Code of Conduct

Code of Conduct

November 2010
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Contents
Introduction 

Our Ambition 

What we stand for 

We deliver healthy nutrition to people around the world 

2 We work together as motivated people 

3 We care for the environment 

Rules of Conduct 

1 Consumers and customers 

2 Employees 

3 Environmental protection 

8
10

4 Supplier relationships 

11

5 Public activities 

12

6 Communication 

12

7 Bribery and corruption 

13

8 Business relations and gifts 

14
15

9 Competition 

10 Conflict of interest 

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11 Integrity of financial reporting 

18

12 Protecting confidential information 

18

13 Legislation 

19

Compliance with the Code of Conduct 

20

Decision tree: how to deal with ethical dilemmas and the Code 

20

Raising questions or concerns

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Introduction
The objective of FrieslandCampina is to manufacture and market the
companys dairy products in such a way as to create value that can be
sustained over the long term for consumers, customers, employees,
member farmers, business partners and the communities in which
FrieslandCampina operates.
We work to reach our objective on the basis of the power of our strong
brands and our strong market positions in consumer products, our role as
an innovative partner offering ingredients to the food and pharmaceutical
industries and on the basis of our geographical distribution of activities.
We recognise that maintaining the trust and confidence of our stakeholders
is crucial to realising our objective. We intend to merit this trust by
conducting ourselves according to the principles set out in this Code.
It is the responsibility of the management to ensure that all employees are
aware of these principles and behave in accordance with them.
It is the behaviour of each and every employee that establishes the
reputation of our company. Together we make up this company. And to
ensure our business is a success, we must follow our Code of Conduct.
Please take time to read this Code of Conduct and use it in your work at
FrieslandCampina.

Cees t Hart
Chief Executive Officer
Executive Board

Our Ambition
FrieslandCampina aspires to be the worlds most professional, successful
and attractive dairy company.
We aspire to be the most professional dairy company, because we want
to be the number one expert when it comes to milk and the ways milk
can be processed into a wide range of products and ingredients. We keep
expanding our knowledge of milk by investing in research and development,
so that we can make the most of the market opportunities that present
themselves.
We want to be the most successful in expanding and reinforcing our
market positions and in working and producing efficiently. Innovation plays
a key role in this respect, both applied to product development and based
on technological improvements.
And we want to be the most attractive as a purchaser and processor
of the milk supplied by our member dairy farmers, as a partner for our
customers and as an employer for our employees.

What we stand for

We deliver healthy nutrition to people around the world
We are fascinated by the power and potential of milk. FrieslandCampina
provides people around the world with all the good things milk has to offer.
By nature milk is one of the richest sources of nutrition. Our dairy products
provide not only a unique taste sensation, but also proteins, fats, vitamins,
minerals and lactose - building materials and fuels that are important to
peoples health and well-being. We firmly believe that there is much more
to discover, not only about milk itself but the value we can create from milk.
We are passionate about unlocking that power and getting more out of milk.

We work together as motivated people

We are a team that embraces challenges, grows together and remains
accountable. We are a global company with a strong local focus, working
closely with the people and communities where we operate. We create
value throughout the entire dairy chain and take ownership of our actions,
building a culture of trust, integrity and inspiration.

We care for the environment

We aim to run our business in an environmentally sound manner and to
contribute to sustainable development for the benefit of both present and
future generations. That means we seek a balance between our need to
perform as a business and our commitment to society and the environment.
A balance that is sustainable in the long term, ensuring the continued
health of the environment, people and our business.
We are working to make all our actions sustainable throughout the dairy
chain; the journey that takes the milk from cow to consumer.

Rules of Conduct
1 Consumers and customers
FrieslandCampina aims to create value for consumers and customers that
can be sustained over the long term by offering a wide range of high-quality
and safe dairy products.
FrieslandCampina ensures that the products meet at least all agreed
and legally required standards for consumer health and safety. In
order to assure that we manufacture safe and high-quality products,
FrieslandCampinas Food Safety and Quality System has set high standards
for raw materials, ingredients and manufacturing- and packaging processes.
We have transparent and effective procedures in place that address
consumer complaints and contribute to fair and timely resolutions of
consumer disputes.

Protecting consumer health and safety at all times!

Our customers and consumers depend on us to deliver safe products. We cannot
take any risks when it comes to product safety. Therefore, compliance with
FrieslandCampinas Food Safety and Quality system is obligatory at all times. If
you have any doubts about this issue, you must speak to your line supervisor.

2 Employees
FrieslandCampina regards its management and employees as its
most valuable assets. At every level, involvement starts with open
communication whether regarding specific aspects of the business or the
activities of the company in general.

The current and future success of FrieslandCampina depends largely on the

quality of its employees. We therefore aim to offer an attractive, challenging
and inspiring working environment where employees are encouraged to
develop themselves both professionally and personally. This vision can only
be achieved with motivated and well-trained employees; employees with the
motivation and ability to secure a competitive advantage.
We respect the United Nations Universal Declaration of Human Rights as
a universal standard. In countries where FrieslandCampina companies are
present, human rights are supported in a manner that is consistent with
the host governments international obligations and commitments, and
in accordance with what can reasonably be expected from a commercial
organisation.
Within the framework of applicable law, regulations and prevailing labour
relations and employment practices, FrieslandCampina
refrains from any form of discrimination against employees with respect

to employment or occupation on such grounds as race, colour, sex,

religion, political opinion, national extraction or social origin,

respects the right of its employees to join legally recognised labour

unions, and

precludes the use of child labour and forced or compulsory labour.

FrieslandCampina is committed to providing a clean and safe working

environment for its employees in accordance with best practices.
Management and employees of FrieslandCampina have a duty to take every
reasonable precaution to avoid injury to themselves, their colleagues and
members of the public.

Respect for each other

We value a working environment in which employees feel involved, responsible
and secure. This calls for an organisational climate characterised by fairness,
respect and integrity. It also implies that we attach great importance to an
open atmosphere in which employees feel confident to discuss issues with one
another and with management. In the first instance, try to discuss any issue of
integrity with the individuals involved. If the problem persists, approach your
line supervisor.
Treat each other with respect, share your questions and concerns and be
sensitive to the questions and concerns of others.

3 Environmental protection
FrieslandCampina is committed to running its business in an
environmentally sound and sustainable manner. We strive to minimise
the adverse environmental impact of our processes and products,
commensurate with our business activities. When it comes to environmental
management, a systematic approach is used in order to achieve continuous
improvement in the environmental performance. In this way, we contribute
to sustainable development by meeting the needs of the present without
compromising the ability of future generations to meet their own needs.
Within FrieslandCampina, environmental policies and programs are an
integrated part of business. Moreover, the environmental performance is
monitored annually.

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Environment: Positive attitude towards environmental sustainability

At FrieslandCampina we care for the environment and we constantly seek ways
to improve our production chain in a more sustainable way. This requires a
positive attitude towards sustainability from everyone at FrieslandCampina.
We do have clear targets for reaching sustainable goals. Sometimes this can
lead to dilemmas between profitability and sustainability targets.
Example of an environmental dilemma situation:

Im a brand manager at FrieslandCampina. We have clear targets for the use of

sustainably produced chocolate (UTZ-certified) in our chocolate milk. Increased
demand requires that we step up production, but there is not enough UTZcertified chocolate available on the market. The increase in production means
we cannot meet our own desired sustainability targets. However, the target
for UTZ-certified chocolate is important in order to maintain the companys
reputation. What do I do?
There is no easy answer to this question. In situations where multiple goals
or values conflict it is difficult to find a perfect solution. But the first step
to reaching a solution is to discuss the dilemma with your colleagues and
management, and be open about the difficulties you face.

4 Supplier relationships
FrieslandCampina aims to deal only with reputable suppliers who are
willing to apply FrieslandCampinas standards. Supplier relationships are
benchmarked and evaluated, with the objective of striving for continued
improvement in the area of quality, service, etc.

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5 Public activities
FrieslandCampina neither supports political parties whether organisations
or their representatives nor contributes financially or otherwise to groups
whose activities are intended to promote party interests.
We are and will continue to be faced with social and ethical issues.
FrieslandCampina actively participates in these discussions.
In order to promote or defend FrieslandCampinas legitimate business
interests, management and designated employees of FrieslandCampina are
encouraged, either directly or through bodies such as trade associations, to
raise questions and discuss government actions or decisions.
Management and designated employees are further encouraged to
co-operate with governments, governmental agencies, officials and other
organisations in the development of proposed legislation and other
regulations, which may affect such legitimate interests.

6 Communication
FrieslandCampina ensures that timely, regular, reliable and relevant
information is disclosed regarding its activities, financial situation and
performance.
Stakeholders are encouraged to address the company at any time with
regard to its business conduct, as FrieslandCampina is committed to
open communication with all stakeholders. However, limits of commercial
confidentiality should always be respected.

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7 Bribery and corruption

FrieslandCampina will not engage in bribery or any other form of
corruption. Employees are not permitted to directly or indirectly promise,
offer or provide any improper (financial) advantage to any person
including officials of a government or a government-controlled entity for
the purpose of obtaining or retaining business or services.
In addition, third parties may not be used to circumvent the bribery and
corruption prohibition. Similarly, employees are not allowed to accept such
an advantage, if given to motivate them to act contrary to their prescribed
duties (see also section on business relations and gifts).

No compromise when it comes to bribery!

Example of bribery:
Suppose you are the head of sales at an operating company. You are currently
bidding on a mega deal to supply products to a large customer. Your operating
company really needs the contract. You receive a call from the customers
procurement officer who tells you that he will make sure you get the deal,
provided you deposit an extra 500 euros into his private account. The deal is
worth several hundred thousand euros
Although it can be tempting to make such a payment, it is not permitted. You
should never engage in such payments. At FrieslandCampina we stand for
honest business. We also adhere to laws on bribery and corruption.

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8 Business relations and gifts

In many industries and countries, gifts and entertainment are used to
strengthen business relationships. Throughout the world, one principle
is common and clear: No gift, favour, or form of entertainment will be
accepted or provided if it will obligate or appear to obligate the recipient.
Offering or accepting occasional gifts and entertainment may be
appropriate in developing business relationships. However, gifts and
entertainment should further the business interests of FrieslandCampina
and not be lavish or in excess of the generally accepted business practices
of ones country and industry.
The same principle applies to relations with government officials. In any
event, offering or accepting gifts or entertainment should be in line with the
law and policy of the recipients company.
If gifts and entertainment, whether provided or accepted, involve any travel
expenses or appear to be lavish or excessive (in the case of gifts, a value
> 50 euros), an employee is required to obtain written approval from the
Managing Director of the Operating Company/Corporate Staff Director or
the Executive Board in advance.
In case of gifts > 500 euros, the Company Secretary must be notified.
Requesting or soliciting personal gifts, favours, entertainment or services
is unacceptable, as is accepting or providing cash or cash equivalents.
Additionally, FrieslandCampina employees may not exploit their position
to solicit vendors, including financial institutions, to provide individual
preferential treatment in pricing, terms or loans.

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Providing/receiving gifts, favours or entertainment

Before providing or receiving a gift or entertainment, including any favour or
service, there are a few questions you need to ask yourself. If you answer yes to
any of the following questions, do not provide/accept the gift or entertainment.
If you are in doubt, always contact your line supervisor.
Questions
Is the gift lavish or in excess of what is generally accepted business practice
for developing business relationships (in the case of gifts, a value > 50
euros)?
Does providing or accepting the gift/entertainment constitute a
contravention of the law or of the FrieslandCampina Code of Conduct?
Is the gift given to (or would it appear to) obligate the recipient?
Does the gift comprise cash or a cash equivalent?
Have you requested or solicited the gift/entertainment?
Would you feel embarrassed if you had to explain to your colleagues that you
had accepted the gift/entertainment?
Would accepting the gift/entertainment make you feel uncomfortable?
Does the gift further your interests other than the business interests of
FrieslandCampina?

9 Competition
Within the framework of applicable laws and regulations, FrieslandCampina
conducts its activities in a fair and competitive manner. A specific
FrieslandCampina Anti-Trust Code of Conduct is applicable.

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Anti-trust code and competition law: How to act?

Imagine you find yourself in the following situation:

One of FrieslandCampinas competitors approaches a company sales

representative and suggests a combined approach to a new foreign market.
His idea is to split the market in two regions, with each targeting one region,
in order to increase the effectiveness of the companies approaches and their
advantage over other competitors.
How to respond to this suggestion?
This form of collaboration with competitors would be a violation of the
FrieslandCampina anti-trust code.
The anti-trust code is based on anti-trust laws. Among other things, antitrust laws seek to promote and preserve each competitors independence
when making decisions on price, output, and other competitively sensitive
factors. Some of the most serious antitrust offenses are agreements
between competitors that limit independent judgment and restrain trade,
such as agreements to restrict the availability of a product provided by
FrieslandCampina or to divide a market in respect of customers, territories,
products or purchases. FrieslandCampina competes independently on the
merits of its products, the skills of its employees, its services and performance.
Employees should therefore not agree with any competitor on any related topic,
as these agreements whether written or oral are virtually always unlawful.

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10 Conflict of interest
FrieslandCampina requires its employees to avoid personal activities and
financial interests, which could conflict with the execution of their jobs.
Working at FrieslandCampina means that you work in the best interests of
FrieslandCampina.

Conflict of interest
A conflict of interest occurs when personal interests compromise your
motivation to act in accordance with the interests of FrieslandCampina or
related parties (e.g. a supplier). Asking yourself the following questions will help
you understand whether a given situation might constitute a conflict of interest:
Do I, or does a family member, friend or associate, stand to gain any
(financial) advantage by virtue of my function at FrieslandCampina?
Could personal interests in this situation affect any decision I might make at
FrieslandCampina?
Do I feel any obligation as a result of the nature of the relationship I have
with a third party doing business with FrieslandCampina?
Could this situation affect the fulfillment of my responsibilities at
FrieslandCampina or could such a perception exist among other
FrieslandCampina employees or external parties?
Would I be embarrassed if anyone at FrieslandCampina knew about the
situation?
Could external parties, such as customers or suppliers, come to question
whether they have been treated fairly if they knew about the situation?
If the answer to any of the above questions is yes (or could be perceived by
others as such), this may mean the situation you are in constitutes a conflict of
interest. If you are unsure how to deal with a situation, discuss it with your line
supervisor.

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11 Integrity of financial reporting

FrieslandCampina accounting records and supporting documents must
accurately reflect the nature of the underlying transactions in accordance
with established accounting standards. We are committed not to engage in
any conduct or to make any arrangements that result in a false or artificial
entry on any record, including employee expense records. No undisclosed
or unrecorded account, fund or asset will be established or maintained.
Records must be maintained in all respects according to law, the accounting
principles and the policies and procedures that FrieslandCampina has
adopted.
FrieslandCampina will not knowingly evade tax obligations. All taxable
benefits employees may receive will be listed and declared for tax purposes.

12 Protecting confidential information

Employees of FrieslandCampina companies must make sure that
confidential information is preserved and protected. Confidential
information is information that is exclusive to the organisation and either
gives, or could give, FrieslandCampina a competitive advantage. It is
information that could lead to the loss of an existing competitive advantage
if it became known in the public domain. This kind of information may not
be revealed to anyone outside the organisation.

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Looking after confidential information

In looking after confidential information related to the company, customers or
colleagues, keep the following in mind:
Protect such information on your computer via a password.
Secure confidential documents in a desk or cabinet before you leave your
workspace.
Access and share confidential information with colleagues only on a needtoknow basis.
Share confidential information with external parties only as legally required
or as consented to by the Corporate Legal department.
Be careful when discussing confidential information in public places. While
we understand the inclination to share certain work-related issues among
friends or family, you are expected to keep certain confidential information
within the company.

13 Legislation
FrieslandCampina companies are required to comply with the law and
regulations of the countries in which they operate in pursuit of their
legitimate commercial objectives.

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Compliance with the Code of Conduct

This Code applies to all FrieslandCampina employees. It is the responsibility
of the Executive Board of FrieslandCampina to ensure that the principles
embodied in this Code are communicated to, understood and observed by
all employees.
The general principles contained in this Code are the bedrock; for a number
of these principles, compliance is covered through specific policies and
procedures.
FrieslandCampinas compliance with its Code is regularly monitored.
Findings and recommendations are reported to the Executive Board.

Decision tree:
how to deal with ethical dilemmas and the Code
If you are unsure about whether a particular course of action is acceptable
according to the companys Code and policies, this decision tree may be of
help. Asking yourself the questions below will help you to critically evaluate
the intended course of action.

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Would this action be legal?

Would this action be consistent with

the Code of Conduct and policies of
FrieslandCampina?

After performing this action, would I still be able to look at myself in the
mirror?
Reflect on your own values, aspirations and boundaries and how these relate
to the dilemma situation and different solutions. Consider how different
options make you feel.

Would this action be fit to appear on the front page of a newspaper or

the company magazine?
Try to imagine how others would react if your solution to the dilemma,
your decision or conduct were to be made known.

Am I confident that I am not treading on thin ice or edging towards the

slippery slope?
Consider the consequences if everyone did what you are about to do, the
consistency of your behaviours and future consequences. Ask yourself: am I
getting not involved in a situation that can only become more complicated?

If you have answered yes to all of

the above questions, feel free to
proceed. If the answer to any of these
questions is no, do not perform the
action and, if needed, ask your line
supervisor how to proceed.

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Raising questions or concerns

Please contact your line supervisor if you have any further questions
regarding this Code of Conduct or if you need further practical guidance or
would like to address a concern.
If you are aware of a contravention of the principles set out in this Code, or
if you have a concern about a suspected contravention, you are encouraged
to come forward. If you seek to raise a concern and this does not prove
possible, or if you do not feel comfortable addressing the matter with your
line supervisor, you can choose to report to:
the Local Trusted Representative or

the Corporate Code of Conduct Compliance Officer or

the External Contact Line.
The Local Trusted Representative and Corporate Code of Conduct
Compliance Officer are also available if you seek advice regarding sensitive
issues, or advice concerning matters that you cannot, or do not wish to,
discuss with your supervisor.
For further guidance on how to raise concerns about a (suspected)
contravention of this Code, see the whistle-blowing procedure.

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Stationsplein 4
3818 LE Amersfoort
T +31 (0)33 713 3333
The Netherlands
www.frieslandcampina.com