Resolved by the board of directors of IDEX ASA on 3 December 2009, update resolved on 13 June 2017.
These guidelines apply to all permanent and temporary employees and hired staff, individual contractors, elected officers and board members (collectively “Staff”) working in or acting on behalf of IDEX ASA or its subsidiaries or associated companies (“IDEX” or “the Company”).
The objectives of IDEX is to deliver computer-based identification systems and other related activities. More specifically, IDEX works with fingerprint systems. The purpose of the Company’s business is to create value for the shareholders while the business shall also be to the benefit for the Company’s customers, Staff, suppliers, other business relations and the society at large.
IDEX recognises that formal guidelines is only a starting point for establishing and maintaining sound business ethics in all parts of the Company. Emphasising ethical conduct is a management responsibility, and such behaviour must be developed over time through vigilance and monitoring between colleagues, discussion and attention to activities and issues which pose particular challenges.
Values and principles for behaviour
The Company pays due respect to the norms of the various stakeholders in the business. In addition to the shareholders, the Company considers its business partners, the Staff, the society in general and the authorities as stakeholders. IDEX is committed to maintain a high standard of corporate governance, be a good corporate citizen and demonstrate integrity and high ethical standards in all its business dealings. IDEX requires its Staff to always conduct themselves lawfully, honestly and ethically.
It is important that IDEX Staff do not place themselves in situations whereby their fidelity can be under-mined or they may be vulnerable to external pressure contrary to the Company’s or their own integrity.
IDEX’s funds, assets, facilities, products, Staff, know-how, information, information systems, business network and other tangible or intangible resources shall only be used for the benefit of IDEX and its business or as otherwise intended by IDEX.
IDEX makes every reasonable effort to secure a healthy, safe and lawful work environment and that the Company complies with all applicable laws, rules and regulations concerning occupational health, safety and environmental protection. The Company promotes equality and non-discrimination, non-harassment, fairness and ethical behaviour. The Company offers a pleasant, well-equipped and risk-free work environment, maintains fair and balanced employment practices and equal employment opportunity policies and complies with all applicable labour laws. IDEX encourages and also expects similar commitment from its suppliers, partners and customers.
IDEX fulfils its role as social responsible member of society by the business it operates and how it is conducted. If and when publicity, attention and other benefits are evident and expedient for the business, the Company may be a sponsor. The Company refrains from charitable donations because such donations are not within the authority from the shareholders to the board and the management. In case IDEX Staff or shareholders should want to make such donations it is more effective that they do so directly than via the Company. Gifts from IDEX may also establish or be considered to represent inappropriate ties. IDEX does not make any political contributions.
Duty of confidentiality
IDEX Staff have a duty of confidentiality in relation to unauthorised persons concerning various matters such as but not limited to:
- The Company’s business
- IDEX technology, products, trade secrets, past, present and future research and development,
- The Company’s business plans and/or activities, strategies, methods and/or practices,
- The prices, conditions and all other contents in agreements with customers and suppliers,
- Other business secrets,
- Information which is not generally known which could have a noticeable effect on the value of the IDEX share,
- Personal information about other members of Staff, or
- Confidential information of IDEX’s business partners acquired in connection with an assignment for the Company.
This duty of confidentiality remains in force after a Staff member has left the Company. No individual can exploit any IDEX-specific information listed above in their own business or in the service of or working for others.
Conflicts of interest (disqualification)
Conflict of interest arises when an employee’s personal activity or personal interest is contrary to the interest of the IDEX. IDEX Staff are obliged to conduct work with great objectivity and with no actual or perceived conflicts of interest (disqualification) of any kind. Such disqualification arises in circumstances where the confidence that the Staff member is taking an impartial view of an issue could be undermined. When a manager is disqualified in this sense on a given matter, all subordinates may also be disqualified in the same matter. All Staff members shall notify their superior if they have any material direct or indirect interest in any transaction contemplated or entered into by the Company.
Staff who can influence or take decisions on behalf of IDEX must not participate in the consideration or determination of any issue where they or their related parties have personal or financial interests.
Staff members must be particularly cautious about owning shares in companies which are customers of, suppliers to or otherwise having a business relationship with the Company. The following rules apply: (i) Staff cannot hold shares in such companies unless the company is listed and publicly traded on a stock exchange. (ii) Staff must report any such holding to the Company’s CFO and CEO, and fully comply with all rules pertaining to ownership and trading of such shares. This duty to inform does not extend to the purchase or ownership of units in mutual trusts.
Related persons cannot be employed or elected into positions which are incompatible with recognized principles of independency, for example where one becomes the direct superior for the other or where one shall control the work of the other.
Each IDEX Staff must assess for themselves whether any conflicts of interest exist. If their case is not clear or if there is any doubt, or if somebody so require, they must submit the question to their senior superior. If senior personnel face an actual or perceived conflict of interest, the matter shall be directed to the CEO or CFO of IDEX.
Caution towards former IDEX Staff in a business context
IDEX Staff must be particularly cautious with regards to information exchange and and offered/requested business terms when dealing with former IDEX Staff who work for suppliers, customers and competitors, and keep in mind that their former colleagues are external to IDEX and represent their new employers.
Gifts, hospitality and other benefits
All gifts, hospitality and other benefits including the time spent and cost must be modest and able to stand the test of possible publication and/or public or authority inspection.
Nobody must accept, either for themselves or on behalf of others, gifts, mementos, fees, services or other benefits which could influence or be perceived to influence the way they discharge their duties, or are intended to exert such influence by the giver. During negotiations, Staff should generally refrain from accepting any offers of hospitality beyond meals and similar.
IDEX Staff may usually accept advertising give-aways of insignificant value.
Caution should be shown in accepting invitations that exceed customary and modest business hospitality. Invitations to entertainment or other events from existing or potential business contacts shall be regarded as a gift except if the event is clearly only for the benefit of the Company. Should such an invitation be regarded as a gift, the Staff member must cover the cost of transport and other expenses.
All business-related travel and hotel expenses for IDEX Staff shall be paid by IDEX. Existing or potential business contacts of the Company are prohibited from paying for travel, accommodation and so forth. Staff members are not permitted to accept from an existing or potential business contact, any such benefits for his/her accompanying persons.
Correspondingly, IDEX shall not pay for business travel of any business contact unless IDEX is contractually obliged to do so.
No bribery or corrupt payments (Norway Penal Code, US Foreign Corrupt Practices Act)
IDEX will comply with applicable anti-corruption laws, including the Norwegian Penal Code and the US Foreign Corrupt Practices Act. Corruption is unethical and unacceptable, and violation may expose both IDEX and individuals to criminal liability, and would represent a risk to IDEX’s reputation.
All IDEX Staff must comply with all applicable anti-corruption laws and are strictly forbidden from:
- Offering, giving, soliciting or accepting, an improper advantage in connection with a person’s position, office or assignment in either the public or private sector. The advantage (financial or other kind) is always considered improper if given with the intention to (i) induce a person to perform a relevant function or activity (e.g. awarding a contract, project, business, favourable treatment and/or benefit), or (ii) in order to reward a person for improper performance of such a function or activity.
- Offering or giving, soliciting or accepting an improper advantage to at third party in exchange for this person trying to influence the conduct of someone else (trading in influence); or
- Paying a facilitation or grease payment
Before entering into a new business relationship, IDEX’s employees shall always consider whether and to which extent integrity due diligence is required or warranted. Particular care should be made if
- there are ties to government or public officials;
- business partners have a bad reputation (because of its location or otherwise);
- there are questionable or unusual circumstances; or
- there are unusual compensation and/or invoicing
IDEX should always use written agreements and generally include in its agreements provisions on anti-corruption, anti-bribery, and access to audit where appropriate. IDEX should closely follow up agents and other intermediaries acting on behalf of IDEX and ensure that such intermediaries commit to these Ethical Guidelines and participate in training.
IDEX’s operations and internal control systems aims at preventing financial irregularities, corruption, breach of competition law, theft, embezzlement, fraud, misappropriation of funds, favouritism or nepotism. IDEX Staff will support IDEX in maintaining accurate accounting records regarding all IDEX’s transactions.
Compliance with antitrust laws (Norway Competition Act and US Antitrust Laws)
All IDEX Staff are strictly forbidden to agree with competitors to fix, change or stabilise prices; to restrict output of products or services; to allocate or divide market (customers, products, geographical or otherwise); or to form a group boycott of suppliers or customers.
All IDEX Staff are strictly forbidden to agree with its dealers fixed or binding minimum resale prices (recommended prices and maximum prices may be agreed).
Reference is made to IDEX’s Insider Manual, which is incorporated herein by reference. Misuse of Inside Information as defined in the Norwegian Securities Trading Act is prohibited by law and a punishable criminal offense. Misuse of Inside Information is illegal under the rules of United States Securities and Exchange Commission and related insider trading laws.
Reporting irregularities (‘whistleblowing’)
All conditions which give rise to ethical issues or matters that could involve a breach of prevailing regulations and provisions or circumstances which may cause loss of value or reputation for IDEX, can firstly be raised with the Staff member’s immediate superior. IDEX Staff who believe they have been offered bribes, or been subject to inappropriate pressure or attempts to exert such pressure or who wish to report or advise on any legal and ethical non-compliance incidents, dilemmas or concerns should immediately do so to their immediate superior. The same applies for environmental matters or issues relating to work place safety, which matters can also be reported directly to the CTO. Financial matters shall be reported to the CFO. Any possible violations of the Company’s policies on behaviour (anti-harassment) or equal employment opportunity should be disclosed as per those policies.
It is the duty of all Staff to report any criminal acts and any circumstances where life or health is in danger.
If the Staff member does not obtain any appropriate response or reaction, he/she is encouraged to inform the CEO or the chairman.
Reporting may be anonymuous but open reporting will normally facilitate expedient resolution of the matter. The name of a reporting person shall remain confidential to all but the recipient.
IDEX believes that internal reporting should be adequate for the issue to be resolved appropriately. It is, however, an individual’s right to report matters to the relevant public authorities.
When in doubt, the Staff member’s own good judgement and integrity will often be crucial. In making such judgement or assessment, the Staff member shall consider the possibility that a decision or situation must be defended publicly to a critical audience, inspector or authority.
Every manager in IDEX is responsible for ensuring that all subordinated Staff members are familiar with these guidelines and has understood how they are to be applied.