Rail Europe Solutions Ethics Charter

The Rail Europe Solutions group has been built around strong, long-standing values that guide our actions as a responsible business and our interactions with our stakeholders. The group’s shareholders, managers and employees all share the desire to continue upholding the values that have made our group so successful.

Today, they reaffirm the need to embody these values by setting an example. As the Rail Europe Solutions Group continues to grow, it has become more widely recognised in a large number of countries and in increasingly diverse markets. Our leading position in several of our business sectors and our projections for the future involve increased responsibilities that we are prepared for and willing to assume. The Group is therefore keen to pursue its ambition of setting an example on a daily basis. The success of our business can only be sustained if we clearly state our commitment to being an ethical and responsible company.

As such, the Rail Europe Solutions group has developed an Ethics Charter that will serve as a reference for each and every one of us in terms of both individual and collective behaviour and to guide our everyday actions, enabling us to further exemplify our values.

We want to make this Charter a unifying element, and to share it with everyone who joins our Group with the same aspirations. This Charter is therefore addressed to everyone, regardless of their business sector, type of company or country in which they operate. Our managers are responsible for implementing the Charter and making sure that the principles set out in it are applied by their teams on a daily basis.

Claude Lambert & Aurélie Lambert, General Management – Didier Giot & Michaël Blanchard, Operational Management

Vireux-Wallerand, 1 March 2020

Why do we need an Ethics Charter?

To keep the Group’s Historical Values and Culture alive

The Rail Europe Solutions group wishes to continue with its international development while preserving its historical values and its familiar culture, which have made it so successful, and which are embodied by the women and men working within the Group on a daily basis.
As the Group welcomes new companies and individuals into its fold, the formalisation of our values and operations promotes their common understanding and helps to unify practices, actions and behaviours.

The Group is also committed to gaining the trust of its stakeholders by ensuring that its operations are ethical and in full compliance with all applicable regulations.
This Charter is intended to support each and every employee, wherever they are in the world, in their efforts to build the trust that will ensure the Group’s sustainable growth.

To define our ethical principles:

The Rail Europe Solutions Group defines business ethics as:

respecting laws and regulations in all its activities, wherever it operates;
respecting our internal and external stakeholders;
promoting responsible business practices amongst all its employees.

This Ethics Charter specifies our commitments to:

establish the way in which we wish to work together (inside and outside the company);
highlight the responsibility of each individual and the exemplary behaviour that we expect from our management;
provide solutions to ambiguous situations or potential dilemmas.

This Charter details our principles in five main areas:

compliance with laws and regulations
loyal and fair behaviour
respect for others
integrity towards customers and economic and financial partners 5/ responsibility towards civil society and the environment

To have a unifying document:

The Ethics Charter is a common document that unites all the employees of the Rail Europe Solutions group, in each of its constituent entities, around the same set of principles. It is given to all new employees and is designed to serve as a reference tool to help the Group’s managers and employees make the right decisions in the event of an ambiguous situation. This Charter is also a way of encouraging open discussions about ethics among employees, with a view to making sure that everyone is aware of the subject. This Charter is in line with applicable local laws and regulations. For certain aspects, it sets out principles that may prove to be somewhat more ambitious, and, in such cases, these principles must take precedence. All of the Group’s managers and employees must act in accordance with these commitments in their daily work, and they must all behave in accordance with these principles at all times.

To reiterate our responsibilities towards our stakeholders:

This Charter addresses, among other things, the attitudes and actions to be adopted with regard to any stakeholders who may be interested in the Group’s activities.

These stakeholders may be directly related to the Group, including:

Employees
Suppliers and service providers
Competitors
Public authorities
Civil society
Local residents
The media

In its business relationships, the Rail Europe Solutions group asks its stakeholders to set the same example and to comply with the principles of the ethical guidelines described below.

1/ Compliance with laws and regulations

Our ethical principles

The Rail Europe Solutions Group and its employees are committed to complying with the laws and regulations in force in the countries in which they operate. They make every effort to apply the legal and regulatory provisions in all economic, accounting/financial, fiscal, social and environmental matters, including:

respecting intellectual property and competition laws;
combating fraud, illicit payments and corruption;
preventing insider trading situations.

In practice

The Group will ensure that it understands and complies with the legal and regulatory environment in which it operates prior to and throughout the duration of its projects. The Rail Europe Solutions Group creates the conditions for free and fair competition through the procedures it has put in place and the resulting actions required of its employees, including the exclusion of any illegal agreements with competitors (for example, on sharing markets or determining prices), and by scrupulously respecting their intellectual property. The Group and its employees reject any fraudulent practices or behaviour, particularly those involving accounting and financial manipulation. It is strictly forbidden to engage in any act of corruption (active or passive) or influence peddling, even if such a practice is carried out in the pursuit of benefits for the company (obtaining a contract or an administrative facility) and is not aimed solely at satisfying a personal interest (see the Anti-corruption Code of Conduct).

Useful texts:

Applicable local or national laws.
The OECD Convention on Combating Bribery of Foreign Public Officials.
Rail Europe Solutions Group values.

Key Questions

Are you aware of the laws and regulations that apply to your activities, or the company procedures that can help you comply with them?
Do you have any doubts about the legitimacy of the initiatives you may take in the course of your professional activities?
If a risky situation arises in certain markets, have you consulted with your management and/or the company’s legal advisors on how to behave?

2/ Loyal and fair behaviour

Our ethical principles:

The Rail Europe Solutions Group and its Employees shall act in a fair and loyal manner by ensuring that they:

make good use of company property;
avoid situations that could lead to a conflict of interest;
protect the confidentiality of information.

In practice

The Group’s reputation and public image are valuable assets that must be protected. Those who communicate on behalf of the Group must be specifically authorised to do so. The men and women of the Group shall ensure that they do not disclose confidential information and remain loyal to their respective companies. Employees’ use of new information technologies and the Internet is a new source of potential damage to the Group’s image. Employees should act responsibly when making statements or disclosing information about the Group, especially on social media. The use of company property (premises, equipment, funds & resources) must be strictly professional.
Employees must take care to avoid any situation that would or could lead to a conflict of interest. Employees must also ensure that their personal interests or environments and those of their relatives do not compromise their integrity with regard to the Group. As such, employees must inform their manager and/or the financial controller of any personal ties or financial interests that may affect the fairness and integrity of their decisions. All gifts and/or benefits received by employees may constitute a conflict of interest or an act of corruption. All gifts and benefits must be approved by the employee’s manager, with due regard to the country’s situation, regulations, customs laws and the economic climate at the time.

Confidential data, i.e. all data concerning the Group, its employees or partners that has not been made public, must be protected. Employees must not disclose confidential sales, technical, financial or managerial information without being authorised to do so. We expect all of our employees to exercise the utmost discretion when speaking about the Group in public or within their private circles.

Useful texts

Rail Europe Solutions Group values.
Human Resources Policy.
IT Charter

Key Questions

When speaking publicly or on social media in a personal capacity, do you think about using discretion and applying all the necessary measures to avoid discrediting the group or any of its stakeholders?
When a member of your team asks you, as a manager, if it is appropriate to accept a gift that seems unusual or significant in the context of your work, do you consider seeking advice from the ethics officer?
When travelling on public transport, do you take care not to talk loudly about the Group or work on Group projects in a way that can be seen by others, especially those that are confidential and may involve innovation, management, customers or purchasing?
If a company run by someone close to you enters into discussions with the group, have you contacted your line manager or the relevant internal teams to ensure that the situation cannot be considered a conflict of interest?

3/ Respect for others

Our ethical principles
The Rail Europe Solutions Group and its employees ensure that they respect the women and men involved in their activities. This is manifested in a number of ways:

respecting differences, valuing diversity and combating discrimination;
respecting and protecting our employees’, customers’, partners’ and other stakeholders’ personal data;
paying constant attention to the health, safety and decent working conditions of the group’s employees and partners
promoting the professional development of employees and respecting their private life;
ensuring a constructive social dialogue.

In practice
The Rail Europe Solutions group and its employees ensure that they comply with the regulations of the countries in which they operate in terms of organisation of work, while at the same time complying with the principles and objectives of the fundamental conventions of the International Labour Organization (ILO). In this respect, the group prohibits all illegal child labour as well as the use of forced labour, encourages the establishment of a constructive social dialogue and forbids all forms of discrimination. The group has a duty to respect the difference and dignity of all individuals, and believes that diversity is a strength. The group ensures that its employees are treated with respect and fairness within its companies, regardless of their gender, origin, religion, age, appearance, sexual orientation, state of health or disability, or political views.

The health and safety of employees and those in contact with the Group are of the highest priority, and everyone is responsible for ensuring that they comply with existing procedures, that they do not put anyone at risk, and that they report any situations that do not comply with this resolution.

One of the Group’s main responsibilities is to protect privacy and personal data. Personal data is subject to local regulations and the Group’s policies, which are set out in a number of internal procedures, and these must be respected in the same way as the privacy of each individual.

The Rail Europe Solutions Group rejects any form of harassment, particularly moral or sexual. It aims to adopt responsible and respectful management practices that allow everyone to work in a professional environment that is conducive to their development.

Useful texts

The fundamental Conventions of the International Labour Organization.
Rail Europe Solutions Group values.
EU Regulation 2016/679 of 27 April 2016: General Data Protection Regulation (GDPR). Human Resources Policy.
Corporate Social Responsibility (CSR) approach.

Key Questions

If you discover that one of your colleagues is acting in a way that does not respect the differences of others, will you report it to your supervisor, manager or human resources manager?
Are you fully aware of the safety regulations that apply to the sites where you work?
Have you checked with your managers that information sent to an external recipient does not contain any confidential information about the Group or its employees?
When producing a document containing personal data, have you considered the legitimacy of the information it contains or requires, in accordance with the applicable local legislations?
If a colleague is being put under a lot of pressure or mistreatment by their colleagues or managers, would you advise them to speak to the HR manager?

4/ Integrity towards customers and economic and financial partners

Our ethical principles
The Rail Europe Solutions Group and all its employees consider integrity towards direct and indirect customers, suppliers, service providers and other economic and financial partners to be a fundamental ethical principle. This is manifested in a number of ways, such as:

ensuring the quality of our products and services and the safety of our direct and indirect customers and end-users;
establishing long-term partnerships with our suppliers and service providers;
ensuring responsible business and communication practices;
providing reliable and transparent financial information and ensuring that it is communicated in a way that respects the equality of shareholders.

In practice
When supplying products and services, the Group is fully compliant with all applicable regulations and standards regarding quality and safety for customers and end-users. The Group and all its employees are committed to the highest quality and safety standards in order to provide the best possible service to its customers and to earn and maintain their trust.

The Group establishes sustainable and responsible partnerships with all its suppliers and service providers. This includes honouring commitments that bind them, treating suppliers and service providers impartially when tendering for contracts and ensuring that partners are independent and economically viable.

Rail Europe Solutions shares its ethical, social and environmental concerns with its suppliers and service providers and incorporates its requirements in its general purchasing conditions. Taking responsibility and respecting each other in business practices and communication are essential to protecting the Group’s long-term interests.

Each employee is responsible for providing sincere, objective and reliable information, particularly with regard to our products and their specific features, and for demonstrating total transparency, both legally and contractually.

Useful texts

Rail Europe Solutions Group values.
Rail Europe Solutions General purchasing conditions.
Human Resources Policy.
Quality standards

Key Questions

• If you find a problem with a company product that could affect the safety of those who install or use it, would you report it to your managers?

• With regard to suppliers, do our requirements in terms of deadlines or payment correspond to the contractual commitments we have made?

• When in doubt about a service provider’s ability to meet its social or environmental commitments, would you report this to your managers or to the teams in charge of the contractual arrangements with the service provider?

5/ Responsibility towards civil society and the environment

Our ethical principles

The Rail Europe Solutions Group and its employees are fully committed to CSR – Corporate Social Responsibility – and to:

listening to civil society and the agents who represent it: politicians, local residents, associations, etc.
adopting a responsible, fair and considerate attitude towards all;
consistently seeking to protect the environment all along the value chain;
ensuring political neutrality

In practice
Ensuring that civil society approves of the Group’s activities is a major factor in its development. In this respect, the Group’s companies and the women and men who make up the Group have adopted an attitude of openness and are willing to listen to the expectations, wishes and concerns of local or national politicians, local residents and associations.

Our respect for the environment is reflected in the implementation of measures to comply with regulations, prevent risks and control the potential impact of our production and marketing activities. Rail Europe Solutions is committed to protecting the environment and reducing the environmental footprint of its products and operations.

The Group will remain politically neutral and will not make any financial or material contributions to political parties or candidates in elections. Any employee who is personally involved in an election or political process may not do so on behalf of the Group, nor may they speak on behalf of or as an employee of Rail Europe Solutions in a political context.

Useful texts

Rail Europe Solutions Group values.
Human Resources Policy.
Corporate Social Responsibility (CSR) approach.

Key Questions

have you read the group’s corporate social responsibility guidelines?
before making any decisions, have you taken the environmental and/or societal impacts and risks into account?
do you feel confident that your company is respectful of and open to the local communities in which you work?
if you are involved in local politics or associations, are you careful not to present yourself as an official representative of the Rail Europe Solutions group in your out-of-work activities?

How to apply the Ethics Charter

This Charter is a reference text for the Rail Europe Solutions Group.

Each company is responsible for distributing and circulating the text within its teams. The Charter must be provided to each employee and is an integral part of the documentation package given to new employees.
The management and the management team should regularly question the field representatives on the ethical measures implemented.

This Charter is in full compliance with all applicable local laws and regulations. In some cases, the Charter sets out principles that may go beyond these and, in such cases, the principles of the Charter shall take precedence.

The key questions contained in this document serve as a guide for employees to assess their compliance with this Charter and to further develop their ethical awareness. If an answer to a key question raises an ethical concern, the employee is urged to consult with the appropriate or designated internal personnel, as outlined below.

In case of doubt, and given that this Ethical Charter cannot provide solutions to all possible situations, we should ask ourselves the following questions:

Have I checked that the applicable law or regulation is respected?
Are the internal procedures of the Group and/or the company well respected?
Am I comfortable talking about this with my family?
If I were ever to speak on the subject in question, would I be completely comfortable with what I had to say?
What impact would it have on the Group if it were exposed by the media?

In addition to these questions, employees will always have the opportunity to discuss the meaning and application of this Charter, especially in the case of ethical dilemmas.

Employees can contact their line manager for any information or advice they may require.

In cases where this is not possible or is deemed unsatisfactory, the Group has set up an ethics committee, which can be contacted by any of its employees. This committee is composed of representatives from several departments: the General Management, the Human Resources Department and the Internal Audit Department.

In cases where Rail Europe Solutions is a simple investor in companies that are not part of the Group’s operational organisation, its management and supervisory representatives shall be responsible for implementing the principles and commitments of this Charter.

The aim of the Ethics Committee is to ensure that all the questions referred to it are dealt with fairly and truthfully, while protecting the identity of the persons who have requested it, particularly with regard to their superiors or persons concerned by the facts mentioned, when such protection is requested. These consultations are essential to ensure compliance with our ethical principles and the Group’s responsibilities. Under no circumstances may they be the subject of sanctions, and no disciplinary action may be taken against a Group employee for seeking advice or reporting an ethical dilemma in good faith. You can contact the Ethics Committee at the following e-mail address: sj.albert@groupe- res.com/sj.albert@groupe-res.com.