1.1. This code of ethics and business conduct (“the Code”) of Unit4 applies to all employees and contractors (“the Employees”) of Unit4 N.V. and its subsidiaries (“Unit4”). The purpose of the Code is to promote:
•honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
•full, fair, accurate, timely and understandable external and internal communication;
•compliance with applicable governmental rules and regulations and internal Unit4 rules and regulations;
•prompt internal reporting of Code violations to the appropriate persons identified in the Code, and
•accountability for adherence to the Code.
1.2. Different Employees have different duties with respect to this code. Employees are responsible for reflecting on this Code with respect to their individual situations and current duties, adhering to this Code while conducting their official duties.
1.3. Because of the importance of this Code, violations of it constitute grounds for disciplinary action, including dismissal. Violations include, but are not limited to, withholding of information concerning unethical conduct and failure by managers to see that employees and contractors under their management are briefed on the Code.
2.1. Each Employee shall act and perform its duties ethically and honestly. Honest conduct refers to conduct that is free from fraud or deception. Ethical conduct refers to conduct that conforms to accepted professional standards of conduct, including the unbiased handling of actual or apparent conflicts of interest between personal and professional relationships.
2.2. A conflict of interest occurs when the private interest of an Employee interferes, or appears to interfere, in any way with the interests of Unit4. Conflicts of interest can arise when an Employee takes an action or has an interest that may make it difficult for the Employee to render objective decisions on behalf of Unit4 or to perform the Employee’s duties effectively. Conflicts of interest also arise when an Employee, or a member of the Employee’s family, receives improper personal benefits, including loans or guarantees of obligations or acquisitions of interest in transactions involving Unit4 or its clients or suppliers, as a result of the associate’s position with Unit4.
2.3. Conflicts of interests are generally prohibited as a matter of Unit4’s corporate policy, unless they have been approved by Unit4. Any Employee who becomes aware of an actual or potential conflict, or who has a question about whether a conflict exists, should bring it to the attention of the Unit4’s board of directors (“the Board of Directors”) and Unit4’s Manager Legal Department (“the Manager Legal Department”).
3.1. Each Employee shall use his or her best efforts to ensure that any external and internal communication in the performance of his or her duties is full, fair, accurate, timely and understandable.
3.2. No Employee, apart from those who are employed to do so, should make comments to the media about any aspect of Unit4 unless they have been given express permission by the Board of Directors or the Manager Legal Department to do so.
3.3. An Employee shall not knowingly:
• make, or permit or direct another to make, materially false or misleading communications regarding Unit4.
• fail to correct materially false and misleading communications regarding Unit4;
• sign, or permit another to sign, a document containing materially false and misleading information; or
• materially falsely respond, or fail to respond, to specific external or internal enquiries.
Consistent with Unit4’s policy to comply with all applicable laws, rules and regulations, it is the personal responsibility of each Employee to adhere to the standards and restrictions imposed by those laws, rules and regulations.
Each Employee shall take all appropriate actions to stop any known violation of the Code by any other Employee of Unit4. To that end, in addition to the reporting meant under
2.3 of this Code, Employees are encouraged to use Unit4’s whistleblower procedures to report breaches of the Code.
The principles and responsibilities set forth in the Code are important to Unit4 and must be taken seriously. Each Employee has a duty to ensure that his or her actions adhere o the requirements of the Code.
7. CHANGES / WAIVERS
As a result of Unit4’s commitment to keep its policies and procedures current, the Code may be modified from time to time. Any amendments or a waiver of any provision of the Code must be approved in writing by the Board of Directors and promptly disclosed, pursuant to applicable law and regulation.
The Code sets forth the fundamental principles and policies that are covering the Employees with respect to their conduct of Unit4’s affairs. It is not intended to, and does not, create any rights for any associate, customer, supplier, competitor, stockholder, or any other person or entity. The Code is intended solely for the internal use by Unit4 and does not in any way constitute an admission, by or on behalf of Unit4, as to any fact, circumstance, or legal conclusion.