CODE OF CONDUCT AND BUSINESS ETHICS
The Code of Conduct and Business Ethics applies to all companies of the Enery Group in Austria, Bulgaria, Slovakia, and Czech Republic (collectively, “the Group” or “Enery”).
Enery wishes to establish a compliance program and a company culture based on the following principles:
- Provision safe, reliable, and affordable green energy
- Commitment to excellence and “Zero Harm”
- Continuous innovation and learning
- Full compliance and integrity
- Protection of Human Rights
- Fair treatment for all employees and partners
Living the above principles is important to us and forms the basis of how we work as an organization. The Group strives for sustainable development of its business, founded on economic performance and corporate responsibility. We honour the diverse interests of our employees and business partners with integrity, fairness, and honesty. We strive for excellence in both our business development and ethical behaviour. Responsible business operations mean playing by the rules and causing “Zero Harm”, and we expect everyone at Enery to be a good business partner and a good citizen.
We operate our business in full compliance with relevant local and international laws as well as any other requirements applicable to our business. The Group’s business reputation and company image depends heavily on the personal integrity of each and every member of the Enery community and our professional integrity as a business organization.
We are committed to excellence in our business, and this spirit navigates our professional behaviour and how we treat one another. It guides our relations with stakeholders, business partners, third party service providers, and consultants.
At Enery, we aspire to be a leader in what we do. Mere compliance with the law in the countries in which we operate is therefore not enough. Rather, we strive to adhere to the very highest ethical standards and to be recognized for our best practices, corporate governance, and business operations.
To demonstrate our commitment to these values, we have adopted this Code of Conduct and Business Ethics (“Code of Conduct” or “Code”). The Code sets out the expectations for our employees and officers and provides guidance on acting responsibly and ethically when performing our responsibilities.
Following the spirit and the letter of this Code of Conduct helps us gain and sustain the market leadership of our operations and solidifies the principles that make us a trust-based partner to our customers, suppliers, and others with whom we work. It is, therefore, the responsibility of each and every one of us to familiarise ourselves with and apply the values and provisions of this Code, and to make it the basis of what we do, every day, everywhere where we operate.
The Code of Conduct contains general guidelines for how we should conduct our daily activities consistent with the highest standards of integrity, excellence, and responsibility. We are committed to treating our people and third parties fairly and we expect everyone, at all levels of the organization, including officers, directors, and employees, to abide by this Code. We believe that by adhering to these standards, we will fulfil our commitment to maintaining an ethical, healthy, and safe workplace that is free from discrimination, harassment, and unlawful activity.
SEEKING HELP AND INFORMATION
The Code of Conduct is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation, feel that you are treated unfairly, or have any doubts about whether circumstances are consistent with the Group’s ethical standards, seek help—when in doubt, reach out and seek advice. We encourage you to contact your manager for help first. If he or she cannot answer your question or if you prefer to discuss the matter with someone outside your team, you may always contact the Legal and Compliance Officer.
APPLICATION AND IMPLEMENTATION OF THE CODE
This Code is binding to all employees of Enery, including officers and directors, and forms part of their employment relationship with the relevant Enery group company.
In addition to employees of Enery, the standards and the principles in this Code extend to Enery’s contractors, third party service providers, consultants and, in general, all people who work or render their services in and for any Enery company. Such entities should comply with the principles of this Code.
It is the responsibility of each and every Enery employee to know this Code of Conduct, strictly adhere to its provisions, and to promote this Code in their daily professional activities. All employees will be offered training on the Code and its application.
REPORTING VIOLATIONS OF THE CODE
All employees, officers and directors have an obligation to report any known or suspected violation of our Code, including any violation of law, rules, regulations or Group policies. If you know of or suspect a violation of our Code of Conduct, you should immediately report it to your manager. Please refer to the Procedure for Reporting Problems, Conflicts and Violations of the Code of Conduct and other policies and procedures in Enery. If you would like to contact someone outside your team, the Legal and Compliance Officer will always be available. Any reports of known or suspected violations of the law, this Code or the policies and procedures of the Group will be handled sensitively, discreetly and confidentially.
ADDRESSING VIOLATIONS OF THIS CODE
Behaviour that is inconsistent with this Code will not be tolerated and must be corrected promptly. Violations of this Code may result in disciplinary action subject to any applicable local, labour laws and regulations. This might include terminating employment and reporting a legal violation to the appropriate authorities. We will always consider the facts and circumstances of each particular situation to ensure the process is fair. You will be given an adequate opportunity to present your version of the events prior to any determination of appropriate disciplinary action.
Enery will perform risk analysis every two years to assess if the existing Policies and Procedures of Enery adequately cover, protect and regulate the activities of the companies in full compliance with the regulations, laws and business ethics and accepted values of Enery for doing business.
Such assessment is performed each time when there is a change in applicable law or regulation which could impact the operations or when Enery is planning to implement material changes to its organisational structure or its business.
Enery commits to its employees that there will be no retaliation against or adverse consequences for any individual who, in good faith, reports a concern under the Code. Taking or threatening to take retaliatory action against anyone reporting a concern under this Code is prohibited and may subject the person threatening retaliation to appropriate disciplinary action up to and including dismissal. All reports made under this policy will be promptly and appropriately investigated.
WAIVERS OF THE CODE
In situations where you might have violated the Code but did so without intention or malice, we may decide to waive any disciplinary action associated with the violation. We realize that mistakes can happen, and we want to encourage you to take responsibility for your actions in these situations by self-reporting to your manager or to the Legal and Compliance Officer.
A. GENERAL PRINCIPLES / RULES OF CONDUCT
- COMPLY WITH LAWS AND REGULATIONS
Every employee has an obligation to ensure that he or she and the Group complies with all applicable laws, rules, and regulations such as but not limited to laws covering bribery and corruption, intellectual property and trade secrets, data privacy, political contributions, anti-competitive practices, foreign trade (including export control regulations), tax and customs duties, anti-money laundering, financing of terrorism, environmental protection, employment discrimination and harassment, occupational health and safety, false or misleading financial information and the misuse of corporate assets. Enery employees are expected to understand and comply with all laws, rules, and regulations that apply to their position. Together, we ensure that everyone in the Group obeys the laws and regulations that apply to our work. If you see someone else in the organization knowingly or unknowingly is breaking a law, you have an obligation to bring this to the attention of your manager or to the Legal and Compliance Officer. If any doubt exists about whether a course of action is unlawful, you should always seek advice from your manager or from the Legal and Compliance Officer.
- ACT WITH INTEGRITY AND RESPONSIBILITY
Enery and its employees strive to excel in every aspect of operations and to be recognized for best practice and applying the highest standards for conducting business in ethical and socially responsible ways, also proclaimed in the UN Global Compact Principles, where it operates.
It is a duty of each employee of Enery to keep and honour the good business name and reputation of the Group. Any behaviour that is in contradiction with the ethical and moral rules of this Code may be harmful and detrimental to the business reputation of the Group. When we hire, we value the candidates’ integrity as much as their professional qualifications.
We also select our business partners according to their adherence to the same principles that we have established for ourselves in this Code. In our business relations, we pay attention to the observance of these principles. We reject business partners and customers who violate human rights and workers’ rights and applicable laws, including anti-corruption laws. Before we enter into relations with contractors and business partners, we carefully scrutinize warning signs and red flags to minimize potential risks.
- FOSTER GREEN CONSCIOUSNESS
We operate within the three R’s green economy principles (reduce – reuse – recycle). We invest in state-of-the-art energy-efficient technologies which reduce cost and preserve land. We design our business in harmony with nature by creating plants and animals’ friendly environment at our sites.
Our team is raised within the values of sustainability. They include Just Energy Transition, scaling of green energy and conservation of biodiversity. To promote them we design internal awareness initiatives, capacity building activities and provide opportunities for real action. Practicing these values is a way for carrier advancement and self-realization.
We also share R’s green economy principles with our partners and local communities. In every country we operate, we design social investments, dedicated to green awareness programs, tangible improvement in the towns and continuously advocate for mainstream environmentally friendly culture.
- FAIR TREATMENT FOR ALL EMPLOYEES AND PARTNERS
When dealing with each other and with third parties, we maintain an atmosphere of openness and tolerance, respect, and politeness, as well as fairness and trust. Every employee should be able to rely on everyone else always respecting his or her dignity and personality. We treat each other with respect.
Our people are our greatest asset. We believe in equal opportunity and fair treatment. Enery rejects any and all discrimination based on gender, race, ethnic origin, age, disability, state of health, sexual orientation, family status, religion, union activities or political beliefs. We are committed to helping all employees find a healthy work-life balance. We cherish the diversity of our team, as it leads to inclusion and often inspires innovation.
Enery does not tolerate workplace harassment. Harassment violates an individual’s fundamental rights and personal dignity. Harassment also undermines Enery commitment to a reward system based purely on merit, intellectual excellence, and job performance.
Enery ensures occupational health and safety in the workplace. We obey with the national regulations as minimum standards and comply with the standards that are required by our partners and other stakeholders, where relevant.
We encourage our employees to perform their duties with a high level of commitment, motivation and team spirit. Each employee shall act responsibly and work carefully and efficiently and with an intent to contribute their knowledge and skills to the success of the Group. We undertake training and approach the challenges of the future with dedication and competence.
Enery respects and promotes human rights and expects all its suppliers, third party contractors and business partners to uphold recognized standards regarding working conditions and the dignified treatment of employees.
- CONFLICTS OF INTEREST
Identifying Potential Conflicts of Interest
The employees of Enery should not allow any outside interests to influence their ability to act in the best interests of the Group or make it difficult to perform their work objectively and effectively. Conflicts of interest often arise when you have a relationship with an Enery supplier or competitor. Sometimes, actions of family members or relatives can also cause conflicts. Employees should never use their position within Enery, or the resources of the Group, to obtain benefits for themselves, relatives, or third parties connected to them. To protect the reputation of the Group, employees, and officers of Enery should take all possible steps to avoid even the perception of conflicts of interests. This involves disclosing to the supervisors and to the Legal and Compliance officer any situation that could lead to a conflict of interest, conducting all requests for proposals (RFPs) with the greatest possible openness and transparency, and, if necessary, excusing oneself from business decisions in which a family member or connected third party has a stake.
The list below provides some examples of when you might have a conflict of interest:
- Outside Employment: Enery officers and employees should not be employed by, serve as a director of, or provide any services to an entity that is a supplier, or competitor of Enery.
- Improper Personal Benefits: Enery officers and employees should not obtain any material personal benefits or favours because of their position with Enery.
- Financial Interests: Enery officers and employees should not hold a significant financial interest (ownership or otherwise) in any entity that is a supplier or competitor of Enery.
- Loans or Other Financial Transactions: Enery officers and employees should not obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any entity that is a supplier, or competitor of Enery.
Disclosure of conflict of interest
As soon as an officer or employee believes or becomes aware that a conflict of interest might exist, the officer or employee must disclose this to his/her manager or to the Legal and Compliance Officer, even if such officer or employee is unsure as to the certainty of the conflict of interest. The Group’s Management and the Legal and Compliance officer will work with the officer or employee to determine whether there is a conflict of interest and, if so, how best to address it.
- PROTECTION AND USE OF COMPANY ASSETS
As part of the employment arrangements, officers and employees are entrusted to use Enery assets – including, without limitation, using the Group’s tools, laptop computers, corporate credit cards, vehicles, and telephones. It is essential that we protect the Group’s assets and use them for legitimate business purposes only. To ensure the protection and proper use of the Group’s assets, officers and employees should:
- exercise reasonable care to prevent theft, damage or misuse of the Group’s property;
- report any actual or suspected theft, damage, or misuse of the Group’s property to a supervisor;
- safeguard all electronic programs, data, communications, and written materials from inadvertent access by others;
- use Group’s property only in connection with the job responsibilities, including workplace or office equipment and supplies, vehicles, information technology and telecommunications systems, written materials, and other physical property;
Where and to the extent permitted by the applicable law, the Group property could be used for private purposes, these cases shall be limited to the bare minimum and should not impair the employees’ performance of their duties or to impose hazard or incur costs for Enery. Any misuse of company assets may be considered an infringement under the employment contract and respective sanctions may be imposed. In particular, in case of breach of law via telecommunication or excessive misuse of telecommunication services, including internet, we may monitor your communications and your communications could be subject to disclosure to law enforcement or government authorities.
You should also be aware that Group’s property includes all data and communications transmitted to, received by, or contained in, the Group’s electronic or telephonic systems, and also includes all written communications. The protection of our company information is critical to the success of our business and you should have no expectation of privacy with respect to any communication or data as it relates to Group assets and Group business.
- COMPANY RECORDS
Accurate and reliable records are crucial to our business. Our records are the basis of our financial, operational, and management reports, and guide our business decision making and strategic planning. The Group’s records include orders, payroll, travel and expense reports, e-mails, accounting and financial data, environment and social governance (ESG) record, measurement and performance records, electronic data files, and all other records maintained in the ordinary course of our business. All Company records must be complete, accurate, and reliable. All employees should be vigilant in identifying and reporting any misrepresentation of information, such as undisclosed or unrecorded funds, or payments or receipts that are inconsistent with our business practices and are not in compliance with the applicable laws or are prohibited. All business transactions must be reflected accurately in our accounts in accordance with legal requirements, established procedures and auditing standards and accepted accounting principles. Enery employees are expected to demonstrate integrity and diligence in submitting travel and expense reports and ensuring the undertaken commitments are within your scope of authority. In this respect, the employees should ensure they are aware, have reviewed and are complying with the respective laws and regulations and the respective internal policies applicable to their job.
B. GENERAL PRINCIPLES WHILE INTERACTING WITH BUSINESS PARTNERS AND CLIENTS
- CORPORATE OPPORTUNITIES
As Enery officer or employee, we have a responsibility to advance the Group’s interests when the opportunity to do so arises. If you discover or are presented with a business opportunity through the use of corporate property or information, or because of your position in Enery, you should present the business opportunity to the Senior Management team. You should not use corporate property, information, or your position with Enery for personal gain or to compete with the company in any way. If Enery decides not to pursue a business opportunity and you feel this is something you would like to pursue as an individual, the Group must formally waive its right to pursue the business opportunity.
- CONFIDENTIAL INFORMATION AND DATA PROTECTION
Enery insists on the highest quality of safety, security, confidentiality, and professionalism in the workplace. Enery employees’ participation, cooperation and observation of these practices will help to ensure our business and reputational success. Employees have access to a variety of confidential information while employed in Enery. Our employees shall not disclose information that is not known to the general public for personal gain or the benefit of anyone other than Enery. Such information includes technical data, financial data, operating data, customer information, memoranda and other information regarding the company’s business and operational activities and future plans. Employees shall adhere to relevant laws and company policies with respect to personal data, especially that of the clients, employees, and shareholders. The collection, processing and use of personal data of natural and legal persons must be in line with the applicable laws. You have a duty to safeguard all confidential information of Enery or third parties with which Enery conducts business, except when disclosure is authorized or required by law.
Officers and employees must avoid making statements or expressing opinions that may harm the reputation, interest or confidential information of the Group or its clients and partners in chat sites, community forums and other websites and web pages. As a processor of vast amounts of information, Enery may receive requests for providing information provision or cooperation from public authorities or law enforcement bodies. To ensure proper compliance with all applicable laws and provisions, such requests must be handled in accordance with the Group’s policies applying to data processing and data security. The same applies to public information requests regarding financial, tax, or human resources data, in which case the Finance and Human Resource functions will provide relevant guidance.
We treat confidential information belonging to our competitors and business partners in the same manner.
Additionally, employees are not permitted to take any written confidential information with them if leaving employment with the Enery group. Employees’ obligation to protect confidential information continues even after leaves Enery and regardless of the circumstances departure. If employee is uncertain as to whether particular information is confidential and covered by these restrictions, should discuss with the direct manager.
- COMPETITION AND FAIR DEALING
We expect all our officers and employees to be fair when dealing with our business partners, suppliers, and competitors. Employees should always deal with people fairly, honestly, and with integrity, not taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.
Further, we are committed to free and open competition in the marketplace. Employees should avoid actions that would be contrary to laws governing competitive practices in the marketplace. This might include misappropriating or misusing a competitor’s confidential information or making false statements about the competitor’s business and business practices. We prohibit agreements and coordinate behavior that intend to or may limit competition. In particular, employees should never communicate or enter into any agreement or understanding – whether formally, informally, or hypothetically – with a competitor regarding a competitive matter, including discussing pricing, functionality, marketing programs, or service features. If we discover such agreements, we immediately terminate them and impose sanctions. Employees should seek legal guidance from the Legal and Compliance Officer to ensure compliance with competition laws in the countries where we do business.
- ZERO TOLERANCE TO CORRUPTION AND PREVENTING MONEY LAUNDERING AND FINANCING TERRORISM
Enery does not tolerate unethical or corrupt behaviour by its employees or business partners, suppliers, or service providers and takes action against it. Decisions based on corruption are immoral, distort competition, harm the company’s assets and reputation, and go against the common good. We conduct our business with NO tolerance to corruption.
We pay special attention to ethical behaviour in our contact with political parties, public/governmental authorities, and their officials wherever we operate. Under no circumstances do we grant payments, favours, or other monetary contributions to civil servants, public employees, or employees of governmental organizations in order to win contracts or gain advantages for the Group or other individuals. We do not waive this rule, even when benefits are expected or “common” for official duties. We also do not try to influence private enterprises by making illegal payments. In our business dealings, we always pay special attention to avoid even the mere appearance of impropriety, such as an attempt to influence our business partners or customers.
The Group provides information, conducts training, and performs regular audits to ensure corrupt behaviour is exposed, stopped, and punished.
Please refer to our specific Anti-Corruption Policy (the “ACP”).
- GIFTS AND ENTERTAINMENT
Our employees are not allowed to provide payments or other things of value to any Governmental Officials (as defined in the ACP) in an attempt to influence official action. This includes items such as gifts, travel, lodging, and meals. Even if a benefit may not be intended to influence official action, simply giving any of these items to a Governmental Official may still be, or appear to be, improper, and could pose a risk to the Enery Group, to our reputation, and to our business. Please refer to the ACP for specific details.
As Enery Group officers and employees, we may not encourage, ask for, or demand gifts, benefits, invitations, personal services, or favours for ourselves or others from business partners or clients. We refuse gifts, benefits, or invitations from business partners and customers whenever their value may influence or appear to influence our decisions.
Voluntarily given promotional and occasional gifts by our business partners and customers may only be accepted if of reasonable value and scope. We only accept invitations from business partners and customers to meals or events if they are freely given, serve a business purpose, do not occur with excessive frequency, take place in the course of the regular collaboration, and are appropriate for the purpose.
Please refer to the ACP for details.
- INTERACTION WITH THE GOVERNMENTAL AUTHORITIES AND AGENCIES
While conducting our business, we interact with national and local governments and in so doing we are committed to conducting our business with integrity, using the highest standards of business ethics, and always complying with all applicable laws and regulations. While interacting with any governmental body, officers and employees should carefully review the ACP to ensure they have a clear understanding of the Group’s policies and how to comply with them. If you have any questions or concerns, you should discuss them with the Legal and Compliance Officer.
- POLITICAL CONTRIBUTIONS AND ACTIVITIES
Our officers and employees may participate in the political process as individuals outside of work. However, they are not permitted to use Enery funds or assets to assist any political party or candidate. The following guidelines are intended to ensure that any political activity you pursue complies with this policy.
- Contribution of Funds. Officers and employees may contribute their own personal funds to political parties or candidates. Enery will not reimburse you for personal political contributions.
- Volunteer Activities. Officers and employees may participate in volunteer political activities during non-work time. Officers and employees may not participate in political activities during working hours.
- Use of company Facilities – Enery facilities may not be used for political activities (including fundraisers or other activities related to running for office) unless approved by the Management of Enery.
When an officer or employee participates in political affairs, he/she should be careful to make it clear that his/her views and actions are his/her own and not made on behalf of Enery. For instance, Enery’s letterhead, logo, or name should not be used in connection with political activities.
- SOCIAL INVESTMENT AND SPONSORSHIP
It is never permissible to provide a donation to influence a government official, or in exchange for any favour or benefit. The Enery Group does not make political donations
Enery strives to act as a responsible citizen. In this respect, Enery supports, organizes, and is involved in events and causes which are genuine and help improve the social and environmental realities, creating and improving the living and working conditions for the local community. In this way, we pledge our social responsibility and moral engagement to the well-being of the society to which we belong, and in the regions, we do our business.
We invest in our communities with the same approach, professionalism, and consistency as we do it in our core business. Social and environmental investments are part of the footprint of the company. Business expenditure seeks to improve the image of our commercial organization, better present products, and services, or establish cordial relations.
In some cases, we may need or elect to support causes or events together with or organized by governmental agencies (rather than to an individual government official) as part of a charitable effort. Donations and sponsorship are permissible, provided that they comply with applicable laws, accepted accounting standards and internal procedures and:
- They are not made directly to an individual government official, and there is no indication that the donation will be re-directed to an individual official for his or her personal use;
- They are reported and documented accurately in the Company’s books and records;
- Donations to private charities are not made in the name or in honour of a government official;
- The Legal and Compliance Officer has been consulted regarding compliance with local law and provided the necessary approvals.