ZMS
ETHICS OF BUSINESS CONDUCT
Code of Ethical Business Conduct
Ethical Conduct is Part of Our Culture
ZMS has a culture statement that influences every activity of the Company and its staff. We are dedicated to accomplishing the maximum levels of results in all our actions. We strongly believe that people are a valuable asset and we make sure to show respect and courtesy to all. We collaborate to come up with creative solutions and make our customers happy. We wish to encourage trust and admiration from those we work with. We act with honesty, integrity, and high ethical standards in all our dealings and interactions. We are committed to abiding by our strict moral and ethical principles. We care for the environment and endorse defending basic human rights in our global operations.
Visibility
Visibility (or Transparency) allows our Company to see progress and any barriers to success. Visibility throughout the organization provides accurate and timely information about challenges and opportunities, allowing us to drive proactive and decisive action.
Velocity
Allows us to adapt quickly – even anticipate changes in our audience and the businesses of our customers. Velocity means being flexible and reacting to change as quickly as possible. We must move quickly to make decisions, and execute and manage our resources to maximize customer satisfaction and results.
Value
To our staff, customers, and shareholders – Value is considered and upheld in all that we do. If anything, we do not produce value, we quite simply shouldn’t be doing it. A focus on value forces all of our resources to activities important to our customers.
USING OUR CODE
Our Code serves many purposes. It not only sets forth behavioral expectations and guidelines for how we should conduct business but also reference the policies and applicable laws we must follow to uphold these expectations. In addition, our Code guides us as we make sound, ethical decisions and provides us with the contact information we should use when we have additional questions or concerns. Not abiding by the spirit and the letter of the Code can harm our Company and its investors. Because of this, failure to follow the Code can cost an employee their job, and, if applicable, can lead to criminal prosecution.
While our Code discusses many areas of potential ethical or legal misconduct, it cannot possibly address every challenging situation that may occur in our workplace. Our operations and staff are subject to the laws of many countries and other jurisdictions around the world. Staff and agents acting on behalf of our Company are expected to comply with the Code and all applicable laws, rules, and regulations. If a local law conflicts with our Code, we follow the law; if a local business practice conflicts with our Code, we follow our Code. When in doubt as to whether an activity is proper, you should seek guidance through one of the avenues discussed in “Seeking Guidance and Reporting Concerns.”
Our Code applies to all staff, clients, officers, and managers of Zero Marketing Solution, and its divisions, subsidiaries, and affiliates. Collectively, these entities will be referred to throughout this Code as “our Company.” The Code applies to everything that we do and reflects our Company’s commitments to its staff, its shareholders, the global communities in which we work, and to our Company itself. Our Code represents our overall commitment to working ethically and with integrity in all that we do.
The Compliance Function is responsible for the administration of our Code. Any allegation of violation of our Code must be reported to your manager, People Solutions, or the Compliance Function, and it will be investigated and acted upon by the Company based on the findings of the investigation.
To demonstrate our commitment to abide by the Code, the Company requires all staff to certify their acceptance to adhere to the Code of Ethical Business Conduct upon hire and annually thereafter.
Any staff seeking a waiver to any requirement of the Code may apply to the Compliance Leader, with a clear explanation and justification for such waiver. Such waivers may be granted by the Board of Directors of the Company depending on the facts of each case.
Ask yourself these questions:
- Does the action reflect our Company’s commitment to acting with the highest ethics and integrity?
- Does the action harm our Company, audience, board members, or our fellow staff members?
- Would I take this action if it were published on the front page of a major newspaper?
- How would your family feel if they knew you took the action?
Management Responsibilities
Staff in management positions are expected to be good role models to other staff members. As such, managers are expected to be familiar enough with our Code to effectively communicate its guidelines and answer questions to those who report to them. In addition, managers are encouraged to create a comfortable work environment that encourages staff members to come to them with questions or concerns. Managers have a responsibility to be alert and sensitive to situations that could result in actions that might violate our Code, company policies, and/or laws and regulations and report them promptly to their supervisors in order for our Company to be timely notified of possible violations.
Managers have additional duties under our Code. These include leading by example, ensuring that those who work for them are familiar with the policies that apply to their jobs, and maintaining a workplace environment in which staff members feel comfortable raising concerns. At our Company, ethical leadership is an essential component of effective leadership.
Consequences of Violating our Code
Each of us must comply with this Code, and with all Company policies. If we fail to do so, we may face disciplinary action, possibly including termination. Likewise, any supervisor, manager, officer, or director who is aware of any violation and does not promptly report and correct it may be subject to similar consequences. In appropriate circumstances, our Company will consider taking legal action or referring matters to public law enforcement authorities for possible prosecution.
The ethical standard upheld by our company
*Abiding by Anti-Corruption Laws (Bribes and Kickbacks)
Our Company has a zero-tolerance policy for bribery. As such, we may never make, accept, or offer any form of improper payment while conducting business on our Company’s behalf. We abide by all international laws, treaties, and regulations that forbid bribery of government officials.
Almost every country prohibits the bribery of its government officials. In addition, some countries have laws that make it illegal to bribe officials of other countries. To be responsible members of our business communities, we must follow these laws wherever we do business, regardless of local law or custom. This means we may never offer, attempt to offer, authorize, or promise any sort of bribe or kickback or facilitation payments to a government official for the purpose of obtaining or retaining business or an unfair business advantage or influencing their official actions. Moreover, we may never solicit or accept a bribe or kickback. Anti-corruption laws are complex, and the consequences for violating these laws are severe. For this reason, you should avoid any activity that could be construed as bribery.
It is also important to note that we may not hire a third party to do something that we cannot ethically or legally do ourselves. Engaging a third party to indirectly make an improper payment violates this Code and anti-corruption laws. We must carefully screen all third parties before retaining them.
- A “bribe” is anything of value, including cash payments, gifts, entertainment, or other business courtesies, given in an attempt to affect a person’s business actions or decisions in order to obtain a business advantage.
- A “kickback” is the return of a sum already paid or due to be paid as a reward for awarding or fostering business.
- A “government official” can be a national or local government official or employee, a political candidate, a representative of an organization like the World Bank, or an official or employee of government-owned or -controlled entities, such as state-owned oil companies.
* Giving Gifts and Entertainment
We sometimes entertain our clients and suppliers in order to build or strengthen good working relationships with them. Good judgment, discretion, and moderation should always serve as our guides in these situations. Providing entertainment is not appropriate if doing so makes us appear biased or as if we are attempting to influence a business decision.
We may offer entertainment when it fits all the following guidelines:
- It is incidental to a discussion of business.
- It is in a setting that is appropriate for a discussion about business.
- Its cost is reasonable.
- The entertainment was not solicited by a client or supplier.
Our Company defines “gifts” as things of value, goods and services, and meals or entertainment that you, as the one who offers, do not attend. Gifts of cash or cash equivalents, such as gift certificates, are never permitted.
We may give gifts that meet all the following criteria:
- Are of modest value;
- Will not be viewed as a bribe or payoff or a facilitation payment.
- Are consistent with generally accepted business practices and ethical standards.
- Would not embarrass our Company if publicly disclosed; and
- Are not cash or cash equivalent (including gift certificates and vouchers).
The giving of gifts and entertainment to government officials, including employees of government-owned or -controlled companies, is also subject to the requirements of this Code. When giving gifts or offering to entertain a business partner, ensure that your offer does not violate the recipient’s own policies. If you work with public officials, be aware that even simple offers, such as purchasing a meal or refreshments, may be unacceptable or even against the law.
In some locations, it is customary to provide items of nominal value to government officials. However, providing gifts of even nominal value to a government official requires special consideration to ensure compliance with applicable laws. You should consult with Compliance prior to providing anything of value to a government official.
*Reporting Misconduct
Each of us is responsible to report any misconduct, including violations of this Code, so that we become aware of multiple channels available for this purpose.
We encourage staff to help maintain the integrity of our Company by reporting any misconduct. To assist in these efforts, and staff of our Company may submit a complaint regarding questionable accounting or auditing matters, instances of corporate fraud, or violation of applicable laws to the management of our Company.
*Protecting Against Retaliation
Even companies with the highest ethical standards occasionally have issues that may arise. When they do, we want them to be reported to us so that they can be addressed. It is not always easy to report a question or concern that is or even has the appearance of being contrary to the requirements set forth in our Code, Company policy, or applicable law or regulation. Our pledge to you is that our Company will not retaliate against any staff for good faith reporting ethical concerns or cooperating in a company investigation. Disciplinary action may be taken against anyone who retaliates against such staff.
Our Commitment to our Shareholders
*Avoiding Conflicts of Interest
We are expected to always act in the best interest of our Company. This means that business decisions should be made free from any actual or apparent conflict of interest. We must make our decisions based on sound business reasoning.
As a result, we need to watch for potential conflicts of interest. For example, there is a likely conflict of interest if you:
- Cause our Company to engage in business transactions with relatives or friends.
- Use nonpublic Company, client, or vendor information for personal gain by you, relatives, or friends (including securities transactions based on such information);
- Have more than a modest financial interest in our Company’s vendors, clients, or competitors.
- Receive a loan, or guarantee of any obligation, from our Company or a third party as a result of your position at our Company.
- Compete, or prepare to compete, with our Company while still employed by our Company; or
- Receive a loan, or guarantee of any obligation, from any third party as a result of your position at our Company.
It is our responsibility to report actual or apparent conflicts between our work with our Company and our family, business, personal, or financial interests as they develop.
In most cases, potential conflicts can be easily resolved once they are brought into the open and discussed. Early disclosure and discussion facilitate the resolution of potential conflicts before they affect our work or our reputation. Our Company may ask you to excuse yourself from some relevant decisions or add an approval step in the process if there is a possible conflict of interest between yourself and the matter being discussed or approved.
*Receiving Gifts and Entertainment
Our Company’s commitment to integrity requires us to adhere to the highest ethical standards, including avoiding situations that have even the appearance of impropriety.
Business gifts and entertainment can create goodwill in our business relationships but can also make it hard to be objective about the person providing them. Our choice of suppliers, vendors, and partners must be based on objective factors like cost, quality, value, service, and ability to deliver. We must avoid the appearance of making business decisions based on gifts received through these relationships.
Gifts, hospitality, and business amenities may be accepted, but only if they are not given with an expectation of preferential treatment in return and are of nominal value and not prohibited by law or known practices of the giver. This includes promotional discounts and programs offered by various businesses such as those in travel, hospitality, restaurant, retail, and other industries in the regular course of their business to individual customers, which may be accepted.
Any gift, business amenity, or hospitality that is not acceptable as above, even if received by a family member of the staff person, whether solicited or otherwise, shall be promptly returned or received on behalf of the company or otherwise reasonably handled by the manager. Infrequent business entertainment is appropriate provided it isn’t excessive and does not create the appearance of impropriety.
All gifts given to individuals or small groups of individuals (i.e., not gifts to an entire team or business unit) should be reported to the manager of the most senior staff member receiving the gift(s).
Always Refuse Gift that are
- Are cash or a cash equivalent,
- Contrary to our commitment to mutual respect,
- Are illegal or violate the law,
- Cause you to feel an obligation,
- Influence, or give the appearance of influencing, business judgment,
- Are given as part of an agreement to do something in return,
- Would violate the gift and entertainment policy of the giver’s employer,
- Are for entertainment that is unsavory or otherwise.
*Maintaining an accurate record
Full, fair, accurate, timely, and understandable disclosures in our Company’s periodic reports, disclosures, and regulatory filings are essential to the success of our Company’s business. Each of us has a duty to ensure that all entries in our Company’s financial records give an honest picture of the results of our operations and our financial position. We do this by complying not only with our Company’s policies but also with the laws, rules, and regulations that govern our financial accounting and reporting.
Each of us needs to exercise the highest standard of care in contributing to or preparing such a report in accordance with the following guidelines:
- All our Company accounting records, as well as reports produced from those records, must be in accordance with the laws of each applicable jurisdiction.
- All records must fairly and accurately reflect the transactions or occurrences to which they relate.
- All records must fairly and accurately reflect, in reasonable detail, our Company’s assets, liabilities, revenues, and expenses.
- Our Company’s accounting records must not contain any false or intentionally misleading entries.
- No transactions should be intentionally misclassified as to accounts, departments, or accounting periods.
- All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.
- You should cooperate fully with internal and external auditors to gather information as requested, explain processes, suggest possible improvements; and
- You must comply with our Company’s system of internal accounting controls.
Our Commitment to our Company
*Using Technology Appropriately
We must use Company technology appropriately, and we have a responsibility to use computer, data, and telecommunication resources in a safe, ethical, lawful, efficient, and productive manner. The use of Company technology must not interfere with your job duties. Unauthorized, inappropriate, or unlawful use, relocation, or transfer of computer, data, or telecommunication resources may result in disciplinary and legal action.
Under no circumstances should you use our Company’s network systems to communicate, store, or view inappropriate, sexually explicit, or offensive statements or materials. In addition, you may not use these systems to access illegal material, send unauthorized solicitations, or conduct business for yourself or for another organization.
You should not assume that the communications or documents you create, send, or receive via Company data, or telecommunication resources are private. To the extent allowed by applicable law, our Company has the right to examine and monitor the use of Company assets and communications systems to ensure compliance with Company policies.
*Protecting Intellectual Property
Our Company is built upon hard work and innovation by our staff and the intellectual property created by them, including such things as patents, trademarks, copyrights, and trade secrets Protecting our intellectual property is of critical importance, and we must all act collectively to ensure that it is not misused or misappropriated. You should never allow our intellectual property to be used or shared with people outside of our Company without appropriate legal documents in place. Nor should you infringe the intellectual property rights of any other companies.
*Information and Data Security: Confidentiality
One of the ways we protect our intellectual and proprietary information is by keeping that information confidential. Thus, every staff member is required to sign a proprietary information and inventions agreement. By signing this agreement, each staff member agrees to protect the confidential information of both our Company and others with whom our Company does business. Our Company has substantial relationships with its audience, which our Company expends significant time and resources to acquire and maintain. The particulars of these relationships are Company confidential information and constitute a significant and valuable asset of our Company. Staff shall not, during or after their employment with our Company, use their knowledge of these relationships for any entity other than our Company.
Our Company recognizes that, as a result of their prior employment, our staff may have entered into a confidentiality agreement with that employer requiring that they keep in confidence that company’s proprietary information. Staff must ensure that they do not violate any obligations of confidentiality to a prior employer in connection with their employment with the Company. This includes improperly disclosing or using, in connection with their employment with the Company, information that is subject to obligations of confidentiality to the prior employer.
Also, regardless of other restrictions on confidential information, our staff may be entitled to immunity, including protection from retaliation, under the Defend Trade Secrets Act of 2016 for disclosing a trade secret or confidential information under certain circumstances, such as participating or disclosing as part of a government investigation of a suspected violation.
Information and Data Security: Confidentiality and Third Parties
In the course of our business activities, we may have a requirement to receive information that others deem to be confidential. We should not receive or disclose any such information unless we have a written confidentiality agreement in place that has been approved by Legal. We should ensure that we treat the information in accordance with the terms of the agreement, including avoiding any disclosure or use that is prohibited by the terms of the agreement.
Always protect and never disclose any confidential Company intellectual property or any other confidential information to third parties.
Basic Rules
- On occasion, we may need to share Company intellectual property with people outside of our Company. However, you must never disclose such information without Management’s prior approval and then only under a written confidentiality agreement approved by the Legal Department.
- Always protect and never disclose any confidential Company intellectual property or any other confidential information to third parties.
*Social Networking
As part of our commitment to protecting confidential information, we must exercise caution when using social media, including chat rooms, message forums, and social networking sites. While our Company does not seek to limit our personal or professional interactions on such sites, we are expected to conduct ourselves appropriately in accordance with Company standards. This means that we must never disclose confidential information of the Company, our clients, or other business partners through our use of these sites. We must also ensure that we do not attribute our personal opinions to our Company. Never post inappropriate or offensive materials or materials that violate our Company policies while representing our Company. The Company may require that a staff member take down offensive or inappropriate material or posts, and staff is also requested to bring to our notice any such posts that they may come across on social media.
Our Company understands how the use of Internet social network sites and blogs can shape the way the public views our products, services, staff, suppliers, and clients. Our Company respects your right to maintain your own blog(s) or post personal comments on social networking sites. However, our Company is committed to ensuring that the use of such communications serves the needs of our business by maintaining our Company’s identity, integrity, and reputation in a manner consistent with our values and policies.
In case of any posts that could relate to the Company, (such as your picture with the company name or logo taken at a company event or sharing a news item or video clip of the Company), please ensure that you mention that the comments posted by you are your personal opinions and not that of the Company. In the event that the company finds such a post to be inappropriate, you may still be required to take it down.
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