Introduction:
The ethics code of ONE Group states the principles and values for our ethical conduct – values and proper conduct that promote integrity, excellence, professionalism and mutual respect. We advocate a business culture that is both suitable and value-based when working with each of the following coming into contact with ONE Group: customers, suppliers, competitors, the capital market, corporate governance, employees and environment.
Formulating these principles into a Code of Ethics means granting these principles a binding validity among Group employees, and instructs us, the Group’s employees, on how to perform our work under the principles of the Group’s business culture. These values apply to all of us, ONE Group employees, anywhere we are. We believe that many of the principles formulated in the Code of Ethics have long since been practiced by a majority of Group ONE employees. Our values express our choice and the things we believe in, they represent our way of doing this, serve as guides in all our actions and reflect positive power.
Compliance with the provisions of the law:
The rules of the Code of Ethics do not replace any law applicable to ONE Group, or to any Group employees, and the rules of the Code of Ethics do not detract from or ease the provisions of the law and the regulations, but only add to them. We, ONE Group employees, are required to act in accordance with the requirements of the law, the regulations and this Code of Ethics, and to refrain from violating them.
All ONE Group employees must acknowledge that an activity that does not comply with the provisions of the law, the regulations, or this Code of Ethics may, at times, impose responsibility and liability on the company itself and / or also on past, present and future ONE Group employees.
Professional Behavior:
Professionalism and excellence are the foundations ONE Group strives to preserve and cultivate, these foundations form the basis for ONE Group’s achievements over the years. As ONE Group employees, we are committed to effort in striving for the best professional achievements, in order to provide Group customers with products and services at the highest level, as well as personal and professional service that will justify the great trust placed in ONE Group. In providing professional services to Group customers, we are committed to maintaining professionalism and performing our duties reliably while preserving the good name of our customers and of the Group.
Integrity and decency towards others and our surroundings:
As employees of ONE Group, we are committed to appropriate and respectful behavior towards the human capital in and outside the company and to the preservation of ONE Group’s assets. In this context, we must refrain from any action and / or use that may cause loss or damage to a person and / or property. Theft, unauthorized use, or holding onto Group property and systems is strictly prohibited. We must minimize the personal use of ONE Group assets and, of course, not permit other people, including friends or family, to use Group resources.
Objectivity:
As Group employees, we are required to avoid any action involving a conflict of interest between our role in the group and personal interests pertaining to ourselves and / or our relatives and / or a person connected to us, or between any other role held by us, our relatives or a person connected to us. We are also required not to enter into private business relations with Group-related commercial entities, except in cases of a private engagement for the purpose of obtaining services for personal needs.
We are required to refrain from any action that may constitute competition with ONE Group or an action that exploits the Group’s business opportunity which may conflict with the Group’s interest.
Respect and fair treatment of colleagues:
As ONE Group employees, we are required not to abuse our status towards our subordinates, and to completely refrain from requesting or expecting any personal benefit from those subordinate to us, whether it is a physical, financial or any other benefit.
We are also required not to use our position in the Group for the purpose of promoting personal interests, whether our own or of anyone we represent, and we are required not to use the Group name, our title or our position within the Group for any activity that is not acceptable and / or related directly to our work, unless given permission in writing by the relevant Group party.
Confidentiality:
We have a duty and an obligation to protect and preserve the confidentiality of ONE Group’s business and commercial information, which includes information related to ONE Group’s business, its partners, customers, suppliers and employees. This obligation is our guiding principle as ONE Group employees. Confidential information to which the aforementioned duty of protection and preservation applies also includes information to which we are exposed as part of our work with customers.
As Group employees, we are committed to maintaining confidentiality and making careful and proper use of confidential information disclosed to us and to take precautions to ensure the confidentiality of the information of the Group and its customers. We are also required to refrain from disclosing confidential information to persons outside the Group and / or to persons within the Group who are not authorized to receive said information.
In the event that a legal obligation requires us to disclose the information, we are required to provide the information to a person authorized to receive it by law, while maintaining the confidentiality of the remainder of the information disclosed to us, to which the duty of disclosure does not apply. In this case, we will inform our superior, to the extent possible, and subject to the provisions of the law.
Prohibition of the use of insider information:
Due to ONE Group being a public company, it is subject to the Securities Law, inter alia, regarding the restriction of the use of insider information.
ONE Group employees are required not to use insider information for the purpose of actions (buying, selling or investing) in an investment property (a security, or actual property), and to refrain from directly and / or indirectly using (including through anyone on our behalf) this insider information that has been disclosed to us. By virtue of our position in the Group, we may be exposed to information whose date of disclosure to the public, according to the law, has not yet occurred, and in this case, we are required not to make use of this information at all and are required not to purchase or sell, based on this information, One Software Technologies Ltd. securities in particular. “Insider information” refers to information that has not yet been made public, such as purchase offers, appointments or resignations of Group officers, financial details, a significant new project or product, data regarding Group development and its business and expected changes or developments including fundamental collaborations.
Reports to the Israel Securities Authority:
As ONE Group employees, we are required to bring to the attention of our superior and / or the Code of Ethics officer, any information we have regarding events that may have a fundamental impact on the company or significantly impact the price of the company’s securities. In general, there is no closed list of cases in which immediate reporting of such events or information must be submitted to the Securities Authority and therefore each case must be examined individually, while exercising discretion. In any case of doubt, we must consult with our superior and / or the Code of Ethics officer. Generally, it is possible to say that events requiring immediate reporting are ones containing important information related to the company to which a reasonable investor would attribute importance in order to make a decision regarding their investment in the company’s securities.
Sexual Harassment:
ONE Group is committed to providing a safe and harassment-free work environment. In accordance with this commitment, ONE Group comports itself in accordance with the Prevention of Sexual Harassment Law, (5758-1998) and takes preventive measures which include Group employees being informed of the provisions of the law prohibiting sexual harassment and its regulations. Therefore, we are all committed to the Group’s sexual harassment regulations and are required to act in accordance with them.
As ONE Group employees, both employees and superiors, we must completely avoid acts of sexual harassment and abuse in the context of a work relationship, including our obligation to refrain from any physical or verbal action that includes, inter alia, expressions, hints, sexual remarks, insulting jokes, presenting sexual materials and / or sending e-mail messages containing sexual content that creates an abusive, hostile, or threatening work environment.
ONE Group will do everything in its power to prevent such acts and to create a work environment free of sexual harassment and abuse.
The group encourages us, the employees, to immediately report any abusive, threatening or violent behavior, whether verbal or physical to the sexual harassment prevention officer.
The company’s sexual harassment prevention officer is the Group’s legal counsel, Adv. Ruthy Caspi, who can be contacted directly by email and / or phone: 03-9767489 ruthyc@one1.co.il, as well as the designated officers in the divisions / companies.
Equal employment opportunities:
ONE Group is committed to providing equal opportunity to all its employees and job seekers in its field of activity. Discrimination of any kind in the selection, promotion and training processes of job seekers and employees is strictly prohibited.
All the company’s actions and decisions are professional and based on its business needs, while emphasizing the skills, capabilities and experience required of the employees and / or job seekers.
Safe and secure work environment:
ONE Group attributes utmost importance to the issue of the health and safety of the Group’s employees, and of the public at large, in all its activities. Accordingly, each of us has a responsibility to maintain a safe and healthy work environment! Therefore, it is prohibited to create a health and / or sanitary hazard by using dangerous materials and / or objects while present on ONE Group’s site or during ONE business activity.
In order for us all to enjoy the benefits of a safe and secure environment, we must adhere to policies and procedures in the areas of safety, health and security. This commitment includes solving a problem and / or reporting any threat that arises and / or exists in these areas.
Prohibition of corruption and of accepting and giving bribes:
As ONE Group employees, we are committed to acting both among ourselves and towards ONE Group customers, Group suppliers and all other parties who are in commercial relations with the Group, in accordance with the principles of integrity and incorruptibility. As part of our work in the Group, we must refrain from receiving benefits from business entities with which the Group is associated, except for the receipt of symbolic gifts, which can be defined as gifts given as part of the marketing activities of the giver.
Gifts given by us, ONE Group employees, to commercial entities are permitted, if the gifts are reasonable and do not exceed what is customary, after receiving approval from the authorized parties in the Group.
However, an employee who is found to be corrupt is likely to have disciplinary actions taken against them, to the point of dismissal. In addition, civil fines and criminal penalties may be imposed upon them as well as the company, which may be liable for acts of corruption committed by third parties who acted on its behalf. Accordingly, it is incumbent upon us, the company’s employees and / or those acting on its behalf, to refrain from acts that may indicate a possible violation of the Anti-Corruption and Bribery Provisions and to immediately report to the Code of Ethics officer listed below when such a breach is suspected.
Fair business practices:
ONE Group considers it of paramount importance to maintain its credibility in the eyes of the business entities with which it maintains commercial relations, in the eyes of Group employees as well as in the eyes of the public. Therefore, we, the Group employees, are required to contractually meet and fulfill business and ethical obligations.
We are also required not to make any commitments on behalf of the Group, verbally or in writing, nor to make statements on behalf of the Group except in accordance with the explicit privileges and signature rights granted to them.
Social responsibility:
ONE Group wishes to contribute its resources to support and to promote worthy social causes as may be defined from time to time. In addition, ONE Group works to preserve the environment, and therefore we, the Group employees, are encouraged to avoid excessive and unnecessary use of natural resources, save on energy and recycle waste.
Corporate governance:
The function of ONE Group employees vis-à-vis the Group’s management and Board of Directors, shareholders and all relevant stakeholders is based on the principles of corporate governance interwoven in control and supervision mechanisms, transparency and reliability in reporting. The Group’s external and internal control and supervision mechanisms monitor its activities and ensure that it complies with all legal provisions and regulations.
ONE Group employees who report to the various state authorities work carefully to ensure that the periodic reporting and reports issued on behalf of the Group are reliable and accurate.
Reporting:
This Code of Ethics contains common ethical and legal issues, but it does not contain all such issues, and constitutes an additional tier to the personal values of each and every one of us. Each of us has a responsibility to follow the Code of Ethics and apply its values.
As the Code of Ethics does not address all types of situations, in any event where we have doubts about the appropriate course of action to be taken in fulfilling our role in the Group, we are asked to consult with our superiors or the Code of Ethics officer.
In the event that there is a concern of a breach of the provisions of any law, regulation or provision of this Code of Ethics, including on a matter involving a breach of the duty to maintain the morality in which a Group member is involved, we have a duty to immediately report to the Group’s Code of Ethics officer. The Group’s executive management undertakes handling these reports with maximum confidentiality, while protecting the reporter from any harassment or injury.
The Code of Ethics Officer
The Group’s Board of Directors has determined that the person in charge of implementing the provisions of the Code of Ethics in ONE Group, and the party with whom it is possible to consult on all ethical issues arising during the work of the Group, is the Group’s legal counsel, Adv. Ruthy Caspi. The officer is at the disposal of Group employees for direction, instruction, guidance and advice in all matters involving proper conduct in accordance with the rules of the Code of Ethics. You can contact the Group’s Code of Ethics officer, including in relation to violations and non-compliance, the Group’s legal counsel – Adv. Ruthy Caspi by direct contact and / or by email ruthyc@ONE.co.il and / or by phone: 03-9767489. The person responsible for auditing the implementation of the Code of Ethics in the Group is the Chairperson of the Audit Committee.
ONE Group employees are full partners in everything that occurs in the company, and as part of ONE Group’s organizational culture, the Group wishes the work environment to be pleasant and productive, and therefore, the Group has established a mechanism called “The Hotline”, allowing employees to report on non-compliance of the company’s Code of Ethics as well unethical behavior.
It is possible to contact the Hotline openly or anonymously, by leaving a message on the phone or in writing and attaching relevant documents. We are committed to handling all cases discreetly while maintaining the privacy and confidentiality of the reporter as much as possible. You can contact the Hotline 24 hours a day by the following means:
The Hotline: +972-3-9767977, e-mail: InternalInforcementHotLine@one1.co.il (Inquiries to the Hotline will reach the Officer for Administrative Enforcement Plan, the company CFO).