Code of Business Conduct

Code of Business Conduct – MINDSPIRE Consulting

Table of Contents

1. Letter from board of directors

2. Scope, amendments, consequences

3. Compliance with laws

3.1 Antitrust and fair competition
3.2 International trade compliance and anti-boycott
3.3 Anti-money laundering / Know your customer
3.4 Insider trading
3.5 Bribery of public officials
3.6 Commercial bribes and kickbacks
3.7 Discrimination and harrassment
3.8 Human rights, anti-trafficking, anti-slavery

4. Corporate ethics

4.1 Gifts and entertainment
4.2 Conflict of interest and corporate opportunity
4.3 Disclosure of business information, corporate communications
4.4 Health and safety working environment
4.5 Recordkeeping, record processing, records retention
4.6 Protection and use of company assets
4.7 Intellectual property and proprietary information
4.8 Social and environmental responsibility

1. Letter from board of directors

Inovivo Group is one of the leading IT and business consulting firms in Hungary. With our name INOVIVO we would like to show our dedication to innovation and active focus on core businesses of consulting and system implementation, ensuring high quality customer service and effective collaboration with our partners. Creating true business relationships is primary for us. Collaboration with our clients means a long-term, strategic partnership.

Our culture in the workplace and our success in the market rely on our values:

• wide scale of knowledge areas both in IT and business
• extensive professional experience
• constant self-development
• trust and individual responsibility
• high quality customer service
• flexibility
• effective collaboration with partners.

An ethics and compliance program determined in this Code of Business Conduct (hereinafter: Code) is a system of interrelated components, all of which work together to create a culture of integrity and to contribute to business success. This Code seeks to promote high standards of integrity and honesty within all the companies belonging to Inovivo Group (hereinafter: Inovivo or Company). Our basic principles and our commitment to act to the highest behavioral standards, are the foundation of our Code.

This Code has the aim to recognize that the individuality of our people is part of Inovivo’s success. But we continuously expect from all our people to act ethically and to comply with this document. We intend to create a fair and safe work environment, as well as healthy and effective business relationships with our clients and business partners. This document is to give you a summary of our guiding principles and give you practical guidance on individual responsibilities.

Our aspiration is to be one of the most trusted and respected companies providing high quality customer service in our market. Please read this Code carefully. I ask each of you to join me in making a personal commitment to living our values and sbiding by this Code in everything we do.

We rely on your support and thank each of you for your work you do every day.
__________________________
Homola Szabolcs István
Chairman, Board of Directors
Inovivo Group Zrt.

2. Scope, amendments, consequences

First, Inovivo must communicate what is expected of its directors and employees (including officers, free-lance employees or contract personnel and directly employed subcontractors).

This Code is part of such communication. Then, we must establish mechanisms for employees and others to communicate back to Inovivo, both in terms of reporting suspected violations and in terms of suggesting improvements to the Code. Finally, the Company must ensure timely and unbiased follow-up any concern raised through its processes. If and when penalties are imposed, they must be fair, appropriate and consistent.

We expect all of our employees and board members to know and follow the Code. We also expect our clients, contractors, consultants, and others who may be temporarily assigned to perform work or services for Inovivo to follow this Code in connection with their work for us (hereinafter: employees).

There shall be no substantive amendment or case-specific waiver of any part of the Code, except by written consent of the Board of Directors of the Company. Amendments to the Code shall be distributed promptly to all personnel. This Code includes our policies of Anti-Bribery and Anti-Corruption, Records Management, and Information Security Guidelines.

Failure to comply with the regulations of this Code, especially but not limited to red flags defined below can result in disciplinary action, including termination of employment and of any other contractual relationship with Inovivo.

3. Compliance with laws

3.1 Antitrust and fair competition

We are committed to compliance with antitrust laws applicable in all jurisdictions in which we do business. These laws prohibit formal or informal arrangements which impair competition or abuse market position. Prohibited activities include price-fixing, customer or territory allocation and similar activities done to restrict the operation of a free and open marketplace. A violation of antitrust laws can result in protracted litigation, severe fines and other penalties imposed upon the Company and implicated employees.

How to act

• Do not engage in activities which could illegally restrict competition or which give the impression that they could do so.
• Do not discuss pricing strategy with competitors.
• Do not agree with a competitor to stay away from certain customers, markets or territories.
• Do not offer a customer prices or terms more favorable than those offered to others unless justified by cost savings, the need to meet competition or a change in market conditions.
• Recognize that antitrust laws have international reach. Learn and comply with those laws that impact countries in which Inovivo does business.

Red flags

• Discussing pricing with competitors, including efforts to raise, lower or stabilize prices.
• Agreeing with competitors to control product development or availability.
• Agreeing with competitors to focus on one country (or industry) rather than others.
• Discussing accounting for transactions in a way inconsistent with accepted accounting standards.

3.2 International trade compliance and anti-boycott

All governments regulate trade through restrictions on permanent and temporary exports and imports of goods, technology, and services. Some are more restrictive than others. It is the Company’s fundamental policy that all business and other activities be conducted at all times in strict compliance with the applicable export, re-export, import and trade compliance laws of the countries and jurisdictions within which the Company conducts business. Export restrictions can apply to providing software, hardware, services and technical information to customers, potential customers and even the Company’s foreign employees.

How to act

• Consult with any members of the Board of Directors any time you are dealing with a sensitive product or technology intended for export or dealing with any product or technology intended for export to a government sanctioned country or person.
• Be familiar with government trade sanctions, ‘blacklists’ and embargoes. Although various certain regulations, such as many of those promulgated by the US, have international reach. Once again, sanctions compliance is a local level responsibility which should be addressed with the attorney responsible for your business unit.
• Be aware of transactions that be a ‘cover’ for prohibited transactions by diverting goods through various corporations or countries not subject to restrictions.

Red flags

• Any party to a transaction is on a government sanctions list (or ‘blacklist’).
• The identity of the end user or customer is vague; the location of the end use is vague.
• The customer offers to pay cash.
• Any party to a transaction suggests that you refrain from doing business within a ‘friendly’ country.

3.3 Anti-money laundering / Know your customer

Money laundering occurs when funds, obtained through criminal means, are funneled through legitimate business, thereby hiding the existence, nature or source of the illegally obtained funds. Money laundering is used to fund terrorist activities and drug trafficking, among other things.

Anti-money laundering regulation is strengthened by know your customer (“KYC”) regulation which requires verification of a customer’s identity and an assessment of the potential risks of dealing with that customer. Although primarily applicable to financial institutions, KYC principles have been adopted by many other companies to direct their due diligence on customers and intermediaries. Generally, KYC processes involve: (a) identifying and verifying the identity of customers, (b) identifying and verifying the identity of “beneficial owners” of customers, and (c) conducting ongoing monitoring to maintain and update customer information and to identify suspicious transactions.

How to act

• Know Inovivo customers and their normal business practices and history.
• Be alert of payments in cash or instruments such as bearer bonds or other unregistered securities.
• Run sanity checks. Customer information should be cross-checked against regulators’ watchlists and/or blacklists, which may contain details of unscrupulous individuals and organizations.
• After the initial due diligence process is completed, ongoing tracking and monitoring of customers’ transactions is required to watch for suspicious activities.

Red flags

• Efforts to avoid financial reporting obligations.
• Transfer of funds from areas which support ‘secret’ accounts.
• Transfer of funds from areas which the customer has not used before.
• The customer’s ownership structure is unusually complex and difficult to determine.
• The customer has masked the identity of its shareholders.
• The customer’s home jurisdiction is subject to sanctions.
• The customer’s home jurisdiction lacks effective anti-money laundering regulations or has high levels of corruption.
• The customer’s business is largely cash-based.
• You are prevented from dealing directly with the customer.

3.4 Insider trading

Several country laws make it unlawful for any person who has “material” non-public information (inside information) about a company to trade the stock or other securities of that company, including options, puts, calls, and any derivatives, or to disclose such information to others who may trade. Violation of such laws may result in civil and criminal penalties. Inovivo will not tolerate the improper use of material inside information.

‘Material’ is generally interpreted to mean that information which could influence an investor’s decision to buy or sell a security. Such information could include financial results, pricing decisions, product releases, pending litigation, contemplated acquisitions or any other significant corporate event. Information is “non-public” if it has not been broadly communicated to the investing public.

Although Inovivo is not, at this time, a publicly traded company, insider trading laws apply to other companies such as our customers about which you may have gained access to important information prior to its release to the public.

How to act

• Do not trade in a company’s securities if you are in doubt as to whether important information that you have has been disclosed to the public by press release, other official publication or a news service.
• Do not disclose any company’s inside information that was obtained in the course of your employment. The information may relate to Inovivo customers, partners or competitors or, in fact, any other public company.
• Be particularly careful not to disclose or trade on information learned through the conduct of our clients’ business. Banks, brokers, rating agencies and so forth may analyse or generate nonpublic information concerning other companies. You may not disclose or trade on this information.
• Understand that, for insider trading purposes, your trades include those of members of your household as well as persons and accounts over which you have control.

Red flags

• Buying or selling a security just before the announcement of a significant event or before the release of quarterly financials.
• Buying or selling a security based on information acquired during a due diligence process.
• Trading in a customer’s securities while in possession of confidential information obtained through its relationship with Inovivo.

3.5 Bribery of public officials

Bribery can be committed by anyone who gives or promises unlawful advantage to a public official with regard to his/her official position. The crime is committed even if there is no intent to induce the public official to breach duties, although such intent results in more severe punishment. Travels, meals, lodging, entertainment, promotional items, gifts and hospitality provided to public officials also qualify as bribe. Bribery of public officials can be penalized by up to three (3) years imprisonment. If a bribe is given to a public official in order to induce them to breach their duties, the perpetrator may be sentenced to prison time up to five (5) years. In more serious cases, imprisonment may reach even right (8) years.

In many laws (as e.g. in Hungary) facilitation payments constitute bribery of public or foreign public officials. Payments are considered facilitating if those are made in order to expedite otherwise legal proceedings, decisions, etc.

How to act

• Never make payments to local and foreign government officials in anticipation or in exchange for favorable treatment.
• Ensure that Inovivo contractors, consultants, third party representatives and other intermediaries are reputable and knowledgeable about, and in compliance with, anti-corruption laws. The actions of its agents and representatives will be attributed to Inovivo.
• Do not use funds or assets of the Company to make political contributions, and do not use facilities, materials or services of the Company for the benefit of any political organization, candidate or public official (unless explicitly permitted under relevant laws and authorized by the Chairman of the Board of Directors).

Red flags

• Using agents, representatives or other intermediaries to make or propose an illegal payment.
• Concern that facilitation payment is not allowed in Hungary and in many countries.
• A public official’s ‘friendly’ request for a material favor, such as a vacation (whether or not in connection with a business event).
• A public official’s suggestion or request that you give a job to a relative.
• A payment to the favorite charity of a government official, made at the request or suggestion of that official.

3.6 Commercial bribes and kickbacks

Bribery in the private sector is punishable in Hungary. Bribery can be committed by anyone who gives or promises unlawful advantage to a person working for or on behalf of a business organization, or to another person on account of such employee to induce them to breach their duties. Under Hungarian law the definition of what constitutes a bribe is extremely broad and covers any financial or other advantage offered (not just given). There is no limit or a nominal value expressed under which a giving or providing a gift or an advantage can be allowed. Even advantages of insignificant value (e.g. a bouquet for birthday, etc.) can qualify as bribe. The offense can be penalized by up to three (3) years imprisonment. In more serious cases, imprisonment may reach even right (8) years.

Inovivo strives to win its customers through superior performance and value and never through the improper use of payoffs or other inducements. Inovivo employees and directors are strictly prohibited from providing, attempting to provide or offering to provide funds or other assets to suppliers or customers in the form of bribes, kickbacks or other payoffs.

Likewise, Inovivo employees and directors may not under any circumstances solicit, accept or attempt to accept from any third party a bribe, kickback or other payoff in connection with a transaction entered into by the Company.
Bribes, kickbacks or payoffs include any money, fee, commission, asset, credit, gift, gratuity or compensation of any kind that is given or received, directly or indirectly, for the purpose of improperly obtaining or rewarding favorable treatment in connection with a business transaction.

How to act

• Inovivo employees should base purchasing decisions on sound business factors and should expect that our customers will do the same. This means that extraordinary favors in cash or kind are not be given or received. All business expenses, regardless of purpose and amount, are to be documented.
• Inovivo employees are reminded that conferring or receiving a gift, even of minimal value, can have the appearance of impropriety. In particular, employees responsible for procurement and any supply chain activities must be particularly sensitive to this impression and refrain from offering or accepting anything that is of more than minimal value, is not openly given or is unreasonable under the circumstances.

Red flags

• Receiving anything of value from a vendor or supplier, either directly or through an intermediary.
• Soliciting a gift or receiving such a solicitation.
• Including an ‘extra’ amount in the price charged to a customer.
• Giving or receiving cash payments in connection with business transactions.

3.7 Discrimination and harrassment

Inovivo has zero tolerance for harassment, sexual harassment, and discrimination.

Specifically, Inovivo prohibits workplace discrimination or harassment on the basis of sex (with or without sexual conduct), race, religion, national origin, ancestry, disability or any other characteristic protected by federal, state or local law (“protected characteristic”).

Inovivo prohibits this conduct, whether within our own Company, or whether it occurs in another location (such as in a customer’s office) where the employee performs work on behalf of Inovivo. Inovivo also prohibits harassment of an employee by a third party, such as a vendor or a customer.

How to act

• Understand that harassment includes verbal (including improper joking or teasing) or physical conduct that denigrates or shows hostility or aversion toward an individual because of any protected characteristic, and that: (1) has the purpose or effect of creating an intimidating, hostile or offensive working environment, as defined by law; (2) has the purpose or effect of unreasonably interfering with an individual’s work performance; or (3) otherwise adversely affects an individual’s employment opportunities.
• Sexual harassment specifically include unwelcome or unsolicited sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual nature when: submission to such conduct is made, either explicitly or implicitly, a term or condition of an individual’s employment; or submission to or rejection of such conduct by an individual is used as a basis for employment decisions affecting said individual.
• Inovivo’ prohibition of discrimination and harassment includes obstruction or interference with a protected activity, such as the complaint and investigation process.

Red flags

• A workforce that is not diverse, when the applicant pool is diverse.
• Sexual harassment may range from inappropriate sexual suggestions to coerced sexual relations, and may include: unwelcome sexual advances; requests for sexual favors; obscene gestures; visual harassment such as derogatory cartoons, posters and drawings; sexually explicit email or voicemail; and other verbal or physical conduct of a sexual nature such as uninvited touching or sexually-related comments.
• Prohibited conduct can also include joking about a person’s race, religion, disability or other protected class, vulgar or offensive conversation or jokes, commenting about an individual’s physical appearance, conversation about an individual’s own or someone else’s sex life, teasing or other conduct which can create an unprofessional and hostile working environment.
• The harasser may be the individual’s employer, supervisor, co-worker, or other third party.

3.8 Human rights, anti-trafficking, anti-slavery

As a global company, Inovivo maintains human rights as a core principle consistent with in the European Conventions on Human Rights. We expect our employees, customers and suppliers to honor and respect human rights.

Inovivo has a zero tolerance approach to human trafficking, slavery and other human rights abuses, and will not accept such conduct in our business or in the companies with which we do business. We expect our partners to share our commitment to human rights by using only voluntary labor, following all applicable wage and benefit laws, not employing under-age individuals in violation of any applicable child labor laws, and providing a work environment that is safe and healthy and free of harassment and unlawful discrimination.

How to act

• Treat all employees, and those with whom you do business, with dignity and consideration. Respect those with different backgrounds and opinions.
• If you suspect that workers with whom you come in contact are underaged or forced labor, report your suspicious to the persons listed in Part I above.

Red flags

• Customer (or other) employees do not have a passport.
• An employee works excessively long or unusual hours and is not free to come or go as he or she wishes

4. Corporate ethics

4.1 Gifts and entertainment

Inovivo is committed to competing for business solely on the value of its products and services, and prohibits the giving or receiving of anything that might influence or appear to influence business decisions made by the recipient.

No Inovivo employee shall make, promise or authorize any gift to any third party in furtherance of a present or prospective business opportunity either on the employee’s own behalf, or on behalf of Inovivo or its partners. No employee of Inovivo shall accept or receive, either or his or her own behalf, or on behalf of Inovivo or its partners, any gift connected with or arising out of the employee’s relationship with Inovivo.

How to act

• Employees are not allowed to accept gifts or entertainment from suppliers.
• Government officials are prohibited from accepting any gift or entertainment, regardless of value.
• Giving a customer a gift is impermissible even if an employee pays for it, rather than submitting the expense to the Company.
• In addition to tangible gifts, recognize that the term ‘gifts’ includes such things as meals, travel opportunities, tickets to events, invitations to conferences and so forth, and that these gifts are also subject to Inovivo guidelines and rules.

Red flags

• Soliciting or offering favors or personal discounts on services.
• Permitting consultants or other representatives to offer courtesies to others on Inovivo’ behalf.
• Offering or promising gifts, favors or courtesies to local or foreign government officials

4.2 Conflict of interest and corporate opportunity

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

It is almost always a conflict of interest for an Inovivo employee to work simultaneously for a competitor, customer or supplier. Without prior written consent from our Board of Directors, Inovivo does not permit its full-time employees to have any other job or to consult with a competitor, supplier or customer of Inovivo. Inovivo does not permit its part time employees or consultants to serve as consultants, employees or board members for a competitor. Regardless of whether remuneration is offered or contemplated, Inovivo employees must obtain prior written consent to serve as a board member of any company or other entity that is a client or supplier of Inovivo, that competes with Inovivo or that operates in the same industries as Inovivo. Inovivo employees must inform Inovivo upon agreeing to serve as a board member of any company or other entity (even if not enumerated above).
The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf in connection with your work requirements. Conflicts of interest are prohibited as a matter of Company policy, with such exceptions as may be approved, on a case by case basis, by the Board of Directors of the Company. Conflicts of interest may not always be clear-cut, so, if you have a question, you should consult with the Chairman of the Board of Directors.

A ‘corporate opportunity’ is a special category of conflict of interest whereby a Company director or employee takes for his or her own benefit an opportunity discovered through the employee’s or director’s relationship with Inovivo. Inovivo’ policy prohibits employees and directors from: (a) taking for themselves personally opportunities related to the Company’s business; (b) using the Company’s property, information, or position for personal gain; or (c) competing with the Company for business opportunities. Only if the Company’s board affirmatively determines that the Company will not pursue an opportunity that relates to its business, may an employee or director do so.

How to act

• Avoid or disclose any financial interests or personal relationships that may conflict with (or appear to conflict with) your ability to act in the best interests of the Company.
• Obtain the approval of the Board of Directors before accepting a position with an outside (commercial) company.
• Obtain the approval of the Board of Directors before pursuing an opportunity or assignment within Inovivo’ business areas.
• Notify the Board of Directors if you accept a position of responsibility with a charitable, civic or non-profit organization.
• Do not solicit employees of Inovivo, of Inovivo customers or of Inovivo vendors or subcontractors to join or work for any organization or entity of which you are a part or for which you conduct business.

Red flags

• Hiring or supervising a family member or close personal friend without disclosing the relationship to Inovivo.
• Failing to disclose that a family member works for a competitor, customer, supplier or vendor.
• Sending business to a company owned or controlled by a family member or close personal friend.
• Owning an interest in a business which does business with Inovivo or is trying to do such business.
• Bidding on a project for which Inovivo may submit a bid.

4.3 Disclosure of business information, corporate communications

During the course of their employment, Inovivo employees may learn confidential and proprietary information of the Company and/or its customers. Preservation of the secrecy of such confidential and proprietary information is of great value and importance to Inovivo.

Inovivo therefore expects that, both during employment and at all times thereafter, employees will not directly or indirectly use or disclose any such confidential or proprietary information to any third party, except: (1) with prior written approval from the Company and/or its customers, as the case may be, (2) in the case of compulsory legal process, or (3) if the information has already been made public through independent means.

It is important to Inovivo that any and all public disclosures about the Company be truthful and accurate. In addition, Inovivo has certain agreements with customers and partners which require that the Company refrain from sharing certain business information. There are a limited number of Company employees authorized to release information about the Company to persons external to Inovivo. Currently, authorized persons include only the members of Board of Directors.

How to act

If someone outside the Company asks you questions about Inovivo, its financials, prospects and so forth, do not answer the questions unless you are sure that you are authorized to do so. If you are not authorized, refer an inquirer to the appropriate official listed above.

If you receive a request from an attorney relating to your work at Inovivo, contact any member of Company’s Board of Directors or the Inovivo attorney in your business unit. If you receive such a request from a government official, contact the Chairman of the Board of Directors (unless the request is a routine inquiry from a government customer in the ordinary course of business).

From time to time, Inovivo business unit executives may verbally release trade-related information to reporters and editors for inclusion in trade-press articles. Even such information should be released only with the prior knowledge and guidance of Company senior management, who shall abide by relevant proprietary information policies and by applicable contractual obligations.

Remember that even purely technical information can be subject to disclosure limitations-for contractual reasons, for intellectual property reasons, or for a variety of other business and legal reasons.

Inovivo employees must not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the company, including to the Company’s independent auditors, governmental regulators and self-regulatory organizations. Relevant employees must therefore review and critically analyze proposed disclosure for accuracy and completeness.

Red flags

• Speaking to the public through the media, including the press, websites and other electronic outlets, without prior approval. Electronic outlets include, among other things, emails and postings on personal blogs, Twitter, Facebook or similar social networking services or channels. Note that even inadvertent disclosures or seemingly innocuous communications may violate this policy and be subject to disciplinary action by the Company.
• Speaking as a representative of the Company when not authorized to do so.
• Discussing proprietary or confidential Company information in a public place.

4.4 Health and safety working environment

Inovivo is committed to providing a safe working environment for all employees and complies with all relevant laws concerning workplace safety. The issue of safety requires cooperation; Inovivo actively encourages all employees to be cautious in the workplace and to immediately alert the office manager or any member of management of any safety hazards or injuries. Inovivo expects every employee to set an example by complying with safety rules and maintaining a safe workspace.

Inovivo recognizes that alcohol abuse and drug use pose a significant threat to our goals of employee health and safety. Anyone who conducts business for Inovivo, is applying for a position, or is conducting business on Inovivo property is covered by our drug-free workplace policy. Use, possession, transfer, purchase or sale of alcohol or drugs (including illegal drugs, or legal drugs not legally obtained or not being used for prescribed purposes), or being “under the influence” of such substances while at work or on Inovivo property or at client sites, is strictly prohibited. In addition, off-duty conduct that may adversely affect the reputation or interests of Inovivo is prohibited.

How to act

• Report all accidents, no matter how minor, to a supervisor or your local human resources representative.
• Be aware of and report all structural threats, including, but not limited to, blocked fire exits or walkways, worn or buckled flooring, frayed electrical wires and poorly lit areas, as well as personnel threats, such as stalking, physical threats and abusive behavior.
• Understand that “under the influence” of alcohol or controlled substances is defined as being unable to perform work in a safe or productive manner, and/or being in a physical or mental condition which creates a risk to the safety and well-being of the affected employee, other coworkers, the public, client property, or Inovivo property. This determination shall be made at the sole discretion of Inovivo management.

Red flags

• Walkways, doorways, fire exits, fire extinguishers, or fire sprinklers are blocked or inoperable.
• Incidents reports are not prepared.
• Doors are left unlocked after hours or on weekends.
• You see alcohol or controlled substances in the workplace.
• Unauthorized use of alcohol or inappropriate behavior occurs at a Company-sponsored event.
• You observe an employee consistently missing deadlines, frequently absent, excusing poor work, having periods of high and low productivity or being threatening or abusive.

4.5 Recordkeeping, record processing, records retention

Inovivo requires honest and accurate recording and reporting of information, including time sheets, sales records and expense reports, in order to make responsible business decisions and to maintain confidence in the Company. For example, only the true and actual number of hours worked and expenses incurred should be reported.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by Company policy, applicable law or regulation, and, in no event, should any form of recordkeeping intentionally result in inaccurate or misleading accounting records.

There are circumstances under which business records and communications can become public; therefore, avoid exaggeration, derogatory remarks, guesswork, or inappropriate language that can be misunderstood.

There are also particular circumstances under which the collection, processing and transmission of personal data may be prohibited or curtailed by regulation. A principal example of this is the EU General Data Protection Regulation (GDPR), which imposes a set of standards for companies that handle EU citizens’ data to better safeguard the processing and movement of personal data, giving individuals control over their own data. The GDPR requires that process which handle personal data must be designed so that the data is not available publicly without explicit, informed consent of the individual.

Your responsibilities

• Every Inovivo employee records information of some kind which is used for business purposes. Because the maintenance of accurate records is critical, any person responsible for preparing, processing or recording such information will be held responsible for its completeness and accuracy.
• Certain corporate records must be retained for designated periods to comply with legal or contractual requirements. Before destroying corporate records, make sure that the destruction is consistent with the company’s record retention policy or reproved by finance and/or legal departments. Do not destroy documents that are related to pending or threatened litigation or investigation, regardless of Company policy.
• Follow guidelines established by corporate and business unit finance and legal departments for reporting formats.
• Treat email and other electronic documents in the same manner as hard copy records.
• Do not request, make or approve payments without supporting documentation.
• In dealing with personal information concerning EU citizens, understand that the collection, storage and use of this information may require: (1) the consent of the individual for data processing, (2) ‘safe handling’ of data transfer across borders, (3) anonymizing collected data, among other protective measures.

Red flags

• Missing or incomplete documentation supporting expense reimbursement requests.
• A document that was signed by someone other than an authorized signatory or was modified after having been signed.
• Recording or charging more time on a project than actually worked.
• Recording or charging time or expenses to a project other than the one incurring the time or expense.
• A request to transfer funds to an unfamiliar entity or location.
• Discussions regarding records or recordkeeping that could result in accounting for business transactions contrary to accepted accounting standards.

4.6 Protection and use of company assets

All directors and employees should protect the Company’s owned and leased 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. Company telephones, computers, software, email and other electronic means of communication are intended for business purposes, and any information transmitted or stored through these means is Company property. Because the use of social media may interfere with your work commitments or performance, the use of social media during working hours for personal purposes is not permitted. Incidental and occasional personal use of Company property and systems is permitted, however, as long as it does not interfere with Company operations, does not increase Company costs and expenses, is not for personal gain or for any other improper use, and does not violate any Company guidelines or policies.

The obligation of directors and employees to protect the Company’s assets includes its confidential and proprietary information, discussed below. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, 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.

How to act

• Protect all Inovivo owned or leased property and equipment. Secure Company property to avoid theft, misuse or destruction. Do not connect non-Company computing or electronic devices to Inovivo internal networks or use Inovivo equipment to access social networking sites, sites disseminating pornography or sites with unverified security.
• Do not use Company assets in support of a personal activity, business or enterprise.
• Remember that proprietary information that you learn or develop as part of your job is also an asset which should be protected, because its unauthorized disclosure could compromise its value to the Company and confer an unfair advantage to a competitor.
• Employee communications and personal information created or stored on Inovivo systems are not private. Employees should be aware that all information created or stored on Inovivo’ network and Internet-related systems, including email and voicemail, is the property of Inovivo, may be monitored or otherwise reviewed, may be subject to disclosure and may be recovered even if deleted by the employee.

Red flags

• Using Company equipment while doing any work for a third party.
• Borrowing Company assets or removing the assets from company premises without authorization.
• Leaving valuable assets unsecured or unattended while not in use.
• Allowing family or friends to use Inovivo property.
• Using Company logos or trademarks on blogs or personal web pages.

4.7 Intellectual property and proprietary information

Proprietary information is competitively valuable information which is not available to the public, the disclosure of which could harm Inovivo. Sometimes called confidential information, it may be stored in electronic or print form, on all media types, or even as know-how in the minds of Inovivo employees.
Proprietary information includes any and all versions of the Company’s computer software, including source code, object code and accelerators, firmware and documentation, whether or not protected by copyright. It also includes technical information concerning services offered by the Company, including product data and specifications, diagrams, flow charts, know-how, processes, inventions, research projects and product development. Information concerning Inovivo’ business, including sales, profits, financial information, business plans, employee and independent contractor compensation, customer lists and supplier lists, is also proprietary.

Some proprietary information is intellectual property, which may be protected as patents, trademarks, copyrights and trade secrets. It is the Company’s policy to protect, maintain, and defend its right to its intellectual property and to use those rights in responsible ways. All employees must take steps to protect these assets.

Inovivo respects the intellectual property rights of others, such as our customers and suppliers, who trust us to safeguard their own intellectual property. Unauthorized collection and use of the intellectual property of others is not allowed; treat their proprietary information as you would treat ours. In addition to using Company developed software, the Company has purchased and licensed the use of software for business purposes and does not own the copyright to this software or its related documentation. Unless authorized by the software developer, the Company and its employees do not have the right to reproduce such software for use on unauthorized computers. The Company prohibits the illegal duplication of software and its related documentation.

How to act

• Be aware of and protect Inovivo’ intellectual property and other proprietary information. If you are uncertain if information is proprietary, assume that all Company and customer business information should be protected unless it is already publicly available. Your duty to protect such information continues even after your employment with Inovivo ends.
• Consult with the Inovivo legal department before soliciting, accepting, or using proprietary information of outsiders; disclosing Inovivo’ proprietary information to outsiders; or permitting third partied to use Company intellectual property.
• Do not send internal communications to third parties without authorization.
• Do not install, duplicate, or use software in violation of its copyright or applicable license terms.

Red flags

• Receiving proprietary information from an employee about his or her prior employer.
• Copying Inovivo owned or licensed software on your own computer to use at home.
• Sharing proprietary information with friends or family or in public places.
  Failing to use protected passwords.
• Distributing our logos or trademarks to outside parties without their signing a trademark license agreement.

4.8 Social and environmental responsibility

Our Company’s social and environmental activities fall into two categories: compliance and voluntary initiatives. Compliance refers to our commitment to legal and regulatory adherence. Voluntary initiatives are undertaken to promote human rights, participate in our communities’ public service activities, and protect our environment.

Inovivo believes that social and environmental responsibility means keeping in mind the interests of all of our stakeholders. Our directors and employees should consider how we impact our communities, economies and the environment; they must maintain dialog with key stakeholders to understand their expectations, needs and concerns; and, wherever possible, they must seek to improve our overall impact on our local business ‘neighborhoods’.

How to act

• The Company expects all directors and employees to be familiar with the concept of corporate responsibility and to take personal responsibility for all actions which can support the Company’s efforts to be a good corporate citizen.
• We understand that in order to protect the environment, we should endeavor to reduce energy consumption, water use and waste generation. Employees should recycle and reuse materials when possible.
• Employees should proactively participate in their local community’s activities in order to demonstrate social responsibility.

Red flags

• Employees are unaware of activities that promote sustainability and conservation.
• Employees are not informed about community and/or charitable activities.