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Code of Business Conduct and Ethics

by Ismat Levin, EVP General Counsel at Synamedia


This Code of Business Conduct and Ethics (the “Code”) has been adopted by our Board of Directors (“Board”) and summarises the standards that must guide our business actions and operations. The Code does not cover every issue that may arise, but it sets out basic principles and ethical standards to guide all employees, directors and officers of Synamedia Holdings Limited and its affiliated companies (“Synamedia”) to foster a culture of honesty and accountability. We expect all employees to maintain high standards of behaviour and seek to avoid even the appearance of improper behaviour both at work and whilst representing us.

The way we do business influences how Synamedia is viewed by our customers, partners, suppliers and also how we view ourselves and this should be at the heart of everything we do.

The Code should also be provided to and followed by Synamedia’s agents and representatives, including consultants and contractors and third parties working with Synamedia. Third parties such as partners and suppliers should also adhere to the standards of behaviour and policies and procedures set out in the Code.

One of Synamedia’s most valuable assets is our reputation for integrity, professionalism and fairness. We should all recognise that our actions are the foundation of our reputation and adhering to this Code and applicable law is imperative. You are under a duty to comply with the standards of behaviour and performance required by Synamedia and to behave in a reasonable manner at all times, incorporating the best practices as set out in this Code.

If a law conflicts with any part of this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your manager how to best handle the situation.

  1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which Synamedia’s ethical standards are built. All employees and those who work for us must respect and fully comply with the applicable laws of the territories in which Synamedia operates. Although not all members of staff are expected to know the details of these laws, it is important to know enough to determine when to seek advice from managers or other appropriate personnel.

If requested, Synamedia may provide information and training sessions to promote compliance with laws, rules and regulations.

  1. Conflicts of Interest

A “conflict of interest” exists when a person’s private interest interferes, or appears to interfere, in any way with the interests of Synamedia. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform their duties objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of their family, receives improper personal benefits as a result of their position in Synamedia. Loans to, or guarantees of obligations for employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for a Synamedia employee to work simultaneously for a competitor, customer or supplier.

You are not allowed to work for a competitor, customer or supplier as a consultant or board member whilst employed by Synamedia or whilst subject to any post-termination restrictions. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf in the proper performance of your duties. Conflicts of interest are prohibited as a matter of Synamedia policy, except under guidelines approved by the Board. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or Synamedia’s Legal Department. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a manager or other appropriate personnel or consult the procedures described in Section 14 of this Code.

  1. Corporate Opportunities

Employees, officers and directors are prohibited from taking personal advantage of opportunities that are discovered through the use or knowledge of Synamedia property, information or position without the consent of the Board.  No employee, officer or director may use Synamedia property, information, or position for improper personal gain or divert business opportunities away from Synamedia. No employee, officer or director may compete with Synamedia directly or indirectly. Employees, officers and directors owe a duty to Synamedia to advance its legitimate interests when opportunities arise to do so.

  1. Competition and Fair Dealing

Synamedia seeks to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies or organisations is prohibited. Each employee, officer and director should endeavour to respect the rights of and deal fairly with Synamedia’s customers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, bribery, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers or others. No gift or entertainment should ever be offered, given, provided or accepted by any Synamedia employee (which for these purposes includes family or other persons acting on your behalf) unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive or lavish in value or appearance, (4) cannot be construed as a bribe or payoff (5) is given in Synamedia’s name and not in your own name, (6) is given openly and not secretly and (7) does not violate any laws or regulations.

Please discuss with your manager or Synamedia’s General Counsel any gifts or proposed gifts which you are not certain are appropriate.

  1. Discrimination, Harassment and Bullying

The diversity of Synamedia’s employees is a tremendous asset and we aim to ensure that all staff are treated, and treat others, with dignity and respect.

Synamedia is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any discrimination or harassment of any kind. Furthermore Synamedia is against the use of any child labour.

We embrace diversity, actively encourage inclusion and want to create an environment that fosters each member of staff’s individuality in the interests of Synamedia.

Examples of discrimination include derogatory comments based on racial or ethnic characteristic.

What is Harassment?

Harassment is any unwanted conduct that has the purpose or effect of violating a person’s dignity or creating an intimidating, hostile, degrading, humiliating or offensive environment for that person. A single incident can amount to harassment. A person may be harassed even if they were not the intended “target”. Harassment also includes treating someone less favourably because they have submitted or refused to submit to such behaviour in the past.

Examples of harassment include, but are not limited to:

  • unwanted physical conduct including touching, pinching, pushing and grabbing;
  • unwelcome sexual advances or suggestive behaviour;
  • offensive e-mails, text messages or social media content or the display of offensive materials;
  • unwanted jokes, banter, mocking, mimicking or belittling a person.

What is Bullying?

Bullying is offensive, intimidating, malicious or insulting behaviour, an abuse or misuse of power through means that undermine, humiliate, denigrate or injure the recipient. Bullying can include the use of personal strength or the power to coerce through fear or intimidation, not necessarily from someone in a position of authority.

Bullying may be physical, verbal or non-verbal. It can include conduct that is not face-to-face, including via text message, email and social media.

Examples of bullying include:

–  physical or psychological threats;

– overbearing and intimidating levels of supervision;

– inappropriate e-mails, text messages or social media posts;

– inappropriate derogatory remarks about a person or their performance.

Child Labour

Synamedia does not tolerate the use of any form of child labour in its business operations and supply chain and suppliers are expected to uphold our values.

This key principle is set out in the Supplier Code of Conduct with which all Synamedia suppliers are expected to comply. It is the responsibility of Synamedia suppliers to ensure that their organisation is made aware of the values as set out.

Any concerns relating to child labour should be reported on the Synamedia Integrity Email in accordance  with Section 17 of this Code.

  1. Health and Safety and the environment

Synamedia strives to provide each member of staff with a safe and healthy work environment. Each employee, officer and director has responsibility for maintaining a safe and healthy workplace for all staff and visitors to our premises by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Synamedia is committed to conducting its business in compliance with all applicable environmental laws and regulations. Managing the impact of our supply chain and operations on the environment is important to Synamedia and we are committed to working towards a more sustainable business model and reducing our environmental footprint.

Violence and threatening behaviour are not permitted. All who work for Synamedia should report to work in a fit and able condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs or being under the influence in the workplace will not be tolerated.

  1. Record-Keeping

Synamedia requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, if you are required to submit time sheets to Synamedia only the true and actual number of hours worked should be reported.  Many employees, officers and directors regularly use business expense accounts or claim business expenses. Expenses or business accounts must be used with care and in accordance with the spirit of this Code, any applicable local rules and any other Synamedia policies relating to expenses.  All such expenditure must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your manager or your finance controller.

All of Synamedia’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Synamedia’s transactions and must conform both to applicable legal requirements and to Synamedia’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications may become public in the event of litigation, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. Anything that is written down is also potentially disclosable in litigation. This applies equally to internal e-mail, online messages, internal memos, and formal reports. Records should always be retained or destroyed according to the Synamedia’s record retention policies and in accordance with relevant data privacy laws. In accordance with those policies, in the event of litigation or governmental investigation please consult Synamedia’s Legal Department.

  1. Confidential Information

Employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by Synamedia or its customers, except when disclosure is authorized by the Legal Department or required by laws or regulations.

Confidential information means all non-public information that might be of use to competitors, or harmful to Synamedia or its customers, if disclosed. Confidential information also includes, without limitation, personal data, 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 Synamedia policy. It could also be illegal and result in civil or even criminal penalties. We must also protect confidential information that suppliers and customers have entrusted to us. All non-public information about Synamedia should be considered confidential information.

Unauthorised use or distribution of confidential information violates Synamedia policy and could be illegal. Such use or distribution could result in negative consequences for both Synamedia and the individuals involved, including potential legal and disciplinary actions. We respect the property rights of other companies and their confidential information and require our employees, officers and directors to observe such rights. The obligation to preserve confidential information continues even after employment or engagement ends. In connection with this obligation, every member of staff should have agreed to an obligation of confidentiality when they began their employment or engagement with Synamedia.

To use confidential information for personal financial benefit is unethical and may lead to criminal prosecution.

  1. Protection and Proper Use of Synamedia Assets

All employees, officers and directors should endeavour to protect Synamedia’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on Synamedia’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation in accordance with Section 14 of this Code. Synamedia equipment should not be used for non-Synamedia business, though incidental personal use may be permitted.

The obligation of employees to protect Synamedia’s assets includes its Confidential information.

  1. Social Media

When authorised by and using social media on behalf of Synamedia all employees, officers and directors are expected to comply with applicable laws and government guidance applicable to social media. When using social media (for example blogs, wikis, user generated video and audio, social networks or any form of online publishing) care must be taken to ensure that Synamedia confidential information is not disclosed.

All social media queries should be addressed to the General Counsel.

  1. Payments to Government Personnel

There are several laws around the world that specifically prohibit offering or giving anything of value to government officials including their relatives to influence or to secure an improper advantage. This includes traditional gifts, as well as other gifts such as meals, travel tickets and accommodations and or contributions to charities or other political causes.

These include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. In addition, the U.S. also has strict rules that restrict the receiving and giving of gifts to a U.S. government official and it should be noted that state and local government officials in the U.S. are also subject to similar legal restrictions.

It is strictly prohibited to make illegal payments (sometimes called “facilitation payments”) to government officials of any country.

  1. Personal Information and Privacy

 Synamedia is obliged to comply with laws applicable to personal information and data privacy  giving you,  our customers, suppliers and partners confidence in the way we handle personal information. Synamedia employees who handle personal data should only access, collect and use personal data to the extent that is lawful and necessary to achieve an approved business purpose.

As a general rule, collecting, storing, processing and other use of personal data require the consent of the person concerned, a contractual arrangement or on some other legal basis. For the purposes of applicable laws the “processing of personal data” is given a very broad interpretation. We protect the personal data of current and former employees, customers, suppliers and other affected parties. We collect, gather, process, use and store personal data strictly in accordance with legal provisions. We expect all employees, officers, consultants, agents and directors who process personal data on our behalf to comply with rules relating to data privacy.

The sharing of any personal data must be approved by Synamedia and then only in accordance with Synamedia policies.

  1. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors may be made only by the Board of Directors.

  1. Reporting any Illegal or Unethical Behaviour

Employees are encouraged to talk to managers or other appropriate personnel about observed illegal or unethical behaviour within Synamedia. It is the policy of Synamedia not to allow retaliation against members of staff who raise concerns in good faith. All members of staff are expected to cooperate in internal investigations of misconduct.

You may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind using the Synamedia Integrity Email as detailed below.

  1. Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

  • Make sure you have all the To reach the right solutions, we must be as fully informed as possible.
  • Ask yourself “What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with and the alternative solutions that you have available.
  • Use your judgment and common sense; if something seems unethical or improper, it probably is. Clarify your responsibility and role. In most situations, there is shared respo Are your colleagues aware of the issue? It may help to get others involved and discuss the issue with your manager. This is the basic guidance for all situations.

In many cases, your manager will be more knowledgeable about the issue, and will appreciate being brought into the decision-making process. Remember that it is your manager’s responsibility to help solve problems. Seek help from Synamedia resources.

In the rare case where it may not be appropriate to discuss an issue with your manager or where you do not feel comfortable approaching your manager with your question, discuss it locally with your office manager or the General Counsel.

You may report ethical violations in confidence and without fear of retaliation using the Synamedia Integrity Email as detailed below.

If your situation requires that your identity be kept secret, your anonymity will be protected. Synamedia does not permit retaliation of any kind against employees for good faith reports of ethical violations. Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

  1. Non-Compliance with the Code?

It is the responsibility of all employees to know, understand, and comply with the Code, subject to applicable law. Each new and current Synamedia employee will be required to certify annually that they have read, understood and will comply with the Code.

A failure by an employee to comply with the Code may result in disciplinary action, including termination of employment and in certain instances, referral to appropriate authorities.

For example, disciplinary action may be taken against any of the following persons:

  • any employee who violates the Code or applicable law, or who directs others to do so;
  • any employee who deliberately withholds relevant information, or knowingly provides false information, concerning a violation of the Code or applicable law;
  • any employee who retaliates, directly or indirectly, against another employee for reporting or investigating a suspected violation of the Code or applicable law.

Synamedia’s agents and representatives, including consultants and contractors are expected to conduct themselves in accordance with this Code and any failure to comply may result in a termination of services being provided to Synamedia.

If you are in a situation which you believe may violate or lead to a violation of this Code, please follow the guidelines described in Section 14 of this Code.

  1. What is the Synamedia Integrity Email?

The Synamedia Integrity Email is an email service that can be used anonymously to raise questions relating to or report suspected breaches of the Code. The Synamedia Integrity Email allows you to report incidents anonymously to Synamedia’s General Counsel for investigation.

Synamedia Integrity Email: [email protected]

You can set up an email address under an alias with any email provider to protect your identity.


Ismat Levin

EVP & General Counsel


6 March  2024


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