Draka Values and Code of Conduct

Draka Holding actively promotes awareness throughout the Company of the importance of good corporate governance. In the framework of good corporate governance, the Board of Management and the Supervisory Board of Draka Holding introduced a Code of Conduct in 2007, which reflects Draka Holding’s core values and standards and includes a clear Mission Statement for all employees within Draka. This Code of Conduct applies throughout Draka and covers all companies affiliated with Draka Holding. Next to the Code of Conduct a Whistleblower procedure has been introduced. For the purpose of this policy, a compliance system has been developed, which provides the basis for effective reporting of potential abuses within Draka. As part of Draka’s corporate governance policy and procedures, the Company Secretary serves as Compliance Officer. As such, she is also the prime employee contact as part of the Whistlerblower scheme.

Mission Statement

Draka's mission is to become one of the worlds leading cable manufacturers, be the best at what we do, with a sound financial basis, a balanced geographical spread and an extensive, technologically advanced product portfolio. In this way, Draka aims to be an attractive partner for all its stakeholders: customers, employees, shareholders, financiers and suppliers. Draka also takes its social obligations seriously by investing in sustainable technology.

Our Core Values

Respect

• For the Individual, regardless of their national origin, race, gender, or disability


• For our Customers, Suppliers, and Co-workers


• For the Environment


• For the Communities in which we operate

Integrity

• In all our relationships which are built and sustained by trust


• In our adherence to the law


• Demonstrated through our Ethical Conduct in everything we do


• To do the "right thing"

Accountability

• To take action consistent with our responsibilities


• To our Shareholders, Customers, and Co-workers


• To service our customers at the highest level possible


• For our personal growth and contribution to our success


• For our Results

Discipline

• In executing our business plans, processes, and procedures


• In creating & identifying best practices in industry and implementing them expeditiously

Our Operating Environment

Quality
The quality, reliability, delivery, and servicing of our products will meet or exceed our internal and external customers’ requirements and expectations.

Customer Focus
We are committed to meeting or exceeding the requirements of both our internal and external customers, on time, every time, without fail.

Long Term Profitability
We are committed to maintaining a portfolio of businesses with long term, sustainable profitability. This profitability must allow us to reinvest in our business while providing our shareholders with returns consistent with their investment expectations.

Health and Safety
We strive to meet the highest health and safety standards for our employees.

Innovation
We are committed to providing solutions for our customers by developing new products in partnership with them.

Entrepreneurship
Draka is an organization of inventive business entrepreneurs, pursuing new markets and a broader base of customers for our products.

Code of Conduct

To fulfil our mission and to act in accordance with our values and operating environment, we have our Code of Conduct. In addition to this Code of Conduct, employees are expected to comply with all (local) internal regulations of the company which can be applicable to them such as:

• HR Policies


• Regulations on the holding of and effecting transactions in shares


• E- mail and Internet policy


• Purchasing and Commercial Issues Policy


• Health and Safety Policy


• Financial Accounting Policy and the Audit Policy


• Whistle Blowing Procedure

It is important that if you have questions regarding this Code of Conduct or any of the other internal policies you first seek guidance from your manager and secondly ask your local fiduciary officer or HR department. You can also contact Draka's Compliance Officer: e-mail: complianceofficer@draka.com .

Our responsibilities

We respect the laws and regulations (both national and international) applicable in the countries in which we operate.
It is important to understand and adhere to the laws of the country you are working in. Please make sure that you are in close contact with your local management or legal department if you need any support. If local laws or regulations conflict with Dutch laws or this Code of Conduct you need to find the solution by talking with (higher) Draka management or in collaborating with the Compliance Officer.

For more information on this issue, please refer to your local management or to the Compliance Officer.

We deal fairly, respecting the rights of employees, governments, customers, suppliers and competitors.
As Draka we do not want you to take unfair advantage of anyone through improper behaviour like manipulation, misrepresentation, concealment or any other malpractice. Therefore it is vital that we are honest to our clients and keep our promises to them. Clients must never be misinformed about our products.

In dealing with suppliers we only have contact with suppliers who comply with our company policies and the law.

At Draka we promote (fair) competition and comply with “fair competition” and antitrust laws. We will avoid contacts with competitors, suppliers, government agencies and other parties that are, or appear to be, engaging in unfair competition or the restriction of free trade and free competition. We will neither discuss prices or territories with competitors nor will we accept bribes.

Relations with governments and other companies should be honest and fair, and should not be corrupted by improper payments. Therefore, we don’t pay bribes.

We do not accept any kind of sexual, racial or other harassment. This includes all improper behaviour that is violent, disrespectful, abusive or humiliating.
At Draka we do not tolerate improper personal behaviour. When behaviour creates an intimidating, hostile or offensive working environment it is not accepted and will be sanctioned. Improper behaviour includes belittling subordinates or co-workers, derogatory comments, and grave insults. Management has a specific role to prevent harassment on the working place and to report this to HR.

For more information on this issue, please refer to your HR-policy (if available) or to your local management.

We respect and safeguard Human Rights.
Draka respects and safeguards fundamental Human Rights in its operations, as provided by the United Nations’ Universal Declaration of Human Rights. All use of bonded or child labour is not tolerated and we do not co-operate with suppliers or sub-contractors who are accessory to an infringement of such Human Rights.

We are committed to providing a safe and healthy work environment for all Draka employees.
It is our shared responsibility that we all look after health and safety within the organization. Employees will refrain from using or distributing alcohol or drugs when reporting for work, while working, or while on the company’s premises.
There is no excuse for not following obligatory safety procedures. Draka safety procedures should always meet the standards set by law.

Our books and records are kept, maintained and audited in accordance with internationally recognized professional standards.
You are responsible to be accurate in the records that you help create or maintain, including expense accounts, financial records or any other official Draka document. You are not allowed to include any false or misleading information in business records.

Draka is a listed company and therefore we are obliged to follow strict procedures for the release of company information to the public to prevent insider trading. When communicating company information externally you must always be in close contact with the legal department and the communication department, especially when responding to questions from the media.

In the course of your employment with Draka, you may become aware of information about Draka or other companies that is not known by the general public. The use of such non- public information (or inside information) is not only unethical but also forbidden by law. You are not allowed to use inside information on the stock market for your own financial interest or that of others.

For more information on this issue, please refer to the Financial Accounting Policy, the Audit Policy and/or Regulations on the holding of and effecting transactions in shares(if available or applicable) or to your local management.

We protect the assets and respect the property rights of the company, customers and other employees.
Draka holds the property rights for objects, literature and product characteristics (patents, copyrights, and trademarks). You should only use company resources for legitimate business purposes. Company assets should be used in a way that is compliant with the company’s policies.

For more information on this issue, please refer to your HR-Policy (if available) or to your local management.

We avoid conflict of interest or an appearance of conflict that might arise because of economic or personal self-interest.
A conflict of interest occurs when you or someone close in your private life, has a personal interest that conflicts with the business interest of Draka. As a Draka employee your primary business activity should be in line with the goals of Draka. A conflict of interest should be made known to your manager, who will give guidance on how to deal with this.

For more information on this issue, please refer to your local management or to the Compliance Officer.

Political activities must be undertaken as a private individual not as a Draka employee.
If you are engaged in political activities you must do so as a private individual and ensure that your personal views are not represented or perceived as the views of Draka.

Providing or authorizing, on behalf of Draka, payments, contributions or free use of company facilities, either directly or indirectly, to any politician, political party or organization, or candidate for public office, is not allowed.
Draka will withhold itself from political activities. However, Draka will have the right to make its opinions known to political representatives.

For more information on this issue, please refer to your local management or the Compliance Officer.

We only provide and accept appropriate business gifts.
In some cultures it is custom to present a business gift. At Draka we want to limit this custom as much as possible. Therefore Draka employees may only give and accept appropriate business gifts. A gift should never influence your judgment or the judgment of a gift recipient.

To help you maintaining this responsibility, it is recommended that when you give a business gift, you should always give something with the Draka logo on it. That way the gift is transparent for everyone.

For more information on this issue, please refer to your local management or the Compliance Officer.

Compliance

The Board of Management is responsible to disseminate this Code of Conduct throughout the organization and provide processes and procedures to ensure compliance. To this end, the Board of Management will:

Nominate a Compliance Officer for the organization who will ensure that:

• Management will certify that all employees have read and are in compliance with this Code on an annual basis.


• Violations of the Code are investigated rigorously and without bias.


• Appropriate action will be taken when violations occur.


• All Draka employees are encouraged and are provided with channels to provide information on violations.


• Violations and actions are communicated to the Board of Management.

All employees are required to take notice of this Code of Conduct and its underlying policies.

Every employee is responsible for being compliant with the Draka Code of Conduct and policies.

Every manager has to take care that their employees are compliant with the Code of Conduct and the underlying policies.

Non- compliance with (parts of) this Code of Conduct and the underlying policies can lead to disciplinary actions or dismissal.

Reporting Violations of the Code of Conduct

1. Introduction

All Draka employees are encouraged to report any suspected breach of any law or the Code of Conduct to their own management. As such, Draka has developed a procedure for you to report such activity – this procedure is called “The Whistle Blowing Procedure”. This procedure is not designed to replace honest and open communication between staff and their line managers. However, it may not always be possible to raise certain issues with your direct manager or supervisor. The procedure makes it possible for employees to report their thoughts without fear of reprisal from the company. Draka, on its turn, commits to deal professionally with any genuine concern that may be raised. Draka also welcomes ideas from employees on promoting integrity within our company. If you might have second thoughts about something, don’t hesitate to tell. Your view is very important to us.


2. Draka’s viewpoint on reporting violations

2.1 Introduction
All employees that wish to raise a specific concern about violations of the Code of Conduct are encouraged to first discuss the matter with their direct manager or supervisor. This method is preferred because reporting of concerns to management is the fastest way to clear up any misunderstandings and also the best way to ensure an open working environment throughout the organization.
If this option is insufficient, the employee can report a suspected violation of the Code of Conduct to the Compliance Officer:

Mrs. E. de Winne
Address: De Boelelaan 7, 1083 HJ Amsterdam, the Netherlands
Telephone: + 31 (0) 20 5689861
Email: complianceofficer@draka.com 

Alternatively employees could utilize an online reporting option. Please refer to the Draka Intranet site for more information on this option.

A suspected breach refers to a suspicion, based on a reasonable ground, which concerns the organization with:

a) Violation of external rules and regulation
b) Violation of internal rules and regulation
c) Unethical behavior

It will not always be clear whether a particular action falls under one of these categories and you will need to use your own judgment. However, in such cases, Draka would prefer that you report your concerns in good faith, rather than keep them to yourself.
Furthermore, the Whistle Blowing Procedure applies to all Draka companies and all its subsidiary companies worldwide.

2.2 Non-retaliation
Draka wants to ensure that an employee, who reports any breach that he or she reasonably believes to be true, can do so without the risk of retaliation. Employees who report a breach will be given protection and shall not be put at a disadvantage as a result of his or her report. If you have played a role in the irregularities, reporting this is however no guarantee that this will clear your name.

2.3 Misuse of Draka's Whistle Blowing Procedure
Draka wants to provide an environment in which employees can express any concerns they may have about wrongdoing at the workplace. We do welcome all reports made in good faith. If it should become clear that the Whistle blowing procedure has not been undertaken in good faith (for example, to pursue a personal grudge against another employee), this will constitute misconduct. Draka cannot permit a situation in which an employee purposely makes a report that he or she knows, or has reason to know, is false. Making a false report will most probably result in consequences for the employee, and he or she may be held accountable for damages suffered by anyone who has been affected by these false reports.


3. Reporting procedures

3.1 Internal reporting to the appointed officer
Draka encourages employees to report any misconduct directly and openly to their manager or supervisor. If notifying your manager or supervisor is not possible or inappropriate, or if you are not satisfied with the response you receive, you can notify the Compliance Officer. Draka’s Compliance Officer can be contacted in writing, by telephone, in person or by e- mail. To find out more about who the Compliance Officer is, check the intranet (www.drakaintranet.com) or ask your local manager or supervisor.

While reporting please provide as much detailed information as possible. The Compliance Officer will compile a written and dated document of the report when he or she believes it is necessary to investigate upon. The person reporting the incident will then sign the document for approval, and will also receive a copy. If the suspected breach concerns a member of the Board of Management, the Compliance Officer will ensure that the designated member of the Supervisory Board is informed immediately of a reported suspected breach, and of the date that the report was received.

However, if the suspected breach relates to the Compliance Officer, the complaint may be reported to the Staff Director Legal and Taxes of Draka Holding N.V.:

Name: Mr. Ronald Dietz
Address: De Boelelaan 7, 1083 HJ Amsterdam, the Netherlands
Telephone: + 31 (0) 20 5689802
E- mail: Ronald.Dietz@draka.com

Within a period of eight weeks from the date that a report was made, the person involved will be informed by the Compliance Officer of the status with regard to the reported suspected breach. Measures taken in response to the report will be included in the letter.

In the event that information about the status of the situation cannot be given within eight weeks, the Compliance Officer will inform the person involved of this matter. A new date will be set for when the person involved can expect notification of the status.

If the person involved is not satisfied with the outcome of the report or has doubts about whether his/ her concern is being properly dealt with by the Compliance Officer, they have the right to raise it in confidence with the Chairman of the Supervisory Board.

4. Confidentiality

Draka acknowledges that some employees may wish to express their concerns confidentially. Therefore, all reports of a breach will be dealt within a confidential manner. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate investigation of the report.