Code of Conduct-

         
       

The Board of Directors have implemented a code of conduct dealing with the Group’s responsibilities for the environment and relationships with its various stakeholder groups, including its employees, customers and suppliers. The code of conduct is complemented with corporate policies, that are reviewed and updated as and when necessary to reflect changes in legislation, emerging best practice and the needs of the business. This Code of Conduct shall be complied with by all companies belonging to Exel Composites Group and shall be supplemented by local laws and regulations in case they impose stricter rules. The managing directors of the business units are responsible for the implementation and compliance with these policies. All managers and employees must exercise high standards of integrity and sound ethical judgment complying with the Group’s code of conduct, and all laws, rules and regulations applicable to the conduct of the Group’s business. Employees are encouraged to make proposals to improve the code of conduct.

Exel Composites Group encourages all business partners within its sphere of influence to adopt these principles, In the assessment of potential and current suppliers, the principles described in this document shall be applied.

The Exel Composites Code of Conduct has been approved by the Board of Directors.

Compliance with laws and regulations

Exel Composites Group is committed to full compliance with all applicable national and international laws and regulations in every country it is operating. These include, among others, laws and regulations related to securities markets, such as insider regulation, corporate governance, taxation, fair competition, product safety, intellectual property as well as employee rights. In situation where the law does not give the guidance, the Group applies its own standards based on its Group values and culture.

As a listed company Exel Composites Plc is committed to compliance with its obligations under the rules of the Nasdaq Helsinki Ltd. and the Finnish Financial Supervision Authority as well as other applicable rules in Finland.

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Human rights and workplace practices

Exel Composites supports and respects the protection of human rights as expressed in the United Nations’ Universal Declaration of Human Rights. Among those rights that Exel Composites views as fundamental and universal are: freedom from any discrimination based on race, creed, nationality, ethnic origin, age, religion, gender, sexual orientation, marital status, disability, or other status as well as freedom of association, the effective recognition of the right to collective bargaining, and equality of opportunity and treatment. Workplace diversity at all levels is encouraged. Everybody shall be treated with fairness, respect and dignity. The workplace shall be free from harassment and intimidation.

Exel Composites is committed to equal opportunity in all employment practices, policies and rules as well as to treating all employees fairly and impartially.

No form of forced, compulsory or child labor is tolerated in the Group. The minimum employment age is the age of completion of compulsory school and as defined in local jurisdiction.

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Health and safety

Exel Composites Group is committed to safety and to avoid damage to people or environment. The necessary conditions for a safe and healthy work environment is provided for all employees.

The management of health and safety performance is aligned with the operation of the business and is targeting accident prevention through training and auditing of reported accidents and causes. All employees are expected to operate and behave responsibly towards other persons and environment. Threats, intimidation and violence are not tolerated. Reporting of unsafe conditions is supported.

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Business conduct and relations with business partners

Employees at all levels throughout the Group are encouraged to make the fullest contribution and in doing so act responsibly and in the best interest of the company. Consequently, Exel Composites employees must avoid situations where their personal interest may conflict with those of Exel Composites. The establishment of business relationships must be based on objective criteria. Therefore, the employees must not offer, make, seek or accept to or from actual or potential business partners, governments, agencies or representatives of such organizations any such gifts, payments or services, which might reasonably be believed to influence business transactions and which exceed normal standards of hospitability or would otherwise violate either applicable laws or reasonable and generally accepted business practices. Exel Composites and its employees will not give or offer to give bribes or illicit payments to any third parties, such as public officials or business partners, in order to obtain or retain business.

Exel Composites does not tolerate bribery or corruption in any form. The Group complies with anti-bribery and corruption laws and regulations and supports efforts to eliminate bribery and corruption. For more details please see Anti-Corruption Policy of Exel Composites Plc.

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Environment

Environmental issues are managed throughout the value chain according to agreed internal policies and goals and quality and environmental management systems. Compliance with the permit conditions is actively monitored and corrective actions are taken where necessary. Continuous improvement includes annual target setting in environmental performance and monitoring of progress and involves all organizational levels.

Exel Composites strives to ensure that its products, services and production contribute to sustainable development and avoids materials and methods posing environmental and health risks when suitable alternatives are available.

Exel Composites is committed to responsible actions and takes environmental aspects into account when making business decisions.

All financial transactions must be reported in accordance with the generally accepted accounting practices, and accounting records must show the nature of all transactions in a correct manner.

Employees and members of the Board of Directors shall conduct their private and other external activities and financial interests in a manner that does not conflict with the interests of the Exel Composites Group.

The Board of Directors encourages employees to raise concerns about misconduct and malpractice and have adopted a procedure to ensure that such concerns can be raised and reviewed fairly and properly.

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Ethical standards of our suppliers

The group sources components and materials for its manufacturing processes from a number of countries. Whilst there are differences in standards in relation to many aspects of the wider business environment, Exel Composites expects its suppliers and contractors to demonstrate similar high ethical standards and compliance with appropriate legislation. The suppliers are chosen with care and on the basis of objective factors such as quality, reliability, delivery and price.

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IPR and other intangible assets

Exel Composites respects trade secrets as well as intellectual property rights and engages in transferring technology and know-how in a manner that protects these rights. Exel Composites safeguards and defends its trade secrets and intellectual property, also including information that suppliers, customers or other partners have entrusted Exel Composites.

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Insider dealing

The employees may become aware of information about the Group that is not publicly available, and that would likely be considered relevant to an investor when deciding whether to invest or not to Exel Composites shares and other financial instruments linked to Exel. Trading in Exel shares and other financial instruments linked to Exel when the employee has inside information, sharing the information with others or recommending others to trade is illegal and can result in penalties.

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Implementation and compliance

It is the responsibility of the managers to communicate and demonstrate the content and the spirit of this policy within their organizations and to encourage employees to reveal behavior that may be non-compliant with these principles.

All Exel Composites personnel must comply with this Code of Conduct and are encouraged to contact supervisors or managers when in doubt about the best course of action in a particular situation.

All employees and business associates of Exel are required to report any suspected or observed violations of the law or this policy – or if they are asked to do something that might be a violation - by using the Report Misconduct-form that can be found on Exel Composites website under Contact Us > Report misconduct.

While any report through the afore mentioned service can be made anonymously, we encourage you to provide some point of contact for further questions, such as an email account that does not reveal sender’s name (there are many free services such as Yahoo, Gmail, Hotmail, etc.).

Any information posted through the Report misconduct service goes to Exel CFO, who treats the information received with strict confidentiality. Investigation results will not be disclosed or discussed with anyone other than those who have a legitimate need to know.

This Code of Conduct will be promptly and consistently enforced. Failure to comply with its provisions can result in disciplinary actions.

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Exel Composites Oyj, Vantaa head office, Mäkituvantie 5, FI-01510 Vantaa, Finland