CODE OF ETHICS - Groupe Bouygues
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CODE OF ETHICS
CONTENTS
PREFACE...................................................... 2 15. Commercial action – Relations
with customers and suppliers ......... 10
1. Compliance with law ......................... 4
16. Corruption........................................... 11
2. Respect for persons............................ 4
17. Compliance Programmes/
3. Higher interests Duty of vigilance ................................12
of the Group......................................... 5
18. Implementation of the Code
4. Intra-Group relations.......................... 5 of Ethics, Compliance
Programmes and vigilance plan ......12
5. Conflicts of interest............................ 5
19. Whistleblowing...................................12
6. Communications and information –
Fairness to shareholders .................... 6 CONTACT...................................................16
7. Protection of assets............................ 6 APPENDIX................................................... 17
8. Financial transactions – Whistleblowing facility: procedure
Accounting........................................... 7 and rules pertaining to the receipt and
processing of whistleblowing alerts ....17
9. Internal control.................................... 8
Provisions of law No. 2016-1691
10. Quality.................................................. 8 of 9 December 2016 (“Sapin 2 law”)
on whistleblowers
11. Sustainable development.................. 9 (law of the French Republic) .................. 23
12. Respect for the environment............. 9 Commission Nationale de
l’Informatique et des Libertés – Cnil
13. Charitable contributions – (French Data Protection Authority) ...... 27
Patronage............................................. 9
Code of Ethics: the key points............... 33
14. Political activity................................... 9EDITORIAL The efficiency and future of the Bouygues group depend on the confidence the Group inspires in its customers, its employees, its shareholders and its private- and public-sector partners. We can only ensure our development by adopting a fair, honest attitude towards them. This confidence is created, in particular, by compliance with the rules of conduct that I have frequently reiterated in recent years. After consulting the Ethics, CSR and Patronage Committee of the Bouygues Board of Directors, I decided in 2006 to combine these rules in a Code of Ethics, which is made accessible to each Group employee. The Code is updated regularly. In this Code, the Group undertakes to comply with the strictest standards when doing business. This Code should help in mobilising our organisational structures and improving our conduct. The aim of the Code is to obtain even stronger support from managers and employees for our core shared values. Of course, there are no substitutes for common sense and personal ethics based on respect and responsibility. These values will be your safest guide in finding the right attitude to adopt. However, by expressing the Group’s commitment, this Code will help employees to determine their behaviour when faced with actual situations, by referring to clear, precise principles. Compliance with this Code is the responsibility of all and a priority means of ensuring progress and excellence. After consulting the Ethics, CSR and Patronage Committee, I have decided to entrust Arnauld Van Eeckhout, the General Counsel of Bouygues, with the position of Group Ethics Officer, as defined in this Code. Martin Bouygues Chairman and CEO
PREFACE
The Group Code of Ethics calls on conduct to be governed by respect,
all senior executives and employees fairness and honesty. It is up to each
to comply with a professional ethic person to examine these situations in
set out in the form of “principles light of these principles.
that govern actions” which, under all
Thoughtfulness, common sense
circumstances and in all countries,
and sound judgment are therefore
must direct senior executive and
required of each employee.
employee conduct.
The company in which senior exec-
These principles that govern actions
utives and employees perform their
do not result solely from moral
duties may have laid down specific
considerations or rules of law, and
rules to ensure improved compli-
are not merely reminders of the
ance with the laws, regulations and
need to comply with the law. They
obligations that govern its business
seek to promote honest and exem-
activity: this Code does not replace
plary professional conduct under all
them. However, it is up to each Group
circumstances.
company to lay down internal rules
Certain issues that are considered to that are adapted to its activity and
be crucial are set forth in the Compli- to transpose, to the extent required,
ance Programmes. the principles defined in the Code
of Ethics and the Compliance
However, we can only achieve the
Programmes.
goals set out in the Code with thought
and a sense of individual responsibility, If this Code is found to be incomplete
as the Code cannot reiterate or or imprecise in certain situations, if
complement the body of laws, regu- employees feel uncertainty or doubt
lations, internal codes and reference as to how to behave when faced with
manuals that govern the activities of specific situations, they are requested
Group companies and employees. to consult their line management
Nor can the Code cover all the situa- and/or the legal or human resources
tions with which senior executives or departments, or the persons in charge
employees may be confronted within of sustainable development.
the scope of their activities.
Employees, the legal and human
There are numerous situations that resources departments, and the
are not covered by the laws, regula- persons responsible for sustainable
tions and other internal or external development may also contact
standards, which require employee and consult the Ethics Officer
2 • BOUYGUES • CODE OF ETHICSof each Business segment1, or Ethics Officers are also responsible
as a last resort the Group Ethics for ensuring that the whistleblowing
Officer, with respect to any situ- procedure defined by this Code works
ation or issue concerning ethics. properly. They are appointed by the
Moreover, Ethics Officers, whether Chairman of each Business segment
at Business segment or Group level, parent company, after consulting the
will bring policies and general issues Ethics, CSR and Patronage Committee
in the field of ethics before the Ethics, of the Board of Directors of the Busi-
CSR and Patronage Committee of the ness segment parent company.
relevant Board of Directors.
(1) In this Code of Ethics, the term “Business segment” refers to each of the main activities of the Group, which are, as of the
date hereof, “Construction” (Bouygues Construction), “Property” (Bouygues Immobilier), “Roads” (Colas), “Media” (TF1) and
“Telecoms” (Bouygues Telecom), as well as the parent company (Bouygues SA).
BOUYGUES • CODE OF ETHICS • 3COMPLIANCE RESPECT
WITH THE LAW FOR PERSONS
The Group and its employees1 must Human resources management, the
comply with the laws and regulations coordination of Group employees
in every country where they perform and relations between employees
their business activities. Employees are based on the principles of mutual
must avoid activities and behaviour trust and respect, as well as treating
that could involve themselves, other others with dignity.
employees, their company or the
The Group Human Resources Charter
Group in an unlawful activity.
is the reference that guides individual
While we cannot ask everyone to employees in their daily work.
be a specialist in the legislation that
The Group seeks to apply a fair policy
applies to their professional activity,
of human resources that complies
individual employees need to acquire
with the law. The Group will refrain
sufficient knowledge of the rules
from, in particular, all discrimination
of law that are applicable to their
on unlawful grounds.
activities, regardless of whether the
activities are performed in France or All psychological and sexual forms of
abroad. harassment, coercion and bullying are
prohibited.
This basic knowledge will allow them
to determine when it is necessary Compliance must be ensured with
for them to seek counsel from line the laws that govern the protection of
management, the legal and human employees’ privacy, in particular the
resources departments, and possibly laws governing electronic files.
from the Group’s external counsels.
Ensuring and improving the safety
Strict compliance with the anti- of employees in the performance of
corruption, competition and embargo their duties is an ongoing concern.
laws as well as stock market regu-
The Group also seeks to comply with:
lations is of utmost importance.
The same is true for laws governing • the principles of the United Nations
respect for human rights and Universal Declaration of Human
fundamental freedoms, labour and Rights;
employment, health and safety,
personal data protection, and protec- • the fundamental conventions of the
tion of the environment, which require International Labour Organisation
particular vigilance. (ILO), in particular concerning forced
and child labour;
• the principles of the United Nations
Global Compact.
(1) In this Code of Ethics, the term “employee” means all
senior executives and employees of Bouygues group
companies, i.e. all companies controlled directly or
indirectly by Bouygues SA pursuant to the combined
provisions of Articles L. 233-3 and L. 233-16 of the French
Commercial Code.
4 • BOUYGUES • CODE OF ETHICSHIGHER INTERESTS In general, while all employees are
OF THE GROUP required to protect the interests of the
company where they perform their
Employees must, under all circum- business activity, they should also be
stances, be loyal and be guided by aware that the higher interests of the
the interests of the company for which Group require everyone to ensure
they work and by the interests of the the quality and smooth running of
Group. The quality of the Group’s internal relations, regardless of the field
image and the reputation of its concerned: contracts concluded within
services and products are essential the normal scope of business, commer-
for its development and durability. cial and financial relations, but also
All employees must refrain from any and particularly, in the field of human
denigrating behaviour as regards the resources, e.g. intra-Group job mobility.
company that employs them or the
Group. CONFLICTS
Group employees must pay particular OF INTEREST
attention to the protection and profit-
Given their duty of loyalty towards
ability of the investments made by
the Group, employees shall take care
shareholders of Group companies.
not to perform any other activity,
Achieving customer satisfaction is either directly or indirectly, and not
a paramount goal for the Group. to make any statements that would
Customer loyalty is won and main- place them in a conflict of interest
tained through respect for their with the company.
rights and a permanent concern to
In particular, employees must not seek
make only commitments that can be
to hold an interest or invest in a busi-
honoured.
ness, whether the business is a Group
customer, supplier or competitor, if
INTRA-GROUP this investment is liable to influence
RELATIONS their behaviour in the performance of
their duties within the Group.
Where several Group companies are
required to have business dealings All employees shall obtain written
with each other, they shall, with the authorisation from their company
same vigilance, show the loyalty that senior executive before concluding
customers, suppliers and external any transaction with a company
partners deserve. In the interests where the employee or a member
of the Group, they shall implement of the employee’s family is a major
all measures that make it possible investor or key senior executive.
to avoid disputes. Where a dispute
Employees may not accept an assign-
cannot be avoided, a fair solution
ment or outside work offered by a
must be sought, with each party
supplier, customer or competitor
acting in a spirit of conciliation, with
that could affect their performances
transparency and in good faith.
or judgement in the performance of
their duties in the Group.
BOUYGUES • CODE OF ETHICS • 5All employees must inform their line continues even after employees leave
management of any outside assign- the Group.
ments and employment of a profes-
The prohibition on disclosure encom-
sional nature and, in general, of any
passes, in particular, certain informa-
conflict of interest.
tion and communications initiatives:
Individual common sense and personal relations with the media, investors,
conscience can ensure that conflicts financial analysts and public and regu-
of interest are avoided. latory authorities are the sole respon-
sibility of specific senior executives
COMMUNICATIONS AND and specialised departments, such as
INFORMATION – FAIRNESS the communications and finance
TO SHAREHOLDERS departments, and departments charged
with regulatory affairs. All informa-
The Group strives for transparency tion, whether confidential or not,
and reliability in its communications. and communications initiatives, cannot
The aim is to enable Group partners be disclosed or undertaken by a senior
and employees to be accurately executive, employee or department
informed of Group activities. that has not been given this respon-
sibility.
The Group seeks to provide reliable
and quality information, particularly to The high profile that accompa-
its shareholders and financial markets. nies certain positions in the Group
requires particular attention to these
Proper Group management requires duties of discretion and restraint.
individual employees, regardless of
grade, to take the utmost care with
PROTECTION
respect to the quality and accuracy of
the information they circulate within
OF ASSETS
the Group. Everyone is responsible for the safe-
Employees must not disclose the guard of Group assets. These are
confidential information they hold on not only the movable property, real
account of their duties or simply as a property and intangible assets recog-
result of belonging to the Group, to nised and defined by the law, but
parties outside the Group. Employees also include the ideas and know-how
shall not disclose such confidential generated by Group employees. Lists
information to other Group employees of customers and sub-contractors or
who do not have authorisation to suppliers, information on markets,
access it. Particular vigilance is technical and commercial practices,
required with respect to information commercial offers and technical
on financial results, projections and studies, and all data and information
other financial data, acquisitions and to which employees have access in
disposals, new products, know-how the performance of their duties are
and techniques, commercial offers also part of the Group’s assets. These
and information on human resources. assets are protected and employees
This duty to ensure confidentiality remain bound to their duty to protect
them even after leaving the Group.
6 • BOUYGUES • CODE OF ETHICSNo Group funds or property may be the company. The Group IT Charter
used for unlawful purposes or for covers and develops some of these
purposes that are not connected to principles.
Group activities. Therefore, company
facilities, equipment, funds, services, FINANCIAL TRANSACTIONS –
and, in general, company assets, must ACCOUNTING
not be used for personal purposes.
Employees shall not use any Group The operations and transactions
assets whatsoever for personal carried out by the Group must be
purposes, or place such assets at the recorded in an accurate and fair
disposal of a third party for use for the manner in each company’s accounts,
benefit of any party other than the in accordance with applicable regula-
Group. Any use of the Group’s assets tions and internal procedures.
in breach of these principles is fraudu-
lent and, therefore, strictly forbidden. In particular, all employees who
make accounting entries must show
In particular, the communications accuracy and honesty, and ensure
systems and intranet networks are that each entry is backed up with
Group property and should be used supporting documents.
for professional purposes. Use for
personal purposes is only authorised All transfers of funds require particular
within reasonable limits if needed to vigilance, in particular regarding the
achieve an optimum work-life balance identity of the beneficiary and the
and if really necessary. Using these reason for the transfer.
systems and networks for unlawful The disclosure of financial informa-
purposes, in particular to send defam- tion and stock market transactions
atory and discriminatory messages of performed by employees involving
a racist, sexual or insulting nature, is securities of listed Group companies,
prohibited. whether as part of their duties or for
Employees are also prohibited from personal purposes, must comply with
making illegal copies of the software the laws and regulations that govern
products used by the Group and from financial activities.
using said software in an unauthor- The disclosure of inaccurate informa-
ised way. tion and the circulation and use of
The confidentiality of all the docu- inside information, as well as share
ments and information that comprise price manipulation, are criminal
the intellectual, industrial and artistic offences.
property and know-how developed It is, in particular, the responsibility of
directly or indirectly by the Group each employee to ensure the confi-
must be maintained by employees dentiality of all non-public information
having access to it. Employees with that could influence the Bouygues
access to such confidential informa- share price, or listed securities of
tion must refrain from disclosing it to any other Group company, until the
the public and from using it for any publication of such information by the
purpose other than that authorised by authorised persons. Employees shall
BOUYGUES • CODE OF ETHICS • 7also refrain from dealing in Bouygues must cooperate with members of the
shares or any other listed securities audit departments in a transparent
issued by a Group company, for as and honest manner, so that any signif-
long as such information has not been icant deficiency or weakness can be
made public. Use of such information identified and corrected.
directly or indirectly for personal gain
Any hindrance to the smooth running
or to enable a third party to carry out a
of internal audit assignments, as well
stock market transaction is prohibited.
as any concealment of information
Employees who have doubts or or wilful communication of inaccu-
questions, in particular holders of rate information constitute serious
inside information, may consult the breaches of this Code of Ethics.
Ethics Officer to ensure that they are
Employees are required to cooperate
complying with the ethics and the
in the same way with statutory audi-
rules in force governing transactions
tors as part of their assignments.
involving listed securities issued by a
Group company and the exercise of
stock options.
QUALITY
INTERNAL Quality is one of the Group’s strategic
CONTROL concerns.
Promoting good ethical conduct Bouygues group companies have an
across the Group, fighting corruption obligation to treat their customers
and fraud and complying with compe- honestly and fairly. They are
tition law and embargo rules are three convinced that customer satisfaction
of the major themes developed in the is key to the Group’s long-term future.
Internal Control and Risk Management Group employees and companies
Reference Manual of the Bouygues give priority to high-quality contact
group. Ongoing supervision of the and ensure that product and service
application of internal control prin- quality is constantly improved, paying
ciples in the field of ethics is carried attention to health and safety in the
out by the Business segments and use of the products offered.
their subsidiaries by implementing
The technologies and processes that
the self-assessments set out in the
are used take into account require-
Internal Control Reference Manual.
ments concerning quality, safety, the
During regular or specific audit assign- environment, and the contractual and
ments, the internal audit departments regulatory framework.
of the Group and Business segments
These requirements are also taken
also check that the Group’s opera-
into account through the choice of
tions are carried out in compliance
suppliers and sub-contractors.
with the principles of this Code of
Ethics and the Group Internal Control The quality-safety-environment certi-
Reference Manual. All employees fication of our management systems
8 • BOUYGUES • CODE OF ETHICSby an independent organisation RESPECT FOR THE
increases the confidence of our ENVIRONMENT
customers in our capacity to fulfil our
commitments. The Group aims to reach the best
standards in the field of environmental
Employees must contribute to the
protection. Employees must make
continuous improvement of internal
every effort to maintain a safe working
risk management systems and facili-
environment that protects health. It
tate the identification of the primary
is also the responsibility of individual
causes of malfunctions.
employees to prevent or minimise the
impacts of their activity on the envi-
SUSTAINABLE ronment. In particular, the protection
DEVELOPMENT of nature, the preservation of biodiver-
sity and eco-systems, the depletion
Sustainable development is included
of natural resources and the manage-
in the strategy of the Group’s Business
ment of waste and toxic substances
segments. In keeping with its culture
are concerns that are common to all
and values, the Group undertakes to
Group employees.
serve its customers, while assuming
social and environmental responsibility.
CHARITABLE
By applying the principle of contin- CONTRIBUTIONS –
uous improvement and on the basis of PATRONAGE
concrete actions, Group entities must
take into account, in their strategy and Charitable contributions and patron-
processes, the preservation of the age initiatives are authorised if they
environment and natural resources, effectively serve a cause of general
improvement of living conditions, the interest and contribute to commu-
sharing of experiences, the use of the nity action initiatives as defined by
best technologies and dialogue with the Group or its entities. They must
and the involvement of stakeholders receive prior, written approval from
in the decisions that concern them. the senior executive of the company
concerned and must be duly recorded
By adhering to the United Nations
in the accounts.
Global Compact, the Group shows
its commitment to a constant quest
for innovative solutions in the field POLITICAL
of human rights, labour standards, ACTIVITY
the environment and anti-corruption.
This active approach is central to The Group respects the commitments
the Group’s culture and values and is of its employees who, as citizens,
implemented in partnership with civil participate in public life.
society and other organisations. In 2017, the Group introduced a system
that seeks to eliminate any disadvan-
tage to those who stand for election
or exercise a political mandate.
BOUYGUES • CODE OF ETHICS • 9However, the Group seeks to maintain COMMERCIAL ACTION –
a neutral political stance. RELATIONS WITH
Employees must therefore exercise their CUSTOMERS AND SUPPLIERS
freedom of opinion and political activity
outside the scope of their employment Group companies must treat all their
contract, at their expense and on an customers and suppliers with honesty
exclusively personal basis. No Group and fairness, regardless of their size
asset shall be used for political activities. and condition.
All employees must refrain from involving The Group’s commercial action, in
the Group and any of its entities in such France and abroad, will be conducted
activities, from a moral standpoint, and in compliance with the framework
are notably prohibited from disclosing laid down in each country, which
their ties with the Group. employees must observe and be
The financing of political parties or aware of. In particular, Group compa-
the activities of elected representa- nies shall comply with the specific
tives or candidates by a company is rules that govern public procurement
strictly prohibited in France. contracts, regardless of the country
in which they conduct their business
In other countries, these contributions activities.
are authorised and/or subject to legis-
lation. The general policy of the Group Group companies can only draw
is not to contribute directly or indirectly benefit from fair and open competi-
to the financing of political parties tion. Group employees and compa-
or politicians. If, in a given country, it nies shall carry out all commercial
appears that a company’s conduct in action and purchasing by following
society cannot differ from generally the principle of fair competition, and
accepted practices, all contributions by refraining from collusive prac-
will comply with local legislation, tices or behaviour that could consti-
be recorded in the accounts and be tute anticompetitive practices, in
subject to the prior written agreement particular within the scope of public
of the senior executive of the contrib- tenders or contracts concluded with
uting company. In any event, such States or local government.
contributions will be limited to the As competition law is complex and
most reasonable amounts contributed subject to change, and as administra-
in the country concerned and will not tive, criminal and civil sanctions may
seek to promote a specific interest. be applied, employees shall consult
Any employee who participates in the with the legal departments in the
decisions of a State, public authority event of a doubt or question.
or local government within the scope Employees must undertake not to
of their political activities must pay offer or grant favours or benefits,
very careful attention to the risk of whether pecuniary or otherwise, to
potential conflicts of interest and third parties. In particular, the prom-
refrain from taking part in decisions ising or giving of gifts or free services
that concern the Group or one of its are not permitted, unless as a matter
entities.
10 • BOUYGUES • CODE OF ETHICSof courtesy or customary hospitality, affect how they act within the Group
or unless the gifts are symbolic or and whether the giver will think that
minimal. In general, commercial deal- employees have compromised them-
ings must comply with the legislation selves. The line management must be
applicable to the activity concerned informed of any canvassing or offer of
and remain within the limits of the specific benefits to employees.
most reasonable customary practices
Finally, fraud – that is to say any act
for the profession or country where
or omission with intent to deceive
they are implemented.
(falsification, dissimulation, lying, etc.)
The support given by agents, consult- – both internally and externally, is
ants or intermediaries in the area of unacceptable and breaches the
commercial dealings may be required Group’s values. All employees must,
in the sectors where Group presence under all circumstances, observe the
is reduced or due to their technical highest standards of honesty and
skills. Calling on these intermediaries integrity in their relations with co-con-
is only justified within this scope tractors and customers, in particular
and only if the services provided are as regards the nature, quality, quan-
genuine, lawful and necessary. Their tity, and the composition of products
remuneration must be in keeping and services offered.
with the services and the payment
compliant with their contract, which
must be concluded in compliance CORRUPTION
with internal procedures.
Acts of corruption breach the Group’s
The senior executives of the compa-
ethical principles and values.
nies concerned must ensure that
they supervise this local support The negotiation and performance
and monitor the services effectively of contracts must, under no circum-
provided by these intermediaries, in stances, give rise to conduct or
strict compliance with local rules. actions that could constitute active
or passive corruption towards or on
Employees must not agree to receive,
behalf of public or private entities, or
either directly or indirectly, any
complicity in influence peddling or
payment, gift, loan, entertainment or
favouritism. It should be noted that
benefit from anyone who does busi-
offences committed by intermedi-
ness with the Group; only customary
aries, commercial agents or consult-
courtesy or hospitality, business meals
ants could result in the person having
and other events that correspond to
hired them being liable to severe
the most reasonable customary prac-
sanctions in the same way as a direct
tices in the country or profession are
perpetrator would.
acceptable. Gifts, other than pecu-
niary gifts, are acceptable if their value In accordance with the OECD
is low and if such a practice complies Convention of 17 December 1997 on
with customary practices. Employees Combating Bribery, the corruption of
must ask themselves whether such foreign public officials, in all forms, is
a gift or benefit is lawful, liable to prohibited.
BOUYGUES • CODE OF ETHICS • 11COMPLIANCE IMPLEMENTATION OF
PROGRAMMES/ THE CODE OF ETHICS,
DUTY OF VIGILANCE COMPLIANCE PROGRAMMES
AND VIGILANCE PLAN
Certain principles that govern actions
in areas that are considered to be It is the responsibility of each Busi-
crucial are developed in the Compli- ness segment to implement this
ance Programmes. The Bouygues Code of Ethics and the Compliance
Board of Directors has approved five Programmes, and to complete them
Compliance Programmes (Anti-cor- if necessary in accordance with the
ruption, Competition, Conflicts of specificities of its activities.
Interest, Financial Information and
Securities Trading, and Embargoes The Code of Ethics and Compliance
and Export Restrictions) and reserves Programmes can be accessed on the
its right, if necessary, to approve intranet. All senior executives and
other programmes. employees who join one of the Group
entities may also be provided with a
These Compliance Programmes, paper copy of the Code of Ethics.
that supplement this Code of Ethics,
set out and explain, for each of the All employees are required to comply
subjects covered, the main rules with and apply the rules contained
applicable, the Group’s position in this Code of Ethics, the Compli-
and the main principles with which ance Programmes and vigilance plan,
senior executives and employees according to their duties and respon-
must scrupulously comply. In addi- sibilities. To this end, employees must
tion, they set out the best conduct actively participate in their implementa-
to adopt and precautions to take tion and be vigilant with regard not only
in each of the areas concerned to to themselves, but also to their circle of
prevent, in all circumstances, anyone contacts, their teams and the persons
or the company from being put in a placed under their responsibility.
difficult situation.
In accordance with the law of WHISTLEBLOWING
27 March 2017, Bouygues draws up
a Group vigilance plan that sets out When confronted with an ethical
the reasonable vigilance measures to problem, employees must inform
be taken to identify risk and prevent their direct or indirect line manager or
serious violations of human rights the senior executive of the company
and fundamental freedoms, the where they perform their duties,
health and safety of people and the allowing sufficient time for said line
environment caused by the activities managers or senior executives to give
of the Group or the sub-contractors relevant advice or to take an appro-
or suppliers with which it maintains priate decision.
an established business relationship.
It is the responsibility of the line
managers and senior executives of
a company to assist employees in
12 • BOUYGUES • CODE OF ETHICSresolving the difficulties with which • accounting irregularities;
they may be confronted. When in
• stock market irregularities;
doubt, the legal or human resources
departments, as well as possibly •
violation of competition and
external counsels, should be consulted. embargo rules and standards;
Employees who, disinterestedly and •
existence or materialisation of
in good faith, report a breach of the risks related to serious violations
rules laid down in this Code shall not of human rights and fundamental
be sanctioned. freedoms, the health and safety of
people and the environment, caused
Employees may also use the Group
by the activities of the Group or the
whistleblowing facility to report,
sub-contractors and suppliers with
disinterestedly and in good faith,
which it maintains an established
facts or events they have personally
business relationship.
witnessed or have first-hand knowl-
edge of, which fall within the scope Regardless of their form or media,
of the Group whistleblowing facility. facts, information or documents
The Group whistleblowing facility is covered by national defence secrecy,
governed by the following rules: doctor/patient confidentiality or
lawyer/client privilege are specifically
Scope of the Group excluded from the Group’s whistle-
whistleblowing facility blowing facility. However, a breach
The scope of the whistleblowing facility of these secrecy or confidentiality
was extended in 2017. It includes: rules through the whistleblowing
facility may exceptionally be envis-
• any crime or offence; aged provided that such disclosure
•
any serious and blatant violation is necessary and commensurate
of a law or regulation, an interna- with safeguarding the interests in
tional treaty or convention ratified question, that it is done through the
or approved by France (including a whistleblowing facility and that the
unilateral action taken by an inter- person raising the whistleblowing
national organisation on the basis of alarm meets all the requisite criteria
an international treaty or convention for definition as a whistleblower.
ratified or approved by France);
The persons concerned by the
• serious threat or harm to the public Group whistleblowing facility
interest.
Any employee of a Group company
It covers, in particular, the following may use the Group’s whistleblowing
areas: facility. It is also open to external or
occasional employees (e.g. temporary
•
corruption and influence peddling
workers, interns, employees of a
(especially any behaviour or situa-
sub-contractor or service provider)
tion that breaches the rules set out
other than for reporting conduct or
in the Anti-corruption Compliance
situations that contravene the Anti-
Programme);
BOUYGUES • CODE OF ETHICS • 13corruption Compliance Programme1, Initiating an alert via the Group
which is restricted to employees of whistleblowing facility
Group companies.
Use of the whistleblowing facility is
Any employee may be the subject optional. The facility should only be used
of a whistleblowing alert. However, in compliance with the applicable laws
certain employees are more likely to and regulations and provided that the
be targeted in the following areas: whistleblower is acting disinterestedly
and in good faith and has personally
• Corruption:
witnessed or has first-hand knowledge
Senior executives, managers and
of the events or facts in question.
employees from the purchasing,
projects, works, general services, IT, The fact that an employee refrains
sales and marketing departments. from using the whistleblowing facility
may not lead to any consequences for
• Accounting irregularities:
the employee concerned.
Senior executives, managers and
employees from the consolidation, A whistleblower who makes proper
accounting, cash management and use of the facility will not be liable to
finance departments. disciplinary action or discriminatory
measures of any kind, even if the facts
• Stock market irregularities:
are subsequently found to be inaccu-
Senior executives, managers and
rate or not proven. However, abuse
employees from the cash manage-
of the facility will render the whistle-
ment and finance departments and,
blower liable to disciplinary action
in general, all employees who may
and, potentially, to legal proceedings.
hold inside information.
• Competition irregularities: Recipient(s) of the
Senior executives, managers and whistleblowing alert
employees of the purchasing, sales, Data and information must be
works or projects departments. provided by the whistleblower to
•
Human rights and fundamental the Business segment Ethics Officer2
freedoms: concerned, who shall, to that end, be
Site managers, particularly in subject to an increased confidentiality
the international markets, human obligation.
resources departments of opera- However, as an exception, an
tional units, particularly in the inter- employee faced with a situation that
national markets, IT department he or she believes to go beyond the
employees and managers. scope of the Business segment may
refer to the Group Ethics Officer3, who
is also subject to an increased confi-
dentiality obligation.
(1) The Anti-Corruption Compliance Programme constitutes the code of conduct referred to in Article 17 of law No. 2016-1691
of 9 December 2016, known as the “Sapin 2” law.
(2) The designated recipient (“référent”) referred to in the applicable regulations.
(3) In this case, the designated recipient (“référent”) referred to in the applicable regulations.
14 • BOUYGUES • CODE OF ETHICSReceipt and processing of The following information, in
whistleblowing alerts particular, will be provided to all
persons implicated in a whistle-
The procedure for the receipt and blowing alert:
processing of whistleblower alerts is
set out in Appendix 1 to this Code of • a copy of these rules, which govern
Ethics. It has been drawn up in consul- the Group whistleblowing facility,
tation with Bouygues’ registered and a copy of the laws on whistle-
trade unions. blowing;
The rights of persons implicated • the allegations made against them;
in a Group whistleblowing alert • a list of the recipients of the whistle-
All persons implicated in a whistle- blowing alert;
blowing alert will be informed by its •
the terms and conditions for exer-
recipient as soon as their personal cising their access and rectification
data has been logged, electronically rights.
or otherwise. The person will be able
to access the data and request the Persons implicated in a whistle-
correction or deletion thereof if the blowing alert may under no circum-
data is incorrect, unclear or obsolete. stances obtain disclosure of the
identity of the whistleblower.
Where protective measures are
required, in particular to prevent the
destruction of evidence concerning
the whistleblowing alert, the person
implicated in the whistleblowing alert
will only be informed once these
measures have been taken.
BOUYGUES • CODE OF ETHICS • 15CONTACT
Group Ethics Officer
Arnauld Van Eeckhout
General Counsel, Bouygues
Email: avet@bouygues.com
16 • BOUYGUES • CODE OF ETHICSAPPENDIX
WHISTLEBLOWING FACILITY:
PROCEDURE AND RULES PERTAINING
TO THE RECEIPT AND PROCESSING OF
WHISTLEBLOWING ALERTS
RAISING A WHISTLEBLOWING the recipient of the whistleblowing
ALERT: REMINDER alert (see table on page 22).
However, should you raise a whistle-
To raise a whistleblowing alert under
blowing alert by telephone or during
the whistleblowing facility, you must
a private conversation with the desig-
do so disinterestedly and in good faith.
nated recipient of the whistleblowing
You must have personally witnessed or
alert, such an alert shall, where practi-
have first-hand knowledge of the facts
cable, be confirmed in writing.
or events you are reporting.
For reasons of confidentiality, all
WHERE TO SEND A whistleblowing alerts reported by
WHISTLEBLOWING ALERT e-mail must comply with the instruc-
tions in the table on page 22.
Whistleblowing alerts must be sent to
• Subject heading: the subject heading
the Ethics Officer of the relevant Busi-
of the letter or e-mail must clearly indi-
ness segment, who is the designated
cate that a whistleblowing alert is being
recipient (“référent désigné”) under
raised under the whistleblowing facility.
the applicable regulations.
• Identity of whistleblower: your
However, if you believe that the
whistleblowing alert must provide
situation goes beyond the scope of
details of your identity, as well as
the Business segment, you may excep-
the contact details permitting an
tionally send your whistleblowing alert
exchange between you and the
to the Group Ethics Officer instead of
designated recipient of the whistle-
the Business segment Ethics Officer.
blowing alert (first name, last name,
employer, position, home address,
HOW TO RAISE A e-mail address, phone numbers, etc.).
WHISTLEBLOWING ALERT
Any whistleblowing alert sent as part DESCRIPTION OF
of this whistleblowing facility must THE FACTS OR EVENTS
meet the following criteria:
You must provide a clear, impartial
• Method: whistleblowing alerts should description of the facts and informa-
be sent by post, secure e-mail tion you are reporting. The wording
(encrypted) or via the dedicated used must make it clear that the events
platform1, for the sole attention of or facts reported are presumptions.
(1) The dedicated platform will be available online in 2018 at https://alertegroupe.bouygues.com.
BOUYGUES • CODE OF ETHICS • 17The designated recipient of the unless the company’s vital interests or
whistleblowing alert will only the physical or moral integrity of its
consider information directly related employees are at risk.
to the areas covered by the whistle-
blowing facility and which is strictly ACKNOWLEDGEMENT
necessary in order to investigate the OF RECEIPT
allegations. Any information that does
not meet these requirements will be As soon as the whistleblowing alert
destroyed. has been received, the designated
recipient of the whistleblowing alert
Should you deem it appropriate to
will reply by recorded delivery letter,
implicate one or more individuals in
secure e-mail or via the dedicated plat-
your whistleblowing alert, you should
form, with the following information:
follow the procedure set out below
in order to protect the identity of the • acknowledgement of receipt of your
person or persons you are implicating: whistleblowing alert;
• if you are raising your whistleblowing • if applicable, any other information
alert by e-mail, you should only send required for your whistleblowing
it by secure e-mail or via the dedi- alert to be processed;
cated platform1;
•
the anticipated duration of the
•
you must never reveal the fact processing of your whistleblowing alert;
that you have raised a whistle-
blowing alert (except as part of •
how you will be advised (letter,
the processing of a whistleblowing secure e-mail or via the dedicated
alert), and more specifically its platform) of the action(s) taken as a
contents or the persons implicated. result of your whistleblowing alert.
This information will normally be
given to you before the end of the
PROOF – period referred to above.
DOCUMENTATION
You will be informed promptly should
You should provide any documents the designated recipient of the
or information in your possession whistleblowing alert deem that the
you have to support your allegations, prerequisites for the processing of
whatever the format or medium. your whistleblowing alert are not met.
You may simply list them in your initial
letter or e-mail and then provide them CONFIDENTIALITY
promptly to the designated recipient GUARANTEE
of the whistleblowing alert.
The designated recipient of the whistle-
Any information given in the whistle- blowing alert will take all necessary meas-
blowing alert that does not fall within ures to protect the security and confi-
the scope of the whistleblowing dentiality of any information provided,
facility will be destroyed or archived not only when the alert is received but
immediately by the designated also during the investigations and as long
recipient of the whistleblowing alert, as such information is retained.
(1) The dedicated platform will be available online in 2018 at https://alertegroupe.bouygues.com.
18 • BOUYGUES • CODE OF ETHICSMore specifically, data can only be •
acknowledgement of receipt will
accessed via an individual user login be sent by recorded delivery letter,
and password, which are changed secure e-mail or via the dedicated
regularly, or by any other means of platform1;
authentication. Access to data is
• when processing a whistleblowing
recorded and controlled. The desig-
alert, the designated recipient of
nated recipient of the whistleblowing
the whistleblowing alert shall not
alert is bound by a heightened contrac-
mention the name of the person(s)
tual confidentiality undertaking.
implicated, except, as appropriate:
Whistleblowing alerts are received (i) to the direct or indirect line
and processed in a way that guaran- manager of the implicated person(s),
tees the strict confidentiality of: where necessary for internal inves-
tigation purposes, in accordance
• the whistleblower’s identity;
with applicable legal provisions,
•
the identity of the persons impli- (ii) to the Group Ethics Officer or
cated in the whistleblowing alert; (iii) to the judicial authorities. Nor
will the designated recipient of the
• information provided in the whistle-
whistleblowing alert disclose any
blowing alert.
information that might permit the
Any information that might permit the identification of the person(s) impli-
identification of the whistleblower cated in a whistleblowing alert. The
may not be disclosed, other than to direct or indirect line manager of the
the judicial authorities, without the implicated person(s) and the Group
whistleblower’s prior consent. Ethics Officer are bound by the
same strict confidentiality under-
Any information that might permit the taking as the designated recipient of
identification of the persons impli- the whistleblowing alert.
cated in a whistleblowing alert may
not be disclosed, other than to the
judicial authorities, until the merits of
RIGHTS OF PERSONS
the allegation have been established. IMPLICATED IN A
WHISTLEBLOWING ALERT —
Consequently, the following proce- DATA PROTECTION
dure will apply:
•
whistleblowing alerts raised by If you are implicated in a whistle-
e-mail must only be sent by secure blowing alert, you will be informed
e-mail or via the dedicated platform1, by the designated recipient of the
which can only be accessed by the whistleblowing alert as soon as your
designated recipient of the whistle- personal data has been logged, elec-
blowing alert. The designated recip- tronically or otherwise. You have the
ient of the whistleblowing alert is right to access the data, ask for it to
notified via e-mail that a whistle- be rectified or deleted if it is incor-
blowing alert has been raised; rect, unclear or obsolete. You should
exercise this right by contacting the
(1) The dedicated platform will be available online in 2018 at https://alertegroupe.bouygues.com.
BOUYGUES • CODE OF ETHICS • 19designated recipient of the whistle- When processing the whistleblowing
blowing alert in your Business alert, the designated recipient of
segment, at the address given in the the whistleblowing alert may make
table on page 22. any enquiries deemed appropriate
to assess the merits of the alert. The
When protective measures are
designated recipient of the whistle-
necessary, particularly to avoid the
blowing alert may involve the impli-
destruction of evidence about the
cated person’s/persons’ line managers
whistleblowing alert raised, you will
(provided they are not implicated)
only be informed once those meas-
or any employee whose involvement
ures have been taken.
is believed necessary as part of the
The designated recipient of the processing of the whistleblowing alert,
whistleblowing alert will inform you of always in the strictest of confidence.
the allegations made against you.
The designated recipient of the whistle-
You may obtain the following informa- blowing alert may also inform and obtain
tion at your request: the opinion of the Group Ethics Officer
or the competent Ethics Committee.
• a copy of these rules governing the
The designated recipient of the whistle-
Group’s whistleblowing facility;
blowing alert may also ask the whistle-
•
a copy of the legal provisions on blower for further information.
whistleblowing as applicable under
As part of the investigations, any outside
French law.
service provider may be called upon,
You will under no circumstances be and shall act in the strictest confidence.
informed of the whistleblower’s identity.
If the designated recipient of the
whistleblowing alert believes that the
HOW A WHISTLEBLOWING investigation process will take longer
ALERT IS PROCESSED than initially expected, the whistle-
blower shall be informed and be
As part of a preliminary review, the provided with the reasons for the extra
Ethics Officer will first make sure that time needed, if this is deemed appro-
the whistleblower has acted within the priate, as well as with the ongoing
scope of the whistleblowing facility status of the investigations.
and in accordance with the appli-
cable regulations. If the Ethics Officer The receipt and processing of the
deems this is not the case, you will be whistleblowing alert will always be
informed promptly. The designated conducted so as to allow all implicated
recipient of the whistleblowing alert parties to argument and respond to
may ask you to provide additional any allegations made as part of the
information before the investigation of alert or investigations (the adversarial
the merits of the whistleblowing alert process principle) and in accordance
is initiated. During the processing of with the provisions of labour law.
the whistleblowing alert, the wording Whistleblowers shall never receive any
used should make it clear that the compensation or gratuity for raising
events or facts being reported are a whistleblowing alert; it is a strictly
presumptions. disinterested process.
20 • BOUYGUES • CODE OF ETHICSACTION TAKEN • wherever possible, a paper copy of
FOLLOWING THE the Code of Ethics will be provided
WHISTLEBLOWING ALERT – to all new employees;
CLOSE OF PROCEDURE •
publication on the websites and
intranet sites of Bouygues and the
Once the investigations are complete, Business segments;
a decision will be made on the action
to be taken, which may include discipli- • display on company notice boards.
nary action against the person(s) who The procedure must be made avail-
has (have) committed or taken part in able to all employees, including
the wrongdoing and/or, as the case external and occasional workers.
may be, referral of the matter to the
administrative or judicial authorities.
REMINDER OF
The whistleblower will be informed of THE LEGAL PROVISIONS
the action(s) taken as a result of the
whistleblowing alert by letter, secure No disciplinary or other action may
e-mail or via the dedicated platform. be taken against an employee who
The whistleblower and the persons raises a whistleblowing alert disinter-
implicated will also be informed that estedly and in good faith, provided
the whistleblowing procedure has such an alert falls within the scope
been closed. of the whistleblowing facility and the
procedure is complied with by the
If, once the investigations are whistleblower.
complete, no disciplinary or legal
action is to be taken, the informa- Conversely, anyone who abuses the
tion contained in the whistleblowing facility or acts with malicious intent
alert identifying the whistleblower will be liable to disciplinary action
and the person(s) implicated will be and, potentially, legal proceedings.
destroyed or archived promptly (and The criminal penalties provided for in
no later than two months after the Article 226-10 of the French Criminal
investigations have ended). Code may apply to anyone who know-
ingly makes a malicious accusation.
The information will be destroyed
regardless of the medium on which
ENTITY RESPONSIBLE FOR
it is stored, including electronic data.
THE WHISTLEBLOWING
DISSEMINATION FACILITY
OF THE PROCEDURE The entity responsible for the whistle-
blowing facility is either the relevant
This procedure is an appendix to
Business segment or Bouygues SA1.
the Group Code of Ethics. It will be
These entities are listed in the table
disseminated to employees by all
below (see page 22).
appropriate means:
(1) When the Group Ethics Officer or Bouygues SA is the recipient of the whistleblowing alert (regardless of the Business
segment concerned).
BOUYGUES • CODE OF ETHICS • 21List of Ethics Officers (Group, Business segment)
Business
Name Contact details (France)
segment
E-mail: alerte@bouygues.com
Group and/or Mr Arnauld Address: 32 avenue Hoche
Bouygues SA Van Eeckhout 75378 Paris cedex 08
Tel.: +33 (0)1 44 20 10 18
E-mail: alerte_ethique@bouygues-construction.com
Bouygues Mr Jean-Marc Address: 1 avenue Eugène Freyssinet
Construction Kiviatkowski 78280 Guyancourt
Tel.: +33 (0)1 30 60 26 48
E-mail: alerteprofessionnelle@bouygues-immobilier.com
Bouygues Mrs Pascale Address: 3 boulevard Gallieni
Immobilier Neyret 92130 Issy-les-Moulineaux
Tel.: +33 (0)1 55 38 26 24
E-mail: alertethics@colas.com
Mr Emmanuel Address: 1 rue du Colonel Pierre Avia
Colas
Rollin 75015 Paris
Tel.: +33 (0)1 47 61 74 74
E-mail: alerteprofessionnelle@tf1.fr
Address: 1 quai du Point du Jour
TF1 Mr Didier Casas
92100 Boulogne-Billancourt
Tel.: +33 (0)1 41 41 18 54
E-mail: alerte@bouyguestelecom.fr
Bouygues Mrs Anne Address: 37-39 rue Boissière
Telecom Friant 75116 Paris
Tel.: +33 (0)1 39 45 33 66
22 • BOUYGUES • CODE OF ETHICSPROVISIONS OF LAW NO. 2016-1691 OF
9 DECEMBER 2016 (“SAPIN 2 LAW”) ON
WHISTLEBLOWING (LAW OF THE FRENCH
REPUBLIC)
Disclaimer: This is a non-official translation of a French law, for information
purposes only. The French version of this text as published in the “Journal
Officiel de la République Française” (official gazette of the French Republic)
is the only legally binding version.
[…]
CHAPTER II: “Article 122-9. A person who discloses
PROTECTION OF secret information, within the mean-
WHISTLEBLOWERS ing of and as protected by law, is not
criminally liable where such disclo-
Article 6 sure is necessary and commensu-
rate with safeguarding the interests
A whistleblower is an individual who in question, is done in accordance
reveals or reports, disinterestedly and with the whistleblowing procedures
in good faith, a crime or offence, a serious defined by law and provided that
and blatant violation of an international such person meets the definition of a
undertaking ratified or approved by whistleblower set out in Article 6 of
France or a unilateral action taken by an law No. 2016-1691 of 9 December 2016
international organisation on the basis of on transparency, anti-corruption and
such an undertaking, of a law or regula- economic modernisation.”
tion, or a serious threat or harm to the
general interest, of which that individual Article 8
has first-hand knowledge or has person- I. - The whistleblowing alert shall be
ally witnessed. raised with the whistleblower’s direct
Facts, information or documents, or indirect line manager or the recip-
regardless of their form or medium, ient (“référent”) designated by the
covered by national defence secrecy, employer.
doctor/patient confidentiality or If no action is taken by that person
client/attorney privilege are specif- (as referred to in the first paragraph
ically excluded from the whistle- of I above) within a reasonable period
blowing provisions stipulated in this of time, the whistleblower may then
chapter. refer it to the judicial authority, admin-
Article 7 istrative authority or appropriate
professional body.
Book I, Title II, Chapter II of the Crim-
inal Code is supplemented by Article As a last resort, if no action is taken
122-9 as follows: by those authorities or bodies (as
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