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Code of conduct

CODE OF CONDUCT OF EXORIGO-UPOS S.A.

PREAMBLE

  1. Constantly aiming to ensure the highest quality of service for our clients, the Exorigo – Upos S.A. group (hereinafter as the “Group” or “Exorigo-Upos”) seeks to maintain the highest ethical and professional standards and acts in compliance with generally applicable provisions of law. 
  2. The success in our business highly depends on retaining the trust of our partners: clients, employees, associates, competitors, authorities, media and the community as a whole. All employees and associates of the Group are responsible for retaining that trust. 
  3. Exorigo-Upos provides its clients with technological solutions and services which support the achievement of their business objectives – including but not limited to those relating to digital transformation and implementation of integrated omnichannel sales. Exorigo-Upos seeks to retain its position as the leader among retail dedicated suppliers by carrying out projects strategic for its clients, providing proactive advice and adding to its portfolio products responding to the current market challenges and formal and legal requirements. 
  4. The purpose of this Code of Conduct (hereinafter as the “Code”) is to set out the general standards of conduct for the whole Group, including management staff as well as employees and associates. The compliance with the rules and standards contained in the Code is crucial for ensuring a common system of values across the whole organisation.
  5. The Code of Conduct has also been introduced in order to point out the basic values which Exorigo-Upos follows in its business to the employees, associates and clients and to make them aware of such values. 
  6. The rules of the Code shall apply to all natural persons and business entities which are directly or indirectly related to Exorigo-Upos on business, community or professional basis. 
  7. The Code has been approved by the Management Board of Exorigo-Upos and has been adopted with full support from the HR department, the legal department and the security department. We expect each employee and each associate to abide by the Code in performing their duties and to report any and all breaches of the provisions of the Code. 
  8. The provisions of the Code combine the most important rules for the Group’s conducting its day-to-day business. Detailed procedures regarding particular aspects of the business which are closely related to the compliance issues are contained in separate documents implementing the provisions of this Code:  
    1. Anti-mobbing policy,  
    2. Anti-corruption policy, and  
    3. Internal whistleblowing policy setting out the internal procedure for reporting breaches of law at Exorigo-Upos S.A. and its member companies. 

§ 1. BASIC VALUES OF EXORIGO-UPOS 

„It’s not hard to make decisions when you know what your values are”.

Roy E. Disney 
  1. Client perspective – Our actions are aimed at clients’ satisfaction. The largest companies and retail chains in Poland trust us.  We are their IT partner in business development. 
  2. Efficiency – We focus on increasing our efficiency. We always seek to achieve better and better results. We constantly optimise our operations. 
  3. One team – We respect one another and we work towards a common goal. While carrying out projects we combine the competence of various teams to achieve the synergy effect.
  4. Responsibility  – Each of our employees is fully responsible for the tasks entrusted to them. This is the only approach which guarantees that the organisation as a whole provides services of the expected quality.
  5. Effectiveness – Our work concept is based on high effectiveness of operations. We are responsible for servicing our clients’ sales processes. Here there is no room for mistakes. 
  6. Reliability – Transparency and honesty in communication with Clients are our objective. We keep our promises since we wish our Clients feel safe with us.

§ 2. HR POLICY 

„Coming together is a beginning; keeping together is progress; working together is success.”

Henry Ford
  1. Human rights protection  – The Group complies with applicable provisions of local and international law, inter alia, in respect of human protection rights, wherever it conducts its business. Since the right to liberty is an unalienable human right, each employee and each associate works of their own free will. We do not agree to and do not accept using any form of forced labour and human trafficking in any operations. 
  2. Employment – We use forms of employment which are in compliance with applicable provisions of law and do not infringe employees’ and associates’ rights. The detailed rules of cooperation are set out in written contracts, in the Work Regulations or the Remuneration Regulations applicable at the Group and in generally applicable provisions of law. The recruitment process is open and is based on the principles of transparency, equality and respect. The successful candidate is provided with comprehensive information about their rights, obligations and terms and conditions of their future job, including information regarding the amount of their remuneration, the terms of payment or the applicable working time.
  3. No discrimination – We treat all employees and associates equally. We appreciate their diversity and their contribution to our organisation. We are committed to creating conditions for all employees and associates to utilise their full potential. It is our key priority to establish working environment free from any discrimination, including discrimination based on gender, sexual orientation, age, marital status, social status, ethnic origin, nationality, religion, trade union membership, parenthood, political views, disability or any other forms defined by applicable provisions of law. In all aspects regarding recruitment, employment, payment of remuneration and benefits, ensuring training, promotion and transfers, we base on qualifications, skills, experience, meeting the requirements and standards relating to the given job and the performance.
  4. Freedom of association and collective bargaining agreements – We respect employees’ right to establish or join such organisations as trade unions, employee councils or associations whose objective is to represent the interest of employees. We also engage in dialogue with representatives of social partners and representatives of employees. While concluding arrangements and agreements and introducing any regulations, we comply with applicable provisions of law.
  5. Establishing safe work environment – The safety, health and welfare of our employees and associates is our key objective. To this end we observe generally applicable or internal procedures, inter alia those relating to labour law and health and safety of work, in particular ensuring work with access to light, ventilation, sanitary facilities, fire protection, protective equipment, and fully equipped staff facilities. In order to prevent accidents and injuries involving employees, we limit work-related risk as far as possible. We provide our employees with regular training regarding health and safety of work, we carry out risk assessment and measurements of harmful factors based on applicable provisions of law.
  6. Remuneration policy – We take care to ensure for employees and associates: remunerations paid on a regular basis, development opportunities, interesting and ambitious challenges and good work conditions. Our employees’ remunerations are not lower than the applicable minimum salary. Any deductions from remuneration are accepted in accordance with the terms and conditions and to the extent allowed by local law only.
  7. Working time and holidays – The Group observes provisions of local law regarding working time and rest time and holidays. The rules regarding working time are also set out in policies and regulations applied by the Group. Furthermore, we respect the right to sickness leaves, leaves including maternity and paternity leaves, and we respect the rights of pregnant women, as set out in provisions of law of the given country.
  8. No child labour – We observe the ban on employing persons below 15 years of age, unless provisions of local law provide for a higher minimum age to commence work or to end the compulsory school education. In case of hiring a young worker, namely a person who is of 15 years of age or more but is below 18 years of age, we take special care of the safety and health of such a young worker, observing all generally applicable provisions of law in this regard. First of all, we ensure for the young worker safe work conditions which pose no danger to their physical or psychical health and their development. While hiring young workers we determine the terms and conditions so that they do not conflict with their school obligations.
  9. Creating friendly work environment – The right to dignity and personal inviolability are basic rights of each person. Exorigo-Upos applies the zero tolerance policy in respect of any intimidation, bullying, coercion, psychical or physical harassment, mobbing or sexual harassment. Any type of such behaviour will result in professional and legal consequences for the perpetrator, regardless of the job position or years of employment. 
  10. Open door policy – We follow the “open door” policy which enables each employee access to their immediate or indirect superior, including Members of the Management Board of the Group. We organise on a regular basis meetings with all employees and associates in order to present the major challenges and goals of the Group. We also carry out employee satisfaction and opinion surveys. We analyse their comments regarding the operation of the Group and – where possible – we seek to introduce the proposed changes. We believe that the dialogue will lead to further development of Exorigo-Upos and to the enhancement of the satisfaction of persons employed with the Group.

§ 3. ANTI-CORRUPTION POLICY 

„Corruption doesn’t take root in isolation, it embeds itself where the soil is fertile.”

Ed McDonald
  1. Compliance with anti-corruption regulation. – We take care to make dealings without pressure, corruptive practices, or any unlawful, unethical or illegal activities. In this respect, Exorigo-Upos observes any and all applicable provisions and regulations. The detailed ant-bribery guidelines and rules for Exorigo-Upos business are contained in a separate document – “Anti-corruption Policy of Exorigo-Upos S.A.” 
  2. Avoiding offering improper gifts  – Exorigo-Upos and its employees do not offer any of its clients, business partners, state officers gifts in order to obtain or retain business advantages or to influence their decision. In relation to the business activities neither the Group nor its employees offer, promise, authorise, give or accept any gifts, loans, fees, rewards or another advantages in the form of an incentive to take any unfair, illegal or trust-undermining actions, in order to obtain or receive a business offer or to direct business activity in a specific way or to obtain any other improper advantage. Given the above standards, improper performances include but are not limited to: a proposal, a promise, an authorisation or remuneration in form of any values in order to facilitate routine administrative or business activities. Invitations to participate in internal training, professional courses or entertainment events of a substantial value, addressed to employees, are assessed for compliance with the Group’s applicable HR policy. The detailed anti-corruption guidelines and rules for Exorigo-Upos business are contained in a separate document – “Anti-corruption Policy of Exorigo-Upos S.A.” 

§ 4. BUSINESS RELATIONSHIPS 

„Your most unhappy customers are your greatest source of learning.”

Bill Gates
  1. Conflict of interest – The Group conducts its business in a transparent manner, observing the rules of free and fair competition, in particular the Group counteracts occurrence of a conflict of interest at all possible levels in the organisation. In case of any actual or potential conflict of interest, the Group defines internally the conflicting (or potentially conflicting) interests as well as takes measures to withdraw from the interests or from discussing or voting in respect of such conflicting (or potentially conflicting) interests. It is our objective to acquire clients acting ethically. In our business each time we commit to act with the observance of applicable provisions of anti-monopoly laws and laws regarding the protection of completion. Penalties for a breach of such provisions may be sever and may expose the Group to various sanctions and legal liability. 
  2. Communication – The most important principles in the contacts with our partners and clients are respect and openness to their needs. We communicate with our clients and business partners in a professional, polite and timely manner. First of all we take efforts to ensure that the conversation or the technical or technological information communicated by us is legible and clear for the other party.  
  3. Confidentiality – Confidential information comprises all non-public information which is of market importance or the disclosure of which could be detrimental to the Group or useful for competitors. We are aware that in the course of cooperation we communicate between one another information which is often substantial for the business of each of the parties and such information constitutes considerable economic value for our clients. Hence we treat all confidential information received from clients or business partners as our own information and we take all possible measures to secure the same properly. 
  4. Observing intellectual property rights – Exorigo-Upos respects and protects intellectual property rights inter alia by using only such software and information technologies which have been legally acquired and licensed. We use software, hardware and content in compliance with the related licences or terms of use only. Exorigo-Upos conducts regular audits to make sure that the software used is up-to-date and legal. 
  5. Protection of personal data – We put special emphasis on the observance and protection of personal data of our clients, employees, associates and other entities with whom we cooperate. Apart from the generally applicable provisions of law, in our Group we have implemented policies and procedures intended to protect as broadly as possible personal data processed by the Group. The person responsible for supervising the compliance with provisions regarding the protection of personal data is the appointed Data Protection Officer.
  6. Third parties’ compliance with rules – All third parties concluding commercial agreements with the Group are expected to observe generally applicable anti-corruption rules. Where justified by the nature of the given contractual obligations – in agreements concluded it is the Group’s intention to collect from the existing and new contracting parties a declaration that no part of the consideration received under the agreement will be used to finance illegal or unethical business practices, and in particular to provide undue financial advantage to public officers or business entities.

§ 5. CORPORATE GOVERNANCE  

„Order has to be cared of, disorder takes care of itself.”

Tadeusz Kotarbiński
  1. Legal transparency – In our business we comply with applicable provisions of law. The principles of corporate governance ensure timely disclosure of reliable information regarding all material issues conceding the Group, including information regarding the financial position and performance. All commercial transactions are documented, recorded and archived. Books of accounts are audited on a regular basis, and financial statements are filed with relevant registers or repositories. Furthermore, we follow a transparent information policy using modern technologies, inter alia, key Group information is posted on the website, which is updated on a regular basis and is publicly accessible. Any and all procedures, policies or regulations are available to our employees. Employees are also familiarised with the same before they commence work.
  2. Organisational structure – The Group updates the organisational structure as required and takes care that the registration data are up to date. Within the organisation, procedures and policies for management board members and supervisory board members are resolved, and members of particular authorities must follow such procedures and policies while performing their duties. 
  3. Audits – Apart from mandatory audits of financial statements, Exorigo-Upos aims to have its procedures, policies and regulations audited by external CSR/ESG auditors. The Group will seek to implement any and all comments and proposals from the external independent auditors. In respect of ISO certificates held, Exorigo-Upos is subject to audit by accredited entities no less than once a year. 
  4. Risk management  – Exorigo-Upos identifies on an ongoing basis, documents and manages, basic risks which may affect the organisation and its business continuity. 
  5. Protection and proper use of the Company’s assets  – The Group and its Employees are obliged to protect the assets of the Group Companies, ensuring that they are effectively and lawfully used for the purpose of their business activity.
  6. Socially responsible business – As part of its social commitment, Exorigo-Upos engages periodically in charitable activities, in which our employees and associates actively participate. We support and encourage employees to live an active lifestyle and to pursue their passions. There are sport clubs, inter alia, a jogging and a cycling club, operating in the organisation. We are open to cooperation with young ambitious persons wishing to gain their first professional experience with a provider of innovative IT solutions. We organise internship and are willing to establish long-term cooperation with the best interns.

§ 6. ENVIRONMENT   

„Be the change you want to see in the world.”

Mahatma Gandhi
  1. Environmental management and compliance – The Group is committed to comply with all applicable provisions and regulations regarding environmental protection. Where there is an obligation to obtain relevant permits, regulatory consents and registrations required by environmental provisions, Exorigo-Upos takes measures to obtain such documents and to retain the same for a period required by law. Exorigo-Upos takes environmental management efforts aimed at monitoring and mitigating the dangers related to the Group’s business. It is the Group’s objective to conduct its business in accordance with the provisions of ISO 14001. 
  2. Waste management – Exorigo-Upos complies with all national and local regulations regarding waste management, inter alia concerning transport, processing or storage of waste. We seek to introduce a waste management storage strategy aimed at waste prevention, reduction, re-use, recycling, and energy recovery. 
  3. Energy use management and CO2 emission – Exorigo-Upos conducts business energy audits on a regular basis. Furthermore, it plans to carry out periodical verification of the Group’s CO2 emission level and to seek to reduce CO2 emission in its day-to-day business.

§ 7. IMPLEMENTATION AND ENFORCEMENT OF THE RULES SET OUT IN THE CODE  

  1. Implementation of the Code  – The provisions of the Code – which is a kind of “Constitution” – provide the minimum level of protection. Where provisions of law or other internal regulations are found to govern the same issues, the provisions which provider more far-reaching protection shall apply. The Management Board undertakes to assess the compliance with the rules set out in the Code on a regular basis and to update the contents thereof based on opinions and findings. The Code is disseminated by the HR Department of Exorigo-Upos S.A. and is generally available on the platform used for internal communication with employees and associates (Sharepoint). The Code comes into force 14 days after it is communicated to employees in accordance with internal rules – by placing it on the company Sharepoint platform. The Code supersedes the previous code of conduct and the anti-corruption policy of the Exorigo-Upos Group of August 2017. 
  2. Breach of the Code – None of the persons employed or cooperating with Exorigo-Upos may infringe or order others to infirnge the provisions of the Code. Non-compliance with the provisions of the Code by each employee or associate shall be treated as a serious breach of trust and may result in professional or legal consequences. Persons who are aware of a breach of any rules under the Code or other Codes, Policies or Regulations should report the same e.g. in writing, sending a traditional letter addressed to “Exorigo-Upos S.A., ul. Skierniewicka 10A, 01-230 Warszawa” with a note “Whistleblowing” or by e-mail to complianceofficer@exorigo-upos.pl. If the report relates to members of the Management Board of the Group, it should be made to the President of the Management Board. If the report relates to the President of the Management Board, it should be addressed to the Chair of the Supervisory Board. Furthermore, each person may make a report in accordance with the “Internal whistleblowing policy setting out the internal procedure for reporting breaches of law at Exorigo-Upos S.A. and its member companies”.