Corporate Governance

General standards and customs

Norlys strives to comply with the conduct of business regulations specific to the place of operation. We avoid anything that threatens to entangle the Norlys Company in illegal activities. This also means avoiding any questionable relationship with persons, shareholders or companies with whom NORLYS transacts or may do business, as well as avoiding any situation that may create a conflict of interest with possible harm to the employee and/or the company. Acceptance of the NORLYS Code of Ethics is a condition of employment and delivery.

Conflicts of interest

We speak of a conflict of interest when a person's private interest may conflict in any way with the interests of the company. Conflict situations can arise when an employee takes actions or has interests that may hinder him or her from performing his or her work for the company in an objective and efficient manner. A conflict of interest may also arise when a member of the management, supervisory board or an employee or someone in his or her family derives improper personal benefits from his or her position in the company.

A conflict of interest may also arise when an employee simultaneously works for, or holds an interest in, a client, supplier or competitor of NORLYS. Any potential conflict of interest must be declared. If NORLYS assesses that a potential conflict of interest could be detrimental to the performance of the employee's duties, NORLYS may take such action as it deems appropriate to eliminate the conflict.

Accounting

Accounting and internal controls

In order to properly manage the Company's business, it is important to correctly and promptly record every operation and transaction in the internal accounting system. Each employee or collaborator, as part of his or her tasks, is obliged to keep real-accounting records, which must be done in a legal manner.

Financial statements and other reports

We wish to prepare and verify the data and information provided in the applicable regulations with the utmost care. All employees have a duty to ensure the best possible communication, cooperation, openness, accuracy and efficiency in response to any request from the Management Board or other control bodies exercising their responsibilities.

Cooperation with inspection bodies

All data and documents should be submitted in a timely manner, drafted in a clear and transparent form, thus ensuring accurate, complete and truthful information. All forms of conflicts of interest should be avoided in relations with control bodies.

Protection of company assets

The use of NORLYS property, company position or information acquired by employees on site for personal gain without the consent of the Labour Board is prohibited. No employee is allowed to use NORLYS property, information or position for inappropriate personal gain, or to compete directly or indirectly with NORLYS while working or providing services to them.

Confidential information

NORLYS employees may not disclose confidential information to anyone outside the company without specific authorisation from the Board of Directors. Confidentiality may cover different types of information, including all internal, confidential, proprietary or secret information related to NORLYS' business. Most of the company's procedures, expertise and experience are protected as trade secrets.

Antitrust legislation and fair competition

The law requires NORLYS to make decisions guided exclusively by the company's interests, completely independently and without regard to any agreements with competitors. Adherence to this standard requires refraining from any conduct that violates, in fact or in appearance, antitrust laws prohibiting any type of agreement or understanding between competitors regarding prices, terms of sale, allocation of markets or customers, or other restrictive actions, whether on the part of sellers or buyers. Any concerted action can easily be challenged as contrary to the antitrust laws and is only allowed to be undertaken once it has been determined to be lawful, in cooperation with NORLYS management.

Fighting corruption

Bribery and corruption are related to giving or accepting promises, gifts or money to or from private or public persons in exchange for favours, financial benefits, illegal activities or other material or immaterial advantages. A conflict of interest occurs when the personal interests of an Employee or a third party conflict with the principles professed at NORLYS. Therefore, honesty and transparency in relations with Business Partners are an essential element of mutual respect, trust and good business practice.

Gifts of symbolic value

Legitimate gifts and invitations (e.g. meals, events, entertainment) can support the process of establishing, maintaining and developing meaningful business relationships. Therefore, business gifts are acceptable, but they must be legal, authorised and appropriate. Gifts that are infrequent and worth less than PLN 200 or the equivalent are considered symbolic in most countries. Examples include, but are not limited to, promotional products, such as calendars or mugs, given to support the image and representation of the brand.

Patents and intellectual property

Business assets are not only objects and real estate, but also intellectual property. Intellectual property is valuable business information, designs, concepts or other technical information that is protected by patent law, trademark law, copyright law or trade secret law. NORLYS has a vested interest in protecting and caring for intellectual property, avoiding actions that could diminish its value, and ensuring the highest possible profit from its use or sale.