BMC’s CODE OF CONDUCT AND GUIDE TO RESPONSIBLE PRACTICES

Introduction, Purpose, and Scope

The aim of this Code is to ensure the professional, ethical, and responsible behavior of BMC and all of its employees as they carry out their activities anywhere in the world. To this end, it defines the principles and values that should govern the company’s relationships with its groups of interest (employees, clients, vendors, collaborators, competitors, governments, society, and the environment).

The purpose of this Code of Conduct is to:

  • Establish organizational values that support the principles of sustainability and social responsibility.
  • Act as a guide for behavior, decision-making, and a better professional conduct.
  • Provide a common model for ethical behavior that is suitable for the company’s purpose and activities and that fosters sustainability and social responsibility throughout the company.
  • The Code of Conduct is to be applied over the course of all activities carried out by the company’s employees while performing their duties and tasks, as well as in the relationships we maintain with other interested parties: clients, vendors, collaborators, competitors, governments, society, and the environment.

Corporate Conduct

BMC aims to be a responsible member of society, acting with integrity and honesty with its clients, employees, vendors, associates, competitors, shareholders, and anyone else who may be involved in our activities. In our operations, we will comply with the current legislation in the countries where we do business. We make every effort to adjust to local situations within the limits of the current legislation and ethical, responsible corporate conduct. The current local laws and regulations may be superseded by international laws.

Vendors and Associates

We expect our vendors and associates to apply similar codes of conduct. We aim to work with vendors and associates who are committed to acting fairly and with integrity in their relationships with their stakeholders, and who comply with the legislation of the countries in which they operate.

It is BMC’s policy to duly and accurately account for all its financial operations. In order the comply with local and international anti-corruption legislation, it is very important that our accounting records correctly reflect (the nature of) the respective operations, in accordance with the applicable accounting standards. There shall be no “B” accounting or secret accounts.

Sustainable Development

In line with our commitment to sustainable development and our Corporate Sustainability Policy, we will undertake every reasonable and possible effort to minimize any adverse effects our activities may have on the environment.

Free Market Competition

We adhere to the principle of free enterprise and fair competition on the market, as the basis upon which we carry out our operations. and we act in accordance with the current legislation and regulations regarding competition.

Personal Conduct

Fair and equal treatment.

Within BMC, every employee has equal opportunities for personal appreciation and professional development, regardless of their personal history, race, sex, nationality, age, sexual orientation, or beliefs. The same applies to employee hiring practices. No kind of harassment or discrimination will be tolerated.

Health and Safety

We are committed to creating a safe work environment, with respect and mutual trust, undertaking all possible and reasonable efforts to protect the health and safety of our workers.

Child, Compulsory, or Forced Labor

We will not use child labor or any other kind of forced or compulsory labor. The minimum age to work with us is no less than 16 years old.

Product Safety

The safety, quality, and integrity of our products are the foundation of our sustainable development. This underlying principle rejects the use of materials, manufacturing processes, and non-authorized actions that may go against our rules or interfere with the sustainability of our company.

Innovation

We are committed to providing products and solutions that give our clients the best value. We focus on continual improvement and innovation in our products, in order to meet the needs of our clients.

Use and Protection of Assets

Every employee is responsible for the appropriate use, protection, and conservation of BMC’s assets and resources. This includes properties, assets, equity, financial data, company knowledge and information, and any other BMC rights. These assets and resources will be used exclusively to pursue and achieve company objectives, never for personal benefit.

Conflicts of Interest

BMC employees should avoid conflicts of interest between their personal and professional relationships. Personal benefits or interests should never get in the way of doing your job at BMC ethically.

Company Integrity

Gifts and Favors

Gifts and favors, of any kind (including entertainment), should never be given or accepted when they are given or received with the intention of influencing someone. Cash or cash equivalents (such as securities) will never been offered or accepted.

What does our policy say?
Business decisions should be based solely on the benefits for BMC, never on personal benefits that were or could be obtained. BMC employees can give and accept small corporate objects (such as promotional material with the name/logo of the company) to create and strengthen legitimate business relationships. However, given that favors and personal personal gifts may negatively influence business relationships, they may not be asked for nor given, especially in situations where they may compromise the integrity of business decisions or where they may seem inappropriate. Prior approval must be requested from a superior or local manager for exceptional circumstances.

The obligatory guiding principles are:

  • Exchanging gifts and favors with third parties may only be done as a business courtesy, as long as this practice is accepted, on a local level and within the sector, as a sign of appreciation and is in accordance with the applicable legislation and with the third party’s ethical policies.
  • The gift or favor must be given/done voluntarily and not be valuable enough to influence a business decision and/or lead to a dependent relationship or seem inappropriate.
  • If the beneficiary has decision-making power regarding an issue or decision still to be made that affects the interests of BMC, it must not be implied that the gift or invitation has been made for this reason.
  • Gifts and favors should never be given or accepted in the form of cash or cash equivalents.
  • It is strictly forbidden to give or accept personal financial advice, of any kind, to/from clients, vendors, or other business contacts.
  • When giving gifts and favors, you should check with and respect the other party’s ethical code of conduct, if they are available and it is possible, to be sure that they are also respected along with ours.

What does this mean in practice?

Small gifts of less than €100 and restaurant meals:
Giving or receiving small gifts is often a part of local culture; it’s also an international custom to discuss business affairs over a meal. Prior authorization is not required for these gifts, as long as their value is not excessive.

Trips and accommodation:
Sometimes, it can be necessary to pay for (or receive payment for) travel and accommodation expenses for (from) third parties, for example, to attend an event related to the business, such as a conference, seminar, or multi-day business meeting, or even an occasional leisure event. However, since these expenses can constitute a financial and personal benefit for the person whose expenses are being paid for, prior authorization is required from the next-highest management level. Normally, this permission will be given, as long as the following conditions are met:

  • These expenses are in line with the aforementioned obligatory guiding principles.
  • The trip is directly related to the promotion, demonstration, or presentation of BMC products or services.
  • The distance of the trip and the duration of the stay must be justified for good-faith business reasons, such as a meeting of all responsible persons for a trade fair, the availability of flights, etc.
  • Employees may not accept trips or accommodation from (potential) vendors, except for training and/or education, and only if the expenses are limited and reasonable in relation to the benefits of the training/education.
  • Expenses for spouses or other companions of the guests will not be paid for, except for exceptional occasions, when there is a social or cultural obligation, or when BMC organizes events for employees and their spouses.
  • Government authorities and federal agencies may have strict policies regarding accepting gifts, sponsorships, and tickets to sporting or other kinds of events. These policies must be respected.

Payments to Third Parties

Payments, made via remunerations or other methods, to agents, consultants, middlemen, distributors, intermediaries, government employees, and other similar third parties should be (1) in accordance with the applicable laws and regulations, (2) appropriate for the services provided, (3) be made only for legitimate services, and (4) be duly registered in our accounting books.

BMC divides payments to third parties into the following categories:

  • Payments for routine actions (“facilitation” payments).
  • Payments to third parties: agents, consultants, middlemen, distributors, intermediaries, and other similar parties.
  • Payments to political parties and politicians.

“Facilitation” Payments

These are small payments made to low-level government officials (customs, etc.) or employees in the private sector, as personal tips, to ensure or expedite routine operations that the person paying has the right to carry out. A characteristic of these “facilitation” payments is that the service obtained as a result of the payment is one that is already inherent to the work of that person.

Why are “facilitation” payments an issue?
They are a type of bribe, since they are used to obtain a preferential position or service.

  • Payments for routine actions are illegal in almost every country, including the Netherlands (only certain, limited legal regimes still allow for “facilitation” payments, but under strict conditions, such as in Canada, the United States, and Australia).
  • Paying for routine official events opens the door to more serious corruption issues.

What is our policy?
Since payments for carrying out routine actions (“facilitation” payments) can be linked to corruption, and by virtue of the applicable legislation, BMC is strongly opposed to making “facilitation” payments. We are conscious that these, in practice, create problems in the daily operations of companies in certain countries. If this is the case, you must discuss this promptly with your immediate supervisor or with the general director, to obtain guidance. In all cases, the applicable laws and regulations must be complied with.

Payments to Agents, Consultants, Middlemen, Distributors, Intermediaries, and Other Similar Parties (“Third Parties”)

Why can third-party payments be (or become) an important issue?
BMC’s general policy on corruption and bribery should not be ignored when making payments to third parties (thus eventually generating a last payment that will be in conflict with our policies). To avoid this, all payments for services provided by a third party to BMC must be clearly justified and logical.

What is our policy?
Accepting that a payment is to be made to a third party must be a decision based on an exhaustive assessment and evaluation by the manager responsible, of all the information regarding the payment in question, the services provided, the obligatory guiding principles listed below, and the third party to be paid.

Obligatory guiding principles:

  • Any payment made to a third party for services provided by them to BMC must be clearly justified and logical. BMC will only make payments for goods or services that have been received, based on documentation via an invoice.
  • Any payment to a company for a product or service must be made to that company, not to an individual.
  • Payments being made to so-called “numbered accounts” or those which are requested to be made to an offshore entity or person, are strongly discouraged, and these will always require prior authorization from the next-highest management level.
  • All payments must be correctly and duly recorded in the accounting books, so that they can later be inspected by internal and external auditors and local or tax authorities.
  • All payments must be made to a bank account that is agreed upon in writing. Payments in cash are strongly discouraged and will always require prior authorization from the next-highest management level.
  • Payments to government officials are prohibited.
  • Bribery is prohibited (this includes kickbacks).
  • The company or its employees shall not get involved in racketeering (including extortion, blackmailing, or requesting bribes), collusion (such as bid-rigging), or fraud.

What does this mean in practice?

  • Payments shall not be channeled through Third parties.
  • All payments to be made to a third party will be sent to that third party. In the case of distributors and/or agents, an exception to this rule can be made: payments made by BMC, under previously agreed conditions (such as discounts, deductions, etc.), can be funneled through the distributor/intermediary when these payments are destined to the end user. These exceptions can be granted after checking with the next-highest management level.
  • Payments made to third parties cannot exceed the normal, reasonable business percentages for the legitimate service provided by them.

Payments to Political Parties and Politicians

Payments to political parties are defined as donations of any amount to support a political objective. For example, these include payments made at local, regional, or national political fundraising events, via the donation of goods or services, payments to employees during work hours made with a political goal in mind, or paying political campaign costs.

Why is this an important issue?
Political donations can create problems for BMC because:

  • Political donations made by companies are vulnerable, since they can lead to abuse.
  • Political donations made by companies are illegal in many countries.

What is our policy?
BMC will not pay consulting fees, and will not make payments or donations, either in cash or in kind, to political organizations or politicians.

Payments to industrial associations or membership fees for organizations that work in the interest of the business are not considered political donations.

Work Environment

Our objective is to offer a safe, collaborative, inclusive workplace where the employees and business associates feel respected and appreciated.

Diversity and Inclusion

We foster diversity and inclusion:

  • Respecting the mix of talents, abilities, and experiences of each person
  • Appreciating every employee’s contributions
  • Fostering an environment of trust, frankness, and sincerity

Non-discrimination / equal opportunities:

  • We hire, treat, promote, and pay our employees and job applicants based on their merits, qualifications, and work performance.
  • We do not discriminate based on gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic background.

Combating harassment:

  • At BMC, we make every effort to provide a workplace that is free from harassment and disrespectful conduct.
  • This harassment includes undesired verbal, visual, or physical behaviors that create an intimidating and/or offensive environment.

Minimum Wage

All employees have the right to the legal minimum wage, in accordance with that established by the government.

Alcohol, Drugs, Guns, and Tobacco

  • It is absolutely forbidden to work under the effects of drugs and alcohol.
  • You are expected to perform your duties free from any substance that could affect your job performance.
  • No firearms or any other kind of weapon is permitted in our facilities.
  • Smoking is prohibited in all of our work areas: offices and warehouses.

Work-Life Balance

The company should consider the personal and family life of its employees and accommodate, as much as possible, their expectations and needs in this sense. To this end, it will foster reconciliation measures that provide a better balance between their needs and their work responsibilities, while not affecting the company’s competitiveness.

The company and its employees are also conscious of the specific characteristics of the sector it works in, and its limited possibilities for spatial and temporal flexibility in this line of work. However, in the pursuit of creating work-balance for its employees, it will implement the most suitable measures, such as:

  • Continuous work day
  • Reduced work day
  • Flexible work hours
  • Authorizations for duly justified absences
  • Creating work and vacation calendars

These measures, beyond those established in the current legislation, are especially geared towards employees who have the responsibility of caring for children or other dependents.

Workplace Safety and Health

The safety and health of our employees is our company’s priority. The company has an Occupational Risk Prevention Plan in place, and it has adopted the preventative measures necessary to reduce accidents and occupational illnesses.

In addition, the company will insist that vendors and subcontractors also apply these workplace safety and health rules and policies.

If you are not sure, ask.

Our Ethical Code is clear and transparent, but we know that real life is not so simple, and that we can find ourselves facing complicated situations.

Our key message, therefore, is: “IF YOU ARE NOT SURE, ASK”. Dilemmas can be handled and resolved by talking to your immediate supervisor or the director.

If you are not sure about a certain situation

If you are not sure if a certain situation that you are faced with at work could be considered a breach of the Code of Conduct, ask for clarification about it. You have three options to ask your question. You should use the one you feel most comfortable with and the person you trust the most.

1. Speak with your direct supervisor.
2. Speak with your General Manager, or with the person who manages your direct supervisor.
3. Send an email with your question to canaletico@bmcec.com.

If you have knowledge of certain actions

If you have knowledge of actions that you suspect may be in violation of the Code of Conduct, please request that these be investigated. There are three options to report irregularities (see above section).

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