Integrity and ethics are a top priority at TKH and form the basic principles of the culture TKH strives for. Any form or appearance of a conflict of interest between the company and the Executive Board shall be avoided, and this shall represent exemplary conduct for the rest of the organisation.

TKH has a code of conduct that describes the preconditions for daily behaviour. Every employee is given a copy of the code of conduct and is expected to behave accordingly. In outline terms, the Code is also discussed annually in the meeting between the Executive Board, the Supervisory Board and the Central Works Council. TKH also applies systems to thoroughly embed risk awareness in the organisation to prevent and manage risks as far as possible. In meetings with the responsible managers and controllers, TKH uses presentations and training to focus attention on ethics and integrity.

The Executive Board is alert to signals of (suspected) wrongful conduct and irregularities and has established a procedure to allow the reporting of (suspected) wrongful conduct and irregularities and follows up conscientiously on these reports.

Code of Conduct TKH Group NV

TKH has an open, transparent culture and is committed to conduct its business with honesty and integrity, to follow the law and to make sure that each employee and business partner is treated respectfully. TKH is proud of its excellent reputation as a responsible and reliable partner.

TKH Core Values:

Notwithstanding local company-specific values, business principles or other local codes already in place, this code of conduct contains the main business standards as rules of ethical behaviour all TKH employees must follow. In some circumstances however it may be uncertain how a business standard should be interpreted and followed. This code of conduct therefore includes Annexes providing (i) further explanation, (ii) examples and (iii) detailed guidelines per business standard. If in doubt, please discuss with your manager or send your question to TKH.

1 Business integrity

1.1 Compliance with laws

TKH must comply with all (local) laws and regulations applicable to its business activities. TKH trusts you to make yourself familiar with the applicable laws and regulations and to comply with them.

1.2 Prevention of fraud

TKH expects you to conduct your work in a reliable and honest way, not to steal or misuse any company property or property of your colleagues nor to mislead anyone or set up a scheme with the intention that you benefit in a way that was never intended by TKH.

1.3 No corruption or bribery

Do not in any way (try to) bribe another person, organization or company. You shall not offer or accept anything of value from someone with the intention to obtain assistance in business matters. TKH avoids any appearance of bribery or conflict of interest under all circumstances. Therefore, you should never accept (or offer) a gift or entertainment with a value exceeding € 100 or the local currency equivalent. Should you reckon that declining or not offering will be against (local) business courtesies, please get in contact with us.

1.4 Avoid conflicts of interest

Avoid any situation where your judgment might be affected as a result of conflicting loyalties between TKH and another person or business. Your involvement in such situation must be fully disclosed without embarrassing yourself or TKH nor TKH’s integrity will be at stake.

1.5 Accurate accounting and reporting

All reports, documents, accounts and financial statements should be recorded consistently and accurately, reflecting the true view and conforming to all applicable legal requirements and internal control policies.

1.6 Insider trading

Because the TKH shares are listed on the Amsterdam stock exchange Euronext, we are required by law to draw up regulations to prevent the use of inside information by its directors and employees as well as other “insiders”. Disclosure of commercial or financial sensitive information is prohibited as it may affect the price of TKH shares.

2 Fair and timely disclosure of information

In addition to the insider trading rules, any commercial or financially sensitive information regarding TKH may not be disclosed to the public nor communicated to the press. Furthermore, every employee should refrain from disclosing information, by any means of communication that may harm the image of TKH or any of its employees. You may not disclose any confidential information regarding TKH, its customers and suppliers. Always take appropriate measures to keep such information strictly confidential.

3 Dealing with suppliers

TKH companies must select their suppliers on the basis of objective comparison criteria, including commercial conditions, reputation, sustainability and reliability. Suppliers that adhere to the standards as reflected in this Code of Conduct should be contracted by preference.

4 Responsible work conduct

TKH’s IT and communication systems are built for business purposes. The capacity, software and security are not designed for private purposes and any use for private purposes should be limited as much as reasonably possible. During office hours it is therefore prohibited to regularly use private e-mail or social media, visit websites, download data or install software for private purposes as that can harm TKH’s systems or reputation.

5 Responsible work environment

TKH strives continuously to improve health and safety aspects within your work environment. The management and each employee are responsible for creating and maintaining a workplace culture that is free of harassment and discrimination, respecting all colleagues. TKH endorses the guidelines of Organisation for Economic Cooperation and Development (OECD) and the Universal Declaration of Human Rights concerning respecting and safeguarding human rights.

6 Corporate responsibility

TKH is committed to take its responsibility in the field of energy consumption, waste reduction, health and safety of our employees and everyone concerned with the activities of TKH Group very seriously and each of you is expected to do the same. As a technology company, we are firmly embedded in society and are aware of our responsible role in society. Compliance with laws and the constant attention to a safe and healthy working environment are key priorities for our group. TKH endorses the guidelines of OECD and the international labour standards ILO.

7 Proper authorisations and approvals

We expect you either to notify your manager or to obtain proper authorization with respect to certain business matters. We consider such behavior essential business practice. It is not the intention to restrict entrepreneurial spirit, but to mitigate the risk of inappropriate representation and binding of TKH. The (managing) directors of our subsidiaries have signed the Code of rules for directors, that among others provides on this.

8 Speak up!

In preventing misconduct, everyone working for TKH has responsibilities and obligations of his own. The Annex Whistleblower Procedure provides an overview of what is expected within TKH, and how misconducts can be communicated.

For more information about the Code of Conduct and the underlying documents, please contact the compliance officer (r.dieperink@tkhgroup.com) or the Director Internal Audit (d.postma@tkhgroup.com).