Code of Business Conduct

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The way we do business

Introduction

Colt has an excellent reputation with customers, employees, shareholders and business partners. Each of us must take responsibility for maintaining and enhancing our reputation. This Code of Business Conduct helps you to understand your role in doing this. It is critical to our success. Please read this Code and sign the attached declaration form to confirm that you have read, understood and will comply with the Code. It is intended to help all employees to understand and follow the high standards of conduct to which Colt is committed in respect of conducting business. It covers a wide range of issues such as how we treat our customers, suppliers and employees and seeks to ensure that our actions are not affected by conflicts of interest.

Overview

Colt is committed to the highest possible legal and ethical standards. It is not the policy of Colt merely to comply with the letter of the law. Rather, it is the policy of Colt to instil and to maintain a true culture of compliance with all laws, rules and regulations wherever we do business.

In conducting Colt’s business, each employee and person acting for Colt has an unqualified responsibility to observe and to comply with all applicable laws, rules, regulations and commonly accepted business standards of conduct and courtesy. We must ensure that our conduct always sets the best possible example. Conduct that may permit even a mistaken inference of wrongdoing must be avoided. All Colt employees and persons acting for Colt are expected to demonstrate high standards of personal and professional conduct, including honesty, integrity, personal responsibility and professionalism.

Conduct which damages Colt’s reputation is prohibited. Colt reserves the right to take any action that is deemed appropriate in the following situations:

  • The employee’s behaviour or actions outside working hours or away from Colt’s premises may bring Colt into serious disrepute or may materially damage Colt’s interests
  • Such behaviour or actions could create a hostile or intimidating environment during working hours and when conducting business away from Colt’s premises
  • Such conduct could have an adverse effect on a person’s ability to perform properly their duties of employment
  • Criminal behaviour (e.g. the use of illegal drugs)

Anti-Bribery

Prohibition of Kickbacks, Bribes and Payoffs All kickbacks, bribes and payoffs, whether in cash or any other form, are prohibited. This includes cash equivalents, entertainment, gifts, property, charitable donations or sponsorships, political contributions, employment or internship, kickbacks, bribes and payoffs may not be promised, nor may they be received by you or by any member of your family e.g. services supplied to a customer or employee relating to their family /private home. Never offer, promise, give, receive or authorise anything of value to anyone with the intention to obtain or retain business or any other advantage. For example offering or receiving works on private property or private services is strictly prohibited.

Prohibited payments do not become permissible when made indirectly. You may not, for example, authorise or allow a third party to make a prohibited payment on behalf of Colt. Neither may you allow all or part of a legitimate payment to be diverted. It does not matter that a prohibited payment may be demanded by a public official. The prohibited payment still may not be made.

Facilitation payments, paid to speed up the performance of a function or activity to which the payer is legally entitled (e.g. releasing goods held in customs, issuing permits), are prohibited.

We do not authorise any person to make facilitation payments on our behalf and we seek to ensure that our agents and other intermediaries do not make facilitation payments on our behalf. If you have doubts about a payment and suspect that it might be considered a facilitation payment, only make the payment if the official or third party can provide a formal receipt or written confirmation of its legality. If you are in any doubt whether a payment can be made, consult the Corporate Compliance Committee below. If the demand is accompanied by immediate threat of physical harm then put safety first, make the payment and report immediately to Corporate Compliance Committee the circumstances and amount of the payment.

Failure to report a prohibited payment is itself a violation of this Code of Business Conduct and may result in disciplinary procedures being implemented. This is so even if the person with knowledge of a prohibited payment played no role in making the prohibited payment.

All of us at Colt have an affirmative obligation to ensure that prohibited payments are not made.

Anti-Fraud, Tax Evasion and Money Laundering

Fraud is the criminal deception or the use of false representation to gain an unjust advantage (ex: falsifying the goods or services received on a supplier invoice). Money laundering is the process of taking the proceeds of criminal activity and making them appear legal. Tax evasion is the use of illegal methods to pay less tax or no tax at all.

Any involvement, either by Colt or its employees or with parties involved in fraudulent activities, in tax evasion or in money laundering may result in significant revenue loss for Colt and possible sanctions for its directors and/or employees. It may also put Colt’s licence to operate at risk and result in irreparable reputational damage.

It is our duty to ensure that Colt complies with the processes, procedures, systems and checks as required by European and local legislation and regulation related to anti-fraud and the prevention of tax evasion and money laundering. Any suspicion of fraudulent activity, tax evasion or money laundering, whether by a Colt employee or a third party, must be reported immediately to the Corporate Compliance Committee. All instances of suspected fraudulent activity, tax evasion or money laundering will be investigated and action taken as appropriate.

Hospitality and Gifts

It is not our policy to prevent employees giving or receiving gifts of modest value or preventing you receiving or giving reasonable business-related hospitality (e.g. dining or attending sports or social events) subject to the following guidelines:

You must not accept any form of hospitality, gift or service, directly or indirectly which might lead the giver to think they are going to benefit in some form. Also, vice versa, you must not offer any form of hospitality, gift or service, directly or indirectly which might lead the receiver to think Colt is going to benefit in some form.

Legitimate business entertainment should provide an opportunity for substantial interaction and enhance Colt’s overall relationship with its business partners. Gifts and entertainment must not be inappropriate (i.e. adult themes, visits to casinos etc.) or so unique, unusual, frequent or lavish as to raise questions of impropriety.

Hospitality – Limit of the local currency equivalent of EUR 150 per person per event and a lower limit of the local currency equivalent of EUR 50 per person per event for government related customers/suppliers (1) (with the exception of the countries listed below (2))

You may give or accept hospitality, including meals or tickets to sporting, cultural, social or entertainment events, subject to the following conditions:

  • Pre-approval must be obtained from the Corporate Compliance Committee if the total value of the hospitality to be offered or accepted exceeds the local currency equivalent of EUR 150 per person per event or EUR 50 per person per event if government/public entities are involved. As general guidance, sporting events with an excessive value are unlikely to be approved by the Corporate Compliance Committee, regardless of their uniqueness.Example: A budget of the local currency equivalent of EUR 420 for three people attending the same event is acceptable and does not require the pre-approval from the Corporate Compliance Committee as it does not exceed the limit of the local currency equivalent of EUR 150 per person per event.Example: A budget of the local currency equivalent of EUR 420 for three people including government related customers/suppliers attending the same event is NOT acceptable and does require pre-approval from the Corporate Compliance Committee. A budget of the local currency equivalent of EUR 150 for three persons would be acceptable as it does not exceed the limit of the local currency equivalent of EUR 50 per person per event.Example: Tickets to attend the finals or semi-finals of highly regarded sports events (Olympic Games, Rugby World Cup, Football World Cup, Football Premier League, World Golf Championship/Ryder Cup, Wimbledon, etc.) would be considered as inappropriate and too lavish because of the uniqueness of these events. Pre-approval would not be granted by the Corporate Compliance Committee. However, tickets to attend quarter finals of the same events may be considered for pre-approval by the Corporate Compliance Committee.
  • All business entertainment that does not exceed the authorised threshold still requires pre-approval from your line manager or designated approver.
  • It is important that the person providing hospitality attends the event with the recipient and the primary purpose of attending is to discuss business or build a business relationship. If you give or accept tickets where the one giving does not attend the event with the recipient, then the transaction is considered a gift and is subject to the overall annual limit of the local currency equivalent of EUR 150 or EUR 50 for government related customers/suppliers per calendar year (see below).
  • Resale of tickets is expressly forbidden.
  • If the relevant currency is not Euro, please use the equivalent currency.
  • You may not offer or accept hospitality whilst any contractual negotiations are ongoing

Note: Due to more restrictive requirements, all business entertainment provided to government related customers/suppliers from the following countries must be pre-approved, regardless of the value of the hospitality: Hong Kong, Japan, South Korea, and U.S. However, simple refreshments provided in the office (tea, coffee, soft drinks) and light snacks are not considered business entertainment. Light refreshments do not require pre-approval when provided to any government related customer/supplier.

If you have any questions as to the value or permissibility of a gift or hospitality, you should seek guidance from the Corporate Compliance Committee. For the avoidance of doubt, hospitality includes food and drink.

Gifts – Annual Limit of the local currency equivalent of EUR 150 in total and a lower limit of EUR 50 in total for government related customers/suppliers(3) (with the exception of the countries listed below(4))

You may not give or receive gifts or gratuities with a value of more than the local currency equivalent of EUR 150 per calendar year to or from any individual or company (or collectively individuals within the same company) who is a current or prospective vendor, customer, supplier or business partner of Colt. The limit is reduced to EUR 50 (or the local currency equivalent) per calendar year for government and public official customers and suppliers. (If you wish to give or receive a gift of more than this, you must seek permission from the Colt Corporate Compliance Committee.

Note: Due to more restrictive requirements, all gifts provided to government related customers/suppliers from the following countries must be pre-approved, regardless of the value of the gift: Hong Kong, Japan, South Korea, and U.S.

Regardless of value, you may not engage in any of the following activities in connection with your status as an employee of Colt:

  • Giving or receiving cash, cash equivalent gifts, cheques, or other negotiable funds.
  • Soliciting any gift, favour or other form of preferential treatment.
  • Borrowing or lending money (other than from any entity that is in the business of lending, on normal terms generally available).
  • You may not offer or accept gifts whilst any contractual negotiations are ongoing.

In deciding whether to give or receive a gift, consider whether disclosure of the full details of your acceptance of the gift would damage in any way the Company’s integrity or reputation.

 

  Hospitality Limit Per Person Per Event Gift Limit Per Year
Government related customers / suppliers (5) € 50 € 50
All other types of customers / suppliers € 150 € 150

 

(1) Government related customers/suppliers refers to any individual that is an elected or appointed government official, employed by a government agency or entity, or employed by a company that is owned or controlled by the government (e.g., public university, telecommunications company, or any other stateowned entity).
(2) Hong Kong, Japan, South Korea, and U.S.
(3) Government related customers/suppliers refers to any individual that is an elected or appointed government official, employed by a government agency or entity, or employed by a company that is owned or controlled by the government (e.g., public university, telecommunications company, or any other stateowned entity).
(4) Hong Kong, Japan, South Korea, and U.S.

Conflicts of Interest

Colt expects all employees to display a high degree of business loyalty to the Company and in turn Colt is loyal to, and supportive of its employees. No employee may engage in business activities that cause, or may reasonably be thought to cause, a conflict with the interests of the Company. A conflict of interest may arise when an employee is influenced by considerations of gain or benefit for his or herself or a family member. If a conflict of interest may arise or appear to exist, it should be avoided and must be disclosed. Conflicts of interest take many forms. They cannot all be specifically addressed by this Code of Business Conduct. The following are examples of conflicts of interest that must be avoided:

  • Engaging in any activity that competes with Colt or gaining a personal benefit from a relationship with a third party that does or is trying to do business with Colt.
  • Personally receiving cash, special discounts or gifts from any Colt customer or supplier, which might lead the giver to think they are going to benefit in some form.
  • Using Colt’s time or resources for personal benefit.
  • Serving as an employee, consultant, officer or director of any customer, supplier or competitor of Colt without the prior written approval of the Corporate Compliance Committee.
  • Acquiring or maintaining any financial interest in any customer, supplier or competitor of Colt. Owning publicly traded securities is acceptable, however, provided that such ownership does not provide you with management influence or control.
  • Supervising, reviewing or influencing the job evaluation, hiring, pay or benefit of any family members at Colt or any supplier or customer of Colt. However this is not intended to prevent employees recommending family members for employment at Colt.

Fair Competition

Colt believes in vigorous yet fair competition and supports the development of appropriate competition laws. Many countries prohibit collaboration with competitors, or competitors’ representatives and other activities that reduce competition. These actions can result in criminal penalties for you and Colt. The following are some examples of prohibited conduct:

  • Any discussion with a competitor about the setting of any terms of sale (e.g., discounts, prices, credit terms, etc.), the setting of production levels, dividing customers or territories or boycotting any customer.
  • Any discussion or attempt to influence customers regarding their resale prices.

Competition laws can be breached in conversations or with behaviour that may appear harmless, for example, if the prohibited conduct or statement:

  • Was made at a social occasion. It is irrelevant that they were not made at a business meeting or in a formal setting;
  • Was made as a joke or light-hearted remark;
  • Was made by a junior employee, the seniority of the person making the statement is irrelevant.

If you are the recipient of a statement suggesting collaboration or collusion, remaining silent, or the absence of any explicit action to distance Colt and you from any suggestion made by another party, would be taken to imply consent and could therefore expose Colt and you to breaches of competition laws and criminal sanctions.

If you suspect that a Colt employee has made a statement suggesting collaboration or collusion, or if an employee or representative of a competitor makes such a suggestion to you or another Colt employee, the matter should immediately be reported to the Corporate Compliance Committee.

Confidentiality

You may have access to confidential information due to your employment. Such information must not be shared with others outside Colt or used for personal gain. You may not trade securities based on inside information you have received. Confidential information includes customer information, supplier information, knowledge of business plans or projections, sales or marketing programmes, customer lists, significant legal or regulatory action or strategy, new products or price changes, changes in senior management, divestitures or mergers and acquisitions.

Appropriate Use of Electronic and Other Company Resources

You are expected to use all Colt resources in a responsible manner. Although incidental or occasional personal use of such assets is permitted so long as it does not interfere with the conduct of Colt business, misapplication or waste of such assets is prohibited and may amount to a criminal act. All electronic resources of the Company are assets belonging to Colt.

  • You should protect your own password, if you have one, and not use anyone else’s ID to access records.
  • Do not alter records or software unless you are authorised to do so and always ensure that any software you use has been obtained from authorised Company suppliers.
  • Only install software if you are authorised to do so.
  • You must not use Colt assets to access inappropriate websites including those devoted to pornography, terrorism or other criminal, unethical or inappropriate activities inconsistent with Colt’s values.
  • You must avoid opening spam mail.

In most countries the above will supplement other guidelines for the use of electronic and other Company resources.

See the Information Risk Management intranet site for more details:

 

Data Protection

EU directives and local laws provide for the protection, transfer, access and storage of personal information on customers, employees, contacts and other individuals. To achieve compliance with these provisions you must comply with Colt’s Data Protection and Compliance Policy and related procedures and information. This policy and other relevant policies and procedures which relate to your function have been provided to you.

Government, Media and Investor Relations You must refer all media and investor inquiries to the External Communications Team. Wherever possible, please contact a communications specialist before agreeing on any activities with third parties. Please refer to the Media Relations Policy and Social Media Policy .

Integrity of Transactions and Accuracy of Books and Records

The integrity of Colt depends on only entering into legitimate business transactions and engagements that have been appropriately approved and properly documented. All accounting records, employee records, employee expense claims, application forms and other corporate books and records must accurately and fairly reflect all underlying transactions. It is every Colt employee’s responsibility to make sure that correct authority for each transaction has been obtained and documented and that receipts, disbursements, journal entries and similar records are accurate. These documents must contain wording that clearly describes the reason and purpose for each transaction and must be appropriately retained in compliance with Colt’s Document Retention and Destruction Policy. You are prohibited from making any false or fictitious entry in any of the books and records of Colt or its affiliates or subsidiaries.

No payment on behalf of any corporate entity shall be approved or made with the express or implied agreement or intent that any part of such payment is to be used for any purpose other than that described by the documents supporting the payment. Accordingly, any agreement for the employment of a sales agent, business consultant or promoter or for the payment of a finder’s fee shall be based upon documentation that accurately reflects the true nature of the arrangement. Policies with respect to retaining agents and other third parties are discussed in more detail below.

Examples of transactions that would violate the Code of Business Conduct include the following:

  • Payments that are falsified or not recorded in the Company’s accounting records.
  • Claiming reimbursement of expenses which are not incurred in the furtherance of Colt's business or are outside of the policies or procedures on the payment of such expenses.
  • Payments that are made through backdated or altered invoices.
  • Any transaction in which invoices do not set forth the true transaction purchase or sale price.
  • The creation or maintenance for Colt of any bank account in a name other than the name of the Company.

Undisclosed Funds

Colt will not create or maintain any secret or unrecorded fund or asset. Any employee having knowledge of any secret or unrecorded fund or asset should immediately report the matter to the Corporate Compliance Committee.

Employees Colt is committed to attracting and retaining the best people based upon ability and merit and maximising every opportunity for employees to share in its success. Through its internal information systems and consultation processes, Colt will maintain good communications with all employees. Colt seeks to engender a culture of openness and honesty, with individuals expected to treat each other properly and with respect and consideration at all times.

Colt will not tolerate harassment, bullying or inappropriate behaviour of any form, whether physical, verbal or non-verbal, that has the purpose or effect of violating a person’s dignity or creating an offensive, intimidating or hostile environment. Sexual harassment and harassment based on someone’s age, disability, gender, marital status, pregnancy/maternity, race, religious or other beliefs, or sexual orientation is unacceptable. Apart from being unlawful in most of the countries in which Colt operates, such harassment is disruptive and contrary to Colt's values.

The following items are some examples of what could be perceived as unacceptable behaviour:

  • Unwanted physical contact or intrusion by pestering and stalking
  • Unwelcome remarks about a person’s age, dress, appearance, race or marital status
  • Sending offensive text messages or unwanted emails or attachments
  • Telling or circulating inappropriate jokes
  • Offensive language, gossip, slander; spreading malicious rumours
  • Undue pressure to participate in political/religious groups
  • Making offensive and abusive remarks
  • Personally insulting comments and actions
  • Any abuse of power including persistent unwarranted criticism
  • Verbal or physical threats or violence
  • Deliberate withholding of knowledge or information (without good reason)
  • Deliberate sabotaging of, or impeding, work performance
  • Shouting or other aggressive behaviour
  • Setting unrealistic targets or impossible deadlines or constantly undervaluing efforts (without good reason)
  • Ridicule of the recipient’s work, ideas, opinions, appearance or behaviour
  • Deliberate isolation or ‘cold-shouldering’ of individuals
  • Non-cooperation to make someone feel uncomfortable

Discrimination on the grounds of age, disability, gender, marital status, pregnancy/maternity, race, religious or other beliefs or sexual orientation is not acceptable. Violations of this policy will result in disciplinary action including termination of employment where appropriate. Incidents of harassment or discrimination should be reported to your local Human Resources Manager.

Rights at work Colt is committed to upholding the fundamental human rights set out in the eight conventions published in 1998 by the International Labour Organisation and requires all employees to ensure, through their conduct and responsibilities that the Company complies with all of the ILO’s Fundamental Principles. These conventions cover the areas of:

  • freedom of association and the effective recognition of the right to collective bargaining
  • the elimination of all forms of forced or compulsory labour
  • the effective abolition of child labour
  • the elimination of discrimination in respect of employment and occupation

Colt is committed to ensure that it, and its suppliers, avoid the use of slaves, of forced or bonded labour and of child labour. In particular suppliers should ensure that slavery and human trafficking are not taking place in any part of their business or their supply chain, and if required to do so under the Modern Slavery Act, should provide a statement in that respect.

 

Creating a Safe Working Environment

You are obliged to carry out your work in a safe manner, not to cause harm either to yourself or to others, and you can report any potentially unsafe or unhealthy situations to the Health & Safety team using the Health and Safety Portal incident reporting system on the Intranet. You must observe all health and safety and environmental regulations. These vary from country to country, you must find out what the rules are and follow them.

People Acting on Behalf of Colt

From time to time, employees retain third parties to act on behalf of Colt. Such third parties include agents, sales representatives and consultants. Any employee involved with the retention of a third party has a responsibility to satisfy himself or herself that appropriate safeguards have been established to ensure that the third party will comply with this Code of Business Conduct, and all relevant laws. All contracts with third parties must be reviewed and approved in advance by the relevant Colt legal adviser.

Political Payments

No Colt business unit, entity or employee shall pay any Colt funds or provide any Colt facilities or services to any political party, or to any political office holder or candidate, or to any initiative or referendum campaign, except with the prior written approval of the Board of Directors of Colt Group Holdings Limited.

Reporting Prohibited Conduct

You may not act in any manner that will violate any Company policy, and you may not ask any other employee or person acting on behalf of Colt to commit a violation. In addition, if you have information or knowledge of any conduct or transaction prohibited by this Code of Business Conduct, you must promptly report such matter to your manager and to the Corporate Compliance Committee and/or to the Colt Business Ethics Line.

A failure to report a known violation may subject you to disciplinary action. All reports must be truthful, accurate and made in good faith. No person reporting a suspected violation will be subject to retaliation because of a good faith report. All reports will be maintained in complete confidence to the extent possible.

Discipline

Violations of the policies described in this Code of Business Conduct or of any other applicable policy of Colt, may result in disciplinary action. Depending on the circumstances, including the nature and severity of the violation, disciplinary action may include termination of employment.

Enforcement and Compliance

All employees are required to confirm that they have read and will comply with this Code of Business Conduct. The Code of Business Conduct is subject to and does not replace local legislation or regulation. It is your responsibility to be aware of and understand the provisions of the Code of Conduct.

The Human Resources executive responsible for providing your joining documentation should provide you with this Code of Conduct for signature. You are required to acknowledge that you have read, understand and are in compliance with the Code of Conduct and that you agree that, as a condition of your employment, you will abide by the Code of Conduct. Failure to acknowledge the Code of Conduct will not affect the applicability of the Code or any of its provisions to you.

If in doubt about the interpretation of this Code of Business Conduct or its applicability, please contact the Corporate Compliance Committee, the contact details are provided below. This includes any suspected violation of this Code of Business Conduct and any questions, exceptions or interpretation of this Code of Business Conduct.

The Corporate Compliance Committee is responsible for supervising and administering this Code. When necessary, the Corporate Compliance Committee acts in consultation with other members of senior management. The Corporate Compliance Committee reports to the Audit Committee of the Board of Colt Group Holdings Limited

The Chairman of the Corporate Compliance Committee shall notify the Chairman of the Audit Committee and the Chairman of the Board of the following alleged breaches of the Code of Conduct as soon as possible:

  • Incidents that pose reputational, legal, compliance, regulatory risks to Colt
  • Incidents that may amount to gross misconduct permitting summary dismissal such as theft or violence
  • Any matters that may have a material impact on the financial statements
  • Any criminal activities
  • Any allegations against a member of the senior management team
  • Any similar serious allegation or incident

Members of the Corporate Compliance Committee can be contacted by e-mail, by telephone or in writing; details are given at the end of this Code. All employees and people acting for Colt are encouraged to contact the Corporate Compliance Committee when they believe it necessary to do so. The Colt Business Ethics Line has been established as an alternative confidential reporting facility available to employees.

 

Contacting the Corporate Compliance Committee

The Corporate Compliance Committee can be contacted:

  • By e-mailing CorporateComplianceCommittee@colt.net
  • By writing to The Corporate Compliance Committee, c/o The General Counsel, Colt, Colt Technology Services, Colt House, 20 Great Eastern Street, London, EC2A 3EH

 

Contacting the Colt Business Ethics Line

The Business Ethics Line is a confidential facility for you to raise any concerns you have regarding any breaches of the Code.

The Business Ethics Line is provided by Safecall (which is independent of Colt) and is free and available 24 hours a day 7 days a week for Colt staff to raise any concerns confidentially.

Reports must be truthful, accurate and made in good faith. In most Colt countries you can make anonymous reports if you wish. In some countries anonymous reports are not permitted so you will be asked for your name by the Business Ethics Line - although such details will be kept confidential.

The Business Ethics Line can be contacted by telephoning the following freephone numbers:

Country Phone Number
Austria 00 800 7233 2255
Belgium 00 800 7233 2255
China 10800 7440605 (Unicom/Netcom
10800 4400682 (Telecom)
Denmark 00 800 72332255
France 00 800 72332255
Germany 00 800 72332255
Hong Kong 3077 5524
India 000 800 4401256
Ireland 1800 812740
Italy 00 800 72332255
Luxembourg 00 800 72332255
Netherlands 00 800 72332255
Portugal 00 800 72332255
Romania 0372 741 942
Spain 00 800 72332255
Sweden 0850 252 122
Switzerland 00 800 72332255
UK 0800 9151571
USA 1 866 901 3295

This Code of Business Conduct document is owned by the Chairman of the Corporate Compliance Committee.