Code of Ethics

The Code of Ethics is a fundamental document describing the principles of ethical conduct of employees of VAE Sprinklers s.r.o. (hereinafter referred to as the “Employer”). Its goal is to set a common understanding of manifestations of share values in everyday work. The Code of Ethics is a document binding on all employees and members of the Employer’s bodies (hereinafter referred to for the purposes of this Code of Ethics collectively as “Employees”).

One of the basic principles which gives the foundation for the Code is based on the fact that the Employees are aware that their actions may expose both the Employer and themselves to criminal, administrative or civil penalties. Therefore, they shall act so as to prevent crime or other violation of legal and internal regulations. The Employer does not tolerate any breach of the Code of Ethics and, in addition, may consider it a serious breach of job duties. The Code of Ethics is an expression of our commitment to ethical conduct towards partners, users and colleagues.

I. General Principles

1. The Employer undertakes to comply with legal regulations guaranteeing the Employees such working conditions and environment which provide safe job performance, including the prevention of work-related stress. This is one of the reasons why the Employer offers the Employees access to information on fundamental changes in the structure, functioning and activities of the Employer. The Employer does so primarily through the Neznám intranet or other internal communication channels, such as e-mail. The Employer deals with the prevention of the risk of violence and harassment in the workplace in a similar way. Among other things, the regular statuses maintained between an Employee and their superior serve to clarify the role of individual Employees. Due to the informal culture at VAE Sprinklers s.r.o., Employees also have the opportunity to contact their superior, the relevant manager, the HR Department or the newly established Ethics Committee at any time (and not only in case of uncertainty or questions).

2. Employees shall comply with all legal and internal regulations and instructions of the Employer during their work. They shall also follow the relevant legislation they need to perform their work. Employees can use legislation monitoring, which is provided in the Neznám intranet by the Employer, as one of the sources of legal regulations and their changes.

3. Employees shall perform their job to the best of their knowledge and ability, with the maximum degree of professionalism, decency and helpfulness to Third Parties and a willingness to help. Third Party means any natural or legal person other than the Employer and the Employees, including business partners or public authorities (hereinafter referred to as the “Third Party”). Employees shall always act so as not to mislead Third Parties; they shall only provide true and accurate information. They are aware that their behaviour and demeanour represent the Employer. They shall act transparently and promote good morals. They shall take care of their appearance and clothing to match their job classification.

4. Employees shall participate in building the good name of the Employer, the Employer’s products and services, even during their publicly presented non-work activities (e.g. on social networks). Together, they shall strive for ever better results of the Employer.

5. Employees shall protect the legitimate interests, good name and reputation of the Employer, co-workers and Third Parties. They shall actively avoid conflicts of personal or family interests with the interests of the Employer. In the event of such a conflict of interest, they shall immediately inform the Employer. Employees are required to take measures to eliminate the impacts of conflicts of interest proposed by the Employer. Employees may perform gainful activities that are identical to the subject of the Employer’s activity only with the Employer’s prior written consent (approved by the relevant manager, managed by the HR Department) in accordance with Section 304 of the Labour Code. They regularly confirm that they have not started such activity in the internal system. They shall not use the means and working aids entrusted to them by the Employer for any of their gainful activities, even those which do not correspond to the subject of the Employer’s activity and are not subject to approval.

6. Employees shall make every effort to ensure the economical use of the Employer’s property and entrusted things of value. When performing job duties, they shall proceed so that the Employer does not incur unnecessary costs. Employees are not entitled to misappropriate funds, resources or property of the Employer, other Employees or Third Parties for their own needs or for the needs of another person.

7. Employees shall respect the proprietary rights of Third Parties. Employees shall perform their job duties so as to cause no damage to the health and property of the Employer or Third Parties or to the environment. If there is an imminent danger of damage, Employees shall try to avert the damage. If this is not possible, they shall inform the persons who can avert or mitigate the damage. Employees shall always inform the Employer about the risk of damage.

8. If an Employee discovers any damage caused to the Employer, they shall notify the Employer of this without undue delay.

9. Employees shall protect the Employer’s intellectual property rights, and respect and protect the intellectual property of Third Parties.

10. Employees shall pay attention to security when using IT systems and data processing.

11. Employees who come into contact with personal data of Third Parties in the course of their duties are required to handle personal data in accordance with Regulation (EU) No. 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation, hereinafter referred to as the “Regulation”), Act No. 110/2019 Coll., on Personal Data Processing, and Act No. 111/2019 Coll., Amending Certain Acts in Connection with the Adoption of the Act on Personal Data Processing.

12. Employees shall respect and consistently observe the privacy of sent messages, i.e. they shall not ascertain the content of e-mail boxes of the Employer’s users (unless it is a required part of their job and if they do so in accordance with the Employer’s internal procedures) nor shall they ascertain the content of written or e-mail correspondence of other Employees. If they are acquainted with such content, they shall maintain confidentiality about it.

13. Employees shall not abuse their position, items or equipment of the Employer, their work time or information that they learn in the course of their work for their private interests or the interests of Third Parties, even after the termination of employment.

14. Employees shall respect impartiality and equal approach to all natural and legal persons.

15. If an Employee has been authorized to act on behalf of the Employer in specified legal matters, e.g. to conclude contracts or place orders, the Employee is obliged to comply with the limits of such authorization.

16. When negotiating contractual relations with the Employer’s partners, the responsible Employees are obliged to consider the risks of concluding a contractual relationship, including checking the contractual partner in available public registers (e.g. insolvency register or register of unreliable VAT payers). The responsible Employee shall notify the Employer of any risks of concluding a contractual relationship.

17. The Employer shall comply with all tax legislation and the relevant Employees are obliged to make every effort to ensure that all obligations of the Employer towards the tax administrator are fulfilled properly and in a timely manner. Employees are obliged to inform the Employer of all payments that cannot be identified or linked to a specific performance.

18. The Employer shall not allow any form of unfair competition and the Employees shall make every effort to prevent unfair competition. Unfair competition means conduct contrary to the good morals of competition which can cause harm to other entities, such as business partners, competitors and/or users of the Employer.

19. If an Employee is asked or pressured to act in violation of law, internal regulations or instructions of a superior or other Employee, they are obliged to refuse such action and report it to the Employer. Managers shall maintain an equal approach in relation to their subordinates, with the main emphasis in their selection, evaluation and development being on the results and quality of the performed work. They shall also make their further development possible in order to streamline work, and support the use of acquired skills and knowledge in practice. They are responsible for the full integration of their subordinates into work teams. They shall serve as an example not only in the application of the Code of Ethics.

20. If an Employee, at their own discretion, commits a criminal offence in the interest of the Employer or within the scope of their activity, it is a violation of legal regulations in which the Employer has not participated in any way.

21. If an Employee has any doubts regarding the issued decisions of the Employer, instructions of the Employer or doubts regarding the interpretation of legal or internal regulations, the Employee is obliged to request all necessary information or opinions to proceed so as to lower the risk of any violation by the Employee as much as possible.

22. Colleagues shall maintain fair and decent relations with each other. They shall promote mutual cooperation and contribute to creating an atmosphere of trust. Any disputes shall be resolved with composure and objectively.

II. Anti-Corruption Measures

The Employer applies a zero-tolerance approach to bribery and corruption, which is why this part of the Code of Ethics sets out rules for giving gifts to Third Parties and accepting gifts from Third Parties in order to create a system to combat bribery.

1. Definitions used in Article II of the Code of Ethics:

 For the purposes of this Code, any tangible object, provided hospitality (invitation to lunch or social event), private tours, financial contributions or their equivalents and other benefits are considered to be gifts (hereinafter referred to as “Gifts”).

A bribe is a Gift offered, promised or given, the purpose of which is to obtain any benefit for oneself or another (e.g. business, contractual or personal) (hereinafter referred to as “Bribe”). Offering, promising or giving a Bribe or demanding, agreeing to receive or accepting a Bribe are criminal offences for which a natural or legal person may be criminally liable. Bribery is also an act constituting the characteristics of unfair competition.


2. Rules for giving and accepting Gifts:

 An Employee may only give or accept a Gift that is not a Bribe.

 Giving or accepting Gifts complies with legal regulations and customs (e.g. Gifts given on occasions such as birthdays and other anniversaries, Christmas or other important events, invitations to a partner’s party, educational event related to job, etc. correspond to customs and are therefore permitted).

 Gifts are reasonable in both value and frequency.

 Gifts are given and accepted openly on behalf of the Employer, not on one’s own behalf.

 It is prohibited to give or accept Gifts if it is cash. Gift vouchers for goods or services may be provided or accepted only if such vouchers cannot be exchanged for cash.

 Business trips paid for by a Third Party may be extended by the Employee for private reasons only at the Employee’s expense and in the Employee’s free time. The participation of family members in a business trip paid for by a Third Party is not permitted.

 It is prohibited to accept any Gifts during tendering (even informal).


3. Record keeping and approval:

 An Employee authorized by the relevant manager keeps monthly records for each department of the Employer, where the Employees of the relevant department are obliged to report the following:

o A Gift given or accepted by an Employee having a value higher than 500 CZK; the decisive factor is the usual price of the Gift (i.e. the price that would have been achieved if the same or a similar Gift had been sold) when it is given. This is a limit per one person in the case of hospitality. The special records according to the Code of Ethics do not apply to business lunches, dinners or similarly provided/received hospitality. Provided hospitality is recorded as part of the quantification of expenses for the representation of each department paid from the budget of the department.

o Any Gift rejected by an Employee, regardless of its value, including the reason for the rejection.

o Gifts that are part of the Employee’s free time, regardless of their value (weekend stay, etc.).

 Employees of a department must have the following approved by the relevant department manager:

o Provision or acceptance of Gifts having a value higher than 3,000 CZK.

o Business and other trips paid for by a Third Party, regardless of their value.

o Gifts given to an official or Gifts received from an official, regardless of their value.

 The Employee is obliged to request the manager’s approval in advance. If this is not possible, the Employee shall request it later. If the relevant manager does not give the Employee consent to the provision or acceptance of the Gift, the Employee is obliged not to provide the Gift, to reject the Gift, or to return it.

 If the giver/recipient is the manager of the department, the approval according to this provision falls to the Managing Director of the Employer. If the giver/recipient is the Managing Director, the approval according to this provision falls to the chairperson or any vice-chairperson of the Employer’s Board.

 The records contain the name of the giver and the recipient, the designation of the subject of the Gift, the value of the Gift (if the exact value is not known, the Employee shall give the value estimated according to publicly available information) and the date of its acceptance/provision/rejection. If the provision or receipt of a Gift is subject to approval, the records must also include the decision of the approver.

 Any exceptions to the rules set out in this provision are subject to the approval of the Employer’s Board.

 The person authorized to approve the provision or acceptance of a Gift may request more detailed information about such a Gift from the Employee, and the Employee is obliged to provide this information.

III. Crime Prevention

1. The Employer does not tolerate any form of criminal activity on the part of the Employees related to their job or performance of their duties. Trying to prevent the Employer’s criminal liability is one of the Employer’s goals. Employees are obliged to act honestly and make every effort to prevent criminal activity of natural persons which could be attributed to the Employer pursuant to Section 8 of Act No. 418/2011 Coll., on Criminal Liability of Legal Entities and Proceedings Against Them, as amended.

2. In case of doubt regarding an instruction or decision of a superior, the Employee is entitled to assess the compliance of such instruction or decision with legal or internal regulations or the Code of Ethics. In case of suspicion that the Employee could commit a criminal offence by their actions, the Employee is obliged to report this suspicion to the Employer and request the Employer’s instruction.

3. In the event that an Employee discovers illegal behaviour or a continuing illegal situation in the course of the Employer’s activities, the Employee shall, in regard to the circumstances of the case, make every effort that may reasonably be required of them to prevent the illegal behaviour or situation and avert its harmful consequences. At the same time, the Employee shall inform the Employer about this fact.


IV. Resolution of Situations in Conflict with the Code of Ethics, Ethics Committee

1. An Ethics Committee appointed by the Employer’s statutory body has been established to resolve situations where there is a looming or existing conflict with the Code of Ethics. A member of the Ethics Committee may not be a member of the statutory or supervisory body of the Employer.

2. The Ethics Committee deals with reported suspicions of illegal behaviour in the course of the Employer’s activities, complaints regarding the Code of Ethics, suspicions of corrupt behaviour, evaluates compliance with the Code of Ethics throughout the Employer’s company, proposes further steps to the Employer’s Board in case illegal behaviour or violation of the Code of Ethics is proved, unless this procedure is provided for in other legal regulations. The Ethics Committee proposes further measures to the Employer’s Board aimed at enforcing and complying with the Code of Ethics. The Ethics Committee is responsible for deciding whether a particular conduct has violated the Code of Ethics. Other conclusions and resolutions of the Ethics Committee have a recommendatory character for the Employer’s Board, which then decides on their implementation.

3. The Ethics Committee always proceeds in accordance with the Rules of Procedure of the Ethics Committee. The Rules of Procedure of the Ethics Committee form Annex 1 to this Code of Ethics.

4. In cases where the Code of Ethics stipulates that the Employee is obliged to provide certain information to the Employer, the Employee shall first contact their superior, then their manager and then the Ethics Committee. They shall act similarly in case of doubt or a question related to the Code of Ethics. This does not preclude an Employee’s right to contact the Ethics Committee directly using the procedure set out in the Code of Ethics if the situation cannot be resolved with a supervisor or the relevant manager or if this procedure is not appropriate given the situation (e.g. the notification made to the Ethics Committee concerns the superior or the relevant manager). If the subject of the Employee’s notification is a suspicion of a breach of the rules referred to in Article II of the Code of Ethics or suspicion of any illegal behaviour, the supervisor or the manager to whom the notification was made is obliged to notify the Ethics Committee and proceed in accordance with its decision or instruction.

5. The notification should contain in particular the following information: identification of the persons suspected of the illegal behaviour and of all persons involved in the behaviour, description of the illegal behaviour, any evidence of the illegal behaviour, other specific findings supporting the suspicion of illegal behaviour.

6. The Employee can freely decide to provide the notification anonymously.

7. All complaints addressed to the Ethics Committee will be treated as strictly confidential, including the possible identity of the notifier. The Employer will not penalize Employees who, in good faith, have reported suspected violations of the Code of Ethics, illegal behaviour and/or corrupt practices. In the event that the Employee makes a direct notification to the Ethics Committee, they will subsequently be notified of the decisions of the Ethics Committee and of any measures taken by the Employer’s Board regarding the Employee’s notification.

8. In the case of justified complaints, the Employer undertakes to ensure appropriate redress and to take appropriate measures to ensure that similar situations which have been the subject of the complaint do not recur in the future.

V. Final Provisions

Responsibility for the implementation of the Code of Ethics lies with the Employer’s Board, which will ensure that all Employees are properly and demonstrably acquainted with the Code of Ethics.

On 1 January 2020

Ing. Radomír Houdek

 Executive Manager