Code of Conduct

A message from our CEO

Dear Colleagues,

Welcome to Univers, where connection is everything.

We connect hardware, software, assets and information into the world’s most comprehensive decarbonization system. More broadly, we believe in the power of connection to unlock opportunities, foster deeper understanding, and empower people around the world. It strengthens solidarity and powers our work on the transition to net zero and everything that comes next. 

Connection is built upon relationships, trust, and integrity. Beyond relying on us for accurate, reliable, and actionable decarbonization data, our customers rely on us to conduct ourselves and our business with impeccable integrity.

Real success is defined not just by the end goal, but by how we conduct ourselves along the journey towards that goal. It is imperative that our company is built upon principles of integrity and trust – for our customers, our company, and ourselves.

Our zero tolerance for illegal and unethical conduct is articulated in our Code of Conduct, which is designed to help us navigate common, and sometimes uncommon, situations we may face at work. I ask that you read, understand, and apply the Code of Conduct to how you operate every single day, bringing these values to everything you do.

The Code of Conduct will be the lighthouse tool that guides decision-making and builds trust amongst colleagues and customers. We need to be proud of what we do and how we do it.

Thank you for going on this journey with me. Let’s do it with ethical code of conduct as we turn the next chapter in the Univers story.


Lei Zhang

Chief Executive Officer

We Honor Our Code of Conduct

Putting Integrity First


From the beginning, we have earned a reputation for being forward-thinkers – not just keeping pace with change but driving change ourselves. Today, that momentum continues and is promising a bright future for us, as a company, and for those we serve.

We recognize that as we continue to innovate and grow, there is one thing that must never change: our unswerving commitment to working ethically, honestly, and in compliance with the law. Integrity must continue to be at the core of our corporate DNA, even as we grow and take on ambitious new challenges. Our Code of Conduct (“Code”) is a critical resource in that respect. It helps each of us, whatever your role in our company, to:

·       Put integrity first and maintain the highest standards of business conduct.

·       Comply with the laws, regulations, and policies that apply to our business, everywhere we operate.

·       Navigate ethical challenges we may face on the job and avoid even the appearance of anything improper.


Our Code Applies to All of Us

All members of Univers, such as employees (full and part-time), contract workers, internal consultants/advisors, officers, and directors, are required to read, understand, and follow our Code.

We Are Univers

When we refer to “Univers,” “company”, “we”, “us” or “our”, we mean the relevant company or companies in the Univers group.

External consultants/advisors, business partners, distributors, representatives, agents, and intermediaries who act for or on behalf of Univers (“Third Parties”) are also expected to follow the spirit of our Code, as well as any applicable contractual provisions. 

Those who supervise our Third Parties are responsible for communicating our standards and ensuring that they are understood. If a Third Party fails to meet our ethics and compliance expectations or their related contractual obligations, it may result in the termination of their contract. 

Our Commitment

We are committed to compliance with all laws, rules, and regulations that apply to our business. Since the Code can’t address every potential situation you may face, we have other resources that can be of help to you – these resources are listed throughout the Code.

We operate in multiple countries, so it’s important to be aware of and comply with different laws and customs that may apply. While we respect the norms of our customers, Third Parties, and colleagues throughout the world, everyone at Univers must, at a minimum, comply with the standards and principles in this Code. If any part of our Code conflicts with a local law or requirement, we seek guidance from the Legal & Compliance department.

Violations Are Serious

Violating our Code, our policies, or the law, or encouraging others to do so, exposes our company to liability and puts our reputation at risk. No reason, including the desire to meet business goals, should ever be an excuse for violating our Code, our policies, or the law.

If you see or suspect a violation, it is your responsibility to report it.

Anyone who violates our Code will be subject to disciplinary action, up to and including termination of their employment with Univers, to the full extent permitted by applicable laws. Violations of laws or regulations may also result in legal proceedings and penalties including, in some circumstances, criminal prosecution.

Feedback Welcome!

We appreciate suggestions aimed at enhancing our Code, our policies, or our resources to better address a particular risk area or issue. Promoting an ethical Univers is a responsibility we all share.

Understanding Our Responsibilities


We all have a set of responsibilities associated with our individual jobs, but everyone at Univers is expected to:

·       Know our Code, our company policies, and our specific job responsibilities, and complete any training that applies to our role. 

·       Be professional, honest, and ethical when conducting business on behalf of our company.

·       Report any known or suspected violations of our Code, our policies, or the law to our Line Manager or any of the reporting channels listed in our Code.

·       Fully cooperate and tell the truth when responding to an inquiry, investigation, or audit, and never alter or destroy records in response to an investigation or when an investigation is anticipated. Cooperating with an investigation or audit may include giving access to or possession of your company laptop, computer hard drive, or emails to the company for review as part of an investigation or audit.

Leaders set the tone for how business gets done. Those who manage or supervise others have a responsibility to:

·       Act as a role model and a resource for their team. They should know the Code, refer to the Code, and use it to guide and inform discussions of ethical dilemmas and challenging situations to instill a culture of integrity.

·       Create a respectful work environment, where employees are valued and feel comfortable asking questions and voicing concerns. 

·       Listen carefully when a concern is brought to their attention, ensuring that it is treated seriously and confidentially, and take appropriate follow-up action.

·       Know the limits of their authority, never taking any action that exceeds their authority or delegating authority to someone whom they fear may engage in unlawful or unethical conduct. 

Making Good Decisions

Even if our intentions are good, sometimes the right action or the right decision is not obvious. In those situations: 

We Ask Ourselves

·     Am I following Univers’s values?

·     Would I want my coworkers, my friends, my family, or the general public to read about this?

·  Does this uphold Univers’s reputation for conducting business ethically?

If you answered “yes” to all these questions, then the decision to move forward is probably OK. 


I’m faced with a situation where doing the right thing could affect the profitability of our company. What should I do?

You must do what’s ethical and lawful, no matter what the circumstances. Remember that ultimately, our long-term profitability depends on our reputation for operating with integrity every day, in every situation. If you are not sure how to proceed, come forward and share your concerns. Contact your Line Manager or any of the resources identified in our Code. Speaking up is never easy, but it’s always the right thing to do.

Asking Questions and Reporting Concerns – SpeakUp

Known or suspected violations of our Code, our policies, or the law, or questions about the right course of action, should be directed to your Line Manager. If you’re uncomfortable speaking with your Line Manager, there are other resources available to help you:


·     Contact the HR department.

·     Contact the Legal & Compliance department.

·     Contact SpeakUp (, and details can be found in the SpeakUp Policy.



No Retaliation

We will not tolerate any retaliation against an individual who, in good faith, asks questions, makes a report of actions that may be inconsistent with our Code, our policies, or the law, or who assists in an investigation of a suspected violation.


Reporting “in good faith” means making a genuine attempt to provide honest, complete, and accurate information, even if it later proves to be unsubstantiated or mistaken.




My Line Manager has directed me to do something that violates our Code. I know I should tell someone, but I’m afraid my Line Manager will find out and make my job difficult for me if I do.


No one, including your Line Manager, has the authority to make you do something that would violate our Code or company policies. Share your concern with the HR department, the Legal & Compliance department or contact SpeakUp. You’ll have the assurance of knowing that you did the right thing, that we’re looking into the situation and that retaliation by your Line Manager or others will not be tolerated.



Cooperating With Investigations and Audits


From time to time, you may be asked to participate in internal and external investigations and audits that we conduct. Each of us is expected to fully cooperate with these requests and provide information that is true, accurate, and complete.


You may also receive inquiries or requests from government officials. If you learn of a potential government investigation or inquiry, immediately notify your Line Manager and the Legal & Compliance department before taking or promising any action. If we ask you to respond to a government official’s request, extend the same level of cooperation and again, make sure that the information you provide is true, accurate, and complete.


We must take care to never destroy, alter, or conceal any document in anticipation of or in response to a request for documents, and never provide or attempt to influence others to provide incomplete, false, or misleading statements to a company or government investigator.





Diversity, Equity, and Inclusion


We believe that our employees’ wide variety of backgrounds, skills, and cultures drive our results. We celebrate our diversity, value the contributions of every individual and promote a culture of inclusion.


We respect our colleagues, job applicants, and Third Parties and are committed to ensuring they feel welcomed and valued and are given opportunities to grow, contribute, and develop with us. We support laws prohibiting discrimination and provide equal opportunity for employment, income, and advancement in all our departments, programs, offices, and worksites.


We Promote Diversity

We base employment decisions solely on qualifications, demonstrated skills, and achievements – never on race, ethnicity, color, religion, sex (including pregnancy, sexual orientation, or gender identity), national origin, age, marital status, disability, social background, genetic information, or any other characteristic protected by applicable laws.


Do the Right Thing

·     Be respectful, courteous, and professional in your communications.

·     Do not discriminate against others on the basis of any characteristic protected by law or company policy.



Watch Out For

·     Jokes, comments, or writings, including in emails, messaging apps, and on posters, and other materials, which others might consider offensive.

·     Inappropriate bias – if you manage others, evaluate, and make decisions about your employees using objective and quantifiable standards.




I overheard a coworker use insulting language regarding a job applicant’s race. Should I say something?


Yes. Language like this has no place at Univers. If you feel comfortable doing so, speak directly with your coworker to express your concern. If you don’t feel comfortable, speak with your Line Manager or the HR department. We promote a respectful work environment – for all – where diversity and inclusion are valued.




A Harassment-free Workplace


We believe in an individual’s right to work in an environment free of intimidation, harassment (including sexual harassment), bullying, and abusive conduct. We do not tolerate verbal or physical conduct by any employee that harasses another, disrupts another’s work performance, or creates an intimidating, offensive, abusive, or hostile work environment.


Do the Right Thing

·     Support policies aimed at building a safe, ethical, and professional workplace, and have the courage to speak out about the words or actions of others that make an individual uncomfortable.

·     Do not visit inappropriate internet sites or display sexually explicit or offensive pictures.

·     Report all incidents of harassment and intimidation that may compromise our ability to work together and be productive.

·     Do not participate in, or instigate gossip, or spread rumors that are negative or untrue about our company, a coworker, a customer, or a Third Party. If you have any questions or concerns, raise them to your Line Manager.

·     Avoid any other conduct that could create friction or erode trust.


Watch Out For

·     Harassment, including verbal abuse, physical intimidation, threats, taunting, threatening remarks, obscene phone calls, or stalking.

·     Sexual harassment, including unwelcome verbal or physical conduct of a sexual nature (such as sexual advances or requests for a sexual favor).

·     The display of sexually explicit or offensive pictures or other materials, sexual or offensive jokes or comments (explicit or by innuendo), and leering.




Health and Safety


Each of us is responsible for acting in a way that protects ourselves and others. No matter what job we do or where we do it, we count on each other to actively promote a safe and healthy workplace and report any situation that may pose a health, safety, or security risk.


We also believe that a safe workplace is one where we are each at our best every day. While at work or on company business, we do not use or possess – nor are we under the influence of – illegal drugs or any substance that could harm our health, safety, productivity, or the reputation of Univers. 


A Violence-free Workplace

Violence of any kind has no place at Univers. We won’t tolerate:

·     Acts of vandalism, arson, sabotage, or other criminal activities.

·     Inflicting physical injury on another.

·     Intimidating, threatening, or hostile behavior.

·     Carrying firearms or other weapons onto company property unless there is authorization to do so.


Do the Right Thing

·         Comply with all applicable occupational health and safety laws and regulations and follow the health, safety, and security rules and practices that apply to your job.

·         Keep workstations, aisles, and other workspaces free from potential hazards.

·         Comply with our physical security standards especially as they relate to entering and exiting our facilities and escorting our visitors.

·         Notify your Line Manager immediately about any situation that could pose a threat to health, safety, or security.


Watch Out For

·         Unsafe practices or work conditions.

·         Carelessness in enforcing security standards, such as office entry procedures and password protocols.





Data Privacy


We follow company policies and all applicable laws and regulations in collecting, accessing, using, storing, sharing, and disposing of personal data. We use personal data – and share it with others – only if necessary for legitimate business purposes. We may periodically review and monitor Univers-owned computer systems, messages, and call records for security and other business purposes in line with applicable laws.


Personal Data Includes …


Anything that could be used to identify someone, either directly or indirectly, such as a name, email address, phone number, or credit card number.


Do the Right Thing

·         Respect and protect the personal data of others.

·         Only collect, access, process, store, share, and dispose of personal data in line with applicable laws.

·         Shred or securely dispose of sensitive information, in accordance with our policies.

·         Beware of “free” or individually purchased internet hosting, collaboration, or cloud services that could put personal data at risk.


Watch Out For

·         Failing to shred or securely dispose of personal data.

·         Using “free” or individually purchased internet hosting, collaboration, or cloud services that could put personal information at risk.




I received an email from a coworker that wasn’t meant for me. It contains a list of employee names, phone numbers, and performance review information. I don’t want to get anyone in trouble, but what should I do?


First, you must not read the information or share it with anyone else. Let the sender know that the email was not sent to the intended recipient and then delete the email. Second, report the incident to your Line Manager and the Data Privacy & Compliance department, so any corrective action can be taken, if necessary, and the sender can be coached to prevent a similar incident.







Confidential Information


Information is one of our most valuable assets. So, we are vigilant and keep confidential information and intellectual property (“IP”) secure, limiting its access and use to those who are properly authorized, have a need to know in order to perform their job, and only using it for legitimate business purposes.


Protection of our IP rights is critical to our business. We must promptly disclose to management any inventions or other IP created while employed by Univers, and contact the Legal & Compliance department for questions about the scope of our IP rights and how those rights relate to another company’s products or IP.


We must remember that our obligation to protect confidential information and IP continues even if our employment at Univers ends.


We must not bring or retain any confidential information from former employers or share or accept such confidential information in the course of work at Univers.


Intellectual Property Is …

The creative thoughts, ideas, and processes behind what we make. It includes:

·      Innovations and designs

·      Systems, software, and technology

·      Patents, trade secrets, trademarks, and copyrights

·      Marketing plans and customer lists

·      Company initiatives (existing, planned, proposed, or developing)



Confidential Information Is …


Confidential information is any information or material not generally available to the public that relates to a company’s business, R&D activities, customer, employees, or Third Parties. Examples of our confidential information include:

·      Business, strategic, and marketing plans

·      Pricing or target margins

·      Contract terms and conditions

·      Product road maps and R&D programs

·      Strategic initiatives

·      Customer lists

·      Trade secrets and other IP

·      Methods, know-how, and techniques

·      Systems, software, and technology

Do the Right Thing

·         Promptly disclose to the company management any inventions or other IP that you create while you are employed by Univers.

·         Properly label confidential information to indicate how it should be handled, distributed, and destroyed.

·         Only store or communicate company information using Univers information systems.

·         Never use, modify, or disclose confidential information about our company, customers, or Third Parties without express authorization or appropriate non-disclosure agreements.


Watch Out For

·         Discussions about confidential information in places where others might be able to overhear – for example in restaurants, elevators, planes, and public transportation, and when using your phone.

·         Sending confidential information using insecure wireless access points, to unattended fax machines or printers.

·         Using confidential information of other parties that may be proprietary or restricted from disclosure.





Safeguarding Univers’s Assets  


Each of us is personally responsible for being a good steward of company assets, using them responsibly and safeguarding them from fraud, waste, and abuse. We comply with all the information security policies and procedures, correctly use, and operate Univers’s assets. Personal use of company assets is discouraged, but where permitted, should be kept to a minimum, have no adverse effect on productivity, the work environment, or our reputation, and should not be used for outside work or personal gain.


Any information created, shared, or downloaded onto company systems belongs to Univers, and we have the right to review and monitor system use at any time, without providing notification, to the extent permitted by law.


Physical and Electronic Assets

Company assets are the resources (tangible and intangible) owned by Univers and provided to you to do your work. Physical assets include Univers facilities, materials, and equipment. Electronic assets include computer and communication systems, software, and hardware. Files and records are also company assets, and we have a responsibility to ensure their confidentiality, security, and integrity, too.


Do the Right Thing

·         Use company assets to do your job, never for anything improper or illegal.

·         Maintain good physical security practices.

·         Observe cybersecurity and data privacy best practices to protect our electronic assets:

·         Only use software that has been properly licensed. Questions about whether or not a particular use of software is licensed should be directed to the IT department and the Cybersecurity department.

·         Beware of phishing attempts – use caution in opening email attachments from unknown senders or clicking on suspicious links. Do not share passwords or allow other people, including friends and family, to use Univers resources.


Watch Out For

·         Use of Univers assets without authorization or approval.

·         Excessive use of company assets for personal purposes.

·         Physical security breaches – be alert to, and report, any individuals in our facilities who don’t have proper credentials.

·         Copying or using unlicensed or “pirated” software on company computers or other equipment to conduct company business – this practice could put our systems at risk and is strictly prohibited.

·         Viewing or sending inappropriate materials using Univers’s assets.




Can I transfer company information, which will include personal data, from Sharepoint onto a memory stick so that I can work on the information when I am away from the office. Is this allowed?


No. Consult the Cybersecurity department for assistance and guidance.




Media and Communications


We are committed to maintaining honest, professional, and lawful communications and to meeting our obligation to provide full, fair, and timely disclosure in all reports and documents that describe our business and financial results. We have authorized specific employees to speak on our behalf to ensure information about our company is both accurate and consistent. Each of us must help the company ensure that only authorized persons speak on behalf of Univers.



Do the Right Thing

·         Refer any communications from the media, investors, stock analysts, and members of the financial community to the Marketing department.

 ·         Seek approval from your Line Manager and the Marketing department before agreeing to give public speeches, participate in panels, or write articles for professional journals or other public communications that relate to Univers.

·         Be mindful of what you post on social media. Never post content that is disrespectful, harassing, or discriminatory in any of your communications.



Watch Out For

·         The temptation to use your title or affiliation outside of your work for Univers without making it clear that the use is for identification only.

·         Invitations to speak “off the record” to journalists or analysts who ask you for information about Univers or its customers or Third Parties.


Social Media

Be careful when writing communications that might be published online as these communications could reflect on you or Univers. You should therefore be careful about what you post on your social media. If you participate in internet discussion groups, chat rooms, bulletin boards, blogs, social media sites, or other electronic communications, even under an alias, never give the impression that you are speaking on behalf of Univers.




I was reading an article online that had some inaccurate information about our company. Can I respond in the comment section to correct this misinformation?


If you believe a false statement about our company has been posted, do not comment or respond, even if your intent is to “set the record straight.” Your posting might be misinterpreted, start false rumors, or may be inaccurate or misleading. Instead, contact the Marketing department about the article and allow them to respond on behalf of our company.





Bribery and Corruption


We are committed to complying with all applicable anti-corruption laws. Any form of bribery and corruption will not, therefore, be tolerated, including facilitation payments (also known as “grease payments”) and “kickbacks.” To support our endeavors to prevent bribery and corruption, we screen and monitor Third Parties who work on our behalf to make sure they operate in strict compliance with our standards and the law and maintain accurate records of all transactions.


Do the Right Thing

·         Be aware that a bribe can be something other than cash (including cash or gift cards, gift vouchers, and shares) – bribery is giving or receiving anything of value (or offering to do so) in order to obtain any commercial, contractual, regulatory, or personal advantage.

·         On a risk-sensitive basis (i.e., proportionate to the level of risk of bribery), conduct an appropriate level of due diligence on prospective Third Parties and in situations where “red flags” would indicate further screening is needed.

·         Never give anything of value inconsistent with local laws and regulations. Only offer and accept gifts and entertainment that comply with our policies and accurately and completely record all payments to Third Parties.

·         Avoid giving gifts or entertainment when their timing could be seen as an attempt to influence or reward an outcome. For example, when a decision is going to be made to award a contract in a public tender in relation to which we have placed a bid.


Watch Out For

·         Facilitation or “grease” payments – small payments made to a low-level government official that are intended to encourage the official to perform their responsibilities.

·         Agents who do not wish to have all terms of their engagement with Univers clearly documented in writing.

·         Be aware that the rules for what we may give to or accept from government officials are much stricter.

·         Where a gift or offer of hospitality exceeds the threshold amount in our Anti-Bribery and Corruption Policy – before giving or receiving such a gift or offer, you must obtain prior approval and register it via our G&H Register.


Government Officials

Government officials include government employees, political parties, candidates for office, employees of public organizations, and government-owned entities.




When traveling, I received a gift from a business partner that I believe was excessive. What should I do?


You need to seek guidance from your (i) Function or Business Head; (ii) Line Manager; or (iii) Cost center owner before you receive the gift. In case of further doubt, all queries should be directed to the Legal & Compliance department. We may need to return the gift with a letter explaining our policy. If a gift is perishable or impractical to return, another option may be to distribute it to employees or donate it to charity, with a letter of explanation to the donor.




Anti-Competition/Antitrust and Fair Competition


We believe that everyone benefits from a thriving marketplace. We are committed to free and open competition. We do not engage in practices that may restrict competition or try to gain competitive advantages through unethical or illegal business practices. Anti-competition/anti-trust laws and regulations are complex, and if violated, can result in substantial fines for both a company and its employees. You should, therefore, seek help with any questions about what is appropriate and what isn’t.


In collecting business intelligence about our competitors, we observe the highest ethical standards. We obtain competitive information only through legal and ethical means, never through misrepresentation, fraud, deception, or the use of technology to “spy” on others. Sharing competitively sensitive information with competitors (whether that information belongs to us or our Third Parties) is always prohibited.


Do the Right Thing

·         Do not engage in conversations with competitors about competitively sensitive information or enter into agreements with competitors or others to engage in any anti-competitive behavior.

·         Be careful when accepting competitive intelligence from Third Parties. You should know and trust their sources and be sure that the information they provide is not protected by trade secret laws, non-disclosure, or confidentiality agreements.

·         Respect the obligations of others to keep competitive information confidential, including former employees of competitors.

·         Do not wrongfully interfere with existing relationships between our competitors and their customers.


 Watch Out For

·         Anti-competitive behavior including:

  • Bid-rigging – when competitors or service providers manipulate bidding so that fair competition is limited. This may include comparing bids, agreeing to refrain from bidding or knowingly submitting non-competitive bids.

  • Collusion – when companies secretly communicate or agree on how they will compete. This could include agreements or exchanges of information on pricing, terms, wages or allocations of customers, suppliers, or markets.

  • Tying – when a company with market power forces customers to agree to services or products that they do not want or need.

  • Predatory pricing – when a company with market power sells a service below cost to eliminate or harm a competitor, with the intent to recover the loss of revenue later by raising prices after the competitor has been eliminated or harmed.

·         Bringing papers or computer records from prior employers in violation of laws or contracts.

·         Using anyone else’s confidential information without appropriate approvals.

·         Using job interviews as a way of collecting confidential information about competitors or others.

·         Suggestions from Third Parties for new products, product features, or services when the source of the original idea is not fully known.




I recently heard about a meeting a competitor is holding at a conference that I’ll be attending. I don’t think they will allow me to attend if they know I’m from Univers. May I attend as long as I keep my identity a secret?


No. Gathering information about competitors is a legitimate business activity when done the right way. Disguising – or not disclosing – your identity is not the right way. And your attendance at a competitor event could even raise antitrust concerns. Always maintain high standards and be sure to avoid even the appearance of anything improper.




Insider Trading


We comply with insider trading laws. Anyone at Univers may learn material, non-public (“inside”) information about our company or other publicly traded companies, but we don’t use this information or disclose it to others so they may trade (a practice known as “tipping”). If you learn inside information, you should not act on it until the information has been made public. Failure to observe this prohibition could expose you and Univers to civil and criminal penalties.




Material Information Is …

Information a reasonable investor would take into consideration in deciding whether to buy or sell a security, for example, information about:

·         A significant product development

·         The gain or loss of a major customer, supplier or contract, proposed merger, acquisition, or disposition

·         A significant expansion or cutback of operations

·         Projections of future earnings or losses

·         Initiation or settlement of lawsuits

·         Major changes to management or control


Do the Right Thing

·         Respect every company’s right to protect its inside information.

·         Never buy or sell securities of any company when you have insider information about that company.

·         Protect material non-public information from the general public including information in both electronic form and in paper copy.

·         Discuss any questions or concerns about insider trading with your Line Manager or the Legal & Compliance department.


Watch Out For

·       Requests from friends or family for information about companies that we do business with or have confidential information about – even casual conversations could be viewed as illegal “tipping” of inside information.

·       Sharing material non-public information with anyone, either on purpose or by accident, unless it is essential for Univers-related business.




Global Trade Compliance


We have global operations that support a worldwide customer base. To maintain and grow our business, we strictly comply with all applicable laws and regulations that:


·         Govern the import, export and re-export of our products, technology, and software.

·         Impose trade embargoes and economic sanctions which prohibit some or all business activities with certain countries and their nationals, or with specific entities or individuals.

·         Prohibit unsanctioned boycotts, or refusals to trade with a specific country.


Every person at Univers whose responsibilities include exporting products or receiving imported products, has a responsibility to screen customers, suppliers, and transactions to ensure that we comply with all applicable requirements.


Do the Right Thing

·         Be aware that any violation of import or export laws, even through ignorance, could have damaging and long-lasting effects on our business.

·         Obtain all necessary licenses before the export or re-export of products, services, or technology.

·         Report complete, accurate, and detailed information regarding every imported product, including its place(s) of manufacture and its full cost.

·         Direct any questions you have regarding imports or exports of our products, parts, or technology to the Legal & Compliance department.


Watch Out For

·         Transporting company assets that contain certain technology (such as a computer an associate takes on a business trip) to another country.

·         Transferring technical data and technology to someone in another country, such as through email, conversations, meetings, or database access. This restriction applies to sharing information with colleagues, as well as non-employees.



Anti-Money Laundering


We are committed to conducting business in a way that prevents money laundering and to complying with all anti-money laundering and anti-terrorism financing laws wherever we operate. Report any suspicious financial transactions and activities to your Line Manager, the Finance department, the Legal Director or the Regulatory and Compliance Counsel. You may also report anonymously via the SpeakUp reporting platform.



Money Laundering Is …

The process to make “dirty money” (proceeds from criminal activities) look “clean” (or legitimate) by concealing the benefits derived from criminal conduct so that they appear to have originated from a legitimate source. It is a global problem that can undermine a company’s integrity, damage its reputation, and expose both a company and the individuals involved to severe sanctions.


Watch Out For

·         A customer or Third Party which refuses to provide identification documents or the identification documents that are provided are not official or appear to be fake or otherwise tampered with.

·          Payment to or from individuals or businesses that have no apparent or logical connection with the customer, Third Party, or with the transaction.

·         Payment to or from countries considered high risk for money laundering or terrorism financing.





Accurate and Complete Recordkeeping


Accurate recordkeeping is not the job of one person, one team, or one department. Some employees have special responsibilities in this area, but all of us contribute to the process of recording business results or maintaining records.


We are responsible for making sure the information we record is accurate, timely, and complete, as well as maintained and disposed of in a manner that is consistent with our internal controls, disclosure requirements, and legal obligations. Our books and records must accurately and fairly reflect our transactions in sufficient detail and in compliance with our accounting practices and policies. 


Do the Right Thing

·         Be guided by the principles of transparency and truthfulness, creating business records that accurately reflect the truth of the underlying event or transaction.

·         Never conceal wrongdoing or permit others to do so, and never hide or destroy documents in response to – or in anticipation of – an investigation or audit.

·         Direct questions or concerns about retaining or destroying corporate records to the Data Privacy & Compliance department.

·         Comply with our contract governance process and our system of financial, operational, and compliance controls, including obtaining the appropriate approvals for financial and other business decisions, which form the basis of our authority to act on behalf of Univers.


Watch Out For

·         Records that are not clear and complete or that obscure the true nature of any action.

·         Undisclosed or unrecorded funds, assets, or liabilities.

·         Improper destruction of documents.





We are over budget on a small contract, and our project manager asked me to expense some of my time on that contract to another, separate project. That doesn’t seem right.


It’s not right. Doing what your colleague asks would be falsifying a record and is strictly prohibited by our policies. You have a duty to apply your time accurately to the correct project. Explain to the project manager that you will not comply with their request and why, and then report the situation to your Line Manager or other resource so that the situation can be addressed appropriately.




Fair Dealing


We know that the success of our company depends on building relationships and maintaining trust. We treat our customers, competitors, and Third Parties fairly, as we would like to be treated. We are responsive to requests and questions, and work to understand and meet their needs. We seek a competitive advantage through our exceptional software solutions, services, and support, never through unethical or illegal practices.


Do the Right Thing

·         Tell the truth about our company, our offerings, and our capabilities – never make claims that aren’t true.

·         Never manipulate, conceal, misrepresent material facts, abuse privileged information, or engage in any other unfair dealing practice.

·         If you see or suspect any error, omission, undue delay or defect in quality or our customer service, speak to your Line Manager.


Watch Out For

·         Pressure from a coworker or Third Party to cut corners on quality or delivery standards.

·         Requests from a customer or Third Party to do something you regard as unethical or illegal.

·         Overpromising or the temptation to tell customers what you think they want to hear instead of telling them the truth.




While brainstorming some new ideas for marketing our software, one of my coworkers suggested we include a claim that a competitor’s product doesn’t meet the same standards as we do. It’s something we suspect is true, but we don’t have firm evidence of this. Is it OK to include that claim in our ad?


No. There are certain kinds of claims we can make about our competitors’ products, but only if those claims are truthful and accurate, and we can back them up with solid documentation.



Our Government Business


As a company that participates in the government contracting business, we work to be a good and responsible partner. We are committed to meeting the many special legal, regulatory, and contractual requirements that apply to our government contracts. These requirements may apply to bidding, contract performance, gifts and entertainment, purchasing, accounting, invoices, subcontracting, employment practices, and other matters.


Do the Right Thing

·         If you are responsible for conducting business with the government on behalf of Univers, make sure you know and comply with what’s contractually required as well as all laws and regulations that apply to our government-related work.

·         Be aware that many of the requirements we must meet also flow down to individuals and companies working on our behalf.





Conflicts of Interest


We have a responsibility to make business decisions that are in the best interest of Univers and to use good judgment when doing so. Personal interests or relationships that influence or which could reasonably appear to influence any decision that you make on Univers’s behalf could damage our reputation and business. Although a conflict of interest is not necessarily a problem by itself, you must disclose an actual, potential, or perceived conflict of interest without delay to protect yourself and Univers and whenever mandated by the company.


A Conflict of Interest Can Happen When …

You have a competing interest or activity that could interfere or appear to interfere with your ability to act in Univers’s best interests and duties to Univers.


Examples of areas in which conflicts of interest often arise include:

·         Family or personal relationships

·         Outside employment

·         Corporate opportunities

·         Personal financial interests

·         Serving as a board member or on advisory boards


Do The Right Thing

·         Make business decisions in the best interest of Univers.

·         Avoid actual, potential, and perceived conflict of interest situations whenever possible.

·         Proactively address situations that may put your interests or those of a family member in potential conflict with those of Univers.

·         Disclose any situation that is, or which could be perceived as, a conflict of interest in accordance with our Conflict of Interest and Insider Trading Policy.

·         If you are unsure about whether you may be in a position of conflict, consult the HR department.


Gifts and Entertainment


We know that giving and accepting gifts, meals, and hospitality can build good working relationships, but offers that are lavish (excessive or extravagant) or given/accepted too frequently can send the wrong message, affect our objectivity, and pose a conflict of interest. We only offer and accept gifts and entertainment that comply with our policies and applicable laws and regulations, and we make sure that anything given or received is accurately reported in our books and records.


Do the Right Thing

·         Do not request or solicit personal gifts, favors, entertainment, or services.

·         Make sure that gifts and entertainment are offered to build business relationships, not influence decision-making.

·         Never offer gifts to – or accept them from – a Third Party with whom you are involved in contract negotiations.

·         Comply not only with our policies, but also with the policies of the recipient’s organization before offering or providing gifts or entertainment.

·         Never offer or accept gifts or entertainment – even if it complies with our policies – if the intent is to improperly influence a decision.

·         If you suspect that a coworker or Third Party may be improperly attempting to influence a customer or government official, share your concern immediately. 

·         Obtain approval through our online Gift and Hospitality Register before providing gifts and/or hospitality that meets the reporting thresholds set out in our Anti-Bribery and Corruption Policy.


Watch Out For

·         Gifts of cash or cash equivalents – they are never acceptable.

·         Situations that could embarrass you or our company (e.g., entertainment at sexually oriented establishments).

·         Country-specific gifts and hospitality prohibitions and restrictions that may be set out in our Anti-Bribery and Corruption Policy.


One of our suppliers sent me a gift card. What should I do?


A gift card is a cash equivalent and never permitted. You must return the gift card with a polite explanation that our policy prohibits you from keeping it.


Working With Our Customers, Suppliers, and Partners


Our customers and Third Parties are integral to our success. We look for Third Parties who share our commitment to high standards, and we make sourcing decisions based on objective criteria, assessing their integrity and ability to satisfy our business and technical needs and requirements. All agreements are negotiated in good faith and must be fair and reasonable for both parties.


Conflict Minerals

Revenue from conflict minerals has been linked to funding for groups engaged in extreme violence and human rights atrocities. We work closely with suppliers of raw materials, parts, and components, and we communicate our expectation that suppliers and vendors will comply with all applicable laws, including laws aimed at providing conflict-free minerals. 





Sustainability and Environmental Stewardship


We’re making measurable progress toward net zero and everything that comes next. We’re committed to helping our partners optimize energy systems and reduce carbon emissions, and we’re also dedicated to aggressive climate action in our own operations and across our value chain. We comply with all applicable environmental, health and safety laws, regulations and permits. Contact the ESG Manager if you have any questions about compliance or reporting requirements associated with environmental, health, and safety laws and policies.



Do the Right Thing

·         Address climate change by improving resource efficiency and reducing environmental impact to achieve reduction in greenhouse gas emissions for our operations as well as our customers, partners, and supply chain.

·         Promote the development and utilization of renewable energy to reduce the reliance on non-renewable sources.

·         Support responsible resource use by integrating the Green Procurement Policy into our purchasing process.

·         Aim to transform the economy into a low-carbon and circular one through our products and services.

·         Minimize any negative impacts that our operations may have on the natural environment within the areas of ecosystem health and biodiversity.

·         Proactively seek out opportunities for our employees, partners, and customers to minimize their carbon footprint, waste, energy, and use of natural resources in our own operations and value chain.




Product Quality and Safety


Throughout the product life cycle and project delivery, we ensure that our processes and procedures relating to our products and services meet or exceed our own quality, safety, and performance standards, as well as the standards set by laws, government regulations, and our industry. We expect the same level of commitment from our Third Parties.


Do the Right Thing

·         Do your part to ensure complete and accurate quality testing and performance reporting.

·         Honor our quality commitment – work toward continuous improvement, but never take shortcuts or make exceptions that could compromise the quality or safety of our products and services.

·         If you believe there is an issue or defect that might compromise our offerings, report the issue to your Line Manager or Quality Assurance department immediately.

Human Rights


We believe that human dignity begins with our daily interactions with one another, our Third Parties, and our customers. It includes promoting diversity and doing our part to protect the rights and dignity of everyone with whom we do business. We conduct business in a manner that respects the human rights and dignity of all, and we support international efforts to promote and protect human rights, including an absolute opposition to slavery and human trafficking.


Do the Right Thing

·         Work to engage Third Parties who are committed to fair employment practices and humane workplace standards.

·         Be alert – report any suspicion or evidence of human rights abuses such as forced labor or human trafficking in our operations or in the operations of our Third Parties.



I have heard rumors that one of the Third Parties we’re considering has a reputation for engaging in questionable labor practices. Should I tell someone?


Even if you were not involved in the decision-making process regarding this Third Party, it would be important to share what you heard with the coworkers responsible for making the decision. Whenever you learn about an activity that goes against our policies or could reflect negatively on our company, we count on you to speak up.

Political Activities


Each of us has the right to voluntarily participate in the political process by contributing our time and resources in support of campaigns or candidates. However, you must always make it clear that your personal views and actions are not those of Univers, and never use company funds, time, facilities, or the Univers name for any political purpose without proper authorization.


Do the Right Thing

·         Ensure that your personal political views and activities are not viewed as those of the company.

·         Follow all federal, state, local, and foreign election laws, rules, and regulations as they relate to contributions or expenditures.

·         Never apply direct or indirect pressure on another employee to contribute to, support, or oppose any political candidate or party.

·         Discuss and coordinate in advance with the Legal & Compliance department before engaging in any interactions that could be viewed as lobbying.

·         Avoid even the appearance of making political or charitable contributions in order to gain favor or in an attempt to exert improper influence.

·         Comply with anti-bribery and corruption laws and our Anti-Bribery and Corruption Policy.




A friend of mine is running for political office. Is it OK for me to help with her campaign?


Yes, you are welcome to provide support to your friend on a personal level. Just make sure that your participation takes place outside of work hours, and do not use company assets, facilities, funds, or the Univers name to support the campaign.



Connecting to Our Communities


We believe in engaging responsibly in charitable and philanthropic activities to make a positive impact in the communities where we live and work. As a company, we contribute funds, time, and talent to support company-wide programs and local causes. Each of us is encouraged – but not required – to get involved in the many initiatives Univers supports.


Do the Right Thing

·         Hold our Third Parties accountable – ensure they operate ethically, in compliance with the law, and in a way that is consistent with our Code, our policies, and our values.

·         Remember that our customers and Third Parties place their trust in us, too. Understand and honor the expectations they have with respect to the protection, use, and disclosure of the confidential information they provide to us.

Last modified: 14 Sep 2023