Effective date: January 2022

I. Introduction

Taking into consideration that it is necessary the conduct of Company’s business to develop in accordance with the highest standards of business ethics

Taking into consideration the necessity to minimize the risks that might hurt the Company’s image.

It was taken the decision to adopt this Code of Conduct and Ethics, which contains the general directive lines foer the activity of the company, with the purpose of preventing corruption both within the Company and in its relations with public authorities and other business partners.

This Code applies to all managers, employees, agents, collaborators and any other persons that act in the name of the Company. Also, this Code shall be brought to the knowledge of business partners, by publishing it on the web site of the Company www.expand.ro.

II. Principles and general rules

The Company’s conducts its business strictly following the following principles:

– Fair, honest and transparent operation;

– Offering or promising to offer money, goods or other benefits to business partners by the Company or third parties acting in the Company’s name for commercial gain is prohibited;

– Demanding or accepting money, goods or other benefits from business partners, by the Company or third parties acting in the Company’s name in exchange of granting a commercial advantage to the business partners, is prohibited;

– Avoidance of the Company’s association and interaction with partners which do not correspond to the Company’s values and which might hurt its image;

– Establishing a clear procedure for avoiding direct and indirect acts of corruption and ensuring the Company’s employees adhere to it.

The Company has a simple and straightforward policy on standards of conduct and behaviour that must be respected by its employees when performing the activities for the Company. They must comply with all legal requirements, to behave honestly and with integrity, treat people fairly, to respect diversity, to accept responsibility, communicate openly and always have an irreproachable behaviour.

Each employee is requested to maintain these high ethical standards all the time, even if abiding by this obligation may generate losses of for the Company. No employee must believe that a compromising situation or a situation that does not respect business ethics) is justifiable by obtaining a result in business.

All employees must apply in their activity the highest standards of professional ethics and comply with all laws and regulations applicable to the Company’s businesses. No employee has the authority to require or approve for the Company any action that would break the law or ethical standards.

III. Assistance and Information

This Code is not intended to be a global regulatory framework and cannot include every situation that our employees may face. If an employee feels uncomfortable in a certain situation or doubts whether it is in accordance with the Company’s ethical standards, he should ask for additional information and assistance. The additional information and assistance request shall be addressed first to the direct superior.  If a direct superior cannot respond to a specific question, or an employee does not feel comfortable in asking his direct superior’s support, then the employee should contact the Human Resources Department.

IV. Notification of the Code’s breach, penalties

All employees have the duty to report any known breach or suspicion of breach of this Code, including any violation of legal regulations, rules, regulations or policies applicable to the company. If an employee knows or suspects a breach of this Code, it shall immediately report the situation by an oral or written notification addressed to his direct  superior. The direct superior will communicate immediately (24 hours from the date of the complaint), in writing, directly to the Human Resources Manager by copying the General Manager and the External Compliance Officer (Trelea & Associates).  If the employee does not feel comfortable with reporting that situation to the direct superior or does not receive a satisfactory answer from him, he must directly contact the Human Resources Department.

The Employee may also report any known violation or any suspicion of violation of this Code, including any violation of the legal regulations, rules, regulations or policies applicable within the Company at the anonymous phone number Compliance Line – 0376 203 440.

All known or suspected reports of breaches of legal regulations or this Code will be treated with discretion.

Every chief of department and Human Resources Department will protect as much as possible the identity of every employee notifying a breach of this Code, in accordance with the legislation and with the Company’s need to investigate the issue.

The Company forbids any measures against an employee who, in good faith, requests assistance or reports a breach of this Code. Any such measure taken shall be subject to disciplinary investigation which might lead even to the term,ionaiton of the labour agreement for the ones that are guilty.

The Company’s policy is that any employee who violates this Code will be subjected to disciplinary investigation that can lead to labour contract termination. The decision on each case will be based on the facts and circumstances of each situation.

HR Manager is in charge for collecting and evaluating facts which are reported by Managers/Supervisors, for examination the particular cases by conducting interviews and/or by auditing all documentation collected; HR Manager investigation report will be addressed to General Manager and External Compliance Officer (Trelea si Asociatii Legal Partner).

For determine the appropriate action, an internal compliance Committee which include HR Manager, Supervisor and Compliance Officer (external/authorized) will review the situation and approve the appropriate action.

The employees who violate the law or this Code may be exposed to substantial civil damages, penal fines and imprisonment. At the same time, the Company may face substantial fines or penalties as well as deterioration of the image and its market position.

Carrying out any of the acts of corruption mentioned in this Code by the Company’s employees constitutes a serious disciplinary violation, punishable by termination of the labour contract.

To the extent that the committed acts meet the constituent elements of the corruption offences regulated by the Criminal Code and by Law no. 78/2000 on the prevention, discovery and sanctioning of corruption acts, the sanctions will be those provided by the criminal law in force. The use, in any way, directly or indirectly, of information that is not intended for publicity or allowing unauthorized persons access to this information is punishable according to those provided by the criminal law in force.

V. Conflicts of interest

  1. Identification of potential conflicts of interest

Conflict of interest may occur when the personal interests (private) of an employee interferes, or appears to interfere, with the interests of the Company as a whole. Employees should avoid any private interest that influence their ability to act in the interests of the Company or which makes it difficult to perform their activity objectively and effectively.

Identifying potential conflicts of interest may not always be clear.

Some examples of situations that may represent cases of conflicts of interest:

  • Improper personal benefits. No employee should receive any kind of benefits or favors (advantages) because of its position in the Company.
  • Financial interests. No employee should have a significant direct financial interest as shareholder with more than 20% participation at the share capital, in any company that is customer, supplier or competitor of the company.
  • Loans and other financial transactions. No employee should obtain personal loans or guarantees for obligations from, or to get into any personal financial transaction with any company which is customer, supplier or competitor of the Company. This Code does not prohibit the transactions with banks, brokerage firms or other financial institutions.

2. Disclosure of conflicts of interest

The company requires that its employees to submit any situations that might give rise to a conflict of interest. If an employee suspects that he has a conflict of interest or that are in a situation that others might perceive as a conflict of interest, he shall report it to his direct superior or the Human Resources Department. The Direct Chief, together with the Human Resources Department will discuss with the employee in order to establish if there is a conflict of interest and if so, what would be the best way to approach to it.

VI. Rules of operation within the Company

1. Company’s records

Accurate and reliable records are essential to our business. Our records are the grounds of our income statements, financial reports and guide us in making decisions and strategic planning. Company records include: payroll, travel reports (sheet), emails, financial and accounting data, electronic data files and all other records kept in the normal course of our business.

All Company records must be complete, accurate and reliable in all aspects. Unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. Our employees are responsible for understanding and complying with our policy regarding record keeping.

2. Compliance with laws, regulations and working instructions

Each employee is required to comply with all laws, rules, regulations and working instructions applicable to the Company’s operations.

Each employee must understand and comply with all laws, rules and regulations applicable to the job they occupy. If in doubt about the legality of actions (activities), each employee must seek the advice of his direct superior or the Human Resources Department.

3. Acts of corruption

3.1. The Company prohibits the following practices of its employees, regardless whether they are direct or indirect, or via a third party:

3.1.1. Seeking bribe

Demanding money, goods or other benefits from the Company’s clients, in exchange of services as well as being promised or accepting the promise of money, goods or other benefits from the Company’s clients in exchange of an act corresponding to their position, acting against or delaying the completion of an act (for instance in the case of a contract, refusing to sign a contract or delaying the recovery of owed money etc). Receiving money, goods or other benefits is prohibited, even if they are not used in the individual interest of the receiver, but used in the Company’s interest.

3.1.2. Bribery

Promising, offering or giving money, goods or other benefits to an international, national or regional public servant, a political party, a party member or a party candidate for a public position, a manager, agent or employee of an entity with which the Company has building relations, with the purpose of completing, not completing or delaying the completion of an act or with the scope of acting against something (for instance in the case of obtaining public or private contracts, authorizations etc.)

3.1.3. Accepting unduly benefits

Accepting money, goods or other benefits, after having completed an act corresponding to their position, which he was obligated to carry out by virtue of their position.

3.1.4. Accepting influence peddling

Accepting or demanding money or other benefits or accepting promises, gifts, directly or indirectly, for themselves or others, done by a person with influence or who leads others to believe they have influence over an international, national or regional public servant, a political party, a party member or a party candidate for a public position, a manager, agent or employee of an entity with which the Company has business relations, in order to determine them to conduct or not conduct an act which constitutes an obligation of their position.

3.1.5. Influence peddling

Promising, offering or giving money, gifts or other benefits, directly or indirectly to an individual who has influence or leads other to believe they have influence over an international, national or regional public servant, a political party, party member or party candidate to a public position, a manager, agent or employee of an entity with which the Company has business relations, in order to determine them to conduct or to not conduct an action which constitutes an obligation of their position.

3.1.6. Using of information

Using, in any way, directly or indirectly, information which are confidential with other purposes than the ones they are designed for, or allowing access to an unauthorized individual to such information in order to obtain, for themselves or others unduly money, goods or benefits.

3.1.7. Concealing benefits resulting from the above-mentioned acts of corruption

Hiding or concealing the illegal origin, source, location, disposal, transfer or owner of goods while knowing the goods resulted from an illegal action.

3.2. Hospitality

All forms of hospitality offered to HCPs, HCOs’ members or POs’ Representatives must be “reasonable” in level and strictly limited to the duration and main purpose of the Event.

The maximum limits for hospitality expenses are the following:

a) Airline travel (both domestic and international): economy class (coach). “Business” and higher classes are not allowed;

 b) Meals: for domestic meals (food and drinks of any kind), the maximum amount is 200 RON for each person, for a main meal (lunch or dinner);

 c) For “coffee breaks” (food and drinks of any kind), the maximum limit is 40 RON for each person;

For events where the duration (scientific agenda) exceeds 6 hours, two main meals can be offered as well as 2 “coffee breaks”, for each day of the event.

In countries – “Host countries” – where local provisions do not set a limit for meals, the maximum limit is EUR 150 / day (or the relevant equivalent) for lunch plus dinner.

The above limits include VAT and apply individually, per main meal, respectively per „coffee break”.

However, the provision hospitality is strictly prohibited, even if the value is small, if:

  • There is a risk of a violation of a law, regulation or official rule of the organization to which the person to receive the hospitality belongs;
  • The hospitality was requested or a certain behaviour reflected that they were expected;
  • They’re frequent.

4. Employee’s obligations on conduct and ethics line

Each employee has at least the following obligations on conduct and ethics line:

a) the obligation to maintain and strengthen the Company’s trust in him;

b) the obligation to respect and promote, in all circumstances, the image and prestige of the Company;

c) the obligation of fidelity, loyalty and confidentiality to the Company in performing the  job duties both inside and outside the Company, during working hours, as well as after it.

This fidelity obligation includes at least the following, but without being limited to them:

1. the obligation to inform the Company about any mistake or breach of any rule applicable in the  Company committed by himself or by any other employee;

2. the obligation not to work with other competitors of the Company, or to not compete with the Company on any of its business lines;

3. the obligation not to earn hidden incomes for themselves or for others during working hours and inside the Company;

4. the obligation to keep the confidentiality of the information and commercial secrets during employment at the Company;

5. the obligation to keep the confidentiality of the information and commercial secrets after the termination of employment relationship with the Company.

d) the obligation to promote in his activity a spirit of discipline and honesty, welfare, respect and promptitude in relationship with the clients, imprinting to these relationships a priority character and firmly rejecting engaging the Company in actions of unfair competition or which contravene to professional ethics.

e) the obligation not to claim and not receive material benefits from co-workers, from subordinates, superiors or from strangers in order to exercise his job duties or favouring the solving of some services that are unrelated to the job duties;

f) the obligation to have a proper conduct in relation to peers and management of the company;

g) the obligation to use the materials and company’s equipment only for the  activities related to his duties as employee of this Company;

h) the obligation not to “favour” the customers and / or suppliers in the company’s commercial relations with them.

Listing the obligations under the preceding paragraph is not exhaustive, and can be completed with any other obligations that may occur from the present Code of Conduct and Ethics, as well as from any other regulations applicable to the company in these directions.

5. Relationship with third parties

In relation with third parties under the control or influence of the Company, including but not limited to, agents, consultants, sales agents, customs brokers, general consultants, distributors, subcontractors, lawyers, accountants or intermediaries, working in the name of the company in connection with sales or marketing operations, the negotiation of a contract, the obtaining of licenses, approvals or authorizations, or any other actions that could benefit the Company, the representatives of the Company will take the following measures:

  • They will be informed of this Code of Ethics and Conduct;
  • They will be warned not to participate and not to tolerate any acts of corruption;
  • They will not be used to commit corruption;
  • They will employ them only for the purpose and legal benefit of the Company; and
  • They will not pay them more than they have contracted for their services.

Bucharest, January 2022, updated May 2022