Code of Ethics for all employees

Gemalto aims to apply the highest ethical and professional standards, whether or not they are imposed by law. Our employment practices prohibit discrimination and harassment against applicants or employees in all their forms. This includes any such behavior on the grounds of race, color, nationality, gender, age, religion, sexual orientation, and physical and mental disabilities.

Our Code of Ethics, last updated in 2009, provides guidelines for the conduct of all employees relating to internal controls, financial disclosures, accountability, business practices and legal principles. In 2009 we asked our employees to sign the Code. By the end of the year, 98.7% of those approached had signed, formally committing themselves to the rules governing operational conduct. Since 2010, we have required all newly recruited “exempt” employees(*) to sign the Code as part of their employment contract. The Code of Ethics signature also forms part of the integration process for employees of those companies we acquired in 2009-2010.
We have also complemented our Code of Ethics with coverage of specific departments. These include a Purchasing Code of Ethics, and an Internal Audit Code of Ethics introduced in 2010.

Preventing and detecting fraud

We’re fully committed to exposing and disciplining any acts of fraud. These might include any intentional breach of the law, or of Gemalto’s internal policies, carried out by an employee to benefit himself/herself, third parties or the company.

Our 2007 anti-fraud assessment project included an inventory of the Company tools and processes covering fraud prevention and detection. This led to a new senior management structure – the “anti-fraud commission”. Its charter was approved by management on August 18, 2008. It meets formally each quarter, as well as “ad hoc”.

The commission comprises the Group General Counsel, the EVP Human Resources, the Chief Information Officer, the Quality, HSE(***), Security and WCE(***) Director and the Internal Audit Director. Its first objective was to coordinate the various programs already in place within the Company. Later priorities have included continuous fraud risk assessment, our anti-fraud policy and procedures, and determining Company response in the event of fraud.

Key elements of the commission’s work include the publication of Gemalto’s anti-fraud policy in 2009, a series of training sessions on integrity and fraud awareness, and the engagement in 2010 of two specialized forensic firms.
In 2010 we organized 38 awareness and training sessions for 508 people. These covered subjects such as internal control, anti-fraud, and the segregation of duties and business practices (for example with reference to ethics and competition).
Of all the audits we conducted during the year, 17 were either focused specifically on fraud risk or partially motivated by fraud concerns.

We also communicate widely to our employees about fraud prevention and detection. For example, the newsletter “Your Internal Control Network” – issued fortnightly – covers anti-fraud issues on a regular basis.

Tackling bribery and corruption

As part of its commitment to tackling fraud, bribery and corruption, the Board has also established a “whistle-blower” procedure. This encourages the prompt reporting and handling of any employee complaints about financial irregularities, or suspicions of improper conduct relating to the Gemalto Group.

In 2010, we published the Gemalto Purchasing CSR charter, which applies to both Gemalto and our suppliers. The Charter clearly states our obligation to fight corruption in all its forms and is covered in greater detail in the Responsible purchasing Focus article. As a minimum, Gemalto also encourages its suppliers to join the United Nations Global Compact.
In 2011 we will be publishing a new “Agents’ selection and relationship management” policy. This specifies standards for how employees should manage agent relationships including selection, commitment, follow-up and payment.

The Agent’s policy reinforces two key principles. Firstly, it states that corruption is a serious criminal offence in all jurisdictions and can involve sanctions for individuals, as well as legal entities. It also makes clear that Gemalto does not deal with any agents who use corrupt practices either to gain or retain business.