1. The Code
This Code of Conduct is principally designed to communicate our business values to our employees, so that they may be a positive force within our day-to-day interactions, aiming to ensure the good performance and the effective application of the most honorable commercial practices in relation with our clients, collaborators, service providers, employees, and other persons, be that public or private which come in contact with our organization within the territory of registry, as well as worldwide, it is to be acknowledged that the reputation and integrity of One Tech Group Limited are valuable assets that are vital to the Company’s conduct of its business. Respect and cooperation are fundamental to the success of the organization’s community.
The Company is committed to providing a work environment that is free of any form of sexual, physical or non-physical harassment and to ensuring that each one of its members is treated with fairness and dignity. Accordingly, any discriminatory practice based on race, colour, sec sexual preference, age, religion, ethnic or national origin, disability or any other unlawful basis will not be tolerated.
This code of conduct applies to all directors, officers, and employees of the Company worldwide. Although this Code of Conduct does not cover every issue that may arise, it is intended to establish guidelines to which we can refer in situations where the proper course of conduct may not seem clear, offering mechanisms for employees to report unethical conduct, and foster among co-workers a culture of high principles, honesty and accountability. Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced herein.
The Company’s Board of Directors (the “Board”) is ultimately responsible for the implementation of the Code of Conduct. The Board designated Mr. Demetris Hadjigeorgiou as the “Compliance Officer” for the implementation and administration of the Code.
Employees should feel free to direct questions to the Compliance Officer. In addition, employees who observe, learn of, or, in good faith, suspect a violation of the Code, must immediately report the violation to the Compliance Officer, or another member of the Company’s senior management, employees who report violations or suspected violations in good faith will not be subject to retaliation of any kind.
Reported violations will be investigated and addressed promptly and will be treated confidentially to the possible extent.
All employees will receive a copy of the Code and will be asked to certify that he/she is in full compliance with the Code of Conduct and related policy statements.
A violation of the Code of Conduct may result in disciplinary action, including termination of employment and any other legal remedies which may be applicable at the time.
4. Lawful Practices
The Company and its employees worldwide must comply with every local, state, federal, national, and international laws and regulations that applies to the Company’s business and to refrain from engaging in any illegal activity or conduct of any kind. If employee is unsure whether a particular legal provision is applicable or how it should be interpreted, he/she should consult the Compliance Officer. A variety of laws apply to the Company and its operations, and some carry criminal penalties. These laws include but are not limited to banking regulations, securities laws, and state laws relating to duties owed by corporate directors and officers. Some examples of criminal violations of the law comprise: stealing, embezzling, misapplying corporate or bank funds, using threats, physical force or other unauthorized means to collect money; making a payment for an expressed purpose on the Company’s behalf to an individual who intends to use it for a different purpose; or making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials or businesses in connection with any of the Company’s activities as described in the Company’s “Anti-Bribery and Corruption Policy” which shall be used as a guideline to the relevant principles and procedures.
The Company will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.
The Company’s Records must be accurate at all times and circumstances. The books, records, files and statements of the Company must faithfully reflect the entirety of the Company’s assets and liabilities, as well as of its operations, transactions and any other items related to its business, without omission or concealment of any kind, in accordance with applicable standards and regulations. Employees have a duty to report to their supervisor any suspected false or misleading statements, documents or records made by any employees or directors in the Company. All such reports will be directed to the Compliance Officer and will be treated in confidence.
Ignorance of the law is generally not considered a valid defense when an infraction is committed, regardless of the jurisdiction where the Company is operating.
5. Gifts and Inducements
This subject shall be primarily governed by Section II of Company’s “Anti-Bribery and Corruption Policy” but in general lines, the Relationships should be conducted ethically and within the law. Unlawful or unethical payments should be neither made nor received, directly or indirectly regardless of the amount and gifts should not be given or accepted if they could influence a decision or be considered extravagant. Similarly, entertainment should not be extended or received if it could be seen as extravagant or unduly frequent and all spending on gifts should be properly authorized and recorded. No employee or any member of his or her immediate family should accept gifts, entertainment, trips, discounts, loans, commissions or other favours from outside companies or individuals doing or seeking business with the Company. If in doubt whether the gift or entertainment is appropriate, the matter should be raised with management and/or Compliance Officer. In general, gifts of material value either offered or received should be declared to the Company. The Company will not work with companies who offer or request excessive or improper inducements.
6. Conflict of Interest
Employees have an obligation to inform their supervisor of any business or financial interests that could be seen as conflicting or possibly conflicting with the performance of the Company duties. If the supervisor considers that such a conflict of interest exists or could exist, he/she is to take the steps that are warranted in the circumstances. Any behavior that deviates from this Code should be reported immediately to the Compliance Officer.
Generally speaking, a conflict may occur where an employee or a family member receives a gift, a unique advantage, or an improper personal benefit as a result of the employee’s position at the Company. Employees must keep the foregoing general principle in mind in evaluating both their own conduct and that of others and employees must feel free to ask to the “Compliance Officer” in case it is in doubt in relation with the aforementioned events or any other event where the conflict of interests could be identified. Conflict of Interests may also occur in cases as: (i) Outside Activities & Employment: Any outside activity, should not significantly encroach on the time and attention employees devote to their corporate duties, should not adversely affect the quality or quantity of their work, and should not make use of corporate equipment, facilities, or supplies, or imply (without the Company’s approval) the Company’s sponsorship or support. Employees are prohibited from taking part in any outside employment without the Company’s prior approval. (ii) Civic and Political Activities & Employment: Employees are encouraged to participate in civic, charitable or political activities so long as such participation does not encroach on the time and attention they are expected to devote to their Company-related duties. Such activities are to be conducted in a manner that does not involve the Company or its assets or facilities, and does not create an appearance of Company involvement or endorsement. (iii) Loans to Employees: The Company will not make loans or extend credit guarantees to or for the personal benefit of public officers, except as permitted by law. Loans or guarantees may be extended to employees only with Company approval. Other provisions on this matter shall be found at the Section IV of the Company’s “Anti-Bribery and Corruption Policy” document which shall prevail in case of conflict with the present clause.
7. Fair Commercial Practices
The Company’s prosperity is founded on customer satisfaction and on broad commercial trust. The Company expects its employees and members to preserve the quality of our customer relations by maintaining business relationships that are based on integrity, fairness and mutual respect. Only clear, concrete, pertinent and honest information is to be given to customers, suppliers, and collaborators in general. We must be careful to avoid making any statement to a customer or a collaborator that could be misinterpreted. No employee may take unfair advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, abuse of confidential information, or other related conduct.
8. Environmental Protection and Energy Conservation Policy
Those general rules are to be observed by all parts involved in the Company’s operations and activities. (i) Comply with all Environmental Protection rules and requirements. (ii) Reduce the consumption of electricity by switching off unnecessary lights, equipment and machinery. (iii) Reduce the consumption of paper by double side printing, electronic archiving and reducing photocopying. (iv) Reduce the consumption of water by maximizing its use (v) Reduce the waste production by proper segregation and disposal of office wastes.
9. Responsible Use of Company’s Assets
Employees must not misuse property or abuse facilities belonging to the Company. Assets, such as information, materials, supplies, time, intellectual property, facilities, software, and other assets owned or leased by the Company, or that are otherwise in the Company’s possession, may be used only for legitimate business purposes. The personal use of Company assets, without Company approval, is prohibited.
10. Confidential Information
Employees should observe the confidentiality of information that they acquire by virtue of their positions at the Company, including information concerning customers, suppliers, competitors and other employees, as well as, to strictly observe the personal right to privacy of individuals by any means of communication, except where disclosure is approved by the Company or otherwise legally mandated.
All financial information, are to be considered strictly confidential, except where its disclosure is approved by the Company, or when it has been publicly available in a periodic or special report for at least two business days. All officers and/or employees who participate in the preparation of any part of the Company’s financial statements must act with honesty and integrity, avoiding violations of the Code, including actual or apparent conflicts of interest with the Company in personal and professional relationships.
11. Mandatory Conduct
The present Code, the Company “Anti-Bribery and Corruption Policy” as well as all other future applicable Policies on business conduct and corporate practices must be complied with at all times by those employed by or acting for the Company. Our dealings and relationships should always be such that our domestic, as well as international reputation would not incur damage. Therefore there is a moral responsibility to officers, employees and the Company to bring to management and/or Compliance Officer’s attention any matter which may cause concern.
The present Code may be revised from time to time according to the needs and questions which may arise in the due course of the Company business conduction.
I confirm that I have read and understood the contents of the present “Code of Business, Ethics & Conduct”.
Name: / Date
Limassol, August 2020