environmental and operational permits and other environmental regulatory requirements;
• to prevent incidents with environmental impacts; and
• to ensure good environmental practices and continual improvement through environmental management systems in our plants.

VMS recognizes its responsibility for the environment and is fully committed to the sustainable development of the organization through the implementation of this Environmental Policy. The Environmental Policy is part of VMS’s sustainability strategy and supports the achievement of the sustainability long term targets.

Roles and responsibilities

Employee responsibilities

• to conduct all business in line with this Environmental Policy;
• to follow instructions and work in accordance with the information and training provided by VMS (e.g. on correct disposal or handling of chemicals); and
• to report any hazards, equipment defects, or failings in the existing arrangements, to a responsible person (e.g. direct manager) at the first opportunity.

Management responsibilities

• to ensure compliance of their functional and operational area of responsibility with this Environmental Policy;
• to ensure sufficient resources to allow operation in accordance this Environmental Policy; and
• To conduct management reviews which include the environmental KPIs, incidents, environmental regulatory requirements, environmental issues, effectiveness checks of their operation’s environmental management systems

Employee functions

• to facilitate and drive implementation of group environmental practices and systems;
• to create a sensitive and supporting relationship with local authorities and trade associations in consultation with management;
• to conduct internal analyses, assessments and transfer of lessons learned;
• to ensure the results of impacts and assessments are communicated to management; and
• to take ownership for environmental topics.

Communication and training

VMS will communicate and make its Environmental Policy as well as its objectives internally and externally available. Engagement with relevant stakeholders should lead to active participation in achieving our sustainability targets. All employees of VMS must comply with the Environmental Policy. VMS will provide the education and training to ensure adherence to environmental requirements in all aspects of work and business according to each employee’s responsibilities. VMS will communicate its environmental targets and environmental performance to employees and external stakeholders by publishing a biannual sustainability report.

Environmental management

VMS will comply with all relevant international, national and local regulations relating to environmental matters as well as with internal environmental demands (e.g. arising from VMS’s environmental control standards).

Environmental practices

Environmental management is fundamental to our business performance. An established philosophy of continual improvement supports the implementation and maintenance of environmental management systems at all our locations.

Environmental incidents must be reported to the CEO in accordance with the Environmental Incident Reporting procedure. All such reports will be investigated depending on their severity as set out in the procedure, including a root cause assessment and definition of corrective actions.

Appendix 9: Health & Safety Policy

A core value for VMS is to maintain a safe and healthy workplace for all employees. VMS is committed to comply with the laws that regulate safety and health, and also manage and improve workplace behaviours that can lead to injuries and illnesses. VMS accepts the responsibility for leadership of safety and health programmes, and for aggressively maintaining the necessary safeguards required to provide safe working conditions. It is our belief that employee interest, involvement, responsibility, and teamwork all lead to injury and illness prevention. To this end, VMS insists that all employees will be given the opportunity to be involved in creating our collective safe workplace. VMS expects every employee to comply with the Health & Safety Policy.

Safety management framework

VMS has established a safety management framework on which the Safety management programme is structured. The framework is rooted in our core values and corporate principle of standardisation expressed as “One Brand, One Vision”. This framework has four interconnected pillars of safety management as indicated below. Underpinning this framework is a clearly defined process for driving continuous improvement and strengthening of safety culture. This Framework and Process have been branded “BSafe!” VMS has established the BSafe! programme not just because of an obligation to do so but because VMS cares for the safety and wellbeing of each of its employees.

Incident reporting and lessons learned process

All Incidents have to be reported into VMS’s internal KPI reporting systems. This allows standardised rapid and clear communication of incidents within a 24 hour period. Following on from the initial incident notification a detailed 8 step problem solving process begins which identifies root causes and solutions which will either eliminate or significantly reduce the risk of a repeat. This 8 step process is expressed visually on “Event Maps”. Following on from a plant’s close out on an incident a “Lessons Learned” review is undertaken by Senior Operational Management and agreement made as to what corrective actions need to be deployed throughout the entire organisation to prevent a repeat anywhere in the business. These “Lessons Learned Deployment Actions” are tracked to completion via our internal reporting system.

Risk assessment

At the heart of any safety management system is a robust process of risk assessment. This is no different in VMS where the process has been defined in VMS’s Best Practice System. The process requires that risk be identified, quantified and monitored controls put in place to manage risks. The lessons learned process also provides an input to the risk assessment process. Risks typically managed relate to machines, job tasks, handling, use and exposure to chemicals, and work place environment such as noise, lighting or heat. Each plant is required to both establish and maintain a register of risks. Employees are encouraged to participate in the risk assessment process.

Training

The risk assessment and lessons learned process links directly to the safety training of employees through formal classroom sessions. These include comprehension testing of developed Standard Operating Procedures (“SOPs”) and/or Safe Systems of Work (“SSOW”) and on the job training to ensure employees are fully aware of health and safety issues relevant to their plant and position, as well as a practice review by management. Formal training records must be maintained.

Health check-ups

Where the risk assessment process has identified, or where legally required as a result of health exposure risks associated with our operations (e.g. noise, exposure to dust or solvents), VMS conducts regular mandatory health monitoring checks and all records are kept.

Ownership and culture

Success in safety management can only be achieved when all employees own and drive these processes. As such VMS has defined four pillars to strengthening safety culture. Each pillar is underpinned by supporting guidance materials. The pillars are:

• Leadership to establish;

• Communications to focus;

• Engagement to own; and

• Empowerment to sustain.

These pillars are integrated and embedded into VMS’s internal audit review process, with guided question sets, and are defined best practices with supporting examples of how Best Practice has been implemented. Further VMS is committed to conducting regular “Safety Perception” surveys which allow VMS to gauge the strength and health of the safety culture in plants.

Responsibility and accountability

VMS has structures that clearly define accountability and responsibility in both management and support functions for not only the maintenance but progression of safety standards and culture in all our facilities.

Dedicated structures for health and safety are in place to ensure responsibilities are clear and taken on, which is essential for the successful implementation of the Health & Safety Policy. Ultimate responsibility for health and safety is with management.