Code of Ethics
Invocas Group plc (the “Company”), and each of its subsidiary companies (together “Invocas”), seeks at all times to conduct its business in accordance with, and to ensure that each of its employees and directors adheres to, the highest standards of business and personal ethics. In particular, it is required that each employee of Invocas must:
• exercise honesty, integrity and non-discrimination;
• not enter into any activity which may result in a conflict of interest with Invocas;
• not accept or give anything of value which could be construed as an inducement;
• not disclose to others or use for personal gain any confidential information relating to Invocas; and
• report any suspected fraudulent, corrupt or illegal activity.
Honesty, Integrity and Non-Discrimination
All employees must practice honesty and integrity in every aspect of their dealings with other Invocas employees, the public, the business community, shareholders, customers, suppliers and government authorities. Unlawful discrimination against employees, shareholders, directors, officers, customers or suppliers on account of race, colour, age, sex, religion or ethnic origin is prohibited. All employees must treat persons with whom they come into contact with dignity and respect.
Conflicts of Interest
Company policy prohibits certain conflicts between the interests of its employees and those of Invocas. It is not possible to provide a complete definition of what constitutes a prohibited conflict of interest. There are, however, certain situations that will always be considered a prohibited conflict of interest. Examples of these are when an employee (or any person having a close personal relationship with an employee):
• obtains a significant financial or other beneficial interest in one of Invocas’s suppliers, customers or competitors without first notifying the Company and obtaining written approval from the Board;
• engages in a significant personal business transaction involving Invocas for profit or gain, unless such transaction has first been approved in writing by the Board; or
• learns of a business opportunity through association with Invocas and invests in that opportunity without first offering it to the Company.
Any employee aware of any actual of potential conflict of interest must disclose the same to the Company. Each situation will be considered on an individual basis and the mere fact of disclosure will not necessarily mean that the situation will be considered substantial enough to be prohibited.
Whilst all employees must display loyalty to Invocas, no employee should be misguided by a desire for profitability that might cause him or her to disobey any applicable law or Company policy.
Inducements
Employees are prohibited from giving or receiving anything of significant value, in connection with a transaction entered into by Invocas, which could be regarded as having the effect of impairing the judgement of the recipient. The policy does not, however, prohibit expenditure of reasonable amounts on meals and entertainment of suppliers and customers which are an ordinary and customary business expense.
Confidential Information
Employees often learn confidential information about Invocas or its customers and suppliers during the course of their employment. Such information should only be disclosed to other employees of Invocas to the extent that receipt of the same is necessary for the proper performance of the recipient’s duties and obligations. Furthermore, confidential information must not be disclosed outside the Company, either during or after employment, without prior authorisation so to do. Such disclosure could be harmful to Invocas or a customer/supplier of Invocas or helpful to a competitor.
Company policy also requires all employees to abide by the following Code of Dealing in relation to shares in the Company. Employees are required to obtain clearance to deal in the Company’s shares prior to buying or selling. Dealing in the shares of any company, or encouraging others to deal in such shares, when in possession of price sensitive information in relation to that company, is a criminal offence. Dealing in the shares of the Company during the Company’s close periods is prohibited. No law or relevant regulation may be contravened.
Suspected Instances of Illegal or Improper Conduct
Any instances of suspected illegal or improper conduct must be reported. Employees should report their concerns to their line manager, to the Group’s HR Manager or to an Executive Board member, as they may prefer.