The Company has adopted this Code of Business Conduct and Ethics (the “Code”) for all of the Company’s Employees, Directors, Officers and Agents (“Covered Persons”). This Code incorporates a Code of Conduct for Senior Corporate Officers including the Chief Executive Officer, and for Directors.
I. Conflicts of Interest
A conflict of interest occurs when a Covered Person’s private interests interfere, or even appear to interfere, with the interests of the Company as a whole. While it is not possible to describe every situation in which a conflict of interest may arise, Covered Persons must never use or attempt to use their position with the Company to obtain improper personal benefits. Any Covered Person who is aware of a conflict of interest, or is concerned that a conflict might develop, should discuss the matter with the Audit Committee or counsel to the Company immediately.
II. Corporate Opportunities
Covered Persons may not:
(a) Take for himself or herself personally opportunities that are discovered through the use of Company’s property, information or position,
(b) Use Company’s property, information or position for personal gain,
(c) Compete with the Company.
Covered Persons owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
III. Confidentiality and Privacy
It is important that Covered Persons protect the confidentiality of Company’s information. Covered Persons may have access to proprietary and confidential information concerning the Company’s business, clients and suppliers. Confidential information includes such items as non-public information concerning the Company’s business, financial results and prospects and potential corporate transactions. Covered Persons are required to keep such information confidential during employment as well as thereafter, and not to use, disclose, or communicate that confidential information other than in the course of employment. The consequences to the Company and the Covered Person concerned can be severe where there is unauthorized disclosure of any non-public, privileged or proprietary information.
To ensure the confidentiality of any personal information collected and to comply with applicable laws, any Covered Person in possession of non-public, personal information about the Company’s customers, potential customers or Covered Persons, must maintain the highest degree of confidentiality and must not disclose any personal information unless authorization is obtained.
IV. Honest and Fair Dealing
Covered Persons must endeavor to deal honestly, ethically and fairly with the Company’s customers, suppliers, competitors and employees. No Covered Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. Honest conduct is considered to be free from fraud or deception. Ethical conduct is considered to be conduct conforming to accepted professional standards of conduct.
V. Protection and Proper Use of Company Assets
The Company’s assets are only to be used for legitimate business purposes and only by authorized Covered Persons or their designees. This applies to tangible assets (i.e. office equipment, telephone, copy machines, etc.) and intangible assets (i.e. trade secrets and confidential information). Covered Persons have a responsibility to protect the Company’s assets from theft and loss and to ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. If a Covered Person becomes aware of theft, waste or misuse of the Company’s assets, should report this to a manager or legal counsel to the Company.
VI. Compliance with Laws, Rules and Regulations
All Covered Persons are responsible for complying with the various laws, rules and regulations of the countries and regulatory authorities that affect the Company’s business. Any Covered Person who is unsure whether a situation violates any applicable law, rule, regulation or Company’s policy should contact a manager or legal counsel to the Company.
VII. Duty to Report
Covered Persons shall take all appropriate action to stop any known misconduct by fellow Covered Persons or other Company personnel that violate this Code. Covered Persons shall report any known or suspected misconduct to their manager or legal counsel to the Company unless the Code directs otherwise. Violations involving a manager should be reported directly to the CEO. The Company will not retaliate or allow retaliation for reports made in good faith.
Covered Persons may also report violations by mail to 8 Achilleos Street, 16673 Voula, Athens, Greece. Covered Persons may choose to be anonymous, however, it will not be possible to obtain follow-up details necessary to investigate the matter. In either case, employee information will be kept strictly confidential, thus there should be no fear of any form of retaliation.
VIII. Anti-fraud
Introduction
Fraud may be defined as and may involve:
manipulation, falsification or alteration of records or documents,
suppression or omission of the effects of transactions from records or documents,
recording of transactions without substance,
misappropriation (theft) or willful destruction or loss of assets including cash,
deliberate misapplication of accounting or other regulations or policies,
bribery and corruption.
Prohibited Practices
Prohibited practices may comprise of:
A corrupt practice, which is the offering, giving, receiving or soliciting, directly or indirectly, anything of value to influence improperly the actions of another party.
A fraudulent practice, which is any act or omission, including a misrepresentation that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.
A coercive practice, which is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.
A collusive practice, which is an arrangement between two or more parties designed to achieve an improper / unethical purpose, including influencing improperly the actions of another party.
Prevention and Control of Fraud
The Company shall advocate and develop a corporate culture of honesty and integrity, establish controls and procedures designed to eliminate the likelihood of fraud and to receive, investigate, report and recommend a remedial course of action in respect to suspected or voiced concerns of fraud or fraudulent behavior.
The Covered Persons shall lead by example in complying with the Company’s rules and regulations.
The Company shall notify employees of the opportunity and procedures for anonymously reporting wrongdoings and dishonest behavior through whistleblower policy.
The Company shall identify and assess the importance and possibility of fraud risk at entity level, in each business department level and at all significant accounts levels.
The Company shall establish procedures to reduce the potential occurrence of fraud through protective approval, authorization and audit checks, segregation of duties, periodic compliance reviews and four-eyes principal. For those risk areas of fraud occurrence, such as inaccurate financial reporting, exceed authorization limitation and information system and technology area, the Company shall establish necessary internal control activities.
