Comarch Capital Group Code of Conduct

I. The Highest Ethical Standards

The Comarch Capital Group (Comarch Group) makes every effort to comply with applicable regulations, legal requirements, recognized international norms and standards, as well as ethical standards in its operations. 

As one of the leaders of the IT industry, the Comarch Group promotes business ethics, sustainable development, corporate responsibility,, respect for human rights and environmental protection. The guidelines and standards of conduct set out in this Code are also intended to shape an organizational culture that, based on ethical and moral values, builds trust both within the organization and in relationships with clients, business partners and the local and international community. The achievement of this goal is the joint responsibility of all Comarch Group employees, associates and representatives. The Code is also addressed to all stakeholders of the Comarch Group (i.e. customers, suppliers, subcontractors and all business partners), setting standards of conduct in business relations with stakeholders.

This Policy has been adopted by the Management Board of Comarch S.A., and its provisions apply to all employees, associates, and representatives of the Comarch Group – both in Poland and abroad. However, if local law in any jurisdiction requires modification or supplementation of these provisions, local subsidiaries may modify the Policy, subject to prior approval by the Comarch S.A. Compliance and Internal Audit Department. The Code reflects the ethical values that Comarch Group upholds and intends to abide by. It constitutes a standard of behavior towards fellow-employees as well as towards superiors, customers, partners, and local communities when doing business and also when involved in business-related activities.

II. The Mission of the Comarch Capital Group

Responsibility for the Success and Competitiveness of our Customers 

The mission of the Comarch Group is to provide business IT solutions that support and optimize the operational activities and business processes of clients from all over the world. The main advantages of the company are professionalism, versatility and deep domain knowledge, which we provide to our clients in the form of integrated IT systems. During several decades of operation, Comarch has achieved a strong position as a supplier of complete, innovative and technology-based IT solutions. Comarch's product development strategy is supported by investment expenditure on research and development. In concentrating its efforts on spreading knowledge, Comarch organizes research and development programs based on cooperation with consultants, analysts and customers. The main idea of these programs is to disseminate knowledge and to check, compare and revise our ideas for the development of new technologies, taking market trends into account. 

The Comarch Group responds to the needs and expectations of its customers, while striving to uphold principles of sustainable development and the well-being of employees, associates, representatives and local communities, and minimizing its environmental impact.

III. The Values Cherished by the Comarch Capital Group

Both in the Group's internal and external relations with its stakeholders, Comarch cherishes universal values by fostering honesty, diligence and conscientiousness in the delivery of the tasks it is entrusted with, quality and innovation, free cooperation for the benefit of all, the building and maintenance of trust among co-workers and business partners, as well as respect, understanding and a willingness to lend help and assistance regardless of the position held in the company, origin, or beliefs.

IV. Maintenance of the Highest Standards of Work

The Comarch Group respects and maintains international standards regarding human rights as well as international standards of work, perceiving them as fundamental and universal. The Comarch Group respects and implements labor law, health and safety regulations, and ensures that employees, associates and representatives are always treated in accordance with applicable requirements.

Recognizing the right of employees to free association, Comarch Group engages in dialogue with an elected councils of employee representatives.

The work environment at the Comarch Group is based on respect, diversity and inclusion. The Comarch Group does not tolerate any form of discrimination based on: race, social status, ethnicity, religion, impairment, disability, sex, sexual orientation, political affiliation and views, age and marital status.

The Comarch Group ensures freedom of opinion, conscience and religion as well as freedom of belief and expression. The Comarch Group promotes teamwork free from any prejudice and consciously derives strength from the values which are there to draw on and that stem from the diversity among the employees, associates and representatives. In return, the Comarch Group makes every effort to ensure them fair remuneration paid regularly, development opportunities, stimulating challenges as well as very good conditions of work.

The Comarch Group respects the intellectual property of third parties, respecting legal provisions as well as taking into account international standards in this area.

The Comarch Group respects the prohibition of the following: the work of children below the age of sixteen, the use of corporal punishment, mental and physical coercion, insults and sexual harassment and considers the workplace as one that is free of such practices.

V. Lack of Tolerance for Corruption, Fair Competition

The Comarch Group observes the rules of fair competition and prevents bribery, illegal payments and corruption.

The Comarch Group has implemented the Anti-Corruption Policy, establishing principles and standards of conduct in order to prevent and respond to activities that may constitute corruption.

It is the responsibility of Comarch Group employees to avoid situations and activities that may lead to corruption. Employees, associates and representatives of the Comarch Group, both in internal and external relations, cannot offer, grant, promise, demand or accept material or personal benefits that could be perceived as illegal, unethical or inappropriate or whose purpose is to influence the terms of a transaction. Bribes or illegal benefits must not be paid or offered to government officials or representatives of political parties to enter into or retain a transaction. Comarch employees, associates and representatives are obliged to avoid situations where their personal interests or the interests of legal or natural persons with whom they are related or connected would be in conflict with the interests of the Comarch Group. Comarch employees, associates and representatives cannot benefit in any way or assist in achieving benefits from any opportunities that may arise as a result of the use of information or position in the company.

VI. Partnership in Business

Customers Relationships

The most important principles of the Comarch Group are responsibility for its customers’ success as well as respect and openness to their needs. The Comarch Group delivers innovative IT services of the highest quality, thanks to the use of  experience and exceptional skill, and competences of employees, associates and representatives  as well as cooperation with leading research and development centers both in Poland and abroad.

Contacts with Customers from the Public Sector

As far as contact with customers from public sector in Poland (central and local government, community partnerships, treasury companies, public health centers) is concerned, the provisions of the Public Procurement Act of 11 September 2019 are applied. These provisions regulate the method of communication with the ordering party during the tender procedures, the scope of activities that can be undertaken by the parties to the procedure, as well as the resources available for legal protection. In the case of contacts with public sector clients from other countries, the relevant public procurement law applies.

Relations with Suppliers

The Comarch Group builds lasting relationships with suppliers and subcontractors based on mutual trust, respect and cooperation. The selection of suppliers is carried out taking into account transparent principles of purchasing policy, which provide equal opportunities to all suppliers or subcontractors. The Comarch Group, aware of its responsibility for its supply chain, takes actions to ensure that all suppliers and subcontractors comply with the standards of ethical business conduct and principles of sustainable development. The Comarch Group makes every effort, including implementing and applying appropriate procedures, to ensure that modern slavery and human trafficking do not occur within its operations or among entities in the supply chain.

Security in International Business 

In order to ensure control and security in the trading of products, technologies and services which are strategically important for national security, Comarch Group has implemented the Export Control System, which ensures that international and domestic standards and requirements are applied.

VII. Integrated Management System

The Comarch Group places particular emphasis on the quality of the products it offers and the services it provides. Quality-raising initiatives are therefore undertaken to ensure that the ever-increasing and more specific expectations of customers on both the Polish and international markets can be met.

The Integrated Management System, certified at Comarch S.A., but also obliging other Polish companies of the Comarch Group to follow its guidelines, ensures proper, systematically managed implementation of all business processes affecting the quality of products and services. The effective operation of this system ensures that processes are continuously monitored, supervised and that they are improved and adapted according to changing market conditions, technologies and customer requirements. The high quality of products and services is supported by continuous care for the environment and the safety of our employees associates and representatives, as well as entities from the supply chain.

Compliance with the rules and systems implemented at Comarch Group results in relations of trust being developed between the company and its customers and suppliers. It also strengthens the image of the Comarch Group as a company committed to the quality of its products and services, minimizing negative environmental impacts, striving for energy efficiency, providing safe and hygienic working conditions, and implementing principles of information and data security as well as controls over the trade of dual-use products.

VIII. Corporate Governance – Observing the Principles

For the Comarch Group, corporate governance is the basis for conducting responsible business – it encompasses not only management in accordance with the law, but also in accordance with ethical principles and industry standards. The Comarch Group pursues a transparent and reliable reporting policy. Information important to stakeholders is provided regularly and on time, in accordance with formal and legal requirements, including through the publication of ESG and financial performance reports, while promoting a culture of social responsibility. The Comarch Group implements appropriate compliance policies, and regular external audits help identify risks and improve management quality.

IX. Ecological Awareness

The Comarch Group implements sustainable development as a coherent strategy combining pro-ecological activities with social responsibility and ethical business conduct. It strives to create an equal, safe, and inclusive work environment, supports the development of local communities, and promotes high ethical standards and responsibility throughout the supply chain. Aware of its impact on the environment, the Group maintains open dialogue with stakeholders and engages in initiatives promoting sustainable social and environmental development.

Following the path of sustainable development, the Comarch Group operates in a manner consistent with legal regulations regarding environmental protection, and, taking into account the ongoing climate changes, it consciously limits the impact of its activities on the natural environment, minimizing the consumption of natural resources and the generation of waste resulting from current operations. It invests in modern infrastructure, including its own renewable energy sources, and modernizes existing facilities, making it more environmentally friendly. 

It promotes pro-environmental and socially responsible attitudes among its employees, associates and representatives, supporting their commitment to environmental protection and the common good.

The Comarch Group is guided by the principles of honesty, transparency, and responsibility in its business relationships, building trust and lasting relationships with all stakeholders.

X. Corporate Social Responsibility

The Comarch Group has been deeply involved in social activities since its inception by propagating the idea of an extended social platform for promoting sport and advanced IT technologies.

The Comarch Group provides access to sports and recreational benefits, encouraging its employees, associates, representatives and their families to lead an active lifestyle.

The Comarch Group also popularizes knowledge about the latest IT technologies. Every year, IT students take part in three-month summer internships at Comarch, which enable young people from all over the world to learn about the latest IT solutions in business. Furthermore, the Comarch Group supports Polish science by taking part in scientific conferences.

XI. Implementation and Enforcement

Compliance with the principles set out in this Code is the responsibility of every employee, associates and representatives of the Comarch Group. Any ambiguities or problems related to the interpretation of the content of the Code are resolved by the Compliance and Internal Audit Department. Employees, associates and representatives of the Comarch Group are encouraged to submit any comments and modifications regarding the content of this Code. 

The Compliance and Internal Audit Department is responsible for:

• Supporting employees,  associates and representatives with regard to complying with the Code,
• Promoting the principles and ideas contained in the Code within the company as well as among external entities,
• Updating the Code,
• Taking the proper steps in response to current problems that employees, associates and representatives may have as regards the ethical dimensions of the business activities they undertake.

Employees, associates and representatives of the Comarch Group are entitled to expect assistance and support from the Compliance and Internal Audit Department regarding inquiries about the Code of Conduct submitted by e-mail to: compliance@comarch.com

XII. Whistleblowing System

The Comarch Group has a whistleblowing system that enables reports of violations of law and internal procedures, including ethical principles, through Whiblo system. Reports can be made either anonymously or openly, depending on the preference of the reporting individual. They are processed in accordance with an internal procedure that ensures confidentiality and protection against retaliation for those reporting violations in good faith.

Each report is analyzed and reviewed according to applicable standards, and details of this process are available in the procedure shared with employees, associates and representatives on the internal information platform.