Corporate Governance

Preface

The Group (Group: refers to all companies held by Horizon Software (RCS No. 418 145 140) present and future) is committed to respecting ethical rules and to combating fraud and corruption. It entails that each employee contributes to the construction and protection of the Group’s reputation, acting in full compliance with applicable laws and our ethical principles, in all our activities. This code of conduct has been designed to help all employees to better understand the ethical stakes and to know the code of conduct to be adopted in terms of anti-corruption legislation. It must be noted that this document is applicable to all of the Group’s employees. This document has been sent by email to all employees and constitutes acceptance of it. It can also be consulted online in the Welcome Sharepoint and forwarded to any newcomer.

I – Our values

Firstly, this code of conduct defines and explains the Values of our Group, the rules of conduct and behavior, as well as the principles of action that we expect of ourselves, and as required through our relationship with internal and external stakeholders of the Group. The Group outlines its identities around these values:

Committed: We, Horizon people, are committed to our activities, because we can be proud of what we achieve.
Team player: We are conscious to be on the same boat; each of us behaves as a team player.
Sharp: We are able to make sharp decisions. Resourceful We overcome difficulties by bringing innovative solutions, as we are resourceful.
Trustworthy: We build trust-based relationships, because we deserve it.

II – Ethics

The Group is committed to respecting fundamental human rights such as the right to dignity and the right to privacy. Each Group employee, at all levels, complies with the laws and regulations of the country in which they work.

The Group is committed to not take the following actions and invites its employees to respect these prohibitions:

Not to employ children for labor, not to use any form of forced labor, and to allow freedom of association and representation.
Not to discriminate on the grounds of age, sex, origin, family status, sexual orientation, morals, genetic characteristics, ethnicity, nation, race, physical appearance, disability, state of health, pregnancy, surname, political opinions, religious beliefs, and trade union activities.
To treat with respect and politeness the members of their team, the other employees of the group, and in general any person with whom they have a professional relationship. They respect the privacy of the latter’s personal life and undertake not to disclose any information of which they may have had knowledge, whether by chance or by virtue of their activity.
To ensure compliance with these obligations in their area of responsibility and ask their partners or suppliers to have the same level of requirements.

Each manager ensures that the balance between the professional and private lives of their employees is respected. The Group does not tolerate any form of moral or sexual harassment and prohibits any behavior that would tend to create an intimidating, hostile or offensive work environment.

The safety and health of all employees is an essential objective of the Group. The Group ensures equal opportunities for all its employees. Recruitment and promotions are based solely on professional qualities and results. The Group respects the dignity and privacy of each individual. One of the Group’s values is creating the conditions for everyone to flourish in their chosen profession.

Each employee knows, respects and enforces the applicable safety rules ( company safety rules can be consulted on Sharepoint). They pay particular attention to the working conditions and the well-being of all employees.

III – Eco-responsible approach

The Group respects the environment and strives to minimize its impact on it. It is also committed to raising awareness among its employees in this process, since it is everyone’s responsibility to seek to reduce this impact wherever possible. Every small action counts! Nowadays, the Group goes beyond simply reflecting on the subject and invites its employees to adopt the measures taken within the structure:

Significantly reduce travel between sites by facilitating team interactions and customer meetings using online collaboration tools.
Taking public transport or bicycles to work. A “Bicycle” bonus is in place in France to encourage this type of travel.
Making sure to save water and energy (e.g. turning off your computer on weekends).
Sorting waste or avoiding waste generation. When the latter cannot be avoided, everyone must ensure that the materials are recycled or disposed of responsibly.

IV – Confidentiality

Group Privacy Policy

Each employee must ensure the protection of the information collected in the course of their duties. In particular, they must strive to comply with the relevant internal rules and requirements applicable to communications, both written and oral. Everyone, throughout their functions, has access to confidential information that constitute an important asset of the Group. Confidential or secret, this sensitive information may not be disclosed or communicated outside the Group. The use of this inside information for personal purposes constitutes an offence, subject to civil and criminal prosecution. Nor may they communicate confidential information to Group employees who are not authorized to know it.

V – Anti-Corruption

In accordance with Act No. 2016-1691 of 9 December 2016, known as the Sapin II Act, which aims to impose measures to prevent corruption and influence peddling; the Group is responsible for ensuring that each employee (regardless of their country of origin or residence, workplace, training or functions) understands what corruption is and measures the risks and sanctions it involves. The main purpose of this document is to prevent Group employees from unwittingly engaging in illegal practices. Breaking anti-corruption laws can expose you personally to sanctions, in particular civil, criminal.

The second objective of this code of conduct is to define the Group’s standards and rules relating to promotional expenses, sponsorship and contracts with third parties, which may lead to corrupt practices or simply be interpreted as such. We must collectively defend and protect the ethical values of our Group by effectively defining, implementing and respecting these standards and rules.

What is corruption?

Legally, corruption – in its strictest sense – refers to the act where a person entrusted with a specific function (public or private) solicits or accepts a donation or benefit of any kind, in order to perform or delayed ou omit to perform an act directly or indirectly within its functions.

Conduct outside the Group

In all countries where the Group operates, its employees must comply with the law. In the event of any questions or doubts, they should immediately contact their superiors or the legal department. Integrity, honesty and transparency must guide the Group’s employees in the performance of their professional activities. They must act, with regard to customers, suppliers and other business partners, in the Group’s interest and in compliance with laws and regulations (a document may be consulted on the Sharepoint). All employees will pay particular attention to compliance with laws governing competition, export and reexport controls, labor and employment, safety, health and environmental protection.

The Group and its employees do not tolerate any practice of corruption, active or passive, direct or indirect, for the benefit of public or private sector actors. The Group complies with all international anti-corruption conventions (such as the OECD Convention) and anti-corruption laws in force in the countries where they operate. Under no circumstances does the Group, its companies and employees use third parties to do anything that ethics or the law prohibits them from doing themselves. Engaging the services of a business partner for the purposes bribing a person, whether natural or legal, is an offence under anti-corruption laws. Prior to any contractual relationship with a business partner, the Group undertakes a systematic and documented selection process.

Commercial bonuses, such as gifts and entertainment, granted or received from customers, suppliers and other partners are intended only to strengthen the brand image and maintain good business relations. However, their value must remain symbolic and they must not influence, or give the impression of influencing, a business decision. Discernment, discretion and caution are necessarily always required in these situations. Commercial bonuses are prohibited by law under certain conditions and in certain countries.

As a proponent of fair competition, the Group intends to comply strictly with the competition laws applicable in the countries where it operates. As a general rule, they prohibit agreements or practices that may restrict or distort competition or trade. In particular, price agreements, manipulation of tendering procedures, market, territory or customer allocations between competitors, as well as boycotts or unequal treatment between certain customers or suppliers without legal justification, are prohibited. The exchange or disclosure of sensitive commercial information concerning competitors, customers or suppliers may also violate applicable competition laws.

Each member of staff must respect the principles of loyalty and integrity towards customers. No compromise is tolerated, for any reason whatsoever. Any situation that raises doubts for a staff member should be immediately reported to their superiors.

The Group ensures that its shareholders are provided with simultaneous, effective and complete disclosure of relevant, accurate, precise and truthful information. It is attentive to the implementation of international principles and recommendations on corporate governance.

The Group and its employees are committed to respecting the processes related to calls for tenders issued by customers.

VI – Personal transactions

The employee understands that the Group’s customers are highly regulated companies ( in particular the Directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for market abuse (market abuse directive)) and that they handle sensitive information to which the employee acknowledges that they may have access.

In this respect, they commit to not use this information for personal purposes, and at the Group’s express request, to commit to providing supporting documents in compliance with these clauses.

VII – GDPR

The European Union has adopted a new regulation on the protection of personal data and privacy: the GDPR (General Data Protection Regulation) – Regulation (EU) 2016/679. This new European regulation came into force on 25 May 2018.

In this context, Mr. Bruno LEFEBVRE is the Company’s referent for this topic (gdpr@horizontrading.io).

This personal data is and will only be processed or used to the extent necessary to:

Ensure the support and security of the computer equipment at your disposal
Ensure the follow-up of commitments made with the Corporation’s and its affiliates’ clients
Ensure the management and execution of the employment contract and HR policies: e.g.: use of your bank details to pay your salary, e.g.: use of your postal address to send you mail, e.g.: use of your business telephone number and e-mail address to be able to reach you during working hours, e.g.: use of your surnames, first names and professional contact details to provide you with computer and/or telecommunications equipment,
To meet a legal and/or regulatory obligation: e.g.: use of your surnames, first names, date and place of birth, social security number for the DPAE (pre-employment declaration), and the DSN (nominative social declaration) with the URSSAF, e.g.: use of your marital status and the number of children to register for the pension and mutual benefit plans.

This same information can also be used for career management and for recording working time (e.g. working time monitoring software).

Personal data is stored in databases maintained by the Group, some of which are accessible by authorized employees located outside the European Union in the course of their duties. This information is kept as long as necessary for the performance of your contract, the company’s compliance with its legal and regulatory obligations and the exercise of the prerogatives granted to it by law and case law.

After the employee’s departure, the Group undertakes to delete their personal data within 5 years of the end of your employment contract, unless circumstances justify a longer retention period. During the entire period of storage of personal data, the Group implements all appropriate measures to ensure their confidentiality and security, in order to prevent their damage, deletion or access by unauthorized third parties.

Access to personal data is strictly limited to the company’s employees, who are authorized to process them because of their duties. The information collected may be communicated to third parties linked to the company as part of our legal and regulatory obligations (mutual insurance, URSSAF, etc.), or as part of the missions entrusted to them (chartered accountant, consultants, etc.). It is specified that, in the context of the performance of their services, third parties have only limited access to the data and are obligated to use them in accordance with the provisions of the applicable legislation on the protection of personal data.

In accordance with applicable legal and regulatory provisions, employees have the right to access, rectify, portability and delete their data or limit processing for just cause. They may also, for legitimate reasons, object to the processing of data concerning them by writing to the following email address: gdpr@horizontrading.io.

The Employee agree that customer’s data treatment follow the same rules and regulations on the GDPR. They shall respect same commitment in this field.

VIII – Procedure for collecting reports

A report consists of revealing/reporting, in a disinterested and good faith manner:

Criminal activity (crime or misdemeanor)
A serious and manifest violation of the law or regulation
A situation that may present a threat or serious prejudice to general interests (i.e. to public health, safety or welfare)
A serious breach or risk of a serious breach of human rights and fundamental rights
A serious injury or risk of serious injury to the health or safety of persons or the environment
intentional concealment of such acts
A situation or conduct contrary to the Code of Conduct
Acts of retaliation related to having made a report or participated in its processing of which an Employee has personal knowledge, which has occurred, is occurring or will occur and which concerns the Group, one of its Employees, or one of its external interlocutors.

An Employee is considered to be in “good faith” when they communicate information that they believe to be complete, fair and accurate, allowing them to reasonably believe in the veracity of the information reported, even if it later appears that it was an error. If an Employee realizes, after having reported an incident, that they have made a mistake, they must immediately inform the person to whom they had reported it. An Employee is considered “disinterested” when they act without expecting a counterpart or financial compensation.

Any Employee who wishes to file a report can use the system described below. However, its use is not mandatory. There are other ways for an Employee to express a concern (e.g. through their hierarchy, Human Resources, employee representatives, or any other ways.).

Employees and the Group’s various internal and external contacts have at their disposal an anonymous email address: horizonspeakup@horizontrading.io, set up by the Group, to collect reports (anonyms or not). Sending an alert to this mailbox will automatically generate an acknowledgement of receipt to inform the author of the receipt of their alert.

It is strongly recommended to make a written report, or to confirm in writing an oral report: this will facilitate processing.

The person issuing a report shall be informed of the expected time limit for examining its admissibility. The examination of the admissibility of the report consists in verifying whether the referral meets the definition of an alert for the purposes of this procedure. A preliminary analysis of the report or information gathering may be carried out before deciding on its admissibility. Further information may be requested from the person issuing the alert.

If the alert is admissible, the person issuing the alert shall be informed and shall also be informed of the identity of the person who will be in charge of processing their alert and of the manner in which they will be informed of the action taken on their alert. If the alert is inadmissible because it does not fall within the scope of this procedure, the person issuing the alert shall be informed and, as far as possible, shall be informed of alternative ways of expressing their concern.

Authorized persons and persons in charge of processing the alert shall be bound by an obligation of strict confidentiality.

Elements likely to identify the person issuing the alert may not be disclosed, except to the judicial authority, without their consent. If their refusal makes it impossible to process the alert, the person issuing the alert shall be informed. The identity of the person issuing the alert, the purpose of the alert and the identity of the persons covered by the alert may only be shared by authorized persons or by persons in charge of processing with Employees or third parties whom they call upon for the purpose of processing the alert or taking appropriate measures. These persons are bound by an obligation of strict confidentiality.

The person who issued the alert, the person against whom the alert was issued and all persons involved in its processing shall also be bound by an obligation of strict confidentiality.