Governance Framework

Mandate of the Governance Group

1. Adherence to the Code of Best Practice will be overseen by a joint Fediyma – EDRA Governance Group.
2. The role of the Governance Group is to ensure that the organisations who sign and endorse the Code are correctly implementing the eight principles as set out above.
3. In instances where a signatory is not considered to be correctly observing the spirit and letter of the principles contained in the Code, the Governance Group is empowered to recommend a set of remedial actions to be undertaken by a signatory, and in cases of repeated offences, to recommend the removal of a signatory from the Code of Practice.
4. The work of the Governance Group will be supported by a Secretariat.

Definitions

5. In these rules, the following words shall have the meanings that are given to them below:
   • Governance Group refers to the four nominated members of the Group overseeing the respect of the Code. The Governance Group is permanently staffed by the Director General of Fediyma, the Director General of EDRA, and a nominated representative of the supplier and retail sector respectively.
   • Signatory Organsations means the organisations that have signed the Framework.
   • Secretariat means the person(s) providing the administrative support to the Governance Group.
   • Principles mean the eight principles set out in the Code of Practice for retailers / supplier relations in the European Home Improvement Industry.

Role and Responsibilities of the Governance Group

6. The Governance Group will operate on the principles of collective responsibility, respect of confidentiality, compliance with applicable laws, mutual support and respect.
7. The members of the Governance Group will exercise their mandate in good faith. They recognize that their primary role is not to defend particular interests but to make the Code of Practice function effectively.
8. All participants in a Governance Group meeting will respect the confidentiality of documents and discussions held within.
9. Any revision of the Code of Practice will require the approval of the Signatory Organisations.

Governance Group Meetings

10. Governance Group meetings will be held at least four times per year in Cologne, Germany. Either in the headquarters of EDRA or Fediyma.
11. A Governance Group meeting may be convened on request from a Signatory Organisation.
12. Notice of a Governance Group meeting will be given by the Secretariat in writing (email) at least one week in advance.

Agenda and Papers

13. The agenda and papers for Governance Group meetings will be circulated five working days in advance by the Secretariat, save for exceptional circumstances.

Attendance

14. Attendance of Governance Group is mandatory for all scheduled meetings. Should the need arise Governance Group may attend meetings by telephone. Governance Group Members attending by telephone will be considered to be present at the Governance Group meeting.

Decision Making

15. Decisions will always be taken by consensus and every effort will be made to reach that consensus. All decisions will be recorded.
16. When formulating its guidance or interpretation of the Code, any Governance Group Member can request a review by external legal counsel.

Conflict of Interests / Impartiality

17. Any Governance Group Member or any meeting participant subject to a conflict of interest will inform the Governance Group about it. The Co-Chairs will exclude any person subject to a conflict of interest from the relevant part of the meeting.

Procedure for Obtaining Governance Group Approval between Meetings

18. Where necessary, the Governance Group can approve decisions by written procedure. Usually this will be in the form of email.

Minutes

19. The Secretariat will prepare the minutes of Governance Group meetings. These will be circulated to Governance Group Members for approval. Once approved, the non-confidential version of the minutes, including decisions taken, will be made available on request to any Signatory Organisation.

Procedures for Sanctions

20. Upon receipt of a complaint for an alleged breach of a process commitment, the Governance Group will notify both parties of a complaint and allow an appropriate period for both parties to respond.
21. Following the response of both parties, the Governance Group will send a letter signed by all members of the Governance Group setting out steps that need to be taken to remedy the action.

Refusal to Reply

22. Should the Signatory Organisation refuse to reply to the letter within 60 days, a further letter will be sent. Further failure to reply after 60 days will result in suspension of that Signatory Organisation. A meeting will then be requested with a senior management representative of the Signatory Organisation to resolve the issue. If it is not dealt with, at that stage, to the satisfaction of the Governance Group, the Signatory Organisation can be excluded from the Code by a formal vote of the Governance Group.
23. Exclusion: For persistent, intentional and unexplained breaches , the Governance Group may ultimately decide on exclusion from the Code. This decision would be published on the website and in the annual report.
24. The duration of the exclusion will be for a minimum of six months and for as long as it will take for the Governance Group to obtain sufficient guarantees that the concerns will be sustainably remedied.
25. If the sanctioned party seriously disagrees with the Governance Group’s decision, it can appeal to Governance Group.
26. The Governance Group may agree to reconsider the decision, provided that new evidence or arguments are introduced.
27. The Governance Group will be made up of the Secretary Generals of EDRA and Fediyma, supported by their adminstrative staff.

Approved by the Governance Group on date, 8 October, 2014.