CODE OF ETHICS & BUSINESS CONDUCT OF GROUP OF COMPANIES SIDMA S.A. Page 1 of 7
CODE OF CONDUCT SIDMA S.A., because of its long-lasting development and its many-years experience in business area, has succeed and continues to keep unchangeable the reputation of the company who respects the people who live and do business with it daily. SIDMA s reputation is reflected by the way that the customers and suppliers appreciate the co-operation with it, by the faith and the long-lasting co-operation with its manpower, as well as by the confidence of its investors. This perfect relationship of the Company with its collaborators and the persons who constitute it, imply at the same time the responsibility of the maintaining of this reputation live and powerful. The Company cares to spread to its personnel the feeling of personal and team responsibility for the normal conduct of its businesses. The first concern is the compliance with the Code of Conduct as well as the proper behavior of the personnel and Management of SIDMA Group with their colleagues, co-operators and third parties. The following Code of Conduct is valid for the Group of companies SIDMA S.A. (including subsidiaries). The Company reserves the right to change, amend or eliminate the Code of Conduct, without prior notice to any employee. The Code of Conduct does not influence the employment relationship between the Company and the employees, which is imposed by the Internal Code of Employment, which was validated in 16 March 2005 from the Labour Inspection Service, copy of which is being disclosed to the Accounting Department of the Company. It just sets the fundamental principles and standards that must be followed by each employee during its everyday duties execution. In case that an action is not covered by this Code or the Company s policies in force, the personnel must ask for guidance the Internal Audit Department, or the Manager of the management in which belongs. Page 2 of 7
1. Conflict of Interest No employee may benefit personally from the Company s dealings with others. During the period of the employment in the company, no employee shall engage in any other business whether as an employee, consultant, owner or other participant without the express written consent of the General Manager of the Company, except from companies owned by employees which do not conflict with the employee s obligations toward the Company or interfere with the performance of the employee s job duties. No employee shall enter into, on behalf of the Company, any contract, agreement, or other business arrangement with any close family member or with any corporation, partnership, association, or other entity in which the employee or a close family member has any substantial financial interest, without the express written consent of SIDMA s Board of Directors. 2. Gifts and Bribes No employee may give or accept a bribe. All payments for services provided or received, shall be reasonable in relationship to the nature of the services provided. Gifts should never be given from the personnel or the Management for the purpose of improperly influencing the recipient. 3. Protection & Proper Use of Company s Assets The Company s property must be safeguarded by the employees as if it was their personal property and ensure their efficient use. All Company s assets must be used for legitimate business purposes and not for personal purposes of the employees or the Management. 4. Intellectual property Intellectual property that is designed, created, developed or modified while performing work-related duties, is exclusively Company s property and not the employees. Is prohibited to copy software provided to SIDMA S.A., unless there is a written permission from the IT Manager. Page 3 of 7
5. Fraud, Dishonesty or Criminal Actions Fraud, dishonesty, criminal conduct or any violent action is prohibited by the Company. If each of the above actions, prohibited by the Company, is detected by any employee, it should be reported to the Company s Board of Directors. The company prohibits retribution of any kind against persons who report illegal actions in good faith. 6. Safeguarding of non-public information Confidential information about the Company, its suppliers or customers or affiliated companies, should never be shared with anyone outside the Company, without the prior written approval of Company s Board of Directors. Is prohibited for the employees who left SIDMA to use information about the Company, its suppliers or customers, obtained by them as an employee, or to take confidential Company s records with them. 7. Securities Transactions Prohibition of abuse of confidential information Is prohibited, the persons that possess confidential information because of their position as Members of the Board of Directors or the Top-Management, Shareholders of the Company, Employees of the Company, or because of their criminal actions: o To use this information to buy or sell shares of the Company, for themselves or on behalf of third persons, directly or indirectly. o To announce this confidential information to another person, unless these persons that are subjected to this prohibition, act according to the usual framework of their job. o To advice or prompt another person to buy or sell, directly or indirectly, shareholders of the Company. Information is considered as confidential, when is specific, has not yet announced and its publicity could have a significant effect on the price of the Company s share information that a reasonable investor would consider it Page 4 of 7
important in making his or her investment decisions. Confidential information consists indicatively, but no restrictively, the following actions: significant mergers or acquisitions, information about the payment of dividends, significant change of the business activity of the Company, significant changes in estimated results in relation with the ones that have been already announced. As insiders, except from the employees, managers and members of the Board of Directors, are also persons with close relationship with them, spouses, children, and other relatives living in the same household for at least one year from the date of the transaction, as well as corporations that the business is run by them. The above persons are obliged to notify the Company all the transactions with the Company s shares made, as long as the transactions exceed the value of 5.000 per year (separately and/or additionally). The Company is obliged afterwards to public this information to the investors. For more information about the obligations arose from the Law for the protection of the Hellenic Capital Market Commission (L.3340/2005 and relative regulations), as well as for the penalties in case of abuse of this information or guidance of the market, each employee should consult the Investor Relations Department or the Financial Management of the Company. 8. Trade Policies-Competition & Anti-trust Law All employees are expected to comply fully with all statutes and regulations applicable by SIDMA, regarding the trade practice policies. No employee shall discuss competitively sensitive information with a competitor and boycott customers or vendors. The Company s policy is the fully compliance with the Competition and Antitrust Law, so that a fair and honest competition between the companies to be succeeded. Page 5 of 7
9. Employment Practices SIDMA forbids employment discrimination or harassment based on race, color, sex, national origin, age, disability, veteran status, sexual orientation or marital status. All employees have an obligation to become familiar with and to comply with the Company s non-discrimination policy. All employees, especially management, should understand that they have an obligation to report any improper discrimination or harassment to the Board of Directors even if they are not the target of this discrimination. Managers as well as employees are personally liable for engaging in unlawful discrimination or harassment. It should be avoided the hiring in the same company of the Group of spouses, brothers and children s and generally close relatives by affinity or by blood. SIDMA does not permit the hiring in any company of the Group, candidate of which spouse, brothers, children or close relatives by affinity or by blood, work already in a company that has the same or competitive interests with the companies of the Group. 10. Internal Controls Every employee must follow rules, set by the Management immediate or via Internal Audit Department, which are designed to provide reasonable assurance to shareholders that SIDMA s businesses are being conducted effectively and efficiently in accordance with applicable laws and regulations and that financial statements disclosed by the Company are accurate. 11. Privacy Confidential information about the personnel should not be disclosed to persons outside the Company without the employee s written permission. Managers should also treat such information as confidential within the Company. SIDMA forbids to any employee or top-management, to reveal to their colleagues the salaries or other benefits given by the Company. The Company s computers, telephones, electronic equipment and systems, physical or electronic files, lockers, desks and other furniture are the property of Page 6 of 7
the Company. Employees have no right of privacy to all the before-mentioned, as well as information that is stored or transmitted through the Company s computers or telephones. For the compliance with the New GDPR, please follow the link http://www.sidma.gr/files/gpdr_gr.pdf 12. Hygiene & Safety Maintaining a safe working environment is of the utmost significance and is the responsibility of everyone. All employees and managers are liable to familiarize themselves with and to comply with the Company s Hygiene & Safety Rules, for the elimination of the accidents, diseases and the maintaining of healthy and safety personnel and co-operators. Page 7 of 7