MAHLE Business Code02

MAHLE Business CodeIntroduction
The name MAHLE stands for performance, precision, perfection

As a global player, MAHLE is fully aware of its social responsi-

and innovation. Our primary aims are to maximize customer sat-bility. To ensure compliance with ethical principles, internal rules

isfaction and to improve our competitiveness until we lead theand laws within the MAHLE Group1, we are introducing this Busi-

market—true to company founder Ernst Mahle’s maxim that aness Code as a way of providing guidelines for all MAHLE Group

good product can always be made better.

employees including the members of the MAHLE Management
Board, the members of the MAHLE Management Committee, di-

The pillars of our strategy for success are as follows:

rectors and executives of the MAHLE Group. The purpose of thisBusiness Code is to provide a legal and ethical framework with-nGlobal presence,in which all employees must work. For foreign MAHLE affiliatednOrganic growth and selective acquisitions,companies this Business Code sets out the minimum standardsnInnovation,that they are to adopt and where necessary modify to accommo-nProduct quality,

date local requirements and characteristics.

n

System expertise,n

Dedicated employees,

For joint ventures as well as companies in Germany and abroadn

Cost efficiency and profitability.

in which MAHLE holds a 50% share or a minority share of morethan 25% appropriate measures should be taken to ensure compliance with the aims and objectives of this Business Code.
All employees shall encourage third parties to comply with theaims and objectives of this Business Code.

1 The “MAHLE Group” includes all fully-consolidated MAHLE companies.

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1.

MAHLE Business CodeCompliance with the law and responsibility

is not limited to, restrictions on the freedom of customers to set
their own supply terms or prices. Certain forms of exclusive sup-All employees must comply with the laws and regulations as wellply obligations, restrictions on clientele, exclusivity agreements,

as internal guidelines that apply to their area of work. Violations

non-compete obligations and restrictions on use can also beof the law and breaches of internal rules are to be avoided underforbidden.

all circumstances.
3.3
MAHLE expects its employees to protect and promote the com-

Membership in trade associations and participation inindustry meetingspany’s reputation in public. When expressing private opinions in

Membership in trade associations and associations of undertak-

public, employees should be sure not to create the impression

ings is often useful, in some cases vital even. It nevertheless brings

they are speaking on behalf of the company.

with it the risk of antitrust violations. MAHLE’s competitors are often
members of the same associations too and this provides the oppor-

2.

Product quality and safety

tunity for the exchange of market information that is relevant fromthe antitrust perspective. The same applies to attendance of in-

MAHLE products are manufactured according to strict quality

dustry meetings.

standards. Our excellent quality management system and consistent zero-error strategy enable us to achieve our aim of maxi-

Employees must consider the legitimate business need to partic-

mum product safety. As a mark of our strong sense of responsi-

ipate in these organizations. Should other companies taking part

bility for the safety of our products, we require strict complianceengage in an unlawful exchange of information, employees arewith all statutory and company product safety rules and regula-

instructed to clearly distance themselves therefrom by lodging

tions. If employees have any safety concerns, they are instructed

an objection, having the objection taken down in the minutes andto inform the responsible departments without delay, in orderleaving the event without delay.

appropriate steps for protection of our customers can be taken.
3.4

3.

Conduct in case of a market dominant position

Competition law and antitrust law
From the antitrust perspective MAHLE can be considered to be

MAHLE seeks to uphold the rules of free and fair competition inin a dominant market position for some product groups. This

pursuing its corporate objectives. Compliance with all national

means that it is subject to the special rules, including antitrustand international competition and antitrust legislation is a fun-rules, that apply to dominant companies.

damental principle of our business at all levels of the company.
Participation in any kind of anticompetitive practices is forbidden.

Dominant companies are not permitted to abuse their market
power. Treating customers differently without legitimate reason,

3.1

Conduct towards competitors

Employees may not enter into any anticompetitive agreements

refusing to supply to customers, and granting loyalty discounts
can all be considered an abuse of market power.

or concerted practices with competitors. Even the unilateral disclosure to competitors of sensitive or strategic information such

4.

Foreign tradeas any kind of price-related information (net prices, gross prices,
price lists, etc.), price increases, capacity utilization rates, incom-

When doing business abroad, we comply with all foreign trade,ing orders, future R&D projects may constitute a violation of an-

tax and customs legislation in force in the countries in question.

titrust law.

All employees must comply with these controls when products
are bought, manufactured or put into circulation. Export controls

Antitrust law prohibits any restriction of competition, i.e. all mea-

generally apply not only to the delivery of goods, but also to thesures aimed at reducing the risks inherent in free and unfetteredperformance of services and the transfer of technology.

competition. Agreeing to prices, allocating markets (based on
customers or territory) and agreements between competitors to

All employees involved in the import and export of goods andset their respective market shares are, for example, prohibited.

other cross-border transactions must comply with the relevant
trade control regulations. In keeping with said regulations, any

3.2

Conduct towards customers and suppliers

Agreements with customers and suppliers aimed at restricting
the freedom to compete are also prohibited. This includes, but

official authorizations required must always be obtained. Arms
export control legislation is also to be observed.

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5.

MAHLE Business Code

Prevention of corruption

6.

Donations and sponsorships

MAHLE is committed to meeting high ethical standards in its

Donations and sponsorships must be transparent and traceable.

business. MAHLE will not tolerate unfair practices by employees

They may not be abused for unlawful purposes. In particular, it isand business partners.

forbidden to grant unfair advantages to third parties in the guiseof donations or sponsorships.

5.1

Unfair advantages will not be accepted from or
granted to business partners

Significant donations require the consent of the MAHLE Man-

Unfair advantages may not be sought, accepted, offered oragement Board. Donations are significant in this sense if they

granted.

exceed an amount of EUR 5,000. Donations to individuals andto private accounts are strictly forbidden.

‘Advantages’ are any kind of gratuity that the beneficiary has noclaim to and which objectively improves the beneficiary’s eco-

In the case of sponsorships, the size of the payments must be

nomic, legal or personal situation. This includes not only cash

in proportion to the advantages linked to the sponsorship, i.e.

payments, but also all kinds of gifts, invitations to events andespecially the expected promotional effect.

other benefits of a private/personal nature. ‘Advantages’ also include gratuities granted to closely associated persons such as

7.

spouses, partners, friends and relations.

Prohibition of insider trading and insider
recommendations

An advantage is unfair when it is not customary and inappropriate

National insider trading legislation forbids persons privy to insider

in light of all the circumstances of the particular case, in particular

information from trading in certain kinds of securities or otherthe occasion for accepting/granting the advantage and the per-financial instruments and from disclosing or using insider infor-

sonal position of the beneficiary. This is the case, for example,

mation.

if an advantage has the aim of influencing business decisions.
Insider information is specific information about non-public busiAccepting and granting gifts or other similar advantages is per-ness circumstances or events that are capable of influencing themitted provided their value does not exceed EUR 50 and thestock market or market price of securities or other financial in-advantages are not unfair.

struments.

Accepting and extending corporate hospitality invitations, includ-

Insider information may only be disclosed to employees who

ing invitations to events, are permitted provided that they haveneed it for business purposes. Anyone in possession of insider

a clear connection to business and do not constitute unfair ad-

information may neither disclose or make available said informa-

vantages.

tion to others without authorization nor use said information to
trade in securities or other financial instruments themselves or

5.2

Commissioning of third parties and investment

recommend or induce others to do so.

decisions
When commissioning third parties (e.g. advisers, brokers, spon-

8.

Correct reporting and cash payments

sors, representatives and other agents) to act for MAHLE in thecontext of business dealings, care must also be taken to ensure

Any kind of business communication that is intended for pub-that these persons do not use any unfair business practices.

lication must comply with the relevant laws and international
standards. Especially for annual reports, the generally accepted

In particular, employees may not use third parties to circumvent

accounting principles must be observed so that data and otherthe above rules.

information collected and recorded is complete, correct, up-todate and compatible with the system.

5.3

Conduct towards suppliers

Suppliers are to be selected on the basis of objective criteria,

It is prohibited for employees to make or accept themselves orsuch as prices, quality and performance. Relations with suppliers

through third parties any cash payments over EUR 10,000 (single

are based on trust and honesty. Offers must be assessed fairly

payment or denomination).

and impartially, and personal and arbitrary considerations may
not be factored into the decision-making process.

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9.

MAHLE Business Code

Confidentiality

12. Company property and company facilities

Business and operating secrets and all other confidential infor-

All employees are responsible for the preservation and due andmation to which employees gain access in the course of theirproper use of company property. Property of MAHLE may only

work are to be kept confidential. Information of this kind—es-

used for private purposes to a scope generally deemed to bepecially information about suppliers, customers, employees,

customary and may removed from the company’s premises forbusiness partners and other third parties as well as internal in-business purposes only.

formation is to be suitably protected against access by third parsurvives termination of employment.

13. Health, safety, environmental and climate
protection

10. Data protection and safety

MAHLE sees it as one of its core objectives to promote technicalties and non-involved employees. The confidentiality obligation

progress in harmony with the environment, while avoiding any
MAHLE takes the protection of, and the principle of self-determi-

risk to humans and the environment. This requires compliancenation with regard to, personal data very seriously. When usingwith all relevant health, safety, environmental and climate leg-personal data for business purpose, privacy protection and theislation as well as all other relevant internal guidelines related tosafety of all business data is paramount. Appropriate technicalhealth, safety, environmental and climate protection.

means are to be used to protect personal data and all businessdata against unauthorized access.

14. Assistance for employees

11. Conflicts of interests

Should there be any questions of interpretation or legal uncertainties with respect to the topics dealt within this Business

MAHLE’s business interests are to be kept strictly separate from

Code, or should employees be aware of any potential violationsprivate interests. Situations in which there is conflict between pri-of this Business Code, they can contact the responsible legal

vate interests and MAHLE’s business interests are to be avoid-

department, the corporate compliance office, or the responsible

ed. Employees must inform MAHLE through their line manager

regional compliance office. In case of compliance violations, inin the event of any conflicts of interests arising from their work

particular potential violations of antitrust or anti-corruption laws

for a MAHLE company.

or an increased need of confidentiality, employees may also use
the web-based whistleblower system or contact the external

All transactions between MAHLE, on the one hand, and employ-ombudsman responsible for their region. Communications re-ees or persons/companies closely associated with employees,

ceived from employees will be treated as confidential. If request-on the other, must meet the standards customary in the indus-

ed, reports can also be submitted anonymously.

try. Signifi­cant transactions require the consent of the MAHLE
Management Board. A transaction is significant in this sense if it

The current version of this Business Code, further guidelines (e.g.,

exceeds an amount of EUR 1,000.

guidelines on antitrust law and the prevention of corruption) as
well as contact details for compliance functions and ombudsmen

Conflicts of interests may also arise in the context of human re-can be found on MAHLE’s intranet (under the heading “Group/sources decisions. Care must be taken to ensure that private

Compliance”). The link for the web-based whistleblower systeminterests and personal relations are not used as criteria in taking(https://mahle.integrityplatform.org/) can be found on MAHLE’s

human resources decisions.

intranet (under the heading “Group/Compliance”) as well as on
MAHLE’s website (under the heading “Company/Compliance”).

No employee may engage in any professional activities that conflict with MAHLE’s interests. This includes activities for a competitor of MAHLE’s.

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MAHLE Business Code

15. Monitoring and investigation of violations

This does not discharge the employees from their own responsibility, however. Each employee is answerable for his/her own

MAHLE directors and executives have a special responsibility for

conduct.

ensuring compliance with this Business Code. They must takethe appropriate measures to ensure that in his/her area of re-Regular audits will be carried out by Corporate Internal Audit (CA)sponsibility:

to verify compliance with this Business Code.

nthere are no violations of laws, internal guidelines or this Busi-

MAHLE reserves the right to take measures under employment

ness Code that could have been prevented or hindered by due

law in the event of violations of the law, internal rules or this Busi-and proper performance of his/her supervisory and organiza-

ness Code.

tional obligations, andnany violations will be discovered, investigated and ceased.

Stuttgart, July 1st, 2024
The MAHLE Management Board

Arnd Franz

Jumana Al-Sibai

Georg Dietz

Martin Wellhöffer

Dr. Beate Bungartz

Markus Kapaun

Martin WeidlichCorporate Compliance Office
Pragstraße 26-46
70376 Stuttgart+49 711 501-0
compliance@mahle.com
www.mahle.com

240701_B-Code_EN_v9.2_MC

MAHLE GmbH