Ness’s Code of Business Conduct (the “Code”) memorializes our compliance to ethics rules and emphasizes the importance that Ness places on adherence to these rules. We are proud to speak of our Company’s values and our commitment to legal and ethical conduct.
We continue our commitment to legal and ethical conduct in our relationships with customers, partners, competitors, vendors, markets and, importantly, with each other.
Content:
PART I: A COMPLIANCE SYSTEM
PART II: COMPLIANCE WITH LAWS
PART III: CORPORATE ETHICS
An ethics and compliance program is a system of interrelated components, all of which work together to create a culture of integrity and to contribute to business success. First, the Ness Digital Engineering companies, consisting of Jersey Holding Corporation and Ness Europe Technologies BV and their subsidiaries (collectively, “Ness” or the “Company”) must communicate what is expected of its directors and personnel (including officers, employees, or contract personnel and subcontractors). This Code is part of such communication. Then, we must establish mechanisms for employees and others to communicate back to Ness, 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 of any concern raised through its processes. If and when penalties are imposed, they must be fair, appropriate and consistent.
All personnel and directors are required to report any actual or suspected unethical, illegal or fraudulent activity by anyone working for or on behalf of the Company. Certainty that such activity has occurred is not required, and a failure to report such existing or potentially wrongful behavior is itself a violation of this Code. Raising concerns takes courage, but it’s an important part of our compliance system and one that can help Ness avoid or reduce damage to the Company or others.
Ness provides employees with various channels through which they can safely raise concerns of violations or possible violations of Company policy or the law. Concerns can be raised in any form to your supervisor, the next level of management, or directly to the Chief People Officer, Rohit Sharma, at Rohit.Sharma@ness.com or to the Chief Legal Officer and General Counsel, David Pester, at David.Pester@ness.com. Additionally, you may report concerns through email, by addressing them to compliance@ness.com.
No one will suffer adverse actions for raising a legal or ethical concern in good faith. Retaliation is not tolerated by the Company.
We take reports of alleged Code violations seriously. Investigations of alleged violations of the Code, of Company policy or of the law will be undertaken fairly and promptly. They will be conducted in a way that preserves confidentiality to the extent practical under the circumstances. Directors and personnel are required to cooperate in internal investigations of misconduct. When an investigation is complete, all parties involved will be notified of the outcome to the extent appropriate, and appropriate corrective action(s) will be taken.
Persons who violate the Code will be subject to disciplinary action, up to and including termination of employment. These actions may also apply to an employee’s supervisor who directs or approves of improper actions or who fails to exercise appropriate supervision to correct these actions. For all employees and directors, the failure to report wrongdoing may, by itself, subject that person to disciplinary action. A violation or suspected violation of law may also be brought to the attention of appropriate law enforcement personnel.
This Code applies to all Ness employees and directors. There shall be no substantive amendment or case-specific waiver of any part of the Code, except by vote of the Board of Directors of the Company or by a committee consisting of the Chief Executive Officer, the Chief Legal Officer and the Chief People Officer. Amendments to the Code shall be distributed promptly to all personnel. Upon adoption of any amendments, Ness will promptly distribute any detailed policies, such as our policies of Anti- Bribery and Anti- Corruption, Antritrust Competition Law Compliance Manual, Records Management, and Information Security Guidelines. The detailed policies may supplement or supersede related Code provisions.
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 criminal penalties, fines and other penalties imposed upon the Company and implicated employees.
Several Federal agencies restrict or sanction trade with certain countries (or persons within certain countries), require licenses to provide products or services to countries under various circumstances, and/or prohibit participation in international boycotts not sanctioned by US law. Export restrictions can apply to providing software, hardware, services and technical information to customers, potential customers and even the Company’s foreign employees.
Money laundering occurs when funds, obtained through criminal means, are funneled through legitimate businesses, 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 illegal activities.
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.
US law prohibits the buying or selling of securities when you have ‘material’ information that has not yet been disclosed to the investing public. ‘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. Although Ness 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.
The US Foreign Corrupt Practices Act, the UK Bribery Act and other international analogs prohibit giving anything of value, directly or indirectly, to officials of foreign governments or to foreign political candidates in order to obtain or retain business or to secure an improper advantage. The FCPA applies to any US company and its foreign affiliates and employees and can also apply to certain non-US companies and employees. Other anti-corruption laws, such as those of the UK and India, apply to Ness as well.
In addition, the US has a number of laws and regulations regarding business gratuities that may be accepted by US government personnel. Furthermore, campaign finance laws impose strict limitations on contributions to political candidates and affiliated groups, and it is our Company’s policy that no assets of the Company may be provided to any political organization or candidate.
The promise, offer or delivery of a gift or gratuity in violation of these laws could subject Ness and the involved employees to criminal penalties and substantial fines.
Ness strives to win its customers through superior performance and value…and never through the improper use of payoffs or other inducements. Ness 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, Ness 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.
Bribes and other illicit payoffs should be distinguished from limited permissible corporate gifts of de minimis value and from ordinary and customary business meals and entertainment. Ness, as well as entities with which we do business, sets limits on such expenditures and requires precise documentation thereof. Familiarize yourself with the Ness guidelines and rules regarding the exchange of gifts, which can be found in Appendix 5 (Policy and Guidelines on Business Hospitality and Gifts) of the Anti-Bribery & Corruption policy on the Ness portal and do not go beyond these guidelines.
Ness has zero tolerance for harassment, sexual harassment, and discrimination. Specifically, Ness 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”). Ness 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 Ness. Ness also prohibits harassment of an employee by a third party, such as a vendor or a customer.
In the event that an employee believes that any discrimination or harassment has occurred, the employee should immediately report the matter to the HR Manager or, if the employee is uncomfortable doing so or has not received a response within a week, the employee should contact the Chief People Officer, Rohit Sharma at Rohit.Sharma@ness.com or to the Chief Legal Officer and General Counsel, David Pester, at+1201-371-0437 (phone) or David.Pester@ness.com. Additionally, you may report concerns through email, by addressing them to compliance@ness.com.
As a global company, Ness maintains human rights as a core principle consistent with in the United Nations Universal declaration of Human Rights. We expect our employees, customers and suppliers to honor and respect human rights.
Ness 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 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.
Ness 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 Ness 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 Ness or its partners. No employee of Ness shall accept or receive, either on his or her own behalf, or on behalf of Ness or its partners, any gift connected with or arising out of the employee’s relationship with Ness.
Notwithstanding this general prohibition against receiving or giving gifts, Ness recognizes that, in certain cultures, the exchanging of modest and appropriate gifts is a matter of etiquette and custom, not construed as a bribe or attempt to influence business decisions. Accordingly, Ness maintains updated guidelines and rules regarding the giving and receiving of gifts and the extending of business hospitality.
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 a Ness employee to work simultaneously for a competitor, customer or supplier. Without prior written consent from our Chief People Officer and Chief Legal Officer, Ness does not permit its full-time employees to have any other job or to consult with a competitor, supplier or customer of Ness. Ness 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, Ness 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 Ness, that competes with Ness or that operates in the same industries as Ness. Ness employees must inform Ness 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, under guidelines established 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 a senior level manager, the Chief People Officer or the Chief Legal Officer.
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 Ness. Ness’ 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.
During the course of their engagement with Ness, Ness personnel 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 Ness. Ness 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 Ness that any and all public disclosures about the Company be truthful and accurate. In addition, Ness 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 Ness. Currently, authorized persons include the Chief Executive Officer, the Chief People Officer and the Chief Legal Officer.
Ness is committed to providing a safe working environment for all employees and complies with all Federal and state laws concerning workplace safety. The issue of safety requires cooperation; Ness 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. Ness expects every employee to set an example by complying with safety rules and maintaining a safe workspace.
Ness recognizes that alcohol abuse and drug use pose a significant threat to our goals of employee health and safety. Anyone who conducts business for Ness, is applying for a position, or is conducting business on Ness 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 Ness property or at client sites, is strictly prohibited. In addition, off-duty conduct that may adversely affect the reputation or interests of Ness is prohibited.
Ness 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 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. Examples of this are the EU General Data Protection Regulation and the United Kingdom General Data Protection Regulation (together the “GDPR”), which impose a set of standards for companies that handle EU and UK citizens’ data to better safeguard the processing and movement of personal data , giving individuals control over their own data. The GDPR requires that processes which involve the handling of personal data must be designed to ensure that data privacy concerns are built in.
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.
Proprietary information is competitively valuable information which is not available to the public, the disclosure of which could harm Ness. 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 Ness 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 Ness’ business, including sales, profits, financial information, business plans, employee and independent contractor compensation, employee lists, 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 rights to its intellectual property and to use those rights in responsible ways. All employees must take steps to protect these assets.
Ness 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.
As a global leader delivering digital transformation solutions and consulting services to our customers around the world, it is imperative with the increasing global action on sustainability, that Ness work to enhance our community and reduce any negative impact on the environment. We are committed to effecting a positive change in the Company’s immediate surroundings and leaving a positive footprint in the world. Ness’s CSR commitments include, but are not limited to, education, healthcare, energy, climate change, and betterment of the society through respect for universal human rights, and the environment, acting with integrity, accountability, and operating responsibly, and sustainably.
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 and charitable activities, and protect our environment.
Ness 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 such stakeholders’ expectations, needs and concerns; and, wherever possible, they must seek to improve our overall impact on our local business ‘neighborhoods.’
