Code of Conduct

Common principles for ethical behavior

2 Code of Conduct
Common principles for ethical behavior

Contents
01 Foreword

Our World
02 We Respect Each Other - Diversity & Equal Rights & Opportunities
03 We Take Care - Work Environment & Safety
04 We are Transparent - Transparency & Documentation

In the World
05 We are Trusted Partners - Dealing With Business Partners
06 We are Fair - Free and Fair Market Behavior | Government Affairs
07 We are Ethical - Combating Bribery & Corruption | Money Laundering |
Gratuities | Conflicts of Interest
08 We Comply - Product Compliance
09 We are Secure - Handling of Data | IT Security | Data Protection
10 We are Mindful - Social Media & Marketing Claims

For the World

11 We Care for the Planet - Sustainability & Protecting the Environment
12 We Protect Others - Human Rights & Social Responsibility
13 We are Here to Help - Further Assistance & Support

14 Infographic
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Dear Colleagues ...

What makes ZF such a valuable and admired brand?

It is more than our products but also how we go about our business and the integrity
which is driving us. The ZF Way and its principles give us direction. This Code of
Conduct makes explicit what the principle of accountability means to us. By applying
them and being a trusted partner, we strengthen our reputation with our colleagues,
customers, suppliers and other business partners. It earns us the reputation as a
group of people that do extraordinary things and who always strive to do what is
right based on a strong sense of responsibility and ethical standards. Integrity is the
essential ingredient to our success.

It does not matter where you work or what you do for the Company – each of us has
a responsibility to use good judgment and follow our Code of Conduct. That includes
every full-time or part-time employee including management at every level of the
Company, all the way up to the Board of Management and Supervisory Board.
Moreover, ZF managers at all levels must provide guidance and support so their
direct reports make the right decisions. ZF as a whole is committed to abide by this
Code of Conduct.

Sometimes, you might face a situation where doing the right thing is not obvious.
That is where our Code of Conduct can help. The Code of Conduct presents the base
requirements for each individual to behave with integrity and provides an overview of
ZF’s understanding of values - organized here into general categories - ‘Our World’
concerning primarily internal affairs, ‘In the World’ regarding external interactions and
‘For the World’ covering efforts to better the planet. We monitor changing conditions
and adapt our behavior accordingly.

Always ask yourself:

• Is this action consistent with our Code of Conduct?

• Is it legal?
• Does it follow our policies?
• Does it benefit the Company as a whole – not just a certain individual or group?
• Would I be comfortable if my actions were made public?

As individuals, we all contribute to maintaining and growing the standing of ZF.

Please embrace these principles, and apply them each and every day.

Friedrichshafen, Germany, 2021.

Wolf-Henning Scheider Sabine Jaskula

Chairman of the Board of Management & CEO Member of the Board of Management
ZF Group Human Resources, Legal & Compliance
ZF Group
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Common principles for ethical behavior

Our World
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02
We
Respect
Each
Other

The diversity of ZF’s employees

is a tremendous asset

Providing an environment in which all employees are empowered, have a sense

of belonging and the ability to rise to their full potential is vital to their success as
well as the overall success of ZF.

The diversity of ZF’s employees is a tremendous asset. We are firmly

committed to providing equal opportunity in all aspects of employment and
prohibit discrimination or harassment, including on the basis of race, color,
religion, veteran status, national origin, ancestry, pregnancy status, sex, sexual
orientation, gender identity or expression, age, marital status, mental or physical
disability, or any other characteristics protected by law, as well as any unwelcome
physical or verbal advances.

Please be aware that discrimination and harassment may take any form — verbal,
Q: “I suspect a colleague is
physical or visual — and includes jokes or use of slang that may be uncomfortable
being harassed - what
or offensive to others. do I do?”

ZF expects its employees to lead by example and do what they can to stop others A: If you see, experience
or suspect harassment or
from engaging in such behavior, and prohibits retaliation against anyone who
discrimination, inform your
makes a good-faith complaint or participates in an investigation of such manager or Human Resources
a complaint. or your local workers
representative. We take this
behavior seriously and do not
tolerate retaliation against
anyone who makes a report in
good faith.
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03
We
Take
Care

Our goal is to have an injury free workplace

and the safest facilities in our industry

ZF strives to provide each employee with a safe and healthy work environment
that enables and encourages innovation.

Our goal is to have an injury free workplace and the safest facilities in the
industry. We establish and maintain Health and Safety Management Systems How does this affect me?
that limit exposure to occupational hazards, prevent emergencies, safeguard
machines, manage physically and mentally demanding work, and provide access Employees are encouraged
to healthy working facilities, potable water, and sanitary eating facilities. to actively participate in EHS
activities such as hazard
Work conditions are expected to keep employees healthy and not expose them to identification, behavior-based
harm. ZF requires that you do your part by following health and safety rules and safety programs, workplace
practices and report either openly or confidentially, any accidents, behavior (such ergonomic improvements, etc.
as use of illegal drugs or abuse of legal drugs) or unsafe work conditions to your as well as look after each other
manager, supervisor, Human Resources or the Legal Department. when it comes to safety.
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04
We are
Transparent
ZF needs accurate reporting of
information in order to make
responsible business decisions
Accurate record keeping and reporting helps us meet our All unrecorded or “off the books” funds or assets are not
legal and regulatory requirements. Maintaining financial and tolerated.
legal integrity also reflects positively on our reputation and
credibility. Each of us – at every level of our Company – has Business records and communications often become public,
a responsibility for ensuring the accuracy of all Company and we should be careful to be accurate and thoughtful
records. in what we say to avoid misunderstandings. This applies
equally to e-mail, internal memos, and formal reports.
From resumes, time sheets and benefit claim forms Records should always be retained or destroyed according
to expense reports, quality assurance records, budget to our record retention policies. In accordance with those
forecasts and regulatory filings, we all handle Company policies, if requested to retain records, you should do so
records. Be sure to follow all internal processes, policies, until the Legal Department informs you retention is no
and generally accepted accounting principles so that longer necessary.
our records accurately reflect all transactions. Be honest,
accurate and complete in what you record. Correct time
recording protects against exploitation.

Many employees regularly use business expense accounts,

which must be documented and recorded accurately. If you
are not sure whether a certain expense is legitimate, check ZF Trustline
with your supervisor.
We provide an anonymous grievance mechanism
for compliance breaches such as anti-trust, money
All of ZF’s books, records, accounts, and financial statements laundering, labor related topics, human rights and
must be maintained in reasonable detail, appropriately reflect other values. All submissions made in good faith can
our transactions, and conform to ZF internal controls and be done so without fear of retaliation.
legal requirements. www.bkms-system.net/Trustline
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Common principles for ethical behavior

In the World
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Common principles for ethical behavior

05
We are
Trusted
Partners

Be fair and honest in your interactions

with customers, suppliers, consumers
and business partners
Our suppliers, customers, consumers, and other business and do not offer or provide anything to these business
partners place a great deal of trust in our brands, and partners in exchange for an improper advantage for the
we strive to exceed their expectations. We see them as Company.
marketplace team members – essential to the growth and
success of ZF. If you work with a supplier or business partner, make sure
that they know about and uphold their commitment to our
Integrity is not a unilateral obligation – it is a responsibility values and policies.
that we share with our suppliers and business partners.
That is why we require our suppliers and business partners If you are aware of a potential or actual violation of any
to adhere to our Business Partner Principles. If you are element of the Business Partner Principles, or the law,
responsible for a supplier relationship, help us ensure that by a ZF Business Partner, please report it to Corporate
we are doing business only with suppliers and business Compliance.
partners who share our commitment to doing what is right
by including contractual provisions and, where applicable,
supporting audits to ensure compliance.

If you are involved in selecting suppliers on behalf of the

Q: ”I‘m responsible for hiring a new design partner.
Company, make sure you are choosing objectively based Coincidentally, a friend runs a design business - can
on price, performance, and quality of product or service I hire him?”
provided. Follow all procurement requirements.
A: You should disclose this potential conflict of in-
terest to your manager to eliminate any impression
Be fair and honest in your interactions with customers, of impropriety.
suppliers, consumers, and business partners. Avoid
anything that even looks like a possible conflict of interest,
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06
We are
Fair

Our moral compass guides us to make

fair decisions without exception

ZF seeks to compete fairly and honestly, and in full ZF carefully manages our engagement in government
compliance with applicable laws and regulations, affairs and the public policy process and has internal
including international antitrust and competition laws. teams that coordinate those efforts. Strategic decisions
about advocacy are made at the highest levels and
In particular we do not tolerate: only approved personnel participate in this process.

• Anticompetitive agreements or collusion with We may engage in policy discussions where they matter
actual or potential competitors, including but to our business and customers, in areas including privacy,
not limited to agreements aiming at fixing intellectual property, and sustainability. Here, we strive to
prices or price components, limiting the type help policy makers at every level of government understand
or quantity of products or service delivered, our products, our innovations, and our business.
rigging bids or subdividing markets;
• Abuse of a leading market position; We never attempt to gain an unfair advantage
• Vertical agreements which deter, prevent or restrict fair through lobbying practices.
and free competition in violation of applicable laws.
With our global activities and when tapping into new
Our competitive position is based solely on our business markets, we strictly follow applicable trade regula­tions
success factors, especially emission reduction, vehicle and adhere to rules and regulations governing import and
safety, automation, and data. You should deal fairly export controls, as well as any applicable embargoes.
and respectfully with ZF’s customers, suppliers and
competitors. Stealing or otherwise taking proprietary
or trade secret information without the owner‘s
consent is prohibited. We should not take advantage
of anyone through unfair dealing practices such as:

• Abuse or disclosure of privileged information;

• Misrepresentation of material facts;
• Collusion with competitors on pricing and other terms; Q: “A local well known politician wishes to hold a
media event at one of our facilities - can I approve it?“
• Violating fair bidding practices including
bidding quiet periods, or providing information A: ZF is non-partisan - refer the decision to the
to benefit one vendor over others. appropriate internal department.

Such practices may also be illegal.

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07
We Are
Ethical

Whether a decision is ethical and legal

or not should be the guiding question
for every ZF employee and officer

Corruption is banned by international conventions, Here are some examples of suspicious activity:
national laws, and internal guidelines. ZF does not tolerate
any form of bribery among employees or busi­ness partners, • Payments in cash;
or any business practices that could create the impression • Payments made in currencies atypical
of improper influence. This applies irrespective of any given the circumstances or differing
alleged regional customs. from what is listed in the contract;
• Requests for payment amounts that differ
The purpose of gratuities, whether business entertainment from what is required in the contract; or
or gifts involving customers, suppliers, or other business • Payments made by an individual or a
partners is to create good will and good working company that is not party to the contract.
relationships, not to gain an improper advantage.
A conflict of interest exists when a person’s private interest
Gifts and entertainment can be improper, even if merely interferes in any way with the interests of ZF. A conflict
offered or requested, if they: can arise when an employee takes actions or has interests
that may make it difficult to perform his or her work for ZF
• Are cash or equivalent to cash; objectively and effectively. Conflicts of interest may also
• Are inconsistent with customary business practice; arise when an employee, or members of his or her family,
• Are excessive in value; receives improper personal benefits as a result of his or her
• Could be seen as a bribe or payoff; position at ZF. It is almost always a conflict of interest to
• Violates the law. work simultaneously for a competitor, customer or supplier.

The offer or acceptance of cash gifts is prohibited. Please

discuss with your Compliance Officer or Corporate
Compliance any gifts of significant value or gifts that you
believe may be inappropriate.
Q: “On a business trip, I am presented with an
expensive watch, can I keep it?“
Money laundering (i.e., using transactions to conceal the
illegal source of funds or make such funds look legitimate) A: An expensive watch cannot be accepted. For any
is strictly prohibited. Any suspicious activity that you believe questions, consult with your manager, Compliance
might involve money laundering should be reported to the Officer, or Corporate Compliance.
Anti-Money-Laundering Officer.
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08
We
Comply

We are proud to set high standards, and

our employees, processes, and products
comply with applicable legal requirements

We hold ourselves to the highest standards of legal and ethical conduct and
are committed to making high quality products that are safe and comply with
applicable laws, regulations, and standards.
Plan for the Future
We expect everyone in our Company to know and understand the requirements
that apply to the production and distribution of our products, services and Legislation evolves at a high
technologies. velocity, so it is critical that
we follow the ZF Way in
These principles are imple­mented through ZF‘s policies, processes and order to make ourselves fit
structures, including ZF’s Product Compliance Management System (PCMS), and for the future.
all of our employees and officers are held to these standards.
We anticipate trends and
regulatory requirements
to ensure uninterrupted
compliance group-wide.
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09
We are
Secure

You must not use or share any of ZF’s

confidential information for any purpose
other than conducting ZF business

You play a key role in helping us protect ZF. Assets include If you have any questions, please consult ZF’s Corporate
ZF’s proprietary information (such as intellectual property, Security.
confidential business plans, unannounced product plans,
sales and marketing strategies, and other trade secrets), as We respect everyone’s right to privacy and protect the
well as physical assets such as cash, equipment, supplies personal data of our employees, suppliers, customers, and
and product inventory. every other party with whom we have dealings. We keep
such data secure, use it only for the intended business
All non-public information about ZF should be treated purpose, and do not keep it for longer than necessary.
according to its confidentiality requirements.
Contact Data Protection: dataprotection@zf.com
• Watch what you say. Being aware of where you
are, who is around you, and what they might see or
overhear is an important way we all can protect ZF’s
intellectual property.
• Protect our assets. Keep track of the assets and
information that ZF has entrusted to you, and prevent
loss, misuse, waste, or theft.
Q: “My manager asked me to log on to a
• Set an example. Model behavior that protects our Company system using her password to retrieve
assets and information at all times. some reports - is this okay?“
• Be alert and aware. As our first line of defense, you
are part of the Human Firewall and able to make smart A: No. It is against ZF policy to share passwords.
You should remind your manager that you do not
security decisions, building a barrier between Cyber have access to this system.
criminals and our infrastructure.
14 Code of Conduct
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10
We are
Mindful

The basis of any good relationship is trust

When our customers do business labels, advertising, and other

with us, they place faith in the claims communications. Do not engage in
we make about our products. any unfair, deceptive, or misleading
practices. Reputations are hard won
Our relationships with our suppliers, and easily lost.
customers, consumers, and other
How does this affect me?
business partners must be fair, Use social media wisely and
positive, and productive, and always communicate responsibly. If you If you are concerned that you
based on mutual trust and respect. comment about ZF on social media, may have sounded as though
Building these relationships is an make clear you are not speaking on you were speaking for ZF in
ongoing process and requires an behalf of the company. Never disclose a post, contact your manager
enduring commitment to high confidential information about the or the Communications
standards of business conduct. In Company, our customers, suppliers, Department so that we can
every interaction we have with these competitors, or other business respond and minimize any
parties, we must demonstrate honesty partners, and never post anything that harm that may have been done.
and a commitment to our values. might constitute a threat, intimidation,
harassment, or bullying.
We should always speak the
truth. Everything we tell our
customers, suppliers, consumers,
and other business partners must
be truthful, including our product
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For the World

16 Code of Conduct
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11
We Care for
the Planet

We act in ways to prevent and minimize

environmental impacts, and create a
more sustainable & better shared future

Sustainability at ZF makes a difference This commitment to sustainable

in people‘s lives, communities, and our environmental protection forms a basis
planet. for our work.

In the fight against climate change, the According to these principles, we

actions of each of us matter, with our are committed to environmentally
products, ZF contributes to reducing friendly product design, reducing the How does this affect me?
emissions, protecting the climate, and environmental impact of our business
enhancing safe mobility. processes, continually improving our Do your part by using
energy utilization and environmental resources responsibly, helping
We contribute to the decarbonization efforts, and establishing ourselves as a to curb emissions, following
goals along our value chain, together global model. environmental laws and
with our suppliers and business regulations, and participating
partners. As a technology provider, ZF continues in our sustainability, recycling,
to be dependent on the use of conflict and replenishment efforts.
We respect our planet‘s natural habitat minerals; however, we do everything
and are commit­ted to conserving that we can to reduce their share and
resources, reducing environmental to effectively exclude critical sources.
pollution (including waste
minimization and adapting circular
economy principles), and preventing
environmental damages.
17 Code of Conduct
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12
We
Protect
Others

Characterized by mutual respect,

trust, tolerance, and fairness
We ensure that we act in accordance with human rights Upholding human rights as our social responsibility means
regulations, the principles of the UN Global Compact, and that observing and complying with the law is a matter of
recognized international labor and social standards, such as course. We have a duty to observe the law under which
ILO and OECD Guidelines. we operate in all our business decisions. This also includes
human rights issues in the supply chain. ZF has undertaken
ZF strongly believes in fostering in human dignity of all a “Commitment to Remedy” any violations once identified.
humankind and equality, mutual respect, trust, tolerance We adhere to the relevant regulations concerning fair
and fairness. working conditions, including freedom assembly, freedom
of association, and collective bargaining. We promote social
These principles apply to recruitment of new employees, to security in our sphere of responsibility and respect the right
interaction with and encouragement of employees in their to freedom of opinion and freedom of expression.
current role, and to the professional promotion of
our employees. We respect the dignity, privacy, and Think about the impact that your work has on people. If
personal rights of every individual. you think that there may be any negative impact to anyone
inside or outside of ZF, contact your manager, your workers
Forced, imprisoned, bonded, indentured, or slave labor and representation or the ZF Trustline.
all forms of human trafficking are prohibited as they take
advantage of people who are not able to consent to their ZF is aware of our social responsibilities, we not only
actions. observe these standards, but exceed them with our
initiative “ZF hilft”.
We reject any form of modern slavery, such as human
trafficking, forced labor, and exploitative child labor.

Work that deprives children of their childhood, their

potential and their dignity, and that is harmful to physical
and mental development, as defined by the International
Labor Organization, is inconsistent with ZF’s values. At
ZF, we al­ways observe the minimum age for employment ZF hilft
stipulated in national legislation. Further information about „ZF hilft“ can be
found here:
We focus our efforts to create a climate between our
employees and our business partners that is characterized www.zf-hilft.de/site/zfhilft
by mutual respect, trust, tolerance, and fairness.
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We are Here to Help

Employees who have any questions or doubts on behavior in compliance
with the aforementioned rules can contact their supervisor at any time.
Additionally, they can contact the Compliance Organization particularly the
ComplianceHelpdesk, which is available to support our employees in all
Compliance matters.

In addition, ZF has supplementary documentation to further clarify internal

regulations and guidelines.

Contact Corporate Compliance

Email: compliance@ZF.com

We provide an anonymous reporting channel for compliance breaches

through the ZF Trustline: https://www.bkms-system.net/Trustline

Our employees can find additional information on the intranet at:

https://sl.zf-world.com/Compliance
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ZF Friedrichshafen AG
ZF Forum | Headquarters
Löwentaler Straße 20
88046 Friedrichshafen Germany

www.zf.com