Audit Guideline

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Description

Code of Ethics For internal use Code of Ethics IS/CEA Identifier Audit Committee Owner 26. February 2008 Creation date 3. March 2008 Approved on 4. March 2008 Valid from Until revoked Period of Validity Version 2.0 English, created originally on 10.11.03, approved on Version-Number and History 18.11.03, valid from 19.3.03 GFC-AR Archived at Gez. O. Vock, 3. March 2008 ________________________ Othmar Vock President Audit CommitteeCode of Ethics (E) Valid from 4. March 2008 1/5 Code of Ethics For internal use Table of Content 1. Introduction 2. Obligation for Covered Officers to Act Honestly and Candidly 3. Avoidance of Conflicts of Interest 4. Disclosure 5. Compliance with laws, Rules, and Regulations 6. Reporting and Accountability 7. Other Policies and Procedures 8. Changes and Waivers of this code 9. Final Rules Code of Ethics (E) Valid from 4. March 2008 2/5 Code of Ethics For internal use 1 Introduction The Audit Committee of Swisscom AG (with its group companies, the “Company”) has adopted this code of ethics (the “Code”) applicable to the CEO and CFO of Swisscom AG, the CEOs and CFOs of its group companies and any other responsible financial, accounting or controlling officers of the Company (the “Covered Officers”) to: − Promote honest and ethical conduct, including the ethical handling of conflicts of interest; − Promote full, fair, accurate, timely and understandable reporting ...

Informations

• Publié par: Kivim
• Nombre de lectures: 11
• Langue: English

Extrait

Identifier

Owner

Creation date

Approved on

Valid from

Period of Validity

Version-Number and History

Archived at Gez. O. Vock, 3. March 2008 ________________________ Othmar Vock President Audit Committee

Code of Ethics (E)

Code of Ethics

IS/CEA

Audit Committee

26. February 2008

3. March 2008

4. March 2008

Until revoked

Code of Ethics

For internal use

Version 2.0 English, created originally on 10.11.03, approved on 18.11.03, valid from 19.3.03 GFC-AR

Valid from 4. March 2008

1/5

Table of Content

1.Introduction

2.Obligation for Covered Officers to Act Honestly and Candidly

3.Avoidance of Conflicts of Interest

4.Disclosure

5.Compliance with laws, Rules, and Regulations

6.Reporting and Accountability

7.Other Policies and Procedures

8.Changes and Waivers of this code

9.Final Rules

Code of Ethics (E)

Valid from 4. March 2008

Code of Ethics

For internal use

2/5

Code of Ethics

For internal use

1Introduction The Audit Committee of Swisscom AG (with its group companies, the “Company”) has adopted this code of ethics (the “Code”) applicable to the CEO and CFO of Swisscom AG, the CEOs and CFOs of its group companies and any other responsible financial, accounting or controlling officers of the Company (the “Covered Officers”) to: Promote honest and ethical conduct, including the ethical handling of conflicts of interest; − Promote full, fair, accurate, timely and understandable reporting and commun −ication; Promote compliance with applicable laws and governmental rules and regulations; and − Deter wrongdoing. −

Currently, the other responsible financial, accounting or controlling officers of the Company covered by this Code are the Head of Group Accounting & Reporting, Head of Group Controlling & Planning, Head of Group Treasury Mergers & Acquisitions and Insurance, Head of Investor Relations, Head of Capital Market & Corporate Law and Head of Group Tax. The Audit Committee may, in its sole discretion, determine that the Code is applicable to any financial, accounting or controlling officer by providing such officer with prompt notice thereof.

2Obligation for Covered Officers to Act Honestly and Candidly

Each Covered Officer owes a duty to the Company to act with integrity. Integrity requires, among other things, be- ing honest and candid, while still maintaining the confidentiality of information where required or consistent with the Company’s policies. Deceit and subordination of principle are inconsistent with integrity. In addition, each Co- vered Officer must observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Company internal policies and directives and adhere to a high standard of business ethics.

3Avoidance of Conflicts of Interest

Covered Officers have an obligation to promote the best interests of the Company at all times. They should avoid any action which may involve a conflict of interest with the Company. A “conflict of interest” occurs when an indi- vidual’s private interest interferes or appears to interfere with the interests of the Company. A conflict of interest can arise when a Covered Officer takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. For example, a conflict of interest would arise if a Covered Officer, or a member or his or her family, receives improper personal benefits as a result of his or her position in the Company. Service to the Company should never be subordinated to personal gain and advantage. Each Covered Officer must discuss any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest with the General Counsel. Some clear conflict of interest situations that should always be discussed with the General Counsel, if material, in- clude the following: any significant ownership interest in any supplier or customer; −

y consulting or employment relationship with any customer, supplier or competito −an r;

business activity that detracts from an individual’s ability to devote appropriate time and at-−any outside tention to his or her responsibilitieswith the Company;

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Code of Ethics

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receipt of non-nominal gifts or excessive entertainment from any company with which the Company −the has current or prospective business dealings;

−being in the position of supervising, reviewing or having any influence on the job evaluation, pay or bene- fit of any immediate family member; and

selling anything to the Company or buying anything from the Company, except on the same terms and − conditions as comparable officers or directors are permitted to so purchase or sell.

Anything that would present a conflict for a Covered Officer would likely also present a conflict if it is related to a member of his or her family.

4Disclosure

Each Covered Officer is required to familiarise himself or herself with the Company’s disclosure controls and pro- cedures under the rules applicable to him or her so that the Company’s public reports and documents at SWX comply with the corresponding applicable laws, rules and policies. In addition, each Covered Officer having direct or supervisory authority regarding the Company’s public communications concerning its general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other employees within the Company and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable reporting and communication.

Each Covered Officer must properly review and critically analyse proposed disclosure for accuracy and complete- ness (or, where appropriate, delegate this task to others).

In particular, each Covered Officer must not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent audi- tors, governmental regulators and self-regulatory organisations.

5Compliance with Laws, Rules and Regulations

It is the Company’s policy to comply with all applicable laws and governmental rules and regulations. It is the per- sonal responsibility of each Covered Officer to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing mattes.

6Reporting and Accountability

The General Counsel is responsible for applying this Code to specific situations in which questions are presented to him and has the authority to interpret this Code in any particular situation. Any Covered Officer who becomes aware of any existing or potential violation of this Code is required to notify the General Counsel promptly. Failure to do so is itself a violation of this Code.

Each Covered Officer must not retaliate against any employee or Covered Officer for reports of potential violations that are made in good faith.

The Company will follow the following procedures in investigating and enforcing this Code, and in reporting on the Code:

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ƒViolations and potential violations will be reported by the General Counsel to the Audit Committee.

ƒThe Audit Committee will take all appropriate action to investigate any violations reported to it.

ƒIf the Audit Committee determines that a violation has occurred, it will cause the competent body or person, according to the organisational regulations and GZO of Swisscom AG, to take such disciplinary or preventive action (up to dismissal). The Audit Committee will inform the Board of Directors of Swisscom AG any violation and any subsequent disciplinary or preventive action undertaken by the competent body or person.

7Other Policies and Procedures

The Company’s internal policies and directives are separate requirements applying to Covered Officers and others, and are not part of this Code.

8Changes and Waivers of this Code

Any changes to this Code and any waiver of a single rule can be only done by the Audit Committee after consulta- tion of the General Counsel.

9Final Rules

This Code was revised by the Audit Committee at its session on 3 March 2008 and entered into force on 4 March 2008.

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