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Code of Conduct

Download Corporate Governance DocumentationCode of Conduct and Business Ethics

Table of Contents

1.0 INTRODUCTION
2.0 OUR SHARED RESPONSIBILITIES
2.1 EMPLOYEE RESPONSIBILITY
2.1 BOARD AND EXECUTIVE RESPONSIBILITY AND ACCOUNTABILITY
3.0 OUR PEOPLE
3.1 DISCRIMINATION AND HARASSMENT
3.2 EMPLOYEE PRIVACY
3.3 EMPLOYMENT LAW
3.4 OUR COMPENSATION
4.0 OUR WORKPLACE
4.1 HEALTH AND SAFETY
4.2 ALCOHOL AND ILLEGAL DRUGS
4.3 VIOLENCE AND THREATS
4.4 RESPONSIBLE USE OF THE INTERNET
5.0 OUR BUSINESS PRACTICES
5.1 ACCURACY OF ACCOUNTING RECORDS
5.2 CUSTOMER RELATIONS
5.3 CONFLICT OF INTEREST
5.3.1 FINANCIAL INTEREST IN OTHER COMPANIES, THIRD PARTIES
5.3.2 INSIDER TRADING AND SHARE DEALING CODE
5.3.3 SECONDARY EMPLOYMENT AND OUTSIDE ACTIVITIES
5.3.4 POLITICAL ACTIVITIES AND CONTRIBUTIONS
5.3.5 HIRING AND MANAGING OF RELATIVES
5.3.6 PROTECTION OF REDKNEE ASSETS, PROPERTY, TRADE SECRETS AND CONFIDENTIAL INFORMATION
5.3.7 COMPANY, THIRD-PARTY ASSETS AND PROPERTY
5.3.7 USE OF CONFIDENTIAL INFORMATION
5.4 PROHIBITION OF IMPROPER PAYMENTS, ANTI-CORRUPTION LAWS, BUSINESS COURTESIES, BRIBERY AND KICKBACKS
5.5 ANSWERING OUTSIDE REQUESTS FOR INFORMATION
5.5.1 ENVIRONMENTAL LAWS AND PRACTICES
5.6 CONSULTANTS, CONTRACTORS AND OTHER NON-EMPLOYEES
5.7 FAIR COMPETITION
6.0 RAISING CONCERNS OR REPORTING VIOLATIONS
6.1 RESOLVING ISSUES AND CONCERNS
6.2 PENALTIES FOR VIOLATIONS
7.0 QUESTIONS, CONCERNS, ADDITIONAL INFORMATION

1.0 INTRODUCTION

From its inception, the employees of the Redknee group of companies ("Redknee" or "the Company") have taken pride in conducting our global business in a manner of high ethics with strict adherence to the laws and regulations of all the countries in which we do business.

The Code captures the  essence of our business approach. We share a collective accountability to continue to build the reputation of Redknee by conducting ourselves with integrity and fairness while executing the Company's business. It is incumbent on every team member to consider the impact their actions have on the credibility of the entire company. The Code also applies to the members of the Board of Directors of Redknee.

In this Code, we affirm our principles, provide our employees with a point of reference and a clear path to expose issues of concern,  which might impact the reputation of  the  Company and the  positive work environment we collectively aspire to create and maintain.

Redknee requires its employees to affirm their knowledge of and adherence to the Code on an annual basis as part of their terms of employment. The Company urges all of its employees to review the Code periodically to maintain familiarity with their business-conduct obligations. Adherence to the Code is mandatory for all Redknee employees and forms a part of your employment contract. Failure to adhere to the Code may be a breach of your employment obligations and may result in disciplinary action, including termination of employment, depending on the severity of the breach.

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2.0 OUR SHARED RESPONSIBILITIES

2.1 EMPLOYEE RESPONSIBILITY
It is the responsibility of each employee in every country of operation of Redknee to familiarize themselves with the details of the Code. Every employee must be comfortable seeking guidance and understanding how to report concerns regarding compliance or potential violations. If you have questions or concerns about potential violations or wish to seek guidance about the Code, please contact our Vice President, Human Resources. As an employee of Redknee, you have a duty to report any suspected or actual violations of this Code and any Redknee policy.

2.1 BOARD AND EXECUTIVE RESPONSIBILITY AND ACCOUNTABILITY
It is the responsibility of the Chief Executive Officer of the Company to ensure adherence to the Code. The Chief Executive Officer must create an environment where employees are comfortable raising questions and issues without fear of  retaliation. The Vice President, Human Resources and the Human Resources Department are responsible for addressing many of the issues outlined in the Code. The Human Resources Department will create procedures to help  employees comply with the ethical business conduct expectations of the Company.

It is the responsibility of the Board of Directors to provide oversight and ensure that it is aware of any significant breaches to the Code and the proposed remedial actions. The Board is also responsible for approving the Code and any subsequent amendments.

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3.0 OUR PEOPLE

Redknee commits to the principle of equal opportunity employment for all employees. We base our employment decisions on company needs, job requirements and individual qualifications without regard for characteristics such as age, gender, disability, marital status, color, race or any other status protected by the laws or regulations in the countries in which we operate. Redknee does not tolerate discrimination or harassment of our employees.

3.1 DISCRIMINATION AND HARASSMENT
Redknee employees should report any known or suspected incident of discrimination, harassment or other inappropriate conduct directed at themselves or others to the Human Resources Department, their manager or a member of the Executive Team. The Company will treat all reports confidentially to the extent possible, investigate them promptly and take corrective action when appropriate. There will be no retaliation or reprisal against an employee who files a report in good faith.

Q: I have a lot of fun working with some people in my group, but others just don’t seem to appreciate my off- color sense of humor. Should I be concerned about that?

A: Yes, because “off-color” jokes are often inappropriate for the workplace. If coworkers seem offended by your sense of humor, then you may, in fact, be guilty of harassment. Even if it doesn’t go quite so far, you would be well advised not to walk the line between appropriate and inappropriate behavior.

Q: I reported what I felt was minor discrimination on the part of my supervisor last month and now I’ve been transferred to another position with less pay. What can I do?

A: You can speak up about it. Redknee does not tolerate retaliation, especially in response to a staff member speaking up in good faith about something he or she feels is wrong. Talk to any trusted manager, a member of the Human Resources Department or call “Alertlinet”, our toll-free, anonymous, third-party reporting hotline.

3.2 EMPLOYEE PRIVACY
Redknee will comply with privacy and data protection legislation as required by the countries in which we do business. These laws apply to employee, customer and third-party information. Redknee will only acquire personal information as necessary for effective operations. Access to information will be restricted internally and only made available on a business needs basis.

3.3 EMPLOYMENT LAW
Redknee abides by all employment laws in the countries in which we do business. Employees should direct questions or concerns regarding local labour laws to the Human Resources Department.

3.4 OUR COMPENSATION
Redknee commits to a merit-based compensation plan rooted in the goal of providing the highest rewards to employees who contribute the most to the success of the Company.

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4.0 OUR WORKPLACE

4.1 HEALTH AND SAFETY
Redknee commits to preserving the health and safety of our employees, contractors and others working at our facilities globally. Redknee will conform with the applicable laws and regulations relating to workplace protection. Details about laws and regulations concerning health and safety at Redknee can be accessed through our Human Resources department.

4.2 ALCOHOL AND ILLEGAL DRUGS
Redknee employees may not consume alcohol or use, possess or distribute illegal drugs while working or at any time which might interfere with their employment duties and responsibilities. With respect to alcohol, moderate and prudent consumption is allowed during legitimate business entertainment. Any employee the Company finds to be possessing, distributing, or consuming of illegal drugs or unauthorized consumption of alcohol on Company property or at a customer location will be subject to disciplinary action up to and including termination of employment.

Redknee employees have access to an Employee Assistance Program, which includes information about treatment and support programs for individuals suffering from addiction or substance abuse. Details of this program can be found through a representative of the Company’s Human Resources Department.

4.3 VIOLENCE AND THREATS
The safety of our employees is of paramount importance to Redknee. Redknee employees may not engage in acts of violence, threatening comments and acts of intimidation to their co-workers or others. Any employees who engage in such conduct will be subject to discipline, up to and including termination. Violence or threats of violence should be reported to the Human Resources Department immediately.

Q: I overheard a co-worker say something that could be construed as threatening. But I know him. I really don’t think he’s capable of violence. Should I do anything or just keep quiet?

A: You should report the situation to a Human Resources representative immediately! In almost every reported case of tragic workplace violence, it is learned after the event that somebody knew something or had suspicions that violence might occur - and yet did nothing.

4.4 RESPONSIBLE USE OF THE INTERNET
Redknee has established an Acceptable Computer Use policy pertaining to company provided Internet access. It is the responsibility of all employees to be familiar with, and follow the policy. Failure to follow the Acceptable Computer Use policy may lead to disciplinary action, up to and including discharge. The Redknee Acceptable Computer Use policy is found at:

https://redknee.sharepoint.com/sites/Support/myHR/Document%20Library14/IT%20and%20Security/Acceptable%20Computer%20Use%20Policy.pdf

Q: I read an article in the paper this morning that I disagree with, and I’m going to write a letter to the editor saying as much. I’d like to email the letter from my company account. May I do so?

A: No, you should not. Please be aware that Redknee has strict policies regarding the use of its email system. You must use an external email account to reply to the article.

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5.0 OUR BUSINESS PRACTICES

5.1 ACCURACY OF ACCOUNTING RECORDS
Employee, customer, and investor confidence and trust in Redknee is built on the accuracy and integrity of our financial  records.  We  share a responsibility to ensure that  we record, classify and summarize  all transactions in accordance with Company policy, IFRS and applicable laws and regulations.

It is a breach of policy to misrepresent our financial performance or otherwise knowingly compromise the accuracy of our financial statements by intentionally hiding, disguising  or  representing in  a  misleading fashion the true nature of any financial or non-financial transactions. Additionally, it is against policy to unduly influence, coerce, threaten, manipulate or mislead members of Redknee’s finance team, or internal or external auditors regarding customer agreements, financial statements, processes or internal controls.

All employees are responsible for reporting any cases or suspected  cases of financial or operational misrepresentation or impropriety promptly. The employee may report the concerns to the Disclosure & Compliance Committee. If considered more appropriate, or if the circumstances where the complainant is not informed of a timely and satisfactory resolution by the Disclosure & Compliance Committee, the concern can be reported to the Vice President, Human Resources or directly to the Chair of the Audit Committee or by using the third-party, externally-hosted report system called “Alertline” described below. The Company will investigate any report promptly and discreetly. No employee that makes a complaint in good faith will be subject to any reprisals or damage to their career.

For more information on our Whistle Blower policy, visit:  https://redknee.sharepoint.com/sites/Support/myHR/Document%20Library14/Corporate%20Policies/Whistle
%20Blower%20Policy.pdf

5.2 CUSTOMER RELATIONS
All commitments to our customers, written or verbal, must be consistent with Redknee’s standard legal or commercial terms and documented when required by commercial terms or Company policy. Any exceptions to Redknee standard agreements and commercial terms are subject to review.

On a quarterly basis the Company requires certain managers and executives and other identified employees to provide certification to the Company related to their activities and areas of responsibility in support of the financial reporting process and other compliance requirements. Those officials must certify that, to the best of their knowledge, all documents and information regarding commitments and agreements relating to customer orders have been submitted for review and approval.

5.3 CONFLICT OF INTEREST
A “Conflict of Interest” arises when any action or interest of an employee interferes or makes it difficult for the employee to function solely in the interest of the Company. To avoid a potential Conflict of Interest situation, employees must avoid any activity, investment or association that creates an actual conflict or even the appearance of a conflict between the employee’s interests and business interests of Redknee.

Q: May I accept a volunteer position with an organization that gives free financial advice to young people?

A: Yes and, in fact, we encourage such community involvement. Please just make sure that the organization understands you are doing so on your own time and not as a representative of Redknee.

Q: We need to hire a contractor for a specific job and, luckily, my brother-in-law is qualified. Can I hire him?

A: Only under three conditions. One, he must undergo the same bidding process as every other Redknee contractor. Two, you must disclose the relationship to your supervisor. And three, you must remove yourself from the bidding process. If your brother-in-law is still interested, he is more than welcome to bid for the job.

5.3.1 FINANCIAL INTEREST IN OTHER COMPANIES, THIRD PARTIES
If an employee or someone with whom the employee has a personal relationship has a financial interest in a particular company, the employee may not attempt to influence Redknee to do business with that company.

If an employee is in a position to make a decision on behalf of Redknee that relates to another company or third party, the employee may not have any direct or indirect financial interest in that other party, unless it is publicly traded and the employee owns less than a one percent interest in the company.

Employees should bring any concerns regarding a potential conflict of interest to the attention of the Human Resources Department prior to entering into the proposed business relationship. The Human Resources Department will review and oversee the terms of the business relationship. Any employee who was unaware of, and then discovers they may have, an actual or potential Conflict of Interest must report it immediately to the Human Resources Department.

5.3.2 INSIDER TRADING AND SHARE DEALING CODE
“Insider Trading” is the buying and selling of shares using material corporate information that is not yet available to the public. Insider Trading is prohibited by law, which imposes severe penalties on employees and on the recipients of insider information. Redknee employees, directors, officers, ex-employees, consultants, contractors,  employee family members must not buy or sell shares or options of Redknee while in possession of non-public inside information concerning Redknee.

Insider Trading restrictions also apply to information employees acquire as a result of working at Redknee, which pertains to other companies associated with Redknee, including customers, suppliers, and other third parties.

Redknee is a publicly-listed company trading on the Toronto Stock Exchange. All employees must comply with Redknee’s Insider Trading Policy that regulates share dealing by Redknee employees, including trading blackout periods, tipping, and related matters. The Redknee Insider Trading Policy is at:

https://redknee.sharepoint.com/sites/Support/myHR/Document%20Library14/Corporate%20Policies/Insider%20Trading%20Policy.pdf

Q: Through my job at Redknee, I have become aware of non-public financial information received from one of Redknee's customers that indicates the customer is in better financial condition than most people realize. I wish to purchase the customer's stock. May I do so?

A: No, you may not. Securities laws in most jurisdictions where Redknee does business provide strict rules against such insider trading. You may act on the information only after it becomes public and once it has had a chance to disperse throughout the financial community.

Q: I understand why I shouldn't reveal inside information to an outsider, but does this include talking to members of my immediate family? What about other Redknee employees who are not aware of the same information that I am?

A: In fact, yes, it is illegal to disclose non-public material information to any person - including family members and other Redknee employees - who do not have a legitimate business need to know it.

5.3.3 SECONDARY EMPLOYMENT AND OUTSIDE ACTIVITIES
Employees wishing to engage in secondary employment or outside business ventures have a responsibility to disclose these activities to Redknee in order to ensure that these activities do not result in a Conflict of Interest. The employee must report secondary employment or outside business ventures to the Human Resources  Department for investigation and review.

Q: I recently started consulting for firms and individuals on a contract basis. I’m even considering opening my own firm outside of my employment at Redknee. Do I need to disclose my activities to Redknee even though I’m not dealing with our customers?

A: The Code requires employees to disclose any outside employment or employment activities to the Human Resources Department. The Human Resources Department will determine if the outside interest is in conflict with your employment at  Redknee.

5.3.4 POLITICAL ACTIVITIES AND CONTRIBUTIONS
Employees are free to make political contributions and be involved with political parties; however, they must avoid giving the appearance that contributions are being made on behalf of Redknee. Employees may not use company funds, facilities or assets directly or indirectly to support a political party or candidate.

Q: A customer has asked me to join him at a fundraising dinner for the elected head of his government agency. May I attend and expense the ticket cost to Redknee?

A: Redknee may support candidates for political office, but only after careful review and once strict and complicated election laws are accounted for. You may attend the fundraiser, but you may not expense the ticket. Further, please make it obvious that you are not attending the fundraiser as a representative of Redknee.

5.3.5 HIRING AND MANAGING OF RELATIVES
Redknee employees may not supervise, hire or influence the performance assessment of relatives working for Redknee.

5.3.6 PROTECTION OF REDKNEE ASSETS, PROPERTY, TRADE SECRETS AND CONFIDENTIAL INFORMATION
Redknee employees are responsible for protecting Redknee’s assets, and property (including intellectual property, data, and trade secrets) and ensuring they are used for Redknee business purposes only.

Q: I know I’m always supposed to log off my computer whenever I leave it, but most of the time, when I leave my desk, it’s only for a minute or two. Do I really have to log out every single time?

A: Yes. It only takes a moment to steal information from a computer. You may only be leaving for a few minutes, but during that time, if you do not log out, you expose highly personal and confidential customer  information to pretty much any person who walks by.

5.3.7 COMPANY, THIRD-PARTY ASSETS AND PROPERTY
Redknee expects employees to use all reasonable efforts to protect Redknee facilities, equipment and other property from destruction, waste, unauthorized use, loss, theft, abuse or misuse. Employees may not use Company property for personal use or benefit and may not sell, borrow or share such resources without proper authorization. The Company permits limited personal use of certain Company facilities (computer, photocopier, fax, e-mail, telephone, mobile devices) but such use must be reasonable, is subject to audit by the Company at any time, and must not negatively affect the interests of Redknee. When in doubt, employees should obtain approval from their manager. Employees must be able to account for the whereabouts and security of Company property assigned to them at all times.

Q: Valerie is running in a local election and wants to use her company computer to design her campaign flyer and then print the flyers using the company copy machine? As long as Valerie utilizes her lunch hour or after hours to do this work is she violating any Redknee policies?

A: According to our Code, Company property must not be used for personal use. Valerie should not use the Company computer or copy machine for her campaign flyers or any work related to outside interests or activities. Please refer to Redknee’s Acceptable Computer Use Policy on an appropriate use of corporate property.

5.3.7 USE OF CONFIDENTIAL INFORMATION
Except during the course of normal job duties, employees shall not, without Redknee prior written consent, at any time, directly or indirectly:

  • Use any Confidential Information for any purpose;

  • Disclose or otherwise communicate any Confidential Information to any person or entity;

  • Accept or participate in any outside employment, consulting engagement or other business opportunity that will result in the disclosure or use of any Confidential Information.

All employees acknowledge and accept that they will have access to Confidential Information, all of which shall be made accessible in strict confidence to further the business goals of the Company. Confidential Information may be susceptible to immediate competitive application by a competitor of Redknee, and unauthorized disclosure of Confidential Information may damage Redknee’s ability to compete. Employees further understand that:

  • Redknee business is substantially dependent on access to and the continuing secrecy of Confidential Information.

  • Confidential Information is novel, unique to Redknee and known only to certain key employees and contractors of Redknee.

  • Redknee shall at all times retain ownership and control of all Confidential Information

  • The restrictions contained in this agreement are reasonable and necessary for the protection of Redknee’s legitimate business interests.

Employees acknowledge that unauthorized disclosure of Confidential Information may result in discipline up to and including termination of employment.

“Confidential Information” should be interpreted broadly. It includes any and all information that has competitive value to the Company, for example value text, illustrations, ideas, concepts, inventions, images, sketches, research, memos, words, financial data and all other nonpublic information (in whatever form) relating to or arising from Redknee business. Business plans and strategies, trade secrets; Redknee considers all of these to be Confidential Information that employees must actively protect at all times.

We expect all employees to handle employee, customer and supplier information, which they gain access to during the course of their jobs, with the same diligence and care as they show for Redknee Confidential Information.

All Redknee employees must sign the standard Employee Agreement to Protect Confidential Information at the outset of their employment (and from time to time if the Company requests it), and agree to be bound by its terms as a condition of their contract of employment with Redknee:

https://redknee.sharepoint.com/sites/Support/myHR/Document%20Library14/Corporate%20Policies/Non-Disclosure%20Agreement.pdf

Redknee also requires employees to refrain from practices that may inadvertently result in the disclosure or publication of Confidential Information. Examples include use of non-secure data storage or transmission techniques and careless use of blogs or Internet services and tools.

If you require additional information about our policies concerning Confidential Information, please refer to the Employee Agreement to Protect Confidential Information.

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5.4 PROHIBITION OF IMPROPER PAYMENTS, ANTI-CORRUPTION LAWS, BUSINESS COURTESIES, BRIBERY AND KICKBACKS
Redknee expects that employees will use only legitimate practices in commercial operations and in promoting the Company on issues before governmental authorities and existing and prospective customers. The use of "kickbacks" or "bribes" to induce or reward favorable buying decisions and governmental  actions are unacceptable and absolutely prohibited.

No employee of Redknee or any party acting on the Company's behalf shall, in violation of any applicable law, offer or make, directly or indirectly through any other party, any payment of anything of material value (in the form of compensation, gift, contribution or otherwise) to:

  • Any person or firm employed by or acting for or on behalf of any customer or prospective customer, whether private or governmental, for the purpose of inducing or rewarding any favorable action by that party.

  • Any political party or official of such party, or any candidate for political office, for the purpose of inducing or rewarding favorable action (or withholding of action) or the exercise of influence by such official, party or candidate in any commercial transaction or in any governmental matter.

In the use of consultants, agents, sales representatives or others, Redknee will employ only reputable, qualified individuals or firms under compensation arrangements which are reasonable in relation to the services performed, and who have entered into written agreements with  Redknee.

The Human Resources Department, working with the Legal Department, will establish from time to time appropriate criteria and procedures for international transactions with respect to the selection and compensation of  sales representatives. Consultants, agents or  representatives the  Company retains in relation to the provision of goods or services to any existing or prospective customer, including those controlled by government of any country or regulatory body must agree to comply with all laws, regulations and Company policies governing employee conduct.

The provisions of this section do not apply to ordinary and reasonable business entertainment or gifts not of material value that are customary in local business relationships and not in violation of law as applied in that environment. In some countries (but not in all countries and particularly not in Canada or the United States), it may be acceptable to make such minor gifts to government or private sector officials or executives to expedite or secure routine administrative action. Managers are expected to exercise sound discretion and control in authorizing such business entertainment and gifts.

When customer organizations, governmental agencies or others have policies to provide guidance with respect to acceptance of entertainment, gifts, or other business courtesies by their employees, such policies shall be respected.

It is the policy of Redknee to fully comply with all anti-corruption laws in the countries we do business, specifically the Canadian Corruption of Foreign Public Officials Act and the US Foreign Corrupt Practices Act. Redknee employees may not make any corrupt payment by cash or other items of value directly or indirectly to gain improper advantage with a customer.

Regardless of local customs, Redknee does not practice or condone bribery, nor does it condone the receipt of cash or gifts in return for favorable treatment of a customer. Violation of this policy may result in discipline up to and including discharge. Employees should submit inquiries regarding the appropriateness of gifts from other parties to the Human Resources Department for approval before accepting them.

Some of our business acquaintances customarily distribute small gifts, gratuities, amenities or favors of reasonable value that are related to commonly recognized events or occasions such as promotions, a new job, a wedding, a retirement, a holiday or a birthday directly to a Redknee employee. In the event of such a gift or favor, each employee must decide conscientiously whether or not acceptance would give rise to a feeling of obligation, or could lead to  misinterpretation.

Gifts or benefits that might tend to influence an employee’s performance of his or her duty must not be accepted. Such gifts or benefits do not include gifts of nominal value or gifts that serve as general advertising for the donor or discounts or special concessions for all employees.

Gifts may also create a conflict of interest, and under certain circumstances, acceptance or solicitation of gifts may be a federal crime. Gifts that might tend to influence your performance of duty must not be accepted. Such gifts or benefits do not include gifts of nominal value or gifts which serve as general advertising for the donor or discounts or special concessions for all Redknee staff.

Neither you nor members of your family, may accept a personal gift, benefit, service, form of entertainment or anything (“gift”) of more than nominal value ($200 or less) from clients, suppliers, or any other parties with whom we have contractual or other business arrangements.

If you receive a gift with a value exceeding $200, or a gift with an unclear status under this section, promptly refer the matter to your immediate manager or Human Resources. It will then be determined whether the gift shall be retained, returned to the donor, or donated without tax deduction to a charitable organization.

Q: A supplier’s representative offered me tickets to a fabulous concert. They are great seats and I can even take my kids. I feel a little guilty because I’m afraid this is a violation of our Code of Conduct and Business Ethics. But, I don’t want to offend him or give up this once in a lifetime opportunity. Can I accept the tickets?

A: Prior to accepting and attending the event, you should inform your supervisor and/or Human Resources. It is against our policy to accept gifts, entertainment and courtesies that exceed nominal  value, especially if such gifts have any potential at all to affect our objectivity. Great concert tickets may fall into that category so be sure to check first.

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5.5 ANSWERING OUTSIDE REQUESTS FOR INFORMATION
As a public company, Redknee has a responsibility for communicating externally with a single voice. Only authorized officials should handle requests for Company information. The law requires Redknee to disclose certain information about its business fairly and openly to the public. Employees should refer requests regarding information about employees or ex-employees to the Vice President, Human Resources. Employees should refer investor requests to the Chief Financial Officer. Media and industry analyst requests should be referred to the Vice President, Marketing. Redknee also reminds its employees of their obligations under Redknee’s Disclosure Policy found at:

https://redknee.sharepoint.com/sites/Support/myHR/Document%20Library14/Corporate%20Policies/Non-Disclosure%20Agreement.pdf

5.5.1 ENVIRONMENTAL LAWS AND PRACTICES
Redknee commits to environmental responsibility relative to Redknee workplaces, customer sites, and the environment in general. Redknee employees will seek to comply with laws and regulations regarding environmental quality and associated health and safety issues. Each Redknee employee will seek to conduct the Company’s business in an environmentally responsible manner and not to engage in any activity that knowingly violates environmental laws or regulations or the environmental policies of any customers or other third parties applicable to Redknee activity.

5.6 CONSULTANTS, CONTRACTORS AND OTHER NON-EMPLOYEES
Outside consultants, contractors, non-employees and other third parties the Company engages to consult, act on behalf of, or otherwise represent Redknee must also act according to the Code and to the extent permitted under the circumstances, the Code shall form part of the terms of engagement of such outside parties. The Company will request that they acknowledge their  compliance with the Code.

5.7 FAIR COMPETITION
Redknee will not engage in any dishonest activity with competitors. It is unlawful in the United States and elsewhere to collaborate with competitors or their representatives for the purpose of establishing or maintaining prices at a particular level. It is Redknee policy not to discuss Client pricing with competitors at any time. Employees must never reveal information that might affect Client pricing rates to any individual outside Redknee’s employ. Within Redknee, such information must be limited to those with a “need to know.”

Remember, at all times, Redknee employees should strive to act with the utmost integrity in all of your dealings. To our clients, prospects, competitors and vendors, you are Redknee.

Q: At a trade association meeting, I overheard an informal group of Redknee competitors discussing future product pricing. Could I have surreptitiously joined the conversation to gain some excellent competitive intelligence?

A: Though it seemed like a good opportunity, it would have been unethical for you to represent yourself falsely, even through omission, to gain non-public competitive intelligence.

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6.0 RAISING CONCERNS OR REPORTING VIOLATIONS

6.1 RESOLVING ISSUES AND CONCERNS
All employees, directors and officers of Redknee have a responsibility to report any concerns or violations of this Code of Conduct and Business Ethics to one of the people listed below. Address your questions or concerns to:

  • Your manager, director or vice-president

  • The Human Resources Department

  • The Vice President, Human Resources

  • The Redknee confidential Hotline - “Alertline”

No employee will be subject to retaliation by Redknee for voicing concerns regarding violations of the Code if done so in good faith. Redknee has a strict policy against retaliation and will not tolerate retaliation against employees for reporting violations of the Code. Redknee will investigate reports confidentially to the extent possible, subject to Redknee’s responsibilities relative to responding to the matter raised.

In the usual case, your manager is in the best position to address your concerns quickly. However, and depending on the circumstances, you are also free to direct any general or specific concern or question to any of the other contacts listed above. You may raise reports or questions orally, in writing and by e-mail.

Employees can bring concerns relating to the internal accounting practices and audit matters to the attention of the Chair of the Audit Committee of the Redknee Board of Directors. In some circumstances, employees may prefer an anonymous method of expressing concerns relating to more serious or sensitive matters or out of fear of retaliation. With this in mind, Redknee has a mechanism for confidential reports through an externally-managed reporting system called “Alertline”. This system  exists  specifically  to  enable anonymous reporting and is available twenty four hours a day, seven days a week. Alertline does not use any tracking, recording or call-tracing devices. Alertline is available via the following country-specific contact information:

European Union

Hotline Number: 704-526-1136
Online Reporting: https://redknee-eu.alertline.com

Spain/Portugal

Hotline Number: 704-526-1137
Online Reporting: https://redknee-sp.alertline.com

Canada/USA

Hotline Number: 1-888-475-8376
Online Reporting: https://www.compliance-helpline.com/welcomePageRedknee.jsp

All Other Countries

Collect/Direct Line: Callers may dial these lines toll-free by contacting an operator and asking to place an international collect call. Exact dialing procedures may vary among countries. In countries where the local carriers will not connect international collect calls, callers may dial direct to these lines; they will be billed for the cost of the calls.

Online Reporting: https://www.compliance-helpline.com/welcomePageRedknee.jsp

Q: I overheard two of my coworkers talking about an unethical situation that could potentially negatively affect the company. I’m not completely sure of what I heard so I probably should keep it to myself, right?

A: On the contrary, you should speak with a trusted manager or contact Alertline. Situations that affect the company negatively have an impact on all of us. That’s why we have the responsibility to speak up if we have any knowledge of misconduct - or even of any behavior that a reasonable person might construe as misconduct.

6.2 PENALTIES FOR VIOLATIONS
Redknee will take prompt and consistent action against violations of the Code. The Code is a Policy of Redknee and forms part of the contract of employment. Any violations are subject to disciplinary action up to and including immediate termination. Redknee will investigate every report and take action as appropriate.

Conduct that may result in action, discipline, or termination of employment under the Code includes:

  • Retaliation of any sort against an individual within Redknee for expressing or reporting, in good faith, a concern under the Code;

  • An action that violates or facilitates the violation of the Code or applicable policies, rules, laws or regulations;

  • Inducing, compelling, or requesting others to violate the Code;

  • Failing to report a violation of the Code or willfully ignoring such a violation;

  • Failing or refusing to cooperate in an internal investigation about a possible violation of the Code or applicable policies, rules, laws or regulations; and

  • Failing or refusing to demonstrate the appropriate level of leadership, management, or diligence, based on your role in the company, that is necessary to advance compliance with the Code or applicable policies, rules, laws or regulations.

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7.0 QUESTIONS, CONCERNS, ADDITIONAL INFORMATION

Employees may bring any questions or concerns to the attention of their manager, Vice-President, Human Resources or a Human Resources representative.

The Code of Ethics and Business Conduct is not a comprehensive rulebook. The Code will be updated periodically and all employees must review and acknowledge the Code on an annual basis.

Many of the items in the Code summarize more comprehensive policies that are available on the company Intranet here.

Certain situations require specific advice. Employees should consult with the appropriate member  of the management team in such cases.

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