All Policies

nLighten Code of Conduct

Introduction

This Code of Conduct (“Code”) of nLighten HQ BV and its affiliates (collectively, the “Company” or “nLighten”) covers a wide range of business practices and issues. It does not cover every issue that may arise, but it sets out basic principles to guide the employees, officers and directors of nLighten. All Company employees (fulltime or parttime, permanent or temporary), officers and directors should conduct themselves accordingly and seek to avoid even the appearance of improper behavior in any way relating to the Company. Each employee, officer and director must familiarize themselves with the Code and other nLighten policies.

Where appropriate, the Code also extends to third parties including agents, distributors or suppliers, vendors, consultants, contractors and sub-contractors.

Please direct any questions about this Code to compliance@nlighten.eu.

1. Scope of Code

This Code is intended to deter wrongdoing and to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
full, fair, accurate, timely, and understandable disclosure in reports and documents the Company files with, or submits to, regulators and in other communications made by the Company;
compliance with applicable governmental laws, rules, and regulations;
the prompt internal reporting of violations of this Code to the appropriate person or persons identified in this Code;
accountability for adherence to this Code; and
adherence to a high standard of business ethics.

2. Compliance with Laws, Rules, and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which the Company’s ethical standards are built. All employees, officers and directors should respect and obey all international, national and local laws, rules, and regulations applicable to the business and operations of the Company. Although employees, officers and directors may not know all of the details of these laws, rules, and regulations, it is important to know enough to determine what to look for and when to seek advice.

3. Conflicts of Interest

A “conflict of interest” exists when an individual’s private interest interferes in any way – or even appears to conflict – with the interests of the Company. A conflict of interest situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work on behalf of the Company in an objective and effective manner. Conflicts of interest may also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company. Loans to, or guarantees of obligations of, employees, officers or directors and their family members may create conflicts of interest.

Service to the Company should never be subordinated to personal gain or advantage. Conflicts of interest, whenever possible, should be avoided. In particular, clear conflict of interest situations involving employees, officers or directors who occupy supervisory positions or who have discretionary authority in dealing with any third party may include the following:

any ownership interest in any customer, supplier or competitor, unless such ownership consists of shares that are traded on a regulated exchange;
any consulting or employment relationship with any customer, supplier, or competitor;
any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities to the Company;
the receipt of non-nominal gifts or excessive entertainment from any organization with which the Company has current or prospective business dealings;
being in the position of supervising, reviewing, or having any influence on the job evaluation, pay, or benefit of any family member; and
selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable employees are permitted to buy or sell.

No employee, officer or director may work for a competitor, customer or supplier, as an employee, consultant or board member, without prior written approval from the Company or the Company’s Board of Directors (“Board”), as applicable. Employees, officers and directors are expected to avoid situations where the private interest of their family, a person living in their residence, or any other associate may conflict with, or reasonably lead to a conflict with, or may have the appearance of a conflict with the interests of the Company.

The best policy is to avoid any direct or indirect business connection with the Company’s customers, suppliers, and competitors, except on the Company’s behalf.

Conflicts of interest may not always be clear-cut, and further review and discussions may be appropriate. Any employee, officer or director who becomes aware of a conflict or potential conflict, or who is uncertain as to whether a conflict or potential conflict may exist in particular circumstances, should bring it to the attention compliance@nlighten.eu.

4. Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves personally or directing to a third party any opportunity that is discovered through the use of corporate property, information, or any position without the consent of the Board.

Employees, officers and directors shall not:

enter into competition with the Company;
provide unjustified advantages to third parties to the detriment of the Company; or
take advantage of business opportunities available to the Company for themselves or for their spouse, registered partner or other life companion, foster child or any relative by blood or marriage up to the second degree.

If an employee, officer or director discovers, or is presented with, a business opportunity through the use of property or resources of the Company, or because of such person’s position with the Company, that person shall first disclose the terms and conditions of such business opportunity to that person’s direct supervisor, who shall consult with the appropriate level of management to determine whether the Company wishes to pursue the business opportunity.

5. Prohibition of Personal Loans

The Company will not make any new extension of credit, or arrange for the extension of credit in the form of a personal loan to any director or executive officer of the Company, and will not make any material modification to, or renewals of, any existing loan arrangements.

6. Competition and Fair Dealing

The Company seeks to compete in a fair and honest manner. The Company seeks competitive advantages through superior performance rather than through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee, officer and director should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, service providers, competitors, and employees. No employee, officer or director should take unfair advantage of anyone relating to the Company’s business or operations through manipulation, concealment, or abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

To maintain the Company’s valuable reputation, compliance with the Company’s quality control processes and safety requirements is essential. In the context of ethics, quality requires that the Company’s products and services meet reasonable customer expectations.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with third parties. No gift or entertainment should ever be offered, given, provided, or accepted by an employee, officer or director, family member of an employee, officer or director, or agent relating to the individual’s position with the Company unless it

is not a cash gift;
is consistent with customary business practices;
is not excessive in value;
cannot be construed as a bribe or payoff, and
does not violate any laws or regulations.

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To support fair and honest competition, employees, officers and directors

shall not knowingly enter into an agreement or tacit understanding with competitors of the Company which would illegally restrict fair and honest competition;
shall be cautious when discussing competitive issues relating to the Company’s businesses (including the Company's strategies and the identity of its customers, suppliers and other business partners), except to the extent that such information is publicly available other than through improper disclosure;
shall limit communications, when participating in joint ventures and industry associations involving competitors, to communications required for conducting business;
shall not knowingly use market power or market information in a way that may restrict fair and honest competition; and
shall not engage in unfair or deceptive acts or practices.

7. Equal Opportunity Employment, Non-Discrimination and Anti-Harassment

nLighten is committed to providing a work environment that is free of unlawful discrimination or harassment of any kind. nLighten is firmly committed to providing equal opportunity in all aspects of employment, and to complying with applicable national disability laws and providing reasonable accommodation for employees with disabilities. nLighten’s policy is to recruit, hire and promote for all positions in a non-discriminatory manner in accordance with applicable country, state and local laws. Acts of discrimination or retaliation by managers, supervisors, or any person in authority, including harassment, will not be tolerated and will be the subject of disciplinary actions up to and including termination of employment.

nLighten prohibits any form of unlawful discrimination based upon sex, race, color, ethnicity, national origin, age, disability, religion, or any other basis protected by law with respect to every aspect of the employment process including, but not limited to, hiring, promotion, demotion, transfer, recruitment, termination, pay, or training. The term “harassment” includes harassment based on any category protected by country, state or local law, which may include, but is not limited to, unwelcome slurs, jokes, or verbal, graphic or physical conduct relating to an individual's race, color, religious creed, sex, national origin, ancestry, citizenship status, pregnancy, childbirth, physical disability, mental and/or intellectual disability, age, military status, marital status, registered domestic partner or civil union status, familial status, gender (including stereotyping and gender identity or expression), medical condition, genetic information, or sexual orientation.

In addition, all employees must be allowed to work in an environment free from unsolicited and unwelcome sexual overtures. Sexual harassment refers to behavior such as unwelcome sexual advances, requests for sexual favors, and other conduct or communications of a sexual nature. Submission to such conduct may not be used as the basis for employment decisions, and such conduct may not interfere with an individual's work performance by creating an intimidating, hostile, or offensive working environment. Sexual harassment of any kind will not be tolerated by the Company.

With respect to nLighten’s policy of non-discrimination and non-harassment, all employees, officers and directors are expected to:

support this policy actively;
act in accordance with this policy at all times when interacting with other employees, vendors, customers, and partners;
ensure that all actions taken and decisions made by them and any subordinates are consistent with this policy; and
immediately bring any actual or suspected incidents in violation of this policy to the attention of compliance@nlighten.eu.

8. Health and Safety

At nLighten, we put the health and safety of employees, contractors and visitors first. nLighten has drawn up a separate Health and Safety Policy which each employee, officer and director is expected to read and adhere to.

9. The Environment

At nLighten, we strive to create a working environment with a minimal carbon footprint. We achieve this by focusing on:

Designing and operating efficiently in order to reduce consumption of all resources, including energy, water, natural gas, diesel and refrigerants;
Encouraging our employees and suppliers to adhere to the common goal of sustainable business development;
Implementing environmentally friendly solutions in our data centers;
Evaluating on an ongoing basis the implementation and impact of our ESG policies.

10. Record-Keeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. Information recorded internally or submitted to third parties must be full, fair, accurate, timely, understandable, and complete. Reports or records should not be used to mislead those who receive them, or to conceal anything that is improper.

Many employees, officers and directors regularly use business expense accounts, which must be documented and recorded accurately. If an employee, officer or director is not sure whether a certain expense is legitimate, please consult the nLighten’s business expense guidelines or reach out to the nLighten’s Head of Finance.

All of the Company’s books, records, accounts, and financial statements must reflect an accurate and verifiable record of all transactions, be maintained in reasonable detail, must appropriately reflect the Company’s transactions, and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” transactions or assets should not be maintained.

Business records and communications often become public, and the Company and its employees, officers and directors in their capacity with the Company should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. The Company’s records should always be retained or destroyed according to the Company’s record retention policies and to applicable legal requirements, In accordance with those policies and requirements, in the event of litigation or governmental investigation, employees, officers and directors should consult with the Legal department before taking any action because it is critical that any impropriety or possible appearance of impropriety be avoided.

11. Confidentiality and Privacy Protection

Employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company or its investors, customers, suppliers, joint venture partners, or others with whom the Company is considering a business or other transaction except when disclosure is authorized by an executive officer or mandated by laws or regulations. Confidential information includes all non-public information that might be useful or helpful to competitors or harmful to the Company or its customers and suppliers, if disclosed. It also includes information that suppliers and customers have entrusted to the Company and may contain, moreover, personal data protected by privacy laws. Such personal data should only be processed fairly and lawfully in accordance with applicable privacy laws and confidential information received from third parties should only be used and maintained in accordance with the applicable confidentiality agreement with each such party.

Access to confidential information should be shared with others within the Company only on a “need-to-know” basis in connection with responsibilities for the Company, and each employee, officer and director shall use such information only in connection with the conduct of legitimate business on behalf of the Company. Employees, officers and directors may not use confidential information for their own benefit, nor to communicate or sell it to any third party. The obligation to preserve confidential information continues even after employment ends.

12. Internet Usage and Social Media

Computers, laptops and handheld devices with e-mail and internet access are provided by the Company primarily for business use. All employees, officers and directors should use the same care, caution and etiquette in sending an e-mail (or when making use of other electronic means of communication) as they would in corresponding in paper form.

Employees, officers and directors are expected to safeguard confidential information and protect the nLighten brand when using social media tools, including blogs, wikis, social networks, video sharing, and community sites. In the use of all social media, including personal social media where an employee, officer or director may not be identified as a representative of nLighten, employees, officers and directors are expected to be mindful of how they present themselves. The Company prohibits unauthorized comments by employees, officers or directors on confidential and non-public Company information such as the Company’s current or future business performance or business plans. Please send an email to compliance@nlighten.eu regarding questions or concerns about the representation of nLighten on social media.

13. Protection and Proper Use of Company Assets and Other Materials

All employees, officers and directors should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company assets should be used for legitimate business purposes and should not be used for non-Company business.

All employees, officers and directors shall take appropriate measures to ensure the efficient and legitimate use of property and resources of the Company and shall promptly report to their direct supervisor any misuse of Company property or resources.

The obligation to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property, such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information, and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

Many materials, such as computer software, audio and videotapes, trade journals, books, and magazines are protected by copyright law. Employees, officers and directors may not reproduce, distribute, or alter copyrighted materials owned by the Company or others without a valid license or prior permission of the copyright owner or its authorized agent. Only legitimately purchased software may be loaded onto a company computer.

14. Antitrust Compliance

It is the policy of the Company to comply with all applicable antitrust laws. Antitrust laws are complex and cannot be fully explained in this Code. If there is any doubt about the legality of conduct, the Company’s legal department should be consulted before action is taken.

Employees, officers and directors are expected to comply with all applicable supranational, country and state antitrust laws and regulations. It is against nLighten’s policy for its employees, officers and directors to have an agreement or understanding with any of nLighten’s competitors concerning prices, pricing, policy, discounts, promotions, terms or conditions of sale, purchases, territorial markets, distribution or the like. Communications or discussions with competitors concerning these topics should be avoided. Any understanding or agreement with another person to refrain from doing business with a customer or supplier is against nLighten’s policy.

15. Anti-Corruption/Anti-Bribery

The Company has a zero-tolerance approach to corruption and bribery and it will comply with all applicable anti-corruption and anti-bribery laws. The applicable EU and domestic anti-bribery regulations and rules, as well as the U.K. Bribery Act and the U.S. Foreign Corrupt Practices Act prohibit giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. This prohibition applies to direct and indirect payments made or received by the Company, third parties or employees, and is intended to prevent bribes, kickbacks, or any other form of influence. Illegal payments to or from government officials of any country are strictly prohibited. Other states may also operate laws and regulations regarding business gratuities aimed at government personnel.

The promise, offer, or delivery to an official or employee of a government of a gift, favor, or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. If there are questions or concerns related to anti-corruption or antibribery issues, employees should reach out to the Company’s legal department.

16. Gifts and Entertainment

In many places and cultures, giving and receiving gifts is an important part of doing business and can serve legitimate business purposes. It should be clear that the purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain an unfair advantage with customers or vendors. Employees, officers and directors are all expected to use good judgment and moderation when giving or receiving gifts or entertainment. Employees, officers and directors should never offer or provide any gift or entertainment unless it:

Is reasonable and not extravagant;
Is appropriate under the circumstances and serves a valid business purpose;
Is customary and appropriate under local customs;
Is not being offered for any improper purpose and could not be construed as a bribe or payoff;
Does not violate any nLighten policy;
Does not violate any local or international laws or regulations.

nLighten considers a gift anything with a value of at least EUR 50. This includes tangible items, such as a bottle of wine or art, as well as intangible items, such as discounts, favors, loans and advantages that are not available to the general public. A gift also includes meals, entertainment, trips and tickets to cultural and sporting events, as well as any other merchandise or services. These nLighten’s gift and entertainment guidelines apply at all times and in all circumstances there are no exceptions for holidays or Company events.

It is important that employees, officers and directors accurately report expenditures for gifts or entertainment, so the purpose, amount and recipient of the gift or entertainment are obvious (i.e. transparent) to the finance department and any other personnel who may review our books and records. The expense report should accurately state the purpose of the expenditures and the identities of the individuals receiving the gift or entertainment and state whether the gift or entertainment was given to a public sector official or to any employee of a government entity. The expense report should also state how and when approval for these expenditures was obtained.

Received gifts or entertainment should also be reported, stating the purpose, object, amount or value and provider of the gift of entertainment. Upon receipt of a gift or entertainment, they should be reported to compliance@nlighten.eu.

17. Whistleblower Protection Policy

We believe it is essential to create an environment in which individuals feel able to raise any matters of genuine concern without fear of retaliation, confident that their concerns will be taken seriously and acted upon by the Company.

nLighten has a zero-tolerance policy when it comes to retaliation against any employee who makes a good faith report of potential misconduct or helps with an investigation. Current and former employees, officers and directors may report such irregularities to compliance@nlighten.eu.

Anyone reporting an irregularity should provide as much relevant and concrete information as possible in order for the irregularity to be taken into consideration and investigated properly.

nLighten follows the spirit of the EU Whistleblower Directive and the Company strives to adhere to the general principles of this directive by safeguarding the rights of whistleblowers and to encourage fair treatment of potential irregularities which may be brought to the attention of relevant senior employees. Additionally, each whistleblower has the right and shall be given the opportunity by the Company, to consult with an independent confidential counsellor concerning the irregularity reported by such whistleblower. Such counsellor shall be designated by the Compliance Officer.

The Company shall treat and safeguard as private and confidential the identity of each whistleblower, as well as any irregularity reported by such whistleblower. Such information shall not be disclosed by the Company, unless:

it is with the consent of the whistleblower concerned; or
it concerns a disclosure to the professional advisors of the Company or of the whistleblower concerned, subject to a duty of confidentiality and only to the extent necessary for any lawful purpose.

The Company will not take disciplinary action or other adverse employment action against a whistleblower in retaliation for reporting irregularities in good faith, or for providing truthful information in good faith in connection with any investigation, inquiry, hearing or legal proceedings involving irregularities. However, a whistleblower who knowingly reports irregularities in a manner which is not truthful and in good faith, or does so in a reckless or frivolous manner, may be subject to legal and/or disciplinary action, including dismissal.

18. Sanctioned Countries, Restricted Parties and Anti-Boycott

nLighten is committed to conducting its business in compliance with laws applicable to transactions regarding sanctioned countries, restricted parties and anti-boycott. No employee, officer or director, regardless of location, will engage with a country subject to applicable national, EU or UN embargoes, or trade sanctions.

nLighten will not enter into any business arrangement with any party if such party is included on restricted parties lists. nLighten will exercise appropriate due diligence with regards to the third parties with which nLighten conducts business. The EU list of sanctioned countries and restricted parties can be found on EU Sanctions Map – EU Sanction regimes.

19. Anti-Money Laundering

nLighten employees, officers and directors are prohibited from engaging in or facilitating transactions anywhere in the world involving funds that were derived from illegal activities. nLighten must comply with all applicable anti-money laundering laws, rules and regulations of all countries where we do business. Therefore, we must carefully scrutinize all payments and transactions with customers, vendors, business partners, agents and affiliates. We will not accept any funds or make any payments that are or appear to be derived from illegal activities. Involvement in money laundering activities can expose nLighten and its employees, officers and directors to penalties that include severe fines and imprisonments.

20. Waivers of the Code

Any waiver of this Code for directors or executive officers may be made only by the Board and will be promptly disclosed as required by applicable laws, rules, and regulations.

21. Reporting any Illegal or Unethical Behavior

Employees, officers and directors are encouraged to talk to the legal department, or any of nLighten’s executive officers about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. Employees, officers and directors will be able to anonymously report violations or suspected violations of this Code, including fraudulent accounting and auditing matters by contacting the Helpline.

nLighten will not allow retaliation for reports of misconduct by others made in good faith. All reports made through the Helpline will remain confidential at the option of the reporting person. Retaliation or taking adverse action against such reporting person for raising or helping to resolve an integrity concern is strictly prohibited. Employees, officers and directors are expected to cooperate in internal investigations of misconduct.

22. Enforcement

The Board shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code and to these additional procedures, and may include written notices to the individual involved that the Board (or its designee) has determined that there has been a violation, demotion or re-assignment of the individual involved, suspension with or without pay or benefits, and termination of the individual’s employment or position. In determining the appropriate action in a particular case, the Board (or its designee) shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action, and whether or not the individual in question had committed other violations in the past.