1.0 Introduction

The General Business Principles of Unit4 (Unit4 N.V., established in The Netherlands, and its subsidiaries) set out guiding principles on integrity and ethics in business conduct. They govern Unit4’s business decisions and actions throughout its organization and apply equally to corporate actions and to the behavior of individual employees in conducting Unit4’s business. They are subject to applicable laws. The General Business Principles are not all-encompassing, but formulate minimum requirements of behavior.They leave country management free to specify further local rules of business conduct.

As part of the General Business Principles Unit4 has drawn up a Code of Ethics and Business Conduct that applies to all employees. In addition, internal house rules including e.g. the existing whistleblower order apply.

The General Business Principles, which have been adopted by the Managing Board and approved by the Supervisory Board, are reviewed on a regular basis and revised if necessary.

 

2.0 General commitment

Unit4’s mission is to improve the quality of business processes through the development of client-orientated software together with the timely delivery of additional services. Unit4 aspires to be a successful provider of software in certain niche markets like (local) government, financial services and healthcare.

Unit4 wishes to be a responsible partner in society, acting with integrity towards its shareholders, customers, employees, suppliers and business partners, competitors, governments, resellers, and others who can be affected by its activities.

Unit4 duly observes the applicable rules of the law and regulations of the countries in which it operates.

2.1. Human rights

With due regard to the Universal Declaration of Human Rights, which states that all parties in society, including corporate entities, have a duty to respect and safeguard human rights, and within the framework of the legitimate role of business, Unit4 supports and respects human rights and strives to ensure that its activities do not make it an accessory to infringements of human rights.

2.2. Free market competition

Unit4 supports the principle of free market competition as a basis for conducting its business and observes applicable competition laws and regulations.

2.3. Embargo

Unit4 undertakes not to deliver to a country that is under an official UN or EU embargo.

2.4. Product safety

Unit4 aims, at all times, to supply safe products and services.

2.5. Privacy

The privacy of personally identifiable information about customers, employees, business partners and other individuals will be protected in line with the current privacy regulations.

2.6. Environmental protection

Unit4 will do all that is reasonable and practicable to minimize any adverse effects of its activities on the environment.

 

3.0 Commitment towards customers

Unit4 is driven to improve the quality of business processes. Its goal is to deliver software that is client-orientated. To this end, the Unit4 seeks to maintain an ongoing dialogue with its customers. Unit4 will always deal with its customers in a fair and honest manner.

 

4.0 Commitment towards shareholders

It is of great importance to Unit4 to conduct its operations in accordance with the standards of accepted principles of good corporate governance. Unit4 aims to achieve a satisfactory return on equity, with the intention of maintaining a sustainable dividend payment to shareholders, while at the same time retaining sufficient funds to generate profitable growth. Unit4 attaches great value to its relations with its shareholders and the financial markets and provides timely, regular and reliable information on its activities, structure, financial position and performance.

 

5.0 Commitment towards employees

Unit4 values its employees as a key resource. An atmosphere of good employee communication, involvement and responsibility is of central importance, and an employee’s personal development and optimum use of talents is encouraged.

5.1 Right to organize

Unit4 recognizes and respects the freedom of employees to choose whether or not to establish, or to associate with, any organization. Unit4 respects – within the framework of (local) law, regulations and prevailing labor relations and employment practices – the right of its employees to be represented by labor unions and other employee organizations.

5.2 Health and safety

Unit4 will do all that is reasonable and practicable to protect the health and safety of its employees.

5.3 Equal and fair treatment

Every employee has equal opportunities and will be treated equally in employment and occupation regardless of personal background, race, gender, nationality, age, sexual preference, disability or religious belief. The same applies to the recruitment of employees. Unit strives to offer equal pay for equal work performed at equal levels at similar locations. No form of harassment or discrimination will be tolerated.

5.4 Wages and payment

Remuneration and working hours shall comply with local labor laws and shall at least be in line with prevailing industry norms.

 

6.0 Commitment towards suppliers and business partners

Unit4 pursues mutually beneficial relationships with its suppliers and business partners. It seeks to do business with suppliers and business partners who are committed to act fairly and with integrity towards their stakeholders and who observe the applicable laws of the countries in which they operate.

 

7.0 Assets and information

7.1 Use and protection of assets

Each employee is responsible for the proper use, protection and conservation of Unit4’s assets and resources as well as confidential information disclosed to Unit4 by its business partners. Unit4’s assets and resources, as well as any opportunities arising by virtue of one’s position, are to be used solely to pursue and achieve Unit4’s goals and not for personal benefit.

7.2 Improper disclosure

Unit4 regards information for the purpose of its business as a corporate asset that must be protected against loss, infringement and improper use and disclosure. Unit4 is committed not to make use of information disclosed to it by a third party if it is suspected that the discloser thereby violates an obligation of confidentiality, unless the information:

a) is generally available to the public other than as a result of disclosure by Unit4;

b) has been developed independently by Unit4; or

c) becomes available to Unit4 either on a non-confidential basis from a third party who is not bound by any confidentiality obligations or by operation of law.

7.3 Insider trading

All employees shall comply with Unit4’s insider trading rules (currently laid down in the Unit4 Regulation governing the ownership of, and transactions in, securities). This means that non-public information which might influence the market price of Unit4 shares shall be kept in strict confidence until publicly released by authorized management. Furthermore, employees who have sensitive information which could influence the price of Unit4 shares and related rights, must refrain from directly or indirectly executing transactions in Unit4 shares and related rights.

 

8.0 Business integrity

8.1 Bribery.

Unit4 insists on honesty, integrity and fairness in all aspects of its business. Bribes in any form are unacceptable; commission payments and personal gifts or favors may only be made or accepted in strict accordance with internal regulations.

8.2. Records of transactions

Unit4 strives to comply with the highest levels of transparency and accountability. Records of transactions should be maintained in an accurate, complete and timely manner in accordance with Unit4 accounting principles. No unrecorded funds or assets should be established or maintained.

 

9.0 Observance of the General Business Principles

9.1 Sanctions

All Unit4 employees must comply with these General Business Principles. Violation may lead to disciplinary action, including dismissal, notwithstanding any further civil or criminal action that may be taken. An employee, who is accused of having violated the General Business Principles, has the right to be heard by his/her employer.

9.2 Whistleblower policy

Via the existing whistleblower order employees may submit complaints and report violations of these General Business Principles on an anonymous basis without fear of the complaints leading to disciplinary action.

9.3 Compliance

Compliance with the General Business Principles is monitored by the Compliance Officer under the supervision of the Supervisory Board. Compliance processes and procedures are audited by Unit4’s Corporate Finance Department.