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Code of Conduct

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Code of Conduct Summary (pdf)

1. Scope and responsibility

The TOMRA culture is rooted in the principles of honesty and respect for all people. Successful businesses are profoundly dependent on confidence and a good reputation. TOMRA's diversified operations demand a high degree of care, honesty and integrity. Accordingly, TOMRA values its company culture and reputation as key assets. We expect our employees to promote our core values by acting responsibly towards colleagues, business associates and society at large.

The main purpose of TOMRA’s Code of Conduct is to ensure that all persons acting on behalf of TOMRA perform their activities in an ethical way. The rules will help secure compliance with laws and regulations. This Code of Conduct provides a framework for what TOMRA considers responsible conduct, but is not exhaustive. As a TOMRA employee, you should always strive to exercise good judgment, care and consideration in your service for the Company. Reference in this Code of Conduct to TOMRA or the Company should be understood as TOMRA Systems ASA, its affiliates and subsidiaries.

You shall avoid acting or encouraging others to act contrary to this Code of Conduct, even if such deviations under the circumstances may appear to be in the Company's interest. If you are uncertain whether a particular activity is legally or ethically acceptable, you should, as far as practicable, consult in advance with your immediate superior.

As a manager, you are responsible for making these guidelines known and to promote and monitor compliance. Violation of this Code of Conduct will not be tolerated and may in accordance with relevant legislation lead to internal disciplinary actions, dismissal or even criminal prosecution. Should an improper practice occur within the Company, the Company is committed to make necessary corrections and take remedial action to prevent recurrence.

This Code of Conduct is a statement of certain fundamental TOMRA principles, policies and procedures that govern all of the Company’s employees, including temps and Board Members (internal and of TOMRA Systems ASA’s board). It does not create any rights for any customer, supplier, shareholder or any other person or entity. This document has been approved by the Board of TOMRA Systems ASA.

2. Complaints, expression of concern and non-punishment

TOMRA promotes openness and transparency in all of our activities and all employees and business partners are encouraged to report any violations of TOMRA’s Code of Conduct or other policies. Any concerns or complaints should first be raised with your line manager. If, for any reason, you decide this is not appropriate, you may address another member of the local management team or the local Human Resources manager.  Concerns may also be reported to the Group CR & Compliance Officer, the Group CFO or the Head of Audit Committee, or using ethics@tomra.com.  Such concerns or complaints may be reported confidentially, in your preferred language and – if you find it necessary – anonymously.

As a matter of law, concerns regarding questionable accounting or auditing matters shall be submitted to the Group CFO, who serves as secretary for both the Audit Committee and the Board of Directors, or directly to the Head of Audit Committee.

If you in good faith express your concern to a relevant body within TOMRA concerning possible violation of law or Company policy, you shall be protected against any sanctions from TOMRA or any TOMRA representative due to your report. It is a violation of this Code of Conduct to discriminate or harass anyone for making such report. Anyone submitting a false report with the obvious intention to harass may, however, be subject to disciplinary action. If you feel that your pointing out any violation of this policy is in any manner used against you, you should contact your superior or the Head of the Audit Committee.

3. Personal conduct

As a TOMRA employee, you are expected to conduct business and generally behave impeccably towards business associates, colleagues, and others. This includes respecting foreign cultures and customs. However, TOMRA does not accept any form of harassment, violence, discrimination or other behavior that colleagues or business associates may regard as threatening or degrading, regardless of local custom.

4. Equal opportunities

TOMRA is committed to an inclusive work culture and appreciates and recognizes that each person is unique and valuable, and should be respected for their individual abilities. TOMRA does not accept any form of harassment or discrimination on the basis of race, color, religion, gender, sexual orientation, national origin, age, disability, or veteran status.

TOMRA shall provide equal employment opportunity and treat all employees fairly. TOMRA employees and business units shall only use merit, qualifications and other professional criteria as basis for employee-related decisions in TOMRA, regarding for instance recruitment, training, compensation and promotion.  TOMRA provides equal employment opportunities (EEO) to all employees and applicants for employment without regard to race, color, religion, gender, sexual orientation, national origin, age, disability, marital status, amnesty, or status as covered veterans in accordance with applicable federal, state and local laws.  To achieve a better balance over time, priority shall be given to attracting and recruiting women and ethnic minorities to positions in which they may be historically under-represented

5. Conflict of interest and integrity

5.1 Fraud and conflict of interest

TOMRA’s employees and Board Members shall not seek to obtain advantages for themselves (or related persons) that are improper or in any other way may harm TOMRA’s interests, whether or not this constitutes criminal fraud.

You may not take part in or seek to influence any decision under circumstances that can give rise to an actual or perceived conflict of interest. Such circumstances may be a personal interest in the subject matter – economically or otherwise – directly or through someone closely related. If you become aware of a potential conflict of interest you shall, without delay, notify your immediate superior. Conflicts of interest may not always be clear-cut, so if you are uncertain, you should consult one of your superiors or the Group CFO.

5.2 Bribes, gifts and favors

You shall not, in order to obtain or retain business or other advantage in the conduct of business, offer, promise or give any undue advantage to a public official (or a third party) to make the official act or refrain from acting in relation to the performance of her/his official duties. Gifts or other favors to business associates shall comply with locally accepted good business practice. Gifts and other favors can only be given or granted provided that they are modest, both with respect to value and frequency, and provided the time and place are appropriate.

As a TOMRA employee, you are not permitted to accept from business associates monetary or other favors that may affect or appear to affect your integrity or independence. Gifts and other favors can only be accepted to the extent they are modest, both with respect to value and frequency, and provided the time and place are appropriate. If you are offered or have received such favors beyond common courtesy gifts you shall, notify your superior or the Group CFO, who will determine whether your integrity may have been affected. 

5.3 Financial interests in other businesses

As a TOMRA employee, you should avoid having a personal ownership interest, directly or indirectly, in any other enterprise if it compromises or appears to compromise your loyalty to the Company. Before making an investment in a company that competes with the Company or does business with the Company, other than acquiring less than 1% of a listed company, your immediate superior shall be consulted. Special attention should in all circumstances be given to potential conflicts of interest as described in section 5.1

5.4 Activities with a competitor, supplier or other business associates

Before engaging in any activity that may be perceived to advance the interests of a competitor, supplier or other business associates, at the expense of TOMRA’s interests, including serving on the board of such company, you shall consult with your immediate superior.

5.5 Confidential information

Information, intellectual property and innovative ideas are valuable TOMRA assets. These intangible assets must be appropriately managed and protected. TOMRA’s general policy of openness and transparency shall not prevent appropriate protection of information that may be of value to TOMRA’s business interests.

Information other than general business knowledge and work experience that becomes known to you in connection with performance of your work shall be regarded as confidential and treated as such. Of particular relevance are the rules against utilizing confidential information for personal gain for yourself or others.

5.6 Safeguarding assets and records
Safeguarding assets and records of TOMRA, customers and other business associates is the responsibility of all TOMRA employees and other Company representatives. All such assets shall be used and maintained with care and respect while guarding against waste and abuse. The use of Company time, materials, financial assets or facilities for purposes not directly related to Company business is prohibited without authorization from a relevant TOMRA representative. The same applies to the removal or borrowing of Company assets without permission.

6. Compliance

6.1 Compliance with laws – general
You shall comply with all applicable laws and regulations when conducting business on behalf of the Company. You shall not assist in breach of laws by business associates, whether it constitutes an illegal act for the Company or yourself as an individual, or not.

6.2 Antitrust and competition
When relevant, you shall comply with the applicable antitrust and competition laws. You shall seek advice from the Corporate Legal Firm when there is a risk of antitrust exposure for TOMRA, yourself or any of your reports. See TOMRA’s Competition Compliance Manual.

6.3 Insider trading
You shall abstain from trading or giving advice concerning trade in the securities of TOMRA and other listed companies on the basis of non-public information learned through your work for TOMRA which, if publicly known, may influence the price of the securities. TOMRA has issued regulations for the Company’s primary insiders wishing to trade in TOMRA or other securities. In case of uncertainty or need for clarifications, always contact the Group CFO before trading.

6.4 Maintaining records

TOMRA is committed to transparency and accuracy in all the Company’s dealings, while respecting confidentiality obligations etc. As a TOMRA employee, you have the responsibility to maintain necessary records of the Company’s business and business relations. No false, misleading or artificial entries may be made in TOMRA’s books and records. All transactions must be fully and completely documented and recorded in TOMRA’s accounting records. Employees, particularly our senior executives and financial officers, are expected to exercise the highest standard of care in preparing such materials. No information may be concealed from the internal auditors or the independent auditors.

7. Environmental performance
TOMRA maintains high standards for social and environmental performance.  We consistently follow these high standards irrespective of instances where less stringent national regulations exist.  We are committed to minimizing the impact of our businesses on the environment with methods that are socially responsible and sustainable.  Our objective is to ensure that the positive environmental impacts created by TOMRA’s operations are greater than the negative impacts.

8. Responding to inquires from the press and others

TOMRA’s profile in domestic and international markets is greatly influenced by our ability to communicate consistently and professionally with external parties, including the media. Consequently, TOMRA shall maintain a principle of openness and be honest and responsive when dealing with interested parties outside TOMRA as well as society at large.

In order to ensure a coordinated interface with external parties, general inquiries about the Company or its employees, as well as all inquiries from the media, should be directed to a member of TOMRA Group Management. Inquiries from financial analysts or investors should be passed onto the Group CFO or the CEO.

The Board of Directors

First approved by the Board: Nov. 2007
Date of last Board review: Feb. 2014
Last revised: Apr. 2013