Code of Conduct of the TIMETOACT GROUP

The companies of the TIMETOACT GROUP have a great interest in complying with the applicable antitrust and competition regulations, as non-compliance can have serious consequences for the companies. In particular, fines or other forms of financial penalties may be imposed on the company concerned, agreements may be invalid, third parties may be able to claim damages and there is a risk of reputational damage and negative press if breaches of the law become public.

In order to avoid damage to the companies of the TIMETOACT GROUP through antitrust and competition violations, the following must therefore be observed in particular:

The conclusion of agreements of any kind or concerted practices (e.g. informal cooperation) with competitors or customers that are aimed at restricting competition or that have an anti-competitive effect are considered violations of antitrust law. In individual cases, business discussions with competitors can also be regarded or interpreted as violations of antitrust law. This may be the case in particular with

-          Agreements to fix or control prices (e.g. minimum prices, minimum fees or discounts);

-          Exchange of information on prices, sales conditions, discounts and sales promotion measures;

-          Agreements on the territorial division of markets;

-          specific invitation to tender;

-          Agreements on the allocation of customers;

-          Agreements on the restriction of production or the sale of products;

-          Agreements to boycott certain business partners or customers;

-          Agreements on vertical restraints (e.g. prohibition of passing on discounts).

If a business-related discussion is held with a competitor on one or more of the aforementioned topics, employees should not take part in the discussion or leave the meeting, as meetings of this kind may constitute or at least indicate anti-competitive cooperation.

In the course of their work, employees and management may gain knowledge of non-public information that is relevant to trading in securities. Utilization of this information may constitute insider trading. Insider trading is defined as the unlawful use or disclosure of insider information.

Insider information is concrete information about circumstances that are not publicly known, which relate to an issuer of insider securities (financial instruments of any kind such as shares, bonds, warrants and derivatives) or the insider securities themselves and are of such importance that they can significantly influence the decision of investors when buying, selling and holding securities.

In particular, the following information may constitute inside information:

-          Takeover offers

-          Research success of the company

-          Introduction of new products

-          unexpected profit increases or major orders

-          Unexpected drop in profits

-          filing for insolvency due to inability to pay or over-indebtedness

-          company mergers

-          personnel changes

-          planned IPOs

-          Change in company management

The applicable regulations on insider trading are complex. Even the suspicion of a breach of the laws and regulations on insider trading carries the risk of reputational damage. Insider trading can also be a criminal offense.

Employees may therefore not:

-          acquire or dispose of insider securities for their own account or for the account of other persons using insider information,

-          disclose or otherwise make available insider information of which they have knowledge to other persons without authorization, or

-          recommend the purchase or sale of insider securities to other persons or induce other persons to trade in insider securities on the basis of your insider information.

Employees must ensure that insider information is only ever passed on internally to those persons who are authorized to know and who need the insider information for their work.

Data protection serves the right to informational self-determination of the individual, i.e. the right of every person to determine the disclosure and use of their personal data, such as name, postal address, e-mail address, telephone number, financial circumstances, etc., themselves. Data protection is necessary to prevent a violation of basic personal rights.

The companies of the TIMETOACT GROUP give high priority to the protection of personal data. Therefore, the companies of the TIMETOACT GROUP do not process (i.e. collect, store, modify, transmit, block, delete, etc.) or use personal data unless full compliance with applicable law has been ensured in advance, in particular in the course of the use of artificial intelligence. Where necessary, personal data is anonymized or pseudonymized. The handling of personal data must be transparent for the data subject. The right of the data subject to be informed about the handling of personal data and to request any necessary correction of the data must also be guaranteed. The same applies to the right of the data subject to object to the processing of personal data if the legal requirements are met, or to request the deletion or blocking of personal data.

Employees may only process personal data that has been disclosed to them or to which they have access in the course of their work for a TIMETOACT GROUP company if there is a legal basis (which may also include the necessity of storage or use for the purpose of a contractual relationship, in the case of employee data the necessity for the establishment, implementation or termination of the employment relationship) or with the consent of the person concerned. This also applies when personal data is exchanged between companies of the TIMETOACT GROUP.

Employees can find out which specific standards and requirements the applicable law sets for the use of personal data in their area of responsibility from the respective company's data protection officer.

Further information can be found in our data protection manual.

The unauthorized use of the intellectual property rights of third parties is prohibited and will not be tolerated by the companies of the TIMETOACT GROUP. In particular, copyright laws prohibit the reproduction, performance, distribution, licensing or display of copyrighted works without the prior permission of the copyright owner. Permission from the copyright owner is also required for the creation of derivative works. Trademark laws protect names, logos and other corporate marks.

Employees must ensure that they have an agreement with the copyright holder when using their intellectual property. In the event of uncertainty and in particular before using a name, logo, texts, images or other marks in business transactions or when using AI systems, they should therefore consult the respective rights holder.

The company is obliged to comply with the applicable anti-money laundering laws. This includes the obligation to identify the contractual partner, select permissible forms of payment and determine how possible money laundering transactions can be uncovered.

Employees should immediately report any suspicion of money laundering to their line manager or a member of management. They should pay particular attention to transactions that come to their attention due to an unusually high amount of cash. The same applies if they notice transaction structures to avoid reporting obligations or to circumvent proper accounting.

The companies of the TIMETOACT GROUP are committed to ensuring that all books, records, accounts and other documents (hereinafter referred to as “documentation”) relevant for accounting purposes meet the highest standards of accuracy and reliability. The companies maintain documentation that accurately records all transactions and thus enables financial statements to be prepared in accordance with applicable law and the relevant general principles of proper accounting.

If the activities of the respective employee include the documentation of the company's financial transactions, then the employee must ensure that these principles of conduct are complied with. In this context, knowingly misrepresenting or omitting material facts constitutes a violation of the law. The same applies to deliberately causing others to misrepresent or omit material facts.

Where accounting duties are an employee's responsibility, the employee is expected to be familiar with all financial and accounting policies, as amended, and to be alert to violations thereof. In this case, the employee is responsible for ensuring that all cash, bank accounts and other assets are accurately and promptly recorded in the official books; it is strictly prohibited to obtain or prepare false invoices or other misleading documentation and to make payments to unknown bank or numbered accounts. It must be possible to inspect all documents at all times. If a cash payment is made, a signed receipt or comparable document must be presented. The employees concerned must always cooperate with the auditors of the respective companies.

The reputation of the companies in the TIMETOACT GROUP depends to a large extent on their external image and impact, and in particular on their dealings with the media. It is therefore essential for the public image of the companies to present a uniform image to the outside world and to provide truthful information.

All inquiries from the media must therefore first be passed on to the respective management. Employees are not permitted to make written or verbal statements to media representatives on behalf of or about a Group company without the prior consent of the respective company.

Publications, presentations and interviews relating to the TIMETOACT GROUP as a whole or to one or more individual companies should also be agreed with the respective management of the employee in order to maintain a consistent public image.

All employees, customers and business partners have the right to fair, respectful, dignified, courteous and indiscriminate treatment. We are committed to this principle and want to guarantee this right in our companies.

The companies of the TIMETOACT GROUP observe the principles of equal opportunities in the workplace. Personnel decisions (e.g. regarding recruitment, selection, training, promotion and remuneration) are based on qualifications, experience and other work-related criteria. The companies of the TIMETOACT GROUP do not discriminate on the basis of gender, ethnic origin, religion or ideology, disability, age or sexual orientation.

It is the responsibility of the companies of the TIMETOACT GROUP to protect the right of employees to a working environment free from sexual harassment or other unlawful discrimination. Any form of sexual harassment or other unlawful discrimination based on gender or ethnic origin, religion or ideology, disability, age or sexual orientation will not be tolerated and must be avoided.

Sexual harassment is unwanted, sexually oriented conduct, including unwanted sexual acts and requests for such acts, sexually oriented physical contact, remarks of a sexual nature and the unwanted display and visible attachment of pornographic images, which has the purpose or effect of violating the dignity of the person concerned, in particular if it creates an intimidating, hostile, humiliating, degrading or offensive environment. Sexual harassment is unlawful. Examples of unlawful sexual harassment are

-          Solicitation of sexual acts or an offer of same for benefits in the workplace;

-          cornering, patting, pinching or touching or other unwanted physical contact of a sexual nature;

-          making public assumptions about or repeated inquiries about a person's sex life;

-          Jokes, remarks or innuendos of a sexual nature about a person or men and women in general; or

-          visibly displaying pornographic images in the workplace.

Examples of other unlawful discrimination prohibited on the grounds of gender, age, ethnic origin, religion or belief, disability or sexual orientation include

-          Violation of an employee's dignity through insulting or degrading remarks or behavior (e.g. due to foreign origin);

-          threats or insinuations that a continued employment relationship depends on the toleration of certain behavior;

-          forcing an employee to perform degrading or humiliating acts, such as harassment on the grounds of sexual orientation.

In the event that an employee has been sexually harassed or otherwise unlawfully discriminated against, they should report this to the management of the company, the local HR department or the Improvement Officer of the TIMETOACT GROUP. For this purpose, the TIMETOACT GROUP also provides the option of submitting corresponding reports via an online form (see also Section 5.2 of this Code of Conduct).

The TIMETOACT GROUP assures all employees that complaints will be treated as confidentially as possible and that no employee will suffer disadvantages as a result of a report, provided that there is no abuse by the employee.

It is the responsibility of TIMETOACT GROUP companies to take all reasonable precautions to prevent all forms of sexual harassment and other unlawful discrimination and to take immediate action if they become aware of any unlawful discrimination.

The companies of the TIMETOACT GROUP reserve the right to take disciplinary action against employees who treat or harass other employees, customers or business partners in an unacceptable manner. Disciplinary measures may also consist of ordinary or extraordinary dismissal.

The Internet, intranet and e-mail communication are essential tools in our daily work.

Inappropriate use of the Internet, intranet, e-mail or computer systems is not permitted. Inappropriate uses include, but are not limited to, unauthorized access to another user's e-mail account, unauthorized transmission of secret or confidential information, sending offensive materials or messages, transmission of materials that violate third party copyrights, and other illegal or unethical activities. Each employee shall ensure that he or she complies with all internal regulations on the use of information and communication technology.

The activities of the companies in the TIMETOACT GROUP depend to a large extent on the functionality of the IT systems. This is because the handling of business processes is no longer conceivable without these technical facilities. Employees are obliged to comply with all relevant security guidelines.

The companies of the TIMETOACT GROUP provide all the equipment and resources required for the efficient performance of tasks and rely on their employees to use the resources provided responsibly and, in particular, not wastefully.

In order for the companies of the TIMETOACT GROUP to fulfill their legal and regulatory retention obligations, employees are obliged to store documents and records in their area of responsibility properly and carefully. They are also responsible for the completeness of the documentation and must be aware of data storage and retrieval relating to the documents and records for which they are responsible.

Employees are also required to find out which documents and records in which form (e.g. as originals or in electronic form) must be retained and for how long for their area of responsibility. The destruction or alteration of documents and records subject to retention prior to the expiry of the retention period can significantly impede or hinder investigations, (tax) audits and the successful conduct of legal proceedings and thus cause considerable damage to the companies of the TIMETOACT GROUP.

The companies of the TIMETOACT GROUP entrust their employees with a great deal of information every day in the course of their work and duties. Information that is marked as confidential information or recognizable as such (“Confidential Information”) must be protected and kept secret. The same confidentiality obligation applies to information disclosed to the respective TIMETOACT GROUP company by business partners under a confidentiality obligation.

In order to protect Confidential Information, employees are obliged to observe the following:

•  Confidential information may not be passed on to other persons inside or outside the company (including colleagues or family members) either during or after termination of the employment relationship with the respective company, unless this is necessary for the performance of work for the company.
•  Confidential information must not be discussed in public places (entrance areas, corridors, public transportation, public places, toilets, etc.) where a conversation can be overheard (in person or by telephone).
•  Documents containing confidential information must be stored in such a way that unauthorized persons cannot view them.
•  Particular care must be taken to ensure that visitors do not gain access to TIMETOACT GROUP company documents. Visitors are therefore not permitted to enter the business and office premises of TIMETOACT GROUP companies unaccompanied.
•  Confidential information must be sent via suitable means of communication that guarantee the confidentiality of this information.

 The companies of the TIMETOACT GROUP are committed to ensuring transparency in their dealings with customers, business partners and authorities. International anti-corruption standards as well as national and local anti-corruption and anti-bribery regulations are to be complied with.

 Personal or personal financial interests must not influence business decisions. All situations in which personal or personal financial interests come into conflict with the interests of the TIMETOACT GROUP companies or third parties must therefore be avoided. If such conflicts of interest exist, further action must be agreed with the direct superior.

 Employees may not solicit, request or demand benefits of any kind (such as gifts, other benefits or invitations, personal services or favors) for themselves or for other persons or organizations in return for the performance of official duties.

 Benefits of any kind must be refused if the employee is aware that by accepting them and/or the party granting the benefit is violating laws and/or guidelines or directives of the company that employs the person granting the benefit. Benefits of any kind must also be refused if their value could influence the employee's decision or even give the impression that influence is being exerted. In case of doubt, the benefit granted must be returned. If this appears to be impolite, further action must be agreed with the direct superior. If it is not possible to return the benefit granted, the TIMETOACT GROUP company will initiate utilization for the benefit of a charitable organization.

 By way of exception, invitations to events or business meals may be accepted by employees, provided that they are issued voluntarily, are for the purpose of a business exchange on professional topics, are not unreasonably frequent and the value of the invitation does not exceed what is customary and reasonable in relation to the occasion. The assessment of the question of appropriateness is determined by customary business practice, whereby a value of approx. EUR 100.00 is considered a guideline.

 The assumption of travel and accommodation costs by third parties is not permitted unless it is an event at which the TIMETOACT GROUP company is actively involved (e.g. as a speaker) or this is expressly approved by the respective superior before the start of the trip.

 A voluntarily granted promotional and occasional gift may be accepted if its value is reasonable. The assessment of the question of appropriateness is determined by normal business practice, whereby a value of approximately EUR 100.00 is regarded as a guide.

 The receipt of invitations to events or business meals as well as promotional and occasional gifts must be disclosed and documented if the above-mentioned orientation value limits are exceeded.

 If employees purchase goods or services from business partners for private purposes, the standard market price must be paid. If standard market discounts are granted, these may be utilized.

 Gifts and benefits to business partners may also only be granted in reasonable amounts and within the scope of normal business activities. It is prohibited to promise or grant third parties payments, benefits or advantages of monetary value in order to obtain orders or advantages for the companies of the TIMETOACT GROUP or other persons. Any appearance of such influence must be avoided.

The companies of the TIMETOACT GROUP want to cooperate with the state authorities in a trusting manner on the basis of the applicable law. Therefore, all lawful orders issued by state authorities must be complied with, while at the same time the legal rights of the company must be exercised.

In the ordinary course of business or in the context of a formal official investigation, representatives of authorities or public officials may address specific inquiries to the companies of the TIMETOACT GROUP. If an employee is confronted with official inquiries or investigations, he or she is obliged, unless there are compelling reasons to the contrary, to always and immediately contact the management of the company of which he or she is an employee and to act cooperatively.

The commitment and support for political parties in the name of one of the companies of the TIMETOACT GROUP as well as donations or other contributions in the form of cash or in kind in the name of the TIMETOACT GROUP require their approval. The same applies to any organization of political events on the company premises or in the business premises of a TIMETOACT GROUP company.

 Employees are of course free to engage in private political activities, provided they are not acting as employees or representatives of a TIMETOACT GROUP company. If a political commitment affects the interests of a TIMETOACT GROUP company, its prior consent must be obtained.