Aress Code of Conduct & Ethics
(Anti-Corruption Policy)

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This Code of Conduct & Ethics defines the key principles for Aress’ continued success. It enables all employees to be guided by good practices that they must apply in difficult situations that they may encounter in their relations within and outside the Group. Where the local laws of the country in which Aress operates differs from the principles set out in the Code of Conduct & Ethics, the more stringent regulation shall prevail, where permitted under applicable law.

The content of the Code of Conduct & Ethics is not exhaustive and additional explanations, examples and recommendations on these principles may be provided in specific policies, training sessions for Aress employees. It shall also be shared with third parties assisting Aress in developing its business, to ensure that everyone understands which behaviour and actions are acceptable and which are not. Therefore, Aress expects all of them to comply with both the letter and the spirit of the Code of Conduct & Ethics, in addition to the laws and regulations of the countries where they operate. The Compliance Officers within the business are available to answer employees’ questions about the Code of Conduct & Ethics and to support them in making the right decisions in carrying out their duties.

Respect for Each Other

An Equal Opportunity Workplace Free of Discrimination or Harassment

At Aress, we strive to provide a work environment free of discrimination and harassment. We are an equal opportunity employer and employment decisions are based on merit and business needs. We are committed to following fair employment practices that provide equal opportunities to all employees. We do not discriminate or allow harassment based on race, color, religion, disability, gender, national origin, sexual orientation, gender identity, gender expression, age, genetic information, military status, or any other legally protected status. At Aress, we value diversity and believe that a diverse workplace builds a competitive advantage.

We must also ensure that we never verbally or physically mistreat others or engage in offensive behavior, and we should not tolerate those who do. This includes harassing, bullying, abusive or intimidating treatment, inappropriate language or gestures, disorderly conduct, violence, and any other conduct that interferes with a co-worker’s ability to do his or her job.

A Safe Place to Work

To work effectively, all of us need a healthy and safe work environment. All forms of substance abuse as well as the use or distribution of drugs and alcohol while at work is prohibited. Unless required as part of your role (for instance for security personnel were deemed necessary), possession and/or use of weapons/firearms or ammunition while on business of the Company is prohibited. All of us should be safe at our place of work. Should you observe any unsafe situations at work, please reach out to the Helpline. Please also take the time to familiarize yourselves with emergency procedures and the safety manuals applicable to your location.

Protection of Aress Assets

Aress has many valuable assets, on which its future depends, whether such assets are tangible such as hardware, or real estate or intangible assets such as information, know-how/trade secrets, software or invention whether protected by intellectual property rights or not. It is the duty of all employees to help protect such assets and preserve them against all forms of deterioration, damage, theft, or misappropriation, even after having left the Group. Aress assets must be used only for conducting Aress business and in accordance with the guidelines defined by the Group. In no circumstances should they be misappropriated or used for personal benefit.

Misappropriation of resources or assets, or deliberate misstatements or omissions in financial reporting may constitute occupational fraud, and as such, may lead to the imposition of penalties on Aress, as well as civil or criminal proceedings. Similarly, knowingly giving wrong information to a client to secure a contract could constitute a fraudulent act resulting in civil or criminal proceedings. Thus, Aress does not tolerate any form of fraud or intentional misstatements.

Protection of Confidentiality and Privileged Information

Aress aims to foster the trust and reliability that its customers and the public can expect from Aress’ products and data technology by protecting the confidential information it owns or which is made available to it by its partners (clients, suppliers, or business partners) during the performance of business operations and promoting and sharing only reliable information. Aress employees have an obligation to protect the confidentiality of information and data acquired in carrying out their duties and responsibilities, to use such information only for business purposes, to disclose it only to persons who need to know it for the purposes defined by the management or agreed with the third party concerned, and to protect it against unauthorized or accidental disclosure by use of physical or IT protection devices. Encryption is one of the possible safety tools which is available; Aress IT security officers can help in the selection of the most suitable device in each situation.

Zero Tolerance of Bribery, Corruption, or Influence Peddling

Aress does not tolerate any form of bribery, corruption, or influence peddling.

Corruption includes the act of offering, giving, soliciting, receiving, or accepting, directly or indirectly (active or passive corruption), any inducement or reward (money, gift, hospitality, entertainment, trip, service, etc.) in the public or in the private sector, to influence behavior or decision in Aress’ favor. It includes inducements to gain business, but also to offer or receive inducements to act or refrain from acting in a particular manner. Corruption can be large or small-scale, for example acts such as making facilitation payments are a form of corruption.

Influence peddling involves a scheme where an undue benefit is provided or offered by one person and accepted by another, who may have solicited such benefit or not, for that person accepting the benefit to misuse his/her influence to obtain a favorable decision from a public authority or administration to the advantage of the person who offered the benefit.

Anti-Corruption Policy

This Anti-Corruption Policy establishes basic standards and a framework for the prevention and detection of bribery and corruption in Aress operations. It promotes compliance with the anticorruption laws in all the countries where Aress operates. We have a zero-tolerance policy for making or accepting bribes or kickbacks, regardless of local law or custom. At Aress, we do not pay bribes, even if it means we may lose money or delay a project.

This Policy applies to every officer, director, full and part-time employee, intern, and student worker of Aress. It also applies to all agents, representatives, consultants, distributors, dealers, and other third parties acting on behalf of Aress. Questions related to this Policy must be addressed to the Compliance Officer.

Basic Rules

The basic rules for those who act on behalf of Aress, regardless of the type of collaboration in place, are these:

  • Shall not offer, give, solicit, or receive bribes or kickbacks.
  • Must fully, fairly, and accurately characterize and record all transactions and expenditures in the books, records, and documents of the company or relevant institution.
  • Activities that are prohibited if undertaken directly may not be taken indirectly through third parties such as agents, consultants, contractors, partners of Aress or the recipient.

What is a Bribe?

A bribe is anything of value that may be seen as an attempt to influence an action or a decision to obtain or retain business or acquire an improper advantage. This could include money, gifts, favors, use of company resources, entertainment, or other items of value.

What is a Kickback?

A kickback is a form of corruption that involves two parties agreeing that a portion of their sales or profits will be kicked back (given back) to the purchasing party in exchange for making a deal.

Gifts and Invitations

A gift can be money, items, loans, services, employment positions or other kind of benefit given without expectation of consideration or value in return. An invitation is a benefit, for example meals, entertainment such as tickets to cultural, social or sports events, payment of travel or lodging expenses. Providing and receiving gifts and invitations is a commonly accepted business practice. In some cases, however, these contributions either provided or received could be interpreted as a way of influencing a decision or result and may constitute an act of corruption. Gifts and invitations that are not related to professional activities, and/or do not comply with Aress standards and local regulations, and/or that may be interpreted as a way of influencing a decision or result are prohibited. All Aress employees must be alert to the potential for gifts or invitations to be interpreted as having undue influence, and be careful to avoid this, and ensure that gifts or invitations either provided or received. In case of unexpected gifts or invitations already received, employees are required to check with their line manager whether the gift shall be kept, shared, or returned.

Bribery of Government Officials

Aress personnel must not make, offer, promise, or authorize the payment or transfer of anything of value, directly or indirectly, to a government official for the purpose of influencing official action or inaction, inducing an unlawful act, or to secure an improper advantage. For purposes of this Policy, a “government official” includes:

  • any officer or employee of any governmental entity at any level.
  • any private person acting in an official capacity for or on behalf of any governmental entity (such as a consultant retained by a government agency).
  • officers and employees of companies or institutions in which the state has a majority ownership interest or over which the state exercises control, including public universities.
  • candidates for political office, and political parties and their officials; and officer, employees, or official representatives of public international organizations, such as the World Bank, United Nations, and International Monetary Fund.

If a government official or other person requests a bribe or other improper payment or transaction, Aress personnel should diplomatically but clearly advise the requestor that it is against Aress’ policy to make such payments and decline to make or promise to make the payment. The solicitation should be promptly reported to the Compliance Officer.

Bribery of Private Parties, Including Kickbacks

Aress personnel must not offer or make a payment or provide other things of value to any person, whether a government official, for the purpose of inducing some improper action by the recipient or gaining an improper advantage. Aress personnel must not ask for or receive such payments. This includes personal payments or other things of value made or received in exchange for the awarding of business, commonly referred to as kickbacks.

Bribery of Third Parties

Anti-corruption laws prohibit corrupt payments made directly by Aress personnel and indirectly through an agent or other intermediary such as a consultant acting on our behalf. It is unlawful to make a payment of anything of value to any agent or other intermediary if there is reason to believe that any portion of the payment will be offered, given, or promised to anyone else, for a corrupt purpose.

We ensure that the fee, commission, or other remuneration paid to intermediaries or third-party agents is reasonable, bonafide and commensurate with the functions and services performed. We should keep track of such expense so that they are fairly and accurately reflected in Aress’ books of accounts.

Consequences of Non-compliance

Compliance with this Policy and with the laws of the countries in which Aress operates is a condition of employment with Aress. Failure to comply with this Anti-Corruption Policy, the Code of Conduct and Ethics, or applicable laws is grounds for disciplinary action, including termination of employment. Employees are responsible for adhering to the Code of Conduct & Ethics throughout the duration of their employment relationship with Aress. It is the responsibility of all employees to follow the training made available to them which explains the content of the Code of Conduct & Ethics.

Aress Compliance Officer

Aress has appointed a “Compliance Officer." The Compliance Officer is responsible for overseeing, interpreting, and monitoring compliance with this Policy, and may delegate these activities to others as appropriate. The Compliance Officer has the authority to report directly to the Board of Directors as needed with respect to matters concerning compliance with this Anti-Corruption Policy.

Aress takes all reports of potential Policy violations seriously and will investigate. The Compliance Officer or his or her designee will assess the situation and determine the appropriate course of action. In some cases, the Board of Directors may be involved. Anyone being investigated for a potential Policy violation will have an opportunity to be heard prior to any final determination.

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