1. General

Innovad believes that success depends upon creating and maintaining a relation of trust and professionalism with its main stakeholders, namely its employees, commercial partners, shareholders, government authorities and the general public.

This Code of Conduct is fundamental to creating and maintaining such trust. Its main purpose is to ensure that all persons acting on behalf of Innovad perform their activities in an ethical way and in accordance with laws and regulations and with the standards Innovad sets through its policies, guidelines and rules.

This Code of Conduct provides a framework for responsible conduct at Innovad, but is not exhaustive. Innovad employees should always strive to exercise good judgment, care and consideration in their daily work.

2. Scope and responsibility

The Code of Conduct applies to all Innovad employees and partners worldwide, including temporary personnel, and to any other person or entity acting on its behalf (“Innovad Representatives”). Subsidiaries that are not majority owned are expected to ensure their compliance with the Code. In case of non-compliance, the situation must be reported and the continuation of Innovad’s involvement will be assessed.

All employees must avoid acting, or encouraging others to act contrary to this Code of Conduct, even if such acts may appear to be in Innovad's interest.

Violations of this Code of Conduct will not be tolerated and may, in accordance with relevant legislation, lead to internal disciplinary actions, dismissal or even criminal prosecution. Each case shall be reviewed objectively in full recognition of the circumstances.

Should improper practices or irregularities occur within the Group, necessary corrections and remedial action to prevent recurrence will be taken.

3. Personal conduct

All Innovad employees or representatives are expected to conduct business and behave impeccably towards business partners, colleagues, and others. This includes being sensitive to and respecting foreign cultures and customs. Innovad does not accept any form of harassment, discrimination or other behaviour that colleagues or business partners may regard as offensive or degrading.

4. Equal opportunities and diversity

Innovad is committed to an inclusive work culture and appreciates and recognizes that all people are unique and valuable, and should be respected for their individual abilities. Innovad does not accept any form of harassment or discrimination on the basis of gender, religion, race, national or ethnic origin, cultural background, social group, disability, sexual orientation, marital status, age or political opinion.

Innovad provides equal employment opportunity and treats all employees fairly. Innovad employees and business units use only merit, qualifications and other professional criteria as the basis for employee-related decisions, regarding for instance recruitment, training, compensation and promotion.

5. Conflict of interest and integrity

All Innovad employees or representatives are forbidden from seeking to obtain advantages for themselves (or for any close relations) that are improper or in other way may harm Innovad’s interests, including financial performance, environment health, safety, security or commercial and public reputation.

It is forbidden to take part in or seek to influence any decision under circumstances that can give rise to an actual or perceived conflict of interest. Such circumstances may be a personal interest in the subject matter – economically or otherwise – whether directly or through a close relation.

6. Bribes, gifts and favours

It is forbidden to obtain or retain business or to gain any other improper advantage in the conduct of business, by offering, promising or giving any undue advantage to a public official with a view to making that person act or refrain from acting in relation to the performance of her/his official duties. This applies regardless whether the advantage is offered directly or through an intermediary.

Gifts and other favours can only be given or granted to business partners provided that they are modest, both with respect to value and frequency, and provided the time and place are appropriate. While such gifts should comply with locally accepted good business practice, it is not permitted to offer business partners monetary or other favors that may affect or appear to affect any employee’s integrity or independence.

Innovad employees or representatives are not permitted to accept from business partners monetary or other favors that may affect or appear to affect their integrity or independence.

Gifts and other favors can only be accepted to the extent they are modest, both with respect to value and frequency, and provided the time and place are appropriate. Traditional and modest gifts such as wine bottles or chocolate boxes received during or related to festive periods will be handed over to the HR Manager, who will distribute these to all members of personnel, through a lottery system. Members of management are not allowed to participate in the lottery.

Any employee who is offered, has received or feels pressured to provide favors beyond common courtesy gifts must, without delay, notify the HR Manager or the CEO.

7. Financial interests in other businesses

All Innovad employees or representatives and any member of their immediate family should avoid having a personal ownership interest – directly or indirectly – whether as an investor, lender, employee or other service provider in any other enterprise if it may compromise or appear to compromise their loyalty to Innovad. Before making an investment in a Company that competes with Innovad or does business with Innovad (such as a supplier), other than acquiring less than 5 percent (5%) of a listed company, employees must consult the HR Manager, or the CEO. Special attention should in all circumstances be given to potential conflicts of interest as described in section 5. above.

8. Activities with a competitor, supplier or other business associates

Before engaging in any activity that may be perceived to promote the interests of a competitor or a supplier or other business partner at the expense of Innovad’s interests, including serving on the board of such Company, employees shall consult with the HR Manager, or the CEO. Innovad employees may not market products or services in competition with Innovad’s business activities or broader interests.

9. Confidential information

Information, intellectual property such as copyrights, trade secrets and trademarks and innovative ideas are valuable Innovad assets. These intangible assets must be appropriately managed and protected. Innovad’s general policy of openness and transparency shall not prevent appropriate protection of information that may be of value to Innovad’s business interests.

Information other than general business knowledge and general work experience that becomes known to employees in connection with performance of their work must be regarded and treated as confidential.

10. Safeguarding assets and records

Safeguarding assets and records of Innovad’s, customers and other business partners is the responsibility of all Innovad employees and representatives. All such assets shall be used and maintained with care and respect while guarding against waste and abuse. The use of Innovad time, materials, financial assets or facilities for purposes not directly related to Innovad business is prohibited without authorization. The same applies to the removal or borrowing of Innovad assets without permission.

11. Compliance with laws - general

All Innovad employees must comply with all applicable laws and regulations when conducting business on behalf of Innovad. Assisting or participating in breach of laws by business partners is strictly prohibited, whether it constitutes an illegal act, for Innovad or for the employee concerned. Every employee is responsible for seeking to acquire a sufficient understanding of the applicable laws and regulations as they apply to their job.

12. Antitrust and competition

All Innovad employees are expected to comply with applicable antitrust and competition laws. It is forbidden to participate in price-fixing, cartels or any other illegal activities harmful to competition.

13. Maintaining records

Innovad is committed to transparency and accuracy in all its dealings, while respecting confidentiality obligations. All Innovad employees or representatives have the responsibility to maintain necessary records of Innovad’s business, business relations and transactions. No false, misleading or artificial entries shall be made on Innovad’s books or records. All transactions must be fully and completely documented and recorded in Innovad’s accounting records.

14. Know your clients and suppliers

In so far as is feasible, Innovad employees and partners will continuously strive to know customers and suppliers through direct contact and exchange, in order to identify who they are, and who they benefit, including UBO’s. Any doubt or worry in the field shall be reported to the CEO who will assess the necessity for further clarification. Innovad does not conduct business with any person or entity targeted by international sanctions.

15. No rights created

This Code of Conduct is a statement of certain fundamental Innovad principles, policies and procedures that govern Innovad’s employees and representatives. It does not create any right for any customer, supplier, competitor, shareholder or any other person or entity.