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Compliance

For a fair contact with our stakeholder.

PORR has had Group-wide compliance guidelines in place for well over a decade in order to ensure a fair and open dialogue with stakeholders. The guidelines specify basic principles for disseminating information, provide key measures to avoid insider trading and regulate everything to guarantee legal compliance and avoid conflicts of interests. Naturally, the guidelines are regularly updated to conform to any changes in the law. A dedicated compliance officer is responsible for monitoring adherence to all guidelines.

Compliance in the PORR Group.

On the basis of our corporate ethics (PORR Code of Ethics) and corporate values (PORR Spirits), the compliance organisation is tasked with implementing internal guidelines (e.g. anti-corruption guidelines) to ensure behaviour that conforms to the law as well as adherence to the Austrian Code of Corporate Governance through the Compliance Management System (PORR CMS).  
 
Here the cooperation between the internal audit, HR and legal departments as well as Group management is a significant factor in guaranteeing the effectiveness of the compliance organisation. Furthermore, as a listed company PORR AG upholds all of the provisions of the Stock Exchange Act and the Market Abuse Regulation (“MAR”) valid in the EU since 3 July 2016. This represents a significant part of the compliance function and organisation.

PORR has

  • A Compliance Management System (handbook)
  • Issuer Compliance Guidelines
  • Guidelines to prevent corrupt behaviour
  • Other guidelines addressing issues such as antitrust law, checking contracts and business partners, preventing illegal employment of foreigners and social dumping, as well preventing money laundering and financing terrorism,
  • An array of other guidelines and work instructions for purchasing, hospitality, donations, bookkeeping etc.
  • A new whistleblower system in acc. with MAR Art. 32
  • Multi-year training plans for Group employees

 
All of the compliance guidelines are documented in the IMS and are available in German, English, Polish, Czech, Hungarian and Romanian. 
 
The Compliance Management System is constantly monitored through risk analyses, evaluations and internal audits. Any transgressions are sanctioned and often serve as starting points for improving the system itself. 
 
In 2016/17 PORR has amended its Compliance Management System to comply with the requirements of national and international standards, namely ISO 19600 Compliance Management Systems (international standard), ISO 37001 Anti-Bribery Management Systems (new international standard) and ONR 192050 Compliance Management Systems (Austrian standard) and has also held certification for these ISO and ONR standards from the Austrian standards institute “AUSTRIAN STANDARDS” since November 2017. This means that PORR is the first listed Austrian construction company to conform to these high standards regarding compliance, quality and anti-corruption.

Anti-corruption.

Corruption is not tolerated at PORR. Such behavior is ethically unacceptable.

Active corruption occurs when an employee of the business partner or an authority is offered, promised, granted or approved an advantage in order to gain advantages for PORR, employees of PORR or third parties. The granting of such an advantage is a violation of compliance.

The granting of benefits to employees of public business partners and private business partners is prohibited.

The granting of an advantage is also not permitted if the act for which the advantage is granted is lawful. It is also not permitted to grant the benefit to a third party (e.g. relatives, friends, partners or acquaintances) and not to the business partner or official himself.

Passive corruption occurs when an employee of PORR demands, accepts or allows to be promised a personal advantage from a business partner or official for the performance of an action. The acceptance of such an advantage is a violation of compliance. All PORR employees must carefully choose their conduct when dealing with business partners. Even the appearance of corruption is unacceptable and must be avoided.

PORR is fully committed to preventing corruption and has implemented this in its compliance organization in such a way that in 2017 it was able to obtain certification in accordance with the new ISO 37001 standard.

Antitrust and competition law.

Agreements and coordinated practices with third parties, in particular competitors, which have the effect or effect of restricting competition, are prohibited and will not be tolerated by PORR.

Anti-competitive agreements include written agreements, informal (including verbal) agreements, other concerted practices with third parties (in particular competitors, but also suppliers or customers) if the objective or actual effect is to restrict competition.

In particular, agreements on the price (e.g. offer or resale prices), agreements on the division of a market, agreements on conditions vis-à-vis third companies, agreements not to supply a third party or not to offer any services, as well as any other agreement which restricts competition or which has the object or effect of restricting it are prohibited.

The making of such an agreement is a violation of compliance. The conclusion of such an agreement is treated as equivalent to other coordinated conduct if it has the objective or de facto effect of restricting competition. All PORR employees must carefully select their conduct in contacts with competitors and other third parties. Even the appearance of anti-competitive behavior must be avoided.

Furthermore, agreements with suppliers and subcontractors with the aim or actual effect of restricting competition are prohibited.

In particular, it is forbidden to agree which prices the supplier or subcontractor offers to a third company, in particular to competitors, or to agree which conditions under competition law the supplier or subcontractor grants to a third company.

The conclusion of such an agreement is a compliance violation.

All PORR employees must carefully select their behavior in contacts with suppliers and subcontractors. Even the slight appearance of anticompetitive behavior must be avoided.

Compliance certificates.

In 2016/17 PORR has amended its Compliance Management System to comply with the requirements of national and international standards, namely ISO 19600 Compliance Management Systems (international standard), ISO 37001 Anti-Bribery Management Systems (new international standard) and ONR 192050 Compliance Management Systems (Austrian standard) and has also held certification for these ISO and ONR standards from the Austrian standards institute “AUSTRIAN STANDARDS” since November 2017. This means that PORR is the first listed Austrian construction company to conform to these high standards regarding compliance, quality and anti-corruption.

Whistleblower system for issuer compliance and the reporting of money laundering.

PORR AG is obligated/required to provide an internal reporting system (whistleblower system) that fulfils all the statutory requirements.

Provisions for reporting systems conform to the regulatory trend in European financial supervision law and can now be found in a number of financial market regulatory documents. On 3 July 2016, Regulation (EU) No 596/2014 (the “EU Market Abuse Regulation” or “MAR”) came into effect, which stipulates measures to prevent, inter alia, “market manipulation” and “insider trading”, and imposes draconian sanctions for infringements.

In addition, PORR AG has implemented Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (“4th Anti-Money Laundering Directive”) by setting up a reporting procedure through which violations in connection with money laundering or terrorist financing can be reported anonymously.

Whistleblowers are guaranteed full anonymity. Whistleblowers who submit an accurate report will enjoy full protection.

Deliberate false reporting, however, may have consequences under labour and criminal law. 

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