Version 1.0  02.04.2024

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A.    GENERAL INFORMATION

 

SUBJECT OF MATTER AND OBJECTIVE

The Poksundo Code of Conduct (also hereinafter referred to as “the Code” or “the CoC”) is an expression of our company culture and our shared values to which we commit ourselves worldwide. We believe that conducting ourselves in accordance with such values and legal requirements will contribute to our success.

This Code of Conduct includes our mission statement, explains our values and aims at

supporting every employee to take appropriate decisions consistent with laws and

corporate regulations. It will be supported by further rules and regulations.

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SCOPE OF APPLICATION

The Code of Conduct applies to all our Poksundo employees, regardless of their

function or position. The regulations set out in this Code are binding for every Poksundo employee. We regard somebody to be a Poksundo employee when he or she is working in a company of which the majority of shares are directly or indirectly held by Poksundo Holding AG (“Poksundo Group”). The Code of Conduct also applies for temporary employed personnel, if directly employed by Poksundo and the total working period is over six months. This Code addresses “you” when referring to Poksundo employees.

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VALIDITY

This Directive comes into force from April, 02, 2024 onward and remains valid until further notice.

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RESPONSIBILITY

The Poksundo Top Management is responsible for the content of the Code of Conduct. All questions relating to the interpretation should be addressed to it.

 

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B.    MISSION STATEMENT AND VALUES

 

The success of our company depends crucially on all of us, i.e. managers and each individual employee, behaving honestly, with integrity and ethically correctly. This also means that we report and communicate truthfully, comprehensively and in good time, both internally and externally. Our common goal is to take responsibility for our company and protect the reputation of our brand. In line with the principle of sustainability, we are aware of our responsibility for the economic, social and ecological impact of our actions. This also includes ensuring that the rules that apply within the company are observed and adhered to by all of us at all times and everywhere. Our managers have a special and responsible role to play here: they act as role models and must prevent irregular behavior within the company, protect their employees and represent the company with integrity both internally and externally.

This Code of Conduct helps us by highlighting potential areas of risk and conflict and their significance for our company and explaining them using case studies. The content of this Code of Conduct is summarized under five basic headings:

 

· Customer First

· Curiosity

· Performance

· Courage

· Trust

 

These shared values make our company unique and create our corporate identity. They provide clarity and a sense of common purpose in our dealings with one another and our stakeholders, thereby enhancing communication. They apply to all employees of Poksundo.

They are of course no substitute for the laws of the country, but merely serve as a guide for day-to-day work, which is supplemented by this Code of Conduct, the guidelines and the laws of the country.

Every employee is part of a pyramid whose levels represent the company's governance model. Our corporate values are defined in more detail by regulations, guidelines and directives. Our Code of Conduct is a binding instrument, with the relevant national and international law at the base of the construct. All levels of the pyramid are interconnected, although each is valid in its own right and can be viewed as a single, self-contained unit.

We explain our business principles in more detail below:

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OUR VALUES

 

CUSTOMER FIRST

Do we deliver added value for our customers?

·        Deliver added value along the entire lifecycle of our solutions

·        Active listening to customers’ needs

·        Keep commitments, keep promises

·        Ask for customer feedback, measure it, accept it

·        Live professional integrity (ethical, moral and legal standards)

 

CURIOSITY

Are we open, and eager to learn?

·        Be interested in others’ opinions/know-how

·        Ask questions, even if they feel stupid

·        Show empathy and respect, care for each other

·        Understand and respond to others’ needs

·        Live non-judgmental attitude

 

PERFORMANCE

Do we outperform the market with our offering of smart solutions and services?

·        Win the market place, reach the set goals

·        Always strive to find a smart, sustainable solution

·        Deliver best quality in terms of reliability and design

·        Provide smart and secure solutions and services

 

COURAGE

Do we speak up and take decisions?

·        Give and receive feedback openly

·        Step up, express own opinion and take decisions

·        Admit to mistakes and allow to learn from them

·        Be open for change

 

TRUST

Do we build trust through our outstanding behavior and performance?

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C.    CODE OF CONDUCT

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WE – Compliance with the law and internal regulations

As an international acting company, it is a matter of course for us to comply with the applicable laws and regulations at local, national and international level. Compliance with laws and regulations is a key factor for the sustainable success of our company.

In addition to complying with applicable laws and regulations, you as an employee of Poksundo are expected to internalize the mission statement, company values and further ethical and moral requirements of this Code of Conduct. The Code of Conduct sets a binding minimum standard within the entire organization and provides guidance of the highest standard. It can be supplemented by Poksundo rules and regulations.

If compliance with the CoC or the underlying rules and regulations would lead to a violation of statutory provisions, the latter shall take precedence. The company management must be informed of such conflicts. Managers are expected to acquire a basic knowledge of the applicable law and the corporate legal framework in their area of responsibility. Finally, while Poksundo is strongly committed to the values and content defined in this Code of Conduct, it shall also respect local customs and cultures.

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WE – Human Rights

We support and respect internationally proclaimed human rights and labor standards. We fully respect the personal dignity, privacy and individual rights of our colleagues, job candidates, customers, suppliers and other stakeholders.

It is our declared aim to avoid any kind of discrimination for reasons of age, gender, race or color of skin, nationality, social or ethnic origin, language, sexual orientation, marital status, religion, state of health or disability or any other legally protected status under local law. On the contrary, Poksundo regards diversity as an important core value. Poksundo will not tolerate mistreatment, harassment or defamation of its employees or business partners. Within its sphere of influence, Poksundo supports and respects the protection of internationally proclaimed human rights and ensures that it is not complicit in human rights abuses.

Poksundo does not participate in or benefit from any form of forced, compulsory or child labor. With regard to the minimum employment age, we follow the principles of the UN Global Compact and the conventions of the International Labor Organization (ILO).

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WE – Trust, respect, tolerance

We treat others as we expect to be treated by them.

We trust in our own abilities and will always act with integrity and transparency. We try to understand and respect our counterpart’s values and requirements by adopting a benevolent attitude. We do what we say. Knowing that accountability cannot be delegated, we strive to delegate responsibility to the lowest reasonable level in order to empower and encourage the decision-maker to take reasoned and effective decisions. We value respect, politeness and tolerance. Poksundo aims to offer an attractive work environment to all of you where you can develop your talents and fulfill your potential. Seeking to foster excellence in each individual, you as an employee shall be entitled to fair, respectful and dignified treatment. We do not tolerate any kind of discrimination, neither within the company nor related to any customer, contractor or supplier. Similarly, we reject any form of harassment, bullying or intimidation.

We operate fully within established company guidelines and we adhere to and respect the equality of people and cultures, ethics, morals and legal standards within the markets that we serve and act in.

 

WE - Environment

The environment forms the natural living conditions for all living beings. Efficient use of natural resources, energy and land protects our environment. Poksundo is aware of its social and environmental responsibility and strives to protect the environment through sustainable development, especially in our core business of developing and operating cloud-based software and services. We strive to continuously improve the sustainability performance of our services. Poksundo encourages its employees to contribute to sustainable development aimed at long-term conservation of resources to protect natural resources and the environment.

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B.5      ME – Conflict of interests

A “conflict of interest” occurs when your interest interferes or even appears to interfere in any way with the interests of Poksundo. Such situations should be avoided or if this is not possible be resolved in the best interests of Poksundo. If you are or appear to be in a conflict of interests you must make this situation transparent by informing your direct manager or, if there is a problem with that route, your Human Resources representative or the General Management so that an appropriate response can be determined. Having reported to one of the above-mentioned representatives, you and the representative will develop a viable approach to deal with the conflict. Please resolve such matters through proactive intervention, for example by finding someone else to deal with the business in question. The result of the consultation between you and the respective representative must be minuted in summary form and submitted to the General Management.

 

Conflicts of interest may occur in but are not limited to the following cases:

1.     Conflicts arising from your knowledge as an insider.

2.     You have or a member of your family or a close personal relation of you has a direct or indirect ownership interest or other significant financial interest in, or obligation to, an actual or potential competitor, supplier or customer of Poksundo.

3.     You are or will be working closely together with a member of your family or someone with a close personal relationship.

4.     You or a member of your family or a close personal relation directly or indirectly

accepted benefits of significant value and now are in the position of giving something in return (a new contract to be signed, new conditions to be agreed…).

5.     You are buying from or selling to family members or close personal friends.

6.     You are having or want to enter into a secondary employment. Depending on extent and manner, a conflict of interest could occur. For more details, please contact your local HR department.

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ME – Public relations and confidentiality

We keep sensitive information confidential and seek approval as described below before we communicate with media.

We handle confidential information with care. No sensitive information or material may be disclosed to unauthorized persons, be they third parties or other Poksundo employees. This also applies after the termination of your employment. Before confidential information is given to third parties (e.g. consultants, freelancers, due diligence lawyers), a non-disclosure agreement must be duly executed by the recipient. During telephone calls in public, the information disclosure level must be kept to a minimum, avoiding the mentioning of names of persons or companies, projects, product descriptions, figures and any other sensitive information.

When you present facts and figures about Poksundo in public (e.g. at seminars, conferences and trade fairs), slideshows or documents may only disclose information that is publicly available on our website or in official company brochures and other information material.

 

ME – Responsibility of each employee

You are expected to read and understand the Poksundo Code of Conduct. Furthermore, you are expected to comply with the Code both in letter and in spirit. Personal integrity is the core qualification we require. By complying with applicable legal regulations, you are acting in the interest of Poksundo even if management staff gives instructions to the contrary.

We are aware that we are representatives of Poksundo and will be recognized by our actions as such. By following our values and the Code of Conduct, we will help ensure that Poksundo continues to be seen in a positive light.

Finally, if you are a manager you bear a special responsibility. You are a role model and shall encourage your employees to act in compliance with this CoC. Every direct manager bears a responsibility for the employees who are entrusted to him or her. Managers are expected to lead according to Poksundo standards of ethical conduct and to demonstrate their commitment to the Code of Conduct.

 

B.8      ME – Misconduct and sanctions

The provisions included in this Code of Conduct reflect the core values established at and for Poksundo. They set out a minimum standard that has to be maintained. All cases where these core requirements are not satisfied or appear to have been contravened must be reported. Regardless of whether you yourself are affected or whether you observe other employees breaching this Code – a report has to be filed. The person reported to (generally your direct manager) will decide on the appropriate action.

In case of doubt, advice may be sought from a higher line manager. The recipient of such report must inform the General Management about all proven breaches of this Code of Conduct directly. He or she (the recipient) must also send a list of all countermeasures taken to the General Management at the latest six months after the breach was initially reported.

Confidentiality will be maintained to the fullest extent practicable. All reports will be investigated and the person raising the issue will receive feedback. Retaliation or victimization of any employee who reports a concern in good faith will not be tolerated and will itself be subject to disciplinary action. The same applies to any abuse of these reporting processes.

We will not hesitate to take action against any employee should he or she violate governing law or this Code of Conduct. Misconduct may lead to severe sanctions including the termination of employment. Legal sanctions may also ensue, including monetary fines or civil or criminal prosecution in particularly serious cases.

 

B.9      US – Protection against corruption and bribery

Corruption is contrary to fair competition and damages the economic standing and reputation of the company. By opposing and rejecting corruption in all its forms, we protect our reputation and secure the basis for future business. We adhere to the legal requirements and therefore do not tolerate any form of corruption. All unlawful benefits to third parties, direct or indirect, whether to public authorities or in the private sector, are prohibited. The same applies to the acceptance of such benefits. Facilitation payments are prohibited.

In general, the granting of benefits is only permitted if the following principles are observed and / or (prior) approval has been obtained.

·        Social Adequacy Principle

·        Transparency Principle

·        Principle of Separation

·        Documentation Principle

·        Approval

If a benefit is to be granted to an employee of a business partner or a public authority, this benefit has to be socially adequate with local standards and customs (Social Adequacy Principle). According to the Principle of Separation, any (even apparent) connection between granting / receiving the benefit and a business decision must be avoided. If you fulfill the above mentioned principles, you might grant / receive a benefit where acting within the private business sector. By contrast, benefits to (or from) public authorities must be handled very restrictive.

Depending on the kind of benefit being granted / received (e.g. entertainment, travel, gift, meal), its business relation (plant visit, closing dinner) and the value, you will have to get an approval from a direct manager and/ or the General Management.

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US – Fair competition

Poksundo aims to be a trusted global partner and believes that the interests of our customers are best served by strict compliance with all applicable laws. In this respect, we support a free market and consider fair competition to be the best foundation for our own growth and business success. We recognize that employees operating in different countries may come into contact with the antitrust laws of other jurisdictions in addition to those of their own country. Although the purpose of competition law - to protect the competitive market system - may seem straightforward, antitrust and fair competition law is a complex matter. Therefore, employees should contact management if they have questions or need advice.

 

Supplier Code of Conduct

We believe in the values and standards set by this Code of Conduct. We strive to ensure compliance with the above principles in our relationships with our suppliers. We are committed to our values and standards and expect our suppliers/business partners to be committed to upholding similar standards and rules. The specific requirements for this are set out in the Poksundo Supplier Code of Conduct.