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Anti-Corruption Code of Conduct

Last updated and reviewed on 12 December 2023

INTRODUCTION

Ethical values have always been at the heart of SCALEFLEX SAS (“SCALEFLEX”) strategy and development.
Law no. 2016-1691 of 9 December 2016 on transparency, the fight against corruption and on the modernisation of economic life (known as the “Sapin II” law) strengthened this ethical requirement.
In this connection, the anti-corruption code of conduct hereunder has been adopted. It is intended to recall all the basic principles relating to the fight against corruption and influence peddling and to identify, within SCALEFLEX and the companies it controls (the “SCALEFLEX”), the risky situations and the rules of conduct to be adopted in this regard (the “Code of Anti-Corruption Conduct”).
The objective of this Anti-Corruption Code of Conduct is zero tolerance for corruption. The Anti-Corruption Code of Conduct is incorporated into the internal regulations of SCALEFLEX companies affected by these arrangements.
It is available on the intranet site of SCALEFLEX company and is available to the human resources department of each such company.
This Anti-Corruption Code of Conduct applies to all directors, corporate officers and permanent staff (permanent employees) and casual employees (interns, fixed term employment contracts, work-study contracts, apprenticeship contracts, temporary workers, on-site service providers) of SCALEFLEX (hereinafter the “Employees”).
Everyone has the duty to read carefully and understand the rules set out in this Code of Anti-Corruption Conduct and to exercise discernment and common sense in dealing with the various situations that may arise.
SCALEFLEX SAS
Emil Novakov, CEO

1. PRESENTATION OF THE DOCUMENT AND SCOPE

This document describes the policy and main components of SCALEFLEX’s corruption risk prevention, reduction and control system.
This Anti-Corruption Code of Conduct applies to all of the following:
  • Employees of the company SCALEFLEX;
  • Employees of companies wholly owned by SCALEFLEX;
  • Employees of companies of which SCALEFLEX has a majority shareholding.
With regard to companies of which SCALEFLEX owns a stake of less than 50%, SCALEFLEX, in consultation with other shareholders, ensures that the fundamental elements of a corruption risk prevention approach are set out in these companies’ compliance policies.
In accordance with the “SAPIN 2” law, this Anti-Corruption Code of Conduct is appended to the internal regulations of each relevant French company of SCALEFLEX and also applies to foreign subsidiaries after being implemented in line with the country’s legislative framework. In any event, if local legislation is stricter than the principles set out in the Anti-Corruption Code of Conduct, the strictest rule must be complied with.

2. CONCEPTS OF CORRUPTION AND INFLUENCE PEDDLING

The general term “corruption” comprises corruption and influence peddling.

a. Corruption

Corruption is the act of soliciting or accepting, directly or indirectly, offers, promises, gifts, present or any advantages for oneself or others to carry out or have carried out, or refrain from carrying out an act defined as a job duty or task, or carry out an act facilitated by such duty or task (1).
There are two types of corruption:
Corruption is active when it is the person who corrupts who initiated the corruption (“the corrupter”) by offering or providing a sum of money or any other consideration or advantage in exchange for a service.
(1) In accordance with Articles 432-11, 433-1 and 433-25 of the Penal Code, committing a corruption offence may give rise to the following sanctions:
  • Natural person: 5 to 10 years’ imprisonment and a fine of 500,000 to 1,000,000 euros or double the proceeds of the offence, depending on whether it is private corruption or the corruption of a public official;
  • Legal person: 2,500,000 to 5,000,000 euros or double the proceeds of the offence, plus additional penalties, depending on whether it is private corruption or the corruption of a public official.
Corruption is passive when the act of corruption is at the initiative of the person who is corrupted (the “person corrupted”), by demanding or accepting money or any other benefit in exchange for a service (2). Finally, corruption is said to be public when it involves persons exercising a public office (3) (hereinafter a “Public Official”) and private when the corruption offence involves individuals or legal entities in the private sector only.

b. Influence peddling

Influence peddling is identified where an undue gift or advantage is offered or consented for the recipient to use his/her influence, actual or alleged, with a view to obtaining a favourable decision from a public authority (4).
(2) French law incriminates active corruption and passive corruption in the same way.
(3) The concept of public official must be interpreted broadly and covers any person in a position of public authority, entrusted with a public service mission or vested with a public power of attorney, on behalf of himself/herself or others. Any other person considered to be a public official under the national law of a country must also be considered a public official.
(4) In accordance with the aforementioned articles, committing the offence of influence peddling gives rise to the same sanctions as those provided for where the offence of corruption is committed.

3. ACTS OF CORRUPTION

a. Gifts, other benefits and facilitation payments

  • Gifts and other benefits
Anti-corruption rules prohibit gifts and other benefits from being offered to or received by a third party for the purpose of gaining an undue advantage or unjustifiably exercising any influence on any official action.
==> “Gifts” refers to gifts received from a business partner or offered to a business partner at a special event (e.g. birthday, Christmas). This may include, for example, a box of chocolates, a bottle of wine, a book or a pen.
==> The term “other benefits” includes, but is not limited to, business meals, travel, business events, invitations and entry tickets to sporting events or shows, etc.
<> SCALEFLEX rules to comply with:
  • SCALEFLEX ensures that “gifts” and “other benefits” are always received IN COMPLIANCE WITH THE LAW and in total TRANSPARENCY.
  • Employees must communicate to their business partners SCALEFLEX’s rules regarding “gifts” and “other benefits” and enquire about their own.
    • Offering or accepting a “gift” or “another benefit” must remain EXCEPTIONAL.
    • “Gifts” or “other benefits” offered to or received from a Public Official are PROHIBITED.
    • No Employee should be influenced by “gifts” or “other benefits” encouraging them to make bad decisions or decisions that are non-objective on business matters. If the person responsible for a decision accepts “gifts”, they should not be a factor, particularly in the decision-making process.
    • “Gifts” or “other benefits” are given in a STRICTLY PROFESSIONAL CONTEXT. They may not be received at the Employee’s home and may only be made to the Employee or the business partner, to the exclusion of their relatives.
    • “Gifts” and “other benefits” must be of REASONABLE VALUE and must not exceed the following thresholds:
==> Specific rules for “gifts”:
  • Accepting “gifts” is tolerated if the unit value of the “gift” does not exceed €50 including tax. Beyond this threshold, an Employee must obtain the prior approval of his/her line manager to accept “gifts”.
  • An Employee must always obtain the prior approval of his/her line manager to offer “gifts” to a business partner, regardless of the amount.
  • The total amount of “gifts” received per person, per year and per business partner must not exceed €300 including tax. Beyond this threshold, an Employee must obtain the prior approval of his/her line manager to accept “gifts”, regardless of the amount.
==> Specific rules for “other benefits” (excluding business meals):
  • If an Employee accepts “other benefits” (excluding business meals) such as travel or professional events, this is tolerated only if these relate to the Employee’s normal activity and SCALEFLEX’s projects and activities and if their estimated value is less than €150 including tax.
  • Beyond this threshold, an Employee must obtain the prior approval of his/her line manager to accept these “other benefits”.
  • An Employee must strictly obtain the prior approval of his/her line manager to accept “other benefits” that are more exceptional such as invitations or entry tickets to shows or sporting or cultural events when they are greater than €150 including tax.
  • If an Employee offers “other benefits” (excluding business meals) to a business partner, this must be validated by the line manager of the department concerned, regardless of the amount and nature.
==> Specific rules for business meals:
  • It is permitted for an Employee to accept a business meal if the meal is of reasonable value.
  • When a business partner is invited to a business meal, the rules and limits set out in the expense reports policy must be complied with. This is available to the human resources department of each of the companies concerned.
  • If the above requirements are not met, the “gift” or “other benefit” must be RETURNED IMMEDIATELY by the Employee, accompanied by a letter of thanks recalling the rules of SCALEFLEX regarding the acceptance of “gifts” and “other benefits”.
  • If in doubt, consult your line manager or the Anti-Corruption Officer.
  • Facilitation payments
    Facilitation payments are generally unofficial payments of small amounts requested by Public Officials or private sector natural or legal persons intended to facilitate or ensure the smooth running of the services expected of them.
<> SCALEFLEX rules to comply with:
  • SCALEFLEX PROHIBITS all facilitation payments.

b. Donations, contributions to charitable activities and sponsorship

SCALEFLEX may be required to work for civil society through donations and sponsorship.
  • “Gifts” means voluntary payments of cash or contributions in the form of tangible property generally made for social, cultural or scientific purposes and granted without any service by the recipient in return.
  • “Sponsorship” means financial support, skills or material provided by an enterprise and without seeking a direct economic contribution, to an organisation engaged in a non- profit activity, in order to support a general interest activity (art and culture, science, humanitarian and social projects, research, etc.). The sponsor intends to confer a gratuitous benefit, and his/her actions are mainly selfless.
These donations and sponsorship activities may be considered as acts of corruption when they are carried out in order to obtain an undue advantage.
<> SCALEFLEX rules to comply with:
  • Donations, contributions to charitable activities and sponsorship are permitted if they actually serve a PURPOSE IN THE GENERAL INTEREST and contribute to the community in accordance with SCALEFLEX policy or that of its entities.
  • All donations, charitable contributions and sponsorship made on behalf of a company of SCALEFLEX must be reported to the manager of the company concerned in order to be APPROVED, and must be duly RECORDED.

c. Sponsorship

Sponsorship is a communication technique that involves a company (sponsor) contributing financially and/or materially to a social, cultural or sporting action to gain a direct benefit, namely the “sponsor” company promoting its values and raising its profile. The sponsor’s contribution is not assessed as a gift but as a communication expense; the sponsor has business interests and his/her actions are selfless.
<> SCALEFLEX rules to comply with:
  • The sponsorship must be APPROVED IN WRITING BEFOREHAND by the manager of the company concerned and must be duly RECORDED.
  • SCALEFLEX will ENSURE that the sponsorship service and the consideration (for example in the form of marketing or communication activities) are always in conjunction with each other appropriately.

d. Lobbying

Lobbying is any activity intended to influence the decisions or guidelines of a government or an institution to promote a particular cause or expected outcome.
Lobbying becomes corruption in the event that the lobbyist pays or offers privileges to a Public Official in order to encourage him/her to support legislation or activities that promote the business of his/her client.
<> SCALEFLEX rules to comply with:
  • Demonstrate INTEGRITY, INTELLECTUAL PROBITY and TRANSPARENCY in all relations with public institutions and/or Public Officials, regardless of the situation or interest defended.
  • Do not seek to obtain an UNDUE political or regulatory ADVANTAGE.

e. Political contributions

Political contribution means any contribution (payment of money or any other benefit such as gifts, benefits or advertising) for the purpose of providing support to a political party, candidate or elected representative.
<> SCALEFLEX rules to comply with:
  • Political contributions paid by or on behalf of the company are PROHIBITED.
  • No donation must be made to political parties, foundations or institutions with close links with political parties.

f. Recruitment

The recruitment of a new Employee may potentially give rise to an act of corruption in the event that SCALEFLEX is granted an undue advantage by a third party in return for hiring a particular candidate.
<> SCALEFLEX rules to comply with:
  • Any undue advantage granted by a third party in exchange for the recruitment of an Employee is PROHIBITED.

g. Acquisitions, equity investments and joint ventures

In case of the acquisition of companies or assets relating to an entire business division, or the acquisition of shareholdings, mergers or joint ventures, it must be ensured that the target company or the partner does not or has not acted improperly under the applicable anti- corruption laws, and complies with the legislation in force in this area.
In the aforementioned operations, SCALEFLEX could be held criminally or civilly liable with significant business, financial and reputational repercussions.
<> SCALEFLEX rules to comply with:
  • INCLUDE AN ANTICORRUPTION COMPONENT in PRIOR AUDIT PROCESSES.
  • INCLUDE AN ANTI-CORRUPTION CLAUSE in the contracts to be entered into in connection with the aforementioned transactions.

h. Record- and book-keeping

Books and records mean all accounting, financial and business records.
It is essential that transactions be transparent, fully documented and allocated to accounts that reflect their actual nature.
<> SCALEFLEX rules to comply with:
  • The books and records of SCALEFLEX must ACCURATELY REFLECT the transactions carried out and must be prepared in accordance with accounting standards in force.
  • All SCALEFLEX CONTROLS AND APPROVAL PROCEDURES are to be applied.

4. BUSINESS PARTNERS

The main business partners of SCALEFLEX include:
  • clients;
  • suppliers and subcontractors;
  • intermediaries;
  • advisors (consultants, business bankers, lawyers, etc.).
Each of the companies in the relevant SCALEFLEX has prepared a specific document entitled “business partner assessment guide”, detailing the rules for evaluating their respective business partners. It is available on the intranet site of SCALEFLEX company and is available to the legal department of each such company.
In particular with regard to purchases, the purchasing decisions of SCALEFLEX must be based solely on the quality of the products and services offered, which can be verified objectively.
<> SCALEFLEX rules to comply with:
  • Prior to entering into a business relationship with a business partner, PRIOR CHECKS relating to its integrity shall be carried out in accordance with internal procedures.
  • Any recourse to a business partner must result in a WRITTEN CONTRACT being drafted.
  • Any written contract with a business partner must contain a CLAUSE certifying that the business partner complies with the laws and regulations combating corruption, and ensure that the contract is nullified in the event of a breach of these rules.
  • Payments made in favour of a business partner, which can only be made after submitting a duly validated INVOICE, must always be for a REMUNERATION APPROPRIATE AND PROPORTIONATE to the service rendered.

5. CONFLICTS OF INTEREST

If, in the ordinary course of business, an Employee is required to make a decision in which his/her own business or private interests conflict with the business interests of SCALEFLEX companies, this may be considered a conflict of interest.
<> SCALEFLEX rules to comply with:
  • Employees must PRIORITISE SCALEFLEX INTERESTS by refraining from promoting their own business or private interests.
  • No CONCOMITANT EMPLOYMENT is permitted if it risks harming the interests of SCALEFLEX companies. For more information, please refer to the terms of your employment contract, your collective agreement and the applicable internal guidelines.
  • Unless expressly permitted, Employees of SCALEFLEX companies and their next of kin must not HOLD SHARES in companies that have or seek to develop business relationships with a SCALEFLEX company if holding such shares may have an impact on the work done within SCALEFLEX.
  • In the event of potential or actual conflicts of interest, the Employees must immediately INFORM THEIR LINE MANAGER.

6. WHISTLEBLOWING PROCEDURE

SCALEFLEX puts in place an ethical alert system to strengthen the ability of all Employees to express themselves so they can report any conduct or situations that conflict with this Anti-Corruption Code of Conduct.
Any Employee may send his/her report using the specific form, available on a dedicated website whose address is as follows: Scaleflex Whistleblowing Platform
The rules relating to the operation of the whistleblowing system and the guarantees offered to Employees in the context of its use are detailed in a specific document entitled “SCALEFLEX ethical whistleblowing system”. It is available on the intranet site of SCALEFLEX and is available to the human resources department.
No disciplinary or discriminatory action will be taken against Employees raising an alert, even if the reported facts prove to be unfounded, provided that the Employees have acted in good faith.
Any direct or indirect retaliation against a SCALEFLEX Employee who has raised an alert cannot be tolerated and may result in disciplinary action which may go as far as the employment contract being terminated, in accordance with applicable law.

7. DISCIPLINARY SANCTIONS FOR NON-COMPLIANCE WITH THE CODE OF CONDUCT

Any breach of the duties set out in this Code of Anti-Corruption Conduct lays the perpetrator open to the disciplinary sanctions provided for in the internal regulations of the relevant French company of SCALEFLEX, without prejudice to the administrative measures and criminal sanctions provided by the applicable national laws and regulations.

8. INTERNAL CONTROL AND ASSESSMENT

In order to ensure the adequacy and effectiveness of the anti-corruption prevention and detection measures implemented based on its risk mapping, SCALEFLEX has developed an internal control and assessment system.
This system meets four (4) objectives:
  • monitor the implementation of anti-corruption prevention and detection measures and test their effectiveness;
  • identify and understand failures in the implementation of procedures;
  • define appropriate recommendations or other corrective measures, if necessary, with a view to improving the effectiveness of the anti-corruption compliance programme;
  • detect, where applicable, acts of corruption.

9. DISTRIBUTION

This Anti-Corruption Code of Conduct is appended to the internal regulations of the relevant French companies of SCALEFLEX; it is also available on the intranet site of SCALEFLEX company, as well as the human resources department of each such company. It may need to be adapted according to regulatory changes.

10. INTERPRETATION AND COMPLIANCE WITH THE ANTI-CORRUPTION CODE OF CONDUCT

Each SCALEFLEX Employee must read, understand and comply with this Anti-Corruption Code of Conduct.
Each SCALEFLEX Anti-Corruption Representative ensures it is disseminated and complied with by Employees.
For any question relating to this Anti-Corruption Code of Conduct or in case of interpretation difficulties regarding its application to a given situation, Employees are invited to contact their line manager or their Anti-Corruption Representative, the contact details of which are provided below:
Anti-Corruption Representative SCALEFLEX SAS :
Jean-Francois LECAS
VP, Customer Experience | DPO
Emil NOVAKOV
Chief Executive Officer