Code of Conduct


1. Fundamentals

This Code of Conduct describes the ethical principles and general principles on which GmbH aligns its business activities. Further, it represents the core elements of its corporate culture. The Code of Conduct is a binding model for the behaviour of all organs, executives and employees of GmbH, and sets minimum standards that should be met.

It is not the objective of this Code of Conduct to conclude any possible constellation that may occur. On the contrary, guidelines are to be pointed out, in which the organs, managers and employees of GmbH should orient themselves in their own responsibilities for the company.

The Code of Conduct sets out the rules regarding the following topics:

  • personal interaction
  • corruption and bribery
  • conflicts of interest
  • secondary employment and company participation
  • handling assets
  • data protection and data safety
  • fair competition
  • cooperation with business partners
  • environmental protection
  • political activities
  • personal responsibility of managers and employees

If you have any questions regarding the application of the Code of Conduct, or if there is any uncertainty regarding the direct, or indirect effects of a business on the ethical objectives of GmbH, please contact management.

2. Scope and compliance with the Code of Conduct

The Code of Conduct is binding for all employees of GmbH. The Code of Conduct applies to all organs, executives and employees of GmbH.

The Code of Conduct is a guiding principle in everyday business. The pursuit of profit justifies neither violations of the law, nor the Code of Conduct. If employees become aware of material violations of the law, or the Code of Conduct, they should be reported immediately to the CEO.

3. Lawful and compliant behavior

In all areas of business activity, the executive bodies and employees of GmbH are subject to laws, ordinances and other legal provisions at the European and national level as well as intra-group regulations of the eduPro Group (eg. group policies). GmbH respects the laws, regulations, and regulations of the countries in which it operates, and strives to comply with the highest possible standards when carrying out its business activities. Different rules between local law and the Code of Conduct will apply stricter and more extensive rules, unless local law precludes, or prohibits application of the Code of Conduct.

4. Personal interaction attaches great importance to correct and respectful personal interaction and personal behaviour. This is aimed both at the handling of the employees, as well as in regards to the personal contact with customers and business partners.

In this context, reference is made to the existing rules on sexual discrimination (genders), or any other discrimination. Any kind of physical or psychological violence, or assault, is not tolerated in any area and must be reported immediately to the management for further investigation, and possible further steps.

5. Corruption and bribery

Anti-corruption provisions. The GmbH does not tolerate any actions in which transactions are handled with unfair means. However, the legal provisions are not the only basis for action. Not everything that is legally (just) allowed, is also morally impeccable and tolerated by, and in, GmbH. Upon these fundaments, the expectations of GmbH with regard to dealing with advantages, corruption and bribery are explained below.

Permitted Scope of Benefits / Assumptions

Benefits in the sense of the Code of Conduct are tangible and intangible benefits of all kinds to which the recipient has no legal claim. In addition to “classic” gifts of money and gifts, this includes everything that could be useful to the recipient and better serve him (if only because it increases his social standing). Benefits includes invitations of all kinds (to restaurants and events of all kinds, for example sports events), the granting of discounts, credits, donations, but also a faster or preferential treatment in certain matters (for example government applications).

Such advantages can be offered, promised or granted to organs, executives and employees of GmbH in various constellations of facts, or be accepted by them e.g. meetings associated with invitations to a meal. Such, and similar recognized business practices are acceptable, but are subject to certain limits that must be known to all organs, managers and employees of GmbH, and consistently adhered to.

Benefits granted to organs, executives and employees of GmbH, based on friendly relationships, or accepted by them and attributable exclusively to the private sphere, are not covered by this Code of Conduct. In such a framework, however, business must never be discussed. If the distinction between private and business sphere is unclear, or ambiguous, the managing director is to be consulted before accepting, or granting the benefit. The principle is that friendly relations must never be used as a justification for the acceptance and granting of benefits, the justification of which is based on business relationships, to circumvent the provisions of this Code of Conduct.

Principles of Benefits

  • The value of benefit allocation is not important.
  • The legal design of the benefit is also irrelevant. So are services to be exchanged under the term “donations,” or “sponsoring,” or in return for (fictitious) services not provided, “benefits” within the meaning of this Code of Conduct.
  • It does not matter whether an advantage directly benefits an organ, an executive, or an employee of GmbH, or a person close to it, a close association or a third person otherwise attributable to it. In any case, the principles of this Code of Conduct must be observed.
  • Transparency requirement: in case of doubt, the supervisor, or the managing director, must be consulted before an advantage is offered, or accepted within the scope of the activity for GmbH. It must be documented when, to which persons which advantages were used, and when and by what persons which advantages were accepted.
  • Clarification in advance: If there is any doubt as to whether an advantage may be granted or accepted, the matter should be discussed with the supervisor, or the manager. In these cases, a decision is made together, that must be documented and abided by.
  • Rejection in case of doubt: If there is any doubt as to the admissibility or appropriateness of an advantage, the acceptance must be rejected. This is true even if the supervisor has not expressed any concerns. Ultimately, everyone is responsible for their own behaviour.

Prerequisites for the acceptance of benefits for the activity of the GmbH:

  • Benefits may not be required.
  • Benefits may only be accepted if they are kept in a socially acceptable and appropriate manner.
  • Benefits that are not invitations may only be accepted if they are not undue benefits. It can be assumed that there is no undue advantage if:
    • o it is an everyday attention of merely negligible value that does not consist of a monetary payment, and
    • o it is merely a common expression of general esteem and politeness, and
    • o in the case of a critical objective consideration, the impression is not left that the benefactor expects a certain behaviour, or even a consideration from the recipient, and
    • o the recipient of the benefit provider does not receive regular benefits at shorter intervals.
  • Usual favours, which are exclusively addressed to the company, and whose non-acceptance is contrary to the practices of hospitality and courtesy, may be accepted by management bodies.
  • Cash may not be accepted for yourself, or for any other person.
  • Invitations to business lunches, corporate events (Christmas parties, lectures, etc.), sponsoring events, sporting events (eg. tennis tournament), or other events of business partners may only be accepted if they are in a socially acceptable and reasonable manner and in this participation an objectively justified interest exists. To assess social acceptability and appropriateness, account must be taken of the reason for, and frequency of, invitations and the position of the invited person in the company. An objectively justified interest exists if the interest in the participation is justified in the fundamental tasks of the enterprise, which is, for example, with the perception of representation obligations the case. The acceptance of invitations for related third parties (spouse, partner, etc.) must always be agreed in advance with the managing director.
  • If a business partner wishes to favour the member of the executive body, a manager, or an employee of GmbH favourably by the granting of advantages, the earliest possible contact with the managing director is requested.

Benefits that must be rejected in any case

  • Benefits that go beyond ordinary attention and have a more than negligible value or, even if of minor value, are otherwise inappropriate, may not be accepted.
  • Benefits that give the impression, when critically objective, that they should be motivated to behave in a certain way must be rejected.
  • Benefits that are paid, “because you might need something from the recipient in the future,” must not be accepted.
  • Benefits of persons who have regularly provided benefits to the recipient at shorter intervals in the past, although minor benefits, must be rejected.

Benefit allocations by staff of GmbH

  • Members of the executive bodies, executives and employees of GmbH may not turn to required benefits.
  • Members of the executive bodies, executives and employees of GmbH may only offer, promise or grant advantages, if they comply with the usual social standards.
  • For benefits that are not invitations, the following applies: Members of the executive bodies, executives and employees of GmbH are only allowed to offer, promise and grant advantages to other persons if these are not undue advantages. It can be assumed that there is no undue advantage if all the following conditions are fulfilled and if all the questions below can be answered with “yes”:
    • The benefit is an everyday attention of minor value.
    • The advantage is not in a cash payment, regardless of their amount.
    • The benefit is given voluntarily and out of courtesy and not because it has been demanded by the giver (if only subliminally), or because it is intended to achieve a certain behaviour.
    • Critical objective consideration does not give the impression that the recipient should be moved to a certain behaviour by the benefit.
    • Benefits to persons are not regularly provided at shorter intervals, even if they are only minor benefits.
  • Usual party favours to business associates that are conform with the principles of hospitality and courtesy may be granted through executive boards.
  • Invitations to business lunches, corporate events (Christmas parties, lectures, etc.), or other events may be issued if they are in a socially acceptable and reasonable manner and there is a substantively justified interest in the invitation. To assess the social acceptability and appropriateness, particular consideration must be given to the cause and frequency of invitations and the position of the business partner. An objectively justified interest exists if the interest in the discussion of the invitation is based on the fundamental tasks of the company. An invitation from a third party close to the business partner (spouse, partner, etc.) must always be agreed in advance with the Compliance Officer.

6.Conflicts of Interest

A conflict of interest in the context of an activity for GmbH is a situation in which there is a risk that interests of a personal nature might endanger the interests of GmbH. The organs, managers and employees of GmbH must ensure that their own interests do not conflict with their obligations to GmbH. They are obliged to recognize such conflicts of interest, or situations of prejudice on their own initiative, and to actively prevent and counter these. The higher the professional function of the person, the more critical assessment criteria must be created. Conflicts of interest may arise from a personal relationship with customers, business partners or other employees. Potential conflicts of interest may arise relating to gifts, invitations, contract awards and corruption, fraud, or market abuse.

Full transparency is required regarding potential conflicts of interest. As soon as an institution, executive, or employee becomes aware that a conflict of interest may arise, they must promptly and demonstrably notify their supervisor or compliance officer. This decides on the existence of an actual conflict of interest and the necessary measures, which could be, for example, to assign certain tasks to another employee.

7. Secondary employment and company participation

Side-line activities are self-employed, or self-employed occupational activities outside the official activity for the GmbH. It does not matter whether these activities are carried out on a permanent, or merely case-by-case basis. A secondary employment to the official activity for the GmbH may exceptionally be exercised if this does not hinder the fulfilment of official duties or if other essential interests of the company are not endangered (see also “Conflicts of Interest”).

Any part-time employment must be reported to the supervisor in writing and may only be exercised with the latter’s consent. The same applies to the assumption of executive functions in companies.

The acquisition of shareholdings in companies must be reported to the supervisor immediately in writing. The acquisition of company shares is inadmissible if they are to take place at a competitor of GmbH or the eduPro group, or otherwise could lead to a conflict of interest.

Excluded from this reporting requirement is only the acquisition of shares that merely constitute an investment, do not exceed a small free float, do not provide the opportunity to exert a significant influence on the management of the respective company and are not capable of justifying conflicts of interest.

8. Handling assets

The organs, executives and employees of GmbH are obligated to handle company property carefully, properly and gently as well as to ensure efficient use. In addition, there is an obligation to protect the property of GmbH against loss, damage, misuse, theft, embezzlement, or destruction. Any situation or incident that could lead to such an outcome must be reported to the supervisor immediately.

Equipment of GmbH (for example, computers, telephone systems, copiers, office equipment, company cars, service cell phones) must be used in accordance with the regulations issued for this purpose, or the agreements made in writing between the employee and GmbH.

9. Privacy and data security

Employees of GmbH are obliged to use personal data responsibly and to act with care in the receipt, processing and storage of information (financial data, technical data, operating data, customer information, memos, etc.). Any use, or disclosure of personal data must have a legitimate, unambiguous business purpose. Various laws and agreements with business partners and customers determine how data may be used and shared in the provision of the services. These specifications must be adhered to under all circumstances.

10. Fair competition

So long as GmbH competes with competitors on the market, it is committed to the principles of fair competition and business conduct. Unfair business practices, such as credit injurious statements, spying on business secrets or collusion with other competitors, are inadmissible and are strictly rejected by GmbH.

Legal restrictions, as they result from antitrust regulations, must be observed by all bodies, executives and employees of GmbH. The prohibition on restrictive practices is comprehensive and includes all forms of deliberate coordination that replace practical cooperation with risk-based competition. Both written and verbal agreements are included.

11. Cooperation with Business Partners GmbH expects all its business partners, suppliers, customers and partners to comply with the principles of ethical and sustainable business practices and refuses to cooperate with companies that violate existing laws, or do not comply with the principles set out in this Code of Conduct feel obliged to.

Organs, executives, or employees of GmbH, who become aware that a business partner violates existing laws or otherwise violates the principles of ethical business, are invited to report this to the managing director.

12. Environmental Protection

The GmbH endeavours to act in an environmentally friendly manner and is committed to active environmental protection. In this context, attention must be paid in all areas to waste separation and the careful handling of hazardous substances. strives to find and comply with energy-efficient and ecologically sustainable solutions in all areas.

13. Political Activities

The execution of party political activity in premises, with funds, or on behalf of GmbH, is prohibited. The necessary exchange with official representatives of a state and its countries and municipalities by persons authorized by GmbH is not affected.

14. Personal responsibility of managers and employees

All employees must be responsible within the company and avoid any inappropriate behaviour. The exercise of this responsibility serves the protection and security of GmbH, its employees as well as its business partners and customers.

Particularly in correspondence with an external effect, employees authorized to sign must be aware of the responsibility and consequences of signing documents. GmbH expects its employees to always act with integrity and to comply with the law and the Code of Conduct. All employees of GmbH are required to actively support the goals of GmbH and to promote their reputation. This not only means acting as a positive role model through your own actions, but also responding appropriately to questionable practices of others.

The employees of GmbH are therefore obliged to report concerns when they experience, or observe unlawful, fraudulent or unethical behaviour. The contact person is the Compliance Officer.

Managers have a role model role to play and have a particular responsibility for communicating, implementing and enforcing these guidelines. For all new employees, this Code of Conduct must be enclosed with the service contract and must be signed. In the case of existing employment relationships, the Code of Conduct must be demonstrably brought to the attention of executives by the employees.

Vienna, November 2017 GmbH