Code of Conduct

Glow Energy PLC and its affiliated companies (hereinafter collectively referred to as “GLOW Group”) is committed to conducting its activities and operations in full compliance with laws/regulations of the countries in which we operate. This includes conforming to locally accepted standards of good corporate citizenship, complying with ethical principles as occasionally announced within GLOW Group, and ensuring that interests of its Shareholders are best served and the investments they make are realized.

GLOW Group’s activities and operations shall be carried out in strict compliance with all applicable laws, and relevant rules and regulations of the countries in which GLOW Group operates, and in line with GLOW Group “Anti-Bribery Policy”.
In each of its decisions regarding its activities and operations, GLOW Group shall respect the environment (both our natural and human environment), and take into account the direct and indirect impact of its activities and operations on the environment in order for GLOW Group to conduct itself as a business leader responsible for our shared environment for the sustainable development of its business. Under this environmental and social responsibility, GLOW Group shall be committed to its “Environmental Policy” in order to encourage concern and respect within its Employees for the natural and human environment.
Employees shall ensure that GLOW Group deals in all fairness with its customers, suppliers, contractors, competitors and any stakeholders in order to conduct its activities and operations. In its relations with government authorities, customers and suppliers, GLOW Group shall not, directly or indirectly, engage in bribery, kickbacks, payoffs, or other activities which is possible to be construed as corrupt business practices.
The use, directly or indirectly, of GLOW Group funds for political contributions to any organization or to any candidate for public office shall be strictly prohibited, where such contributions are forbidden by applicable laws/regulations. Where such contributions are lawful and organized within a legal framework, they shall be kept at a minimum, shall be made in a fair and prudent way avoiding any partisan or one-sided attitudes, shall not be made to organizations or candidates holding extremist views, and shall be approved by CEO.
Sales and marketing agents, representatives and consultants shall be retained and paid only if they operate independently from GLOW Group, and in conformity with applicable laws/regulations. All legally binding contracts, agreements, commitments or engagements shall be made in writing. Compensation shall be comparable to that paid to similar agents for similar work, and shall be in accordance with the applicable detailed policy.
GLOW Group funds and assets shall be utilized solely for lawful and proper business purposes. Transfer or expenditure of such funds or assets shall be undertaken only if the stated purpose is in fact the actual purpose. The transfer or expenditure of such funds and assets shall be authorized in writing in accordance with established policies/procedures. No false or artificial entries shall be made in GLOW Group books and records for any reason, and all financial transactions shall be accurately and properly accounted for in those books and records.
Employees shall not take advantage of, commercialize, or exploit any of GLOW Group’s information or property or their position within GLOW Group for the purpose of inappropriate personal gains or opportunities.
In principle, Employees shall not offer/accept gifts or hospitality in connection with, or because of, GLOW Group’s activities and operations. Nevertheless, in accordance with “Gifts and Hospitality Procedure” courtesy considerations are permitted to lead to their acceptance, and such gifts or hospitality shall be limited in number and associated with local occasions which justify them according to local customs. Employees shall not offer/accept cash from any GLOW Group customer, supplier or business associate, and only offering/accepting gifts or hospitality of a reasonable amount shall be permitted. Employees shall be permitted to offer/accept gifts or hospitality, only if such gifts or hospitality have no influence on their decision making, and are not illegal under applicable laws/regulations.
Directors or Employees shall avoid conflict of interest situations between their direct or indirect personal interests (including their family members and friends) and the interests of GLOW Group, where such conflict of interests have the potential to undermine objective and independent decision-making of Directors or Employees. Typical conflict situations include providing services to (whether as an Employee or otherwise), or owning shares or stock options in business entities which are competitors, customers, suppliers of GLOW Group (Exception: Minor shareholdings of less than 1% in listed companies are not considered to be conflict of interest situation) (for further detailed guidelines on this topic, please refer to “Conflict of Interest Prevention Policy”).
GLOW Group Employees shall not accept shares or stock options of any related companies, other than GLOW Group.
Employees shall notify their Direct Superior of any actual or potential conflict of interest situation, and obtain a written ruling as to their individual case (which, in the case of Directors or EVPs are permitted to only be given by the Board of Directors or one of its committees, and shall also be disclosed to Shareholders), in accordance with the process described in GLOW Group “Conflict of Interest Prevention Policy”.
Employees shall not buy or sell shares or other securities of a business undertaking, or give advice on such buying or selling, if he/she has access by reason of his/her professional activities with GLOW Group, to any non-public information about that business undertaking (whether a part of the GLOW Group or not). Trading by Directors or Employees of GLOW Group shares or stock options shall be subject to “Insider Trading Policy”.
All Employees shall be treated fairly and equally in terms of accountability, rights, remuneration and labor practices, and in compliance with the labor laws/regulations. All benefits provided to GLOW Group Employees in addition to their standard remuneration (salary and bonus) shall be awarded in full compliance with corporate guidelines and laws/regulations (including tax regulations), and shall remain in line with local practice.
GLOW Group shall respect the privacy of data relating to individual persons (whether Employees or third parties) that it holds or handles as part of its information processing activities or otherwise, and shall support and respect, within its sphere of influence, the protection of international human rights set out in the United Nations Universal Declaration of Human Rights.
Employees shall maintain the confidentiality of GLOW Group’s all corporate non-public information that is made available to them. GLOW Group shall recognize Intellectual Property Rights and other proprietary information as a central Shareholder value. GLOW Group shall take every appropriate action to preserve and enhance its Intellectual Property, and shall respect the Intellectual Property Rights of others.
All Directors and Employees in GLOW Group shall strictly comply with this “Code of Conduct” accordingly, and shall be responsible for the continued enforcement of, and compliance with, this “Code of Conduct”, including necessary communication and training, in order to ensure their knowledge and compliance. Non-compliance with this “Code of Conduct” shall result in disciplinary measures.
Any Employee facing difficulties in understanding or application of this “Code of Conduct” shall consult with their Direct Superior. Any reports of violations of this “Code of Conduct” by an Employee to his/her Direct Superior, or directly to GLOW Group Ethics Officer, shall be treated seriously and confidentially, provided that they are made in good faith and properly documented. GLOW Group shall not take any retaliatory action against Employees or Directors who make such reporting in aiming to comply with this “Code of Conduct”.
This “Code of Conduct” shall be treated as a part of GLOW Group’s rules and regulations, and all Directors and Employees shall strictly comply with it accordingly.
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Last Updated : 13/Aug/2019