Code of Conduct – JOA Ontwerp / Advies B.V.

 

1. Complying with all laws, rules and governing regulations wherever the JOA company (JOA) does  business.

The JOA Code of Conduct is the most important mandatory set of rules for JOA Employees. It covers responsible behaviour, protecting the reputation of the company and reduces the risks for all our stakeholders.

While compliance with the law is JOA’s basic expectation, the goal of every JOA employee (employee) should always be to go beyond what is required and to do what is expected of a good citizen in every community where JOA operates. JOA expects honest and ethical conduct, rather than a narrow compliance with the minimum standards imposed by  law.

The officers and managers of JOA are responsible for maintaining a culture of compliance by personally meeting with direct reports and encouraging compliance with the law. By acting with honesty and integrity, they should lead by example.

JOA operates globally and its operations are subject to the laws of a number of governments and other organizations. In some instances, employees may be subject to laws that conflict with one another. If that happens, employees will contact anyone from the Board of Directors for guidance.

Employees must not obey an order or directive there could be reason to believe is illegal or in violation of this Code. The employee alone is responsible for its actions.

 

2. Treat all colleagues and JOA contacts fairly, honestly, and with respect.

The Company values the contributions that each employee makes to its business and is committed to treating each employee with respect and providing to each employee, to the greatest extent practicable, the opportunity to advance within the Company.

Those who supervise other employees must do so responsibly. Performance reviews must be done promptly and fairly. It is also a part of the supervisor’s job to create and maintain a workplace environment that allows every employee to concentrate on a job. Workplace complaints made in good faith must be dealt with promptly. The Company will  not tolerate unlawful discrimination, intimidation, threats or violence in the workplace.

Examples of conduct in violation of the Code:

• Telling jokes or displaying material that offends or ridicules a particular sex, gender, religion or race.
• Sexual advances in the workplace, of any kind.
• Making hiring, compensation and promotion decisions based upon a particular sex, gender, religion or race, or any other basis not related to
• Workplace harassment of any employee because of his or her sex, race, religion, gender or any other base.

Employees can report the conduct as potential violation of this Code. (How to make a report is       explained the section of this Code entitled “Administration of the Code of Conduct”).

 

3. Respect and promote the diversity of the JOA’s workforce.

Do not discriminate in hiring, work assignments, or promotions on the basis of sex, gender, race, religion, age, national origin, disability, or on any other unlawful basis.

Employees are expected to familiarize themselves with, and comply with, any anti-discrimination and anti-harassment policies applicable to the JOA’s operations.

 

4. Deal fairly with the JOA’s customers, suppliers and partners.

JOA earns its customer’s business by providing a consistently superior product coupled with consistently superior service and performance.

JOA chooses a supplier on the basis of service, price, quality and desirability of  its goods and services. Employees must not accept or seek out any personal benefit from a supplier or potential supplier that would ever appear to compromise your judgment. Child labour is not allowed in entire supply chain.

Employees should never do anything at the request of a customer or supplier which is known or where there could be reason to believe it’s wrong. For example, Employees should never offer or accept—directly or indirectly – a personal benefit in exchange for business.

Employees will never take actions that assist a customer or supplier in misrepresenting its financial results. These actions are wrong regardless of whether the Company seemingly benefits from it or when it is not directly affected by it. Any such actions can harm JOA’s reputation for fair dealing and could create legal liability for JOA and its employees

 

5. Dealing appropriately with competition.

JOA competes in the Industrial Air Filtration market on the merits of its products and services. All factual comparisons of its products with the products of competitors must be accurate and supportable.

Employees must not use illegal means to gather confidential information about  competitors or their operations, nor may they make use of any other confidential information when knowing or when having reason to suspect it has been obtained illegally.  Employees must not enter into formal or informal arrangements with the JOA’s competitors that fix prices, allocate customers or territories, or are otherwise in violation of applicable competition or antitrust laws.

Employees must not discuss any competitively sensitive information with the JOA’s competitors. Employees must promptly report to the Board of Directors any instance in which a competitor has proposed such an illegal arrangement or attempted to discuss any such items. Employees are expected to familiarize  yourself with, and comply with, the Company’s competition and anti-trust policies and procedures.

 

6. Avoid conflicts of interest, as well as the appearance of conflicts of interest.

It is never permissible for employees to compete against JOA, directly or indirectly. All employees, officers and directors owe a duty to its employer to advance its legitimate interests when the opportunity to do so arises.

Conflicts of interest exist when your private interest interferes in any way with the interests of the Company. A conflict can arise when you take actions or have interests that may affect your objectivity or effectiveness; or when you or a member of your family  receives improper personal benefits as a result of your position with the Company.

Below, some situations that can be seen as conflicts of interest are described:

Accepting gifts

No employee of JOA or a direct relative may accept lavish gifts from a customer, supplier, or anyone attempting to develop a business relationship with JOA. This is an area in which the exercise of common sense and best judgment is critical. It is OK to accept modest gifts, but in doing so, employees should not feel obligated or expected to give the giver special treatment in the future. It is impractical to establish a specific value, or define what is inappropriate, that would cover every circumstance. Keep in mind that appearances can play a role here. Even if you believe that accepting a gift is appropriate, it may be that your colleagues would question your judgment or your relationship with the giver. You need to feel entirely comfortable in accepting a gift. If you don’t, you should respectfully return the gift to the giver, or ask your supervisor or legal counsel for advice.

You may not accept gifts of cash or cash equivalents (such as a debit card with cash already loaded) or, in most circumstances, gift certificates. If you win a gift certificate as a prize through skill or luck, it is not considered a “gift” but as a prize, and therefore acceptable in most circumstances.

Giving gifts

Don’t give gifts to a customer or supplier if you know the recipient is prohibited from accepting them. If you are not sure if there is a prohibition, you must inquire. Lavish  gifts are inappropriate. See the considerations above under “Accepting Gifts.” Here, too, appearances are important, and you must feel entirely comfortable about your decision to give a gift.

Being entertained

Employees will not accept meals, entertainment or trips from a customer, supplier, or anyone attempting to do business with the Company unless they are unsolicited, and they do not  create any feeling of obligation. The prior approval of a supervisor is required for meals, entertainment or trips that go beyond “common courtesies”—where a return of the  meal, entertainment or trip on a comparable basis is likely to occur and would properly be charged as a business expense. If any doubt exists whether any such entertainment goes beyond “common courtesies”, employees will get the prior approval of a supervisor.

Entertaining customers and suppliers

JOA employees will not entertain any client or supplier if they know the person being entertained is prohibited from accepting it. If employees are not sure whether there is a prohibition, they must inquire. For government officials, see the special restrictions in Section 11 of this Code. In no event should the offered entertainment go beyond common courtesies (see “Being entertained”) without the prior approval of a supervisor.

Bribes and kickbacks

JOA employees will never give or accept bribes and kickbacks, in any case.

Accepting special privileges

JOA employees will not accept loans, discounts, or special terms made available from suppliers, customers or anyone seeking to do business with JOA.

Working for a customer or supplier

Conflicts of interest may arise when employees, or their relatives work for a client or supplier;

When any such relationship with a customer or supplier exists, employees must report the relationship to your supervisor, who is responsible for getting guidance from the Board of Directors. Failure to make such disclosure, or failure to follow the guidance of counsel, are each a violation of this Code. In deciding whether a conflict exists, the legal counsel will look at, among other things, the direct or indirect influence employees have within JOA and the relationship with the client or supplier.

Spouse or member of household working for a competitor

It is almost always a conflict of interest when employee relatives work for a competitor. This should always be communicated to JOA’s legal counsel. The consequences of  failing to report or failing to follow the advice of counsel are as stated above.

Employees are required to disclose these relationships to their supervisor, who will be responsible for reporting this to JOA’s legal counsel. The consequences of failing to report or  failing to follow the advice of counsel are as stated above.

Other instances

Other instances may present real or perceived conflicts of interest that are less obvious. The question to be considered is always the same: Is the private interest of an employee at odds with the best interests of JOA?

When employees believe any transaction or state of affairs might have a conflict of interest, they should contact their supervisor directly. They are expected to obtain guidance from the Board of Directors.

 

7. Keep accurate records.

JOA’s books and records must be true and complete. Employees should never submit false expense reports, incorrect time records, incomplete customer agreements, or any other misleading or dishonest information to the Company.

Employees must never create or participate in the creation of records that are misleading or artificial. All of the JOA’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the actual transactions, and must be conform to both applicable legal requirements and to the JOA’s system of internal controls.

All obligations to which the JOA is considered a party must be appropriately documented. Good business judgment should be used in the processing and recording of all transactions. No accounting entry may intentionally distort or disguise the true nature of any transaction.

Employee signatures mean something. Sign only those documents you believe to be accurate  and truthful. signatures mean that something is reviewed and approved. All employees have a duty to satisfy yourself of that what you are signing is accurate and in compliance with Company policy.

Employees job may not require you to be familiar with accounting procedures and internal controls, but that does not relieve them of the duty to be sure that the information  contributed to every business record is accurate, complete and reliable.

Expense reports must be documented and recorded accurately. Claims may only be reimbursement for expenses that are incurred on behalf of JOA that are properly documented and recorded on expense reports that conform to Company policy. Misuse of Company-issued travel and entertainment credit cards are a violation of this Code.

Employees are to report the true and actual number of hours worked. Subcontractors and employees that are paid by the hour must report hours worked promptly to the senior human resources official or through the reporting process described the contract (Also see the section of the Code entitled “Administration of the Code of Conduct” for how a report can be created).

A request for confirmation from a client or its auditor should be referred to a controller. Together with copies of any supporting documentation, that officer will respond on behalf of JOA.

Employees are to cooperate truthfully and completely with the JOA’s auditors—both internal and external—and anyone else whom the Company or the Board of Directors had engaged to conduct any investigations.

 

8. Provide accurate and timely disclosure to shareholders and regulators

All reports and documents filed by JOA with governmental regulatory agencies in each country where JOA does business (for example the United States Securities and Exchange Commission and other governmental/regulatory agencies, like federal, state, provincial and local), as well as all communications to its investors, must contain fair, accurate, timely and understandable information.

 

9. Protect and make efficient use of the Company’s assets

Employees must manage JOA’s assets under its employees control in a responsible manner. Employees are required to exercise reasonable business judgement in the management of its assets – whether it is entering into agreements with customers or contracting for goods and services.

Theft, carelessness and waste have a direct impact on the JOA’s profitability and sustainability goals. Suspected fraud or theft should be immediately reported for investigation.

JOA’s equipment is for business use only, except where incidental personal use has been permitted. Vehicles, computers, product, supplies and furnishings are company property and are to be used only to advance the Company’s interests. Under no circumstances can its assets be used in furtherance of a personal enterprise.

Guidance

JOA recognizes that occasional personal use of company equipment can sometimes be considered appropriate. Examples are using the telephone to make a doctor’s appointment or  accessing the internet to read a news story. As long as the  personal use doesn’t interfere with the performance of work, this is tolerated. Using company equipment for any for-profit outside business activity or solicitation, even if only occasionally, is never permitted.

Computer hardware, software and data must be safeguarded from damage, alteration, theft, fraudulent manipulation and unauthorized access. Employees must adhere to specific security measures and internal controls for each computer system to which they have authorized access.

When software licensed to JOA is used, employees must adhere to the terms of the license. The right to use software is limited to authorized employees only. Copies of software and associated materials may be made only as specified in the license. Employees may not sell, transfer or otherwise make available to any unauthorized person any software product, documentation or copies thereof.

 

10. Taking personal advantage of opportunities that are gained from using corporate property, information or position, is prohibited.

Employees may not appropriate themselves, or direct to any other person or organization, any opportunity that they learn about through their position with JOA or use of property or information, unless they have received prior permission to do so from the Board of Directors.

 

11. Be mindful of special restrictions imposed upon you when dealing with public officials on the JOA’s behalf

It is never permitted to pay bribe, to a government employee,  a public official, a political party or a candidate for public office. Modest gifts, such as gadgets, can be given to elected officials and to government employees when appropriate and when they are not prohibited by law or policy.

It is almost always inappropriate to entertain or provide travel, event tickets or any other kind of reimbursement to a governmental employee. In exceptional instances, this can be done, but written approval is required prior to the event by the Board of Directors. They will determine if the activity or service is not inconsistent with law or government policy and, even where permitted, does not appear to be of a nature that might compromise the JOA’s arms-length relationship with a government, employee or agency.

No contract or business arrangement will be entered into with a company or other entity that is owned, directly or indirectly, by a government employee or public official whose responsibilities include dealings with JOA or who is in position to  influence on the course of those dealings.

In the conduct of its business outside the United States, the Company is governed by the Foreign Corrupt Practices ACT (FCPA). Under the FCPA, neither the Company nor anyone acting on its behalf may give anything of value directly or indirectly to foreign government officials for the purpose of obtaining or retaining business or securing an improper advantage. Also, the FCPA requires the Company to keep accurate records of business transactions. If JOA employees are involved in international business matters, they will seek the guidance of the company’s Board of Directors.

 

12. Protect the Company’s non-public information

JOA’s non-public information is any information that has not been disclosed or made available to the general public. It includes financial of technical data, plans for acquisitions or divestitures, new products, marketing strategies, personal information about employees, major contracts, business plans, financial transactions, major management changes and significant corporate developments.

Under no circumstances can this kind of confidential information be allowed to be transferred before the protection of a confidentiality agreement or NDA. It should only be shared for appropriate purposes that are of best interest of JOA and its stakeholders. JOA’s confidential information may never be used or disclosed for personal gain.

 

13. Manage the operations of JOA to protect the health and safety of its employees and the communities where it does business

Sound operating practices will be followed to foster a safe working environment. Safety comes always first.

The success of any accident prevention effort depends on the cooperation and active support of all employees. Accident prevention and the preservation of the health and safety of our employees is a cooperative effort for the benefit of all. JOA, therefore, expects its employees to follow safe work practices in the interest of all colleagues safety as  well as that of JOA stakeholders.

 

14. Do not use or possess alcohol beverages, unauthorized drugs or controlled substances while at work, or on company premises or in company vehicles

Bringing in, possessing, providing, buying, selling or otherwise using such beverages, drugs or substances on company premises or in company vehicles is prohibited.

The only exceptions to the consumption and/or service of alcoholic beverages is at an approved company-sponsored event or in connection with appropriate business entertaining, at which time employees are still expected to conduct themselves in a responsible manner.  Do not operate vehicles at any time when your ability to operate them safely may be impaired by the use of alcoholic beverages, unauthorized drugs or controlled substances.

 

15. The Company will promptly disclose any amendments to this Code

The disclosure will be frequently updated on this site and all employees are being made aware of any changes.

Administration of the Code of Conduct

Requirement to report

Employees are required to report any violations of this Code of which you become aware. Your failure to make such report, when required, is itself a violation of the Code. Violations of this Code can result in disciplinary actions including termination of employment, or in Company’s referring the matter to the appropriate law enforcement officials for investigation and potential prosecution.

Written reports

If you want to make a written report of a violation, you should address it as follows:

Attention: Code Compliance / Bas van den Bogerd / Martin Tukker

 

JOA Ontwerp / Advies B.V.

Delftechpark 25

2628 XJ Delft The Netherlands

 

You cannot be punished for good-faith reports

JOA will not punish you or allow you for making a good faith report of a violation of this    Code of Conduct.

Anonymity

You can make reports on an anonymous basis, but you are encouraged to allow us a means to contact you to allow the most thorough investigation of the matters you raise.

Questions

If you have any questions that aren’t addressed specifically in the Code – or if you have any other remarks – please email the following address: info@joa.nl.