Code of Conduct

The Samir Group, including its companies, representative offices, and affiliates, will conduct its business in an ethical and proper manner at all times and in full compliance with all laws and regulations. We view these as the fundamental standards underlying our approach to doing business.

A good reputation is difficult to earn, easy to lose and almost impossible to regain. We must not lose sight of this.

We strive for the highest level of integrity and ethics in our dealings with each other, our clients, our partners, and public and government establishments. We are relying on your integrity, continued dedication and adherence to the requirements in this Code of Conduct to help keep us there. Consequently, each director, officer and employee is expected to read and become familiar with the ethical standards described in this Code.

The Group’s Chief Executive Officer is responsible for setting the standards of business conduct contained in this Code and updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the Group companies, the business practices within the Group’s industries, the Group’s own business practices, and the prevailing ethical standards of the communities in which the Group companies operate while the Group’s Chief Executive Officer will oversee the procedures designed to implement this Code to ensure that they are operating effectively, it is the individual responsibility of each director, officer and employee of the Group companies to comply with this Code.

Compliance with Laws and Regulations

Every provider of services must comply with all laws and regulations that apply to it depending on the business industry, its employees and its business activities (“Applicable laws and regulations”).

Conflicts of Interest and Corporate Opportunities

Except as provided below (disclosure and approval) directors, officers and employees should not be involved in any activity, which creates or gives the appearance of a conflict of interest between their personal interests and the Group’s interests. In particular, except as provided below (disclosure and approval) no director, officer or employee shall:

• be a consultant to, or a director, officer or employee of, or otherwise operate an outside business:
  that markets services in competition with the Group’s current or potential services;
  that supplies services to the Group; or
  that purchases services from the Group;
• have any financial interest, including stock ownership, in any such outside business that might create or give the appearance of a conflict of interest;
• be a consultant to, or a director, officer or employee of, or otherwise operate an outside business if the demands of the outside business would interfere with the director’s, officer’s or employee’s responsibilities with the Group;
• accept any personal loan or guarantee of obligations from the Group companies, except to the extent such arrangements are legally permissible;
• use the Group’s property, information or position for personal gain.

Employees who are not directors or officers shall notify their immediate supervisor of the existence of any actual or potential conflict of interest providing full disclosure of the circumstances.

Directors and officers shall notify the Group’s Chief Executive Officer of the existence of any actual or potential conflict of interest providing full disclosure of the circumstances.

No Bribery or Money Laundering

The Group has no tolerance for bribery or corruption in any aspect of its business or in any country in which we operate. Our Group policy prohibits engaging in any form of corruption, bribery, kickback, extortion, embezzlement or money laundering. We are committed not only to complying with all applicable laws and regulations regarding such activities, including but not limited to the U.K. Bribery Act and the Anti-corruption conventions adopted by Cyprus Law, but also to acting with integrity and the highest ethical standards.

We shall not participate in, facilitate or permit any form of corruption, bribery, kickback, extortion, embezzlement or money laundering, with respect to any other legal or physical person.

The Group is committed to promoting the values of honesty, integrity and fairness in the conduct of its business and sustaining a work environment that fosters mutual respect, openness and individual integrity. Directors, officers and employees are expected to deal honestly and fairly with the Group’s customers, suppliers, competitors and other third parties. To this end, directors, officers and employees shall not:

• make false or misleading statements to customers, suppliers or other third parties;
• make false or misleading statements about competitors;
• solicit or accept from any person who does business with the Group companies, or offer or extend to any such person,
  cash of any amount; or
  gifts, gratuities, meals or entertainment that could influence or reasonably give the appearance of influencing the Group’s business relationship with that person or go beyond common courtesies usually associated with accepted business practice;
• solicit or accept any fee, commission or other compensation for referring customers to third party vendors; or
• otherwise take unfair advantage of the Group’s clients or partners, or other third parties, through manipulation, concealment, abuse of privileged information or any other unfair-dealing practice.

Accounting Standards

It is our Group’s policy to comply with accepted accounting rules, controls and disclosures at all times and to ensure that the auditors are provided accurate information. The Group will not knowingly participate in any scheme to avoid such accounting rules, controls or disclosures. To this end, the Group shall:

• comply in a timely manner with its disclosure obligations;
• comply with generally accepted accounting principles at all times;
• maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;
• maintain books and records that accurately and fairly reflect the Group companies’ transactions;
• prohibit the establishment of any undisclosed or unrecorded funds or assets;
• maintain a system of internal controls that (1) will provide reasonable assurances to management that material information about the Group is made known to management, particularly during the periods in which the Group’s public disclosure documents (including interim and annual financial results or other public announcements) are being prepared, and (2) will ensure that such information is not disclosed to any third party before it is publicly disclosed; and
• present information in a clear and orderly manner.

Accurate Information Provision

It is our Group policy to provide all information that is as accurate as possible to guide our clients in the proper way. Directors, officers and employees shall never knowingly provide or use any false information.

Suspected Noncompliance

We shall promptly evaluate and resolve any suspected instances of noncompliance with applicable laws and regulations, and we reserve the right to undertake to report such noncompliance matters affecting the Group to any relevant establishment.

The Group will not allow any retaliation against a director, officer or employee who acts in good faith in reporting any such violation and will ensure this in accordance with an internal enforcement mechanism put in place for this purpose.

Employment Practices

The Group companies shall never discriminate in hiring or employment practices on the basis of race, national origin, gender, age, sexual orientation, citizenship, marital status, disability, veteran status or religion. The Group shall provide a workplace free from unlawful harassment.

The Group company offices shall maintain a safe and sanitary workplace that includes appropriate protective equipment, and is in compliance with applicable environmental, health and safety laws, rules and regulations.

The Group shall comply with all applicable laws and regulations regarding employment, including but not limited to such laws and regulations related to minimum wage, maximum work hours, overtime and benefits.

Environmental Practices

The Group shall maintain and operate its business in an environmentally responsible manner. We recognize the importance of our environment and natural resources, we embrace the responsibility to society for prudently using natural resources and preventing harm to the environment, and therefore, we shall comply with applicable environmental laws and regulations.

Continuation of Communication

The Group shall communicate the standards set forth herein to its employees and monitor their conformity to them.