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.
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.
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. Colt has a zero tolerance approach to the use of illegal drugs.
Conduct which damages Colt’s reputation is prohibited. Colt reserves the right to take any action that is deemed appropriate in the following situations:
Anti-Bribery - Prohibition of Kickbacks, Bribes and Payoffs
All Colt employees must comply with anti-bribery legislation, and avoid all forms of corruption. Where the Colt standard is more stringent than local legislation, the Colt standard will always apply. Employees must not offer or accept, either directly or indirectly, kickbacks, bribes or payoffs in cash or anything of value to secure an improper advantage or benefit; such as win orders, gain insider information or influence tender specifications.
“Anything of value” can be any object, favour, service, cash or cash equivalent, entertainment, gift, property, or anything else, including a charitable donation, sponsoring an event, a political contribution, and employment or an internship, whether paid for personally or by the company. It does not matter that a prohibited payment may be demanded by a public official, the prohibited payment still may not be made.
Here are some examples (but not an exhaustive list) of bribery risk scenarios that a Colt employee could possibly encounter:
Note: The definition of a government official 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 state-owned entity).
Any incident of such a claim being made to an employee with regard to the business they are doing, or hoping to do with a Supplier, must be reported immediately. Failure to report is itself a violation of this Code of Business Conduct and may result in disciplinary procedures being implemented in accordance with local labour laws. For the avoidance of doubt: any request for payment or for pre-payments, from any Colt employee, any individual claiming to act on behalf of Colt, or any Supplier should be immediately reported as mentioned below, to the Colt contact or the Corporate Compliance Committee.
Facilitation payments, which are small payments made to speed up the performance and not the outcome, of a function or activity to which the payer is legally entitled (e.g. releasing goods held in customs, issuing permits or obtaining phone service or some other necessary service from the government or a government-owned or controlled entity), are prohibited.
We do not authorise any employee to make facilitation payments on Colt’s 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.
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.
The following limits on hospitality and gifts must be followed. If a hospitality event and a gift are given / received by or to the same customer / supplier in close succession (within three months), then the Corporate Compliance Committee will review the total amounts collectively and may decline as a result of the combined amount exceeding the local limit.
e.g. if a hospitality event for EUR 140 and a gift worth EUR 100 is offered to a Colt employee in close succession, from a day up to three months apart, this would be collectively viewed and is subject to approval from the Committee (see pre-approval form details below).
Hospitality globally apart from India, must not exceed the local currency equivalent of EUR 150 per person per event.
For India, hospitality must not exceed EUR 50 (local currency equivalent), per person per event.
For an event with government related customers/suppliers  (with the exception of the countries listed below ), the cost must not amount to the local currency equivalent of EUR 50 per person per event.
You may give or accept hospitality, including meals or tickets to sporting, cultural, social or entertainment events, subject to the following conditions:
Pre-approval for all of Europe, Asia, the US and India must be obtained from the Corporate Compliance Committee as per the value determined.
Globally, except India, 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.
For India, if the total value of the hospitality to be offered or accepted exceeds the local currency equivalent of EUR 50 per person per event. As general guidance, sporting events with an excessive value are unlikely to be approved by the Corporate Compliance Committee, regardless of their uniqueness.
 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 state-owned entity).
 Hong Kong, India, Japan, South Korea, and U.S.
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.
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. However, 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.
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.
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, India, 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.
The annual limit for gifts globally, apart from India, is the local currency equivalent of EUR 150 in total.
For India, the annual limit for gifts and gratitude’s is the currency equivalent of EUR 50 in total.
For Japan, gifts of flowers to corporations (not individuals) to celebrate significant events can be approved by the Country Manager, without Corporate Compliance Committee approval, up to a limit of EUR 450. The expense will be for the cost centre of the requestor and any exceptions would need to be raised to the Corporate Compliance Committee. All other gifts must follow the standard limit rules for approval.
Gifts from government related customers and suppliers  (with the exception of the countries listed below ) must not amount to the annual limit of EUR 50 in total. In all of Europe, Asia, and the US, apart from India, 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. For India, the limit is EUR 50 (local currency equivalent), per calendar year, when dealing with an individual or company (or collectively individuals within the same company) who is a current or prospective vendor, customer, supplier or business partner of Colt (other than government officials), If you wish to give or receive a gift of more than this, you must seek permission from the Colt Corporate Compliance Committee (see pre-approval form details below).
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, India, 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:
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.
|Government related customers / suppliers ||€50||€50|
|All other types of customers/suppliers globally, apart from India||€150||€150|
|All other types of customers/suppliers for India||€50||€50|
 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 state-owned entity).
 Hong Kong, India, 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:
An employee who holds or wishes to hold any external directorship positions must seek prior permission from their manager, ensure it avoids conflict and the directorship in question must not interfere with the employees duties to Colt. If a conflict does arise, the employee must resign. Any employee subject to an advanced background screening check will automatically undergo a Directorship check, which would highlight any ongoing Directorships (including Directorships of companies that are not customers. Suppliers or competitors of Colt.
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:
Competition laws can be breached in conversations or with behaviour that may appear harmless, for example, if the prohibited conduct or statement:
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.
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.
GDPR, 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.
Binding Corporate Rules
The Binding Corporate Rules (“BCRs”) are a certification awarded by the European Data Protection Board (“EDPB”) which demonstrates that Colt’s privacy programme is compliant with the General Data Protection Regulations (“GDPR”) worldwide. BCRs allow safe transfers of personal data outside the EU. This certification is recognised globally and must be enforced by every member of the Colt Group, therefore compliance with the BCRs by all Colt employees is critical.
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.
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:
Colt is committed to attracting and retaining the best people based upon ability and merit, as well as 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
Further, Colt is committed to ensure that it and its suppliers adhere to the following:
- Providing a safe working environment for staff and subcontractors
- Validate that all employees and the employees of subcontractors have the legal right to work in the country where services are performed
- Commit to fair labour practices, including the right to belong to a trade union, the payment of at least the legal minimum wage where such exists and a fair living wage where it does not
- Provide a confidential and secure mechanism for employees to raise grievance.
Colt is committed to ensure that it, and its suppliers, prohibit 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
People Acting on Behalf of Colt
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.
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 advisor.
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.
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 Chair of the Corporate Compliance Committee shall notify the Chair of the Audit Committee and the Chair 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.
Gifts and Hospitality Pre-Approval Forms
Employees are required to submit the Gift and Hospitality Forms under the IT Service Now Portal (https://coltit.service-now.com/sp?id=index) when seeking prior approval from the Committee members, before giving or receiving gifts or hospitality in line with the Code of Conduct (or declaring at the time of receiving the gift or hospitality).
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. Contact to the Committee can be made by current and former staff.
The Business Ethics Line is a confidential facility for you to raise any concerns you have regarding any breaches of the Code. http://connect.internal.colt.net/2018/04/business-ethics-helpline/
The Business Ethics Line is provided by Safecall (which is independent of Colt). The line is free and available 24 hours a day 7 days a week for Colt staff to raise any concerns confidentially. Please note that calls within Dalian will be charged at the local rate.
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:
The Colt Business Ethics Line
The Corporate Compliance Committee
|Austria||00 800 7233 2255|
|Belgium||00 800 7233 2255|
|China||10800 7440605 (Unicom/Netcom)|
|10800 4400682 (Telecom)|
|Dalian, China||4008 833 405*|
|Denmark||00 800 72332255|
|France||00 800 72332255|
|Germany||00 800 72332255|
|Hong Kong||3077 5524|
|India||000 800 4401256|
|Italy||00 800 72332255|
|Luxembourg||00 800 72332255|
|Netherlands||00 800 72332255|
|Portugal||00 800 72332255|
|Romania||0372 741 942|
|Singapore||800 448 1773|
|South Korea||001 800 7233 2255 (Korea Telecom)|
|002 800 7233 2255 (DACOM)|
|Spain||00 800 72332255|
|Sweden||0850 252 122|
|Switzerland||00 800 72332255|
|USA||1 866 901 3295|
*You will be charged the local rate to make a call.
This Code of Business Conduct document is owned by the Chair of the Corporate Compliance Committee.