Compliance with Laws and Regulations
In carrying out their duties and responsibilities, directors and employees must comply with applicable laws, rules and regulations. In addition, if any director or employee becomes aware of any information that he or she believes constitutes evidence of violation of any security or law, rules or regulations applicable to the company or the operation of its business, by the company, any employee or director, then the employee or director should bring such information to the attention of the Chairman of the board or any such person as designated in this regard.
The company holds information and training sessions to promote compliance with applicable laws, rules and regulations, including insider trading laws and it is the responsibility of each director and employee to attend such training sessions.
Insider Trading
Employees and directors should observe all applicable laws and regulations including the company's policies and codes as applicable to them with respect to the purchase and sale of the company's securities.
All non public information about the company should be considered confidential information. To use non public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. A more detailed discussion of the insider trading laws can be found in the company's Code of Conduct for prevention of insider trading.
It is the responsibility of each employee and director to become familiar with and understand these laws, regulations, policies and codes, and to seek further explanations and advice concerning their interpretation, if required.
Encouraging the reporting of illegal or Unethical Behaviour
Directors and employees should endeavor to promote ethical behavior and encourage employees to report evidence of illegal or unethical behavior to appropriate company personnel. It is the policy of the company to not allow retaliation against any employee who makes a good faith report about a possible violation of this code.
Suspected violations of this code may be reported to the Chairman of the board or the Chairman of the Audit Committee. All reported violations will be appropriately investigated. When in doubt of the best course of action in a particular situation, employees are encouraged to talk promptly to their supervisor, managers or the head of Human Resources. Employees are expected to fully cooperate in internal investigations of misconduct.
A director charged with a violation of this code should not participate in a vote of a committee or the board concerning his/her alleged violation, but may be present at a meeting of the Board or of a committee convened for that purpose.
Special reporting obligations and procedures relating to concerns regarding accounting
or auditing practices
Employees should bring to the attention of the Audit Committee of the company's Board of Directors any questions, concerns or complaints they may have regarding accounting, internal accounting controls or auditing matters. The Audit Committee will shortly notify the procedures for:
The receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls and auditing matters; and
The confidential, anonymous submission by employees of concerns regarding what they may perceive as questionable accounting or auditing matters
Record Keeping; Reporting
The company requires honest and accurate recording and reporting of information in order to make responsible business decisions. All of the company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the company's transactions and must conform both to applicable legal requirements and to the company's system of internal controls. Records and documents should always be retained or destroyed according to the company's record retention policies. The company shall provide full, fair, accurate, timely, and understandable disclosure in all reports and documents that it files with, or submits to, any governmental agency or securities exchange, and in other public communications made by the registrant.
No Rights Created
This code sets forth guidelines for conduct of the employees, officers and directors of the company. This code is not an expressed or implied contract of employment and does not create any contractual rights of any kind between the company and its employees. In addition, all employees should understand that the code does not modify their employment relationship, whether at will or governed by contract. All references in this code to employees shall include officers.
Waivers and Amendments.
Any amendment to this code must be approved by the Board of Directors and publicly disclosed as required by any applicable law or regulation.
Any waiver of this code for the benefit of any employees, officer or director of the company may be made only by the company's Board of Directors and shall be disclosed promptly as required by applicable laws and regulations including the rules of any exchange on which the company's securities are listed or traded.
Compliance Standards and Procedures
We must all work to ensure prompt and consistent action against violations of this code. However, in some situations there may be "grey areas" for which it may be difficult to know the right thing to do. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are some steps to keep in mind:
Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible for auditing matters; and
Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you ave. Use your judgment and common sense; if something seems unethical or improper, it probably is.
Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
the question, and will appreciate being brought into the decision making process. Remember that it is your supervisor's responsibility to help
solve problems.
Seek help from the Company's resources. In the rare case in which it may not be appropriate to discuss an issue with your supervisor or where you do not
feel comfortable approaching your supervisor with your question, discuss it with the Head of human resources.
Your report of violations of this Code is in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity
will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of violations of this Code or questionable
accounting or auditing matters. "Good faith" does not mean that you have to be right - but it does mean that you believe that you are providing truthful
information. The important thing is that you bring your question or concern to our attention through one of the available channels.
Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.