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Lorenzo Group and Its Code of Ethics

LORENZO GROUP
The Lorenzo Group’s Code of Ethics (“Code”) provides a common direction for all employees of the Lorenzo Group. By adhering to its principles and values, the corporate value of the Lorenzo Group and employees’ global and local contributions are enhanced.

The corporate vision of the Lorenzo Group is that through our constant pursuit of innovation, we aim to contribute to the creation of a networked society that is rewarding and secure, bringing about a prosperous future that fulfils the dreams of people throughout the world.


Lorenzo Group and the Code
The Lorenzo Group believes that integrity is a key factor in sustaining business success.

The Code embodies the philosophy of the Lorenzo Group, its reason for existence, its corporate values and the principles that govern its business dealings. The Lorenzo Group seeks to incorporate this Code which provides rules and guidelines to be followed by everyone in the Lorenzo Group.

The Code applies to all employees in the Lorenzo Group, including directors and officers (who are together referred to as “employees” in the Code). The Code also extends to anyone engaged in the business of the Lorenzo Group. The standards of the Code are to be applied to all business operations of the Lorenzo Group throughout the world.

The message underpinning the Code is that all employees in the Lorenzo Group will strive to adhere to the Code in any business dealings or actions. All employees are expected to act in an ethical manner and in compliance with the Code. We expect employees to act with integrity towards those with whom we have business dealings with, to the people in the society where we do business and also towards one another.

The Code is a further development, designed to provide guidance to all of us working in the Lorenzo Group, wherever we may be in the world, as to how we must act so as to:
● prevent breaches of the law;
● maintain our high standards of business conduct; and
● protect the global reputation of the Lorenzo Group.

All employees of the Lorenzo Group must, using the Code as a reference point, learn and comply with the standards and laws that apply to them.


Global Perspective
In an increasingly globalised and borderless business world, we must conduct our activities from a global perspective positioned as a true global player. Success will require us to conduct our business activities from a global perspective whilst being responsive to local needs.

This philosophy extends to our approach to compliance. The Code provides a common set of guidelines for our employees across the whole Lorenzo Group. Regions will also develop its own policies and programmes to ensure the effective implementation of the principles of the Code whilst reflecting the characteristics of each region, country and business area.


Message from the Directors of Lorenzo International Limited
The Lorenzo Group’s world class brand and reputation for integrity have taken many years to establish. We are proud to be part of the Lorenzo Group. However, it is vital that we continue to merit the trust of our shareholders, our customers, our employees, the communities in which we operate and all those with whom we interact with in our business.

The Lorenzo Group has a set of principles and values of our organisation and this Code embodies these principles and values. This Code provides guidance to all employees working in the Lorenzo Group, wherever we may be in the world, as to how we must act so as to prevent breaches of the law, maintain our high standards of business conduct, and protect the global reputation of the Lorenzo Group.

All of us in the Lorenzo Group are responsible for understanding and applying the Code in everything that we do.
I firmly believe that the adoption of this Code is an important step in the development of our global business and in ensuring that reputation of the Lorenzo Group for fairness and integrity is maintained and enhanced.


Lim Pang Hern
Executive Director


COMPLIANCE WITHIN THE LORENZO GROUP

Why do we need a code of ethics?

One of the fundamental principles of the Lorenzo Group is that of “Global Citizenship” – we act as global citizens, attuned to the needs of society and the environment. We therefore act as responsible members of a global society based on sound ethics and integrity. The Code is designed to help us achieve that objective.

The Code governs the Lorenzo Group’s relationships with others including but not limited to the following:
● shareholders
● employees
● customers
● suppliers
● governments
● other businesses (including our competitors)
● the environment
● the community

The Code:
● provides guidance on how all employees in the Lorenzo Group are expected to act;
● is designed to ensure that the Lorenzo Group’s excellent reputation is maintained; and
● is intended to prevent the Lorenzo Group, its employees and all those who come into contact with us from being exposed to harm.

In a constantly changing corporate environment, acting with responsibility and integrity requires ever greater care and the Code and associated compliance policies are designed to help all in the Lorenzo Group to do this.


What are our responsibilities in relation to the Code?

The Code applies to all employees in the Lorenzo Group, including directors and officers and to anyone engaged in the business of the Lorenzo Group.

We must all:
● learn and understand the Code, applying it in the course of our roles and work;
● endeavour to understand all relevant laws and regulations that apply to our roles; and
● endeavour to comply with all such laws and regulations at all times and in every aspect of our work.
Those involved in management or supervisory roles must also:
● support a working environment where ethical conduct is recognised, valued and exemplified;
● ensure that employees and teams understand and follow the principles of the Code; and
● monitor and consistently enforce the Code.


How does the Code fit in with other policies of the Lorenzo Group?

The Code cannot describe in detail every policy, standard or practice of the Lorenzo Group. The Code provides a framework for more detailed policies which are developed at global and regional levels to cover various aspects of the Code in more detail.
All policies and procedures must be consistent with the principles of the Code and will not depart from or dilute those principles. In the event of any conflict between a global, regional or local policy and the Code, the principles in the Code will apply if the standards of the Code are higher than the said global, regional or local policy.


How does the Code fit with local laws?

The Lorenzo Group does business throughout the world. Employees in the Lorenzo Group are subject to the laws and regulations in many different countries.

The Code sets the minimum standards that are required across the Lorenzo Group, wherever we may be working. Where local laws or regulations set lower standards than required by this Code, then the higher standards of the Code will nevertheless apply. If local laws require higher standards than the Code, then we must comply with those higher standards.


Monitoring Compliance and Enforcing the Code

The Lorenzo Group adopts several different mechanisms to monitor compliance with the Code. These include:
● risk management systems;
● compliance audits;
● promoting greater awareness of compliance issues so that violations are more easily recognised and reported; and
● encouraging the use of appropriate mechanisms for compliance issues and concerns to be reported.

Where concerns about compliance issues are raised, appropriate enquiries and investigations will be undertaken to determine the facts and make recommendations for further action to be taken.

All of us who work for or on behalf of the Lorenzo Group understand that a failure to follow the Code may result in disciplinary action, up to and including dismissal.


Reporting Code Violations and Non–Retaliation

All the Lorenzo Group’s employees and those engaged in the business of the Lorenzo Group must report any breaches or potential breaches of the Code which they become aware.

Reports of actual or suspected compliance breaches can be made in several ways, including:
● to a senior manager;
● to a member of the Legal Department;
● to a member of the HR department;
● to a member of the Internal Audit Department; or
● through local grievance procedures.

If the correct course of action is unclear, advice should be obtained from a senior manager of the legal department in that particular region. It is fundamental to the Lorenzo Group’s compliance programme that people are able to report actual or suspected compliance breaches without fear of any retaliation. The Lorenzo Group will not tolerate any adverse treatment against anyone who reports compliance issues or concerns in good faith. Any such retaliation will itself be regarded as a very serious breach of the Code.


LORENZO GROUP’S CODE OF ETHICS

1 WE RESPECT HUMAN RIGHTS

1.1 Respect for Human Rights

The Lorenzo Group supports the protection and promotion of human rights. We respect the personal dignity and rights of every individual.

For example, the Lorenzo Group will not:
● employ people against their will;
● knowingly use or tolerate child labour; or
● intentionally breach employment laws in countries in which the Lorenzo Group operates.

1.2 Discrimination or Harassment

Our workforce consists of men and women of many different nationalities, cultures, religions and other personal characteristics. The diversity of our people is a key strength.

We will not unfairly discriminate based on personal characteristics such as race, colour, religion, creed, sex, age, social status, family origin, physical or mental disability or sexual orientation, nor will we tolerate any such discrimination.
We will not tolerate harassment based on such personal characteristics or arising from the abuse of power or control, that adversely affects individual dignity.

Employment decisions will be based on job qualifications (education, qualifications, experience) and on merit (skills, performance, and other appropriate job-related criteria). Each employee will be provided equal access and/or opportunity and there will be no special treatment extended to anyone in favour or against any individual.

1.3 Creating a Work Environment that Promotes Trust and Respect

The Lorenzo Group is committed to maintaining workplaces that are founded on trust, mutual respect and fair employment practices. We believe that every employee is entitled to be treated fairly, with dignity, courtesy and respect.

Our work environments should be free from harassment or any other behaviour that leads to a hostile work environment. Employees should not be discriminated against, harassed or be placed in a position of abuse and/or violence.

Managers must demonstrate exemplary personal behaviour and performance, openness and honesty. Managers must set clear and realistic goals leaving employees with appropriate responsibility and empowerment. Managers must be accessible to employees.

In matters where employees feel that their rights have been breached, they are entitled to communicate with their direct superior or the management, in private.


2 WE COMPLY WITH ALL LAWS AND REGULATIONS

2.1 Respect and Observance of Laws and Regulations

We will respect and comply with all applicable laws, treaties, government regulations and statutes. Violation of laws or regulations is unacceptable, even when motivated by a misguided devotion to the Lorenzo Group.
We will endeavour to understand all relevant laws and regulations that affect our business and seek to ensure that we do not, through our speech or actions, violate those laws.
We will also aim to understand and conform to local customs and socially accepted business practices where these are considered to be lawful, fair and consistent with the Code.

2.2 Financial Reporting and Records

Shareholders, analysts, customers, creditors and many others rely on the Lorenzo Group to provide them with reliable information concerning the Lorenzo Group’s operations, performance and outlook. The integrity of our record keeping, and financial reporting is critically important to our credibility and is necessary to prevent financial irregularities or even fraud.

All records and reports produced within the Lorenzo Group must be accurate and truthful. This applies equally to records and reports produced for internal purposes as well as those published or distributed externally. Local and global accounting standards must be complied with and effective internal and external controls must be established.

2.3 Environment and Products

Protecting the environment and conserving natural resources are high priority targets for v. To achieve these targets, our environmental management systems will meet appropriate technical standards and comply with all relevant laws and regulations.

We will take a precautionary approach to environmental challenges and undertake to promote greater environmental responsibility. For example,
● during product development, environmentally friendly technical design, technical safety and health protection are key requirements
● recycling and energy conservation are also key factors in the Lorenzo Group’s business.
All our products will be produced to meet the appropriate technical, safety and environmental standards and comply with relevant regulations and licensing requirements.

2.4 Health and Safety

The Lorenzo Group is committed to providing a work environment that is safe, protects health and adopts suitable accident prevention measures. This applies to the design of workplaces, equipment and work processes as well as to safety management and personal behaviour in the workplace.
We must all take personal responsibility for the operational health and safety of ourselves, our colleagues and all those who are affected by the Lorenzo Group’s business operations.

2.5 International Trade

The import and export of products and services are heavily regulated. Some products, services, software and information cannot be supplied or exported to certain countries or customers, or to certain end-users. Breach of trade controls can give rise to very serious penalties including fines and even imprisonment of individuals.
The Lorenzo Group will observe and support all laws and regulations governing how companies supply products, services, software and information.

2.6 Anti-Money Laundering

People involved in criminal activity like terrorism, narcotics, bribery and fraud may try to “launder” the proceeds of their crimes to hide them or make them appear legitimate. Many countries now have laws against money laundering which prohibit conducting activities that involve proceeds of criminal activities and require safeguards to be put in place to prevent inadvertent money laundering.
The Lorenzo Group is committed to compliance with all anti-money laundering and anti-terrorism laws and will take reasonable steps to ensure that it conducts business only with reputable customers involved in legitimate business activities.


3 WE ACT WITH FAIRNESS IN OUR BUSINESS DEALINGS

3.1 Fair Competition

Competition or anti-trust laws are designed to enable free and fair competition and ensure that the best interests of the consumer are served. These laws apply in every country in which the Lorenzo Group operates, and some laws also apply across jurisdictional boundaries.

The Lorenzo Group aims to observe fair and lawful competition practices and to comply with all applicable competition or anti-trust laws wherever it does business.

Anti-trust can be a complex area and as in any matter involving legal issues, the advice of the legal department should be sought when any doubts or concerns arise. Examples that often indicate anti-competitive behaviour include but are not limited to:
● entering into any arrangement with competitors on sales prices;
● agreeing to the price at which our resellers sell the goods and services from the Lorenzo Group;
● agreeing not to compete;
● discussing competitive bids with other bidding companies (bid rigging);
● participating in market allocation (for example: agreeing to allocate certain customers or customer groups or certain geographies);
● agreements as to production or sales volumes; or
● selling goods or services at less than market values in order to hurt competition (dumping).
Anti-competitive behaviour has very severe consequences:
● for example, in the European Union, fines can be up to 10% of global turnover;
● prison sentences for individuals convicted of offences;
● being excluded from government contracts;
● serious reputational harm; and
● serious adverse effect on a company’s ability to obtain contracts in the future.
It is important that any possible breaches of the principle of fair competition are notified immediately to the legal department or senior management. Many countries operate leniency programmes for whistle blowers, which can lead to reduced financial penalties for breaches where they are voluntarily brought to the attention of the enforcement authorities.

3.2 Bribery

The Lorenzo Group competes based on the quality and price of its products, services and solutions. Nobody within the Lorenzo Group or acting on behalf of the Lorenzo Group may give or accept, directly or indirectly, a bribe in any form. “Bribe” means any advantage or potential advantage, whether in monetary or any other forms.

The making of an improper payment to gain an advantage is never acceptable in the Lorenzo Group as it exposes the individual and the Lorenzo Group to criminal prosecution.

The following can be construed as a bribe or improper payment:
● giving or promising money, goods or services to a government official, customer or employee;
● paying a gratuity to a government official or employee to expedite an administrative action; or
● payment of a commission that is disproportionate to the services provided.

We have to take great care in dealing with government officials; in many countries gifts or payments to government officials are specifically and strictly prohibited by law. Some countries also extend such laws to foreign government officials overseas.

Everyone doing business through consultants, intermediaries or other third parties must endeavour to ensure that they also comply with the above rules.

3.3 Dealing with Governments

The Lorenzo Group conducts business with national governments and government-owned enterprises. In the course of our work, we frequently interact with government agencies and officials. In every instance, the Lorenzo Group’s employees must apply the highest ethical standards and comply with applicable laws and regulations.

In particular, we must:
● comply with special legal and regulatory requirements that are commonly associated with government transactions;
● be truthful and accurate when dealing with government officials and agencies;
● ensure that reports, certifications, statements and proposals are current, accurate and complete;
● ensure that contractual requirements are adequately identified and understood and that we do not materially deviate from contract requirements without written approval from an authorised government official;
● avoid any incorrect or unauthorised cost charging on government contracts; and
● be especially careful when dealing with foreign governments or governments of developing countries or emerging markets.
In the event of contact with a government regulator or enforcement authority, advice should be sought from the legal department.

3.4 Fair and Ethical Purchasing

The Lorenzo Group’s suppliers play a critical role in its ability to operate and provide products and services to its customers. The ethical performance of the Lorenzo Group’s suppliers is scrutinised by our stakeholders and can have a direct impact on the Lorenzo Group’s reputation. Any failure by our suppliers to meet our ethical standards will undermine our own aims for compliance and integrity in our business operations.

We will choose our suppliers carefully based not only on appropriate criteria such as service and price but also on their ability to comply with all relevant legal requirements. We will also expect our suppliers to act in a manner that is consistent with the principles and standards in this Code.

We will also ensure that the Lorenzo Group does not treat suppliers unfairly or take unfair advantage of its size in comparison with smaller suppliers.

3.5 Marketing and Advertising

The Lorenzo Group’s reputation is valuable and has been achieved through many years of excellent service and integrity in its business operations. To maintain our reputation, all marketing, advertising and sales activities must describe our offerings and services legally and fairly. Any practice that is false, misleading or deceptive is prohibited.

The Lorenzo Group’s brand and trademark must be used consistently legally and in accordance with company policy.

3.6 Political and Media Activity

The laws of certain countries set strict limits on contributions by companies to political parties or candidates. Violations can lead to serious penalties including fines or imprisonment. It may also affect the Lorenzo Group’s reputation as one that is perceived to be supporting a certain political party.

We are not permitted to make direct or indirect political contributions to candidates, office holders or political parties on behalf of the Lorenzo Group unless authorised in writing by an employee in a senior level of management.
We should not speak to the media or make statements for or on behalf of the Lorenzo Group, unless authorised in writing by the Public Relations office.


4 WE PROTECT AND RESPECT INTELLECTUAL PROPERTY

4.1 Protecting the Intellectual Property (“IP”) of the Lorenzo Group

The Lorenzo Group’s intellectual property is a valuable asset and an essential management resource underpinning our business activities as well as the confidence that our customers place in us.

We will make every effort to obtain and maintain all necessary intellectual property rights including but not limited to patents, copyrights and trademarks and utilise them effectively in expanding our business.

In particular we must:
● identify and protect the Lorenzo Group’s intellectual property;
● comply with all the Lorenzo Group’s policies concerning the protection of intellectual property; and
● consult the legal department before disclosing the Lorenzo Group’s proprietary information to others or permitting others to use the Lorenzo Group’s intellectual property.

4.2 Respect for Third Party IP

Unauthorised use of the intellectual property of others can expose the Lorenzo Group (and individuals within the Lorenzo Group) to civil law suits and damages including significant fines and criminal penalties.

We respect third party intellectual property and use it only after having properly secured rights to its use.

In particular we must:
● respect valid copyrighted materials and other protected intellectual property of others;
● consult the legal department concerning licences or approvals that may be necessary before using any intellectual property belonging to others;
● put safeguards in place to avoid inadvertent disclosure of proprietary information of any previous employer; and
● respect third party IP rights handed over for a limited purpose.


5 WE MAINTAIN CONFIDENTIALITY

5.1 General Principles

The appropriate handling of information is fundamental to our business activities. A careless mistake that results in information being lost or leaked can cause or lead to irreparable damage and loss of reputation. We must comply with the Lorenzo Group’s security policy on global information and the related rules for handling different types of information. In addition, we must also be conscious of the vital importance of data security in our daily work so as not to unintentionally lose or leak any confidential information or personal data.

5.2 Protecting Confidential Information
Any information of the Lorenzo Group which we have access to in our daily work is considered confidential and critical to our success. Confidential information includes but is not limited to information on matters of business, pricing, research and development, products, manufacturing, human resources, internal reporting figures and technical know-hows.

We must:
● take adequate steps to secure and protect the Lorenzo Group’s confidential information;
● ensure that we do not disclose such information to anyone outside the company without following correct procedures (for example ensuring that there is a binding non-disclosure agreement in place);
● only use the Lorenzo Group’s confidential information for the purposes of the business of the Lorenzo Group and
● only make records, copies or databases of the Lorenzo Group’s information where directly necessary for the Lorenzo Group’s business.

5.3 Protecting Confidential Customer or Third Party Information
Information from our customers or business partners must be handled and used appropriately in accordance with the terms and conditions defined and specified in each contract with them, including terms and conditions related to the intended use, management and duration of the confidentiality of such information.

We must therefore handle such third party information appropriately at all times, preserve confidentiality and not breach contractual obligations.

5.4 Handling Personal Data
The Lorenzo Group is committed to protecting the personal data of its employees, customers, suppliers and others in accordance with local laws. In gathering and keeping personal data for any purpose, we will endeavour to handle, manage and use such personal data appropriately and in accordance with all relevant laws and regulations.

In particular we will:
● endeavour to learn and understand laws and regulations relating to personal data that affect our work activities;
● understand and comply with regional data protection policies;
● collect, use and process personal data for legitimate business purposes only;
● use anonymous data instead of personal data where appropriate;
● limit access to personal data to those who need it for a legitimate business purpose;
● take care to prevent accidental loss or destruction of personal data;
● take immediate action if we learn of a violation or loss of personal data;
● observe and note inadequate controls over personal data; and
● transfer personal data between countries lawfully and subject to appropriate safeguards.


6 WE DO NOT USE OUR POSITION IN THE COMPANY FOR PERSONAL GAIN

6.1 General Principle

We must not use our position, role, corporate information, corporate facilities, assets or act in a way contrary to our corporate obligations, to seek or gain benefits for ourselves, our relatives, friends or any other third parties.

6.2 Conflicts of Interest

All those working in or on behalf of the Lorenzo Group must ensure that nothing they do, at work or outside work, conflicts with their responsibilities to the Lorenzo Group. We must aim to avoid any situation where our own interests may impair our ability to make unbiased decisions for or on behalf of the Lorenzo Group. Even the appearance of a conflict of interest can be damaging.

Where possible, we must act in a professional, ethical and responsible manner to avoid conflicts of interest. Where potential conflicts of interest cannot be avoided, they must be carefully managed in a transparent manner, with the necessary disclosure to be given as far as possible.

Areas to watch for include:
● outside business activities or financial interests that may present a conflict of interest or the appearance of one;
● the use of the Lorenzo Group’s time, resources or facilities for activities other than the Lorenzo Group’s business;
● taking personal advantage of an opportunity that is discovered or advanced through working in the Lorenzo Group;
● accepting officer or director positions with an outside business (even with not-for-profit organisations where the

Lorenzo Group’s support may be sought or expected);
● gifts, discounts or entertainment offered by customers or potential customers;
● dealing with businesses owned or managed by friends or family; or
● hiring, promoting or directly supervising a family member or close friend.

All employees must proactively disclose to their manager any actual or apparent conflict of interest so as to work with the manager to discuss, document and manage any such conflict of interest effectively.

We must not engage in any activity outside work that damages the Lorenzo Group’s reputation. For example, we should not post inappropriate messages about the Lorenzo Group on online bulletin boards or networking sites.

6.3 Gifts and Entertainment

Employees must ensure that they are fully aware of and understand the policy on gifts and entertainment before:
● giving or accepting any gifts;
● engaging in customer entertainment; or
● giving or receiving any other benefits.

For modest gifts, entertainment or benefits that are within a reasonable and acceptable range under the regional policy, employees may accept such gifts or benefits subject to prior approval of their manager.

If there is any risk that the gift, entertainment or other benefit may create the appearance of impropriety then it must not be offered or must be politely declined.

6.4 Insider Dealing

Insider dealing laws prohibit the buying and selling of securities in companies based on material information that is not available to the public. The Lorenzo Group is committed to supporting fair and open securities markets throughout the world.

Nobody working in or on behalf of the Lorenzo Group is permitted to trade stocks or other securities using undisclosed “insider” information gathered in the course of his employment in the Lorenzo Group or with third parties. Any such information shall also not be disclosed to others.

To comply with this principle:
● it is prohibited to buy or sell the securities of any company (Including the Lorenzo Group) either directly or through others, with knowledge of inside information about that company;
● no recommendations or suggestions should be made to others based on inside information; and
● the Lorenzo Group’s information must be kept confidential.

6.5 Protecting Company Assets

The Lorenzo Group’s assets are provided to help achieve our business goals. Damaged, stolen, misused or wasted company assets have a negative impact on the operational and financial performance of the Lorenzo Group and therefore on all of us individually.

We will not use, sell, lease or dispose of any company assets, including software, hardware, or other equipment or facilities for any purpose other than transacting or undertaking the business of the Lorenzo Group.

Company assets must be used for legitimate business purposes only. There is a strict prohibition on the use of any company equipment or system for accessing, retrieving or transmitting any inappropriate or offensive material. Local IT policies provide further details and all employees have a personal obligation to ensure that they are aware of and understand their relevant IT policy.