Sika Code of Conduct

• Strictly follow all laws and regulations which are applicable to our business.
• Strictly follow this Code of Conduct even if it is stricter than applicable laws.
• Full compliance with applicable laws and regulations is the framework for all our activities.
  
• In addition this Code of Conduct defines rules which may be stricter than applicable laws. Also, further internal regulations exist which must be followed.

• Avoid any form of either active or passive bribery or corruption
• Do not offer or accept any favor of any kind (cash, trip, gifts, etc.) for any improper advantage (offer, permit, order, project award, etc.).

Bribery and corruption can take many forms. It may be cash, but also any other favor (trips, excessive gifts of any kind). It is always intended to influence the receiving person’s decision to obtain an improper advantage for the person or entity offering the favor. It does not matter whether you offer or receive such a favor. It does not matter who the counter party is (government, company or private person). Except for ordinary gifts and entertainment which do not aim at an improper advantage (see section 3) it does not matter how big or small the favor or the advantage is. It still is bribery or corruption which is strictly forbidden.

• Only give or accept gifts and entertainment which are lawful, reasonable and in compliance with the local Sika company’s written rules.
• Sponsoring and charitable contributions are permitted in compliance with the local Sika company’s written rules.
• Sika does not contribute to any political party or for a political cause unless approved by Group Management.

In almost all countries and markets reasonable gifts and entertainment (meals, sporting or cultural events, etc.) are an inherent part of business. They become bribery and corruption when they are intended to influence the receiving person’s decision. Trips or multiple day events as well as gifts and entertainment for public officials are especially critical. All companies must implement written rules based on the corporate model rules to further specify which gifts and entertainment as well as which sponsoring and charitable contributions are permissible in the framework of this Code of Conduct. The rules must also provide for authority levels depending on the amount involved. Contributions to political parties or a political cause are subject to the approval of Group Management.

• Act performance oriented and fair in the market both vis-à-vis customers and suppliers.
• Do not discuss, agree or cooperate in any form with competitors on
  strategies, prices, markets, customers, products, production or other market-sensitive aspects.
• Do not agree with Sika’s customers on their resale prices.
• Precheck any sensitive obligation (e.g. exclusivity, noncompete, joint ventures) with Corporate Legal or a local legal adviser.
• Do not abuse a market-dominant position.
  

We expect full compliance with applicable cartel and antitrust laws. This especially regards any kind of discussion or agreement with competitors on price- or other market- sensitive aspects. Special attention must be given to informal gatherings, conferences, trade shows and meetings of trade associations or in discussions involving possible acquisition opportunities. To the extent contacts with competitors are permitted, they must as a principle be managed by a member of Sika’s Senior Management.

• Avoid any situation that may create a conflict of interest between your personal and family interests and Sika’s interests. Fully disclose such conflicts to your superior.
• Avoid any activities competing with Sika.
• Do not use a business opportunity of Sika for your own personal benefit.

Decisions on behalf of Sika must not be influenced by personal or family
interests. Any activity competing with Sika is not allowed.

• Do not use confidential price-sensitive data to trade in Sika shares, options or bonds.
• Do not share such information with third parties.
• Do not use confidential price-sensitive data to trade in shares, options or bonds of Sika’s business partners or share such information with third parties.

Trading based on insider information makes use of privileged information to achieve an improper profit. It is illegal in Switzerland and many other countries. Insider trading concerns primarily trading in Sika shares. But it is also not permitted to use insider knowledge to trade in shares of Sika’s business partners. Sika’s Insider Trading Rules provide for further specific guidance especially with regard to no-trade periods.

• Protect confidential business, technical and financial information about Sika.
• Within Sika, share confidential information only on a need-to-know basis.
• Do not share confidential information with any third party unless required for business purposes and only after having signed a confidentiality agreement.
• Respect confidential information of third parties.
• Comply with data protection laws.
  

Safeguarding Sika’s know-how is of utmost importance. While Sika does not intend to hinder the flow of information required for the business, it is crucial to protect Sika’s know-how from improper use. We equally respect confidential information of third parties.

• Use Sika’s assets (equipment, computers, cars, etc.) with care and only for business purposes unless approved otherwise by your superior.
• Protect them from any misuse (fraud, theft, loss).

Sika’s assets may only be used for business purposes and should be handled with care.

• Fully comply with labor and employment laws.
• Treat your subordinates and work colleagues fairly and with respect.
• Do not discriminate based on race, nationality, sexual orientation, gender, age, religion.
  

Treating each other fairly and with respect is an inherent part of the Sika Spirit.

• Comply with health and safety laws and relevant internal guidelines.
  
• Comply with environmental laws and relevant internal guidelines.
  

Sika has a particular responsibility to fully comply with health and safety
as well as environmental laws and internal guidelines in the interest of our
employees, customers, the public and the environment in general.

• Ensure compliance of suppliers, service providers, agents and distributors with these rules.
• Comply with customers’ rules especially in case of gifts and entertainment even if they are stricter than this Code of Conduct.

We expect that our business partners providing services and products to us share the same ethical values. More details are available in Sika’s Supplier Code of Conduct.

• All commitments on behalf of Sika are only made by collective signature and only in line with local authority rules.
• In electronic communication ensure the four-eye principle by having commitment previewed by a second pair of eyes.
• Unless required by law, do not use chops or personal stamps instead of your personal signature.
  

The four-eye principle is Sika’s key principle for proper risk management and ethical conduct. A competent second pair of eyes must review business matters and ensure a diligent decision-making process and especially compliance with this Code of Conduct.

• Do not use third parties to bypass these rules.
  

Critical conduct or business practice must not be delegated to third parties (e.g. agents, distributors, consultants, etc.) in order to bypass these rules.

• Always ask beforehand if in doubt.
• Properly declare and account any transaction.
• Inform your superior about potential conflicts with these rules.
• Report violations of these rules to your superior and to a member of the Group Management and/or Corporate Legaal
• Reporting persons will be protected. Violators of these rules will face disciplinary measures.

Transparency about potential conflicts and detected violations helps to enforce this Code of Conduct. Transparency is also important with regard to accurately documenting and accounting for all transactions. Violations may be reported to your superior and to Corporate. Alleged violations will be carefully investigated and, if confirmed, will have disciplinary consequences for the persons concerned (including dismissal where applicable) while reporting persons will be protected.

• As a superior, lead by example and strictly adhere to the Code of Conduct.
• Apply a zero tolerance policy in your area of responsibility.
• Insist on transparency in order to address potential conflicts early.

Setting the tone from the top is a crucial element to bringing this Code of Conduct alive. It is essential to set an example and also to apply a zero tolerance policy. It also means having a working environment where possible conflicts are openly addressed.

• All employees joining Sika are requested to commit to these rules.
• All personnel in all companies will be regularly reminded, at least once a year, about these rules.
• General Managers of all Sika companies will for each year confirm compliance of his/her company with these rules.
• Corporate Functions will regularly conduct trainings and audits.

This Code of Conduct is addressed to all Sika employees. While Corporate will provide the necessary instruments and methods, compliance with this Code of Conduct is a continuous responsibility of line management. Proper selection, training and supervision of personnel is also crucial in this respect.

Where there is no specific rule or if you are in doubt, check your conduct with the simple newspaper rule:

Would you do it if it appeared on the front page of your local newspaper with all details?

While many of these rules may be specific and may not cover the actual case, the newspaper rule is globally understood and applicable. It provides a sound test as to whether a conduct is permissible or not. Also, if in doubt always ask beforehand.

If you are in doubt or have questions regarding this Code of Conduct, contact your superior or Corporate beforehand. You may also send your questions and comments to compliance@ch.sika.com.