CODE OF BUSINESS CONDUCT AND ETHICS AND COMPLIANCE POLICY
INTRODUCTION
The values of integrity, impartiality, honesty, loyalty, trustworthiness, fairness and accountability are fundamental to me personally and, therefore, to all companies belonging to the Copelouzos Group of companies (the “Group”) and the work-related activities of every employee of our Group must reflect such values. We are strongly committed in maintaining high standards within our Group and with its dealings with others.
The Group is aware of the negative effects of corruption to economic, political and social development and recognises the important role the private sector plays in preventing corruption. The Group prohibits bribery, corruption and economic crime in any form and takes a zero-tolerance stance towards unlawful and unethical behaviour. It is the Group’s policy to conduct all of its business activities with honesty, integrity and to the highest ethical standards.
We are sensitive to any situation that can adversely impact the Group’s reputation and all our employees, as representatives of the Group, must comply with the present Code of Business Conduct and Ethics. The present Code addresses our responsibilities to the Group and to each other, our conduct in all our business transactions and our relations with governments. I, personally as well as all the members of the Boards of Directors of our companies endorse the present Code of Business Conduct and Ethics and expect that the standards set out herein will be maintained by all persons and entities involved in the Group.
Any reference herein to the Group shall be deemed to also include each and every company belonging to the Group.
Maroussi, February 2020
The Directors and Μanagement of Copelouzos Group companies
1. ALL EMPLOYEES AND RESPECT FOR COLLEAGUES
This Code of Business Conduct and Ethics applies to all types and ranks of the Group’s employees (executives, managers, directors, members of each company’s Boards of Directors, accountants, in-house lawyers, secretaries, assistants etc.). All employees are required to sign a declaration that they have reviewed the Code and commit to the principles therein. The declaration should be signed upon the commencement of their employment or (for existing employees) the implementation of the Code and its updates.
Employees must work effectively with other colleagues, both within and between teams and departments of the Group. The Group is committed to providing a workplace that is free of discrimination, bullying, harassment, sexual harassment or abuse of authority. All employees must treat their colleagues fairly, show respect and tolerance for varied cultures, beliefs and backgrounds and refrain from behavior that could amount to discrimination, bullying, harassment, sexual harassment or abuse of authority, or be reasonably perceived as such behaviour.
2. COMPLIANCE WITH LAW, RULES AND REGULATIONS
Employees must always comply with all applicable government laws, rules and regulations as well as any competent authorities’ orders. If a provision of the present Code conflicts with applicable law, the latter shall prevail.
In case an employee is unsure whether a situation constitutes violation of any applicable law, rule or regulation, he/she should contact the Compliance Committee referred to in clause 13 hereof (the “Compliance Committee”).The Compliance Committee shall ensure that all employees are made aware of the relevant applicable legislation, through emails and training sessions to take place at least once a year or when there is any change in the legislation.
3. AGENTS, CONSULTANTS, CONTRACTORS AND THIRD PARTIES
No employee may indirectly, through agents, do anything the employee is prohibited from doing under the present Code. Moreover, employees have a duty to report suspected unethical behaviour of business partners (or their employees) to the Compliance Committee immediately.
Business integrity is a key standard for the selection and retention of those who work for or represent the Group. Before retaining any significant business partner, we should carefully consider their business integrity and inform them of our ethical expectations providing to them the present Code, as in force from time to time. Also, our business partners (such as agents, distributors, consultants, representatives, attorneys, independent contractors, external temporary workers, suppliers, etc.) are expected to observe the same standards of conduct as the Group’s employees when conducting business with or for the Group and each company of the Group shall ensure that such business partners acknowledge and agree to comply with the present Code before the respective company of the Group enters into any business transaction with them. All agents, consultants, contractors and third parties are required to sign a declaration that they have reviewed the Code and commit to the principles therein. A material breach of an obligation under this Code may lead to the Group, at its own discretion, to suspend payments, rescind or terminate its contract with the respective business partner in addition to any other appropriate action by the Group.
4. THEFT AND FRAUD
Any act that involves theft, fraud, embezzlement or misappropriation of property, money or services, including that of the Group and/or any of its employees or business partners is strictly prohibited.
All rights to any work or intellectual property created by employees in the course of their employment duties belong to the Group. Intellectual property belonging to the Group may not be used for private benefit or for the benefit of others except with appropriate authorisation from the Compliance Committee, which must be sought before any such unauthorised use takes place.
5. CONFLICTS OF INTEREST
A conflict of interest occurs when an employee’s private interests interfere with the respective Group company’s or the Group’s interests as a whole. All employees must avoid any actions or relationships that could conflict with, or appear to conflict with, the interests of the Group. Having a substantial investment or position in any business that deals with the Group, doing the Group’s business with close friends and relatives, using the Group’s reputation to gain personal favours and accepting and offering payments, gifts or favours from or to companies doing business with the Group are, indicatively, situations that could result in an actual or the appearance of a conflict of interest.
The Group’s employees should not take business opportunities that may be of benefit to the Group to benefit themselves or others and they should never compete with the Group or any company thereof.
Any employee who is aware of a conflict of interest or the appearance of such matter or is concerned that a conflict might develop, should inform the Compliance Committee about the matter. In any cases of uncertainty, employees should seek advice from the Compliance Committee.
6. GIFTS, HOSPITALITY AND OTHER PAYMENTS
Gifts and hospitality can take many forms including cash, favours, products, travel, entertainment and everything else of value. No business decisions should be based on improper payments, favours, gifts or hospitality. Offering, giving, receiving or promising, directly or indirectly, anything of value for the purpose of improperly obtaining or maintaining business or to obtain any improper business advantage is strictly forbidden.
The Group’s employees should never offer, give or accept gifts or cash or cash equivalents for doing, or promising to do, anything for an existing or potential business partner.
However, gifts of small value or of symbolic nature may be accepted within the ordinary course of business in accordance with common business practises (e.g. ordinary business meals, logo pens or t-shirts, inscribed statues in recognition of a business relationship etc.). The value of such gifts should not exceed the amount of one hundred (100) euro.
As a general rule, gifts and hospitality are considered to be within the ordinary course of business, when they are not intended to improperly influence a business or government decision or create or imply a return obligation or favour, serve a legitimate business purpose, and not in excess of business or industry customs (as defined above) and are lawful in the country they are given. Any gifts or hospitality offered to a public official should be subject to review and prior sign-off by the Senior Management and/or the Compliance Committee.
In any case, any gift or hospitality must be reported by the employee involved to the Compliance Committee within three (3) days of receipt and such employee must then follow the instructions of the Compliance Committee. Requests for hospitality beyond the threshold should be pre-cleared with the Compliance Committee before attending.
7. ANTI-CORRUPTION, ANTI-BRIBERY AND RELATIONSHIP WITH GOVERNMENTS
Corruption is an act set forth by employees and/or other individuals who use their entrusted power for their personal gains before the Group’s. These personal gains may be in form of monetary value, any kind of personal favours or improper advantage. A case of corruption can take place between individuals of different parties with certain authority, it could happen between companies, companies and government officials or politically exposed persons with influence in order to gain unfair advantage over a competitor, gain a personal favor over someone with influence or to speed up business.
Government officials include the employees of any government or government-controlled entity anywhere in the world, political parties and party officials, candidates for political office and employees of public international organisations.
A bribe is giving, offering or promising anything of value to a government official to influence a discretionary decision. Bribery of government officials is illegal and all employees of the Group must strictly comply with all applicable anti-bribery and anti-corrupt laws and regulations in all relevant countries.
The Group’s employees should never offer anything to any government official, directly or indirectly, in return for favourable treatment.
The Group should not engage a third party-agent or consultant if there is reason to believe that such agent or consultant may attempt to bribe a government official (either on his own behalf or on behalf of the Group) and all agents and consultants should abide by the present Code.
Hiring government’s officials by the Group is prohibited.
No corporate funds will be used to make contributions or payments to political causes, parties or candidates unless it is permitted by law and expressly authorised in advance by the Compliance Committee.
Any charitable financial contributions by the Group must be reviewed by the Compliance Committee, in order to identify the legitimacy of the charity, the intent of the Group’s employee requesting the charitable contribution to be made and any relationship he/she may have with the charity concerned. Donations should never be made if there is a suggestion or perception that a benefit will be given to the Group in return for the donation. All charitable contributions by the Group must be pre-approved by the Compliance Committee.
Any employee of the Group who is in anyway involved in bribery or corruption, shall be subject to any appropriate action (civil and/or criminal) by the Group, in addition to the immediate termination of his/her contract of employment.
Any third party agent or consultant or associate who is in anyway involved in bribery or corruption shall have their contract with the Group terminated and all payments suspended immediately in addition to any other appropriate action by the Group.
In case of any known or suspected breach of this provision and/or applicable laws, any employee should immediately report it to the Compliance Committee.
8. CONFIDENTIAL INFORMATION
Disclosing confidential information to any person or organisation, directly or indirectly, without prior written consent from the Group is prohibited, as is using confidential information for commercial or other purposes not directly related to the Group’s business or operations.
Confidential information includes, indicatively, strategic plans, sales figures, financial information, designs, information regarding negotiations, agreements or dealings between any company of the Group and others, human resources information, software, trade secrets, patents, trademarks and similar information from all kinds of business partners.
The Group’s employees are required to keep such information confidential during employment as well as indefinitely thereafter, and not to use, disclose or communicate that confidential information other than on the course of employment with the Group.
Any employee of the Group who discloses material non-public information concerning the Group or any company thereof may be subject to any appropriate action (civil and/or criminal) by the Group or the respective company, in addition to the immediate termination of his/her contract of employment.
In case of any known or possible leak of confidential information, any employee should immediately report it to the Compliance Committee
9. ACCURATE RECORDS AND REPORTS
All employees of the Group are responsible of maintaining accurate records and reports, including financial and accounting records that accurately and completely reflect all transactions and assets.
Employees may not make any false statements, misleading or artificial entries or material omissions or misrepresentations in any of the Group’s financial books, records or other documents or communications.
No funds or assets may be maintained for illegal or improper purposes. Any report, document or statement submitted to the government or communicated publicly must be accurate and complete.
10. HEALTH AND SAFETY
The Group provides each employee with a safe and healthy work environment. Each employee of the Group is responsible to maintain this safe and healthy work environment by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.
11. QUESTIONS
The Group encourages open communication, feedback and discussion on all matters concerning this Code of Business Conduct and Ethics. The Group’s employees are expected to proactively seek clarification and advice on the best course of action when in doubt regarding matters referred to in this Code. Any questions should be directed to the direct supervisor of the employee and/or the Compliance Committee.
12. ETHICS AND COMPLIANCE TRAINING
In order to ensure effectiveness of the present Code, every employee must complete the Ethics and Compliance trainings. Ethics and Compliance trainings will provide necessary information and guidance on how the present Code of Business Conduct and Ethics and its policies and procedures must be put into action. Ethics and Compliance trainings shall take place annually and also during the orientation training of each Group’s employee.
Any instances of non-compliance with training requirements will be followed up by the General Manager of the Group, Mr. Nikolaos Symeonidis (contact details provided below under Clause 13).
13. REPORTING PROCEDURE
Any employee of the Group who becomes aware of and/or obtains information about a breach or violation of any provision of this Code of Business Conduct and Ethics, is required to report it immediately to the Compliance Committee.
The Compliance Committee consists of one (1) member of the Senior Management of the Group and one (1) member of the Group’s legal department, the names and contact details of which shall be communicated to all employees in writing.
In case the violation or breach concerns a member of the Compliance Committee, the report should be addressed to the General Manager of the Group, Mr. Nikolaos Symeonidis (Address: 209, Kifissias Avenue, 15124 Maroussi, Athens, Greece / Telephone: 0030-210-8097790).
All reports and complaints should be done through telephone or in written form (hard copy report) or electronically via email.
The Group treats all reports in a confidential manner. The reports can be registered by name or, in the case of telephone or hard copy reporting, anonymously, if the person wishes so.
Any reports made in bad faith or any failure to report any suspected or known breach of any provision of the Code of Business Conduct and Ethics will in itself be considered a breach of the Code.
Any complaints, reports or concerns submitted through any kind of form must be delivered to the following individuals:
14. HANDLING OF REPORTS AND COMPLAINTS
All complaints received by the Compliance Committee will be taken seriously.
Upon receipt of any complaint or report, the Compliance Committee will undertake an investigation of the complaint or report. The Compliance Committee may appoint outside advisers or internal personnel to review, investigate, and organize any complaints.
After a review of the findings, the Compliance Committee will determine by a unanimous decision whether additional investigation is needed and will take action as it deems appropriate. The Compliance Committee, as soon as it completes the investigation, shall conclude to a result relating to the complaint or report and inform the Senior Management about it, in order for the latter to decide on any further appropriate action.
The Senior Management of the Group will be apprised of the existence of any investigation, and it will be apprised of the status of the investigation regularly.
The Compliance Committee will maintain an appropriate record of all communications and filings received and will track such communications and filings through its investigation and ultimate resolution.
15. WHISTLEBLOWING PROTECTION
Employees who observe a violation or have a concern can report it without hesitation. The concern will be handled confidentially and the employee will be kept informed of the progress of their complaint.
We protect our employees who report a violation against any negative treatment. We do not tolerate retaliation of any kind against our employees whom reported a violation in good faith. No employee has the right to retaliate any reporting and if so, this action will also be evaluated as a violation of the present Code.
If a violation is reported to the Compliance Committee and necessary steps are not being taken, the case can be taken further to the Group’s General Manager, Mr. Nikolaos Symeonidis (contact details as above, Clause 13).
16. CODE VIOLATIONS – UPDATES
The Group’s Senior Management and each company’s Board of Directors are responsible for administering the present Code of Business Conduct and Ethics and for ensuring that our Code is up-to-date reflecting any changes in our business environment. Subject to any applicable law, violation of the Group’s Code of Business Conduct and Ethics, as may be amended or updated from time to time, may lead to corrective action up to and including termination of employment. The Group reserves all its rights to claim against any violating employee or third party any damages suffered by the Group or any company thereof from the violation.
The effectiveness of the present Code of Business Conduct and Ethics will be periodically reviewed by our Senior Management and necessary amendments will be identified. Any amendments and updates of the present Code shall be promptly communicated to all Group’s employees in writing.