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Blue Square-Israel Ltd.
Code of Ethics
1. Preamble
Ethical conduct unconditionally requires strict adherence to all statutory provisions, honesty and fairness, which are values that are central to the operations of Blue Square-Israel Ltd. (hereinafter: the “Company”). These values are the basis of the Company’s connection with its partners, and with the public at large, its relationship between the officers of the Company and its employees (hereinafter jointly: the “Employees of the Company”), and between such Employees of the Company themselves.
The Code of Ethics prescribes the fundamental principles that bind the Employees of the Company in the following areas:
* Performance of statutory provisions.
* Prevention of conflicts of interest.
* Prohibition against abuse of the Company’s business opportunities.
* Protection of the Company’s assets and assurance of proper use of them.
* Competition and fairness.
* Prohibition against unlawful giving and receiving of personal benefits.
* Prohibition against use of inside information.
* Maintenance of records.
* Maintenance of confidentiality.
* Fair, just and professional cooperation between Employees of the Company.
* Human dignity.
The Code of Ethics is not an exhaustive and detailed guide for all cases that you might encounter during the course of your work in the Company. Further, the principles and rules set out in this Code are not the sole source of rules of conduct for Employees of the Company. Therefore, in upholding and implementing the principles of the Code of Ethics, you must exercise proper and reasonable discretion, and you must read and implement the Code together with the relevant statutory provisions and procedures.
2. Performance of Statutory Provisions
All Employees of the Company must obey the law and comply fully and absolutely with the provisions of the law wherever we operate, and shall not be permitted to breach the provisions of any statute in the name of the Company. The Employees of the Company must uphold the statutory provisions and professional rules that apply to the Company faithfully. This requirement includes, inter alia, the submission of full and precise reports and documents to the public or to State authorities, as required, on the dates prescribed for such.
In any event, lack of knowledge of the law shall not constitute a reason or explanation for breach of it. It is important, and required, that the Employees of the Company consult with their superiors, or with other appropriate Employees of the Company, on any relevant question that might arise.
3. Prevention of Conflicts of Interest
Employees of the Company shall be prohibited from dealing in any activity that might give rise to a conflict of interests or suspicion of a conflict of interests between the interests of the Company and the personal interests of the Employees. Employees of the Company are required to avoid any situation that might cause them not to fulfill their positions in the Company properly, or not to perform their obligations and liabilities to the Company properly, for the good of the Company.
A “conflict of interests” shall arise where the interest or personal business of an Employee of the Company in any way affects, harms or interferes with the Employee's ability to advance the interests of the Company exclusively and properly, and in the best way.
* It is important that the Employees of the Company ask themselves: “if another party was aware of all of the facts, would he have doubts as to my objectivity or my ability, in such circumstances or in such a situation, to make a proper decision for the Company?”
Types of conflicts of interests: An Employee of the Company must avoid any private activities or activities of a personal nature, investment or acquaintance with persons, which might affect or be seen as affecting, harming or interfering with his ability to act properly in the interests of the Company. An Employee of the Company must not abuse his position in the Company in order to obtain a personal gain or benefit.
Thus, for instance, the following acts may be seen to be activities that give rise to a conflict of interests:
• Where an Employee of the Company causes the Company to do business with relatives or friends of the Employee.
• Where an Employee of the Company works for a competitor of the Company, or acts as a consultant or a member of the board of directors of a competitor of the Company.
• Where an Employee of the Company has an economic or other interest in suppliers, customers or competitors of the Company.
• Where an Employee of the Company competes or plans to compete with the Company during the course of his employment.
A conflict of interests may arise in a situation in which an Employee of the Company, or a relative of such Employee, receives improper personal benefits from a supplier or customer as a result of the Employee’s position at the Company, such as: gifts, grants or accommodation.
An Employee of the Company must avoid direct or indirect business contacts with customers, suppliers or competitors of the Company outside of the framework of his position.
Acts in conflict of interest could arise in many other circumstances. Since it is impossible to foresee every possible situation in which a conflict of interests may arise, all Employees must be aware of and sensitive to this important issue.
Discussion with superiors regarding conflicts of interests: Sometimes, conflicts of interest may be vague and unclear, and therefore, in the case of any doubt, you must consult with your superiors at the Company, or with the Company’s legal counsel.
An Employee of the Company who encounters a case or situation of conflict of interest, or a fear of conflict of interest, between the interests of the Company and his own personal interests or the personal interests of another Employee, must give notice of such to his superior, or to an appropriate Employee of the Company, or act in accordance with the guidelines set out in clause 14 of this Code of Ethics, immediately.
External activities of directors: The directors of the Company must give notice to the chairman of the board of directors before accepting any consulting or administrative position on any other entity which may give rise to a fear of a conflict of interests.
4. Non-Exploitation of Company’s Business Opportunities
Employees of the Company are prohibited from exploiting business opportunities or information reaching to them by virtue of their employment, position or status in the Company for their own personal purposes, without receiving express written permission of such from the Company’s legal counsel, or from some other appropriate person at the Company, as the case may be.
An Employee of the Company shall not make use of the Company’s property, information received during the course of his employment or his status at the Company in order to make personal gains or personal benefits in an inappropriate manner, or in order to compete directly or indirectly with the Company. Employees of the Company shall be under an obligation to promote the legitimate interests and purposes of the Company whenever they encounter an opportunity to do so.
Employees of the Company must disclose all information to the Company and provide it with any document relating to its affairs which might come into their possession by virtue of their employment, position or status at the Company, and which may reasonably be presumed to interest the Company for the purposes of advancement of its operations and development of its business.
5. Protection of the Company’s Assets and Assurance of Appropriate Use of Them
Use for business purposes: Employees must respect and protect the Company’s assets and make appropriate use of them for the purposes of the Company only.
The Company’s assets, including, food and other products sold in the Company’s stores, office equipment, computers (hardware and software) etc. may only be used in the context of the Employee’s position at the Company and in order to promote the Company’s purposes only. The Company’s assets may only be taken out of the Company’s installations with the consent of the Employee’s superior, for the purpose of work and for the Company's purposes.
The Employees are required to protect all of the Company’s assets, including its intellectual property. Intellectual property includes intellectual assets such as commercial secrets, trade marks and copyright, as well as business plans, marketing and service plans, databases, customers, suppliers, records, arrangements with suppliers, cost prices of products to the Company and any commercial information of any kind, and business reports that have not been published and are not in the public domain. Improper use of the Company’s property, including its intellectual property, constitutes a breach of the Company’s policy and of this Code of Ethics, and may even be considered illegal and have serious results with respect to employer-employee relations, civil law and criminal law.
Misappropriation of the Company’s assets or property, theft, negligent use of the Company’s property or wastage of it, constitutes harm to the Company. In the event of any suspicion of acts or omissions such as these, an Employee must report such to his superiors, so that they may investigate the matter properly.
Cooperation with internal controls: The Company has an effective system of internal controls in place to protect its assets and intellectual property, as well as the assets of customers, suppliers and shareholders of the Company. An Employee of the Company must cooperate and assist these control activities.
Every transaction, depending on its nature, scope and quality, requires the appropriate level of managerial approval. No undertakings may be made on behalf of the Company to enter into a transaction regarding the Company’s interests, assets or property other than via a person who is authorized at the Company, and in accordance with the Company’s procedures. Every Employee who is responsible for the purchase and sale of assets on behalf of the Company, including any person authorized to make undertakings on behalf of the Company, must exercise the authority and responsibility granted to him with reasonable discretion and understanding, in compliance with the law and the Company’s procedures, and must not deviate from the powers and authorities granted to him.
6. Competition and Fairness
Commercial secrets: The Company aspires to improve is competitiveness, in an honest and fair way. The theft of intellectual property, receipt or acquisition of commercial secrets without the consent of its owners or in an inappropriate manner, acts which cause Employees of the Company to leak information or commercial secrets, are all prohibited acts.
Publishing: The publishing of the Company’s operations and its campaigns, including comparative publication for other bodies, shall be done fairly and in accordance with the law.
Fair conduct: Employees of the Company must act fairly towards all bodies with which the Company maintains contact, including suppliers, competitors and the employees of such bodies, and must respect their rights. Employees of the Company must avoid use of manipulative conduct, abuse of confidential information or any other unfair act.
7. Prohibition Against Unlawful Giving and Receiving of Personal Benefits
Employees of the Company and their relatives shall not receive, offer or give gifts or other personal benefits. A number of examples, of the wide range of cases that might constitute the unlawful receipt of a personal benefit, are listed below:
* Relationships with Company suppliers: Although the Company encourages the maintenance of good relations with the Company’s suppliers, Company employees are prohibited from exploiting their position as representatives of the Company in order to make a personal gain, be it direct or indirect, from the purchase of a service or product from or for the Company. The direct or indirect receipt by Employees of the Company of any remuneration in money or money’s worth from suppliers to the Company is absolutely prohibited.
* Premiums and prizes: The Company and its Employees may not participate in competitions, campaigns or raffles, in which prizes are awarded to representatives of the Company, by the Company’s suppliers.
* Giving out samples: Employees of the Company may receive samples distributed by suppliers, so long as such distribution is to customers of the Company for commercial purposes, in such amounts as may be intended for evaluation of the production only.
The giving or receiving of “bribes” or payments of any kind by the Company or any of the Employees of the Company to or from any person, representative of the State, public servant or any other body is absolutely prohibited. This prohibition relates to any kind of payment, whether such may be considered to be legal, or not.
A promise, offer or giving of a gift or benefit, inter alia, to a public servant, not only is a deviation from the Company’s policy, but might also constitute a criminal act.
An Employee of the Company must report to his superior immediately upon becoming aware of an event of the giving or receiving of a gift or offer of a gift or any other benefit.
8. Prohibition Against Use of Inside Information
An Employee of the Company with access to information regarding the Company, including final results, work plans, various agreements, administrative and strategic resolutions, information regarding developments at the Company, changes in its status, or anticipated developments or changes to it or to its status, or other information of the Company not known to the public (hereinafter: “Inside Information”) must avoid disclosing such, using it or informing any third party of it, for any purpose, and in particular for the purpose of trading in the securities of the Company, unless the use of such information is part of the Company’s business operations. All substantial information that is not disclosed to the public regarding the Company or third parties with whom the Company is in business contacts must be treated as Inside Information. Substantial information as aforesaid shall be deemed to be Inside Information unless properly disclosed to the public, for instance by way of:
* Submission of documents to supervisory authorities pursuant to any law.
* Notices to the media, press releases.
* Meetings with representatives of the media and of the public.
Illegality: Use of Inside Information for the purpose of effecting a transaction in securities of the Company, or by way of tipping others who might use it in order to effect a transaction in securities, is not only unethical but might also be deemed to be illegal. An Employee of the Company who breaches the prohibition against use of Inside Information shall be liable to the penalties set out in criminal law or to liabilities set out in civil law, as shall the Company itself.
In order to assist in the performance of the provisions of statutes prohibiting the use of Inside Information, the Company has adopted a detailed, stringent policy for Employees regarding trading in the securities of the Company. A document explaining this policy shall be distributed to all Employees of the Company as part of the Company’s procedures, and a copy of it is available for perusal at the Operations Department, and at Company’s Secretarial Department.
9. Keeping Records
Keeping of fair and exact records: The Company expects its Employees to record information and to report it fairly and precisely. Records include, inter alia, reports and documents regarding the Company’s operations, intended both for the Company’s internal use and for delivery to third parties, including State authorities.
Keeping of books of account: All books, reports, declarations and financial records of the Company must be kept in such a way as to fulfill the requirements of the law, and the Company’s internal control system. Maintenance of records: Employees must act in accordance with the Company’s policy, which may be adopted from time to time, regarding maintenance and destruction of records. The Company’s records must be kept properly for at least seven years. The content of records (whether in paper form, electronic files or electronic mail, or in any other form) must not be destroyed or altered for any reason. An Employee of the Company who does not perform these requirements might also be subject to criminal liability.
Concealing of errors: Errors made must not be concealed or presented in a misleading fashion. On the contrary, errors must be disclosed immediately and fully, and corrected forthwith.
10. Maintenance of Confidentiality
Confidential information: Employees of the Company must maintain the confidentiality of the information that they receive by virtue of their employment, status or position at the Company, or from customers and suppliers of the Company. Confidential information is any information that is in the Company’s knowledge but not in the knowledge of the public, and which might directly or indirectly assist competitors or harm the Company or its customers, if disclosed. The duty to maintain confidentiality might be subject to statutes and regulations governing the transmission of such confidential information, in general, to the authorities of the State. In such cases, you must consult with the Company’s legal counsel, who shall assist you in deciding whether such information should be transmitted.
Information to the public: An Employee shall not be entitled to transmit confidential commercial information regarding the Company to entities outside the Company, including the media, discussion groups, internet chat rooms and forums, unless authorized to do so. The transmission of confidential information within the Company shall also only be effected to those people so authorized. In any event, calls from the media shall be referred to the CEO of the Company, or to the chairman of the board of directors of the Company, or to the Company spokesperson, in order that they may determine the person at the Company who shall deal with such matters. Only the CEO, the chairman and the spokesman of the Company, or a person authorized for such by them, may transmit information to the media.
Media, publication and public appearances: Employees of the Company must obtain approval from their superiors before the publication of any information, making of any speech, granting of any interview, or any public appearance. Similarly, Employees of the Company must give notice to their superiors before the publication of any information, making of any speech, granting of any interview or any public appearance which are of interest to the public, and which might affect the Company’s public image.
11. Fair, Just and Professional Cooperation between Employees of the Company
The Company places supreme importance on the maintenance, encouragement and cultivation of proper employment relations between Employees of the Company. The employment relations between Employees of the Company must be based on broad-based professional cooperation, where possible, in such a way as to contribute to the advancement of the purposes of the Company. As part of this cooperation, Employees of the Company must act honestly, fairly and professionally towards their colleagues at the Company, and in particular: must share professional information with their colleagues at the Company, must assist their colleagues at the Company who encounter difficulties at work, must assist in the adaptation of new employees to the Company, and assist in maintaining a proper and pleasant work environment.
12. Human Dignity
Respect and consideration: Every person must be treated with respect and consideration. All Employees of the Company must treat others in a fair and dignified manner, must share success and praise with others, must avoid public criticism of one another, and must encourage an atmosphere of openness, cooperation and consultation. Relationships between Employees of the Company must be based on high standards of respect and consideration, and these must also be employed in relations with the community customers, suppliers and shareholders.
Discrimination: The Company will not tolerate any form of discrimination at all on grounds of race, nationality, ethnicity, religion, gender, marital status, age, sexual preference, disability or military service, unconditionally. The Company believes that a wide variety of employees is truly significant for the Company’s success, and the Company is absolutely obligated to equality of opportunities.
Harassment: The Company’s tradition and spirit are based on principles of equality, respect, professionalism and esteem in the workplace. The Company prohibits sexual harassment, or any other form of harassment or threat, at any level whatsoever. Harassment on grounds of race, nationality, ethnicity, religion, gender, marital status, age, sexual preference, disability or military service shall be absolutely prohibited.
The Company has adopted rules regarding sexual harassment, and the Employees of the Company must act in accordance with such rules, and in accordance with the Company’s procedures. The rules have been distributed to Employees of the Company, and a copy of them is available for inspection, in accordance with the Company’s procedures, in the Human Resources Department and at Company’s Secretarial Department.
Health and safety: The Company expects its Employees to assist it in maintaining a healthy, hygienic and safe workplace.. The Company is obligated to comply with safety laws and regulations, including statutes and regulations which encourage a clean and hygienic workplace, all in accordance with the requirements of the law and the Company’s procedures.
13. Exemptions from the Code of Ethics
An exemption from upholding a provision of this Code will only be granted to an Employee of the Company in the most exceptional circumstances, in matters that are not substantial, and only for a particular matter or a defined period of time, as may be resolved by the CEO of the Company or the chairman of the board of directors.
14. Reporting Offenses and Unethical Conduct
If an Employee of the Company encounters a situation in which he is of the opinion that he or another Employee of the Company is in breach or is about to be in breach of a provision of this Code, or if such Employee is unable to prevent an act that he suspects to be in breach of this Code, or should he discover such an act after the fact, he must immediately report such to his superior, or to such other appropriate person at the Company, as the case may be. The Company encourages every Employee of the Company to discuss unethical conduct with his superior or with another appropriate staff member at the Company. In the event of doubt as to the proper way that an Employee of the Company should act in a particular instance, he must consult with his superiors or with the Company’s legal counsel, or with another appropriate person at the Company, as the case may be.
If, after talking to his superior or the appropriate staff member at the Company, the Employee of the Company is still in doubt as to treatment of his query in a matter relating to ethical conduct at the Company, or if he does not feel that it is proper or fitting to discuss the subject which such persons (for whatever reason), the Employee of the Company may contact the chairman of the board of directors and/or the CEO of the Company and/or the internal auditor of the Company and/or the legal counsel of the Company, by sending a letter accompanied by the relevant documents.
Where an Employee of the Company wishes to report a matter relating to unethical conduct at the Company anonymously, he may do so, and the Company shall ensure the confidentiality of his message as broadly and fully as the law permits. Anonymous reports may be sent in writing without a name or address, to any of the people set out above.
The Company’s policy prohibits the taking of acts of retribution against an Employee of the Company who reports unethical conduct in good faith. All conversations and letters – whether electronic or on paper – will be treated with discretion. The Company and the board of directors are obligated to protect an Employee of the Company against the taking of steps in retribution, in the circumstances described above.
15. The Code of Ethics and You
This Code of Ethics prescribes rules of conduct that bind Employees of the Company. An Employee who does not comply with the standards set out in this Code of Ethics shall be liable to significant penalties, in accordance with the circumstances, which might include dismissal. If you think that you might be in breach or might be causing a breach of any provision of this Code of Ethics, you must act in accordance with the guidelines set out in clause 14 of this Code.
The Company places supreme importance on promoting the ethical conduct of the Employees of the Company. Your acts and conduct will create and strengthen the ethical atmosphere, and will positively affect the conduct of the rest of the Employees of the Company, irrespective of your status or position at the Company. This Code of Ethics provides guidelines for ethical conduct in many relevant areas, however, it cannot regulate all instances in which you might encounter ethical questions. Each of the Employees of the Company must devote time to thinking about the ethical results and consequences of problematic situations. In the case of doubt, ask yourself the following questions:
* Is the act being evaluated legal?
* Does the proposed conduct comply with this Code?
* Would you feel embarrassed if all of the details were disclosed to your superiors, to people working with you, to your family or friends, or if they were published in a newspaper?
* Can this act be interpreted as being improper, or as being seen to be improper?
* Does this act cause you to feel uncomfortable? Are you compromising your own personal ethical principles in any way?
* Are you getting any personal interest out of the act?
If you are still in doubt after examining these questions, consult with the appropriate people in the Company.
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Provisions of this Code set out in the masculine gender shall import the feminine as well, and vice versa.
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