CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

At TECHTEX, we have a responsibility to conduct ourselves with the highest levels of integrity in everything we do. This helps us sustain the credibility of our brand and maintain our strong reputation.

To this purpose, the Supervisory Board of TECHTEX (the “Company”) has adopted this code of business conduct and ethics (this “Code”) to:

  • promote honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest;
  • promote compliance with applicable laws, rules and regulations;
  • ensure the protection of the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and
  • deter wrongdoing.

All members of the Board, officers and employees of the Company are expected to be familiar with the Code and to adhere to those principles and procedures set forth in the Code that apply to them. The Company’s more detailed policies and procedures set forth in the Regulation of Organization and Functioning are separate requirements and are not part of this Code.

The Chief Executive Officer (CEO) of the Company will act as the Code of Ethics Contact Person for all Board members, officers, managers and supervisors. All other employees will contact their supervisor or manager.

1. Honest and Candid Conduct

Each Board member, officer and employee owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.

Each Board member, officer and employee must:

  • Act with integrity, including being honest and candid while still maintaining the confidentiality of information where required or consistent with the Company’s policies.
  • Observe both the form and spirit of laws, rules and regulations, accounting standards and Company policies.
  • Adhere to a high standard of business ethics.

2. Conflicts of Interest

A “conflict of interest” occurs when an individual’s private interest interferes or appears to interfere with the interest of the Company. A conflict of interest can arise when a Board member, officer or employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. For example, a conflict of interest would arise if a Board member, officer or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should be discussed with the Code of Ethics Contact Person.

In particular, conflict of interest situations involving Board members, executive officers and other employees who occupy supervisory positions or who have discretionary authority in dealing with any third party specified below would include the following:

  • any significant ownership interest in any supplier or customer or client;
  • any consulting or employment relationship with any customer/client, supplier or competitor;
  • any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company;
  • the receipt of non-nominal gifts from any entity with which the Company has current or prospective business dealings; and
  • being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member.

Such situations, if material, should always be discussed with the Code of Ethics Contact Person.

Anything that would present a conflict for a Board member, officer or employee would likely also present a conflict if it is related to a member of his or her family.

3. Compliance

It is the Company’s policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee, officer and Board members to adhere to the standards and restrictions imposed by those laws, rules and regulations.

It is the Company’s policy to comply with the anti-corruption laws of Romania and of the countries in which it does business. The Company will not directly or indirectly offer or make a corrupt payment to government officials, including employees of state-owned enterprises. These requirements apply to all Board members, officers, employees and agents. If you are authorized to engage agents, make sure that they are reputable and require them to agree in writing to the Company’s standards in this area.

4. Reporting and Accountability

The Supervisory Board is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any Board member, officer or employee who becomes aware of any existing or potential violation of this Code is required to notify the Code of Ethics Contact Person promptly. Failure to do so is itself a violation of this Code.

Any questions relating to how this Code should be interpreted or applied should be addressed to the Code of Ethics Contact Person. A Board member, officer or employee who is unsure of whether a situation violates this Code should discuss the situation with the Code of Ethics Contact Person to prevent possible misunderstandings and embarrassment at a later date.

Each Board members, officer or employee must:

  • Notify the Code of Ethics Contact Person promptly of any existing or potential violation of this Code.
  • Not retaliate against any other Board member, officer or employee for reports of potential violations that are made in good faith.

The Company will follow the following procedures in investigating and enforcing this Code, and in reporting on the Code:

  • Violations and potential violations will be reported by the Code of Ethics Contact Person to the Supervisory Board, in the case of a violation by a Board member or executive officer, or to the CEO, in the case of a violation by any other employee, after appropriate investigation.
  • The Supervisory Board or the CEO will take all appropriate action to investigate any violations reported to them.

Upon being notified that a violation has occurred and confirmed by appropriate investigation, the Supervisory Board or the CEO will take such disciplinary or preventive action as it deems appropriate.

From time to time, the Company may waive some provisions of this Code. Any waiver of the Code for executive officers or Board members of the Company may be made only by the Supervisory Board and must be promptly disclosed. Any waiver for other employees may be made only by the Ethics Program Director.

5. Corporate Opportunities

Board members, officers and employees owe a duty to the Company to advance the Company’s business interests when the opportunity to do so arises. Board members, officers and employees are prohibited from taking (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down. More generally, Board members, officers and employees are prohibited from using corporate property, information or position for personal gain and from competing with the Company.

6. Confidentiality

In carrying out the Company’s business, Board members, officers and employees often learn confidential or proprietary information about the Company, its customers sau suppliers. Board members, officers and employees must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of the Company, and of other companies, includes any non-public information that would be harmful to the relevant company or useful or helpful to competitors if disclosed.

7. Fair Dealing Practices

All Board member, officers and employees should endeavor to deal fairly with the Company’s customers, clients, service providers, suppliers, competitors and their employees. No Board member, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

8. Protection and Proper Use of Company Assets

All Board members, officers and employees should protect the Company’s assets and ensure their efficient use. All Company assets should be used only for legitimate business purposes.

9. Sustainability

We are committed to health, safety, and the environment, and to social considerations in the communities in which we operate. As part of this commitment:

  • We safeguard natural resources, ensure worker and public health, and actively promote and develop opportunities for expanding sustainability through innovation. This includes, increasing fuel efficiency, improving security and safety, and reducing emissions of harmful pollutants;
  • We are committed to compliance with all of our health, safety, environmental, and legal requirements everywhere we operate; and
  • Our commitment to health, safety, and the environment is an integral aspect of our design of products, processes, and services.

10. Possible Sanctions

The policies in this Code are important to the Company and must be taken seriously by all of us as employees. Accordingly, violations of these policies will not be tolerated and may result in such disciplinary or preventive action as it deems appropriate, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of appropriate governmental authorities and referral for civil action or criminal prosecution.

Conclusion

No written Code can cover every situation that might arise or set forth a rule to follow in all situations. Obviously there are other Company policies and practices, as well as common sense standards of conduct and individual conscience, to which you are expected to adhere. Each employee is specifically given notice that the Company will enforce the rules set forth in this Code.