Compliance
For RUAG, business relations with customers and business partners are based on integrity and partnership, trust and mutual respect.
Each day, we justify the trust that is placed in us:
We set ourselves ambitious targets, keep our word and follow the rules.
The RUAG Code of Conduct helps us to live by the clear values and principles to which we are committed – within the Group but also towards our customers, business partners, suppliers, the communities we form part of, politics, authorities and also towards our shareholder, the Swiss Confederacy. For RUAG, an act or behaviour is therefore only permitted if it complies with the applicable law and is in line with the Code of Conduct.
Against Bribery & Corruption
Zero tolerance for corruption
RUAG applies a zero-tolerance policy to corruption and rejects any form of bribery or any other corrupt behaviour. Benefits must always be of a lawful, neutral, suitable, appropriate and transparent nature.
Gifts and entertainment or other benefits can only be offered, given or received in good faith, only if they are in keeping with customary business hospitality, and comply with RUAG‘s own rules.
RUAG makes no donations to political parties.
It is prohibited to offer, provide or accept a benefit with the intention or effect of influencing the decision-making process of a business partner or public official.
In the same way, no benefits may be accepted that could influence RUAG‘s own decision-making process.
No gifts of an exaggerated value or other inappropriate benefits may be offered, given or accepted.
In particular, it is also prohibited to offer or provide benefits to public officials for routine governmental actions in order to initiate or expedite the performance of duties of a non-discretionary nature (facilitation payments). Exceptions may apply in case of potentially fatal danger to persons or personal security matters.
Benefits with a value exceeding the thresholds defined in the RUAG Group Directive on Anti-Corruption require written approval from the responsible Compliance Officer.
We employ appropriate measures to put our commitment to preventing corruption into practice. These include a personal obligation on the part of all employees, as well as contractual partners to refrain from any and all types of bribery. We review our contractual partners and their conduct on a case-by-case basis. We also train our employees and provide them with advice and support as required. In the event of relevant, concrete grounds for suspicion, we are prepared to abandon transactions.
Excerpt from the employee regulation
It is RUAG's declared objective to adhere to the applicable laws and regulations in all areas of its business activities. This applies particularly to the prohibition of corruption.
Employees declare their agreement with the following rules of conduct to prevent corruption:
- Money and pecuniary gifts may not be used for prohibited or dubious purposes;
- No unjustified advantage may be gained through favours to others of a financial or other nature;
- No favours of a financial or other nature may be accepted if the provider expects or is rewarded with an unfair advantage.
Contracts with Third Parties
Compliance aspects of contracts with third parties
Binding templates for contracts with third parties that support sales activities are available to all employees, together with explanations and a specific Group Directive. These are subject to continuous review and improvement following the risk-based approach described in the section below. Currently, these include the following main aspects:
- Conclusion of contracts with third parties that support sales activities always requires compliance approval.
- Detailed and comprehensible anti-corruption clause in the respective contracts, including the right to audit.
- RUAG's right to immediately terminate the contract and claim compensation if the third party violates the ban on corruption.
- RUAG's right to regular reporting from the third party on past and upcoming activities. If the third party fails to fulfil this obligation, a contractual penalty will be forfeited and the third party should expect the contract to be dissolved.
- Depending on the specific risk exposure, RUAG may ask for a statement from an independent, local legal expert confirming that the third party is a corporation duly organised pursuant to the applicable laws and that the contractually agreed activity and the compensation to be provided is admissible under the law governing the activity.
- RUAG has set upper limits for the commissions of agents, which are usually determined by a percentage of the contractual volume brokered. In addition, for high-volume customer contracts RUAG specifies a diminishing scale of commission, and always requires a cap on the agent's commission as an absolute figure.
Due diligence when selecting and instructing third parties
In a standard process, RUAG internally assesses the compliance risks related with all third parties that are support sales activities. Depending on the specific risk exposure, RUAG may ask external specialised service providers to conduct background checks on the third party, its shareholders and other affiliated legal entities and natural persons. The same procedure applies when existing contracts with agents come up for renewal, at the latest after three years.
Contracts with third parties that support sales activities may only be concluded on the basis of precisely specified standard contract templates. The template for agency contracts contains, inter alia, provisions concerning the amount of commission, the paying agency for commissions, the duty of the agent to provide regular reporting and, of course, an effective ban on corruption clause.
Trade Compliance
As a company under the ownership of the Swiss Confederacy, RUAG is aware of its responsibility as a supplier of military applications for aerospace and defence.
Military applications specifically include the export of defence products and the provision of defence-related services to customers abroad (i.e. outside Switzerland). RUAG is subject to and adheres to the local laws of the countries it operates in as well as Swiss export control laws, in particular the Federal Act on War Material (KMG), the Federal Act on the Control of Dual-Use Goods and of Specific Military Goods (GKG), the Federal Act on the Implementation of International Sanctions, Embargo Act (EmbG) and the Federal Act on Private Security Services Provided Abroad (PSSA).
RUAG delivers military and dual-use applications exclusively to identifiable, reputable business partners, thereby contributing to security, independence and stability.
Irrespective of their place of manufacture, all exports of military and dual-use applications must be in compliance with international law, Switzerland‘s international obligations and the principles of Swiss foreign policy.
Conflicts of Interest
Conflicts of interest are not only a threat to RUAG as a company, they also pose a significant corruption risk. Yet, all employees have their personal relationships and interests and in consideration of this, RUAG has issued a regulation that sets out the basic rules to handle any actual, potential or perceived conflicts of interest in order to avoid any negative consequences for both the individual employee concerned and RUAG as a company.
As sole shareholder, the Swiss Confederation exercises control over all decisions taken at the General Meeting. This also includes the election and remuneration of members of the Board of Directors. RUAG discloses details about the nomination process, appointment and remuneration of its Board of Directors in the annual reports. In addition, the members of the Board of Directors have no business relationship with RUAG.
Information and Security of Information
RUAG undertakes to protect and treat confidentially the information entrusted to it by customers, business partners, employees, or other stakeholders.
RUAG employees are obliged to keep confidential any proprietary or third-party business and trade secrets with which they have been entrusted or of which they have become aware in the course of their employment. This applies in particular to information about technologies or manufacturing, research and development processes and to business and financial data as well as customer information.
Code of Conduct for Business Partners
In light of its international operations, RUAG is committed to conducting business in accordance with ethical principles and applicable laws and in a socially responsible way. RUAG also expects conduct that is proper in every respect from its business partners – i.e. its customers, suppliers, service providers and their supply chains. To substantiate this, RUAG establishes certain minimum standards and informs its business partners of these standards.
The Code of Conduct for RUAG Business Partners is an integral part of our contracts with third parties and is binding on business partners.
Training Measures
RUAG attaches great importance to everyone who works for it being familiar with and practicing its Code of Conduct, its commitment to fair industry-standard conduct and its efforts to combat corruption. These rules have been set out in easy-to-understand language for all employees, and training is delivered accordingly.
Some training sessions are adapted to specific target groups considering employees' specific positions and tasks and the risks associated. Others are given in person by addressing staff and management at all RUAG sites worldwide, including board members. Other training sessions for all employees are given using e-learning tools where appropriate.
Training sessions are always provided in all appropriate languages, and the target groups are defined according to a risk-based approach with special emphasis on particularly risk-exposed functions, such as management functions, marketing & sales, procurement, government relations, HR and communications.
The effectiveness and the content of the training and communication program is measured, reviewed and updated on a continuous basis. This is ensured through feedback received during the discussions in the workshops, face-to-face conversations in daily business, employee surveys, measuring completion rates and response behaviour to specific sections and test questions in e-learning sessions, results of internal and external audits and systematic evaluations of the case statistics. The training and communication material is comprehensively revised at least every three years.
Compliance Organisation
The Head of Compliance function is responsible for anchoring RUAG's internal regulations throughout the Group by implementing and introducing directives and training and for operating the Integrity Line.
The Head of Compliance reports directly and regularly to the Audit and Risk Committee, to the Board of Directors and regularly in detailed personal updates to the Chairman of the Board. The shareholder is provided with summarised information on compliance issues within the context of quarterly reports and meetings as well as via the Annual Report.
The Audit and Risk Committee and the Board of Directors maintain the ultimate oversight of the compliance program with special emphasis on the program against bribery and corruption. Through regular compliance updates provided by the Head of Compliance, these bodies are in the position to assess the effectiveness of the compliance initiatives and specific measures implemented taking into account the results of internal and external audits, thereby ensuring that required adjustments to the program are implemented.
Sanctions and reporting of violations
In accordance with our values, all employees are encouraged to report immediately any information about violations of the Code of Conduct or of any applicable legislation. Violations of the Code of Conduct are not acceptable and will be sanctioned accordingly.
Depending on the severity of the violation in question, such sanctions may range from reprimands and warnings to immediate dismissal and to civil claims for compensatory damages and criminal prosecution.
Deliberately ignoring any infringements of the code by others or obstructing any investigation of violations is also considered a violation of the Code of Conduct.
Employees should have an objective reason to assume that the information they pass on and all related allegations are essentially true.
Employees who report known or suspected violations in good faith are protected against any retaliation. Any type of retaliation against employees who have reported violations in accordance with these principles constitutes a clear and serious violation of the Code of Conduct and will be sanctioned accordingly.
However, reports that are made with the intention of falsely accusing colleagues or managers will not be tolerated. Such conduct also constitutes a violation of the Code of Conduct and will be sanctioned appropriately.
Contact and Integrity Line
Another important element in combating corruption and other irregularities is the web-based RUAG Integrity Line. Employees and third parties anywhere in the world can use this system if they suspect or observe irregularities and violations, or if they have questions or need advice. The online tool is hosted by an external company and serves as an early warning system to prevent or detect compliance violations. The procedure for this is clearly regulated: if an employee notices irregularities, the first point of contact should remain his or her line manager, in the second instance a Compliance Officer (e.g. by using the compliance(at)ruag.ch e-mail address), Human Resources or the General Counsel. But if such a conversation is not possible or fails to achieve the expected result, the Integrity Line provides an additional option to report the incident via the RUAG website or https://ruag.integrityline.org, anonymously if desired. Reports are seen and processed only by designated RUAG specialists from the Compliance team.
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Topics for further reading
Weiterführende Informationen zu Compliance
Code of Conduct
