Code of Ethics & Business Conduct

This Code of Ethics & Business Conduct (the “Code”) applies to all internal and external employees (e.g.
consultants, sales representatives, etc.) of Expliseat (the “Collaborators”).

The behavior of each Collaborator is an essential component of the image and reputation of Expliseat, it
is therefore important that this behavior is exemplary.

So that everyone knows what is expected of them, we have grouped together in this Code the ethical
principles to which Expliseat adheres and which must guide each Collaborator in the practice of their
profession and in their daily behavior.
Their respect is essential for the protection of the company, but also for that of each Collaborator.

Collaborators must therefore make their best efforts to ensure that Expliseat’s business partners
(suppliers, service providers, customers) respect and share Expliseat’s values and business principles.

This Code is an integral part of the internal regulations of the Expliseat’s sites.

The Code cannot by definition cover all the possible situations that Collaborators may encounter in the
course of their daily activities. If there is any doubt about a situation, Collaborators are strongly
encouraged to contact Expliseat’s Legal Department.

This Code may be periodically revised and updated in order to take into account the necessary
adjustments as well as changes to the laws and regulations in force.

Expliseat asks its Collaborators to absolutely participate in the training sessions that will be offered on the
themes addressed by the Code. Training sessions will be organized as often as necessary to ensure that
Collaborators remain informed of any new developments.



General principles 
1/ Compliance with laws and regulations

2/ Human rights 
3/ Just Culture 

Practicing our profession with integrity and transparency
1/ Respect the competition
2/ Corruption & Influence peddling  
3/ Facilitation payments  
4/ Money laundering 
5/ Counterfeits
6/ Conflicts of interest 
7/ Stakeholders 
8/ Confidentiality – Personal data – Rights of third parties

Communicate responsibly


General principles

1/ Compliance with laws and regulations
Compliance with laws and regulations is an essential value for Expliseat, which is committed to
respecting the laws and regulations of each country where Expliseat operates.
This essential criterion is particularly sensitive in the context of the certification of our activities of design,
of production and guarantee of product safety.

Each Collaborator must act in compliance with the laws and regulations applicable to them in the context
of their professional activity.

Violation of legislative and/or regulatory provisions, whether voluntary or not, may result in civil or criminal
sanctions against Expliseat and its management.

2/ Human rights 
This compliance extends to respect for human rights, occupational health and safety laws and laws on
environmental preservation.

Expliseat gives absolute priority to the safety of all of its Collaborators, regardless of the functions they
occupy, and the places where they exercise them. Each Collaborator must therefore be aware of the
importance of their role and their personal responsibility for their own safety and that of their colleagues,
and for the security of Expliseat's activities and assets.

Expliseat is actively committed to the fight against all forms of discrimination. As such, Expliseat strongly
condemns any discrimination and harassment based on origins, beliefs, gender, age, sexual orientation,
state of health, physical appearance or a disability of any kind, whether with regard to its employees,
candidates for such functions, or its business partners, customers or suppliers.

Expliseat fully adheres to the principles of the United Nations Global Compact, which calls on businesses
to adopt, support and implement a set of fundamental values regarding human rights, labor standards,
environment and fight against corruption:

Human rights :

  • 1 st principle: Businesses are encouraged to promote and respect the protection of international
    human rights law.
  • 2 nd principle: Businesses are encouraged to ensure that they are not complicit in human rights
    International labor standards :
  • 3 rd principle: Businesses are encouraged to respect freedom of association and recognize the
    right to collective bargaining.
  • 4 th principle: Businesses are invited to contribute to the elimination of all forms of forced or
    compulsory labor.
  • 5 th principle: Businesses are invited to contribute to the effective abolition of child labor.
  • 6 th principle: Companies are invited to contribute to the elimination of all discrimination in matters
    of employment and profession.
  • 7 th principle: Businesses are encouraged to apply the precautionary approach to environmental
  • 8 th principle: Businesses are encouraged to take initiatives to promote greater environmental
  • 9 th principle: Businesses are invited to encourage the development and dissemination of
    environmentally friendly technologies.
  • 10 th principle: Businesses are encouraged to take action against corruption in all its forms,
    including extortion and bribery.

3/ Just Culture
Just Culture is defined by Regulation (EU) 376/2014 as a culture in which front-line operators or other
persons are not punished for actions, omissions or decisions taken by them that are commensurate with
their experience and training, but in which gross negligence, wilful violations and destructive acts are not

Just Culture is a component of safety culture, to which Expliseat is deeply committed.

To ensure an optimal knowledge of risks, Collaborators must report events of which they are aware to
their management, including those resulting from their own error, without fear of unfair sanction. In the
event of non-reporting, Collaborators are exposed to possible sanctions.
In addition, Collaborators are encouraged to voluntarily report all information that may be useful for
improving security, including best practices.

Practicing our profession with integrity and transparency

1/ Respect the competition
Expliseat attaches the utmost importance to respecting competition rules and rejects any anti-competitive

Competition laws, whether in France, in Europe or internationally, protect free enterprise and prohibit
behaviors that limit trade or restrict fair competition.

Competition laws combat illegal practices such as price fixing, market sharing agreements, collusion in
bidding, or behaviors aimed at obtaining or maintaining a monopoly. as well as abusing a possible
dominant position.

An anti-competitive behavior would seriously damage Expliseat’s business and reputation for fairness
and honesty.

Violations of competition law are illegal and can lead to heavy fines for the company or individuals
concerned and even imprisonment.

Consequently, Collaborators are prohibited from:

  • To agree with competitors to set prices or any pricing element (such as price lists, discounts, rebates,
  • To hold simple discussions between competitors on any element that could lead to the formation of our prices, as well as any discussion relating to pricing strategies,
  • To notify competitors of changes in price levels (up or down),
  • To agree with third parties on a resale price,
  • To agree with third parties not to compete in particular markets or for particular customers,
  • To agree with third parties to boycott a customer or supplier,
  • To rig offers or calls for tenders.

In general, anti-competitive behavior can take place anywhere, such as at trade fairs. Collaborators
must not talk about prices, developments in future manufacturing capacities, contracts or other sensitive

Expliseat could be put at risk by the simple fact of one of its Collaborators attending a meeting during
which anti-competitive behavior takes place, even if this Collaborator did not actively participate or if
he/she did not speak out during this meeting. It is therefore up to Collaborators to remain vigilant, and to
inform the Legal Department of any suspicion or detection of any anti-competitive behavior.

If a Collaborator finds himself/herself in a meeting or discussion during which delicate questions relating
to competition are addressed or discussed (such as prices, pricing and discount policies, allocations of
production or market shares, etc.) , this Collaborator must leave the meeting immediately, ensure that
his/her departure is recorded in writing, and notify the Legal Department.

2/ Corruption & Influence peddling  
Corruption is reprehensible behavior by which a person (public official or private person) solicits,
approves or accepts a gift, an offer or a promise, gifts or advantages of any kind, with a view to fulfilling,
delaying or omitting to perform an act directly or indirectly within the framework of his duties, in order to
obtain or maintain a commercial or financial advantage.

This definition distinguishes the notions of:

  • Active corruption: when the initiative is taken by the individual who grants the unjustified consideration
    (=the corruptor);
  • Passive corruption: when the initiative is taken by the individual who performs or does not perform an
    act of his function with a view to receiving the unjustified consideration (=the corrupt person).

Collaborators must not commit acts of corruption and must not use intermediaries, such as, but not
limited to, agents, consultants, advisors, distributors or any other commercial partners for the purpose of
committing such acts.

Gifts (any object, service, invitation, advantage, etc.) can be part of the courtesy practices in professional
relationships, but their acceptance or offer must respect certain rules so as not to be perceived as
intended to obtain or grant an inappropriate advantage, nor be likely to influence a decision or lead to a
suspicion of conflicts of interest.

It is therefore appropriate for Collaborators to demonstrate transparency towards Expliseat and to verify
the professional context according to the following cumulative criteria:

  • Purpose of the gift: Gifts that are justified by a professional reason directly linked to Expliseat's
    activity constitute low-risk situations. These gifts must not involve any compensation, whether
    requested or accepted (advantage intended for a close person, e.g. promise to hire a close person,
    Conversely, gifts or invitations offered to a close relative of the person with whom a business
    relationship is planned or established as well as those offered prior to a decision on the award or
    renewal of a contract, particularly in the framework of a call for tenders, represent situations with a
    high risk of corruption.
  • Value of the gift: The value of the gift alone is not sufficient to characterize an act of corruption, but it must be symbolic, reasonable, and proportionate to the situation. The gift must not be paid in cash (cash, check, bank transfer, etc.), or in cash equivalent (e.g. vouchers), nor be received at the Collaborator’s personal home.
  • Frequency of the gift: The same Collaborator can offer or receive from the same third party several gifts or invitations during a specific period. This recurrence presents risks in terms of corruption. Consequently, prior to accepting the second gift, the Collaborator must obtain authorization from his/her manager and from the Legal Department.

Except in exceptional cases subject to the prior written agreement of its Direction, Expliseat formally
prohibits gifts, hospitality, donations and other benefits when they concern agents or a former public
official, or even, to a member of his immediate family, as long as they aim to circumvent the laws and
regulations in force (= public corruption, as opposed to private corruption).
The following are considered to be “public officials”:

  • Any manager or employee, elected or appointed, of a government or departmental ministry, of a
    government agency or of a company belonging, even partially, to a government, or appointed by
    a public international organization,
  • Any person acting officially for or on behalf of a government or ministry, government agency or
    public international organization,
  • Political leaders and candidates for public office.

Influence peddling
Influence peddling is a form of corruption in which the action of the corrupt, carried out in exchange for
the advantage received from the corruptor, or promised by the latter, consists of using his influence to
obtain from an authority or a public administration a decision favorable to the corruptor.

On the criminal level, influence peddling actions are as heavily punished as corruption actions, the
penalties incurred being increased when the corrupt person is a person holding public authority, charged
with a public service mission or invested of a public elective mandate.
All Collaborators are strictly prohibited from engaging in actions constituting corruption or influence
peddling, whether they consist of offering advantages with a view to obtaining any preferential treatment
or receiving such advantages with a view to granting such preferential treatment.

Any action that could lead directly or indirectly to corruption, whatever its form, is strictly prohibited and
may result – in addition to disciplinary sanctions for the Collaborator – heavy civil and/or criminal
sanctions for the company and for the Collaborator.

3/ Facilitation payments
Facilitation payments are unofficial payments (as opposed to legitimate and official duties and taxes) paid
to facilitate or accelerate certain administrative formalities such as, but not limited to, permit applications
or customs clearance. Expliseat strongly prohibits “facilitation payments”.

4/ Money laundering 
Money laundering consists of using the economic and financial system to voluntarily transform income
from illegal activities by investing it in legal activities.

Expliseat prohibits accepting money from illegal activity.

Therefore, in order to combat money laundering, Collaborators must be particularly careful to only work
with clients whose funds are legal.

5/ Counterfeits
Expliseat strictly prohibits any counterfeit part, defined by EN9100 as an unauthorized copy, imitation,
substitute part or modified part (e.g. material, part, component), knowingly presented as being an original
specified part from a designer or authorized manufacturer.

As non-exhaustive examples of counterfeit parts, we may note false identification, marking or labeling,
inaccurate class, a false serial number, a false date code, falsified documentation or performance

6/ Conflicts of interest 
Conflicts of interest arise from any situation or arrangement in which professional, financial, family,
political or personal interests are likely to influence the behavior of a Collaborator in a direction contrary
to the interests of Expliseat.

When carrying out activities on behalf of Expliseat, Collaborators are bound by an obligation of loyalty,
fairness and impartiality, and must therefore ensure that they refrain from carrying out any activity,
directly or indirectly, which would place them in a situation of conflict of interest with Expliseat.

As such, all Collaborators must refrain from taking any direct or indirect interest in the company of a
customer, supplier or competitor of Expliseat.

Collaborators must also report to the Legal Department any transaction that Expliseat may consider with
a counterparty in which this Collaborator himself or a member of his family holds, directly or indirectly,
any interest. The Collaborator concerned must also withdraw from the decision-making process linked to
this transaction.

In general, any situation of conflict of interest, actual or potential, must be immediately reported to the Legal Department and Expliseat’s Direction.

7/ Stakeholders
A stakeholder is a natural or legal person with whom Expliseat interacts within the framework of its
business relations.

Collaborator’s relationships with Expliseat’s stakeholders must be guided by mutual respect and fair business conduct, which involves:

  • Informed decision-making,
  • Honesty and fairness towards stakeholders,
  • Respect of contractual commitments,
  • Do not denigrate or discredit Expliseat’s competitors

8/ Confidentiality – Personal data – Rights of third parties

All information and data of which Collaborators are aware in the context of their functions for Expliseat
constitute an essential intangible asset of Expliseat and are therefore strictly confidential.

This information could be used by competitors or harm Expliseat if it were disclosed.

Each Collaborator must therefore use this confidential information fairly, while respecting their duty of
confidentiality and their obligation of confidentiality:

  • They must only be used within the professional framework of Expliseat and must not be disclosed
    externally without the prior signing of a confidentiality agreement,
  • They must also not be shared internally with people whose work does not require them to have
    access to them, as their disclosure may harm the interests and image of Expliseat,
  • They must not be disclosed to a third party without ensuring the legitimacy (identity) of the

Employees are also requested to respect the following precautions:

  • Keep confidential information in their possession securely, in accordance with the Expliseat IT
    Charter in force,
  • Respect professional discretion regarding confidential information, including in family or friendly
  • Be vigilant during conversations or work in public places (trains, planes, etc.), as well as in places
    of conviviality,
  • Alert the Legal Department in the event of unauthorized disclosure of confidential information,
  • Do not keep professional data, including but not only confidential information, when leaving the

Personal data
Personal data is any information directly or indirectly identifying a natural person (name, photo, date of
birth, town of residence, etc.).

Particular attention must be paid to the protection of personal data, as their disclosure would constitute
an infringement of respect for private life. Expliseat undertakes to comply with regulations relating to the protection of personal data.

Collaborators must ensure compliance with this regulation by suppliers and service providers to whom
they may entrust the processing of personal data.

Rights of third parties
Each Collaborator must ensure not to use resources belonging to third parties (e.g. photos, videos, etc.)
without first ensuring that Expliseat has the necessary rights for this use.

Communicate responsibly

Expliseat attaches strategic importance to its reputation and the protection of its image.

Collaborators, like our customers, our suppliers and more generally our partners, must have confidence
in Expliseat, its products and its image.

Only Collaborators duly authorized by Expliseat’s Direction are authorized to speak on behalf of
Expliseat. Public relations, communications or statements to the media whatever they may be are under
the sole authority of Expliseat’s Direction.

Collaborators must therefore be aware of the implications that their personal comments may have on the
image and reputation of Expliseat.

Collaborators must ensure that there is no confusion between their communications made on their own
personal behalf and those made on behalf of Expliseat. Otherwise, communications made by a
Collaborator on his/her own behalf could be attributed to Expliseat and have a negative impact on the
image and reputation of the company.

Collaborators must remain vigilant when communicating personally on the Internet and on social
networks, never publish sensitive or confidential information there, and respect the private lives of their
colleagues and their image rights. In general, Collaborators must remain responsible and loyal when
talking about Expliseat.

Expliseat asks Collaborators to report any item seen on the Internet and/or on social networks that is
likely to harm Expliseat’s reputation or that is not accurate.

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