CORPORATE GOVERNANCE – CODE OF ETHICS
The Board of Directors (the “Board”) of KERVERUS HOLDING IT (CY) Plc (the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code”). This Code applies to the Company and all of its employees, directors, officers, including its principal executive officer, principal financial officer, principal accounting officer or controller, its agents and persons performing similar functions, (the “Employees”) as well as to all of its subsidiaries and other business entities controlled by its worldwide.
The purpose of this Code is to set out those legal and ethical standards of conduct that the Company believes are reasonably designed to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integrity and in compliance with all applicable laws and regulations. This Code cannot, however, detail every situation that may arise. It is the responsibility of the Employees of the Company to familiarize themselves with the principles of this Code and to observe not only the letter, but also the spirit of this Code, as well as other more detailed statements of the Company’s policy issued from time to time. Each manager will also be responsible for administering the Code as it applies to Employees and operations within such manager’s area of supervision.
Compliance with Applicable Government Laws, Rules and Regulations
The Company requires that all Employees comply with all laws, including anti-trust, environmental and safety laws, and all rules and regulations applicable to the Company in all jurisdictions where it operates. Employees are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations, and in particular those relating to accounting and auditing matters, and to ask for advice from the Legal Department if there is any uncertainty whether a situation may violate any applicable laws. If you become aware of the violation of any law, rule or regulation by the Company, whether by its Employees or any third party doing business on behalf of the Company, it is such Employee’s responsibility to promptly report the matter to the Legal Department.
CONFLICTS OF INTEREST
Employees must act in the best interests of the Company at all times and must refrain from engaging in any activity or having a personal interest that presents a “conflict of interest”. A conflict of interest occurs when an Employee’s personal interest interferes, or even appears to interfere, with the interests of the Company as a whole. While it is not possible to describe every situation in which a conflict of interest may arise, you must never use or attempt to use your position with the Company to obtain improper personal benefits, whether received from the Company or a third party, or take action or have an interest that prevents such Employee from performing his or her Company duties and responsibilities honestly, objectively and effectively. It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. Directors and officers should consult with the Chairman of the Board before accepting any position as an officer or director of an outside business concern and employees should consult with the Legal Department. Any Employee who is or becomes aware of a transaction or relationship that could give rise to a conflict of interest, or is concerned that a conflict might develop, has a responsibility to immediately disclose and discuss the matter with the Chairman of the Board or the Legal Department and adhere to instructions concerning how to address such conflict.
Employees must maintain the confidentiality of confidential information entrusted to them by the Company or other companies, including the Company’s suppliers and customers, except when disclosure is specifically authorized by a supervisor or required by law, regulations or legal proceedings. Unauthorized disclosure of any confidential information is prohibited. You should consult the Legal Department if you believe you have a legal obligation to disclose confidential information. Confidential information includes, among other things, any non- public information concerning the Company’s business, financial performance, results, prospects or potential corporate transactions as well as any confidential non-public information provided by a third party and any personal information about the Company’s customers or Employees. Employees are required to keep such information confidential during employment as well as thereafter, and not to use, disclose or communicate it to third parties.
Third parties, including media and market professionals, securities analysts or securities holders, may ask you for information concerning the Company. Subject to the exceptions noted in the preceding paragraph, Employees (other than the Company’s authorized spokespersons) must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the Company, except as required in the performance of their Company duties and after an appropriate confidentiality agreement is in place. All responses to inquiries on behalf of the Company must be made only by the Company’s authorized spokespersons. If you receive any inquiries of this nature, you must decline to comment and refer the inquirer to one of the Company’s authorized spokespersons set out in the Company’s Disclosure Policy.
Employees are prohibited from (a) taking for themselves personally opportunities that properly belong to the Company or are discovered through the use of Company property, information or position, unless the Company has already been offered the opportunity and turned it down; (b) using Company property or information for personal gain or benefit; and (c) competing with the Company. Employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Protection and Proper Use of Corporate Group Assets
Employees must use the Company’s assets and services for legitimate business purposes of the Company. All Employees should seek to protect the Company’s assets, which include proprietary information such as intellectual property information, financial and engineering data and business and marketing plans, and its physical assets, and ensure their efficient use. Personal use of Company resources must not result in significant added costs, disruption of business processes or any other disadvantage to the Company. Theft, carelessness and waste have a direct impact on the Company’s financial performance and should be reported to your supervisor immediately.
Electronic communications include all aspects of voice, video, and data communications, such as voice mail, e-mail, fax, and Internet. Employees should use electronic communications for business purposes and refrain from personal use. Among other things, you should not participate in any online forum where the business of the Company or its customers or suppliers is discussed: this may give rise to a violation of the Company’s confidentiality policy or subject the Company to legal action for defamation. The Company reserves the right to inspect all electronic communications involving the use of the Company’s equipment, software, systems, or other facilities (“Systems”) within the confines of applicable local law and Employees should not have an expectation of privacy when using Company Systems.
HONEST AND ETHICAL CONDUCT AND FAIR DEALING
Employees should endeavor to deal honestly, ethically and fairly with the Company’s suppliers, customers, competitors and employees. Statements regarding the Company’s products and services must not be untrue, misleading, deceptive or fraudulent. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
GIFTS AND ENTERTAINMENT
Gifts include physical objects, services, favors or other items of value. Some business situations call for giving gifts or receiving gifts. Gift giving and receiving practices vary among cultures. In all cases gifts given or received by Employees must be legal and reasonable. Employees must never pay or receive a bribe or kickback, or accept anything that would or would make it appear that their judgment to act in the best interests of the Company could be compromised. In some instances it may be impractical or harmful to refuse or return a gift. In those cases the Employee should disclose the circumstances and the gift to the Legal Department. Employees may accept or provide entertainment (i.e. activities where a representative of both parties is present), provided such activities or entertainment advances the Company’s legitimate business interests and is reasonable in the context of that business. Accepting entertainment that may appear inappropriate should be discussed with the Legal Department, in advance, if possible, and if not possible, then promptly after the event has occurred.
Accuracy of Books and Records and Retention.
Each Employee is personally accountable for the accuracy of his or her records and reports. Accurate information is essential to the Company’s ability to meet legal and regulatory obligations and all reports must be made honestly, accurately and in reasonable level of detail. All Company books, records and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company’s accounting policies and internal controls. Employees will not knowingly (i) make, or permit or direct another to make, materially false or misleading entries in the Company’s or any of its subsidiary’s financial statements or records; (ii) fail to correct materially false and misleading financial statements or records; (iii) sign, or permit another to sign, a document containing materially false and misleading information; or (iv) falsely respond or fail to respond, to specific inquiries of the Company’s independent auditor or outside legal counsel. Business expenses incurred by employees must be authorized and must be documented and recorded accurately. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Company’s books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation.
Business records and communications often become public, and all Employees should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies. This applies equally to e-mail, internal memos and official reports. Records should always be retained or destroyed according to the Company’s established record retention policies. In accordance with these policies, in the event of any litigation or governmental investigation or in the event of any questions, you should consult with the Company’s Legal Department or your supervisor.
Finance Code – Special Ethics Obligations for Employees with Financial Reporting Responsibilities.
It is the policy of the Company to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed. Depending on their position with the Company, officers and employees may be called upon to provide information to assure that the Company’s reports are complete, fair and understandable. The Company expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company’s disclosure requirements.
The Company’s Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Accounting Officer (CAO), and other employees designated by the CFO as being involved in the preparation of the Company’s financial statements (collectively “Finance employees”) hold an important and elevated role in corporate governance in that they are uniquely capable and empowered to ensure that all stakeholders’ interests are appropriately balanced, protected, and preserved. This Finance Code embodies the principles which Finance employees are expected to adhere to and advocate. These principles of ethical business conduct encompass rules regarding both individual and peer responsibilities, as well as responsibilities to the Company, its employees and other stakeholders. Because of this special role, the Finance employees are bound by the following Finance Code, and by accepting the Code, each Finance employee agrees that he or she will:
• Act with honesty and integrity, avoiding actual or apparent conflicts of interest in their personal and professional relationships.
• Provide stakeholders with information that is accurate, complete, objective, fair, relevant, timely, and understandable.
• Act in good faith, responsibly, with due care, competence, and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.
• Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose.
• Not use confidential information acquired in the course of one’s work for personal advantage.
• Share knowledge and maintain professional skills important and relevant to stakeholders’ needs.
• Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community.
• Exercise responsible use, control, and stewardship over all the Company’s assets and resources that are employed by or entrusted to us.
• Not directly or indirectly, make or cause to be made a materially false or misleading statement to an accountant in connection with (or omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to, an accountant in connection with) any audit, review or examination of the Company’s financial statements or the preparation or filing of any document or report.
• Not coerce, manipulate, mislead, or unduly influence any authorized audit or interfere with any auditor engaged in the performance of an internal or independent audit of the Company’s system of internal controls, financial statements, or accounting books and records.
The CEO, CFO, and Finance employees are expected to abide by this Finance Code as well as all applicable Company business conduct standards and Company policies or guidelines relating to areas covered by the Code. Any violations of the Company’s Finance Code may result in disciplinary action, up to and including termination of employment.
REPORTING AND COMPLIANCE PROCEDURES
Every Employee has the responsibility to ask questions, seek guidance and report suspected violations and express concerns regarding compliance with this Code. Any Employee who knows or believes that any other Employee or representative of the Company has engaged or is engaging in Company related conduct that violates applicable law or this Code must report such information to the Legal Department or the Chairman, on a confidential, and if you desire anonymous, basis. You may contact the Legal Department or the Chairman by fax at +30 231 22 00000 or by mail at [email protected] The Company will not discipline, discriminate against, retaliate or allow retaliation for reports made in good faith, or against Employees who cooperate in any investigation or inquiry regarding such conduct. Any supervisor who receives a report of a violation of this Code must immediately inform the Legal Department or the Chairman.
Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, and reductions in salary, discharge and restitution. Certain violations of this Code may require the Company to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution.
THIRD PARTY RIGHTS
No provision of this Code is intended to create any right in favor of any third party, including any security holder or Employee of the Company, in the event of a violation of this Code.
Dissemination and Amendment
This Code shall be distributed to each new Employee of the Company upon commencement of his or her employment or other relationship with the Company. The Company reserves the right to amend, alter or terminate this Code at any time for any reason. This document is not an employment contract between the Company and any of its Employees.
(Adopted June 2012)