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CODE · BUSINESS ETHICS

Code of Ethics and Business Conduct

Our shared principles for working with integrity, responsibility and transparency.

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  • DEVPROVE LLC
  • Version 2.0
  • Effective from 18 July 2024

MESSAGE FROM MANAGEMENT

Integrity begins with each of us

Dear colleagues,

Integrity and ethical business conduct are the foundation of trust between us, our clients, partners and society.

This Code is more than a formality: it sets out our shared working principles, which we must follow every day, regardless of our position or role.

Each of us represents the Company's reputation. We encourage everyone to report any violations openly and to support a culture of transparency and accountability.

Stanislav Karapysh
Director, DEVPROVE LLC

ON THIS PAGE

Contents

I. Foundations and principles

II. Conducting business honestly

III. Assets, data and technology

IV. People, safety and society

V. Reporting, oversight and accountability

I. Foundations and principles

1. General provisions

This Code of Ethics and Business Conduct (the Code) sets out the core ethical principles, standards of professional conduct and rules for conducting business with integrity at DEVPROVE LLC (the Company).

The purpose of the Code is to:

  • build a culture of integrity, responsibility and transparency;
  • ensure compliance with legislation and internal regulations;
  • prevent corruption, fraud, conflicts of interest and other unlawful practices;
  • protect the Company's assets, information and reputation;
  • ensure fair and responsible treatment of employees, clients, suppliers, partners, government authorities and other stakeholders;
  • enable the timely detection of violations and an appropriate response.

The Code defines the Company's approach to conducting business with integrity, professional conduct, internal control and risk management.

The Company follows the principle that achieving commercial or other results cannot justify violations of the law, this Code or the fundamental principles of integrity.

2. Scope

The Code applies to:

  • managers and members of the Company's governing bodies;
  • all employees, regardless of their position, place of work or type of employment relationship;
  • persons acting on behalf of or in the interests of the Company;
  • consultants, agents, representatives and other engaged persons to the extent provided for in their contracts.

The Company also expects suppliers, contractors, subcontractors and other business partners to uphold comparable standards of integrity.

Managers at all levels have a particular responsibility to set a personal example of ethical conduct and prevent situations in which achieving results is effectively encouraged at the expense of the Code's requirements.

3. Core ethical principles

3.1. Integrity

We act honestly, openly and in good faith.

Knowingly providing false or misleading information, concealing material facts, falsifying documents or records, or helping others to do so is prohibited.

3.2. Objectivity and impartiality

Professional and managerial decisions must be based on facts, the Company's legitimate interests and objective criteria.

Personal interests, prejudice, pressure, personal connections or improper influence must not determine decisions.

3.3. Professional competence and due care

Employees must perform their duties competently, responsibly and with due professional care.

A person must not knowingly make decisions or perform tasks beyond their competence where doing so could create significant risks for the Company or third parties.

3.4. Confidentiality

Information obtained in connection with work must be used solely for legitimate professional purposes.

Confidential information must not be used for personal gain or to provide an improper benefit to others.

3.5. Compliance with the law

The Company and its employees comply with applicable legislation, contractual obligations and internal policies.

Where this Code requires a higher standard of conduct than the statutory minimum, the higher standard applies to the extent that it does not conflict with the law.

3.6. Accountability

Every employee is responsible for their own decisions and actions.

Referring to a manager's instruction or request does not relieve a person of responsibility for knowingly committing clearly unlawful acts.

II. Conducting business honestly

4. Conflicts of interest

Employees must avoid situations in which personal, family, financial or other private interests may affect, or reasonably be perceived as affecting, the objectivity of professional decisions.

Potential conflicts include, in particular:

  • a financial interest in a supplier, client or competitor;
  • the involvement of close associates or family members in companies that do business with the Company;
  • influence over the recruitment, remuneration or promotion of close associates or family members;
  • outside employment that competes with the Company's interests;
  • using one's position or corporate information for personal gain.

A potential or actual conflict of interest must be disclosed promptly to the immediate manager, the Director and/or a responsible person designated by the Director.

A conflict of interest is not necessarily a violation in itself. Concealing a conflict or taking part in a decision without properly resolving it may constitute a violation of the Code.

5. Combating corruption and bribery

The Company has zero tolerance for corruption and bribery.

It is prohibited, directly or indirectly, to:

  • offer;
  • promise;
  • provide;
  • demand;
  • receive;
  • agree to receive

money, property, services, advantages or any other improper benefit for the purpose of influencing a decision or obtaining an improper business advantage.

This prohibition applies both to the private sector and to dealings with officials and employees of government authorities.

Facilitation payments are prohibited unless they are official payments expressly provided for by law.

It is prohibited to use intermediaries to carry out any actions that the Company or its employees would not be entitled to perform directly.

6. Gifts, hospitality and business entertainment

Gifts, business hospitality and entertainment expenses are permitted only if they:

  • have a legitimate business purpose;
  • are reasonable and proportionate;
  • do not create an obligation for the recipient;
  • cannot reasonably be perceived as an attempt to influence a decision;
  • comply with legislation and internal policies;
  • are properly documented.

Cash gifts and cash equivalents are not permitted.

Particular caution is required when dealing with civil servants and other public officials.

7. Fraud and improper practices

The Company prohibits:

  • fraud;
  • misappropriation or embezzlement of property;
  • falsification of documents;
  • manipulation of reports;
  • creation of fictitious transactions;
  • concealment of material information;
  • unauthorised write-offs of assets;
  • deliberate circumvention of internal control procedures;
  • collusion between employees or business partners to obtain an improper benefit.

Any reasonable suspicion of fraud must be reported through the channels provided by the Company.

8. Financial integrity, accounting and reporting

The Company's financial and management information must be complete, accurate, timely and reliable.

It is prohibited to:

  • maintain unofficial or concealed accounts;
  • record false transactions;
  • forge source documents;
  • deliberately misclassify expenses;
  • conceal liabilities;
  • destroy documents to conceal violations;
  • interfere with the work of internal or external auditors.

Employees must cooperate with the Director, responsible persons designated by the Director and any auditors engaged, and provide them with complete and truthful information within the scope of their authority.

9. Preventing money laundering and the financing of illegal activities

The Company seeks to conduct business with counterparties whose activities and sources of funds are lawful.

Due diligence on counterparties is carried out where required by internal procedures or the nature of the risk.

Suspicious payments, unusual payment arrangements, the use of unknown intermediaries or other signs of potentially illegal activity require further review.

10. Business relationships and procurement

Suppliers and contractors are selected on the basis of objective criteria, including:

  • quality;
  • price;
  • competence;
  • reliability;
  • business reputation;
  • technical suitability;
  • compliance risks.

Unjustified preferential treatment of individual procurement participants is not permitted.

Persons with a conflict of interest involving a prospective counterparty must disclose it and, where necessary, be excluded from the relevant decision.

11. Fair competition

The Company supports the principles of free and fair competition.

Agreements with competitors concerning the following are prohibited:

  • prices;
  • allocation of markets or clients;
  • restrictions on production or supply;
  • coordination of participation in procurement or tenders;
  • other actions that may unlawfully restrict competition.

Competitors' commercial information must be obtained solely through lawful and ethical means.

12. Public procurement and interaction with government authorities

When participating in public procurement and interacting with government authorities, the Company follows enhanced standards of transparency and documentation.

The following are prohibited:

  • improper influence over procurement terms;
  • collusion between participants;
  • undisclosed arrangements;
  • submission of false documents;
  • offering an improper benefit;
  • use of confidential information obtained unlawfully.

III. Assets, data and technology

13. Protecting Company assets

Assets include, in particular:

  • funds;
  • equipment;
  • vehicles;
  • software;
  • information systems;
  • intellectual property;
  • commercial information;
  • working time.

Company assets must be used solely for legitimate business purposes, unless internal rules expressly permit otherwise.

Theft, unauthorised use, damage or misappropriation of assets is unacceptable.

13.1. Intellectual property and licences

The Company respects the intellectual property rights of clients, partners, employees and third parties.

Software, source code, open-source libraries, images, fonts, data and other materials may be used only on lawful grounds and in accordance with the relevant licences, contracts and terms of use.

Unauthorised copying, use or distribution of intellectual property belonging to the Company, its clients or third parties is prohibited.

14. Confidential information and trade secrets

Employees must protect the confidential information of the Company and third parties.

Confidentiality obligations continue after the termination of employment or contractual relationships to the extent established by law and contracts.

15. Personal data and privacy

The Company ensures that personal data is processed lawfully, fairly and with appropriate safeguards.

Personal data is collected and used only for specified lawful purposes and only to the extent necessary for those purposes.

Access to personal data is granted on a need-to-know basis.

16. Information security and cybersecurity

Employees must comply with the established information security requirements.

It is prohibited to:

  • share passwords or authentication credentials with others;
  • circumvent established security measures;
  • install unauthorised software;
  • transmit corporate information through inappropriate channels;
  • use the Company's information resources for illegal activities.

Information security incidents must be reported immediately to the responsible persons.

17. Use of artificial intelligence and digital technologies

Artificial intelligence and automated systems must be used responsibly, securely and with respect for confidentiality.

Confidential information, personal data or trade secrets must not be entered into external artificial intelligence systems without appropriate authorisation.

Outputs generated using artificial intelligence must undergo appropriate human review before they are used to make significant decisions.

Employees remain responsible for the results of their work, even when automated tools have been used.

IV. People, safety and society

18. Human rights and labour standards

The Company respects internationally recognised human rights and prohibits:

  • forced labour;
  • child labour;
  • human trafficking;
  • discrimination;
  • harassment;
  • violence;
  • degrading treatment that undermines human dignity.

The Company seeks to provide fair, safe and decent working conditions.

19. Equality, diversity and non-discrimination

Decisions concerning recruitment, remuneration, training, promotion and termination of employment must be based on professional qualities and lawful, objective criteria.

Discrimination and harassment are not permitted.

20. Occupational health and safety

The Company seeks to provide a safe working environment.

Every employee must follow occupational health and safety rules and report unsafe conditions, incidents and risks.

Performing work in a condition that endangers the employee or others is unacceptable.

21. Environmental responsibility

The Company seeks to minimise the negative environmental impact of its activities, use resources efficiently and comply with applicable environmental requirements.

Environmental risks are taken into account in relevant business and investment decisions.

22. Political activity and charitable giving

The Company respects employees' right to their own civic and political views.

Employees must not create the impression that their personal political activities are undertaken on behalf of the Company without appropriate authorisation.

Charitable and sponsorship payments must not be used as a disguised means of providing an improper benefit.

23. External communications and social media

Only authorised persons may make official statements on behalf of the Company.

Employees must avoid publishing confidential information or information that could unlawfully harm the Company, its employees, clients or partners.

V. Reporting, oversight and accountability

24. Reporting violations

Every employee has the right, and is encouraged, to report in good faith:

  • possible violations of the law;
  • corruption;
  • fraud;
  • conflicts of interest;
  • discrimination or harassment;
  • financial reporting violations;
  • breaches of confidentiality;
  • other violations of this Code.

The Company provides a designated channel for confidential reporting:

E-mail: [email protected]

Where feasible and in accordance with the law, anonymous reporting may be provided.

25. Whistleblower protection and prohibition of retaliation

The Company prohibits any form of retaliation or adverse treatment against a person who has, in good faith:

  • reported a possible violation;
  • sought advice;
  • taken part in an internal investigation;
  • refused to carry out a clearly unlawful instruction.

Protection extends to reports made in good faith even when a review does not substantiate the violation.

Deliberately submitting information known to be false is not protected under this section.

26. Internal investigations

All reports of potentially significant violations must be reviewed objectively and promptly.

Investigations are conducted in accordance with the principles of:

  • independence;
  • impartiality;
  • confidentiality;
  • proper documentation;
  • the presumption of good faith;
  • the right to be heard;
  • proportionality.

Persons with a conflict of interest must not conduct the relevant investigation or influence its outcome.

27. Cooperation during reviews and audits

Employees must cooperate with the Director, responsible persons designated by the Director, and any external auditors or consultants engaged to conduct the relevant review.

Persons conducting an authorised review or audit must be able to act independently and objectively.

It is prohibited to:

  • conceal information;
  • destroy or alter documents;
  • mislead an auditor;
  • put pressure on an auditor;
  • obstruct a review;
  • retaliate against persons for cooperating with an audit.

28. Management responsibilities

Managers must:

  • set a personal example of ethical conduct;
  • create an environment for open discussion of risks;
  • not encourage results to be achieved by breaking the rules;
  • respond appropriately to reports of problems;
  • ensure that corrective actions are implemented;
  • prevent retaliation against persons who report violations.

A manager may be held responsible not only for their own violation, but also for knowingly ignoring a significant violation within their area of responsibility.

29. Ethical decision-making

If an employee is unsure whether a decision is appropriate, they must ask themselves:

  1. Is it lawful, and does it comply with the Code and internal policies?
  2. Is the decision honest and fair?
  3. Am I being influenced by a conflict of interest?
  4. Am I prepared to explain and document the reasons for this decision?
  5. Could it harm the Company's reputation if it became public?
  6. Would I feel comfortable if an independent auditor reviewed this decision?

If an answer raises doubts, the employee must seek advice from their immediate manager, the Director, a responsible person designated by the Director and/or an engaged consultant before taking the action concerned.

30. Training and acknowledgement

The Company provides periodic ethics and compliance training appropriate to roles and risks.

Employees may be required to confirm periodically:

  • that they have read the Code;
  • that they understand its requirements;
  • the presence or absence of conflicts of interest;
  • their willingness to comply with the established requirements.

31. Violations of the Code

A violation of this Code may be grounds for appropriate action only in compliance with legislation, the terms of the employment or civil-law contract, and the Company's internal documents.

This Code does not, by itself, establish additional grounds for dismissal or other legal liability that are not provided for by law.

If identified facts indicate an administrative, criminal or other offence, the Company acts in accordance with legal requirements.

Measures taken in response must be objective, consistent and proportionate to the nature of the violation.

32. Monitoring and reviewing the Code

The Code is reviewed periodically and in the event of significant changes to:

  • legislation;
  • the Company's structure;
  • the nature of its activities;
  • its risk profile;
  • international standards and good practices.

Compliance with the Code may be subject to internal review and, where necessary, an independent audit.

33. Final provisions

The Code takes effect on the date of its approval, unless the approval decision specifies otherwise.

The provisions of the Code are further detailed in the Company's internal policies and procedures.

Every employee is personally responsible for reading the Code and complying with its principles.

CONFIDENTIAL CHANNEL

Reporting violations

E-mail: [email protected]

Reports are handled confidentially and, where possible, anonymously.

Contact us

Company

DEVPROVE LLC

Director: Stanislav Karapysh

Code of Ethics and Business Conduct, version 2.0
Effective date: 18 July 2024

Thank you for upholding the principles of integrity with us.

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