The aim of the Scorpion Research Ethical Business Policy is to define the guiding principles for Scorpion Research in the conduct of its activities. It governs business decisions and actions throughout the World and applies equally to corporate actions as well as the individual behaviour of Employees in the performance of their duties. The Scorpion Research Ethical Business Policy is intended to be indicative of the minimum requirements for behaviour. It remains subject to due observance of applicable Laws and Legislative Regulations within the Countries in which the act or conduct occurs.
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| 1. | General Commitment
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| 1.1 | Scorpion Research wishes to be a responsible partner in society, acting with integrity towards its Shareholders, Customers, Employees, Suppliers, Competitors, Governments and the general communities in which it operates who can be affected by its activities. Scorpion Research is committed to act fairly and responsibly. It endeavours continuously to assess its interests and those of affected persons or entities to ensure a healthy long term relationship with them.
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| 1.2 | Ethnic and cultural differences throughout the World enrich society. Scorpion Research endeavours to adjust itself to local situations so as to choose a proper approach in coping with possible problems within the bounds of applicable Law and responsible conduct. In this respect, Scorpion Research supports the principle of dialogue and cooperation with all parties involved rather than taking a confrontational stance.
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| 1.3 | Scorpion Research divisions are encouraged to promote, defend and support their legitimate business interests in the Countries in which they operate with due regard to the Law and the interests of society.
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| 1.4 | Scorpion Research supports the principle of fair competition as a basis for conducting its business and observes applicable competition Laws and Legislative Regulations.
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| 1.5 | Scorpion Research aims at continuously supplying high quality products and services.
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| 1.6 | Scorpion Research considers the entire life cycle of its products from design and manufacture upto usage and disposal and has integrated its environmental policy into its products and processes. In conducting its activities, Scorpion Research gives due regard to the environment and continuously pursues opportunities to further reduce any adverse impact of its activities and products on the environment.
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| 2. | Commitment Towards Shareholders
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| 2.1 | Scorpion Research focuses on increasing Shareholder value by achieving a satisfactory return on equity, with a goal to maintain a sustainable dividend payment to Shareholders, whilst at the same time retaining sufficient funds in the Company to generate profitable growth.
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| 3. | Commitment Towards Employees
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| 3.1 | Scorpion Research values its Employees as a key resource. An atmosphere of good Employee communication, involvement and responsibility is of central importance. The personal development and optimum use of Employee talents is encouraged.
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| 3.2 | Within Scorpion Research, every Employee has an equal opportunity for personal recognition and career development, regardless of personal background or belief. The same policy applies to recruitment of Employees. No form of discrimination or harassment will be tolerated. An important part of this policy is selecting, rewarding and promoting people who demonstrate entrepreneurial behaviour and show individual initiative in combination with a high degree of knowledge and experience of the products, local markets and culture.
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| 4. | Employee Commitment To Company Assets & Resources
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| 4.1 | Each Employee is responsible for the proper use, protection and conservation of Scorpion Research assets and resources. This includes Scorpion Research properties, assets, proprietary interests, financial data, trade secrets, corporate information and other Scorpion Research rights. Scorpion Research assets and resources as well as corporate opportunities are to be used solely to pursue and achieve Scorpion Research goals and not for personal benefit. A person who believes he or she might have a conflict of interest should discuss the issue with the next level of management.
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| 5. | Employee Commitment To Information Security
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| 5.1 | Scorpion Research regards information for the purpose of its business as a corporate asset which must be protected against loss of availability, infringement and improper disclosure. Accordingly, Scorpion Research has adopted policies to ensure, as far as reasonably practicable, that information is protected. The information security policy also applies to intellectual property of Scorpion Research which includes inventions, trade secrets, technical information, product design, production expertise, etc.
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| 6. | Employee Commitment To Insider Trading Rules
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| 6.1 | Non-public information which might influence the market value of Scorpion Research or other shares should be kept in strict confidence until publicly released by authorised management in accordance with applicable legal requirements and Stock Exchange regulations.
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| 6.2 | Any person who has sensitive information concerning Scorpion Research or other shares which could influence the value of Scorpion Research or other shares and related rights must refrain from directly or indirectly executing transactions in such shares or rights. The communication of such information to any person, other than in compliance with a statutory obligation or in normal exercise of their duties, is prohibited for as long as this information has not been made public.
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| 6.3 | These insider trading rules similarly apply to sensitive information concerning publicly traded companies in which Scorpion Research has a participating interest, irrespective of its extent, or with which Scorpion Research is conducting negotiations or maintains contacts whereby such information concerning that other Company is acquired by Scorpion Research Employees.
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| 7. | Health & Safety
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| 7.1 | Scorpion Research provides healthy and safe working conditions for its Employees and will do all that is reasonable and practicable to:
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| | 7.1.1 | protect the health and safety of its Employees and minimise any adverse effects on the environment;
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| | 7.1.2 | implement working practices to prevent personal injury and damage to property;
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| | 7.1.3 | limit the potential harm from known hazardous processes by maintaining safe systems of work, and by planning for emergencies which may reasonably be foreseen;
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| | 7.1.4 | involve its Employees in carrying out the policy, and make them aware of their own responsibility for the health and safety of themselves and others;
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| | 7.1.5 | provide appropriate training to ensure the competence of staff who advise on occupational health, safety and environmental matters;
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| 7.2 | Employees at all levels are encourages to secure the maximum benefit from experience gained within Scorpion Research in dealing with health and safety hazards and to apply the knowledge for the good of the business as a whole.
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| 8. | Integrity Of Records
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| 8.1 | Records of transactions should be maintained in an accurate, complete, transparent and timely manner in accordance with Scorpion Research accounting principles. No unrecorded funds or assets should be established or maintained.
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| 9. | Bribery
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| 9.1 | Bribes in any form are unacceptable. Employees should immediately reject any demand or offer for such a bribe.
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| 10. | Gifts & Favours
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| 10.1 | In general, personal gifts or favours of any material commercial value may not be made or accepted by any Scorpion Research Employee. An exception may be made with prior approval of the next level of management on the rare occasion when refusal of the gift or favour would be to the detriment of the legitimate business interests of Scorpion Research. In determining if the exception should be made, local customs and traditions will be taken into account.
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| 11. | Outside Interests
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| 11.1 | Scorpion Research expects its Employees to be fully dedicated to the proper fulfilment of their duties and to avoid any conflict of their personal or business activities and financial interests with such commitment. Any engagement outside Scorpion Research and any financial interest (direct or indirect such as via a family member or acquaintance) which could give rise to a conflict of interest should always be promptly disclosed to the next level of management. Employees are not allowed to have a direct or indirect financial interest in a supplier or competing Company with the exception of a financial interest in a publicly traded Company.
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| 12. | Community Activities
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| 12.1 | In their capacity as citizens, Scorpion Research Employees are encouraged to participate in community activities unless such participation is inconsistent with employment duties to Scorpion Research.
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| 13. | Military & Defence Contracts
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| 13.1 | Scorpion Research divisions do not produce products or render services specially designed or developed for military or defence purposes.
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| 13.2 | Scorpion Research is unable to exclude the possibility of the supply of products or services for general purposes that are selected for use by military or defence organisations.
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| 14. | Political Payments
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| 14.1 | Scorpion Research has adopted the policy that Scorpion Research divisions shall not make payments or donations, in money or in kind, to political parties, political organisations or individual politicians. In exceptional cases where approval has been obtained, such payments or donations will be subject to full compliance with applicable Laws and Legislative Regulations including rules regarding public disclosure.
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| 15. | Human Rights
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| 15.1 | Scorpion Research is committed to the prevention of any violation of established Human Rights of any kind, particularly where child labour or undesirable forced acts are involved. Scorpion Research will not trade with persons or parties involved in such activities nor with Countries whose Governments, identified by the United Nations, support such behaviour.
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| 16. | OECD Guidelines
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| 16.1 | On 26th June 2000, the OECD Guidelines for Multi-National Enterprises (MNEs) were formally adopted by 33 Countries, including all major developed Countries. The Guidelines are recommendations addressed by governments to MNEs, providing voluntary principles and standards for responsible business conduct. Although the Guidelines are not legally binding, OECD governments are committed to promoting their observance. Scorpion Research welcomes the Guidelines and sees them as an important aid to the further implementation of its Ethical Business Policy.
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| 17. | Observance Of The Ethical Business Policy
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| 17.1 | Scorpion Research considers it essential that all Employees understand and comply with the Ethical Business Policy in order to foster collective responsibility towards society in achieving Scorpion Research corporate objectives. Due observance of and compliance with the Ethical Business Policy by all Scorpion Research Employees is mandatory.
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| 18. | Implementation
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| 18.1 | Scorpion Research requires compliance with the Ethical Business Policy at all levels. Violation may lead to disciplinary action up to and including discharge.
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| 19. | Modification
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| 19.1 | Scorpion Research reserves the right to add, delete, or modify any provision of this Policy at any time without notice.
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| 20. | Jurisdiction
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| 20.1 | This Policy shall be governed by the laws of England and the parties hereto agree to submit exclusively to the jurisdiction of the Courts of England.
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