Code of Ethics

CODE OF BUSINESS CONDUCT AND ETHICS

 

Company overview

To energise and inspire people to join us in harnessing the transformational power of the IoT to build a better world

Actility is the industry leader in LPWA (Low Power Wide Area) large-scale infrastructure and the innovator behind the ThingPark IoT Solution platform. Actility ThingPark enables scalable LPWA networks and interoperable IoT applications and services. ThingPark Wireless is a core network management and supervision solution for LPWA connectivity designed from the beginning for carrier-grade solutions, and already deployed in over half the national LPWA network rollouts globally. ThingPark OS is a central IoT management service to connect sensors to applications with bidirectional interactions. ThingPark X is a data analytics and control framework which exposes data from connected things to applications and connects with cloud platforms, and also offers off the shelf IoT industrial applications. ThingPark Market is a B2B e-commerce platform aggregating, distributing and connecting IoT devices and applications to the ThingPark platform. 

Actility is a founding member of the LoRa Alliance.

 

Introduction to our Code

Actility Code of Business Conduct and Ethics (“the Code”) is the foundation of our commitment to act with integrity and in compliance with the laws and regulations that apply to our worldwide operations. It is designed to assist you in recognizing and dealing with ethical issues and guide you to the right course of action. 

While the code sets forth general guidelines of business practices and procedures. It does not purport to capture every law or policy that applies to each of us. We are responsible for knowing the laws and regulations of the jurisdictions in which we operate and for understanding the basic principles of the Code and conducting ourselves accordingly. As a global business, we are subject to the laws and regulations of all the countries in which we operate and each of us has a responsibility to know and follow the local laws that apply.

 

Compliance with Laws and Regulations

As an international company with relationships in many countries around the world, Actility is committed to maintaining high standards of business conduct in all regions in which Actility operates. You must respect and obey the laws of the cities, states and countries in which the Company operates. Violations of these laws can result in substantial fines, imprisonment and severe restrictions on the Company’s ability to do business.

 

Conflict of interest

There are several situations that could give rise to a conflict of interest. We, at Actility must avoid any relationship or activity that might represent a threat fragilizing our ability to make objective and fair decisions when performing our jobs.

We, at Actility might be faced with situations where the business actions taken on behalf of Actility could conflict with our personal or family interests.  If you become aware of an actual or potential conflict of interest, you should bring it to the attention of your supervisor and Corporate Compliance or Human Resources.

 

Gifts and Entertainments

Actility is committed to competing solely on a merit of our products and services. Everyone at Actility should avoid any situation that could create a potential view of a favourable treatment of outside entities by Actility.

Business courtesies will never be accepted if that constitute or could constitute unfair business inducements that would violate law, regulation or policies of Actility or customers or would cause a negative impact or reflect negatively Actility’s reputation.

 

The key provisions of the rules are

 

-          Cash gifts are prohibited;

-          Gifts cannot exceed USD 500,00 or comparable value in your local currency, per person, per occasion;

-          The appropriateness of giving or receiving entertainment must be approved in advance by your leadership;

-          Under no circumstances, should any gift or entertainment given or received violate this Code or applicable laws and regulations;

-          All Gifts and Entertainment to any governmental official must be pre-approved by the Legal Department.

 

Political contributions

No employee may make any political contribution of any kind in the name of the Company or by utilizing Actility funds, assets, services or facilities. Furthermore, you cannot require, not should you request, a supplier or vendor of Actility to make a political contribution of any kind a condition of doing business with the Company.

 

Corporate Opportunities 

No Employee may use Company assets, property, information or position for improper personal gain, including the gain of family members or friends.

 

Competition and Antitrust laws 

Competition and antitrust laws protect free enterprise and encourage fair and honest competition.  At Actility, we seek competitive advantages through superior performance, never through unethical and illegal practices. Stealing or illegally appropriating proprietary information or inducing disclosures by past or present employees or other companies is prohibited.

 

You are expected to comply with applicable domestic and international antitrust and competition laws.

Engaging or conspiring or agreeing to do any of the following non-exhaustive actions may be prohibited

 

-          Price fixing – competing with competitors regarding prices, terms and conditions of sale, output or production,

-          Bid rigging – agreeing with competitors regarding bids to be submitted,

-          Group boycott agreeing with competitors not to deal with vendors or distributors, other competitors or customers,

-          Territory or Customer allocation – agreeing with competitors to split territories or customers, - Bribes or kickbacks offering to pay bribes or kickbacks in an attempt to do any of the above.

 

Offer, acceptance and solicitation of gifts and invitations

We must always do our work using high standards to preserve Actility's reputation for fair and honest transactions. It is often common to offer certain favours to customers and suppliers, such as occasional gifts of modest value or invitations, such as meals or dinners. These activities must be limited and must never influence, or claim to influence, the decisions we make on behalf of our Group. We must exercise judgement in granting and receiving such benefits or gifts. Although it is difficult to define the terms "usual" or "modest" by quantifying them with a sum of money, use your common sense to determine what can be considered extravagant or excessive. If a disinterested third party suggests that this has affected our ability to discern, it means that the favor is too important. We must never request, give or accept cash or cash equivalents (such as gift certificates) when dealing with a customer, potential customer or any other business partner.

 

Exporting and Prohibited Transactions

Any activity that involves exporting commodities or transmitting technical data or software to another country may require a valid export license. An export is defined as any method of conveying products or data to foreign individuals or companies, verbally or in writing, including with respect to sales, training and consulting and product promotion.

A valid license may be needed even if a product is freely available in the United States or if technical data or software is not proprietary.

In the European Union, these regulations and their application to foreign subsidiaries vary depending on the entity involved and the type of transaction If you become aware of possible violations of applicable export control or embargo laws or have a concern regarding a particular country, individual or organization which the Company is conducting business, you should seek advice from the Legal Department.

 

Confidential and Proprietary Information

During your employment with Actility, you may obtain confidential and/or proprietary information about the Company, its customers or suppliers.

Confidential Information includes, without limitation, all non-public information, such as:

-          Financial results,

-          Prospects,

-          Agreement,

-          Price forecasts,

-          Potential corporate transactions,

-      Commercial terms and conditions.

Proprietary information, which includes know-how and other intellectual property, business, sales, marketing and service plans, designs, databases, records, salary and other compensation and benefit information, as well as any unpublished financial data and reports, must be protected from unauthorize use or disclosure. Unauthorized use or disclosure of Actility’s proprietary information may be illegal and could result in the imposition of civil or criminal penalties.

 

It is the responsibility of every Employee during and subsequent to their employment to protect and not disclose confidential information except when disclosure is authorized by the Company or legally required. You should not discuss internal Company matters or developments with anyone outside of the Company except as required in the performance of your regular duties or under applicable laws.

We must always respect and protect the information of our customers, suppliers and other Employees with the same level of care that the Company take to ensure the confidentiality of its own proprietary information.

 

Environmental, Health and Safety

Actility is dedicated to environmental protection, employee health and safety, regulatory compliance and pollution prevention through a strategy of continual improvement and teamwork.

The foundation for achieving our environmental commitment is based upon 

-          Striving for the prevention of pollution and the elimination of health and safety hazards by maintaining environmental, health and safety management as core values,

-          Providing leadership for environmental, health and safety improvement through management example and employee involvement and empowerment,

-          Developing and utilizing environmentally acceptable, safe, sustainable and efficient production methods and processes.

 

Actility ‘s Environmental Health & Safety Policy in Action

Actility is committed to complying with all applicable environmental legal requirements and protecting the environment. Employees are expected to comply with all applicable environmental legal requirements and report any incidents or conditions that might result in a violation of law and Company policy. Employees are also encouraged to support environmental programs in communities where we do business.

Actility ‘s Environmental Management System focuses on reducing our impact on the environment. The System prompts examination of our operations and related environmental impact. The System plants to improve by identifying targets to reduce our environmental impact and enhance our public profile, both globally and locally.

Our subcontractors have developed a systematic approach towards integrating green and sustainable practice in our daily operation by adopting a variety of environmentally friendly measures such as eco design, process management, carbon emission reduction, energy and resource management and supply chain management. The focus has been water treatment utilization, air production control (introduction of the ERCO), waste disposal, recycled materials.

Energy Management System ISO 5001 certification for most of the legal entities of our subcontractors have been reached back to 2015 and we may document the rate of reduction of carbon dioxide emission per unit of output by the subcontractors over the past 5 years.

Set up in 2000, the Group Plastic Resource Application Centre (PRAC) provides departments within the Group within services and support in the dyeing, modification, recycling, pelletizing of plastic.

This compliance is subject to the limitations as set out in this sheet describing the specific measures being taken by our subcontractors. In addition, our customer agree that we shall not be responsible for the failure to comply with environmental protection standards, EU RoHS Directive and other environmental protection regulations in applicable countries when such failure is caused by our customers designs, specifications and/or instructions for the products manufactured by us or our subcontractors.

We pride ourselves on maintaining safe and clean workspaces in all of our plants globally and attractive wages and benefits for all of our employees.

Actility is committed to providing a safe and healthy work environment for its employees. Each Employee has responsibility for maintaining a safe and healthy workplace for all Employees by following health and safety rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence or threatening behavior is not permitted under any circumstances in the workplace. Employees should report to work in condition to perform their duties and must be free from the influence of illegal drugs and alcohol. The use of illegal drugs or the misuse of alcohol or legally prescribed drugs in the workplace will not be tolerated.

In addition, Employees are required to adhere to all other health and safety policies including the prohibition of weapons on any of the Company’s premises.

 

Sustainability

Sustainability is widely defined as “meeting the needs of the present without compromising the ability of future generations to meet their own needs”. At Actility, this means acknowledging that our decisions about what we consume, produce and waste has environmental and social impacts on today’s society, as well as on future generations.  Actility’s sustainability initiative centers around finding better and smarter ways of doing things, while ensuring the health and vitality of our communities.

 

Risk Assessment Procedure

The purpose of risk assessment procedure is to identify potential problems before they occur so that risk-handling activities may be planned to mitigate adverse impacts on achieving objectives.

Risk assessment process is a continuous, forward-looking process that is an important part of business and technical management processes. Risk management should address issues that could endanger achievement of critical objectives. A continuous risk assessment and management approach is applied to effectively anticipate and mitigate the risks that have critical impact on the project.

It does include early and aggressive risk identification. Strong leadership across all relevant stakeholders is needed to establish an environment for the free and open disclosure and discussion of risk.

With respect to Actility’s activity, risk assessment process will mainly focus on financial risk and emphasis on implementing a proper internal control structure able to support Actility’s worldwide operations. 

Risk assessment is a crucial component of any financial planning process. A properly defined and documented process will give the greatest chance of a successful outcome. It will not guarantee the removal of any future issues but will provide comfort for both the Company and its business partners.

 

Actility ThingPark Corporate Security Policies

This document details the security policies of Actility. The policies apply to both internal IT systems and the production environment.

This document defines the different policies and the circumstances in which to apply them.

The policies provide the guiding principles and responsibilities necessary to safeguard the security of the company’s information systems. Supporting policies, codes of practice, procedures and guidelines provide further details. Actility is committed to a robust implementation of Information Security Management. It aims to ensure the appropriate confidentiality, integrity and availability of its data. The principles defined in this policy will be applied to all of the physical and electronic information assets for which the Actility is responsible. Actility is specifically committed to preserving the confidentiality, integrity and availability of documentation and data supplied by, generated by and held on behalf of third parties pursuant to the carrying out of work agreed by contract in accordance with the requirements of data security management standard ISO 27001 and recommendations from data security management standard ISO 27002. 

 

Data Privacy

Actility customer’s privacy is important to Actility. So, has been developed a Privacy Policy that covers how Actility collect, use, disclose, transfer and store your information.

 

Protection and Proper Use of Company Assets 

All Actility’s, financial, physical assets, intellectual property and confidential information, have to be secured and protected in order to preserve their value. Everyone at Actility is personally responsible for protecting, safeguarding and using our Company’s assets in an appropriate and proper manner.  

 

We all should protect Actility’s physical assets such as our office facilities, furniture, equipment and supplies, information systems and other technology assets, intellectual property rights and confidential information.

 

All employees should endeavor to protect Actility’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability.  Any suspected incident of fraud or theft should be immediately reported for investigation.  Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

 

The obligation of employees to protect Actility’s assets includes its proprietary information.  Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports.  Unauthorized use or distribution of this information would violate Company policy.  It could also be illegal and result in civil or even criminal penalties.

 

Accurate Business and Financial Records 

Our Company is subject to extensive and complex accounting and reporting requirements. Our operations must comply both with applicable accounting and financial reporting rules and regulations of the jurisdictions in which they operate, and with any international rules and regulations which may apply as a result of being part of Actility. 

We must meet our legal and tax obligations. 

 

We observe the most stringent standards in the keeping of our accounts and records. Accurate accounts and disclosures are essential to our operations and compliance with laws on accounting, taxation, filings, public disclosures and other important obligations.

 

We need to know Actility’s exact and finetuned financial situation and this on a daily, weekly, monthly, quarterly and annually basis.

Keeping our books up-to-date and accurate is the best remedy for your business’ financial health. It allows us to efficiently manage our business cash flow and deal in a proper and fair manner with our suppliers, our clients and as well to provide accurate financial data to our investors. 

 

Diversity, Equal Opportunity and Respect 

Our commitment at Actility is to support, develop and encourage the diversity and equality in our employment practices and activities. We at Actility aim to build and establish a culture without any sign of discrimination. We at Actility daily strengthen our values of diversity. Actility is greatly values diversity and enhance the variety of backgrounds, experiences, beliefs and cultures through and within our staff members and all this based on the values of fairness, dignity and respect.  

 

Waivers of the Code 

We have not granted any managers or executive committee members a waiver of any provision of our Code of Business Conduct and Ethics. 

 

The Board may grant waivers of any provisions of this Code by managers or employees of Actility in certain circumstances provided they are disclosed in compliance with applicable legislation.

 

Compliance Program Monitoring 

The Company monitors and enforces the Code and other policies affecting workplace human rights through a compliance program that includes oversight by a Compliance Committee. The Company also regularly assesses the effectiveness of its compliance programs.

 

Adoption of the Code of Business Conduct and Ethics

This Code of Business Conduct and Ethics is annexed to the rules of procedure and adopted according to the same legal procedure, in accordance with the regulations in force.