Code of Business Conduct

Approved on 5 August 2021 by UAB Staticus Group General Manager

Introduction

The main purpose of this Code of Business Conduct (hereinafter, “the Code”) is to present recommendations for how the employees, management and members of the Board (hereinafter, “the Employees”) of the companies, which belong to STATICUS Group (hereinafter, “STATICUS” or “the Company”), should behave.

The Code shall also provide suppliers, partners, subcontractors, agents (hereinafter – the Suppliers) that are directly or indirectly in business relationship with the Company with guidelines for their actions.

The Code reflects the vision, mission and fundamental values of STATICUS, helps the Employees to cultivate them, and shows how the Employees are to work as a team, with clients, business partners and other members of society. The purposes of the Code are:

to define behavioural norms and rules;
to set the guidelines of how the Company should operate;
to inform and educate the Employees on matters concerning business conduct and behaviour in a business environment;
to cultivate Employees’ sense of responsibility;
to protect the Employees from ambiguous and conflict-prone situations and unethical behaviour, describing cases of intolerable behaviour.

The recommendations made in the Code cannot be regarded as all-encompassing or even thorough, because it is impossible to foresee and describe in advance all the potential circumstances which may be encountered. This guide is limited to ethical behavioural principles, which are to be applied in the day-to-day activities of Employees.

Despite the above-mentioned limitation, it is possible that Employees will find themselves in situations with respect to which no specific behavioural principles have been determined. In such cases, it is very important that Employees appropriately choose and apply the recommendations made in this Code, using their own discretion. It is also expected that in such situations Employees will seek the advice of their immediate supervisors.

Governing principles of the code

The norms of business conduct and behaviour stated in the Code reflect these fundamental principles:

Respect for the Human Rights:

not to violate applicable laws or other legal acts, not to ignore a person’s rights, and upon encountering violations of the rights of other individuals, to do all that is necessary to end such violations;
to treat the Employees equally by speech, actions or proposed decisions, not to discriminate against individuals or social groups on account of gender, sexual orientation, age, race, religion, skin color, national origin or family status, and to take lawful measures to stop such discrimination when encountered;
to behave courteously, in good will and with tolerance, without regard to individual characteristics, wealth, social status or point-of-view.
encourage diversity and appreciate individual qualities of each and every Employee;
at all times protect fundamental rights to health and safety of the Employees.

2. Honesty and Loyalty:

to carry out one’s promises;
to strive for conformity of one’s actions with one’s words;
to behave honestly and honourably, to observe the requirements of the law and to protect the good name and reputation of STATICUS;
not to use work time or Company-provided work tools, financial or material resources to satisfy one’s own needs or those of family and friends;
not to engage in deception or fraud;
not to participate in unlawful or dishonourable activity.

3. Responsibility and Accountability:

to base one’s professional activity on personal responsibility for the consequences of one’s decisions or actions, their potential benefits and harms, and short-term and long-term effects;
to accept responsibility for one’s actions, not seeking to hide behind team decisions;
to understand and appreciate the Company’s commitments to its clients, business partners, employees and shareholders;
to educate responsible behaviour with regards to environmental and sustainability issues.

4. Impartiality and Objectiveness:

to take decisions in accordance with clear criteria, avoiding bias and emotions when considering opponents’ as well as experts’ opinions and other objective factors;
to evaluate people by considering their competence, skills and achievements;
to value enterprise, initiative, cooperation and openness.

5. Exemplary behaviour:

Each and every one of the Employees, by appearance, speech and behaviour, should set the example, observing universally recognized behavioural rules;
to always show concern for the image of STATICUS;
to be precise, punctual, not to abuse alcohol and substances, not to harass, not to use inappropriate language.

Relations with clients

STATICUS constantly strives to improve, so it is important for us to know what our clients think of our behaviour with them and of our products and services. It is precisely for this reason that we constantly inform clients of how they can express their opinion and, upon receiving client complaints, we respond to them in a professional way. The foundation of success for STATICUS is the quality of the goods sold and services provided to clients as well as the efficiency of our activity. When communicating with our clients, Employees:

uniformly highly value all clients;
cooperate, seeking partnership and mutual advantage;
ground relations with clients in mutual respect and tolerance;
carry out promises in timely fashion;
provide accurate information about products, services and prices, avoiding misleading statements;
are attentive and objective;
avoid excessive generalisation (categoricity);
do not spread negative information about other clients (clients’ competitors);

Employees shall at all times maintain professional relations with our clients. However, the Employees that are in contact with the representatives of the clients for reasons, not directly related to the business activities of the Company, act in their own name and interests and, thus, do not represent the Company.

Relations with suppliers

STATICUS seeks to be a reliable partner to suppliers. We devote all our attention to long-term, positive business relationships and healthy cooperation. We expect our suppliers to observe international standards for human rights, working conditions, environmental protection and anti-corruption efforts. We encourage suppliers to base their activity on principles similar to those in this Code or adapt their own codes of conduct; it is an important criterion when first establishing or further developing business relationships.

We select and evaluate suppliers in accordance with established criteria, including quality, price, accessibility, capacity to carry out tasks and reliability. Suppliers shall ensure corporate responsibility, especially social and environmental protection aspects, as well.

When selecting Suppliers, we prioritize suppliers that are socially and environmentally responsible. We believe that by cooperating with Suppliers that care about the planet, we will be able to create environmentally sound and sustainable products. Suppliers should pursue activities which allow using the resources efficiently, reducing use of harmful substances, focusing on climate, energy, sustainable materials and reduction of waste. Suppliers shall strive to implement and constantly update mechanisms and materials used in everyday production to make it as friendly to the environment as possible.

Relation with competitors

STATICUS stands in favour of honest and open competition in all markets. We care about healthy functioning of the markets and well-being of customers. The Company does not support any form of anti-competitive behavior, including but not limiting to pricing fixing, concerted practices or abuse of dominant position. We support appropriate and unrestricted competition with regard to bids, tenders, procurement and purchasing in all phases of its operations.

STATICUS seeks to compete honestly, following principles of ethical business conduct and observing laws that are currently in force. STATICUS seeks to win in such competitive conditions by improving the effectiveness of its management, increasing its productivity and decreasing its costs.

STATICUS does not distribute negative information about its competitors in some kind of effort to achieve commercial advantage.

Relations within the company

STATICUS supports international human rights and respects the dignity of all employees as defined in the Universal Declaration of Human Rights and in the main conventions of the International Labour Organization:

we do not make use of the labour of children, prisoners or those compelled to work by force. A child is a person below the age of 15, or below any higher minimum age specified by domestic law;
we evaluate all employees uniformly and fairly. We seek to establish a working environment in which individuals are respected, equally treated and provided with equal opportunities regardless of individual differences, abilities or personal characteristics. No employee or candidate for employment is to be discriminated against or persecuted on account of age, race, gender, religion, disability, national origin, sexual orientation, family status or political belief.

The Company strictly adheres to labor law regulations and in particular with regards to wages, working hours, benefits, collective bargaining agreements.

STATICUS creates and constantly improves a safe and healthy working environment, ensures work safety, prevents potential harm and responds to conditions harmful to health, making use of measures to encourage health and well-being.

Carrying out assigned tasks and instructions, Employees provide colleagues from their own and other operating units information needed according to their job functions, do not hinder colleagues’ work and do not create situations in which a colleague is compelled to announce information that is forbidden for others to know.

Employees observe principles of good will and try to solidify mutual trust. Harassment, discrimination or any other kind of inappropriate workplace behaviour is not tolerated. In relations with colleagues, the following are to be avoided:

humiliation or insult;
public discussion of an employee’s character or personal characteristics;
derogation of an employee’s work or property;
calumny, slander or abasement of reputation;
provocation of conflict, using one’s job-related or psychological advantages;
demonstration of negative emotions.

Managers respectfully and moderately behave with subordinates; instructions, assignments and remarks to subordinates are made only in a proper way, trying to create in the team a productive and friendly environment, to prevent conflict, to eliminate the causes of disagreement; not to express openly their personal like or dislike of subordinates and other employees, to evaluate objectively the job-related properties and achievements of subordinates. Those managing others have the following additional duties:

to set an example; to show what it means to behave honestly and fairly;
to ensure that subordinates are qualified and professional;
to monitor subordinate Employees, including temporary employees, to ensure they observe the laws and procedures applied in the Company and the provisions of this Code;
to support Employees who ask questions in good faith or express concern regarding observance of laws and the Company’s rules and regulations as well as matters of honesty. Revenge may never be taken in any form against an Employee who raises such questions or expresses concern regarding such matters;
To report possible violations to his/her manager or directly to the Company’s head using of an anonymous hotline: http://anonymouse.org/anonemail.html.

The Company implements zero tolerance policy with respect to harassment, sexual harassment or any form of mental violence. Detailed measures preventing and dealing with abusive behaviour are set out in STATICUS Anti-Harassment Policy.

Employees may participate in political and social activity, run for office as candidates in elections, manage election campaigns, raise funds or otherwise participate in or contribute to the activity of an organisation or party, but with the condition that such actions are clearly separated from their professional activity and responsibility and do not hinder the appropriate performance of their duties in the Company.

Employees are to inform their managers about participation or intention to participate in elected organs of political parties and national and municipal government.

Employees are to ensure that their public statements and expressions are understood as only their own personal opinion, and not that of the Company.

Environment and Sustainability

STATICUS is certified under ISO 14001 standards that provide for an effective environmental management system. Therefore, the Company strives to ensure that exposure to the environment is mitigated to the smallest degree.

To ensure safe handling, movement, storage, recycling, re-use and disposal, the Company manages substances that possess an environmental risk if released in the environment and complies with applicable regulations for recycling and disposal of such waste.

The Company makes effort to preserve environment by reducing or eliminating waste of all types, by implementing appropriate conservation measures during production and maintenance processes.

Hospitality and gifts

The purpose of business entertainment and commercial gifts is to establish firm business relations of good-will, not to seek a dishonest advantage with respect to clients or sellers. Employees or their family members may not offer, give, provide or accept gifts or entertainment except such cases when they meet all of the following listed conditions:

they are presented without prior agreement;
they are not expressed in terms of cash;
they conform to usual and customary business practice;
they are not of especially large value, i.e., not more than EUR 100;
they are not to be understood as a bribe or other unlawful or illicit payment;
they are presented or received without any obligation or commitment;
they are presented without the purpose of compelling the performance of certain work or compensating for inappropriate performance of duties or activity, or seeking to gain or maintain business or to obtain a business advantage;
they are presented without violating applicable laws or legal acts.

Additional recommendations regarding gifts and entertainment may be specified in the legal acts of states in which activity is conducted. If one is unsure regarding the appropriateness of a gift or entertainment, please consult with one’s supervisor or manager.

An Employee is required to report to his/her manager in written form (e.g., e-mail) about a received gift if such gift does not meet the criteria specified above. An Employee must also report to his/her manager, or directly to the Company’s head using of an anonymous hotline: http://anonymouse.org/anonemail.html, if a gift received by another Employee possibly does not meet the criteria specified above.

Bribery and corruption

STATICUS does not tolerate any form of corruption or influence peddling. Our commitment regarding honest activity means a commitment to avoid any form of corruption whatsoever, including but not limiting to bribery, and to observe the laws in force regarding corruption prevention in every state in which we operate. STATICUS has committed itself to carry out its operations and conduct its business such that the Company does not participate in and does not encourage any form of corruption whatsoever.

Employees are never to offer and are never to accept any payment or compensation whatsoever, with the exception of such usual and customary cases of hospitality, when such hospitality is with reason not regarded as means by which to influence business decisions. STATICUS prohibits its Employees from giving, offering or promising money or transferring items of value, as well as providing services, preferential treatment, gifts or entertainment to individuals working in state institutions, officials or other individuals, whose legal status is equated to government officials, if by such actions it is intended to unlawfully obtain or maintain business or to achieve other purposes.

STATICUS does not provide financial support to political parties, groups or politicians. Seeking to prevent attempts to circumvent the Company’s rules and regulations regarding bribery and corruption, we commit that contracts agreed with consultants, brokers, agents and other intermediaries are never to be used as an instrument for directing payments to any party.

Facilitation payments made in a non-transparent manner to a public official or a person equating to a public official are strictly prohibited. Any Employees receiving an offer to make a facilitation payment should politely and explicitly reject it and keep record of his or her refusal.

In cases when the Company launches a tender process, the Employees must never apply a preferential treatment of one of the bidders for subjective reasons, unrelated to the quality and/or price of the products or services being offered.

When STATICUS participates in a tender, the Employees must never unduly influence the organizing entity or its representatives in any way.

Conflict of interests

A conflict of interest is a situation in which an Employee performing his/her duties takes a decision, participates in the taking of a decision or performs other actions disadvantaging the Company’s interests in favour of the private interests of him/her or individuals close to him/her.

At STATICUS, interests of the client and the Company are the main priority that take precedence over any personal interests. Situations must be avoided in which the Employees’ personal, family or financial interests may conflict with the Company’s interests. In the event that the preconditions for such a conflict of interests arise, Employees must inform their manager or directly the Company’s head as soon as possible.

Employees are prohibited from:

seeking personal benefit or paying for personal costs at the Company’s expense by making use of their status;
seeking family interests in a transaction between the Company and any supplier or client;
working for the benefit of other companies, institutions or organisations, or using the Company’s assets, name or reputation for the performance of duties outside the Company. The Employee must report in advance and arrange with his/her manager an opportunity to work in duties outside the Company, engage in business or other supplemental business activity.
engaging in activity which from the point of view of competition would be harmful to the Company or would create a conflict of interest;
making financial investments providing decision-taking authority in companies which compete with the Company, supply goods or services to the Company or have any other kind of business relationships with the Company;
being heads and/or members of the board of other for-profit organisations or companies, with the exception of such cases when Employees are appointed such heads and/or members by the management of the Company;
spreading negative information about the Company and its operations.

Employees who encounter a conflict of interest or suspect or think that such a conflict of interest has developed or will develop are to immediately report such a conflict of interest to their manager or directly to the Company’s head and are to remove themselves from or seek not to influence such transaction on account of which the conflict of interest developed, as well as negotiations, discussions or decisions related to such transaction.

If an Employee determines that another employee has possibly encountered a conflict of interest, she/he is to report this to his/her manager or directly to the Company’s head using of an anonymous hotline: http://anonymouse.org/anonemail.html.

Confidentiality and data protection

The Company’s Employees are required to know what information is confidential and are to ensure the confidentiality of such information. If an Employee does not know what information is confidential, s/he is to consult with his/her manager. The list of confidential information is constantly updated.

Employees leaving the Company are to continue to protect and maintain the confidentiality of information obtained while working at STATICUS.

The Company only collects and processes the personal information of consumers, the Employees and third parties in compliance with applicable privacy laws. Confidential information of the Employees is maintained securely and, unless required by law, may only be disclosed to individuals with proper authorization to receive such information. The Company ensures that only persons who need access to personal data in order to perform their job responsibilities have access to such personal data.

Use and maintenance of the company’s assets

The Company’s facilities and equipment, resources of various types, other material and work time are to be used only for the Company’s lawful business interests.

Employees are required to maintain all of the Company’s assets necessary for performing their work, and also to take the actions necessary to prevent unlawful use of such assets, or the damage or theft of such assets. The Employees shall use assets of the Company in a sustainable and proportionate manner.

Employees’ obligations regarding protection and maintenance of the assets of STATICUS also include information belonging to the Company. The unlawful use or distribution of such information is considered a violation of STATICUS policy, such actions are considered unlawful and civil and/or criminal liability is applied to such violations.

The Company’s assets cannot be loaned, sold or transferred in any other way, or used for personal purposes.

Assurance of the effectiveness of the code of business conduct

STATICUS has confirmed this Code of Business Conduct in the expectation that all Employees are to appropriately observe the principles and norms stated in it. The head of the STATICUS company is responsible for monitoring of the Code’s observance and is to report cases of non-observance of this Code to the companies’ boards. The Employees are required to immediately and appropriately respond to all violations of this Code and are to inform their managers or directly report to the Company’s head using of an anonymous hotline: http://anonymouse.org/anonemail.html.

The Company comprehensively supports its Employees who honestly and conscientiously observe the provisions of the Code, especially when they encounter external pressure to violate such provisions.

Every Employee is required to read this Code and observe its provisions. In the event of a violation of the Code, the Employees may be subject to disciplinary measures as provided by law, including release from employment.

Any questions about any part of the Code, or what it means in practice, should go to the managers or directly to the head of STATICUS.

Head officers of the Company are required to ensure the observance of the principles stated in this Code and to confirm more thorough recommendations regarding areas specified in the Code, if in accordance with the laws and legal acts of a specific state it is necessary to take into account the particular requirements for business operations in such state.

Aušra Vankevičiūtė

UAB STATICUS Group General Manager