Nesher Israel Cement Enterprises Ltd. – Rules of Business Conduct

1. Introduction

Mashav Initiatives and Development Ltd. (“the company”), Nesher Israel Cement Enterprises Ltd. (“Nesher”), and all its subsidiaries (together: “the group”) are committed to ethical and responsible conduct in the business communities in which they operate, and regard this conduct as an essential condition for our existence in the business world.

The group believes that reliability, fairness, professionalism, integrity, respect for the law, safeguarding life, respect for others, equal opportunities and treatment  regardless of religion, ethnic background, race or sex, social responsibility and contribution to the community in which the group operates, are the values and norms on which the group’s business activity and its connection with stakeholders are founded.

The aim of the ethics code is to enshrine these basic values in writing so that that group – its position holders, managers and all employees – are bound by  them and conduct themselves accordingly at all times.

Corporate values:

The company adopted values that constitute its genetic code:

Commitment to the way – we are committed to creating unique value for our customers.

Professionalism – we aspire to the professionalization required for proper performance to meet the goals of each mission. This is achieved by setting our priorities, intelligent use of resources and constantly improving performance levels.

Safety – we are totally committed to safeguarding life and preventing accidents, to the safety of employees and the work environment, and to creating a work culture in which there is no compromising competition between output and schedule considerations and safety.

Preserving the environment – we are part of the environment and therefore strive to live in harmony with it. We regard environmental responsibility as an integral element of production and long-term existential strategy.

Fairness and mutual respect – we believe that good interpersonal relations are essential for a healthy company. This derives from respect for each individual and courteous interpersonal conduct. Out attitude towards all out partners – employees, subcontractors, customers and suppliers – is one of fairness and equal opportunity.

Cooperation and teamwork – We believe that open, shared and clear communication among all employees creates a better sense of identification with and commitment to the company.

2. Applicability and responsibility

All position holders, managers and workers (“the employees”) are required to uphold and obey the following guidelines and standards:

Never instruct an employee to do anything that is illegal or unethical.

3. Assistance and information

An employee requiring assistance or information on rules of business conduct should consult with his/her immediate superior.

Should this be inappropriate, or if the immediate superior is unable to provide assistance, the employee should address his/her request to the company’s internal enforcement committee.

4. Violation of rules

Employees exposed to a case of violation of business behavior rules is required to report this violation immediately and to cooperate with any investigation into the matter, should they be required to do so.

Violations may be reported to the company’s internal enforcement committee in writing or by telephone.

According to company policy no action whatsoever will be taken against an employee of the Group who reports a violation in good faith. All verbal or written communication, whether electronic or on paper, shall be treated with the utmost discretion, subject to the law.

5. Meeting the requirements of the law

The Group operates in Israel and is bound by Israeli law. All employees are required to abide by all the laws of the State of Israel and to obey all legal provisions. As such employees are required to abide by and respect all laws pertaining to the following issues:

  • Employee health and safety
  • Unfair competition or antitrust violations
  • ·         Discrimination based on race, religion, sex, ethnic affiliation, political opinions and/or any other reason
  • Harassment, including sexual harassment
  • Possession and/or use of drugs or any other illegal substance
  • Environmental protection

5.1  Adherence to the provisions of the antitrust law

The Group is committed to ensuring that its activity meets all the demands of the Laws of Competition and fair trade procedures relating to its fields of activity, including meticulous adherence to antitrust law and regulations.

In the case of uncertainty or doubt, employees should consult with the Company’s internal enforcement committee.

6. Utilization of the Group’s resources and assets

Employees may not make any use whatsoever of the Group’s resources or assets, including digital information, in a manner that is not in line with the Group’s needs or to its benefit, and will not permit others to do so.

All Group employees are must ensure that all the Group’s business agreements or connections, documents and expenses payments are handled solely by those who are legally qualified to do so by competent authorities .

No employee shall assume authority to act on behalf of the Group, or present himself/herself vis-à-vis any third party as authorized to acto no behalf of the Group, unless he/she is authorized to do so.

6.1  Confidential or internal information

Employees may be exposed to confidential or sensitive information in the course of their work or from other employees. Such information may not be passed on to any other person (either in or outside the Group) who is not involved in the said issue or who is not authorized to receive the said information.

Unpublished information received by an employee shall not be used by the employee and/or by his relatives and/or by any third party for personal gain, whether in collaboration with the employee or in any other manner that requires the employee’s assistance.

6.2  Conflict of interests prevention

Employees shall conduct themselves in good faith and for the benefit of the Group, including the avoidance of any activity that involves conflict of interest between fulfilling their function in the Group and any other function they may have and or their private matters.

Since it is not always possible to forecast all situations that may generate conflict of interest, employees should be cautious and sensitive to this important issue. Conflicts of interest situations may also be vague and inexplicit. Thus, when in doubt, employees should consult with their immediate superiors. Should an employee encounter or suspect a case of conflict of interest, this should be reported to immediately to Nesher’s CEO or to the internal enforcement committee. If the suspicion involves a director, it should be reported to the Chairman of the Board.

All newly recruited employees are obliged to reveal any private matters that may be in conflict with the Group’s interests prior to being employed.

6.3  Prohibition on exploitation of business opportunities in the Group

Employees are prohibited from exploiting the Group’s business opportunities and from utilizing information they obtain in the course of their work or by virtue of their position in the Group, whether for personal gain or for the benefit of a relative or any other third party.

7. Receiving/ giving gifts

Integrity is the basis of the company’s long-term success.

Accordingly, employees are prohibited from receiving benefits, commissions or any other types of payments from any organization or person that has business connections with the company.

Employees are prohibited from accepting gifts from suppliers or customers unless they meet the following criteria:

  • They  are intended for legitimate business requirements
  • Their value does not exceed accepted business practices in the field
  • They are not given directly or indirectly in exchange for and/or conditional to the implementation or non-implementation of a specific action.

In case of any doubt with regard to whether a gift meets the above criteria, employees will only be permitted to receive or give such gifts with the written permission of their department head or of an enforcement committee member.

8. Accounting and auditing

The Group’s managers are responsible for the veracity and accuracy of the data presented in its financial statements, and for the Group’s accounts and internal auditing system.

9. Senior managers – additional requirements

Senior Group managers, i.e. the CEO, Deputy CEOs and executive managers in Nesher’s plants and subsidiaries, bear the additional responsibility of preparing and disclosing information to the public, including financial information as required by law. As well as adhering to the ethical code described above, they are also responsible for the following:

Fair, precise and timely disclosure of information by means of reports and documents submitted by the Group to external bodies, or that constitute a part of other public announcements posted by the Group.

All the Group’s financial statements and accounting ledgers are required to present a precise description of the Group’s financial situation, and to meet the requirements of the law, accepted accounting rules, and its internal accounting system.

Employees are also required to comply with internal auditing and reporting procedures.

Managers are required to bring all information on apparent violations of the abovementioned guidelines and rules to the attention of Nesher’s board or of the company’s internal audit committee.

The Board or the internal audit committee will take all appropriate steps to investigate any reported violation. If the findings indicate that a violation was indeed committed, the Group will take all necessary disciplinary steps and preventive measures as it sees fit, in accordance with and subject to the provisions of the law.

Internal Enforcement Committee

Aya Avidor – VP Regulation and Business Development

Kobi Rabinovitz – VP Human Resources

Hotline for anonymous reporting – Danny Vaknin, Accoutant, Chairman of the Board’s Audit Committee. dany@dv-inv.co.il