Code of Conduct

1. Purpose

The purpose of this document is to state the requirements for personal conduct and business practice in STRONGPOINT ASA, our subsidiaries and entities under our control (“STRONGPOINT”, “Company” or “Group”).

STRONGPOINT expects openness, honesty and integrity – both within the Group and in our dealings with all stakeholders. STRONGPOINT’s Code of Conduct applies to directors, employees, hired personnel and others acting on behalf of the Group.

Everyone has a responsibility to set high ethical standards in their work both internally and with customers and suppliers, thereby creating and maintaining the best possible confidence in our company.

Even the mildest degree of dishonesty invites to reduce judgement. A good reputation for responsible, honest and fair business practices is in itself invaluable to the company’s success. It is important that our employees not only understand how important it is that we reach our goals, but also that it is of utmost importance that the results are obtained in a responsible manner. All employees are encouraged to inform the management of its activities, record all transactions fully and correctly, and to be honest, and accommodating to the company’s internal and external auditors. The company expects all employees to make management aware of the company’s possible violation of government laws and regulations and internal policies.

Both managers and employees have a special responsibility to ensure that established laws and regulations are complied with and that the company acts in accordance with the general expectations of society. STRONGPOINT will comply with all applicable laws and regulations and act in an ethical and socially responsible manner. In the event that there are differences between such laws and regulations and the standards set out in the Code of Conduct, the highest standards consistent with applicable local laws shall be applied. In companies where STRONGPOINT has controlling interest the principles laid down in this Code of Conduct shall be complied with. In companies where STRONGPOINT has non-controlling interest STRONGPOINT shall promote codes of conduct which provides similar level of protection as STRONGPOINT’s own Code.

2. Relations with StrongPoint

STRONGPOINT will conduct its business in a manner designed to protect the interests of its employees including their health and safety. Likewise, the employees, including directors, should actively protect and promote the business objectives and interests of STRONGPOINT. The Company expects the employees to exercise the highest standards of professional integrity.

2.1. Working environment

STRONGPOINT aims to provide a workplace with a good working environment. The Group is implementing measures to promote the employees’ professional development, prevent illness and accidents, and improve the overall work environment. All employees in the Group shall have standardized employment contracts.

STRONGPOINT expects all individuals who act on behalf of the company to treat its employees, external contacts and counterparties with professionalism, courtesy and respect. STRONGPOINT shall be a stimulating workplace with an inclusive working environment.

The Company prohibits discrimination against any employee on the basis of age, gender, sexual orientation, disability, race, nationality, political opinions, religion or ethnic background, or any other basis prohibited by law. The Company does not tolerate harassment or degrading treatments in any form by or towards employees.

2.2. Safeguarding of property and assets

STRONGPOINT’s property and assets must be safeguarded in an appropriate manner. The Company’s assets are only to be used for legitimate business purposes and only by authorized employees or their designees. This applies to tangible assets, e.g. buildings, vehicles and equipment, and intangible assets such as intellectual property and confidential information. Employees have a responsibility to protect the Company’s assets from theft and loss, and any theft, waste or misuse of company assets and employees are encouraged to report this to their superior, or the Group’s Audit Committee. The employee’s use of IT systems and internet services in particular, must be governed by the needs of the business and not by personal interests. Information produced and stored on STRONGPOINT’s IT systems is regarded as the property of the Company, and the employee should maintain electronic files and archives in an orderly manner. Private use is only permitted to a limited extent, and information that may be considered illegal or inappropriate must under no circumstances be processed or downloaded.

2.3. Communication

STRONGPOINT’s internal and external communication activities are restricted to ensure that the financial and operational status is presented in a reliable and a correct manner to relevant recipients and that corporate brand and reputation are managed properly. In order to achieve this, only certain designated employees may discuss the Company with the media, financial analysts and investors. All inquiries from media, regulatory authorities or government representatives, as well as general inquiries about the Company, should be referred to the Group CEO. Inquiries from financial analysts or investors should be referred to the Group CFO.

2.4. Company interest, conflict of interest and related party transactions

The employee owes a duty to advance the legitimate interests of the Company when the opportunities to do so arise. Employees may not take for themselves personal opportunities that are discovered through the use of corporate property, information or position. The employee shall not take actions or have personal interests that negatively affect their ability to perform their work objectively, and conflicts of interest should to the extent possible be avoided. The employee must not become involved in relationships that could give rise to a conflict with STRONGPOINT’s interest, both in fact and in appearance. Conflicts of interest could involve employees, hired personnel, suppliers, competitors or other related parties such as shareholders, subsidiaries and associated companies of STRONGPOINT. All transactions with related parties must adhere to the Board of Directors approved principles for such transactions. In the event a conflict of interests arises, the employee shall assess the issue at hand and notify his or her immediate supervisor of the conflict of interest.

STRONGPOINT employee’s engagements in duties and assignments outside of the Company must not negatively impact their working relationship with STRONGPOINT or be in conflict with STRONGPOINT’s business interests. All paid work assignments held or carried out by STRONGPOINT employees in other companies must be approved by the Company.

2.5. Sensitive information and confidentiality

The employee has a duty of confidentiality, both by law and by way of written agreement. Each employee is responsible to keep confidential all matters that could provide third parties unauthorised access to sensitive, private or confidential information. Careful consideration should be given to how, where and with whom STRONGPOINT-related matters are discussed. The duty of confidentiality also applies after the conclusion of employment or contractual relationship with STRONGPOINT and for as long as the information is considered sensitive in nature or confidential.

2.6. Insider trading

As a publicly listed company, STRONGPOINT is subject to a number of laws concerning the purchase and sale of publicly traded securities. Employees and their close family members must refrain from trading STRONGPOINT-related securities while in possession of material, non-public information relating to the Company or any other company where STRONGPOINT directly or indirectly has ownership interests or otherwise has been trusted with sensitive information. Directors and supervisors defined as primary insiders are subject to various reporting and insider trading requirements. The employee is responsible for complying with the Company’s policy and the applicable securities trading laws, and failure to comply with such policy and laws may subject employees to criminal penalties, as well as to disciplinary action by the Company.

COMPLETE OVERVIEW OF THE COMPANY’S REGULATIONS ARE IN Appendix 1

2.7. Political activity

STRONGPOINT maintains a neutral position on party politics and will not support, financially or otherwise, any party or their candidates. STRONGPOINT may participate in public debate if this is deemed to be in the Company’s interest.

2.8. Whistle Blowing

Should you feel that there are possible unethical issues at StrongPoint ASA or in the subsidiaries we would like you to report this to your superior in a responsible way. Your message of concern cannot and will not be used against you in any way. This is a consequence of the Norwegian Labour Law as well as of StrongPoint’s policy. If you find it difficult to raise the issue in your organization directly, you can contact the Audit Commitee at StrongPoint. For information about the members of the Audit Committee see https://www.strongpoint.com/about-strongpoint/investor/corporate-governance/audit-committee-mandate/

3. Relations to stakeholders

3.1. Accurate and timely information and financial reporting

All accounting and financial information, as well as other disclosure information, must be accurately registered and presented in accordance with laws, regulations and relevant accounting standards. STRONGPOINT is committed to providing the financial markets with quality information, enabling investors and analysts to maintain a correct picture of the financial situation as well as risks and opportunities facing it in the future. STRONGPOINT will provide accurate disclosure information to the financial markets in line with all relevant laws and regulations for listed companies on the Oslo Stock Exchange. All material information is disclosed to recipients equally in terms of content and timing. STRONGPOINT’s key communication principles are visibility, proactiveness, transparency (openness) and consistency. Senior executives and employees involved in the financial reporting process are expected to exercise their best professional judgment in preparing financial information. STRONGPOINT will publish a financial calendar for each upcoming calendar year, and financial information will be published in line with such financial calendar.

3.2. Corruption and bribery

STRONGPOINT has a zero tolerance for corruption. This includes all directors and employees of the Group and companies and persons acting on behalf of the Group. The Group’s zero tolerance means among others that gifts (beyond a symbolic value), offsets, etc. must not be offered or received on behalf of the Company or by the employee as an individual in his or her capacity as employee or otherwise acting on behalf of the Company.

3.2.1. Gifts, entertainment and sponsorships

The employee is required to exercise caution and good judgment in relation to offering or accepting gifts and business courtesies. Employees shall not, directly or indirectly, accept gifts or other remuneration if there is reason to believe that its purpose is to influence business decisions. Employees should never solicit a gift or favour for personal benefit from any of STRONGPOINT’s stakeholders. Hospitality such as social events, meals or entertainment may be accepted by the employee if there is a clear business reason, provided that the cost of any such hospitality is within reasonable limits.

3.2.2. Relations to suppliers

Employees in STRONGPOINT shall treat suppliers, including hired consultants and advisors, impartially and fairly. Suppliers are expected to follow ethical standards that are consistent with the STRONGPOINT standards. Decision makers in STRONGPOINT cannot accept any worth more than a symbolic value. Decisions should not be affected by the personal interest of our employees.

3.2.3. Competition law

Employees in STRONGPOINT shall treat customers fairly, and not under any circumstances coordinate prices or bids with other competitors to affect market prices or market shares.

3.3. Sustainability and External environment

Sustainability is an integrated part of our core business. This means that both economic, social and environmental aspects are considered before decisions are made. All parts of STRONGPOINT are responsible for integrating sustainability in their daily work.

STRONGPOINT will act responsibly with an ambition to reduce direct and indirect negative influences on the external environment. STRONGPOINT will adhere to relevant international and local laws and standards, seeking to minimize the environment impact.

In 2020 STRONGPOINT started to implement the GRI standards and is working with its customers and partners to help them make more sustainable choices and advocate for ways that we can use technology in an efficient, greener way.

Through a materiality assessment performed during 2020, STRONGPOINT has decided to focus on the following topics: 

– Employee working environment, including health and safety
– Product innovation, quality and safety
– Corporate Governance, including ethics and anti-corruption
– Environmental and climate, including emissions and waste management

More information can be found in the annual sustainability report published on www.strongpoint.com/investor.

Employees in StrongPoint will follow internal sustainability guidelines to contribute to the overall ambitions can be achieved.

4. Implementation and monitoring

4.1. Implementation

Supervisors are responsible for communicating the requirements in the Code of Conduct, and all Directors, employees and others acting on the behalf of STRONGPOINT must ensure that they are familiar with the contents of the Code of Conduct, sign-off on the Code of Conduct, and their duties must be performed in accordance with the requirements set out herein. Sales managers shall also ensure all partner-agreements include this Code of Conduct.

4.2. Monitoring

Supervisors are responsible for both promoting and monitoring compliance with the Code of Conduct within their respective area of responsibility. Violation of the Code of Conduct will not be tolerated and may lead to internal disciplinary action, dismissal or criminal prosecution.

4.3. Handling breaches

If an employee comes across a possible breach of laws, regulations or STRONGPOINT’s Code of Conduct, or any other possible unethical issues in STRONGPOINT, we would like you to report this to your superior in a responsible way.

If you find it difficult to raise the issue in your organization directly, you can contact the Audit Committee at STRONGPOINT ASA. For information about the members of the Audit Committee see Audit Committee and mandate – StrongPoint

Examples of issues we want all employees to report instantly are;