This Ethical Code (the “Code”) sets forth legal and ethical standards of conduct for all employees of Nordiko Technical Services Limited. This Code is intended to deter wrongdoing and to promote the conduct of all Company business in accordance with high standards of integrity and in compliance with all applicable laws and regulations. This Code applies to Nordiko Technical Services Limited and all of its subsidiaries (referred to as Nordiko or the Company) and other business entities controlled by it worldwide.
If you have any questions regarding this Code or its application to you in any situation, you should contact your supervisor, the Company Secretary or the Director.
Compliance with the Law
The Company requires that all employees comply with all laws, rules and regulations applicable to the Company wherever it does business. You are expected to use good judgement and common sense in seeking to comply with all applicable laws, rules and regulations and to seek advice when you are uncertain about them.
If you become aware of the violation of any law, rule or regulation by the Company, it is your responsibility to promptly report the matter to your supervisor or another member of management. While it is the Company’s desire to address matters internally, nothing in this Code should discourage you from reporting any illegal activity. No discrimination against an employee because he or she in good faith reports any such violation shall result from such reporting. This Code will not be construed to prohibit you from testifying, participating or otherwise assisting in ay investigation or legal proceedings.
Conflicts of Interest
Every employee is expected to conduct business within guidelines that prohibit actual and potential conflicts of interest. An actual or potential conflict of interest occurs when an employee, officer and director is in a position to influence a decision that may result in a personal gain for that employee (or relative or significant other) as a result of Nordiko’s business dealings. (See below for the definition of “relative” and “significant other”) For instance, personal gain may result when an employee (or relative or significant other) has significant ownership in a company with which Nordiko does business, or when any kickback, bribe, substantial gift, or special consideration is provided to such person by a third party as a consequence of such person’s involvement in a Nordiko business transaction.
If you have any influence on transactions involving purchases, contracts, leases or other corporate affairs, it is critical that you disclose the possibility of any actual or potential conflict of interest so that safeguards can be established to protect you, Nordiko and any third parties involved in the transaction.
Therefore, in addition to the generality of the above statement, employees must not:
Invest in a significant supplier, significant customer or significant competitor of the Company. Investments in mutual or pension funds or investments representing less than one percent (1%) of the outstanding shares of a publicly held company does not constitute a conflict of interest;
Use Nordiko’s name, property, proprietary or confidential information or goodwill for personal gain or for the direct financial gain of any relative or significant other of such employee;
Perform services as a consultant, employee, officer, director, advisor or in any other capacity, for a significant customer, significant supplier or direct competitor of the Company, other than at the written request of the Company; or
Engage in any other activity or have any other interest that has previously been disclosed to the Company Secretary and has been determined to constitute an improper conflict of interest.
A “close relative” means a spouse, dependent child or any other person living in the same home with the employee, officer or director. “Immediate family” means a close relative and a parent, sibling, child, mother- or father-in-Iaw, son- or daughter-in-Iaw or brother- or sister-in-Iaw. A “significant customer” is a customer that has made during the Company’s last full fiscal year, or proposes to make during the Company’s current fiscal year, payments to the Company for property or services in excess of five (5) percent of (i) the Company’s consolidated gross revenues for its last full fiscal year or (ii) the customer’s consolidated gross revenues for its last full fiscal year. A “significant supplier” is a supplier to which the Company has made during the Company’s last full fiscal year, or proposes to make during the Company’s current fiscal year, payments for property or services in excess of five (5) percent of (i) the Company’s consolidated gross revenues for its last full fiscal year or (ii) the customer’s consolidated gross revenues for its last full fiscal year. A significant competitor is defined as an entity for which the sale of competitive products and services during its last full fiscal year are in excess of five percent (5%) of that entities gross revenues from all sources during its last fiscal year.
It is your responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the Company Secretary.
Employees must maintain the confidentiality of confidential information entrusted to them by the Company or other companies, including our suppliers and customers, except when disclosure is authorised by a supervisor or legally mandated. Unauthorised disclosure of any confidential information is prohibited. Additionally, employees should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated within the Company except to employees who have a need to know such information to perform their responsibilities for the Company.
To protect the confidentiality of the Company’s research and development of products and markets, all employees and officers are required to sign a Confidential Information Agreement as a condition of their employment. By signing that agreement, all employee agree to, among other things, the following:
All employees must not disclose or in any other way make use of Company trade secrets and confidential information, except for Nordiko’s business purposes;
All files, records, drawings, notes and other documents will be and will remain the property of the Company; and
Any and all inventions, improvements, or discoveries related to the Company’s business that an employee or officer make while employed by the Company shall be and shall remain the property of the Company except as explicitly defined in local laws.
A copy of the Confidential Information Agreement is available from Human Resources.
Third parties may ask you for information concerning the Company. Employees must not discuss internal Company matters with, or disseminate internal Company information to, anyone outside the Company, except as required in the performance of their Company duties and with careful consideration of the benefits and risks of disclosure. If you determine in consultation with appropriate Nordiko management that disclosure of confidential information is necessary, you must ensure than an appropriate confidentiality agreement is in place.
Employees also must abide by any lawful obligations that they have to their former employer. These obligations may include restrictions on the use and disclosure of confidential information, restrictions on the solicitation of former colleagues to work at the Company and non-competition obligations.
Third parties may provide you with confidential information about their products or business plan to permit Nordiko to evaluate a potential business relationship. Employees should never accept information offered by a third party that is represented as confidential, or which appears from the context or circumstances to be confidential, unless an appropriate non disclosure agreement has been signed with the party offering the information. Employees must take special care to handle the confidential information of others responsibility and in accordance with any agreements we have with those parties and only disseminate to other Nordiko employees on a need to know basis. Any notes you make in respect of confidential information should also be treated with the same care and be marked as confidential.
The Director of Nordiko, in consultation with outside legal counsel can provide non- disclosure agreements to fit any particular situation, and will help guide appropriate execution of such agreements. Even after a non-disclosure agreement is in place, employees, officers and directors should accept only the information necessary to accomplish the purpose of receiving it, such as a decision on whether to proceed to negotiate a deal. If more detailed or extensive confidential information is offered and it is not necessary for your immediate purposes, it should be refused or promptly returned.
Employees should not obtain confidential competitive information by improper means and should not contact a competitor regarding their competitive information.
Honest Conduct and Fair Dealing
Employees should endeavour to deal honestly and fairly with the Company’s suppliers, customers, competitors and employees. Statements regarding the Company’s products and services must not be knowingly untrue, misleading, deceptive or fraudulent. Employees, officers and directors must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
Employees should be committed to obeying both the letter and spirit of all laws that are designed to encourage and protect free and fair competition. The consequences of not doing so can be severe for all of us. Such laws often regulate Nordiko’s relationships with its distributors, resellers, dealers, and customers and competition laws generally address the following areas: pricing practices (including price discrimination), discounting, terms of sale, credit terms, promotional allowances, secret rebates, exclusive dealerships or distributorships, product bundling, restrictions on carrying competing products, termination, and many other practices.
Employees shall not at any time or under any circumstances enter into an agreement or understanding, written or oral, express or implied, with any competitor concerning prices, discounts, other terms or conditions of sale, profits or profit margins, costs, allocation of product or geographic markets, allocation of customers, limitations on production, boycotts of customers or suppliers, or bids or the intent to bid or even discuss or exchange information on these subjects. In some cases, legitimate joint ventures with competitors may permit exceptions to these rules as may bona fide purchases from or sales to competitors on non-competitive products, but Nordiko’s Director must review all such proposed ventures in advance.
Protection and Proper Use of Corporate Assets
Employees should seek to protect the Company’s assets. Theft, carelessness and waste have a direct impact on the Company’s financial performance. Employees must use the Company’s assets and services primarily for legitimate business purposes of the Company and not for any personal benefit or the personal benefit of anyone else except as provided for in any employment arrangement and in the case of officers and directors appropriately disclosed.
Employees are responsible for complying with any Company procedures for providing access to Company assets and facilities. Nordiko employees are responsible for Nordiko funds over which he or she exercises control and agents and contractors should not be allowed to exercise control over Nordiko funds. Nordiko funds must be used only for Nordiko business purposes and accurate and timely records must support each expenditure, including expense reports.
Employees who have equipment at home or off site (for example computer equipment) should take reasonable precautions to protect it from theft or damage. Human Resources will provide guidance on reasonable precautions as necessary.
Employees should not have any expectation of privacy with respect to information transmitted over, received by, or stored in any electronic communications device owned, leased, or operated in whole or in part by the Company. To the extent permitted by applicable local law, Nordiko retains the right to access any such information at any time, either with or without an employee’s or third party’s knowledge, consent or approval.
Employees should only use software that has been appropriately licensed. Nordiko respects the intellectual property of others and does not condone making or using illegal or unauthorised copies of any software.
Employees must advance the Company’s legitimate interests when the opportunity to do so arises. Employees must not take for themselves personal opportunities that are discovered through their position with the Company or use for themselves property or information of the Company; unless the opportunity is disclosed fully in writing to Nordiko’s Director and the Director declines to pursue such opportunity.
Gifts and Gratuities
The use of Company funds or assets for gifts, gratuities or other favours to employees, officers, directors or government officials is prohibited, except to the extent such gifts are in compliance with applicable law, nominal in amount and not given in consideration or expectation of any action by the recipient.
Employees must not accept, or permit any member of his or her immediate family to accept, any gifts, gratuities or other favours from any customer, supplier or other person doing or seeking to do business with the Company, other than items of nominal value. Any gifts that are not of nominal value should be returned immediately and reported to your supervisor. If immediate return is not practical, they should be given to the Company for charitable disposition or such other disposition as the Company believes appropriate in its sole discretion.
Common sense and moderation should prevail in business entertainment engaged in on behalf of the Company. Employees should provide, or accept, business entertainment to or from anyone doing business with the Company only if the entertainment is intended to serve legitimate business goals.
Bribes and kickbacks are criminal acts, strictly prohibited by law. Employees must not offer, give, solicit or receive any form of bribe, kickback, or other inducement. The Company intends to comply with the anti-corruption laws of the countries in which it does business, including the U.S. Foreign Corrupt Practices Act, which applies to its global business. Employees must not directly or indirectly offer or make a corrupt payment to foreign government officials, including employees of state-owned enterprises, foreign political parties or candidates, or public international organisations.
Accuracy of Books and Records
All Company books, records and accounts should be maintained in reasonable detail to accurately and fairly reflect all of the Company’s transactions and Nordiko shall maintain a system of internal accounting controls sufficient to reinforce policy compliance.
All employees are responsible for following Company procedures for carrying out and reporting business transactions, obtaining the appropriate authorisation from management for those transactions, and retention of appropriate documentation in accordance with the Company’s policy on maintaining and managing records.
All transactions must be fully and accurately recorded in Nordiko’s books and records in compliance with all applicable laws. False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation and approval are strictly prohibited and violate Nordiko policy and the law. Additionally, all documentation supporting a transaction should fully and accurately describe the nature for the transaction and be processed in a timely fashion.
Employees must comply with all local, state, federal, foreign and other applicable laws, rules and regulations with regard to retention of documents.
Employees shall not knowingly fail to implement a system of internal controls or falsify any book, record or account. This policy of accurate and fair recording also applies to an employee’s maintenance of time records, expense accounts and other personal Company records.
Employees shall not interfere with or seek to improperly influence, directly or indirectly, the auditing of the Company’ financial records.
Reporting and Compliance Procedures
Every employee has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Code. Any employee who knows or believes that any other employee, or representative of the Company has engaged or is engaging in conduct that violates this Code should report such information to his or her supervisor, Human Resources representative or to the Director of Nordiko.
The Company shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee who has violated this Code.
Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, and reduction in salary, discharge and restitution. Certain violations of this Code may require the Company to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, up to and including discharge.
Dissemination and Amendment
This Code shall be available to each employee, officer and director of the Company.
The Company reserves the right to amend, alter or terminate this Code at any time for any reason. The most current version of this Code can be obtained from Human Resources.
This document is not an employment contract between the Company and any of its employees, officers or directors.