MediaKind Code of Business Ethics.pdf

MediaKind

Code of Business Ethics

AN OVERVIEW

This Code of Business Ethics (Code) covers MediaKind's guiding principles as a trusted partner, our relationships with each other and our stakeholders, how we conduct business responsibly, and comply with applicable laws, rules, and regulations.

Such confidence and credibility require truthfulness and candor in how we conduct our business. Therefore, creating an environment of transparency in business conduct is a high priority for all of us.

Our Code of Business Ethics reflects our commitment to operate with candor and truthfulness in our dealings and communications in the marketplace.

Everyone at MediaKind will operate under the principles outlined in this Code, from the members of the Board of Directors and the executive leadership team to every individual. Furthermore, everyone at MediaKind will be held accountable for meeting these standards.

CONTENTS

BEING A TRUSTED PARTNER

Our guiding principles

Integrity, transparency, and responsibility characterize the way we conduct business. Operating with a strong sense of integrity is critical to maintaining trust and credibility with our customers, partners, employees, shareholders, society, and other stakeholders. Such trust and credibility requires truthfulness and candor in how we conduct our business.

Creating an environment of transparency when conducting business is a high priority for everyone at MediaKind. Our Code of Business Ethics (Code) reflects our commitment to operate with candor and truthfulness in our dealings and communications to the marketplace. We expect the company will operate in accordance with the principles set forth in this Code. Everyone, from the members of the Board of Directors and the executive leadership team to each individual working for MediaKind, will be held accountable for meeting these standards.

MediaKind’s commitment to conducting business responsibly includes:

The Code also contains rules for all individuals performing work for MediaKind, including employees, subcontractors, and private contractors.

Expectations include:

Our Responsibility for Compliance

Everyone working for MediaKind must periodically review and acknowledge or sign-off on the Code, while supporting and staying in-line with the company’s stated commitments.

We place additional responsibilities on our leaders where leading by example is critical.

Through the actions of our leaders, the Code is enforced and respected throughout individual teams and the entire MediaKind organization. Leaders will demonstrate the highest ethical standards and are always available for those who have questions or wish to report possible violations.

We will not turn a blind eye to unethical conduct.

Reporting Compliance Concerns

Individuals Working for MediaKind

Individuals working for MediaKind are encouraged to report any conduct that they believe, in good faith, to be a violation of the law or the directives of this Code to their manager.

Suppliers, Customers, and Partners

Suppliers, customers and other partners involved with MediaKind may report suspected violations of the law or this Code to the local operations manager or in accordance with locally established procedure.

MediaKind Compliance Line

If the above channels for reporting are not available or appropriate, and if the alleged violation is conducted by management, or relates to corruption, questionable accounting, deficiencies in the internal controls or auditing matters or otherwise seriously affects vital interests of MediaKind or personal health and safety, the violation immediately should be reported to NAVEX Global, MediaKind's secure and anonymous reporting partner.

SUBMIT A REPORT

Leaders are expected to seriously address a reported issue and to work to ensure a satisfactory resolution in alignment with MediaKind's ethics, values, and procedures, and with any local statutory or regulatory obligations.

Retaliation or any discrimination against an individual reporting in good faith will not be tolerated by the MediaKind organization.

Commitment to Sustainable Development

We are committed to the sustainable development of society, which is a development that meets the needs of the present without compromising future generations. Therefore, we will continuously work to reduce any negative impacts of our operations and maximize the positive effects of our technology to enable the sustainable development of society.

Everyone working for MediaKind must be accountable and obligated as responsible corporate citizens.

Code of Conduct

The Code of Conduct provides that:

It is the responsibility of each MediaKind employee to respect and promote this Code of Conduct and it is the responsibility of each manager to ensure that each MediaKind employee is treated accordingly.

Note: MediaKind suppliers and their subcontractors must comply with the Code of Conduct and verify compliance upon request.

EVERY ACTION COUNTS

Comply with Relevant Laws, Rules, and Regulations

MediaKind shall comply with all laws, rules, and regulations that apply to the organization. Violations of any applicable law, rule, or regulation may have severe consequences for MediaKind and the individuals concerned.

As you conduct MediaKind's business, you may encounter various legal issues. Therefore, it is your responsibility as a MediaKind employee to be familiar with and comply with relevant laws, rules and regulations, including in the areas listed below.

Trade Compliance

Specific laws, rules and regulations apply to MediaKind as a multinational group of companies in an international business environment, in particular when exporting and importing products and services. MediaKind employees must therefore be familiar with, and adhere to, applicable domestic and foreign laws, rules, and regulations related to export and import regulations, anti-boycott provisions, trade embargoes, and sanctions. According to these laws, rules and regulations, individuals can be restricted from participating in certain business activities, for example, "United States persons" (U.S. citizens, green card holders and persons physically located in the U.S.) can be subject to such restrictions. MediaKind's Legal and Compliance Department is available to support employees with questions regarding Trade Compliance.

Fair Competition

MediaKind is dedicated to promoting fair competition. Fair competition provides the best incentives for business efficiency. It encourages business development and innovation and it creates a wider choice for consumers. Most countries have laws prohibiting business practices that interfere with fair competition (competition or antitrust laws). These laws govern the ways companies deal with their competitors, customers, and suppliers and they, for example, prohibit price fixing, market and customer allocation and bid rigging with competitors, as well as the abuse of a dominant market position. Everyone working for MediaKind shall compete in the open market as vigorously and constructively as possible, while consistently complying with competition laws in each of the countries in which MediaKind operates.

Accounting and Financial Reporting

MediaKind must follow strict accounting principles and standards, report financial information accurately and completely, and have appropriate internal controls and processes to ensure accounting and financial reporting comply with applicable laws, regulations, and listing requirements. All MediaKind employees will support the company's efforts in this area.

Insider Rules and Trading Prohibition

Everyone working for MediaKind shall act in strict compliance with all applicable insider rules and regulations. "Inside information" is non-public information, which, if it were made public, would be likely to have a significant effect on the price of a financial instrument. No one who possesses inside information is permitted to use the inside information for trading in financial instruments to which the information relates. Furthermore, no one is permitted to disclose inside information to anyone, including family, friends, coworkers, or others, for whom such information is not necessary for the performance of his/her duties.

Privacy

MediaKind is committed to protecting the privacy of personal information, including personal data relating to employees, partners, external workforce, customers, and end-users. Therefore, personal data shall be kept confidential and handled securely. MediaKind employees should handle personal data only when processed to the extent required to perform a specific work task.

Communication and Financial Information

It is important that MediaKind employees have a good understanding of the operational and financial performance of their business units in order to be fully involved in improving operations. This understanding coincides with MediaKind’s financial disclosure policy and legal requirements, specified in frameworks such as insider rules, listing and reporting practices of stock exchanges, and supervisory authorities for securities. MediaKind’s obligation to comply with these requirements defines how individuals working for MediaKind shall manage material news that might impact the company’s stock price. Comments about financial performance and prospects to external parties shall only be made by official company spokespersons, as authorized in the spokesperson’s directive and conjunction with activities supported by Marketing & Communications.

All employees involved in financial reporting shall provide complete, fair, accurate, timely, and understandable disclosures in reports and documents that MediaKind files with or submits to government agencies or authorities or makes in other public communications.

Conflict of Interest

The MediaKind community will make business decisions based on the organization's best interests rather than on personal considerations or relationships. Conflicts of interest arise when professional obligations or private or financial interests interfere with or influence the exercise of independent judgments in the best interest of MediaKind.

The following are examples of situations to be aware of:

Corruption and Financial Irregularities

Zero-tolerance

MediaKind has no tolerance for corruption and financial irregularity, including bribery, kickbacks, facilitation payments, fraud, embezzlement, and money laundering.

Bribes and Kickbacks

No one representing MediaKind may, directly or indirectly, offer any bribe, kickback, or any additional unlawful or unethical benefit. This unethical benefit includes any demands, accepting from, or offering to give employees or other representatives of business partners (such as customers, suppliers, and channel partners) or any other third parties (e.g., authorities).

Gifts and Entertainment

No one representing MediaKind may offer to, or accept from, business partners or any other third-party gifts, benefits, reimbursements, or entertainment that would constitute a violation of laws. Or suggest a conflict of interest, divided loyalty, or be perceived as an improper attempt to influence business decisions that otherwise affect the recipient’s performance or work duties. Accordingly, MediaKind employees and contractors should typically not accept gifts from business partners or third parties except for promotional items with little value.

All gifts or entertainment should be:

Certain gifts or benefits are never allowed to be offered or accepted, including money, loans, gift vouchers, kickbacks, work for private purposes, unethical benefits, vacations, or similar benefits addressed to individuals.

Public Officials

Stricter rules apply when interacting with government entities and their employees or representatives. Be aware that this also includes state-owned companies, i.e., many mobile operators. Typically, nothing of value should be promised, offered, or provided to a public official, either directly or indirectly.

Facilitation Payments

Unofficial payments demanded by public officials intended to speed up or secure the performance of routine government actions (e.g., issuance of visas, permits, or licenses) are not allowed by MediaKind. Such facilitation payments are illegal in most countries and may result in prosecution and punishment of the payer.

Fraud and Embezzlement

MediaKind does not accept any fraudulent behavior or embezzlement.

Money Laundering

MediaKind supports international efforts to combat money laundering and the funding of terrorist and criminal activities. Therefore, we shall not engage in unusual payment methods or payments to unconnected parties in contradiction to MediaKind policies and directives.

Protection and Proper Use of Company Assets

MediaKind has a wide variety of assets, including physical assets, proprietary information, and intellectual property. You are responsible for protecting MediaKind property entrusted to you and for helping to protect MediaKind’s assets in general. It is also essential to be aware of and understand MediaKind’s security directives. You must be alert and report any loss, or risk of loss, of MediaKind properties to your manager or MediaKind Security as soon as they come to your attention.

Intellectual Property

Intellectual property includes a variety of properties, such as computer programs, technical documentation, and inventions. Specific intellectual property is, or can be made, subject to special protection through copyright, patent right, or trademark right.

Intellectual property is an asset of utmost value to MediaKind and must be cared for appropriately. In case of doubt, you must follow and seek instructions on how you shall act to protect this valuable asset. For example, it is essential that open source software is used and distributed only under MediaKind’s regulations on open-source software.

Intellectual property created by MediaKind employees is transferred and assigned to MediaKind by law and the employment contract or other agreement, with the exceptions stated in international conventions, applicable laws, and the agreement with MediaKind.

Use of MediaKind IT Resources

MediaKind IT resources, including communication systems and connections to the Internet, shall be monitored to ensure compliance.

When you leave MediaKind

All MediaKind assets must be returned, including documentation and any media containing proprietary information.

To the extent allowed under applicable law, access to MediaKind’s IT environment from any device or storage media (whether provided by MediaKind or not) may be checked for required installed software. This includes USB storage, firewalls, administrator information, additional network connections, encryption, antivirus or malicious software, and other components. In addition, to protect MediaKind business and detect unacceptable use of MediaKind’s IT resources, you may be asked to provide access to any devices and storage media used to access MediaKind’s IT resources or store MediaKind information. Such a request can only be made by an authorized security function and in accordance with applicable processes.

Unacceptable use of MediaKind’s IT resources includes: processing, sending, retrieving, accessing, displaying, storing, printing, or otherwise disseminating material and information that is fraudulent, harassing, threatening, illegal, racially or sexually oriented, obscene, intimidating, defamatory, or otherwise inconsistent with a professional environment.

Note: An exit interview is required upon separation from MediaKind.

Protecting Information

MediaKind employees are responsible for protecting MediaKind's confidential and proprietary information with our customers, partners, and suppliers.

Persons working for MediaKind have access to information owned by MediaKind and information held by third parties. Such information may be financial information, business plans, technical information, information about employees and customers, and other types of confidential information.

Non-authorized access, use, and disclosure may damage MediaKind or other parties. Therefore, you cannot access, use, or disclose any information unless adequately authorized. In addition, non-authorized access, use, and disclosure may violate laws including privacy regulations.

Rules to Protect Non-Public Information

  1. Do not disclose to others information not made public by MediaKind except to: a. Persons working for MediaKind who, in their work, need access to the information and who have justified reason to have the information, b. Anyone else authorized by MediaKind c. Persons to whom you, according to your work duties, shall give such information.
  2. Upon learning of any wrongful use or treatment of non-public information, promptly notify your manager and cooperate in full with MediaKind to protect such information.
  3. Accesses and authorizations provided to persons working for MediaKind may only be used in the manner in which they were intended. Passwords and pin codes and similar information must never be shared or provided for use to unauthorized persons.

MediaKind Code of Business Ethics | 7.2022 Rev D