Code of Business Conduct and Ethics of Cyesec Ltd.


Cyesec Ltd. and its affiliated companies (“Cyesec” or the “Company”) seek to promote the highest standards of ethics and integrity amongst its personnel and representatives. Compliance with the law and Company policy is absolutely critical to Company success. This Code of Business Conduct and Ethics (this “Code“) covers a wide range of business practices and procedures. Although it does not cover every issue that may arise, it sets out basic principles to guide all employees of Cyesec. All of our employees and representatives, including consultants, contractors and distributors, must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.
Cyesec personnel are encouraged to seek guidance whenever questions arise or voice concerns. Inquiries about this Code may be addressed to: (i) your direct supervisor, (ii) the Human Resources Department, or (iii) the Chief Financial Officer.

1. Compliance with this Code and the 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 personnel must respect and obey the laws of the jurisdictions in which we operate. Cyesec recognizes that the laws and regulations may be complex, subject to change and vary from country to country, but it is critical that Cyesec personnel endeavor to understand the laws that apply to their work and seek guidance when questions arise. Additionally, if a law conflicts with a policy in this Code, you must comply with the law.

2. Business ethics
We conduct our business in an ethical manner. All employees should endeavor to respect the rights of, and deal fairly and lawfully with, the Company’s employees, clients, vendors, customers, suppliers and competitors. Employees should not commit any act that involves theft, fraud, embezzlement or misappropriation of property, money, or services, including that of Cyesec or any of its employees, suppliers, vendors, or customers. In particular, we refrain from and do not tolerate any and all forms of corruption, extortion and bribery, and we specifically ensure that payments, gifts or other commitments to customers and vendors (including Cyesec employees), government officials and any other party are in compliance with applicable anti-bribery laws and customary business practice. We are committed to maintaining our accounting records and supporting documents to accurately describe and reflect the nature of the underlying transactions, and no account, fund or transaction shall be undisclosed or unrecorded.
Employees are prohibited from taking opportunities for themselves personally, or from transferring to any third party, that are discovered by them through the use of corporate property, information or position with Cyesec, without the consent of Cyesec’s board of directors. No employee may (a) use corporate property, information, or position for improper personal gain, or (b) compete with Cyesec or its subsidiaries directly or indirectly. All employees owe a duty to advance the legitimate interests of Cyesec and its subsidiaries when the opportunity to do so arises. Directors and other personnel are expected to disclose any personal interest they may have in a matter that involves a potential conflict between them and the interests of Cyesec. Cyesec seeks to protect all confidential information provided to Cyesec and our respective business partners, we respect the intellectual property of others and adhere to international trade regulations and export control regulations.
Competition is an inseparable component of Cyesec’s business activity, which drives us to improve and leverage our advantages in the market. It is Cyesec’s policy to adhere strictly to all applicable fair competition and antitrust laws in our global operations. In general, these complex laws prohibit any form of agreement or understanding –whether formal, informal, express, or implied– that unreasonably reduces competition and business rivalry.

3. Discrimination and Harassment
The Company is an equal employment opportunity employer and makes employment decisions based on merit. The Company is committed to complying with applicable laws providing equal employment opportunities and prevention of sexual harassment. This commitment applies to all persons involved in the operations of the Company and prohibits unlawful discrimination by any employee of the company, including supervisors and co-workers. The Company will take all reasonable steps to prevent unlawful harassment from occurring, including the adoption and enforcement of strict policies. Please see the Human Resources Department for further guidance.

4. Health and Safety
The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility to follow rules designed to ensure health and safety, such as reporting accidents, injuries and unsafe equipment, practices or conditions in order to maintain a safe and healthy workplace for all employees.
The Company will not tolerate violence and threatening behavior. Employees should report to work in appropriate condition to perform their duties, free from the influence of illegal drugs or alcohol. The Company will not tolerate the use of illegal drugs in the workplace or on the Company’s property. Please see the Human Resources Department for further guidance.

5. Record-Keeping
The Company follows the accepted accounting rules and controls set forth by applicable national and international rules. The Company requires honest and accurate recording and reporting of information in all circumstances, and without exception. Additionally, the Company requires that its outside auditors have access to any and all information necessary for them to conduct audits properly.
Business expense accounts used by employees must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Chief Financial Officer. All of the Company’s books, records, accounts and financial statements must 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.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that could be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be maintained in accordance with the Company’s record retention policy.

6. Confidentiality
Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is required by law. Confidential information includes all information learned while working at Cyesec and should be treated confidentially as Company property.

7. Protection and Proper Use of Company Assets
All employees 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 equipment should not be used for non-Company business, though incidental personal use may be permitted.
The obligation of employees 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 the Company guidance on confidentiality and/or non-disclosure agreements. Please see the Human Resources Department for further guidance on the Company’s policies on IT usage and confidentiality.

8. Compliance Procedures
We must all work to ensure prompt and consistent action against violations of this Code. Cyesec expects its officers, directors, employees, agents, vendors and distributors to uphold the highest ethical and legal standards. The Company’s ‘open door policy’ encourages employees to raise questions, seek advice or report concerns. The Company will not retaliate in any manner, including, but not limited to, discharging, demoting, suspending, threatening, harassing, or otherwise discriminating against an employee who reports in good faith violations or suspected violations of this Code, including, but not limited to, accounting fraud or securities law violations. In addition to the foregoing, employees at all levels are prohibited from retaliating against anyone for raising questions, seeking advice, or reporting a legal, ethical, or policy concern.

9. Accountability for Adherence; Violations of This Code
The values and responsibilities set forth in this Code are important to the Company and its subsidiaries and must be taken seriously by all of us. Accordingly, violation of this Code, including retaliation against someone who has made a complaint of a violation, may lead to disciplinary action in accordance with the Company’s policies, including termination of employment or other relationship with the Company.

10. Review of This Code
The board of directors of the Company will review this Code as necessary and adopt any amendments or modifications to this Code as it shall deem appropriate.