CEBIS INTERNATIONAL LTD.
CODE OF BUSINESS CONDUCT AND ETHICS
LAST AMENDED: OCTOBER 1, 2021
CEBIS International and its subsidiaries (“CEBIS”) are committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics (the “Code”) reflects the business practices and principles of behavior that support this commitment. CEBIS expects every employee, officer, and director to read and understand this Code and its application to the performance of his or her business responsibilities. This Code applies to all employees, directors, officers and consultants of CEBIS worldwide.
Officers, managers, and other supervisors are expected to develop in employees a sense of commitment to the spirit, as well as the letter, of this Code. Supervisors are also expected to ensure that all agents and contractors conform to Code standards when working for or on behalf of CEBIS. The compliance environment within each supervisor’s assigned area of responsibility will be a factor in evaluating the quality of that individual’s performance. In addition, any employee who makes an exemplary effort to implement and uphold CEBIS’s legal and ethical standards will be recognized for that effort in his or her performance review. This Code supersedes all other codes of conduct, policies, procedures, instructions, practices, rules or written or verbal representations to the extent that they are inconsistent with this Code. However, nothing in this Code otherwise alters the at-will employment policy of CEBIS. CEBIS is committed to continuously reviewing and updating its policies and procedures. This Code, therefore, is subject to modification.
This Code cannot possibly describe every practice or principle related to honest and ethical conduct. The Code addresses conduct that is particularly important to proper dealings with the people and entities with whom CEBIS interacts, but reflects only a part of CEBIS’s commitment. From time to time CEBIS may adopt additional policies and procedures with which CEBIS’s employees, officers and directors are expected to comply, if applicable to them. However, it is the responsibility of each employee to apply common sense, together with his or her own highest personal ethical standards, in making business decisions where there is no stated guideline in the Code.
Action by members of your family, significant others or other persons who live in your household (referred to in the Code as “family members”) also may potentially result in ethical issues to the extent that they involve CEBIS’s business. For example, acceptance of inappropriate gifts by a family member from one of CEBIS’s suppliers could create a conflict of interest and result in a Code violation attributable to you. Consequently, in complying with the Code, you should consider not only your own conduct, but also that of your family members, significant others and other persons who live in your household.
YOU SHOULD NOT HESITATE TO ASK QUESTIONS ABOUT WHETHER ANY CONDUCT MAY VIOLATE THE CODE, VOICE CONCERNS OR CLARIFY GRAY AREAS. SECTION 19 BELOW DETAILS THE COMPLIANCE RESOURCES AVAILABLE TO YOU. IN ADDITION, YOU SHOULD BE ALERT TO POSSIBLE
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VIOLATIONS OF THE CODE BY OTHERS AND REPORT SUSPECTED VIOLATIONS, WITHOUT FEAR OF ANY FORM OF RETALIATION.
Violations of the Code will not be tolerated. Any employee who violates the standards in the Code may be subject to disciplinary action, which, depending on the nature of the violation and the history of the employee, may range from a warning or reprimand to and including termination of employment and, in appropriate cases, civil legal action or referral for regulatory or criminal prosecution.
1. Honest and Ethical Conduct
It is the policy of CEBIS to promote high standards of integrity by conducting CEBIS’s affairs in an honest and ethical manner. The integrity and reputation of CEBIS depends on the honesty, fairness and integrity brought to the job by each person associated with CEBIS. Unyielding personal integrity is the foundation of corporate integrity.
2. Conflicts of Interest – Disclosure
CEBIS respects the rights of its employees to manage their personal affairs and investments and does not wish to impinge on their personal lives. At the same time, employees should avoid conflicts of interest that occur when their personal interests may interfere in anyway with the performance of their duties or the best interests of CEBIS.
A conflicting personal interest could result from an expectation of personal gain now or in the future or from a need to satisfy a prior or concurrent personal obligation. CEBIS expects employees to be free from influences that conflict with the best interests of CEBIS or might deprive CEBIS of their undivided loyalty in business dealings. Even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided. Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest are prohibited unless specifically authorized as described below.
If you have any questions about a potential conflict or if you become aware of an actual or potential conflict and you are not an officer or director of CEBIS, you should discuss the matter with your supervisor or the Compliance Officer. Supervisors may not authorize conflict of interest matters without first seeking the approval of the Compliance Officer and providing the Compliance Officer with a written description of the activity. If the supervisor is involved in the potential or actual conflict, you should discuss the matter directly with the Compliance Officer.
Officers and directors may seek authorization from the CEBIS Administrator. Factors that may be considered in evaluating a potential conflict of interest are, among others:
• whether it may interfere with the employee’s job performance, responsibilities or morale; • whether the employee has access to confidential information;
• whether it may interfere with the job performance, responsibilities or morale of others within the organization;
• any potential adverse or beneficial impact on CEBIS’s business;
• any potential adverse or beneficial impact on CEBIS’s relationships with its customers or suppliers or other service providers;
• whether it would enhance or support a competitor’s position;
• the extent to which it would result in financial or other benefit (direct or indirect) to the employee;
• the extent to which it would result in financial or other benefit (direct or indirect) to one of CEBIS’s customers, suppliers or other service providers; and
• the extent to which it would appear improper to an outside observer.
Although no list can include every possible situation in which a conflict of interest could arise, the following are examples of situations that may, depending on the facts and circumstances, involve conflicts of interests:
a) Employment by (including consulting for) or service on the board of directors of a competitor, customer or supplier or other service provider. Activity that enhances or supports the position of a competitor to the detriment of CEBIS is prohibited, including employment by or service on the board of a competitor. Employment by or service on the board of directors of a customer or supplier or other service provider is generally discouraged, and you must seek authorization in advance if you plan to take such a position.
b) Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with CEBIS. In addition to the factors described above, persons evaluating ownership in other entities for conflicts of interest will consider: the size and nature of the investment; the nature of the relationship between the other entity and CEBIS; the employee’s access to confidential information; and the employee’s ability to influence CEBIS’s decisions. If you would like to acquire a financial interest of that kind, you must seek approval in advance.
c) Soliciting or accepting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with CEBIS. For further discussion of the issues involved in this type of conflict, see below a distinct Section.
d) Soliciting contributions to any charity or for any political candidate from any person or entity that does business or seeks to do business with CEBIS.
e) Taking personal advantage of corporate opportunities. For further discussion of the issues involved in this type of conflict, see below a special Section.
f) Moonlighting without permission.
g) Conducting CEBIS’s business transactions with your family member or a business in which you have a significant financial interest. Material related-party transactions approved by CEBIS and involving any executive officer or director will be publicly disclosed as required by applicable laws and regulations.
h) Exercising supervisory or other authority on behalf of CEBIS over a co-worker who is also a family member. The employee’s supervisor and/or the Compliance Officer will consult with the human resources department to assess the advisability of reassignment. Loans to, or guarantees of obligations of, employees or their family members by CEBIS could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law, and applicable law requires that CEBIS’s Board of Directors approve all loans and guarantees to employees. As a result, all loans and guarantees by CEBIS must be approved in advance by the Board of Directors.
3. Protection and Proper Use of Company Assets
All employees are expected to protect CEBIS’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on CEBIS’s financial condition and results of operations. CEBIS’s property, such as office supplies, computer equipment, is expected to be used only for legitimate business purposes, although incidental personal use may be permitted. You may not, however, use CEBIS’s company name, any brand name or trademark owned or associated with CEBIS or any letterhead stationery for any personal purpose.
You may not, while acting on behalf of CEBIS or while using its computing or communications equipment or facilities, either:
• access the internal computer system (also known as “hacking”) or other resource of another entity without express written authorization from the entity responsible for operating that resource; or
• commit any unlawful or illegal act, including harassment, libel, fraud, sending of unsolicited bulk email (also known as “spam”) in violation of applicable law, trafficking in contraband of any kind, or espionage.
If you receive authorization to access another entity’s internal computer system or other resource, you must make a permanent record of that authorization so that it may be retrieved for future reference, and you may not exceed the scope of that authorization.
All data residing on or transmitted through CEBIS’s computing and communications facilities, including email and word processing documents, is the property of CEBIS and subject to inspection, retention and review by CEBIS, with or without an employee’s or third party’s
knowledge, consent or approval, in accordance with applicable law. Any misuse or suspected misuse of CEBIS’s assets must be immediately reported to your supervisor or the Compliance Officer.
One of CEBIS’s most important assets is its confidential information. As an employee of CEBIS, you may learn of information about CEBIS that is confidential and proprietary. You also may learn of information before that information is released to the general public.
Employees who have received or have access to confidential information should take care to keep this information confidential. Confidential information includes non-public information that might be of use to competitors or harmful to CEBIS or its customers if disclosed, such as business, marketing and service plans, financial information, product architecture, scientific data, engineering and manufacturing ideas, designs, databases, customer lists, pricing strategies, personnel data, personally identifiable information pertaining to CEBIS’s employees, customers or other individuals (including, for example, names, addresses, telephone numbers and social security numbers), and similar types of information provided to CEBIS by its customers, suppliers and partners. This information may be protected by patent, trademark, copyright and trade secret laws.
In addition, because CEBIS interacts with other companies and organizations, there may be times when you learn confidential information about other companies before that information has been made available to the public. You must treat this information in the same manner as you are required to treat CEBIS’s confidential and proprietary information. There may even be times when you must treat as confidential the fact that CEBIS has an interest in, or are involved with, another company.
You are expected to keep the confidential and proprietary information confidential unless and until that information is released to the public through approved channels (usually through a press release, or a formal communication from a member of senior management).
Every employee has a duty to refrain from disclosing to any person confidential or proprietary information about CEBIS or any other company learned in the course of employment with CEBIS, until that information is disclosed to the public through approved channels.
CEBIS policy requires you to refrain from discussing confidential or proprietary information with outsiders and even with other CEBIS employees, unless those fellow employees have a legitimate need to know the information in order to perform their job duties. Unauthorized use or distribution of this information could also be illegal and result in civil liability and/or criminal penalties.
You should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, computer disks and laptop computers, should be stored securely. Unauthorized posting or discussion of any information concerning CEBIS’s business, information or prospects on the Internet is prohibited. You may not discuss CEBIS’s business, information or prospects in any “chat room,” regardless of whether you use your own name or a pseudonym. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and “quasipublic” areas within CEBIS, such as the reception area. All CEBIS emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of CEBIS, except where required for legitimate business purposes.
5. Legal Compliance
Obeying the law, both in letter and in spirit, is the foundation of this Code. CEBIS’s success depends upon each employee’s operating within legal guidelines and cooperating with local, national and international authorities. CEBIS expects employees to understand the legal and regulatory requirements applicable to their business units and areas of responsibility.
CEBIS holds periodic training sessions to ensure that all employees comply with the relevant laws, rules and regulations associated with their employment. While CEBIS does not expect you to memorize every detail of these laws, rules and regulations, CEBIS wants you to be able to determine when to seek advice from others. If you do have a question in the area of legal
compliance, it is important that you not hesitate to seek answers from your supervisor or the Compliance Officer.
Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules and regulations may subject an individual, as well as CEBIS, to civil and/or criminal penalties. You should be aware that conduct and records, including emails, are subject to internal and external audits, and to discovery by third parties in the event of a government investigation or civil litigation. It is in everyone’s best interests to know and comply with CEBIS’s legal and
6. International Business Laws
Our employees and third parties we do business with are expected to comply with the applicable laws in all countries to which they travel, in which they operate, and where CEBIS otherwise does business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies, or countries. The fact that in some countries certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance. If you have a question as to whether an activity is restricted or prohibited, seek assistance before taking any action, including giving any verbal assurances that might be regulated by international laws.
Antitrust laws are designed to protect the competitive process. These laws are based on the premise that the public interest is best served by vigorous competition and will suffer from illegal agreements or collusion among competitors. Antitrust laws generally prohibit:
• agreements, formal or informal, with competitors that harm competition or customers, including price fixing and allocations of customers, territories or contracts;
• agreements, formal or informal, that establish or fix the price at which a customer may resell a product; and
• the acquisition or maintenance of a monopoly or attempted monopoly through anticompetitive conduct.
Certain kinds of information, such as pricing, production and inventory, should not be exchanged with competitors, regardless of how innocent or casual the exchange may be and regardless of the setting, whether business or social.
Antitrust laws impose severe penalties for certain types of violations, including criminal penalties and potential fines and damages of millions of dollars, under certain circumstances. Understanding the requirements of antitrust and unfair competition laws of the various jurisdictions where CEBIS does business can be difficult, and you are urged to seek assistance from your supervisor or the Compliance Officer whenever you have a question relating to these laws.
8. Treatment with Fairness and Respect
You are critical to the success of CEBIS, and CEBBIS’s policy is to treat you with fairness and respect. CEBIS is an equal opportunity employer. CEBIS does do not tolerate discrimination against applicants or employees based on race, religion, gender, age, marital status, national origin, sexual orientation, citizenship status or other protected characteristics or disability. CEBIS prohibits discrimination in decisions concerning recruitment, hiring, compensation, benefits, training, termination, promotions, or any other condition of employment or career development. CEBIS is committed to providing a work environment that is free from discrimination and/or harassment. CEBIS will not tolerate the use of discriminatory slurs; unwelcome, unsolicited sexual advances or harassment; or any other remarks, jokes or conduct that create or foster an offensive or hostile work environment. Each person, at every level of the organization, must act with respect toward customers, co-workers and outside firms.
9. Company Opportunities
You may not take personal advantage of opportunities for CEBIS that are presented to you or discovered by you as a result of your position with CEBIS or through your use of corporate property or information, unless authorized by your supervisor, the Compliance Officer. Even opportunities that are acquired privately by you may be questionable if they are related to CEBIS’s existing or proposed lines of business. Participation in an investment or outside business opportunity that is directly related to CEBIS’s lines of business must be pre-approved by the Board of Directors. You may not use your position with CEBIS or corporate property or information for improper personal gain, nor should you compete with CEBIS in any way.
10. Maintenance of Company Books, Records, Documents and Accounts; Financial Integrity
The integrity of CEBIS’s records and public disclosure depends upon the validity, accuracy and completeness of the information supporting the entries to CEBIS’s books of account. Therefore, CEBIS’s corporate and business records should be completed accurately and honestly. The making of false or misleading entries, whether they relate to financial results or test results, is strictly prohibited. CEBIS’s records serve as a basis for managing its business and are important in meeting its obligations to customers, suppliers, creditors, employees and others with whom CEBIS does business. As a result, it is important that CEBIS’s books, records and accounts accurately and fairly reflect, in reasonable detail, CEBIS’s assets, liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and liabilities. CEBIS requires that:
• no entry be made or omitted in CEBIS’s books and records that intentionally hides or disguises the nature of any transaction or of any of CEBIS’s liabilities, or misclassifies any transactions as to accounts or accounting periods;
• transactions be supported by appropriate documentation;
• the terms of sales and other commercial transactions be reflected accurately in the documentation for those transactions and all such documentation be reflected accurately in CEBIS’s books and records;
• employees comply with CEBIS’s system of internal controls; and
• no cash or other assets be maintained for any purpose in any unrecorded or “off-thebooks” fund.
CEBIS’s accounting records are also relied upon to produce reports for its management, stockholders and creditors, as well as governmental agencies. In addition:
• no employee may take or authorize any action that would cause CEBIS’s financial records or financial disclosure to fail to comply with generally accepted accounting principles, or other applicable laws, rules and regulations;
• all employees must cooperate fully with CEBIS’s accounting department, respond to their questions with candor and provide them with complete and accurate information to help ensure that CEBIS’s books and records; and
• no employee should knowingly make (or cause or encourage any other person to make) any false or misleading statement in any of CEBIS’s reports or knowingly omit (or cause or encourage any other person to omit) any information necessary to make the disclosure in any of CEBIS’s reports accurate in all material respects.
Any employee who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly to a supervisor, or the Compliance Officer.
11. Fair Dealing
CEBIS strives to outperform its competition fairly and honestly. Advantages over CEBIS’s competitors are to be obtained through superior performance of CEBIS’s services, not through unethical or illegal business practices. Acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from past or present employees of other companies is prohibited, even if motivated by an intention to advance CEBIS’s interests. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if you have any questions about the legality of proposed information gathering, you must consult your supervisor or the Compliance Officer.
You are expected to deal fairly with CEBIS’s customers, suppliers, employees and anyone else with whom you have contact in the course of performing your job. It is a violation of law to engage in deceptive, unfair or unethical practices, and to make misrepresentations in connection with sales activities.
12. Gifts and Entertainment
Business gifts and entertainment are meant to create goodwill and sound working relationships and not to gain improper advantage with customers or facilitate approvals from government officials. The exchange, as a normal business courtesy, of meals or entertainment (such as tickets to a game or the theatre) is a common and acceptable practice as long as it is not extravagant. Unless express permission is received from a supervisor, or the Compliance Officer, gifts and entertainment cannot be offered, provided or accepted by any employee unless consistent with customary business practices and not excessive in value. This principle applies to CEBIS’s transactions everywhere in the world, even where the practice is widely considered “a way of doing business.” Employees should not accept gifts or entertainment that may reasonably be deemed to affect their judgment or actions in the performance of their duties. CEBIS’s customers, suppliers and the public at large should know that CEBIS’s employees’ judgment is not for sale.
Giving anything of value to a government official to obtain or retain business or favorable treatment, is a criminal act subject to prosecution and conviction. Discuss with your supervisor or the Compliance Officer any proposed entertainment or gifts if you are uncertain about their appropriateness.
13. Media/Public Discussions
It is CEBIS’s policy to disclose material information concerning CEBIS to the public only through specific limited channels to avoid inappropriate publicity and to ensure that all those with an interest in CEBIS will have equal access to information. All inquiries or calls from the press and financial analysts should be referred to the Chief Financial Officer. CEBIS has designated its Chief Executive Officer and Chief Financial Officer as CEBIS’s official spokespersons for financial matters and for marketing, technical and other related information.
Unless a specific exception has been made by the Chief Executive Officer or the Chief Financial Officer, these designees are the only people who may communicate with the press on behalf of CEBIS. You also may not provide any information to the media about CEBIS off the record, for background, confidentially or secretly.
Waivers of the Code may only be granted by CEBIS’s Chief Executive Officer; provided, however, that any waiver of the Code for executive officers or directors may be granted only by the Board of Directors. Any such waiver of the Code for executive officers or directors, and the reasons for such waiver, will be publicly disclosed as required by applicable laws and regulations.
15. Reporting Procedures
If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor, other management personnel, or your human resources representative. Even the appearance of impropriety can be very damaging and should be avoided.
If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it, by providing a specific description of the violation that you believe has occurred, including any information you have about the persons involved and the time of the violation. Please remember that any employee who reports a potential violation or raises a compliance concern in good faith is doing the right thing. Whatever means you use to ask questions or report a potential violation, you should do so without fear of retaliation. CEBISwill take prompt disciplinary action against any employee who retaliates against you, up to and including termination of employment.
16. Dissemination and Amendment
This Code will be distributed to each new employee, officer and director of CEBIS upon commencement of his or her employment or other relationship with CEBIS. The Code is intended to serve as a framework within which CEBIS may act with respect to the matters contemplated herein. It is not intended to and shall not create a set of legally binding obligations on CEBIS, except as otherwise required by law, rule or regulation. CEBIS’s Board of Directors may amend this Code, or any portion of it, at any time as it determines necessary or appropriate. In the event the Board of Directors ratifies or approves any action, matter or interpretation that may be deemed to be inconsistent with the terms of this Code or any prior code of conduct and ethics of CEBIS, this Code and any such prior code of conduct and ethics shall be deemed automatically amended to comport, in all respects, with such action, matter or interpretation. CEBIS will disclose any amendments pertaining to executive officers or directors as required by law or securities market regulations. The most current version of this Code can befound on CEBIS’s website.
Upon hire and as requested, all officers and employees are expected to certify, in writing or electronically, that they have received, read, understood, and will abide by this Code.
CEBIS CODE OF BUSINESS CONDUCT AND ETHICS CERTIFICATION As applicable to my work responsibilities:
1. I will deal honestly and ethically with CEBIS and on CEBIS’s behalf in all matters. 2. I will avoid actual or apparent conflicts with CEBIS’s interests.
3. I will advance CEBIS’s business interests when the opportunity to do so arises. 4. I will comply with CEBIS’s standards, policies and procedures regarding gifts, meals and entertainment.
5. I will ensure the accuracy and integrity of CEBIS’s books, records and accounts. 6. I will protect the confidential information of customers and others which I receive in the course of conducting CEBIS business.
7. I will ensure that, in all reports and documents made by CEBIS, the disclosures are full, fair, accurate, timely and understandable.
8. I will comply with all laws, rules and regulations applicable to my work responsibilities in every country in which CEBIS does business.
9. I will comply with all CEBIS standards, policies and procedures.
10. I will protect CEBIS’s assets, and promote their efficient and legitimate business use. 11. I will protect CEBIS’s confidential information.
12. I will protect the health and safety of CEBIS employees.
13. I will use CEBIS’s electronic media for legitimate business purposes.
I certify that I have received, read, understood and will abide by the Code of Business Conduct and Ethics.
Name: Mihai Manolache
Date: 1 Oct 2021