Code of Conduct | Carter Industrial Company

Our Code of Conduct

We take great pride in our commitment to excellence and responsible practices. Our reputation has been built upon a long and successful history of delivering high-quality products that enable our customers to enjoy a sustainable and active lifestyle. Equally important is how we conduct ourselves in relation to the world around us.

Our Code of Conduct is rooted in our core values, embodying our Shared Passion for Smart Solutions that Enable an Active Life. It guides our conduct throughout the entire value chain, offering clear directives and principles that govern our operations. We operate with the understanding that compliance with legislation and regulations is a fundamental expectation. Furthermore, we align our Code with international standards set by esteemed bodies such as the UN's Declaration of Human Rights, the principles of the UN Global Compact, and the guidelines of the ILO (International Labour Organization) and OECD.

Carter Industrial Company is dedicated to proactively reducing our environmental impact and prioritizing the health and safety of all individuals involved in our operations. We embrace the precautionary principle, taking pre-emptive measures at the first sign of potential harm to the environment or people's well-being.

Our Code of Conduct applies to all members of our organization, including our Board members, employees, suppliers, business partners, and subcontractors. It is divided into four essential parts: Business Ethics, Working Conditions and Human Rights, Intellectual Property Rights, and Environment. Each section outlines the specific expectations and standards we uphold in these critical areas.

We strongly encourage all employees, suppliers, and external business partners to report any suspected violations of the Carter Industrial Company Code of Conduct. Your observations and concerns are valuable to us, and we are committed to addressing them promptly and confidentially. We provide dedicated reporting channels to ensure that those who come forward in good faith are protected against any form of retaliation.

Carter Industrial Company Code of Conduct

1.  Introduction and Purpose of the Code of Conduct - Carter Industrial Company

The Code of Conduct serves as the foundation for our operations at Carter Industrial Company, a leading GRS-certified synthetic leather manufacturer. This Code of Conduct, referred to as the 'Code,' has been developed to ensure fair and safe working conditions, uphold human rights, foster responsible environmental practices, and maintain high ethical standards within our organization.

The Code establishes the principles and directives that guide our business conduct. It encompasses fundamental values that govern our interactions and behaviours with employees, customers, suppliers, authorities, and other stakeholders. It sets forth a minimum standard for acceptable conduct, reflecting our commitment to integrity and responsible business practices.

Carter Industrial Company is unwavering in its stance against any violations of this Code.

1.1.               Directives

Carter Industrial Company is dedicated to complying with internationally recognized standards and frameworks, including but not limited to the Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights, the UN Global Compact's principles in the areas of Human Rights, Labour, Environment, and Anti-Corruption, the core conventions of the International Labour Organization (ILO) outlined in the Declaration on Fundamental Principles and Rights at Work, the OECD Guidelines for Multinational Enterprises, as well as applicable legislation such as competition law and anti-corruption law.

In accordance with these common guidelines and policies, Carter Industrial Company may implement local guidelines and policies to account for specific local aspects and comply with local laws. Our internal policies and guidelines, including the Carter Industrial Company Corporate Governance Manual, provide further details on our principles and guidelines.

1.2.               Applicability of the Code

This Code applies to all individuals within Carter Industrial Company, including our board members, management (including Group management), and employees. Additionally, it extends to the extent applicable to our suppliers, business partners, subcontractors, and corporate customers. We expect all parties associated with our organization to uphold the principles and standards outlined in this Code, fostering a culture of integrity and responsible business conduct.

2.  Fair Business

Carter Industrial Company is committed to fair and free competition in all aspects of our business operations. We uphold and respect the laws of the countries in which we operate and conduct business. Our business conduct is characterized by integrity, honesty, and accountability. The Code establishes a minimum standard for appropriate behaviour, and in cases where local laws or regulations are more stringent, the local laws and regulations must always take precedence.

2.1.               Competition Principles

We strictly prohibit engaging in illegal industrial cooperation or cartels. Instead, we adhere to fair business competition principles, marketing practices, and advertising standards. We are dedicated to continually improving the safety and quality of our products, ensuring they meet the fair assessment standards of our consumers.

2.2.               International Trade Compliance

Carter Industrial Company complies with trade compliance regulations and other laws governing the transfer of goods and technology. Whether transactions cross borders or are conducted within the same country, they may be subject to national and international customs, import, or export control regulations and processes. These measures are in place to ensure compliance with international trade laws. Export control laws regulate the cross-border shipment of goods, software, and technology that may have military or weapon purposes. Additionally, certain countries control the release of technical data to foreign nationals within their borders. Our employees are responsible for providing customs with complete and accurate import and export documentation, including comprehensive product descriptions for proper classification of goods.

2.3.               Anti-Money Laundering

Carter Industrial Company is committed to complying with anti-money laundering and terrorism financing laws, which are prevalent in most countries worldwide. Money laundering occurs when funds or assets, directly or indirectly derived from criminal activities, are placed in the economy to make their source appear legitimate.

2.4.               Anti-Bribery and Gift Giving

We unequivocally reject the offering, requesting, or acceptance of bribes, extortion, or money laundering. We encourage our employees to avoid situations where their loyalty to the company may conflict with personal interests. Carter Industrial Company maintains a zero-tolerance policy towards bribery, and no employee should offer or accept a gift that could be perceived as an improper benefit. An improper benefit refers to anything that might influence the recipient's behaviour by encouraging disloyal or illegal actions for personal gain.

Employees are prohibited from accepting, offering, or providing any gifts, benefits, payments, or entertainment that could compromise objectivity and professional judgment. Only gifts, rewards, events, etc., of modest value (up to the local maximum tax-free amount) that do not impact the recipient's behaviour are permissible, provided they are openly presented, promised, or offered.

2.5.               Avoid Conflicts of Interest

Employees must not utilize their employment with Carter Industrial Company for personal gain, and they should avoid engaging in external financial interests that may conflict with the company's interests. It is crucial to disclose any personal or family financial interests in operations or companies that have business relationships with Carter Industrial Company. Such relationships must be disclosed in advance to assess their appropriateness.

Employees should refrain from engaging, with or without compensation, in activities that could present or appear to present conflicts of interest with Carter Industrial Company's interests.

2.6.               Co-Operation with Authorities

We maintain appropriate cooperation with authorities in the countries where we operate, as well as other relevant authorities. When requested by authorities, we respond in a timely, accurate, and well-documented manner. We neither hide nor disclose information from authorities that should be reported in accordance with national laws and regulations.

During audits in various areas, we cooperate with and show respect towards representatives from the authorities.

If a competition authority conducts an unannounced inspection (a "dawn raid"), employees must cooperate fully with the representatives and refrain from obstructing the inspection in any way. Breaches of competition law can have severe economic and legal consequences for both the company and the individuals involved. Therefore, it is important for all employees to be vigilant for potential breaches. If an employee is uncertain about the permissibility of an action or omission, they should contact their immediate manager as early as possible.

2.7.               Political Involvement

Carter Industrial Company strictly maintains neutrality concerning political parties and candidates. The company's name and resources shall not be used to promote the interests of any political parties or candidates.

2.8.               Donations and Sponsoring

Charitable donations and sponsorships at Carter Industrial Company must be free from any suspicion of bribery or conflicts of interest, whether direct or indirect. They should be supported and appropriately documented. Employees must ensure that charitable donations and sponsorships are never offered as incentives or rewards for obtaining or retaining business or for any other improper purpose.

3.  Human Rights and Fair Labour Conditions

We support and respect international human rights standards, as outlined in the UN Guiding Principles for Business and Human Rights. We strive to ensure that our operations do not contribute to or cause any adverse impacts on human rights. Furthermore, we are dedicated to preventing and mitigating adverse human rights impacts within our supply chain to avoid complicity in any human rights abuses.

3.1.               Fair Employment Conditions

At Carter Industrial Company, we comply with and respect local laws regarding working hours in the countries where we operate. We ensure that the wages we pay for a standard working week always meet or exceed the statutory minimum wage, prevailing industry wage, or wage negotiated in collective bargaining agreements, whichever is higher. We do not engage in business partnerships with suppliers who do not adhere to the same principles as us regarding work hours and minimum wages.

3.2.               Freedom of Association

We hold the utmost respect for individual rights and demonstrate good faith and mutual respect when interacting with our employees and their representatives in the workplace. We fully support our employees' rights to form and join organizations of their choice and to engage in collective bargaining. We also expect our suppliers to respect and uphold the rights to free association, allowing their employees to organize and bargain collectively without any unlawful interference or reprimands.

3.3.               Forced Labour

Carter Industrial Company unequivocally rejects all forms of slavery, forced or compulsory labour, and human trafficking within our own operations and business relationships. We regularly conduct self-assessments and risk assessments of our suppliers and contractors involved. We only collaborate with third parties who ensure compliance with our Code of Conduct, and we do not contract or purchase materials from business partners employing any type of forced or bonded labour.

3.4.               Child Labour

Child labour is strictly prohibited in our manufacturing and operations, and we do not support or engage in any business relationships with suppliers that employ child labour. We define "child" as any person below 15 years of age unless the minimum age law stipulates a higher age for work or mandatory schooling, in which case the higher age prevails. At Carter Industrial Company, we prioritize initiatives and projects focused on children's well-being, including those aimed at helping disabled children, promoting sports and outdoor activities, supporting education, and ensuring the eradication of child labour.

3.5.               Non-Discrimination and Harassment

We value diversity and recognize the business benefits it brings, striving to maintain a diversified workplace. Discrimination or harassment of any kind is strictly prohibited at Carter Industrial Company. We maintain a zero-tolerance policy for any form of discrimination or harassment based on age, ethnic, social or national origin, skin color, gender, sexual orientation, civil status, religion, political opinions, disability, or any other reason. Dismissal or discrimination on the grounds of pregnancy or parenthood is not tolerated. We expect all employees, consultants, and subcontractors working within our Group to experience an environment free from harassment, bullying, threats, and discrimination. It is the responsibility of all leaders, managers, and individuals within our company to uphold and respect these terms. We do not engage in business partnerships with suppliers, subcontractors, or any other entities where discrimination and harassment are tolerated. Sexual harassment, abuse, or unwelcome sexual invitations are strictly prohibited, and any violations will be addressed with appropriate disciplinary actions and reprimands.

3.6.               Head and Safety and Work Environment

At Carter Industrial Company, we only collaborate with business partners who provide their workers and employees with a safe and healthy work environment. This also extends to business partners who offer residential facilities for their employees. We firmly believe that providing a safe, healthy, and inspiring work environment is essential for all our employees, and we hold each employee responsible for maintaining these objectives. We have a zero-tolerance policy regarding the use of alcohol, narcotics, or the misuse of medicines during work hours. Possessing, selling, buying, producing, or using alcohol or narcotics within and around our premises is strictly forbidden. This policy also includes driving under the influence of alcohol or narcotics during or in connection with any work-related occasion. Violence or threats of violence against employees, visitors, clients, suppliers, or any other individuals within the workplace will not be tolerated. Violations of this rule can result in disciplinary action, including dismissal and termination of employment. We firmly believe that promoting a healthy lifestyle and motivating and empowering our staff leads to higher performance. Therefore, we encourage our employees to live a balanced and active life.

4.  Sustainability and Environment

At Carter Industrial Company, we are committed to conducting our business in a manner that goes beyond traditional profit-making goals. We believe in the importance of sustainability and recognize our responsibility towards the environment and society as a whole. Our approach to sustainability encompasses organic growth and continuous improvement. In addition to generating value for our shareholders, we understand the need to consider the impact of our business on the planet and people. By integrating environmental considerations into our business planning and decision-making, we aim to contribute to the long-term preservation of a sustainable society.

4.1.               Sustainability and Environmental Stewardship

We are deeply committed to sustainability and environmental responsibility. We recognize that our business has an impact on the environment, and we strive to minimize that impact through every stage of our operations, from the sourcing of materials to the disposal of our products. We integrate environmental considerations into our business planning and decision-making processes, ensuring a long-term approach that supports the preservation of a sustainable society.

4.1.1.                  Environmental Compliance

We comply with all local environmental legislation and regulations in the countries where we operate. We work closely with our third-party producers and material suppliers to ensure they also adhere to these environmental standards. Together, we actively strive to minimize our impact on the environment and continuously improve our environmental performance.

4.1.2.                  Environmental Focus Areas

We have identified key focus areas to guide our sustainability efforts and reduce our environmental footprint:

·      Product: We strive to design and produce environmentally friendly products, considering factors such as recyclability, durability, and the use of sustainable materials.

·      Greenhouse Gas Emissions: We are committed to reducing greenhouse gas emissions throughout our value chain. This includes efforts to improve energy efficiency, transition to renewable energy sources, and optimize transportation and logistics.

·      Energy: We aim to minimize energy consumption in our manufacturing processes and facilities. This involves implementing energy-efficient technologies, promoting energy conservation practices, and exploring renewable energy options.

·      Waste and Recycling: We actively seek to minimize waste generation and promote recycling and responsible waste management practices. We work with our suppliers and employees to reduce waste and explore innovative solutions for waste reduction and recycling.

·      Logistics: We optimize our transportation and distribution processes to minimize carbon emissions and environmental impact. This includes considering efficient routing, utilizing eco-friendly transportation options, and exploring opportunities for collaboration and consolidation.

4.2.               Social Engagement and Community Involvement

We are dedicated to making a positive impact on society and actively engaging with the communities where we operate. We believe in partnering and collaborating with individuals and organizations that share our commitment to creating a better world.

4.2.1.                  Charity Programs and Community Involvement

We encourage and support our employees' involvement in social commitment and community engagement initiatives. We take pride in the contributions made by our employees on a local level, participating in charity programs and community projects. Through these activities, we aim to support and uplift the communities in which we operate, fostering positive change and making a meaningful difference.

4.2.2.                  Partnerships for Social and Environmental Impact

We seek partnerships with organizations and individuals who inspire us to improve and act in ways that benefit society and the environment. These collaborations extend beyond our immediate business interests, allowing us to work together on initiatives that address social and environmental challenges. By joining forces with like-minded partners, we can drive positive change and contribute to creating a better and more sustainable future for all.

5.  Managing Carter Industrial Company Assets

We places great importance on protecting its assets from damage, theft, or misuse. Our employees have access to and control over various company assets, including physical items, intellectual property, and information. We rely on our employees to safeguard these resources and use them appropriately.

5.1.               Reliable Financial Reporting

At Carter Industrial Company, we ensure consistent and comparable financial information through the application of uniform accounting principles. Accurate and high-quality accounting and reporting practices are essential for statutory compliance. Therefore, all entities within our company must also adhere to local Generally Accepted Accounting Principles and local laws in their financial records.

5.2.               Data Privacy

Carter Industrial Company places a strong emphasis on privacy rights and is committed to international compliance with data privacy laws. We handle personal data, including that of employees, clients, and other individuals, in a lawful and transparent manner. We have developed robust policies and procedures that must be consistently applied when processing personal data within the company.

5.3.               Protecting Carter Industrial Company Property

All employees are responsible for protecting Carter Industrial Company's properties, equipment, and tangible assets from theft, misuse, loss, or destruction. It is also the collective responsibility of all employees to maintain a safe, clean, and functional work environment.

Any instances of theft, misuse, or loss must be promptly reported to the appropriate manager within Carter Industrial Company, who will take the necessary actions in response.

Any inventions or discoveries made by employees during the course of their employment will be the property of Carter Industrial Company. Copyrights, patents, or any other intellectual property rights associated with work produced by employees within their employment will belong to the company.

Intellectual property encompasses various creative works, such as inventions, know-how, industrial designs, artistic works, and brands. Carter Industrial Company utilizes a range of tools to protect its intellectual property, including patents, design registrations, trademark registrations, copyright registrations, and trade secrets.

Confidentiality clauses are enforced with third-party suppliers, consultants, and other business partners to ensure that their work, tools, and associated documents are clearly contracted and legally recognized as Carter Industrial Company's property.

Carter Industrial Company's brands represent its most valuable assets. All employees are expected to uphold the brand values and treat the brands with the utmost respect. This entails adhering to the brand guidelines and working in alignment with the provided instructions and guidelines.

5.4.               Communication and Social Media

All employees play a crucial role in representing Carter Industrial Company's brand, and effective communication serves as a vital tool for managing the company both internally and externally. All communication conducted on behalf of or in the name of the company should be planned with consideration for Carter Industrial Company's strategic objectives, aimed at creating the best possible business environment for its operations and employees. Both internal and external communication should consistently uphold truthful, factual, and well-balanced content. As Carter Industrial Company is a publicly traded company, maintaining the credibility of all financial communications is essential. Only the CEO, CFO, and individuals designated by the SVP Investor Relations are authorized to speak with the media in compliance with the Carter Industrial Company Communication Policy. Carter Industrial Company's electronic communication tools must not be used for any activities that violate laws or regulations or compromise the security and reliability of the company's records and data, including trade secrets and other confidential business information. If you identify as a Carter Industrial Company employee on social media, any information you share about the company may be perceived as an official message. Therefore, it is important to adhere to the following Code:

·      Protect the confidentiality of business information.

·      Refrain from making disparaging, discriminatory, or harassing comments about fellow employees, customers, vendors, or business partners.

·      Avoid using Carter Industrial Company's trademarks or logos in a manner that could mislead or confuse the public.

6.  End-User Safety

We are dedicated to providing products that meet the highest safety and quality standards. We possess a strong commitment to innovation and continually strive to raise the bar in terms of product safety and quality. Throughout all stages of our operations, from product conception to delivery, operation, maintenance, and disposal, we prioritize product safety and quality. This commitment extends from the selection of raw materials to the moment the finished product reaches the hands of end-users.

We value the trust of our end-users and maintain it by manufacturing superior products. We ensure that our products are developed using ethical and responsible practices, adhering to all relevant safety and compliance standards in the respective markets.

Carter Industrial Company has established transparent and effective procedures to address customer inquiries and complaints. We are dedicated to providing fair and timely resolutions to all customer disputes. We understand the importance of actively engaging with customers, addressing their concerns, and continuously improving our products and processes to meet their expectations.

7.  Implementation and Compliance

We are committed to upholding the highest standards of ethical conduct, compliance, and integrity. We have implemented the following guidelines and policies to ensure the successful implementation and compliance with our principles:

7.1.               Implementation and Additional Guidelines

We have developed additional guidelines and policies that complement our Code of Conduct and serve as internal standards. These documents provide detailed instructions and further guidance to employees. It is essential for all employees to stay updated on any changes or additions to these policies, and they are expected to familiarize themselves with the content.

These additional guidelines and policies are not intended to create legally binding obligations, representations, or warranties. They do not confer any legal rights to any party deriving from them.

In addition to the Code of Conduct, each site within Carter Industrial Company has specific local housekeeping rules and policies. Employees working at these sites must adhere to and understand these local policies in conjunction with the Code of Conduct.

7.2.               Compliance

The Code of Conduct serves as a valuable resource for all employees, providing guidance on ethical business conduct. It is designed to protect the reputation of Carter Industrial Company, our customers, suppliers, and other business partners. Retaliation against individuals who report known or suspected ethical compliance concerns is strictly prohibited.

Waivers of all or part of the Code of Conduct may only be granted by the Carter Industrial Company Board of Directors under exceptional circumstances. Any granted waivers will be disclosed as required.

7.3.               Employee Responsibility

Every employee at Carter Industrial Company has a personal responsibility to act honestly and ethically. The Code of Conduct provides the framework to translate our company's values into action. It is the duty of each employee to act with integrity, comply with applicable laws and regulations, and honor the principles outlined in the Code. While the Code sets a baseline, employees must also adhere to national laws and local collective bargaining agreements, which supersede the Code when necessary.

By committing to these responsibilities, we ensure that our business continues to operate with the highest level of integrity.

7.4.               Managers’ Responsibility

Managers at Carter Industrial Company play a crucial role as role models and resources for employees. In relation to the Code of Conduct, managers are expected to:

·      Embrace the Code and act as role models.

·      Foster a workplace environment that supports and upholds the Code.

·      Educate employees on the meaning and application of the Code.

·      Enforce compliance with the Code of Conduct.

7.5.               Reporting Suspected Violations

If employees are uncomfortable or unsuccessful in directly addressing individual conduct or encounter serious misconduct or fraudulent behavior, it is their responsibility to report their concerns. Reporting misconduct contributes to the ethical culture at Carter Industrial Company, and multiple channels are available to seek advice and report concerns.

Employees are encouraged to first contact their immediate manager or a local member of the Human Resources department. If it is challenging to raise an issue with the direct local manager, the following channels can be utilized:

·      Vice President of Human Resources (Business Region)

·      Regional President

·      Senior Vice President of CEO Office, Carter Industrial Company

To ensure accurate and comprehensive reporting, correspondence should be clear and detailed, providing a full description of the event or situation in question.

7.6.               Investigation of Suspected Violations

Carter Industrial Company is committed to conducting prompt and thorough investigations of suspected violations. We treat all reports confidentially to the extent possible, limiting disclosure to those with a need to know. However, in certain circumstances, we may disclose investigation details to third parties, such as law enforcement or regulatory entities, if deemed appropriate.

7.7.               Our Commitment to Preventing Retaliation

At Carter Industrial Company, we consider ethical values and integrity of utmost importance. We recognize that individuals must feel comfortable and confident in reporting concerns or suspected breaches without fear of retaliation. Retaliation against whistle-blowers is strictly prohibited, and any employee engaged in such behaviour will be subject to disciplinary action.

If an employee believes they have experienced retaliation, they should report it as suspected misconduct, following the established reporting procedures.

June 30, 2023

Carter Industrial Company