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THE DEKUYPER
CODE OF CONDUCT

Trust constitutes our most invaluable asset, and we dedicate ourselves to upholding the trust of our personnel, consumers, partners, and communities. This commitment involves consistently choosing the right path, adhering to our core values, and exercising sound judgment. Our Code of Conduct crystallizes these principles, offering clear directives to empower our workforce to consistently make ethical choices.

Introduction by Marc De Kuyper
Chairman & CEO

While DeKuyper Holdings, Inc. (“DeKuyper”) functions independently, and is operating in the USA under the license of the global family enterprise, it shares family ownership and upholds the same steadfast family values and promotes the same brand legacy. We often reflect on the family’s more than three centuries of history and the enduring success that the family has nurtured over generations.

Simultaneously, we acknowledge that the trust of our consumers, employees, business associates, and communities is the foundation of our prosperity. This trust is constantly reinforced as everyone engaged with DeKuyper Holdings, Inc. experiences the quality of our products and our people, along with our unwavering commitment to ethical conduct. Trust stands as one of our most precious assets, yet it remains exceedingly delicate in today’s world.

As the pace of business accelerates and information flows instantaneously across the globe, it becomes imperative to safeguard our reputation on a daily basis. A careless or shortsighted action can trigger a chain of events that could tarnish or erode the trust established over generations. Consequently, the way we conduct our business is as pivotal as the beverages we produce, the brands we market, and our dedicated workforce.

Adherence to our values is imperative for the present and for generations to come within our Company. Our Code of Conduct serves as a compass, providing guiding principles to assist our employees in making sound decisions while preserving the trust of all stakeholders. Although our Code cannot address every possible scenario, applying its principles with prudence, experience, and a commitment to the founding ethos of our Company ensures that our business decisions consistently reflect our determination to do what is right.

We take a lot of pride in our collective achievements and are honored to be part of this illustrious family legacy.

Marc De Kuyper
CEO & Chairman of the Board

WHAT IS THE RATIONALE FOR A CODE OF CONDUCT:

This Code of Conduct delineates the core principles that must guide our business conduct, reaffirming our values and safeguarding our future. By upholding these principles, we bolster the trust essential for our global success.

While we recognize the variances in business practices and cultural norms worldwide, we believe in the existence of universal standards applicable across our diverse local environments.

This Code applies to all employees, our business partners, and their employees involved in DeKuyper Holdings, Inc. business.

“What are our employees’ obligations regarding this code?”

Understand the Code Commit to adhering to it Report any known or suspected violations.

Speaking up is the Right Thing to Do. Why? Because silence leaves no room for the Company to rectify wrongdoing, and propagating the wrong message encourages further unacceptable behavior.

Raising Questions or Concerns About the Code:

We acknowledge that our employees may encounter situations that challenge the alignment of their actions with our values and principles. In cases where they have concerns about the application of the Code, they should communicate with their immediate supervisor, an HR representative, or a Legal/Compliance function representative.

If employees feel uncomfortable revealing their identities, they have the option to use our external anonymous hotline. By raising a bona fide concern, they contribute to maintaining the Company’s high standards of ethical conduct and safeguarding the Company.

“Can I raise a concern anonymously?”

YES, a DeKuyper employee, third party, or contractor can raise concerns anonymously. Reporting a concern anonymously (or with identification) can be done by calling our confidential toll-free hotline or filing a web report. Details for both methods can be found at:

www.dekuyperholding.com/tell-us-anonymously

The DeKuyper Compliance hotline service is provided and administered by a well-known and independent third-party service provider.

OUR INTEGRITY AND RESPONSIBILITIES

Equal Opportunities:

DeKuyper employees are dispersed across the globe, each bringing a diverse array of ideas, talents, and abilities to the Company. We actively promote a workplace where all employees receive fair treatment and equitable rewards. We unequivocally reject all forms of discrimination that unjustly affect individuals or groups based on national origin, race, color, religion, sex, sexual orientation, marital status, disability, age, and other characteristics protected under applicable laws.

This principle of equality and fairness extends to all facets of employment, including but not limited to recruitment, promotion, termination, compensation, benefits, succession planning, performance evaluations, investigation processes, and penalties.

Respect for One Another:

DeKuyper maintains a zero-tolerance policy regarding sexual harassment and all forms of harassment, whether within DeKuyper or at DeKuyper-sponsored events.

Every employee possesses the right to work within an atmosphere of trust and respect, devoid of any form of harassment, derogatory conduct, or bullying. This zero-tolerance policy extends to individuals contracted through third parties who work on our behalf or provide specific services to our Company, such as promotional events.

Unacceptable forms of harassment may include:

  • Sexually suggestive remarks, requests for sexual favors, unwelcome physical contact, display of suggestive or offensive materials or images, harassing phone calls, emails, texts, or other communications.
  • Demands for sexual favors as a condition for promotion or recruitment.
  • Persistent aggressive, intimidating, or threatening communication, whether verbal or written, including the dissemination or forwarding of content through emails, online publications, Twitter, or other social media that is obscene, illegal, or offensive.
  • Behavior intended to marginalize individuals or groups.
  • Public humiliation of an employee.

Conflict of Interest:

A conflict of interest may be perceived when an individual’s business decisions could be influenced by personal interests or relationships, whether financial, social, political, or family-related.

To preempt and address actual or potential conflicts, employees must promptly inform their immediate supervisor and HR representative in writing when a transaction or situation raises any doubts. Timely disclosure of potential conflicts allows for their management and the pursuit of appropriate corrective measures and approvals.

Examples of situations requiring disclosure may include:

A Sales Manager overseeing an area where their spouse manages a restaurant that is also a DeKuyper client. An employee responsible for approving purchase orders for local contracts having a personal relationship with a senior employee of a third-party supplier to DeKuyper. A relative serving as a Sales Director for a major retail chain, which is also a customer of DeKuyper. An employee’s spouse occupying a Director position in a company developing low-proof vodka. A DeKuyper Director holding the role of Treasurer for a global charity to which DeKuyper makes annual corporate donations. A DeKuyper employee owning shares in a DeKuyper competitor, contractor, customer, or supplier. Accepting loans or investment opportunities from DeKuyper’s suppliers of goods and services or any existing or potential DeKuyper customer, unless such loans conform to prevailing terms from a recognized financial institution.

Employees affiliated with any DeKuyper-related business through family, friends, or intimate relationships must promptly disclose this affiliation in writing to their supervisor or HR representative as soon as they become aware of the potential conflict.

Gifts, Hospitality & Entertainment:

Gifts, hospitality, and entertainment (GHE) are integral to normal business interactions. They represent an acceptable means of nurturing positive relationships and goodwill with our business partners while showcasing our brands. However, it is imperative to adhere to certain fundamental rules. Specifically, GHE should not be given or received with the intent to obtain or reward preferential treatment without a legitimate business rationale, as such actions may be perceived as conflicts of interest. In some jurisdictions, such exchanges may even be regarded as acts of bribery.

When exchanging gifts and entertainment, DeKuyper employees must consistently observe the following guidelines:

  • Become familiar with local anti-corruption laws, the Company Travel and Entertainment Policy and Anti-Bribery and Corruption Policy.
  • Not accept or offer gifts in cash – or that include cash. Gift certificate vouchers are equivalent to cash and should not be given or received, unless under a Company sanctioned program and process. Any cash gift received should be returned or, if a return is culturally not acceptable, handed over to their HR representative, or local Legal Counsel.
  • Obtain prior written approval for any gift or entertainment for public officials,
  • Our employees are allowed to accept or offer non-cash gifts only if they are in accordance with usual business practices and their value does not exceed the amount of 250 USD (market price of the gift), per business partner and fiscal year, unless local policy or regulations on gifts and entertainment is more restrictive and imposes lower limits.

Entertainment provided to non-public officials, encompassing brand promotional activities, sales and industry events, or visits to our brand venues, is acceptable when occasional, reasonable, in line with local practices, and compliant with our policies.

Company Physical Property and I.T. Resources:

Our Company’s physical assets are designated for business purposes and encompass cash, inventory, buildings, information technology (I.T.) resources, equipment, information, documents, records, and the labor of our employees.

Responsible usage of Information Technology and infrastructure is essential to the success of our operations. While modest personal use of specific information technology resources (e.g., phones, emails) is permitted to accommodate employee needs and travel requirements, employees should limit the use of company property and information technology to legitimate business purposes. Inappropriate use of information technology can result in unauthorized access to our network and data, theft of business information, software system damage, and the leakage of confidential information.

Company records, financial reporting, and auditors:

The integrity of the Company’s record-keeping and reporting systems must be upheld at all times. These records must be accurate, complete, and timely to ensure they accurately and fairly represent DeKuyper’s business, assets, and liabilities in accordance with applicable laws, rules, and regulations, including generally accepted accounting principles and the directives of the Company’s auditors.

Employees are prohibited from making or authorizing any misleading entries or off-the-books payments, receipts, or accounts that could distort the Company’s records or reports of operating results or financial standing. This prohibition includes attempts to circumvent review and approval processes.

Intellectual Property:

Intellectual property (“IP”) is indispensable for fostering the Company’s growth and profitability and ranks as one of DeKuyper’s most valuable assets.

All inventions, ideas, and concepts developed by DeKuyper and its employees are the property of DeKuyper and must not be used privately or shared. Employees should acquaint themselves with the Company’s IP-related policies and partake in relevant training. Authorization for the use of any intellectual property asset owned by DeKuyper must be sought in writing prior to such use.

DeKuyper employees must always respect the intellectual property of others as they do their own.

Protecting Business Information:

All business-related information is confidential and exclusively intended for internal use unless DeKuyper has officially and publicly disclosed it. Public disclosures will be made by DeKuyper through defined processes and timetables to ensure shareholders and bondholders receive material information before the public.

Protecting Personal Information:

We handle personal information in compliance with data protection laws. Prior to engaging in any activity involving personal information, whether pertaining to employees or third parties, employees must:

Consider the implications for data privacy. When required by law, ensure that individuals providing personal information give their consent and are aware of who will have access to that data and for what purpose. Safeguard personal data against unauthorized access and use.

Cybersecurity:

A compromise of company data can lead to substantial costs, financial losses, damage to reputation, and potential monetary penalties.

DeKuyper prioritizes the security of its data and has implemented cybersecurity technologies to safeguard its operations.

Personal Use of Social Media:

As we embrace the Founders’ Mentality, we acknowledge the opportunity to celebrate DeKuyper culture every day and understand that social media serves as a powerful platform for communicating about our brands and Company. However, as the popularity of social media grows, the scope of communication extends far and wide, carrying associated risks.

Nonetheless, we ensure that our engagement on social media aligns with our corporate responsibility guidelines and upholds our corporate values. Do our employees possess this awareness?

Even if employees do not occupy Marketing roles, when they create social media content concerning alcoholic beverages, they must adhere to the standards outlined in the Principles of Social Responsibility.

Corporate Responsibility (Charitable Contributions & Sponsorships):

Through the DeKuyper Philanthropy and Community Investment (DKPCI) pillar of our Global Corporate Responsibility (GCR) platform, we support charitable organizations that contribute to the sustainability of our Company and the well-being of our employees.

All charitable contributions and sponsorships must be extended thoughtfully and must not give rise to perceived conflicts or undue influence, or support political parties and officials.

When collaborating with charitable organizations, we only engage with audiences of Legal Drinking Age+ (LDA).

COMPLIANCE

Compliance with Laws, Rules, and Regulations:

Our employees are obligated to comply with all applicable laws, rules, and regulations in the countries where we conduct business. In instances where industry codes and self-regulation agreements are mandated by law or industry standards, employees are also responsible for adhering to such codes and practices. Employees encountering queries about regulations or codes are responsible for seeking guidance from their immediate supervisor, management team, or the Legal/Compliance functions.

COMMERCIAL PRACTICES

Fair Competition:

Competition laws, often referred to as “antitrust” laws, prohibit actions that curtail market competition. While these laws may vary from one jurisdiction to another, certain fundamental principles remain consistent. DeKuyper champions business competition and competes equitably in all markets.

Competition laws are intricate and subject to change. Nonetheless, employees are expected to observe the following guidelines:

  • Avoid agreements with competitors that aim to restrict fair competition, whether such agreements are written or oral.
  • Refrain from sharing marketing, distribution, promotional, or pricing plans related to the Company’s business with competitors.
  • Do not seek or accept confidential information from competitors.

Distribution Practices:

Numerous markets have established laws, regulations, and codes, commonly referred to as “trade practice rules,” governing the distribution, promotion, and sale of alcoholic beverages within local markets.

Trade practice rules delineate how alcohol suppliers, including DeKuyper, can engage in sales and promotional activities with trade entities and consumers. They regulate distribution channels (including e-commerce), restrict the types of incentives (e.g., point of sale, incentives, displays, equipment, etc.) that can be offered to trade customers, and specify invoice terms and the age of purchasers.

Our employees must ensure that our activities, as well as those of our distributors, comply with the applicable trade practice rules. The same applies to our promotional agencies and other service providers.

Environment, Health, and Safety:

Our Company boasts the unique distinction of being the sole major spirits company to earn “triple crown” certification for quality, environment, health, and safety across all its global production facilities. This recognition comes from the Occupational Health & Safety Advisory Services (OHSAS) and the International Organization for Standardization (ISO), leading global management standards.

We remain unwavering in our commitment to safeguarding the health and safety of all employees, visitors, and contractors. Our environmental sustainability strategy is geared towards reducing the impact of our operations along the entire value chain, engaging all our employees and suppliers. We aspire to attain top-tier environmental and safety performances.

Every employee plays a pivotal role in fostering a safe and healthy work environment. It is incumbent upon each of us to contribute to building a culture of sustainability and safety.

The Company strictly prohibits firearms in its offices and manufacturing facilities. Possession or use of illegal drugs by employees, visitors, or contractors within the work environment will be treated as a grave disciplinary offense.

Economic Sanctions:

Economic sanctions encompass restrictive measures imposed by countries, groups of countries (e.g., the European Union), or international organizations (e.g., The United Nations) that limit business dealings with specific countries, entities, or individuals.

DeKuyper fully complies with all international and national sanctions and has instituted specific controls and due diligence procedures to ensure compliance.

Insider Trading and Securities Law Compliance:

DeKuyper is a privately held, family-owned company, and its common shares are not publicly traded or registered. However, DeKuyper does possess debt, including bonds, that are sold to third-party investors and can be publicly traded. DeKuyper-related information can impact the trading of DeKuyper securities or bonds. Employees must never engage in the purchase or sale of DeKuyper securities based on non-public information acquired during their employment or due to improper disclosure. The same principle applies to purchases of securities of other companies by an employee or their relatives based on non-public information obtained as a DeKuyper employee.

Anti-Bribery and Corruption:

Corruption encompasses bribes, kickbacks, facilitation payments, or any unlawful inducement that results in personal gain for the recipient or their associates, intended to influence them to take specific actions. DeKuyper unequivocally condemns corruption and is committed to adhering to best practices and the anti-corruption laws in the countries in which it operates. The Company expects its business partners and representatives, including brokers, agents, consultants, distributors, and service providers, to wholeheartedly comply with the Company’s stance, including refraining from engaging in corrupt practices directed at public officials or private employees of any entity conducting business with DeKuyper.

If our employees, business partners, or employees of our business partners encounter or witness situations involving corruption, they should promptly report the matter to DeKuyper Legal Counsel, the Compliance function, or through the hotline.

Social Responsibility in Marketing Practices:

DeKuyper remains committed to marketing and advertising practices that promote the responsible and safe consumption of alcoholic beverages by legal drinking age consumers. To achieve this goal, we endeavor to maintain our exemplary record of compliance with marketing codes regionally and globally, and collaborate with other beverage alcohol entities to mitigate alcohol-related harm.

Illegal Trade:

We are steadfast in our efforts to safeguard our brands from all forms of illegal trade, encompassing the production, import, export, or sale of goods that violate pertinent laws and regulations. This typically includes transnational trade, contraband, counterfeit, or illicit products.

Our employees must not engage in, manage, or become embroiled in any illegal trade scheme. Should they, or our business partners, become aware of any counterfeit or contraband activities involving our products, they must promptly report it to DeKuyper Legal Counsel or through our reporting hotline.

Illegal trade manifests in various forms:

  • Illegal transnational or parallel trade involves the movement of genuine products across geographical boundaries without the brand owner’s consent.
  • Contraband entails the importation of genuine products without paying applicable duties and taxes.
  • Counterfeit products are fake products that mimic genuine ones but exhibit inferior quality and, at times, toxic content.

Alcohol-related illegal trade not only results in the loss of billions of dollars in tax revenue for governments, consumer deception, and harm to our reputation, but also poses public health risks, as many counterfeit products may be unfit for human consumption.

Relationships with Suppliers and Business Partners:

Suppliers and business partners are selected impartially and objectively based on criteria that include reputation, integrity, performance, and quality. We expect our suppliers and business partners to adhere to the law, adopt ethical business practices, and meet DeKuyper’s standards for integrity, quality, and performance.

Political Activities and Contributions:

DeKuyper encourages all employees to be aware of and personally participate in political processes of their choosing. Such participation must be in an individual capacity (i.e., not on behalf of the Company), at the employee’s expense, and during personal time. In cases where political contributions by corporations are legally prohibited, individuals are not authorized to make contributions on behalf of DeKuyper. Employees may not utilize DeKuyper facilities, resources (including emails), or employee time for political fundraising activities or solicitations.

In circumstances involving political contributions, employees must disclose their intention to run as a candidate for public office to their management.

OUR INTERACTION WITH GOVERNMENTS AND MEDIA

Government Inquiries and Investigations:

DeKuyper is dedicated to full cooperation with government inquiries and investigations.

Media Relations:

External communications regarding corporate performance, organization, commercial activities, corporate and brand news releases, media interviews, or any other communication directed at external audiences must receive the necessary approvals and sign-off prior to dissemination.

WE ARE HERE TO SUPPORT

The standards elucidated in this Code are not exhaustive and do not supplant the Company’s comprehensive policies and local laws or stricter local Codes of DeKuyper subsidiaries. The Code establishes minimum standards.

Adherence to the Code is pivotal to our success and will be rigorously enforced. In situations where employees or business partners are uncertain about the appropriate course of action in a particular scenario, they are encouraged to contact the Compliance team for assistance in the everyday application of our Code. The Compliance team also spearheads compliance programs, conducts investigations into alleged noncompliance, and delivers periodic reports to the Compliance Committee.

The Compliance Officer:

The Compliance Officer leads the Compliance Function and bears overall responsibility for managing compliance matters.

The Compliance Committee:

The Compliance Committee constitutes a standing subcommittee of the Leadership Team, comprising the Chief Financial Officer, Chief Operating Officer, and the General Counsel.

The Committee’s mandate encompasses:

Overseeing the Company’s implementation of compliance programs, policies, and procedures for managing compliance risks. Assisting the Audit Committee of the Board in fulfilling its oversight responsibility for the Company’s compliance and ethics programs.

The Compliance Committee furnishes periodic reports to senior management and the Audit Committee.