As a leading independent Finnish law firm, we have must conduct our operations in a responsible and sustainable manner, and this Code of Conduct is intended to clarify the expectations we have set for our own conduct.

The activities addressed in this Code of Conduct reflect the risks and areas relevant to Borenius and its operations. Borenius’ Code of Conduct addresses working conditions and the work environment, the way we conduct business, our environmental impact, and human rights.

Our Code of Conduct describes the basic standards that we must always maintain. It gives us guidance on how to treat each other as colleagues and on how to interact with clients, counterparties, and public officials.

Several laws and regulations govern the activities of Borenius and its employees, and many of the standards established in this Code of Conduct are based on legal requirements.

However, this Code of Conduct sets out not only the requirements that reflect the legal obligations that apply to Borenius and its employees, but also requirements beyond those that are legally mandated.

This Code of Conduct applies to all Borenius employees (including support staff, associate lawyers, partners, temporary employees, and trainees).

This Code of Conduct is meant to guide you in your decision making. However, it cannot cover all situations that you may encounter. Therefore, it is important for you to use good judgement and never hesitate to ask for advice from the Partner responsible for your assignment or the Managing Partner if you are in doubt about the best course of action.

The Code of Conduct has been approved and confirmed by the Board of Directors of Borenius. The Board is also ultimately responsible for the implementation of the Code, and it will be regularly evaluated and updated.

To say that our employees are our most important asset is more than a slogan insofar as the operations Borenius is engaged in are concerned – it is an essential requirement and the key to our future.

We recognise the need to provide a workplace characterised by respect, fair treatment, equal opportunities, influence, and personal development in order to be a good employer and to be able to attract and retain competent and market leading personnel.

Respect

Each employee is a representative of our work community, and it is of utmost importance to ensure that we all treat both our co-workers and third parties with respect. Our values spur us to succeed together and to foster a culture of respect within our organisation.

Fair treatment

Discrimination and unfair treatment are not tolerated. We uphold a zero-tolerance policy for any form of abuse, mistreatment, harassment, bullying, or intimidation towards anyone inside or outside of our company.

Equal opportunities

We understand that diversity and inclusion are key to our long-term success. We value diversity and foster fair treatment and equal opportunities in the recruitment, remuneration, development, and career advancement of our employees. We take measures to promote gender balance and equality in compensation. Associating with people from different backgrounds gives us access to a multitude of different experiences and perspectives. 

Influence and personal development

We recognise that the opportunity to pursue personal and professional development is a decisive factor for attracting competent personnel. We invest in the personal and professional learning and growth of our employees.

We offer a workplace where continued professional development is supported and celebrated. In addition, we encourage our personnel to participate in knowledge dissemination and internal work rotations.

We offer training under the Borenius Learning concept to our employees in areas covering not only legal training but also project management, communications and presentation skills, financial skills, and sector and strategy-related understanding.

All Borenius employees are expected to adhere to high ethical standards when carrying out business.

The applicable laws and regulations, the Finnish Bar Association’s Code of Conduct for Attorneys-at-Law, and this Code of Conduct establish the core basis of the ethical standards we are expected to abide by in our operations.

Borenius complies with all applicable laws, regulations, and conventions. Borenius also follows practices related to good corporate governance. Some of the key legislation that we must comply with encompass provisions related to e.g. anti-corruption, money laundering, economic sanctions, market abuse and insider regulations, securities, and energy markets. We periodically evaluate whether sanctions or trade restrictions apply to our operations.

We require our suppliers and partners to abide by relevant laws and comply with the requirements set out in Borenius’ Supplier Code of Conduct.

Borenius strictly prohibits all forms of bribery and corruption, including improper payments and favours made to or from Borenius, any of its employees, or the members of the Board of Directors.

Neither Borenius nor any of its personnel may pay, offer, or promise any bribes, including facilitation payments, nor may they advise Borenius’ clients to do so. In particular, neither Borenius nor any of its personnel may pay, offer, or promise any commission, fees, or compensation to any party in exchange for obtaining or retaining business or referring a client to Borenius (i.e. finder’s fee or referral fee).

Furthermore, neither Borenius nor any of its personnel may pay, offer, or promise any bribe, including any facilitation payments, to public officials, political party officials, or a candidate for political office with the intent of obtaining an advantage for Borenius or its client.

Entertainment and corporate events should always have professional relevance, and any entertainment activities in connection therewith should be of secondary importance and of limited monetary value. Gifts in the form of cash or gift vouchers may not be received by our employees. Any benefits of non-insignificant value that may be offered to our employees must be approved by the relevant responsible Partner or the Managing Partner.

The Finnish Act on Preventing Money Laundering and Financing of Terrorism (444/2017) applies also to attorneys. Borenius’ Board of Directors has approved and implemented an internal Risk Assessment process that goes beyond regulatory requirements. Our Risk Assessment process is audited by the Finnish Bar Association

Borenius has implemented appropriate guidelines and practical procedures for identifying and knowing its clients and for managing the risks of money laundering and terrorist financing. Borenius has set up a Compliance team that is responsible for our day-to-day operations.

The Partner responsible for the relevant assignment has ultimate responsibility for ensuring that the legislation intended to prevent money laundering and the financing of terrorism is observed when accepting and handling an assignment.

Borenius observes and abides by all applicable international sanctions. We have implemented internal processes to identify the possible impact of international sanctions and to ensure that we are not in breach of or contributing to a breach of international sanctions when accepting or carrying out an assignment entrusted to us by a prospective or an existing client.

The Partner responsible for the relevant assignment has ultimate responsibility for ensuring that any applicable international sanctions are complied with.

Borenius and its employees participate regularly as advisers in engagements that relate to listed companies’ shares and other financial instruments that are traded on a regulated market or some other marketplace. Consequently, Borenius has implemented measures intended to counteract both insider trading and any suspicion of insider trading, including Insider Guidelines, project-Specific Insider Registers, and trading bans lists. Borenius also abides by the Recommendation on Administering Insider Information issued by the Finnish Bar Association.

Prior to accepting an assignment, all parties are checked against Borenius’ client and counterparty register to ensure that no conflicts of interests exist pursuant to the Code of Conduct issued by the Finnish Bar Association.

Any decision concerning the acceptance of a new assignment must be made by the Partner responsible for the assignment. If new parties are introduced while we are working on the assignment, the responsible Partner must ensure that no conflict of interest arises as a consequence thereof.

Borenius provides critical services to its clients and plays an important and visible role in the societies and businesses that we serve. Borenius’ employees are bound by a statutory confidentiality obligation in relation to information that relates to Borenius’ clients and client assignments and to which they have received access within the scope of Borenius’ operations.

Ensuring the responsible use of personal data is fundamental to maintaining our clients’ and employees’ trust. Therefore, it is necessary for Borenius to hold itself to the highest standards in relation to protecting personal data. Respecting privacy is not simply about being compliant with laws – it is a fundamental value for Borenius as a trustworthy and ethical company.

We have a significant amount of personal data regarding all our clients and employees in our possession. As such, we have the obligation to collect, use, hold, and otherwise process personal data responsibly, lawfully, and carefully for legitimate business purposes only.

Our Privacy Notice is available at www.borenius.com. If you have more questions related to data protection, please contact gdpr@borenius.com.

The importance of cybersecurity has grown in recent years, and all employees are expected to comply with Borenius’ security and IT guidelines, be responsible for their online conduct, and protect Borenius’ network from unauthorised use and access. Additional care is expected when working remotely.

Borenius was granted an ISO 27001 certification (Information Security Management System) in recognition of our high information and cybersecurity standards. This widely recognised international information security standard was granted in recognition of the fact that we abide by the best practices for information security management when handling client assignments.

Borenius is the first Finnish law firm to receive the ISO 27001:2013 certification. As part of our certification, Borenius has established a solid plan for measures that relate to disaster recovery and business continuity. The certification, which is the highest security-related accreditation a law firm can achieve, also confirms that the policies and procedures we apply to secure our valuable client data are the best in the market.

It is the responsibility of each employee to ensure that they comply with Borenius’ procedures relating to our information security management system as well as to use IT equipment for work related purposes only.

As a service provider, our direct impact on the climate and the environment is limited. Our environmental and climate work is nevertheless important for us, and it aims to ensure that our operations are conducted with the least possible negative impact on the climate and the environment.

Borenius has identified the supply chain of the goods and services that we purchase and the transportation thereof as the activities where our primary environmental impact occurs. In addition, our employees’ business trips and how our business premises are utilised have an impact on the environment.

We seek to ensure that our employees choose the transportation method with the smallest impact on the climate and the environment when commuting to and from the office. We measure the environmental impact of our employees’ business trips and seek to promote means of transport with a more limited negative environmental impact in addition to ensuring access to remote working tools and guidelines.

Borenius has undertaken to offset its carbon footprint by reducing CO2 emissions and by obtaining emission offsets on an annual basis.

We respect and support internationally recognised human rights and comply with fair employment practices and labour standards. We are committed to complying with all laws regarding the freedom of association, collective bargaining, working time, and salaries, as well as laws prohibiting forced, compulsory, and child labour.

We are committed to supporting international efforts against slavery, child labour, and human trafficking in compliance with the applicable international laws. We expect our suppliers and partners to do the same and to comply with the Supplier Code of Conduct made available on Borenius’ website.

Because we are a service provider, we do not have a permanent supply chain. Instead, we may subcontract services on a case-by-case basis and focus our monitoring efforts on such subcontracted services.

Internationally recognised human rights should, in this context, be considered to encompass the UN Guiding Principles on Business and Human Rights, which requires for us to avoid causing or contributing to a negative impact on human rights or having any direct link to a negative impact through our operations, our services, and our business relations.

This obligation applies both to our own organisation and in relation to our advisory activities.

All employees are encouraged to report any actual or suspected breaches of this Code of Conduct or of any other policy documents or guidelines referred to herein to their supervisor, a superior Partner, or the Managing Partner. Our employees are entitled to report their concerns anonymously through our internal Borenius Ethical or Whistleblowing Channels. Borenius does not condone any form of retribution against an employee who reports a suspected breach in good faith.

Version 10/2023