1.COMPLIANCE WITH LAWS AND REGULATIONS
Integrity is the basis of our business.
We know that it is not only about achieving business goals, but also about HOW we achieve them. Our customers, our business partners, our shareholders, our lenders, the public and, last but not least, we as employees expect all of us to act with integrity in our business relationships. In other words: honest.fair.transparent.
To achieve this, there are two complementary approaches. On the one hand, we give ourselves clear rules: what is allowed, but also what is not allowed. Of course, we adhere to the legal regulations and to our internal rules, i.e. the Code of Conduct, the rules and procedures. Our Code of Ethics is NFON-Group's central behavioural guideline. It summarizes the most important rules and regulations that apply to management and all employees. Guidelines provide us with detailed and concrete assistance on how to conduct ourselves in important areas of business life in our day-to-day business.
The second approach supplements the rules. Everyone knows that there cannot be a previously established rule for every decision-making situation. But how do we behave in cases that are not regulated in advance? The answer: ethically and with integrity, i.e. "honest.fair.transparent"! In order to make this a matter of course, "integrity" has been incorporated into the NFON Group's values and is taken into account in human resources and corporate social responsibility policy instruments.
Integrity takes priority over short-term business success. In case of doubt, we refrain from accepting an order or entering in an obligation.
The NFON-Group supports the highest standards in carrying out its activities, in particular through respect for human rights, labour laws and the environment. Every employee is obliged to behave with integrity and to observe all applicable rights and regulations within the scope of his or her professional activities.
The Code applies to all areas of NFON-Group’s business and to its direct suppliers contractors and licensees. NFON requires all direct suppliers to observe the provisions of this Code and requires that such suppliers, in turn, obtain similar compliance with its provisions from their suppliers. All parties to whom this Code applies are required to comply with applicable national and international laws. Where the provisions of this Code afford greater protection than national law, the terms of this Code prevail.
2. RESPECT FOR PEOPLE
a. Occupational health and safety at work
The safety of its employees is a major concern of the NFON-Group and must never be compromised by efforts to increase efficiency. Every employee has the right to work in safe and healthy conditions and to contribute to this by acting responsibly. The requirements of the security policy apply to all employees, subcontractors and service providers. All employees are obliged to observe the safety, hygiene and health regulations applicable to their workplace and to participate in possible training courses in these areas.
b. Prevention of discriminatory acts
In principle, the NFON-Group offers all employees equal opportunities for professional recognition and career advancement, regardless of origin, gender, creed or physical condition, and does not tolerate any form of discrimination or harassment.
c. Respect for third parties
Every employee is obliged to participate in the fulfilment of obligations towards partners, in particular towards customers, suppliers and authorities, and to behave objectively and fairly in dealing with them.
NFON-Group assures and all business partners ensure that workers and employees are paid at least the legal or industry minimum wage level, whichever is higher. Overtime must be remunerated with statutory or industry standard bonuses. The wages paid should be sufficient to cover the basic needs of the employees. All employees must receive at least the social benefits prescribed by law.
Illegal and unjustified wage deductions as direct or indirect disciplinary measures are prohibited. In addition, employees and workers must be regularly informed of the full composition of their wages in a manner they understand. Wages must be paid in a way that is practical for the employee (e.g. by cheque or bank transfer).
e. Forced Labour and modern slavery
The NFON-Group rejects any form of forced labour. We are committed to acting ethically and with integrity in our business dealings and relationships and to implementing and enforcing systems and controls to ensure modern slavery is not taking place in our own business or in our supply chains.
f. Child labour
The NFON-Group observes the United Nations regulations on human and children's rights.
In particular, the Group undertakes to comply with the Convention concerning the Minimum Age for Admission to Employment (Convention 138 of the International Labour Organisation) and the Convention concerning the Prohibition and Immediate Action for the Elimination of the Worst Forms of Child Labour (Convention 182 of the International Labour Organisation).
If a national regulation on child labour provides for stricter standards, these must be observed as a matter of priority.
g. Human rights
The NFON-Group respects and supports compliance with internationally recognized human rights.
3. RESPECT FOR THE ENVIRONMENT
Respect for the environment and the conservation of natural resources both in the context of our own business activities and those of our customers are among our main concerns. Each employee is required to support these efforts and obligations.
4. SOCIAL COMMITMENT
NFON takes responsibility. Social commitment shows consideration for others. There are a variety of possibilities to get involved in social activities and to support them with our help. The NFON-Group is involved in projects that serve a social purpose.
5. COMPLIANCE WITH COMPETITION LAW
Competition law applies to every aspect of a company's business activities: negotiations with customers and suppliers, contacts with competitors, marketing and sales promotion. In particular, the following is prohibited: Agreements or even discussions of any kind with competitors about pricing or other business conditions, production restrictions and the division of customers or trade areas.
Every employee is required to comply with competition law, as a violation of the regulations can entail serious risks for the company, its employees and shareholders. The law provides for penalties that can have drastic consequences for private individuals and extremely detrimental consequences for legal entities and may cause considerable damage to a company's reputation.
6. COMPLIANCE WITH INSIDER TRADING REGULATIONS
Any employee who has information whose disclosure could have an impact on the stock exchange price of NFON shares is according to German stock market law (WpHG) obliged to keep this information confidential and may not conduct any transactions with NFON shares or recommend to third parties to conduct or have such transactions carried out.
7. PREVENTION OF CONFLICTS OF INTEREST
a. Connections to competitors, customers or suppliers
Every employee is obliged to avoid situations of any kind that constitute a conflict between his personal interests and those of the NFON-Group. This applies, for example, in cases where an employee works for a customer, supplier or competitor at the same time or directly or indirectly holds a significant interest in such persons. Every employee with a potential conflict of interest is requested to inform his or her immediate superior about the situation.
b. Compliance with corruption regulations
It is prohibited in any way, either directly or through an intermediary, to purchase, offer or grant unjustified benefits from a private individual or a representative of any country in order to obtain preferential treatment or to influence the outcome of a negotiation in which NFON is involved. Reference to the NFON Code of Conduct is made.
c. Payments, gifts and benefits
No employee may accept or offer such benefits to any competitor, customer or supplier of the NFON-Group for unlawful or inappropriate payments, gifts or other benefits. Exceptions may be accepted for gifts and invitations of minor value that are not paid out in cash, are in accordance with business practice and do not violate any laws and regulations. Again reference to the NFON Code of Conduct is made.
8. PROTECTION OF NFON ACTIVITIES
a. Protection of information
As already set forth in our employment contracts, every employee is obliged to adequately protect and keep secret non-public strategic, financial, technical and business data and documents whose disclosure to third parties could harm the interests of the NFON-Group.
All personal data, both professional and private, are also confidential and are subject to all security measures necessary to prevent incorrect or improper changes or disclosure.
The confidentiality obligation also applies to information provided by partners and customers. All employees are required to comply with the above-mentioned rules for information protection.
The duty of confidentiality also exists after an employee leaves the company.
b. Protection of assets and resources
Each employee is responsible for protecting the NFON-Group's assets and resources such as industrial property rights, know how, equipment and financial or cash assets. These resources or assets must be used in accordance with their intended purpose and within the framework established for this purpose.
Use for personal purposes is prohibited unless expressly authorised by a duly authorised person in accordance with the procedures laid down for this purpose.
Finally, it is the responsibility of each employee to protect the NFON-Group's assets and resources from damage, improper alteration, fraud, loss or theft.
9. TRANSPARENCY AND INTEGRITY OF INFORMATION
The NFON-Group strives for maximum transparency and the highest standards regarding the integrity and reliability of financial, accounting and management information processed or communicated. Any employee involved in the creation, analysis, archiving or dissemination of such information is obliged to carry out these activities honestly and transparently.
10. INTERNAL CONTROL AND AUDIT
The NFON-Group's internal control systems (in particular for compliance with laws, regulations, policies and procedures, asset protection and the reliability of financial data) support the control of the NFON-Group's business, operational efficiency and the effective use of resources.
Each employee is required to contribute to the effectiveness of the internal control systems and to cooperate in internal and external audits (to evaluate these systems), in particular through diligence and transparency in the provision of requested information.
11. VIOLATIONS OF THE CODE OF ETHICS
In the event of a violation of this Code of Ethics, the respective NFON employee will be disciplined in accordance with the severity of the violation in relation to the company's regulations and local law. Before deciding on sanctions, the entity manager will consult the relevant legal department and the human resources department and inform the relevant employee of the decisions on the sanctions. In the event of violations of laws and regulations, NFON employees are held responsible for their actions and may be subject to legal action and related sanctions (civil or criminal) by the competent authorities.
12. IMPLEMENTATION OF THE CODE OF ETHICS
If an NFON employee has doubts about the application of the rules set out in this document in a particular situation, he or she is requested to contact his or her immediate manager, the NFON-Group Human Resources Department or the NFON-Group Compliance Officer.
To the extent permitted and applicable by law and regulation, any NFON employee or third person who witnesses conduct that he or she deems inappropriate and that falls within the scope of this Code of Ethics is required to report it to his or her immediate manager, the NFON Human Resources Department or the NFON-Group Compliance Officer. Alternatively, he or she can report it to NFON's Ombuds person (https://corporate.nfon.com/en/compliance-nfon/whistleblowing). Such reports are handled with integrity, confidentiality and in accordance with applicable laws and regulations. An employee who has reported a possible violation of this Code of Ethics in good faith is not subject to any disciplinary or retaliatory action of any kind in connection with the reporting.