Company Code of Conduct

COMPANY POLICY

PROPERTIES AMPM  CODE OF CONDUCT

Properties AMPM (AMPM Sales and Marketing Ltd.) defined as “The Company” (the “Company”) is part of AMPM Sales Group Ltd. and is committed to promoting highest standards of honesty and ethical business conduct and compliance with applicable laws, rules and regulations. 

As part of this commitment, the Company has adopted this “Code of Conduct”.

This Code of Conduct covers a wide range of business practices and procedures.  It does not cover every legal and ethical issue that may arise, but it does set out basic principles to guide all Company officers, directors and employees, as well as representatives, consultants, agents, partners, investors, associates and professional service providers and individual users of Our Services in their dealings with or on behalf of the Company.  

Every person is subject to compliance to this Code of Conduct and is responsible for understanding and complying with the Code of Conduct as well as to complying with any of the Company’s other corporate policies. 

The Company reserves the right to modify and/or update these policies and procedures from time to time, and/or may adopt new Company policies and/or procedures in the future.

Anyone who violates the standards of our Code of Conduct and/or policies and/or procedures may be subject to disciplinary action which, in appropriate circumstances, may include from warning to termination of employment and/or access to services can also be withdrawn due to severity of cause, and/or referral to regulatory ombudsman, legal action or referral for criminal prosecution can also be not ruled out.

If you have any questions regarding this Code of Conduct or its application to you in any situation, you should in first instance contact your supervisor of the Company and your complaint will be forwarded and dealt by the appropriate department.

Honesty, Ethical Conduct and Fair Dealing:

As a prerequisite every person shall be required to adhere to this Code of Conduct of:

  1. Being Honest and strive in every endeavor to deal honestly with everyone,
  2. Being Ethical in every conduct of your dealing,
  • Being Fair in every dealing with everyone.

Be they Company’s visitors, consumers, customers, suppliers, competitors, partners, investors, associates, professional services providers or employees etc. 

Any statements regarding the Company’s products and/or services must not be false, misleading, deceptive or fraudulent. 

Every person subjected to this Code of Conduct must not take unfair advantage of anyone through concealment, manipulation, abuse of privileged information, or misrepresentation of material facts or un-ethical practice or any other unfair-dealing.

 

Compliance:

 Laws, Bylaws, Rules and Regulations;

The Company requires that all persons attached to the Company are subject to this Code of Conduct and shall comply with all laws, bylaws, rules and regulations be they local, regional, national or international applicable to the Company wherever it does business, and shall also be applicable to all that are attached to the Company or use the services of The Company.  

Everyone subject to this Code of Conduct is expected to use good sound judgment and common sense by complying with all applicable laws, bylaws, rules and regulations and to ask for advice from the General Counsel when uncertainties arise.

If any person subject to this Code of Conduct becomes aware of the violation/s of any law/s, bylaw/s rule/s or regulation/s by the Company, its officers, employees, directors, or any third party doing business on behalf of the Company, it is such person’s responsibility to follow the guidelines described in the Reporting and Compliance Procedures section below to promptly report the matter to such person’s supervisor or the General Counsel or, if you are an executive officer or director, then to the Chair of the Governance Committee of the Board of Directors The Group (“The Board”).

Conflicts of Interest:

Everyone subject to this Code of Conduct has the legal duty to carry out his or her responsibilities with the utmost good faith and loyalty to the Company.  

Everyone subject to this Code of Conduct must refrain from engaging in any activity or having a personal interest that presents a conflict of interest.  

A conflict of interest exists when a person’s private interest interferes in any way with the interests of the Company.  

A competing personal interest could interfere with the Company’s interest where an individual has a direct and/or personal interest in a transaction or situation that could affect his/her judgment and/or divide their loyalty that would be due to the Company with one’s own interests.  For example such conflicts may include:

  1. offer of employment or
  2. financial incentive by a customer, supplier or competitor;
  • placement of business where the employee or family member has a financial stake; or
  1. acting independently as a consultant to a customer of the Company.

It is your responsibility to disclose any transaction or relationship that reasonably could be perceived to give rise to a conflict of interest to the General Counsel.

General Counsel shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest or requires the review of the Audit Committee of The Board in accordance with the Company’s Related Person Transaction Policy. 

In cases of appearance of conflict of interest avoidance and clarification should be our primary objective and guide in this area.

Corporate Opportunities:

Everyone subject to this Code of Conduct owes a duty to the Company to advance Company’s legitimate interests when the opportunity to do so arises.  

If a person subject to this Code discovers or is presented with a business opportunity through the use of corporate property or information or because of their position within the Company, that person should first disclose the terms and conditions of each business opportunity covered by this Code of Conduct that they wish to pursue to their supervisor.

Such person’s supervisor will contact the General Counsel and the appropriate management personnel to determine whether the Company wishes to pursue the business opportunity.

If the Company waives its right to pursue the business opportunity, the person may pursue the business opportunity on the same terms and conditions as originally proposed and consistent with the other ethical guidelines set forth in this Code of Conduct.

Absent review and approval by the Company as described above, no person subject to this Code of Conduct may take for himself or herself personal opportunities that are discovered through the use of Company property, information or position. 

No person subject to this Code of Conduct may use Company property, information or position for improper personal gain, nor may he or she compete with the Company directly or indirectly.

 Insider Trading:

Employees, officers and directors who are in possession of material non-public information about the Company or other companies, including the Company’s suppliers and customers, as a result of their relationship with the Company are prohibited by law and Company policy from trading in securities of the Company or such other companies, as well as from communicating such information to others who might trade on the basis of that information.  

To assist with compliance with laws against insider trading, the Company has adopted a detailed Insider Trading Policy.

 Gifts:

Each person subject to this Code of Conduct must comply with all applicable local, regional, national or international laws and regulations relating to gifts.  

No person subject to this Code of Conduct may give or accept gifts if the value of the gift may be construed to indicate an intent to improperly influence the business relationships between the Company and its customers, competitors or any other outside party.

Insignificant gifts or the exchange of normal social amenities are permitted.  

To the extent that any person subject to this Code of Conduct is entertaining or being entertained by a business associate, there must be a clear business purpose and no intention or appearance of improper influence. 

All gifts and entertainment expenses should be properly accounted for on expense reports.  

Common sense and moderation should prevail in business entertainment engaged in on behalf of the Company.

You should make every effort to refuse or return a gift that is beyond these permissible guidelines.  

If it would be inappropriate to refuse a gift or you are unable to return a gift, you should promptly report the gift to your supervisor.  

If you have any questions about whether it is permissible to accept a gift or something else of value, contact your supervisor or the General Counsel for additional guidance.

Accuracy of Books and Records:

All Company books, records and accounts shall be maintained in accordance with all applicable regulations and binding standards and accurately reflect the true nature of the transactions they record.  

Each person subject to this Code of Conduct must follow any formal document retention policy of the Company with respect to Company records within such person’s control.

The financial statements of the Company shall conform to generally accepted accounting principles and the Company’s accounting policies.

All cash, bank accounts, investments and other assets always must be recorded in the official books of the Company.  

No undisclosed or unrecorded account/s or fund/s shall be established for any purpose.  

No false or misleading entries shall be made in the Company’s books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation.

Financial Reporting:

Overview;

The Company’s foundational principals require you to follow strict accounting principles and standards, to report financial information accurately and completely in accordance with these principles and standards, and to have appropriate internal controls and procedures to ensure that our accounting and financial reporting complies with applicable laws, bylaws, rules and regulations be they local, regional, national or international applicable to the Company wherever it does business. 

The integrity of our financial transactions and records is critical to the operation of our business principles and is a key factor in maintaining the confidence and trust of all concerned stakeholders in whatever capacity and non-stakeholders as well.

Compliance;

The Company requires of you that:

  1. all transactions are properly recorded, classified and summarised in our financial statements, books and records in accordance with our policies, controls and procedures,
  2. to follow all generally accepted accounting principles, standards, laws, bylaws, rules and regulations for accounting and financial reporting transactions.
  • As a prerequisite of any involvement in financial reporting or accounting, you are required to adhere to having appropriate qualifications and ongoing CPD training and understanding of latest good practices and the Company’s financial and accounting policies, controls and procedure
  1. If you are a senior officer, you should seek to ensure that the internal controls and procedures under your control are within the business area are in place, understood and followe
  2. Those of you who are not directly involved in financial reporting or accounting, you are still likely to be involved with financial records or reports of some kind — for example in:
  3. Preparation of time sheet,
  4. Involved in invoicing or
  • Preparing expense reports or
  1. Controlling stock inventories
  2. Involvement with product,
  3. Marketing or
  • Administrative activities, etc.

All and more can affect our reported financial conditions and/or results so transparency and accuracy is key to our success.

Therefore, The Company expects of you, regardless of whether you are familiar with finance or accounting matters, to use all reasonable efforts to ensure that every business record or report with which you deal with is accurate, complete and reliable to best of your ability.

Confidentiality:

Protection of the Company’s confidential information is essential to its well-being.

Confidential information includes all aspects of business, – be it related to products, purchasing,  marketing, distribution, service plans, business and pricing strategies, financial information, forecasts, product architectures, source codes, engineering ideas, designs, systems, practices, research, development, databases, personnel information, customer and supplier lists, etc. as well as other Company information which, by its nature or the circumstances surrounding its disclosure or access, should be treated as confidential. 

Anyone who has access to confidential Company information must keep it confidential at all times, both while working for the Company and after employment ends.

No person subject to this Code of Conduct may share confidential Company information, or any confidential information of any officer/s, director/s and employee/s, as well as representative/s, consultant/s, agent/s, partner/s, investor/s, associate/s and professional service provider/s and individual user/s customer/s, supplier/s, to or from Our Services, with anyone, except when disclosure is authorised or legally mandated.  

Unauthorised disclosure of confidential information is prohibited.

Every person subject to this Code of Conduct must take precautions to prevent unauthorised disclosure of confidential information, whether it is proprietary or not to the Company or individual, and to ensure that confidential information is not communicated within the Company except to employees who have a need to know such information to perform their responsibilities for the Company.  

If there is a need to disclose Company confidential information to any person outside the Company, such disclosure must be done only in conjunction with an enforceable non- disclosure agreement. 

Similarly, the Company’s rights in its technology and products must be protected by use of appropriate agreements whenever such technology and/or products are used, transferred or disclosed.

Responsibility:

 Protection and Proper Use of Company Assets and Resources;

 Every person subject to this Code of Conduct should seek to protect the Company’s assets, which include physical assets as well as intellectual property and proprietary information. 

Company property can only be used for legitimate business purposes for the Company and not for any personal benefit or the personal benefit of anyone else, limited exceptions are, computer and communications systems may be used for reasonable personal use. 

Theft, carelessness, waste and damage have a direct impact on the Company’s performance and will not be tolerated under any circumstances.  

Any misuse or suspected misuse of Company assets must be immediately reported to a supervisor.

While the Company respects employee privacy, Company property includes facilities, equipment and written and other forms of communication. 

You should not assume that your desk or use of computer or telephone equipment is private or confidential.  

To the extent permitted by law, the Company may search and review both incoming and outgoing communications and monitor computer usage.

Public Disclosures:

The Company files reports and other documents with regulatory authorities.

The Company may make other public communications, such as issuing press releases. All information provided in the Company’s public reports and communications must be complete, fair, accurate, timely and understandable, and must also comply with applicable laws, bylaws, rules and regulations.

Employees, officers and directors who are asked to provide information for the Company’s public disclosures must use all reasonable efforts to provide complete, fair, accurate, timely and understandable information.

If any person subject to this Code of Conduct becomes aware of any information concerning:

(a)     Material defects in the disclosures made by the Company in its public filings;

(b)     Significant deficiencies in the design or operation of internal controls;

(c)     Any violation of this Code of Conduct that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls; or  

(d)     Any material violation of the law or of this Code of Conduct, you should follow the guidelines described in the Reporting and Compliance Procedures section.

In connection with its public communications, the Company is required to comply with Regulations of Fair Disclosure under the law. 

Regulations provide that when the Company discloses material that is, non-public information about it to market professionals or shareholders (where it is reasonably foreseeable that the shareholders will trade on the information), the Company must also disclose the information to the public.

You are required to read carefully and comply with the Company’s Policy and Procedures for Public Disclosures and Communications with Analysts, Investors and Media.

Corrupt and Illegal Practices:

The Corrupt and Illegal Practices is intended to prevent bribery of officials by representatives of companies for the purpose of securing an improper business advantage.  

It prohibits the payment or offering of anything of value directly or indirectly to a government official, political party, party official or candidate for the purpose of influencing an official act of the person or the government in order to obtain an advantage.  

It is the responsibility of each employee involved in marketing or sales to become familiar with the requirements of The Company and to seek guidance prior to engaging the services of any consultant or marketing representative or making any offer or payments that might be in violation of the Company.

Compliance with Antitrust Laws:

Antitrust laws are designed to protect consumers and competitors against unfair business practices and to promote and preserve competition.

Examples of antitrust violations include coordinating price fixing with a competitor or agreeing to restrict the supply or type of products made available to customers with a competitor.

Violations of antitrust laws may result in severe penalties against the Company and its employees, including substantial fines and criminal sanctions. 

You are expected to maintain basic familiarity with the antitrust principles applicable to your activities, and you should consult the Company’s General Counsel with any questions you may have concerning compliance with these laws.

Employment Practices:

The Company pursues fair employment practices in every aspect of its business.

Company employees must comply with all applicable labor and employment laws, including anti-discrimination laws and laws related to freedom of association and privacy.  

It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job.  

Failure to comply with labour and employment laws can result in civil and criminal liability against you and the Company, as well as disciplinary action by the Company, up to and including termination of employment. 

You should contact the Company’s Human Resources Department if you have any questions about the laws, regulations and policies that apply to you.

Anti-slavery and human trafficking:

The Company and the Group follows a vigorous anti-slavery policy that applies to all persons working for us or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, agents, contractors, suppliers, partners, associates, site users etc. the Company strictly prohibits the use of modern slavery and human trafficking in any form within our operations and/or our supply chain.

We have and will continue to be committed to implementing systems and controls aimed at ensuring that modern slavery is not taking place anywhere within our organisation or in any of our supply chains.

We expect of our suppliers that they will at all times hold their own suppliers to the same standards.

The Company defines the modern slavery in a nutshell as any action/term used to encompass slavery, servitude, forced and compulsory labour, including bonded as well as child labour and human trafficking. (It shall be considered as human trafficking – where a person arranges or facilitates the travel of another person with a view to that person being exploited.)

Hence modern slavery is a crime and a violation of fundamental human rights therefore the Company expects everyone working with us or on our behalf to support and uphold the highest standards laid down within the policy.

Health and Safety:

The Company is committed to providing a clean, safe and healthy work environment.

Each employee is responsible for maintaining a safe and healthy workplace by complying with all applicable environmental, health and safety laws, regulations and Company standards and by reporting accidents, injuries and unsafe conditions or procedures.

Reporting and Compliance Procedures:

Every person subject to this Code of Conduct has the responsibility to ask questions, seek guidance, and report suspected violations and express concerns regarding compliance with this Code of Conduct.  Any person subject to this Code of Conduct who knows or believes that any other employee or representative of the Company has engaged or is engaging in Company-related conduct that violates applicable law or this Code of Conduct should report such violation to at least one of the following contacts:

  • Human Resources
  • General Counsel
  • Chief Executive Officer
  • Chief Financial Officer
  • Governance Committee Chairman
  • Audit Committee Chairman

Any person reporting such conduct may do so anonymously, either to one of the contacts listed above, or through the hotline number provided in the Company’s Procedures for Complaints Regarding Accounting, Internal Accounting Controls or Auditing Matters.

While it is the Company’s desire to address matters internally, nothing in this Code of Conduct should discourage anyone from reporting any illegal activity, including any violation of the laws, antitrust laws or any other local, regional national or international law, bylaw, rule, regulation, or code of conduct to the appropriate regulatory authority. 

Employees, officers and directors shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee who reports what he or she believes in good faith to be a violation of this Code of Conduct or any law, bylaw, rule or regulation applicable to the Company. 

This Code of Conduct should not be construed to prohibit anyone from testifying, participating or otherwise assisting in any administrative, judicial or legislative proceeding or investigation. 

Every person subject to this Code of Conduct who testifies, participates or otherwise assists in any such proceeding or investigation should act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts.

Each report will be promptly investigated and the Company will do so in a manner which respects the sensitivity and privacy of the parties involved.

Persons reporting potential violations should be aware that, while a Company representative receiving a report of suspected violation will take steps to keep such report confidential, the need to investigate and correct any impropriety may require disclosure of the matter reported.

 Investigation of Misconduct:

The Company reserves the right to use any lawful method of investigation that it deems necessary to determine whether any person has engaged in conduct that in its view interferes with or adversely affects its business. 

Every person subject to this Code of Conduct is expected to cooperate fully with any investigation of any violation of law, the Company policies and procedures or this Code of Conduct.

Waivers of the Code:

From time to time, the Company may waive certain provisions of this Code of Conduct.  

If any employee believes that a waiver of this Code of Conduct is necessary or appropriate, including, but not limited to any potential or actual conflict of interest, a request for a waiver and the reasons for the request must be submitted to the General Counsel. 

An officer or director must submit the request for a waiver to the Chair of the

Governance Committee of the Board.

Any waiver of this Code of Conduct for executive officers and directors may be made only by the Board and will be disclosed as required by the rules.

Interpretations:

The Governance Committee, in consultation with the Audit Committee, is responsible for the interpretation and application of this Code of Conduct. 

Code of Conduct applies to officers, directors and employees of the Company and its subsidiaries, as well as representatives, consultants and agents in their dealings with or on behalf of the Company or its subsidiaries, in each case to the extent such individuals or entities are subject to this Code of Conduct

All references to applicable laws, rules or regulations in the Code of Conduct shall be deemed to include reference to local, regional, national, international laws, bylaws, rules or regulations as appropriate.

The Corruption law that prohibits directly or indirectly giving, offering or agreeing to give or offer a loan, reward, advantage, or benefit of any kind to any person for the benefit in order to obtain or retain an advantage in the course of business.  

It is the responsibility of each employee involved in marketing or sales to become familiar with the requirements of applicable business laws and to seek guidance prior to engaging the services of any consultant or marketing representative or making any offer or payments that might be in violation of the applicable business laws.

Competition laws are designed to protect consumers and competitors against unfair business practices and to promote and preserve competition.  

Examples of violations include coordinating price fixing with a competitor/s or agreeing to restrict the supply or type of products made available to customers with a competitor/s.

Violations of applicable competition laws may result in severe penalties against the Company and its employees, including substantial fines and criminal sanctions.

Hence you are expected to maintain basic familiarity with the competition principles applicable to your activities, and you should consult the Company’s General Counsel with any questions you may have concerning compliance with these laws.

 

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