Code of Business Conduct & Ethics & Anti-Slavery, Child Labour & Human Traffic Policy

Code of Business Conduct and Ethics

PanEuro’s directors, officers, employees and contractors are required to comply with PanEuro’s Code of Business Conduct and Ethics. The purpose of PanEuro’s Code of Business Conduct and Ethics is to deter wrongdoing and to promote, among other things, honest and ethical conduct and to ensure to the greatest possible extent that PanEuro’s business is conducted in a consistently legal and ethical manner. The Code of Business Conduct and Ethics is intended to cover the requirement of a Code of Ethics for senior financial officers as provided by the Sarbanes-Oxley Act. Employees may submit concerns or complaints regarding ethical issues on a confidential basis by means of an email to paneuro@paneuro.co.uk. All concerns and complaints are investigated by the board.

Our Responsibilities—Personal Integrity, Corporate Values and Ethical Principles

PanEuro’s  continued growth, profitability and prosperity is linked to our employees’ ability to make decisions that are consistent with PanEuro’s core values and ethical principles. We are a Company committed to:

  • Passion for Excellence—Strive to achieve the best in everything we do.

  • Integrity—Hold ourselves to the highest ethical standards. To interact in an open, honest positive manner and be guided by what is right.

  • Teamwork—Work together with trust, openness, honesty, and respect.

  • Inspired People—Build a culture where people are motivated, engaged, valued, and growing. Our people make the difference and are the essence of PanEuro Special Situations Ltd.

Our core values support and guide our leadership in establishing the strategic direction of the Company. Sound judgment shall be exercised in the service of our reputation as a business leader, employer of choice, and good corporate citizen. Our employees and representatives are expected to conduct their business in accordance with these values and with our Standards of Business Ethics and Conduct (“The Standards”). PanEuro’s reputation is based on the personal integrity of each of its employees and those with whom we do business. We strive to be compliant with laws, regulations, and policies; we endeavour to conduct ourselves in a manner beyond reproach. Actions speak louder than words.

Our Responsibilities to Our Stakeholders

  •  To Ourselves

Integrity is at the heart of who we are as individuals. Integrity is at the heart of PanEuro as well.

 To Each Other

We owe each other honesty, respect, and fair treatment. We value the unique contributions of each employee.

  • To Our Business Partners and Clients

Our business partners and clients trust the quality and value of our service offerings. We depend on strong relationships with our business partners and clients to provide us with continued opportunities to grow our business.

  • To Our Shareholders

Our shareholders trust us to responsibly use all our assets to make our business grow.

  • To Our Community

When we give back to the community, we instil pride in our employees and gain the respect of the citizens in our community.

The Ethics Committee and Compliance

 The PanEuro Ethics Committee is dedicated to giving employees the support and advice they need to act according to PanEuro’s ethical principles.

 The Ethics Committee has a charter to:

  • Help employees use the Company’s ethical principles in their decision-making processes

  • Provide guidance for employees who have questions about business ethics and compliance issues

  • Support employees who may be facing ethical challenges in the workplace

  • Interpret policies

  • Provide easily accessible information on our standards, policies, and procedures

  • Foster an atmosphere of trust and open communication where employees feel comfortable coming forward and talking about issues

As such, we expect employees to act proactively, raising concerns about ethical issues, and reporting any conduct believed to be a violation of The Standards, a Company policy or procedure, or a government law or regulation. Members of PanEuro’s management team are expected to maintain an “open-door” policy regarding employee questions, and to support any employee who comes forward to discuss an issue or report a potential violation.

Retaliation is Prohibited

PanEuro prohibits retaliation or retribution against any employee for cooperating in an investigation or for making a complaint. Retaliation or retribution for cooperating in or filing a complaint is illegal and is grounds for immediate termination. If you feel you have been retaliated against, you should contact the Managing Partner directly.

Taking Action

When a PanEuro employee or agent is confronted with an ethical dilemma, it is their responsibility to act. The Action Decision-Making Model outlined below is provided to all employees and agents to help them assess whether a particular action is “the right thing to do.”  

Action Decision-Making Model

 Act Responsibly

  • Have you taken responsibility for your share of the problem? It’s ok to acknowledge mistakes.

  • Do you have all the information you need?

  • Has the information been clarified?

 Consider Our Core Values

  • Does it demonstrate respect for our People?

  • Does it demonstrate Excellence?

  • Does the action reflect Integrity?

  • Does it promote Teamwork?

 Trust Your Judgment

  • Is the action fair?

  • Does it feel comfortable?

  • Is it the “right” thing to do?

  • Could it be shared publicly?

  • Can you look yourself in the mirror and say that you acted with integrity?

 Identify Impact on Stakeholders

  • Does the action have a negative or positive impact on our stakeholders?

  • To what extent will the action reflect on the stakeholders?

 Obey the Rules - does the action comply with:

The law?

  • Company policy?

  • Regulatory requirements?

  • Customer requirements?

  • Partner or client requirements?

Notify Appropriate Persons

  • Have communications been open and honest?

  • Have potential problems been disclosed?

The Standards

PanEuro operates within the bounds of the laws, rules, and regulations that are relevant to our business. The rule of law is fundamental to civil society, to the democratic process, and to the conduct of business in a dynamic global marketplace. However, today’s market demands that companies meet higher standards—simply obeying the law is not enough. To achieve higher standards of behaviour, we need to make business decisions that are aligned with our core values of respect for our people, passion for excellence, integrity, and teamwork.

The first and foremost obligation of responsible corporate citizenship is to obey the laws of the countries and communities in which PanEuro does business. Any case of noncompliance with applicable law may subject the violating employee to disciplinary action. The fact that in some countries certain standards of conduct are legally prohibited, but these prohibitions are not enforced in practice, or their violation is not subject to public criticism or censure, will not excuse an illegal action by a PanEuro employee.

PanEuro is a good corporate citizen not just because we comply with the law, but because our employees are also expected to act according to our core values. We are committed to going beyond mere compliance—beyond simply “doing things right.” We aspire to “do the right thing” by being faithful to and executing the principles and guidelines cited in The Standards and to act in ways that exceed the minimum standards set by law. Each of us is personally responsible for meeting this obligation.

Each PanEuro employee is responsible for displaying integrity. Business Integrity is not hard to define, everybody knows it when they see it. Among other things, it means honesty, and obeying the law. It means treating those with whom we work with fairness and respect. And it means being accountable and taking responsibility for actions and consequences.

It is also the responsibility of each PanEuro employee to comply with The Standards, and to act or report to management when aware of criminal acts or acts in violation of The Standards. Employees who fail to comply with The Standards, including not reporting known unethical activities, will be subject to employment review.

Individuals who report an ethical or legal concern in good faith will never be subject to retaliation for reporting. Any employee responsible for retaliation against an individual who in good faith reports a known or suspected violation will be subject to disciplinary action, including termination. Additionally, employees who knowingly submit false reports of ethical or legal concerns or violations will also be subject to disciplinary action.

At PanEuro (the Company)

Respect Others—Value Personal Dignity and Differences

PEOPLE

We respect the personal dignity of everyone, honour diversity, and are intolerant of violence, discrimination, harassment, or retribution in our workplaces, including virtual and remote.  We strive to be an employer of choice committed to creating, managing, leveraging, and valuing diversity. We work hard to create a positive work environment where each individual is appreciated, proud, satisfied, and adds value to the Company. We practice equal opportunity without regard to race, religion, colour, national origin, gender, sexual orientation, age, disability, or veteran or marital status. Our employment and personnel decisions are based on individual merit and Company requirements. Retaliation is not tolerated.

Human Rights and the Law

In addition to PanEuro’s Anti-Slavery, Child Labour and Human Traffic Policy, PanEuro complies with employment laws in every country in which it operates and supports fundamental human rights for all people. We will not employ children or forced labour. We will not allow physical punishment or abuse. We will respect the right of employees to exercise their lawful right of free association. PanEuro enthusiastically supports laws prohibiting unjustified discrimination based on a person’s race, colour, gender, national origin, age, religion, disability, veteran status, sexual preference, marital status, or other protected characteristics.

Fair Treatment and Opportunity

PanEuro is committed to the fair treatment and compensation of employees. All applicants and employees are judged by their qualifications, demonstrated skills and achievements. We believe in recognizing and rewarding excellent performance and offering opportunities for advancement through training and promotions.

Diversity

We believe that differences should be valued. Every employee deserves the opportunity to work and grow in an environment that is free of discrimination and harassment, and that supports work/life flexibility. At PanEuro, diversity will be accepted throughout the organization. In exchange, we will benefit from the creativity, varied perspective, innovation, and energy that result from a diverse workforce.

Harassment

PanEuro’s employees have the right to work in an environment that is free from intimidation, harassment, and abuse. At PanEuro, we are committed to providing a work environment free of unlawful harassment of any kind. Verbal, physical, or virtual conduct by any employee that harasses another or disrupts another’s work performance or creates an intimidating, offensive, abusive, or hostile work environment will not be tolerated. Our anti-harassment policy applies to all persons involved in the operation of the Company and prohibits unlawful harassment by any employee.

In addition, unwelcome sexual advances, requests for sexual favours, and other unwelcome verbal or physical conduct of a sexual nature are specifically prohibited. Employees are encouraged to help each other by speaking out when a co-worker’s conduct makes them or others uncomfortable and are responsible for promptly reporting harassment when it occurs.

PanEuro has internal complaint procedures to immediately address and undertake an effective, thorough, and objective investigation. If an employee believes that he/she has been unlawfully harassed, they should submit a written complaint to the Managing Partner as soon as possible after the incident. If it is determined that unlawful harassment has occurred, effective remedial action will be taken. Any employee determined by PanEuro to be responsible for unlawful harassment will be subject to appropriate disciplinary action, up to and including termination.

Promote a Healthy and Safe Workplace—Make a Better World

PEOPLE

When we protect the health and safety of our co-workers, our community, and the environment, we demonstrate respect and contribute to a positive work environment, including remote and virtual offices. Without respect for health, safety, and the environment, we put our co-workers, our employees, our clients, our partners, and the public at risk.

PanEuro is committed to protecting the health and safety of our employees, the public, our clients, suppliers, and visitors. Our policy is to maintain a drug-free, secure workplace where all employees are attentive to hazard prevention and the avoidance of accidents and injuries. Observed accidents, injuries, or hazards should be immediately reported to the Managing Partner.

To support this commitment, the Company will provide upon request and subject to approval all reasonable purchase requests for more appropriate or better working furniture and equipment for remote working.  Each employee is responsible for observing the safety and health rules and practices that apply to his or her job. Employees are also responsible for taking precautions necessary to protect themselves and their co-workers, including immediately reporting accidents, injuries, and unsafe practices or conditions. Appropriate and timely action will be taken to correct known unsafe conditions.

Build Trust—Keep Accurate, Complete Company Books and Records

INTEGRITY

Our reputation depends on the confidence others have in us, which is partially based on the accuracy of our written records and verbal statements. By demonstrating honesty in our accounting and labour-charging practices, we generate trust with our stakeholders and enhance our reputation. When we fail to record financial information and time accurately, we severely damage our reputation; risk losing business, and decrease customer and shareholder confidence.

PanEuro will only use Company funds or assets for purposes that can be disclosed and recorded promptly and accurately in our books and records. We will not make false entries for any reason, nor will we alter documents or sign documents when we lack the proper authority to do so. We will not make or approve payments on behalf of the Company if they will not be used, or might be used, for something other than the stated purpose. PanEuro’s financial books, records, and statements shall properly document all assets and liabilities, shall accurately reflect all transactions of the Company, and shall be retained in accordance with PanEuro’s record retention policies and all relevant laws and regulations. No employee, agent, representative, client or outsource partner, or customer shall falsify a record. The Company follows The International Financial Reporting Standards Foundation (IFRS) regulations to provide a uniform basis for measuring, managing, and reporting Company operations.

Accuracy of Business Records

Honest and accurate recording and reporting of information is extremely important. Investors count on PanEuro to provide accurate information about its businesses and to make responsible business decisions based on reliable records. Employees throughout PanEuro are responsible for properly recording many kinds of information.

All financial books, records and accounts must accurately reflect transactions and events, and conform both to IFRS Principles and to PanEuro’s system of internal controls. Undisclosed or unrecorded funds, assets or liabilities are not allowed. Employees uncertain about the validity of an entry or process are expected to consult with the Managing Partner or a Company Director.

Creating and Retaining Business Records

Almost all business records—including email and computer records—may become subject to public disclosure in the course of litigation or governmental investigations. Records are also often obtained by outside parties or the media. Employees should therefore attempt to be as clear, concise, truthful, and accurate as possible when recording any information. Avoid exaggeration, colourful language, guesswork, legal conclusions, and derogatory characterizations of people and their motives.

Documents should only be destroyed in accordance with the applicable document retention policy, and never in response to or in anticipation of an investigation or audit. Contact the Ethics Committee if there is any doubt about the appropriateness of document destruction.

Keep Your Commitments—Negotiate, Perform, and Market in Good Faith

INTEGRITY, EXCELLENCE, TEAMWORK

Our success in the marketplace is based on the quality of our services, the perception that our services provide value to our clients, and the competence and honesty of our sales presentations. PanEuro prospers only to the degree that we serve our clients well—and treat them, our co-workers, our business partners, our investors, and our competitors fairly and honestly. When we fail to negotiate, perform, or market in good faith, we seriously damage our reputation and lose the loyalty of our clients.

Fair competition is the hallmark of our relationships—our business dealings will be frank and respectful, and we strive to generate mutually advantageous relationships and satisfactory outcomes.

PanEuro believes in doing business with those suppliers, contractors, partners, agents, sales representatives, distributors, and consultants who embrace and demonstrate high standards of ethical business behaviour. PanEuro will not knowingly use suppliers who operate in violation of applicable law or regulation, including local, environmental, employment or safety laws.

Marketing, Negotiations, and Contract Execution

We are committed to the truthful and accurate communication of information about our services. Promotional materials will be honest and factual, not misleading, or deceptive. PanEuro employees are expected to execute Company agreements in an ethical and conscientious manner—and always in accordance with our contractual obligations. We will always obtain proper approvals before deviating from a contract or other agreement.

Purchasing Practices

All purchasing decisions must be made based on the best value received by PanEuro. Employees should take care that personal, or family relationships not influence or appear to influence objective business decisions. Obtaining competitive bids, verifying quality and service claims on a regular basis, and confirming the financial and legal condition of the supplier are all important steps in good purchasing decisions. Agreements should be written, and clearly set forth the services or products to be provided, the basis for earning payment, and the applicable rate or fee. The amount must not be excessive considering industry practice and must be commensurate with the services provided. PanEuro will respect the confidential information of our suppliers.

Act Responsibly—Disclose and Resolve Potential Conflicts of Interest

INTEGRITY, EXCELLENCE, TEAMWORK

Integrity in a business relationship means that all participants are working together for the common good and are not making decisions based on self-interest. When we act with integrity, we earn trust and build long-term client and customer relationships. When we act, or appear to be acting, in our own self-interest, we lose trust and damage our reputation.

Conflicts of Interest

Shareholders of PanEuro expect that business decisions are made in the best interest of the Company. Actions must be based on sound business judgment, and not motivated by personal interest or gain. Any situation that creates or appears to create a conflict of interest between personal interests and the interests of PanEuro must be avoided. Potential conflict of interest situations must be reported to an employee’s manager and to the Ethics Committee.

PanEuro expects that our business will be conducted free from any actual or potential conflict that might arise when one’s loyalty is split between personal interests and those of the Company. Judgment can be affected in any transaction or relationship where an individual might find that PanEuro’s interest competes with his or her own. PanEuro expects loyalty to come easily, and we will work together to resolve disclosed conflicts in a mutually satisfactory manner. Our clients, partners and suppliers can expect to be dealt with fairly and impartially, free from any conflicting interests.

PanEuro employees have a duty to avoid financial, business, or other relationships that might interfere with this commitment. Each of us will scrupulously avoid even the appearance of a conflict between personal interests and those of the Company in matters of importance to PanEuro business, and we expect those with whom we interact to support us in this endeavour.

 Act with Integrity – Stay Clear of Improper Business Courtesies

INTEGRITY

To maintain trust in our business relationships, we must always act with integrity. We must steer clear of giving or receiving gifts that are intended to influence, or appear to influence, business decisions. When we accept or give such gifts, it can undermine customer relationships, hurt our reputation, and put the Company in legal jeopardy.

In many industries and countries, gifts and entertainment are used to strengthen business relationships. PanEuro recognizes that gifts, gratuities, and other business courtesies may occasionally be appropriate in building and maintaining business relationships with clients, partners, suppliers, and other stakeholders. Gifts and entertainment should further the business interests of PanEuro and not be lavish or more than the generally accepted business practices of one’s industry. However, our employees, representatives, and agents must avoid even the perception of favourable treatment or the appearance of impropriety when offering or accepting any item of value in conducting the Company’s business. Throughout the world, one principle is common and clear: No gift, favour, or entertainment should be accepted or provided if it will obligate or appear to obligate the recipient.

Requesting or soliciting personal gifts, favours, entertainment, or services is unacceptable. Accepting gifts of cash or cash equivalents is also always unacceptable. Additionally, employees may not exploit their position to solicit vendors, including financial institutions, to provide individual preferential treatment in pricing, terms, or loans. 

Focus on Global Responsibility—Our Reputation Extends Across Borders

INTEGRITY, PEOPLE

PanEuro could be expanding globally in the future. Success in any global business transaction depends on our compliance with country-specific constraints and conditions, and sensitivity to local customs. Laws, regulations, and conventions governing business relationships vary from country to country. PanEuro’s obligation to comply with English law and regulation does not end, however, when we, or our services, beyond the border of the United Kingdom, nor does our commitment to treat our stakeholders with concern and respect.

We have great responsibilities in any country where we may do business. Being a responsible corporate citizen means being sensitive to the people who live in varied global communities. It requires that we know and comply with the laws, regulations, and customs of each host country and community in which we conduct business. Finally, being a good corporate citizen means that we conduct the Company’s business not as a “foreigner” but rather as part of the fabric of that host nation and/or community in which we live and work. PanEuro recognizes that we will be welcome only if we make a positive contribution in each of these host nations.

Protect Sensitive Information

INTEGRITY, PEOPLE

One of PanEuro’s most valuable assets is information. We are contracted with our clients to maintain the security of their partners’ information. Like all other assets, information that is not generally disclosed and is helpful to the Company, client Company, (or would be to competitors) must be protected. Some examples of the areas that offer PanEuro a competitive advantage include client and customer databases, trade secrets, detailed financial figures, new product or marketing plans, service offering ideas or information and information about potential acquisitions, divestitures, and investments.

Safeguard confidential information by keeping it secure, limiting access to those who have a need to know to do their job, disposing of proprietary documents in secure containers and avoiding discussion of confidential information in public areas, for example on planes, elevators, and mobile phones. The obligation to preserve PanEuro’s confidential information is ongoing, even after employment ends.

PanEuro employees will protect the Company’s intellectual property, and act responsibly with the sensitive information of clients, competitors, partners, and other stakeholders. Each employee and those that are granted access to such sensitive information (including Company private, competition sensitive, and proprietary information) are obligated to protect and maintain its confidentiality and are prohibited from disclosing it unless authorized by designated Company officials. This sensitive information also includes bid prices, competitor pricing, or technical data, or proposal evaluations. Sensitive information from other companies (or proprietary information)—whether marked with a restrictive legend or unmarked—may only be used for the purpose(s) authorized by the owner Company.

PanEuro employees will not use improper means to seek proprietary information about a competitor—especially theft, illegal entry, electronic eavesdropping, or surveillance. We will not misrepresent ourselves, our positions, or our circumstances to persuade another to release information (by posing as a customer, for example), nor will we commission a third party to do so. Similarly, we will be careful not to transfer outside the Company confidential electronic mail messages or any message intended for internal use only. We will respect our co-workers' personal privacy and protect private personnel information from those inside or outside PanEuro who have no need to know. We trade on trust and our reputation for integrity. Devious tactics that undermine the confidence others have in us do not follow our ethical principles.

Anti-Slavery, Child Labour & Human Traffic Policy

PanEuro Special Situations Ltd (PanEuro) is commitment to ethical business conduct in our operations and supply chains and is opposed to all forms of corruption and unethical business conduct.

We are strong supporters of the international effort to abolish all forms of modern slavery.

The purpose of this policy is to support international efforts against slavery, child labour and human trafficking in conformance with the PanEuro Code of Business Conduct and Ethics, the UK Modern Slavery Act of 2015, and other applicable international laws.

This policy applies worldwide to all PanEuro entities, all Employees, and all PanEuro Agents.

A PanEuro “Employee” or “Employees” is specifically defined, for purposes of this policy, as: any personnel hired directly by PanEuro (regardless of status classification of full-time, part-time, temporary, contract, etc.); interns (even if an intern does not receive payment by PanEuro); employees of other companies seconded into PanEuro, and any PanEuro employee seconded to a non-PanEuro company. A PanEuro “Agent” is specifically defined as any member of any PanEuro entity board, any officer of any PanEuro entity, hired personnel, consultants, intermediaries, lobbyists, agents, representatives, independent contractors, subcontractors, and any others who act on PanEuro’s behalf. To PanEuro “slavery” includes all the following: definitions provided in the UK Modern Slavery Act of 2015; definitions of “slavery” or “forced labour” used in federal or state law in the United States of America; any coerced or compulsory labour, servitude; indentured servitude; detained servitude; sexual exploitation; removal of organs; or securing labour or services by force, threat, or deception. PanEuro “child labour” means hazardous labour or labour provided by a child below a basic minimum age. Further, for the purposes of this definition, PanEuro accepts the definitions of “basic minimum age” and “hazardous work” as defined by the International Labour Organization Conventions, including but not limited to Convention Nos. 138 and 182. The following minimum age rules apply, with any conflict in application by PanEuro to be resolved by the higher age: minimum age specified in local law, 15 years, and 18 years for hazardous work. Certain exceptions may exist and be permitted by PanEuro for supporting the goal of promoting education and work experience as part of a bona fide education program, but only in conformance with local law. To PanEuro “human trafficking” is the recruitment, transportation, transfer, harbouring or receipt of persons by improper means (including but not limited to by force, abduction, fraud, or coercion) for an illegal or improper purpose, including forced labour or sexual exploitation. Further, the definition of human trafficking includes transportation of humans in violation of applicable international laws and applicable country requirements, and includes human smuggling, regardless of if the person transported gave consent at any point in time.

Modern slavery is a crime and a violation of fundamental human rights. PanEuro is committed to the elimination of all forms of slavery and to the international effort to abolish child labour and human trafficking and has a zero-tolerance approach to such activities.

No Employee of PanEuro may hire child or forced labour or conduct or support human trafficking on behalf of PanEuro.

All Employees should be alert to any evidence of slavery, child labour or human trafficking in operations linked to our businesses. If an Employee suspects slavery, child labour or human trafficking, report your concerns immediately to your manager and to the Chief Executive Officer or via the paneuro@paneuro.co.uk email notification system.

PanEuro expects and requires its Agents to follow the same zero-tolerance approach and will take steps to identify sources of slavery, child labour and human trafficking in our supply chain.