1. Goal of the Code of Conduct

Responsible Business Practices is one of the core values of our company. We wish to convince our clients and business partners through quality and service and to provide them with the reliability and responsibility they expect from us. Compliance with the rules and laws is a matter of course for us. Corruption, price agreements, and other ways of behaving contrary to the rules are not tolerated and will have consequences. The Code of Conduct gives you as employees the opportunity to develop freely in business within the framework of the standards. It provides you with security in your dealings with clients, business partners, and other employees. Bearing this goal in mind, Coeus Solutions and the associated companies shall comply with the following Code of Conduct. Our aim is to set up adequate compliance  –  standards to comply with national and international laws. It contains fundamental principles and rules to implement a value – focussed, ethical, and legal company management. The Code of Conduct in this regard creates a uniform vision throughout the group and gives our clients and business partners trust in the business relationship]

2. Area of Application

The Code of Conduct is a group regulation of  Coeus and applies for the association with clients,  as well as reviewers, suppliers, and other contract partners throughout the group as well as with employees. 

The regulations to be applied to eKomi and the affiliated companies basically regulate the behavior towards clients, business partners and employees as well as towards the public with regard to competition and cartel rights, corruption, conflicts of interest, communication, and sustainability. 

This Code of Conduct contains only such limitations that are necessary to meet the requirements of national and international laws. 

3. Principle Rule of Conduct

1 | Every employee must respect and follow the rules and regulations within which he/she acts.  Upon non-adherence every employee must reckon with disciplinary consequences independently of the applicable legal sanctions in each case. 

2 | Everyone has rights regarding protection from discrimination, whether being an employee or a third party. It is thus of great significance for us to heed the worth of individuals and their personal rights. No one may be treated badly or be put at a  disadvantage on grounds of race or ethical origin,  skin color, nationality, religion or belief, sex, age, body, appearance, or sexual identity. 

3 | Information that supports racial hatred,  glorification of violence or other crimes, or calls for such acts may not be downloaded or transmitted in our company in any case at all. 

4 | We make our business decisions on the basis of factual and financial arguments, not for irrelevant reasons. 

5 | A friendly, respectful, factual, and fair behavior in association with employees and third parties, for example, clients, is a matter of course for us. 

6 | A good image is particularly important for our company. Law-breaking action and unfair practices damage this image. Every employee is thus bound to promote the good image of the company and avert damages. 

7 | The Managers have a special responsibility to implement the Code of Conduct. They set the example and must ensure that there are no breaches of the regulations in their respective areas of responsibility that could have been averted by appropriate supervision and organization. The Managers remain responsible for their departments even if individual tasks have been delegated.

Obligation of the Managers: 

  • Care in the selection of employees 
  • Precise and binding instruction to the employees. The targets must be clearly formulated, ambitious and realistic at the same time 
  • Promotion of the employees in their development 
  • Targeted and ongoing monitoring for compliance with the legal regulations and internal rules 
  • Being a role model in dealings with clients, business partners, and employees 

4. Competition and Antitrust Law 

The competition and antitrust law is a significant instrument to protect fair competition and the development of a free-market economy. Breaches against the antitrust law applicable in the different countries, particularly against the European and  US-American cartel law, may cause severe problems for Coeus and its  existence. Breaches of the antitrust law may result in severe penalties, damage compensation claims, exclusion from public contracts, and loss of image. The employees might face personal consequences that could even result in a prison sentence. The strictest antitrust law prohibitions are against 

  • Price agreements 
  • Agreement on market shares 
  • Capacity agreements 
  • Apportionment of regional markets
  • Apportionment of clients 
  • Price fixing 

Every employee is obliged to heed the rules of fair competition. Thus the following principles apply: 

1| No agreements or agreed on ways of behavior with competitors regarding prices, price increases,  conditions or capacities, including profits, profit margins, costs, sales and marketing methods or other factors relevant to competition, which determine or influence our behavior, with the aim or the consequence of preventing limited or falsifying competition. 

2| No agreements with competitors regarding renunciation of competition, the limitation of business relationships, the issue of sham offers on listings, or regarding the apportionment of clients,  markets, market areas, or the product portfolio. 

3| No influencing of the resale price or other business conditions of our clients, or attempts to prevent the export or import of the products we deal in. 

4| No unreliable exchange of confidential information with competitors. 

5| No industrial espionage, bribery, theft, or deliberate transmittal of false information regarding our competitors, their products, or services. 

As the antitrust law is very comprehensive and judgment can be difficult on grounds of different legal norms, please consult the legal department in any case of doubt. 

5. Association with Clients and Business Partners 

5.1 Corruption 

As a company, we are obliged to act with integrity in association with our clients and business partners. Corruption may cause serious consequences for the company and the employees concerned. In many countries corruption is considered a crime, regardless of whether it happens domestically or abroad. Corruption will thus not be condoned under any circumstances at  Coeus. It is forbidden to influence business partners or clients – either with presents or by granting other advantages. This applies in particular in connection with representatives of authorities or public institutions as well as other public officers. This also applies to the acceptance of benefits, even if they are indirectly given for example to friends, relatives, or associations. Such benefits might be cash, invitations to events, flight tickets, hotel accommodation, employment of relatives or friends, special discounts in the private sector, but also expensive hospitality. 

The acceptance or granting of benefits must be compliant with the laws and our internal rules. 

The following principles are to be followed in this  regard: 

1| The granting and acceptance of benefits may not take place in connection with the approach, assignment, or settlement of order. Even the slight impression of a connection must be strictly avoided. 

2| In any case, it is forbidden to demand any personal benefits. 

3| Cash sums or similar must not be offered or granted. 

4| Presents and benefits must comply with the legal regulations and must be insignificant to the legal regulations of the giver and the receiver.  

Please contact the legal department in any case of doubt.

5.2 Contracting of Business Partners and  Suppliers 

The support of consultants, mediators, or other business partners is essential for the fulfillment of our services. The responsibility of Coeus is to only cooperate with business partners who share our values. 

Thus our employees must heed the following points in contracting service providers or other business partners:  

1| The business partners must recognize their responsibility for fighting corruption and commit themselves to it. 

2| Before granting any contract the image and the reputation of the business partner must be scrupulously checked.

3| Contracts are always agreed in writing, which adhere to the legal regulations and conserve the interests of Coeus. 

In the relationship with our suppliers, we expect the same commitment to ethical and legally compliant management as it applies to ourselves.  Thus the following basic principles are to be adhered to by our suppliers: 

• Adherence to applicable laws 

• Renunciation of corruption 

• Adherence to human rights

• Ban on child labor 

• Protection of worker’s health 

• Promotion of environmental protection 

5.3 Donations and Sponsoring 

As a responsible member of society, Coeus provides money and donations in kind for education and science, sport, art, culture and for social and humanitarian projects. The type and volume of donations are decided on objective criteria and granted within our financial possibilities. 

All donations must be transparent, that is to say, the following principles are to be followed: 

1| The identity of the recipient and the intended use of the donation are known. 

2| The reason for the donation and the purpose for which it is to be used are legally justifiable. 

3| The transparency order applies, that is to say,  allocations, granted seemingly as payment for a  service, but which clearly exceed the value of the service, are forbidden. 

4| No donations are made to political parties on principle, to individuals, profit-oriented organizations, or organizations whose goals oppose the principles of our company. 

In the case of sponsoring it should be ensured that the services offered to Coeus serve our communication and marketing goals and provide us with advertising opportunities. The basis of that is formed by sponsoring contracts with the promoted individual person, the group of people,  the organization, or the responsible event managers. Every sponsorship must be transparent and shall be based only on written contracts that have a serious business purpose. The service in return must be in proportion to what the event manager of the organization offers. Aside from this, the same principles apply as to donations. 

6. Conflicts of Interest 

All employees are obliged to make their business decisions in the best interests of Coeus. Conflicts of interest exist whenever an employee follows his/her own interests at the cost of the company. 

The following principles are hereby to be followed: 

1| An employee must immediately report any conflicts of interest to his line manager.  

2|An employee must not have private contracts carried out by companies, with which he/she has a business relationship, insofar as he/she will gain advantages from this, especially in the form of inappropriate price cuts.  

3| Employees are forbidden to manage a company or to work for a company that is in competition with Coeus; in particular, they may not pursue any activities that compete with Coeus. 

4| All employees must inform the company in writing of any significant shareholdings he/she or a close family member has in a competitor, a client, or a supplier, insofar as this indicates a conflict of interests. A significant shareholding means any direct or indirect shareholding in the capital of 5% or more. 

5| Having secondary employment at a competitor, client, or supplier business is forbidden to employees of our company, at least without the prior written agreement of Coeus. 

7. Communication and Information 

7.1 Confidentiality 

1| Confidential business information and operational secrets may not be divulged to third parties either during the term of employment or after the end of the employment relationship,  insofar as the employee is not specially authorized to do so on grounds of his/her function within the company or has been specially authorized in this regard. 

2| Direct or indirect use of confidential business information for the personal benefit of the employee or third party, or for the disadvantage of Coeus is strictly forbidden either during the employment or after the end of the employment relationship. 

3| All employees are obliged to actively protect confidential information against third parties  (blocking business espionage) pursuant to the valid regulations.

4| The right to informational self-determination of employees, clients, and business partners must be maintained at all times. Conscientious contact with personal data is part of our respect for the privacy of individuals. 

7.2 Reporting and Orderly File Management 

1| All records and files must be managed in a way that guarantees representation at all times. The legal or internal saving terms must be adhered to.  On no account may documents related to authorities or legal procedures be destroyed. 

2| All documents such as financial reports,  accounting documents, sales documents, and environment and security reports must contain the relevant facts regarding the nature of the business process and must be correct, unambiguous, and produced in a timely manner. Breaches of rules in accounting, balance sheet errors and inappropriate documentation cannot be tolerated. 

3| Any communication – for example, letters, fax,  emails, or verbal statements – must be in observance of the proper forms of etiquette and be clear and consistent In content, so that it can be presented to authorities (for example investigative bodies, courts, other state institutions or auditors). 

Inappropriate, incomprehensible, incomplete, or thoughtless statements may cause significant damage to the company, as they can be misinterpreted, misused, or taken out of context. 

7.3 Insider Information 

It is prohibited to use insider information for personal advantage or for the advantage of third parties. 

Insider information is any specific information concerning circumstances not publicly known, that relate directly or indirectly to one or more issuers of financial instruments, one or more financial instruments and which, if it were made public,  might have a significant influence on the stock exchange or market price of the respective security or financial instrument of the company concerned. This would be the case if a sensible investor would consider the information for his investment decision. 

7.4 External Communication 

Official statements of Coeus, in particular to the media, may only be made by explicitly authorized persons. In order to guarantee a uniform appearance and the integrity of communication, employees are obliged to pass on queries from the media, analysts, and similar to the Managing Directors via their line managers.

8. Ecological Sustainability, Employment Security, Ban on Child Labor 

1| We aspire to the responsible use and purchase of natural resources. The efficient use of all resources is an important contribution to sustainable development. 

2| The health of employees lies in the interest of each individual and the company. They are served with the regulation on workers’ protection and occupational safety. Each employee is co-responsible for the safety of his/her department. 

3| The employment of children less than 15 years of age is forbidden at Coeus. 

9. Informed Employees 

Only informed employees are aware of what behavior conforming to the rules means and are in a position to behave accordingly. 

Therefore, Coeus offers training on the topic of  Compliance, and all employees are obliged to participate. 

Following successful participation in this training, each participant shall receive a certificate, which is to be passed on to HR. 

Further to the Code of Conduct for Compliance the Code of Conduct for Data Protection and  Confidentiality also applies. 

Please contact  dataprotection@Coeus-solutions.de for any questions regarding data protection and privacy issues 

Please contact legal@coeus-solutions.de for any questions you may have on the Code of Conduct for  Compliance.