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Building A Universal Culture Of Compliance

Here at Univers where connection is everything, it is how we will make the green energy transition our customers demand and the world needs. We are committed towards achieving this through strict adherence to applicable laws and regulations and to making integrity a central part of our DNA and culture, across all our operations universally.

Our ethics and compliance program, underpinned by the Univers Code of Conduct, applies to all employees, management, directors and third parties representing us. The Code of Conduct sets high standards for ethics and integrity in all our business operations without exception, and empowers our people to make ethical choices in their daily activities with our various stakeholders, including the communities in which we do business.

The Univers Code of Conduct is supported by our Anti-Bribery and Corruption Policy (which covers gifts and hospitality). It reinforces our zero tolerance for bribery and corruption. Our “SpeakUp” whistleblowing program reflects our commitment to “Doing Right While Doing Good” and encourages speak-up if something does not seem right. Univers does not tolerate retaliation against any employee or partner who raises concerns or questions any regarding observed or suspected illegal or improper conduct or a potential violation of Univers Code of Conduct or any Univers policy that he or she reasonably believes to have occurred.

We continuously strive to adapt and improve our ethics and compliance program to address the evolving ethical and legal landscape wherever we do business.

Last modified: 13 Sep 2023

1. 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

2. 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. 

 

Q&A

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:

 

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.

  

Q&A

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.

 

3.  WE RESPECT EACH OTHER

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.

 

Q&A

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.
 
 

Q&A

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.

 

 

4.  WE PROTECT OUR ASSETS AND INFORMATION

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’ 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.
 
 

Q&A

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.

Q&A

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.

5.   WE COMPLY WITH APPLICABLE LAWS

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.

 

Q&A

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.
 

Q&A

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.

6.   WE CONDUCT BUSINESS RESPONSIBLY

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.
 
 

Q&A

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.
 
 

Q&A

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.
 

Q&A

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. 

7.   WE MAKE A DIFFERENCE IN THE WORLD

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.

 

Q&A

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.

 

Q&A

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

1. INTRODUCTION

This SpeakUp Policy (the “Policy”) applies to all Univers group of companies (the “Group”), so when we refer to “Univers”, “company” “we”, “us” or “our”, we mean the relevant company or companies in the Univers group.

This Policy applies to all members of Univers such as employees (full and part-time), contract workers, consultants, officers and directors of the Group (collectively referred to as “Univers Persons” or “you“).

Univers reserves the right to review, revise, amend or replace the Policy, and/or to introduce new policies or guidelines to supplement this Policy from time to time to reflect the changing needs of the business and where necessary, to reflect local variations, additional requirements and/or exceptions to this Policy. It shall be every Univers Person’s responsibility to be aware of and comply with the most updated version of this Policy.

Univers is committed to responsible business practices and always conducting our businesses and operations with integrity and in an honest and ethical manner. It is essential that all Univers Persons, customers, third parties and communities in which we do business are able to report concerns about suspected or actual illegal conduct, unethical behavior or misconduct in our business.

When genuine questions and concerns are brought to our attention through our channels for speaking up, it will enable us to detect potential problems early. This helps minimize potential harm to our Univers, our customers, investors, colleagues, and business partners.

Univers is therefore determined to creating and maintaining a culture where questions can be asked and reports about unethical or illegal conduct or violations of our Code of Conduct, policies and processes, can be made via our various reporting channels without fear or threat of retaliation, and that the reports will be treated seriously, confidentially, fairly and in accordance with applicable laws and regulations.  This commitment is endorsed by our top management and directors of Univers as part of their individual and collective support of our Code of Conduct.

2. GENERAL PRINCIPLES

A. WHEN TO ASK QUESTIONS OR REPORT YOUR CONCERNS

Each Univers Person has a duty to report a violation of applicable laws and regulations, our Code of Conduct, policies and associated processes, or behavior which is not in keeping with our values when such behavior occurs within our company or involves any person with whom we do business.  Remaining silent in such situations may cause serious or irreparable harm to our business and/or individuals affected by such behavior.

You should also ask questions if you are uncertain about whether a particular conduct or planned course of action is legal or ethical, or if you would like guidance on the legality or ethics of a particular work-related matter.

B. WHAT MATTERS CAN YOU SPEAK UP ABOUT?

You should report concerns and/or ask for advice or guidance on actions or conduct that violate applicable laws and regulations, Univers’ values, Code of Conduct and company policies and processes. Such matters could include :-

  • Financial matters such as insider trading, fraud, financial misstatements, money-laundering, terrorist funding, embezzlement, theft or cheating
  • Alcohol or drug misuse
  • Bribery and corruption
  • Matters relating to human rights and labor law violations, including workplace discrimination, harassment (including sexual harassment), misuse of power, abuse, bullying or unfair dismissal
  • Environmental and health and safety matters (e.g. if you have suffered a work-related injury)
  • Conflict of interest
  • Export controls and trade sanctions violations
  • Misuse or breach of intellectual property and/or confidential information
  • Data protection, data privacy or cybercrime
  • Theft, damage to or misuse of Univers’ or a third party’s assets in our custody or control
  • Product and quality concerns
  • Behavior which is anti-competitive / antitrust, unfair or unethical
  • Retaliation against any person who speaks up
  • Forgery, falsification or improper destruction of or tampering with documents and/or information relevant to Univers or its business operations.

This Policy is not intended to deal with any questions or grievances that you may have about your terms of employment (for example, compensation, performance reviews, career development) or to settle any personal issues that you may have with your colleagues. In such instances, you should approach the HR department.

C. HOW TO REPORT YOUR CONCERNS

If possible, if you have a concern about a particular conduct, do consider speaking to the person whose behavior is of concern to you e.g. if a person makes jokes that you find offensive or which make you feel uncomfortable, you could explain to the person who makes the jokes about how you feel. However, if you are uncomfortable to do so, you may use the SpeakUp reporting channels.

These are:-

  • your line manager;
  • the HR department;
  • the Legal and Compliance department; and
  • the “SpeakUp” platform.

As a general guideline, the first person to approach when raising a concern internally is your line manager. However, if you do not feel comfortable or because it is your line manager that you wish to raise a concern about, you may use the other reporting channels that are available in Univers. To help you decide who to approach within Univers if you have any questions or would like to raise concerns internally, refer to the flowchart found in Annexure A.

D. MISUSE OF REPORTING CHANNELS

When you report a concern, the information provided may result in decisions that impact others. Therefore, when making a report, you should know or reasonably believe, at the time that you makes a report, that the information provided is true. A report that is made without an honest belief about the truth of the information provided, or which is deliberately misleading, will be considered to have been made in bad faith. No protection will be afforded to you if you makes a report which is in bad faith. In fact, a report which is deliberately false or misleading will would be a misuse of the channels for reporting genuine concerns. Disciplinary action(s) may be taken against a person who misuses the channels for raising genuine concerns. However, there will not be any negative impact on you if your genuine concerns turn out to be unfounded.

3. ASKING QUESTIONS OR REPORTING CONCERNS VIA THE SPEAKUP PLATFORM

A. METHODS OF SPEAKING UP VIA THE SPEAK UP PLATFORM

The SpeakUp platform is operated by an independent service provider and is available 24/7, 365 days a year. You can ask questions or report your concerns in your own language, via phone or via the internet.

All reports and any question asked will be taken seriously.

You can ask questions or raise concerns by:-

  • Phone. Country specific telephone numbers are found in Annexure B.
  • SpeakUp app called ‘SpeakUp by People Intouch’ from the App Store/Google Play which can be downloaded onto a mobile / cell phone / mobile device. You can click on the following QR Code: –

Step-by-step instructions on how to use the different intake channels via SpeakUp are contained in Annexure B of this Policy.

B. INFORMATION TO BE PROVIDED WHEN REPORTING A CONCERN

If you wish to report a concern via the SpeakUp platform, provide as much factual information as possible. This will enable the teams that will review and/or investigate your concern to do so effectively. The types of information that you should provide include:-

  • The background, history and reason for the report;
  • The names, dates, places and other relevant information;
  • Documents, photos, videos or voice-recordings that may support your report (possible only if the report is made online and subject to limitations in the size of the file).
 

You do not need to have all the facts relating to a matter of concern before making a report. It is important that you do not investigate a matter of concern to gather enough evidence to prove that a reportable violation has occurred. This should be left to the Investigation Team (defined in section 3C below). However, try to provide reasonably sufficient information to enable the Investigation Team to make at least preliminary assessments about the nature of your complaint and the individual(s) or entities involved.

 

C. WHAT HAPPENS AFTER YOU HAVE asked a question or raised a concern VIA THE SPEAK UP PLATFORM?

Acknowledgement

Once you have successfully submitted a concern or asked a question, the SpeakUp platform will acknowledge / confirm that your message has been received by the system.

Initial Review

A Triage Team (whose primary function is to conduct a preliminary high level assessment of every message received via the SpeakUp platform to determine matters such as the nature of an allegation that has been reported) will conduct an initial review of your question or report. The Triage Team will also determine the appropriate course of action and will assign the report to an appropriate person or team to answer your question, further review your concern and/or conduct an investigation (“Investigation Team”).

You will also receive a response from the Triage Team or the Investigation Team within 7 days of receiving your report.

Answering Questions, Further Review and/or Investigation

If you have asked a question that does not require any further review and/or investigation, your question will be answered as soon as possible. You may also be directed to reach out directly to the appropriate department if your matter does not fall under the scope of this Policy.

If you have made a report, the Investigation Team will determine if there is sufficient merit to your report, and may:-

  • reach out to you to request for more information;
  • ask if you are willing to be interviewed;
  • to the extent practicable, give you an estimate of how long it will take to handle your case;
  • provide you with regular updates on the progress of its investigation, to the extent that it would be legal or appropriate to do so; and/or
  • propose other means to resolve the concern e.g. mediation.

The timeframes for such steps will depend on various factors such as the complexity and the nature of a case. However, the Investigation Team will proceed without unreasonable delay to address any report.

Further reviews and/or investigations will be conducted by the Investigation Team primarily through desk reviews and witness interviews may be conducted as necessary.

Reporting

After completing an investigation, the Investigation Team will report its findings and recommendations to the Head of Legal and Regulatory and Compliance Counsel, which will endorse, modify or make their own recommendations on measures to be taken by the relevant Univers department(s) and/or company,

You will also be informed of the outcome of the investigation unless doing so would otherwise violate applicable law, confidentiality obligations and/or other third party rights. (It is important to remember that even a person who is accused of wrongdoing is entitled to confidentiality.)

Actions

The Investigation Team will ensure that the measures endorsed, modified or made by the Head of Legal and Regulatory and Compliance Counsel are executed by the relevant Univers department(s) and/or company.

Reporting and Closure

The Investigation Team will close the case after its investigation and recommended measures have been executed.

You will be notified once a case has been closed even if you are not informed of the outcome of an investigation.

All matters falling within the scope of this Policy that are submitted via the SpeakUp Platform will be handled in accordance with an investigation protocol.

4.    PROTECTING A PERSON WHO REPORTS A CONCERN

Regardless of the channels used to report a concern internally, the following key principles are applied to anyone who reports a concern made through any of our channels for speaking up:-

A. CONFIDENTIALITY

Any report which you make in accordance with this Policy will be treated with strict confidentiality. Information will only be shared with a limited number of people on a need-to-know basis. Information will only be shared if required to do so by applicable law, an important public interest is at stake and/or if it is absolutely necessary in order to properly investigate the matter complained about. In principle, any person under investigation will be informed that he or she is the subject of a report being investigated as soon as possible unless the notification may jeopardize the investigation, violate applicable law or if there is a risk of retaliation against you as the person making a report.

Regardless of all measures taken to protect your confidentiality, it can never be fully guaranteed that you will never be implicated by the person under investigation. Univers also has the right to make such disclosures as may be necessary to comply with applicable laws and regulations and/or to seek independent legal advice.

B. ANONYMITY

Although it may be possible to report anonymously, it would be better if you disclose your identity when reporting via SpeakUp so that :-

  • your concerns can be addressed more efficiently. (For example, the Investigation Team has easier access to you and ask for more details from you);
  • we can provide more effective protection from retaliation as required under applicable laws and regulations (if you’re likely to suffer any); and
  • any suspicion that the report has been done maliciously or in ‘bad’ faith can be avoided or minimized.
 

C. DATA PRIVACY

Personal data processed for the purpose of responding to reports will be processed by Univers in a transparent, fair, ethical and lawful way. Our Data Privacy and Protection Policy describes our minimum requirements for processing personal data and ensuring that we comply with applicable data protection laws and regulations. 

Such personal data will be kept confidential and will only be used for the purposes described in this Policy, and/or to comply with applicable laws and regulations. 

Personal data is processed in our legitimate interests to detect unethical behaviour and misconduct. In addition, personal data may be processed in order for us to comply with our obligations under applicable laws and regulations that requires us to implement whistleblowing processes and systems.

During the course of reporting a concern and/or the response to a report, personal data will be transferred across borders (i.e. outside of the country where a report is made).

When you report using the SpeakUp platform, personal data provided in the report will be hosted in the Netherlands and France. Translators who are used in relation to reports made by telephone which are not in English are located in countries with adequate levels of data protection. Personal data may also be shared with authorized employees within Univers in order to respond and handle reports made under this Policy, to monitor the reports and to have oversight of this Policy. Such transfers are subject to adequate safeguards for the protection of personal data in third countries. Where required, personal data may also be shared with third parties as may be necessary to provide support in our review and response to reports made under this Policy. These third parties have adequate technical and organizational measures and contracts have or will be put in place with them to enforce their obligations under applicable data protection laws.

If your personal data is processed in relation to a report that you make under this Policy, Univers will protect your in relation to your personal data as is accorded under applicable data privacy laws. This usually includes the right to be informed, to access, to rectify, to delete, to restrict processing, to object to and to lodge a complaint in respect of your personal data. If you do make a request about your personal data that you provide to us when you make a report or when requested by the Triage and/or Investigation Teams, your request will be reviewed on a case-by-case basis and responded to in accordance with Univers’ policies relating to data privacy and data protection.

D. NON-RETALIATION

As part of our commitment to complying with applicable laws and regulations applicable to whistleblowing and to creating a culture where all Univers Persons feel comfortable to speak up promptly about improper conduct, we do not condone and any form of retaliation, or allow any adverse action to be taken against anyone simply for asking questions, reporting their concerns in good faith and/or who co-operate with an inquiry or investigation.

Retaliation could take the form of any of the following and will not be tolerated :-

  • Suspension, lay-off, dismissal or equivalent measures

  • Demotion or withholding of promotion

  • Transfer of duties, change of location of place of work, reduction in salary or change in working hours

  • A baseless negative performance assessment or employment reference

  • Imposition or administering of any disciplinary measure, reprimand or other penalty, including a financial penalty

  • Coercion, intimidation, harassment or ostracism

  • Discrimination, disadvantageous or unfair treatment

  • Failure to convert a temporary employment contract into a permanent one, where you have a legitimate expectation that you would be offered permanent employment

  • Failure to renew, or early termination of, a temporary employment contract

  • Causing harm or threatening to cause harm to a person making a report, their family members, their personal property or their reputation

  • Early termination or cancellation of a contract for goods or services.

If you have been threatened with or if any of the above measures have been taken against you after speaking up about your genuine /legitimate concern or after you have assisted with an inquiry or investigation, you should speak up about it.

Univers will take prompt corrective measures to deal with any instance of retaliation which is found or suspected. Retaliation or a threat of retaliation is a disciplinary matter which might lead to dismissal. Retaliation can also be a violation of applicable laws and regulations, leading to potential civil liability and criminal penalties.

It is important to note that if you have been involved in improper conduct, you may not receive the same protections set out in this Policy by making a report about improper conduct that you were involved in.

5. POLICY RELATED CONCERNS AND QUESTIONS

If you believe that a concern that you have raised under this Policy has not been properly handled, are dissatisfied with the outcome of a report, or are concerned about retaliation,  ou can take the matter directly to the Legal and Compliance department..

Any questions relating to this Policy can also be made to the Legal and Compliance department.

ANNEXURE A

ANNEXURE B

Univers Organizational Code is:- 10365

INSTRUCTIONS ON USING THE SPEAKUP PLATFORM

Via the Web

Step 1: Have a pen and paper ready.

Step 2: Click on https://univers.speakup.report/compliance to report in English. Alternatively, you can scan the following QR code:

Step 3: To make a new report, click on the “New Report” icon. (Refer to the same image above)..

Step 4: You will be given a random report number. Write down the number as you will need it to log back in later at a later date to check the status of your report or if you want to correct or add to your report. You will also be prompted to create a password. You will need the password [1]to log in and the report no to check on your report. (See screenshot below)

Step 5: Type your message. If you would like to include an attachment (like a photo), click on the paperclip icon on the message page (refer to screenshot below):-

Use the paperclip icon for attachments

Step 6: When you are finished, click “Send message’ in order to leave your report.
Step 7: You will be prompted whether you confirm that you wish to submit your report. If you want to review your report again, click the “cancel” button. If you are sure that want to submit your report, click “Send”.

Step 8: You will receive a confirmation of submission of your report. Don’t forgot to keep your report number as stated in the acknowledgement notice. (see sample report acknowledgement below).

Step 9: Check the status of your report after 1 week. The Triage or the Investigation Teams may need further information for you or may update you on the status of their review of your report. To do this, go back to the same URL, enter your report number and password. Although you have the option of leaving your email address, please do not do so.

 

Via the Phone

Step 1: Have a pen and paper ready.

Step 2: Dial the phone number for the country that you are located in. (Refer to Annexure B). Please note that most, but not all countries, have a toll-free phone number which you can call to make your report.

Step 3. The voice prompts will ask you for your ‘Organization code. Key in our Organization code:  10365. 

Step 4: Select the language in which you want to leave your message.

Step 5: You will receive a random number called a  ‘Report number’. Write down the Report number which you will need in order to check back on the status of your report

Step 6: You will also be asked to create a PIN Code /PIN Number. You will also need your PIN Code / PIN number to check on the status of your report or if you want to correct or add to it.

Step 7: After the tone, speak your message. Make sure to pronounce clearly, and ideally spell out any names or locations. Your message will be recorded as you will not be speaking directly to a person at the other end of the line.

Step 8: Once you have finished your message, press 1 or just hang-up.

 

Via the SpeakUp App

Step 1: Download the SpeakUp People Intouch’ app from the App Store/Google Play.  Scan the following QR Code:-

The app looks like this: –

Step 2: Open the app to set up your PIN Code/PIN Number by clicking on “Set-Up Your Pin” .

Step 3: Enter your choice on PIN Code /PIN Number and remember it. Otherwise, you will have to uninstall and reinstall the app on your device and you will not be able to access your report.

Step 4: The App will ask you to connect to your organization by scanning the QR code. Alternatively click on “Connect Manually” at the bottom of the page and enter Univers’ organization code (103615).

Step 5: You can now make your report when you see the following screen. Press the ‘+ New report’ button.

Step 7: You can type your report or record a message. Click on “Write a message” to leave a written message or click “Record a voice message” to leave a voice message. (If you leave a voice message, it will be transcribed and Univers’ Triage and/or Investigation team will only be able to read the transcription of your voice message. They will not be able to listen to it.)

Step 8: Click on “Yes, notify me” if you want to be notified by the app of any responses. Otherwise, click “No, thank you”.

Step 9: Log out.

Step 10: Log in again to check back on the status of your report.

[1] Passwords must be minimum 12 characters long and must contain at least: one number, one uppercase letter, one lower case letter and one special character (!@#$%^&*)

Last modified: 13 Sep 2023

Univers Modern Slavery Statement

References to “Univers Persons” shall mean all members of Univers, such as employees (full and part-time), contract workers, consultants, officers and directors of Univers[1]. In this Statement, slavery and human trafficking are referred to as modern slavery.


Introduction

Modern slavery is a heinous crime and a morally reprehensible act that deprives a person’s liberty and dignity for another person’s gain. Every organisation is at risk of being involved in this crime through its own operations and its supply chain. At Univers, we have a zero-tolerance approach to modern slavery and are fully committed to preventing such abuses in our operations and supply chain. We will not knowingly deal with any business involved in modern slavery and have taken concrete steps to tackle modern slavery, as outlined in this Statement. This Statement sets out the actions that we have taken to understand all potential modern slavery risks related to our business, and to implement steps to prevent modern during the financial year 2022.

 

Our business and supply chains

A global AloT software leader in Net Zero, Univers is committed to becoming the world’s leading net zero technology partner for enterprises, governments, and cities to accelerate progress and improve their citizens’ quality of life.

EnOS™, Univers’ proprietary AloT operating system, connects and manages more than 200 million smart devices and 560 gigawatts of renewable energy assets globally across its EnOS™ Renewables, EnOS™ City and EnOS™ Ark solutions. The company has over 1000 employees and 19 offices across Singapore (where we are headquartered), the United Kingdom, the Netherlands, France, Germany, Norway, the United States, Japan, Malaysia, China and India.

We establish a relationship of trust and integrity with all our suppliers, which is built upon mutually beneficial factors. Our supplier selection and on-boarding procedure includes due diligence of the supplier’s reputation, respect for the law, compliance with health, safety and environmental standards and commitment to the principles of the United Nations Global Compact. We did not identify or were notified of any modern slavery practices in our operations or within our supply chains during the financial year 2022. If we become aware of any modern slavery practices involving any of our suppliers, we will take the relevant steps including terminating our contracts with such suppliers.


Risk assessment

In the past year, we conducted a risk assessment of our supply chain by taking into account:

  • The risk profile of individual countries based on the Global Slavery Index;
  • The business and/or services rendered by our suppliers;
  • The presence of vulnerable demographic groups; and
  • A news analysis and the insights of labour and human rights groups.

This assessment determines our response and the risk controls that we implement.


Policies

Univers has adopted a number of policies to assess and address risks of modern slavery. These include:

  • “Speak Up” Culture – we encourage a “speak up” culture among all Univers Persons, customers and suppliers to report any unethical or illegal business conduct and any violations of our Code of Conduct (“our Code”) or company policies. Our commitment to creating this culture is enshrined in our Code and SpeakUp Policy. We provide an independently managed whistleblowing platform available 24/7/365 in over 68 different languages so that concerns (including instances of modern slavery) can be reported anonymously without fear of retaliation.
  • Code of Conduct – our Code commits all Univers Persons to the highest standards of integrity, sets out our commitment to respecting the human rights and dignity of every person we deal with in the course of our business, and supporting international efforts to promote and protect human rights, including an absolute opposition to modern slavery. Doing the right thing under our Code expressly includes working to engage third parties who are committed to fair employment practices and humane workplace standards; to being alert for evidence of human rights abuses such as forced labour or human trafficking in our operations or in the operations of our supply chain and to report such abuses.
 
 

Supplier due diligence

Univers conducts appropriate due diligence on new suppliers during on-boarding and on existing suppliers at regular intervals including their commitment to human rights and fair employment practices.


Awareness

Univers has raised awareness of modern slavery issues by communicating our Code and related policies to all Univers Persons and making our Code and policies readily available.


Training

In addition to the awareness programme, Univers provides e-learning courses to Univers Persons on our Code.


Measuring how we are performing

Univers has defined a set of key performance indicators and controls to combat modern slavery and human trafficking in our organisation and supply chain.


Ongoing Improvement

We are committed to incrementally improving our processes and procedures for procuring goods and services, to assess modern slavery risks and to eliminate them wherever possible (including through the use of appropriate contractual terms).

 

Signature

In accordance with the U.K. Modern Slavery Act 2015 and guidance thereunder, this Statement covers the period 1 January 2022 to 31 December 2022 and has been signed by the undersigned directors for and on behalf of Univers U.K. Ltd.


Authorized by :

Timothy Sutherland Naylor     
Director
Univers U.K. Ltd


Authorized by:

Lily Low
Director
Univers U.K. Ltd

[1]   The term “Envision Digital” as used in this Statement refers collectively to Univers Pte Ltd and its subsidiaries, including Univers U.K.Ltd.

Last modified: 14 Sep 2023

Univers is committed to creating a diverse, safe, and inclusive environment for our people to thrive in. As an equal opportunity employer, all employment decisions and advancement opportunities at Univers are based on merit, qualifications, skills, and abilities. Qualified applicants will receive consideration for employment regardless of age, race, gender, color, marital status, religion, sexual orientation, disability, social or ethnic background, trade union membership, or other attributes unconnected to merit. 

Last modified: 12 Oct 2023

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