Table of content

1. Introduction
2. Applicability
3. General principles
4. Corruption and bribery
5. Fair competition
6. Conflicts of interest
7. Data protection
8. Duty of confidentiality and intellectual property
9. Company property
10. Implementation of the Code of Conduct

1. Introduction

The success of our company is not solely determined by a successful business strategy, but also by adherence to the strictest moral and ethical standards, integrity, and the trust placed in us by our customers, suppliers, and business partners. You, as our employees1, build and enjoy this trust. In order to build and uphold it, all employees as well as our suppliers and business partners must adhere to the following ethical guidelines and Code of Conduct. (*For the sake of simplicity, only masculine pronouns are used in this Code of Conduct, though it does, of course, apply to both men and women.)

Corruption is the abuse of a position of trust for private gain. In the world of business, we understand this to mean purchasing a decision that is not economically justifiable. This definition takes many forms, including the payment or acceptance of bribes, as well as more subtle approaches such as ‘sweetening up’ or favoritism.

Corrupt acts are illegal and are punishable as crimes with imprisonment for up to five years. A corrupt company becomes susceptible to blackmail when the first payment is made. It is then difficult to break out of the vicious cycle. When a case of corruption is discovered, the good reputation of the company is damaged and the subsequent losses of revenue can be painful. ITRIS Group therefore requires employees, suppliers, and business partners alike to take a zero-tolerance approach to corruption.

By signing this Code of Conduct, you undertake to adhere to the guidelines set out therein, to carry out your work with the utmost integrity, and to report any infringements you see.

2. Applicability

This Code of Conduct applies to all employees on all levels, including the management and board of directors. We expect our business partners to abide by them in the same way.

Every employee is personally obligated to adhere to the guidelines set out in this Code of Conduct and the supplementary rules. Every divisional manager and managing director must ensure that the Code of Conduct is discussed with every employee and signed on an annual basis. Furthermore, every divisional manager and managing director must monitor adherence to the Code of Conduct.

The ethical guidelines and Code of Conduct of ITRIS Group apply to all countries in which the company operates. If a particular country has different customs or tolerances, deviations are permissible only with the consent of the Group management.

3. General principles

The following principles are intended to serve as a general guide in difficult ethical situations for which the Code of Conduct does not have any directly applicable guidelines:

• We undertake to focus on the needs of the customer and provide a top-quality service through exceptional enthusiasm, commitment, professionalism, and the integrity of our employees;
• In our personal conduct, we will uphold the principles of legal compliance, honesty, fairness, transparency, responsibility, and loyalty toward ITRIS Group and its business partners;
• We will differentiate clearly between the interests of ITRIS Group and our private interests, and will avoid potential conflicts of interest;
• We will not abuse our position to engineer the employment or promotion of family members or personal friends;
• We will respect the dignity and rights of every individual. We will not discriminate against colleagues, employees, applicants, customers, or business partners on the grounds of their age, gender, origin, disability, political views, or any other legally protected category;
• We will not commit sexual harassment of any kind and will adhere to the staff regulations of ITRIS Group „Regulations Sexual harassment at work“ ;
• In any cases of doubt in which we are not sure whether our conduct meets the ethical standards, we will consult our direct superior or the management of ITRIS Group.

In order to determine whether or not you are upholding these principles, consider the following questions in particular:

• Are the steps I wish to take legal and are they consistent with the relevant values, guidelines, and regulations?
• Am I sufficiently familiar with the values, internal guidelines, and external regulations?
• Does my conscience object to the steps I intend to take?
• Am I acting honestly, fairly, and responsibly?
• Could I justify my actions to family members, friends, and colleagues?
• Have I given reasonable consideration to possible alternatives?
• Have I consulted my colleagues and superiors at work?
• How am I likely to judge my actions in hindsight?
• How would I feel if my actions were made public the next day?
• Could ITRIS Group customers lose business partners, suppliers, or customers if they found out about my actions?

4. Corruption and bribery

4.1 Forbidden gifts and invitations

Under no circumstances may business partners or officials be offered or accept private payments or unconventional gifts and invitations in order to influence the execution of projects or other transactions or to serve any other illegal purpose.

Regardless of their value, gifts and invitations may never be accepted or offered if they:

• relate directly to a project (e.g. shortly before a customer decides to sign a contract; direct connection to the business of officials such as the granting of licenses), although low-value promotional gifts such as pens bearing a company logo are acceptable. In these cases, even gifts such as bottles of wine, boxes of chocolates, and invitations to lunch must be refused.
• are offered or mentioned with the clear intention of extracting a service or favor in return.
• are in the form of cash or monetary benefits (e.g. gift vouchers).
• are unconventional or inappropriate. For instance, gold jewelry, expensive watches, and plane tickets are never permissible. Therefore, generous invitations such as to a weekend with a spouse in a luxury hotel are also not permissible.

4.2 Permissible gifts and invitations for customers and officials

• Celebratory gifts and other non-recurring benefits given to customers and officials for reasons of courtesy are permissible up to a maximum value of CHF 100 if they are conventional and appropriate and bear no relation to any specific project or transaction. Multiple gifts to the same recipient must be counted together for the purposes of the value limit. All gifts must be approved in advance by the management of ITRIS Group.
• Occasional invitations to events that are reasonably related to the business activities of ITRIS Group (e.g. invitations to trade fairs or trade presentations with a general program) are permissible up to a maximum total value of CHF 300 (including any spouse/partner) (for officials, the maximum amount is CHF 100 per person). No travel or accommodation expenses may be covered. The primary focus of the occasion must be to strengthen business ties and there must be a professional correlation between the event and the scope of business. All event invitations must be approved in advance by the management of ITRIS Group.
• Occasional invitations to dine (not regular invitations) are permissible as long as the value of the meal does not exceed CHF 150 per person (or CHF 100 for officials). Invitations to dine must be approved by a direct superior in advance.

4.3 Acceptance of gifts and invitations by ITRIS employees

• If they do not relate directly to the business activities of ITRIS (e.g. decisions regarding the awarding of contracts to suppliers), courtesy gifts worth up to CHF 200 may be accepted as long as there is no risk that the impartiality of the employee will be affected. Examples include bouquets of flowers, bottles of wine or boxes of chocolates for work well done. Multiple gifts from the same giver must be counted together for the purposes of the value limit. Gifts that exceed this value or might otherwise impede the impartiality of the employee must be reported to a superior. The superior will then decide whether the gift can be accepted.
• Occasional invitations to events (e.g. meetings, receptions, or cultural or sporting events) that are reasonably related to the business activities of ITRIS are permissible up to a maximum value of CHF 300 (including any spouse/partner and any travel and accommodation expenses). There must be a professional correlation between the event and the scope of business. This normally requires the host to attend the event too. If these criteria are not met and, in particular, if the service in return exceeds CHF 300 in value, an employee must notify his direct superior before accepting the gift or invitation.
• Occasional invitations to dine (not regular invitations) are permissible as long as the value of the meal does not exceed CHF 150 per ITRIS employee present.

4.4 Procurement of goods

The procurement of goods and services must always meet professional criteria and take place at optimal rates for ITRIS Group.

4.5 Liability to be prosecuted for corruption

In the event of an infringement against these rules through corrupt behavior, the employee is accountable first and foremost and criminal charges will be pressed against them. Infringements can be punished with fines and imprisonment for up to five years. However, responsibility under criminal law lies not only with the employee, but also with his superiors, the management, and the board of directors.

Additionally, the company that failed to take all the reasonable organizational measures that are required in order to prevent corruption can be penalized under criminal law and fined up to CHF 5 million.

5. Fair competition

ITRIS Group is committed to fair and open competition. The provisions of antitrust law must therefore be adhered to at all times and without exception. Agreements of any kind or coordinated behavior (e.g. informal collaboration) with competitors or customers that are intended to limit the level of competition or which have a restrictive effect on the competition can represent infringements against antitrust law. These include the following, for example:

• Price agreements (e.g. even regarding price components such as discounts, margins, or costs);
• Arrangements concerning the division of markets;
• Division of customers (e.g. agreements not to compete, the restriction of business relationships with third-party companies, the placement of fake bids as part of invitations to tender, or agreements to place excessively high bids);
• Exchanges of information with competitors (e.g. on prices and discounts, or strategic plans that are not generally known);
• The imposition of regulations on downstream companies (e.g. customers of ITRIS Group) concerning minimum sales prices, the prohibition of discounts, etc.

If an employee is uncertain as to whether an action might represent an infringement of antitrust law or the rules of fair competition, he must consult the management.

6. Conflicts of interest

All employees are obligated to make business decisions in the best interests of ITRIS Group and without consideration for personal interests. If unavoidable situations arise in which the personal interests of an employee (including his relatives) impair his ability to make business decisions impartially, he must notify the management immediately.

Employees are forbidden to work for another company or acquire an interest in a company that is in competition with ITRIS Group.

7. Data protection

The privacy of every employee, business partner, and customer must be respected and protected. The personal data of natural persons may only be collected, stored, processed, disclosed, or otherwise used in so far as expressly provided for by law.

Every employee is obligated to take all technical and organizational steps to protect the data of ITRIS Group, its employees, business partners, and customers against unauthorized access, unauthorized use, and unauthorized transfers. This also applies to the exchange of personal data between ITRIS Group companies. For this reason, the data must be stored securely at all times, whether it takes the form of documents or electronic data media.

8. Duty of confidentiality and intellectual property

No employee may collect or use confidential or copyrighted information illegally. All employees are obligated to maintain confidentiality in connection with confidential internal information and other protected information (especially intellectual property, business ideas, strategies, databases, quotations, and client lists). The trade secrets of ITRIS Group must be protected and may not be disclosed to third parties (including family members and friends) or used in any other way.

These obligations will remain in effect even after the end of an employment relationship with ITRIS Group. All documents and data media must be returned upon the termination of the employment relationship.

All employees are obligated to protect the intellectual property and other trade secrets, documents and data media of ITRIS Group against unauthorized access and use by third parties.

The intellectual property of third parties (e.g. ownership rights to software, images, and music) must be respected and may only be used with permission or a license from the holder of the property rights.

9. Company property

9.1 Equipment

All employees undertake to treat the property of ITRIS Group carefully and responsibly and not to be wasteful with the resources provided to them. Unless expressly indicated otherwise, equipment may not be used by employees for private purposes.

9.2 Finances and bookkeeping

The use of the financial resources and assets of ITRIS Group for any unethical purpose is prohibited. All transactions must be documented truthfully, promptly, and as transparently as possible. In order to prevent money laundering, there must be transparency regarding customers, the identity of the payer, and methods of payment at all times and it must be possible to produce documented evidence of these.

Our bookkeeping is consistent with the statutory and accounting regulations as well as our internal guidelines. Our internal control systems ensure that our business processes are correct, appropriate, and reliable.

10. Implementation of the Code of Conduct

If any employee becomes suspicious of an infringement of the Code of Conduct, he must notify his direct superior or another internal office (e.g. the HR department or management). Infringements can also be reported anonymously. All such information will be processed and treated as confidential. If an employee is uncertain or has any questions, he can also consult the aforementioned offices at any time.

No employee who reports an infringement in good faith need fear any repercussions, even if it proves to be unfounded.

Depending on their severity, infringements in connection with the Code of Conduct can result in disciplinary action or even instant dismissal. This may give rise to claims for damages or criminal charges against the employee.

Spreitenbach, December 2017