2. Cooperation with customers, suppliers and other business partners

Besides expecting high-quality products and services, our customers, suppliers and other business partners expect a high degree of professionalism and integrity in our dealings with them. For this reason, our communications and contractual relationships should always be characterized by correctness, honesty and transparency.

2.1 Fair competition
Voith observes the rules of fair competition and supports all efforts to preserve a free market and open competition, both nationally and internationally. Voith will therefore not pursue any contract if doing so would violate applicable laws.

2.1.1 Agreements, cartels and waivers of competition
All employees are required to obey the laws against restraint of trade. Formal or informal agreements with competitors for the purpose of obstructing competition are therefore prohibited. The same applies to behavior based on tacit understandings. Accordingly, it is not permitted to demarcate sales areas or divide up customers with a competitor, nor may there be any agreements or exchanges of information with competitors concerning prices, supply relationships, business terms, capacities, market shares, profit margins, costs, customer data, bid contents or bidding behavior. In the event that Voith achieves a dominant market position, such position must not be exploited in an illegal manner. All proposed agreements with competitors must be submitted in advance to the responsible legal department for review and presented to the CFO of the Group division for approval. If the legal department concludes that the agreement in question cannot be concluded, the respective CFO is not permitted to give approval. In this case the matter must be forwarded to the Compliance Committee.

2.1.2 Corruption and bribery
Voith will not tolerate corruption or bribery in any form. All of its business activities must be conducted in a spirit of honesty and responsibility. As early as 2001, the company recognized and signed the Rules of Conduct to Combat Extortion and Bribery in International Business Transactions (1998 revised version), issued by the International Chamber of Commerce (ICC). Offering and granting benefits
As competitors we rely on the quality and performance of our products and services. We therefore do not allow any agreements or supplementary agreements that involve granting benefits, either directly or indirectly, to individuals or organizations in connection with arranging, awarding, approving, implementing or paying for contracts. This applies in particular to agreements with business partners, their employees and officers, but it extends to third parties as well. The same holds true for the granting of benefits in dealings with public authorities. Such payments are unacceptable whether they are in the form of money or goods. The granting of benefits to an individual can also be unacceptable if the individual only benefits indirectly, for example if payments are made to a family member or if payments (such as donations) are made to a third party and the individual’s social or political standing is enhanced as a result.

Gifts and invitations are permitted only if they are not large enough in terms of value, financial scope or otherwise to improperly influence the recipient’s actions or decisions or to create a state of obligation on the part of the recipient. When issuing invitations to an event or gathering, it must additionally be ensured that the event is of a size and type that is customary in business circles or that it is specifically related to business activities. Especially strict standards must be applied in the case of public officers. Monetary gifts are prohibited under all circumstances.

Compensation to third parties, in particular agents, brokers and other mediators, in the form of commissions or other payments must be plausible and bear a reasonable proportion to the work performed. Such compensation must be provided in an amount which does not suggest that it is being used to circumvent the rules on granting benefits. Agreements with agents, brokers, consultants and other advisors, including all later amendments, must be made fully in writing and commit the contracting parties to observe the above principles at all times and abstain from bribery. Such agreements must be approved by the CFO of the respective Group division before they are concluded. Demanding and accepting benefits
Although it is customary among business partners to exchange gifts of a limited size, the acceptance of gifts can damage the reputation of our company and lead to conflicts of interest. For this reason our employees are strictly prohibited from demanding or accepting personal benefits such as services or inappropriate invitations, whether for their own advantage or for that of individuals or institutions close to them. Occasional gifts of a small value are an exception. Gifts of money are not allowed under any circumstances. Offers of gifts or benefits must be refused and reported to the supervisor. The rules set forth in apply here accordingly. Donations and sponsoring
Voith receives requests for donations from a wide range of organizations and institutions. Donations must be made in a transparent manner, which means that the recipient and the intended use must be known. Payments to private bank accounts are not permitted. No donations may be made to organizations that could damage Voith’s reputation. When donations are granted, the rules set forth in and above must be observed; this applies in particular to donations made near the time when a contract is awarded or donations related in content to a contract. Donations of all kinds to political parties require the approval of the Board of Management.

In the case of sponsoring there must be a reasonable relation between the amount of support and the per-formance agreed in return.

Additional details are contained in the guidelines on donations and sponsoring.

2.1.3 Patents and intellectual property rights
In order to maintain our competitiveness, we must continue to develop our proprietary technology by creating inventions and improving our know-how. Protection of our technology by means of intellectual property rights is therefore becoming increasingly important.

No employee is allowed to disclose new knowledge or company secrets in any form to third parties. All employees must respect valid intellectual property rights of third parties. No employee is allowed to obtain secrets from third parties or make unauthorized use of such secrets.

Details are contained in Corporate Guideline 03/06 (Protection of Technologies Used in the Voith Group).

2.2 Selection of suppliers and service providers
Voith conducts fair and unbiased examinations of all offers submitted by its suppliers. The assessment, awarding and handling of a contract must be based on strictly professional criteria and be carried out in a transparent manner. It is not allowed under any circumstances to give undue preference to a supplier or impede its efforts to win a contract.

When selecting business partners, Voith demands that they too shall respect the values set forth in this Code. Infringement by a partner can lead to termination of the business relationship.