MESI ltd. Code of ethics
I. INTRODUCTORY PROVISION
1. Article 1 (Subject matter)
This Code of Ethics (the “Code”) sets out principles, values, standards and rules of ethical conduct based, inter alia, on good business practice and commitment and responsibility to the employer, employees, shareholders, business partners, and the social environment. Operating within the framework of high ethical standards, the law and other Company regulations is the responsibility of, and a requirement for, all Company employees.
As a basic guiding principle, all Company employees must consistently act in accordance with the highest ethical standards and the principles of honesty, loyalty, and professionalism, and strictly comply with the regulations and guidelines applicable to the Company’s business.
The Code is published on the Company’s website at https://www.mesimedical.com/. All business partners must acquaint themselves with and adhere to the Code in their dealings with the Company.
II. GENERAL PROVISIONS
2. Article 2 (Core principles)
The Company’s core ethical principles are, above all, respect, cooperation, excellence, and management integrity, both in relations between employees and in external relations. Compliance with the core principles helps the Company to realise its vision, achieve its planned business results and safeguard its reputation, and thereby contribute to the development of the wider social environment in which it operates.
3. Article 3 (Respect)
Human rights, international principles, laws, ethical behaviour towards people and the social environment, and equal opportunities must be respected and observed at all times.
Any discrimination against employees is prohibited. Employees must be treated equally irrespective of their nationality, racial or ethnic origin, national or social origin, sex, skin colour, medical condition, disability, religion or belief, age, sexual orientation, marital status, trade union membership, financial situation, or other personal circumstances.
The dignity, personal integrity and privacy of individuals must be respected.
Freedom of speech and expression must likewise be respected. Accordingly, there must be open communication between employees, regardless of their educational background or management position.
All forms of unfair and illegal labour practices are prohibited.
All forms of workplace harassment and mistreatment are prohibited. A working environment must be maintained in which no person is subjected to psychological pressure or sexual or any other form of harassment or mistreatment. Every individual has a duty to refrain from any improper conduct that might threaten the dignity of another. In the event of any inappropriate conduct by an employee, the employee’s supervisor must be informed immediately. In the event of any inappropriate conduct by a supervisor, the HR manager must be informed.
A safe and healthy working environment must be maintained in which employees are not exposed to health risks. Measures must regularly be carried out to eliminate and reduce potential risks to health and accidents. Employees must comply with regulations and attend regular training on occupational health and safety and must inform their supervisors of any deficiencies or hazards in the work environment. Employees must protect their own life and health as well as the life and health of others while performing work. Work equipment and safety devices and equipment must be used in accordance with their intended urpose and the employer’s instructions and must be maintained in good working order.
Employees are prohibited from performing work or being present at the workplace under the influence of alcohol, drugs or other illegal substances. Smoking is prohibited at all Company premises.
4. Article 4 (Cooperation)
Cooperation based on mutual respect and consideration of different opinions is encouraged.
Relationships focused on providing correct and objective information and sharing know-how and ethical practices must be cultivated, including with a view to bringing greater benefit to employees, clients, and other users of the Company’s services. All applicable regulations must be complied with, and transparent cooperation and documentation must be maintained in the development, sale, and promotion of the company’s services.
Comprehensive and transparent reporting on the Company’s performance and the provision of complete, truthful, timely and relevant information to regulators, shareholders, investors, and the general public must be ensured. All reports and financial and business information must be prepared and published in accordance with regulatory requirements and international reporting standards.
The best interests of the Company’s business partners, clients, customers and other users of the Company’s services must be taken into consideration in all business operations, reporting and conduct.
5. Article 5 (Excellence)
The efficiency, quality and safety of the Company’s services must be ensured. A system of reporting and collecting information on deficiencies and improvements enabling immediate action is encouraged.
Only persons authorised to represent the Company to the public may communicate with the media on behalf of the Company.
All information that comes to the knowledge of employees in the course of their work constitutes Company property and a trade secret and must continue to be protected by employees after the termination of their employment with the Company, regardless of the reason for termination. Any unauthorised disclosure or processing of personal data, confidential or classified information or trade secrets is prohibited. All rules and procedures for the protection and security of such information must be observed. All confidential information and intellectual property of business partners and third parties must likewise be carefully protected (MESI, Ltd. Trade Secret Protection Policy). Any breach of the above prohibition may result in labour, administrative, civil, and criminal proceedings against the Company and the individual who disclosed such information.
In the event of any doubt as to whether any information constitutes personal data, confidential or classified information or a trade secret, it must be treated as if it were information of the highest level of confidentiality and the owner of the information must be consulted.
As an integral part of business relationships, electronic communication builds the reputation and visibility of the Company and its services. Email must be used appropriately and judiciously, in a manner that does not harm the Company’s reputation. The same applies to communication on social networks.
It is prohibited to send chain letters, jokes, or other inappropriate content by email.
Unverified web links and attachments of unknown origin in messages from an unknown sender must not be opened without a supervisor’s approval.
The Company’s assets must be used with due care, for their intended purpose, rationally and in accordance with internal rules and instructions. All employees must handle the Company’s assets in a responsible manner and protect them against loss, theft, or unauthorised use. Company assets are to be used only for the Company’s purposes and may be used for private purposes only on an exceptional basis and to the agreed extent.
Any conduct by an employee that, given the nature of their work, would result in property damage or moral damage or is likely to harm the business interests and reputation of the Company is prohibited. The overall image of the Company must also be taken into consideration in all conduct.
Care must be taken to maintain the Company’s reputation. All employees must familiarise themselves with the Company’s strategic objectives, mission, vision, and values with the aim, inter alia, of building a culture of mutual trust, respect, continuous learning, and responsible and effective work. Communication on these matters takes place through internal meetings (including regular cyclical training sessions) and via internal websites and email communications.
6. Article 6 (Management integrity)
In carrying out their duties and responsibilities, management must observe the principle of integrity and other core principles of the Company’s business.
Managers and executives must set an example by the way they work and lead and must foster a business and working environment that facilitates compliance with regulations and ethical norms. They are responsible for informing employees of their rights, obligations and duties and all relevant regulations and internal rules of the Company. In the performance of their duties and responsibilities, the Company’s management and executives must act responsibly towards the Company’s shareholders, employees, and assets.
A culture of trust, respect, cooperation and teamwork, continuous learning, and responsible and effective work must be promoted. Knowledge, skills, innovation, diligence, and ingenuity serve to support professionalism, efficiency and flexibility and make it possible to rapidly respond to market needs, keep up with progress, adapt to different workflow requirements and find flexible solutions.
Partnership and trust are the cornerstones of a respectful relationship with all employees and partners.
III. CORPORATE INTEGRITY
7. Article 7 (Prohibition of corruption and fraud)
As a basic guiding principle in the performance of their duties and assignments, all employees must act in accordance with the core ethical principles and provisions of this Code and all applicable regulations and internal rules of the Company. Any and all corrupt or fraudulent conduct is prohibited.
The Company’s employees are required to act in an ethical, professional, and compliant manner, and accordingly:
the Company takes a zero-tolerance approach to corruption, fraud and compliance, meaning
that no unethical, unprofessional or unlawful conduct by employees and business partners is
tolerated;the Company’s business opportunities, assets and information must not be exploited for
personal or economic gain or to benefit a third party;it is prohibited to promise any benefit or give any gift in order to influence the decisions of
government authorities, officials, business partners or any other person, or to accept any gift or
benefit of any kind intended to influence decisions made in the performance of work;only occasional, symbolic or promotional gifts of a small value are permitted, and entertainment
that is traditional or customary at events such as business, educational or other events or
meetings is permitted, provided that it does not exceed the primary purpose of the event;any circumstances that might give the appearance of an unlawful offer, promise or receipt of a
substantial gift or other benefit must be avoided, and no business relationship must be entered
into where there is a serious risk that our business partners might have that impression.
8. Article 8 (Conflicts of interest)
A conflict of interest exists where an individual’s personal interests interfere or are likely to interfere with their ability to make decisions with due care and objectively and to carry out their work in the best interests of the Company. This may involve an individual’s personal economic interest or the interest of their family members or other persons related to them. A conflict of interest may also arise from an individual’s involvement in business, scientific, political, or other associations.
Employees must avoid any situation where their decisions would be, or might appear to be, influenced primarily by their personal interests rather than the interests of the Company. If an employee’s personal or other circumstances are likely to influence their work and judgement, or if there is any doubt as to a potential conflict of interest, the employee must immediately inform their supervisor and, where necessary, withdraw from the decision-making process.
A conflict of interest is deemed to exist in particular in the following situations:
where an employee is the controlling owner of a competitor or business partner of the Company;
where an employee is a member of the management or supervisory bodies of a competitor or
business partner of the Company;where an employee performs any work or service for a competitor or business partner of the
Company, whether on a contractual or any other basis (and whether or not for consideration);where an employee decides on the hiring and remuneration of their immediate family members.
During their employment with the Company, employees must not, without written approval from the Company, perform any work or engage in any business, whether for their own account or for the account of others, that falls within the scope of the business carried on by the Company and that constitutes or might constitute competition for the Company.
9. Article 9 (Business partners)
Clients, customers and other business partners are continuously reviewed and risks arising from business relationships with them are effectively managed in order to prevent potential reputational damage and business losses.
Business partners are expected to:
respect human rights and maintain a working environment where individuals’ dignity and
privacy are respected;reject all forms of illegal labour;
have internal controls and risk and conflict of interest management systems in place and to be
able to notify the Company immediately of any conflict of interest that might directly or indirectly
affect the Company;comply with anti-corruption and competition laws and manage the risks of fraud and abuse.
10. Article 10 (Fair competition)
Regulations governing the protection of competition must be complied with, and any and all conduct that would prevent, restrict or distort competition is prohibited.
Any disclosure of commercially sensitive information to competitors is prohibited.
Any agreements with other undertakings regarding the pricing of competing products, any restriction of sales, technical progress or investment, the sharing of territorial or sales markets, expansion strategies, new products, general terms and conditions of sale, and the like are prohibited.
Any direct or indirect abuse of a dominant market position is prohibited.
IV. CORPORATE SOCIAL RESPONSIBILITY
11. Article 11 (Corporate social responsibility)
Corporate social responsibility is implemented by supporting a wide range of activities that promote the development of science, education and culture and help protect the natural environment. Priority must be given to long-term projects that aim to improve society as a whole and contribute to a better quality of life for as many people as possible.
Care must be taken to implement appropriate development strategies and investment projects, ensure the efficient use of energy, and protect and minimise negative impacts on the environment. This includes responsible workplace practices such as minimising and consistently separating waste, ensuring the rational use of water and all work equipment, and minimising water pollution.
Environmental regulations and sustainable development guidelines must be complied with.
12. Article 12 (Compliance officer)
The compliance officer is responsible for assessing compliance risks, including within business processes, roposing and establishing an effective system of internal controls, providing training and advice to strengthen business integrity, dealing with reports of misconduct and breaches of applicable regulations, internal rules and ethical principles, and reporting to the management on the Company’s compliance performance.
The compliance officer oversees and directs the implementation of compliance efforts and the enforcement of the provisions of this Code and the Company’s whistleblowing policy. All employees are required to work with the compliance officer and the heads of organisational units are responsible for setting up appropriate activities and ensuring compliance in their area of responsibility.
V. REPORTING MISCONDUCT
13. Article 13 (Reporting misconduct)
Any breach of this Code may constitute misconduct and may be grounds for disciplinary proceedings and/or termination of employment. Any breach of the rules on ethical conduct and business practices by the Company’s partners may result in the termination of the business relationship.
Company employees must comply with the principles, rules, and guidelines of this Code. In the event of any doubt as to whether the conduct of an employee, colleague or third party is in accordance with the Code, regulations and internal rules, advice should be sought from an immediate superior or the head of the organisational unit. If this is not possible due to the nature or circumstances of the case, advice should be sought from the compliance officer.
The compliance officer’s contact number is: +386 (0)1 629 4487, Chief Operating Officer.
Employees must refrain from carrying out any instruction or performing any agreement that is not in accordance with regulations, the Company’s internal rules and this Code and must inform the responsible persons immediately. All breaches will be investigated and dealt with in a serious manner.
The Company undertakes to handle the reporting person’s data confidentially, professionally and with professional diligence and to provide the reporting person with adequate protection against retaliation.
Self-reporting may reduce, eliminate, or even prevent the consequences of any unethical and non-compliant conduct by an employee and is therefore encouraged by the Company.
VI. FINAL PROVISIONS
14. Article 14 (Amendments)
Any amendments to this Code must be made in writing by a resolution of the CEO and are effective as of the day following the day of their publication or communication to employees in the usual manner adopted by the Company.
15. Article 15 (Effective date and application)
This Code is effective as of the day following its adoption by the CEO and its publication in the usual manner adopted by the Company for communication to employees and applies from 1 January 2023.
16. Article 16 (Contractors)
In the case of a contractual relationship not based on an employment contract, the parties to such contractual relationship are deemed to be fully aware of their duty of confidentiality under this Code if the relevant contract or other legal instrument governing the relationship between the parties contains a provision on the duty of confidentiality in respect of the Company’s trade secrets, including a reference to this Code.
