Comarch Capital Group Code of Conduct

I. The Highest Ethical Standards

The Comarch CG is aware of the importance of abiding by the regulations, legal provisions, working procedures and ethical standards set by the company. As a leader of the IT market in Central Europe, Comarch is committed to promoting ethics and to striving to be among the world leaders in fostering corporate responsibility, respect for human rights and environmental protection. The achievement of this goal is the joint responsibility of all Comarch employees.

The present Code of Conduct has been approved by the Comarch CG Management Board, which is committed to the regular assessment of the observance of the Code and to amending it on the basis of the proposals submitted.

The Code reflects the ethical values that Comarch upholds and intends to abide by. For the employees of Comarch CG, 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.

The present Code of Conduct shall be circulated and publicized by the activity of Comarch SA’s PR Department and Quality and OHS Department.

II. The Mission of the Comarch Capital Group

Responsibility for the Success of our Customers
Comarch is a global supplier of IT services, which comprehensively support customer relationships, and optimize operational activity and business processes. The company’s in-depth knowledge of the industry is its main advantage and we hand this on to our customers in the form of integrated IT solutions. Ever since its establishment Comarch has placed great emphasis on the delivery of applications and professional services of the highest quality in such a way as to ensure that they can be optimally applied in the Customers’ day to day activities. In this respect, Comarch has already acquired a strong position as a supplier of comprehensive IT solutions. The Comarch CG aims at delivering innovative IT solutions to all sectors of the economy. More than 6 000 experienced specialists and consultants work for our customers all over the world. We have conducted thousands comprehensive successful projects in over 100 countries on 6 continents and these have benefitted from the use of the most modern technologies, in-depth knowledge of market trends and a sense of responsibility. Several hundred thousand customers in Poland and abroad use Comarch software and we are proud of the fact that many of our international customers consider Comarch to be an excellent example of a thriving European IT company that is efficiently winning global markets. The company’s domestic and international product development strategy is supported by extensive R & D investments, whose value amount over a dozen percent of sales revenues every year. 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 while also taking into account market trends. Comarch's strategy is based on using the diversified experience and knowledge of its employees to deliver a full range of IT services from consulting and the implementation of individual solutions through to outsourcing.

III. The Values Cherished by the Comarch Capital Group

Both in the Group's internal as well as external relations with its stakeholders, Comarch cherishes universal values by fostering honesty, diligence and conscientiousness in the delivery of the tasks the Group is entrusted with, quality and innovation as individual goals the employees set themselves, 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 or diversity of opinion.

IV. Maintenance of the Highest Standards of Work

The Comarch Capital Group respects and maintains international standards regarding human rights as well as international standards of work, perceiving them as fundamental and universal.

The Comarch CG respects and executes labor law regulations as well as health and safety provisions and ensures that employees are always treated in accordance with the requirements in force. Recognizing the right of employees to free association, Comarch CG engages in a dialogue with an elected council of employee representatives.

Recognizing the right of employees to free association, Comarch CG engages in a dialogue with an elected council of employee representatives. The group respects the prohibition of discrimination based on: race, social status, ethnicity, religion, disability, sex, sexual orientation, political affiliation and views, age and marital status. The company guarantees freedom of conscience and religion as well as freedom of speech and opinions.

The Comarch CG promotes teamwork that is 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. In return, the group makes every effort to ensure their employees fair remuneration paid regularly, development possibilities, stimulating challenges as well as very good conditions of work.

The Comarch CG protects its employees' copyright and, with regard to international standards, respects their intellectual property as a personal good that should be free from any abuse.

The 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 which is free of such practices.

V. Lack of Tolerance for Corruption, Fair Competition

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

The Comarch Capital Group has implemented the Anti-Corruption Policy, which establishes rules and standards of conduct in order to prevent and respond to actions that may bear marks of corruption.

It is the duty of Comarch Capital Group employees to avoid any activity leading to a conflict of interests, namely receiving and offering presents as a part of business and commercial activity. It is forbidden to pay or to propose bribes or illegal services to state officials or to the representatives of political parties in order to make or to keep a transaction. Comarch employees shall not derive benefits or assist in deriving benefits from opportunities which may arise as a result of using company information or their position within the Group.

VI. Partnership in Business

Customer Relationships
Comarch CG’s main principles are responsibility for its customers’ success as well as respect and openness to their needs. Comarch delivers innovative IT services of the highest quality, which result from the employees’ experience and exceptional skill, and from cooperation with the leading research and development centers in Poland and abroad. The Group spares no effort in ensuring that the IT solutions delivered correspond with the highest standards and customer requirements.

Contacts with Public Administration
As far as contact with public sector customers (central and local government, community partnerships, treasury companies, public health centers) is concerned, the provisions of the Public Procurement Act of 11 September 2004 (Journal of Laws, 2019 item 1843) are applied. These provisions regulate the method of communication with the ordering person during the tender procedures, the scope of activities which can be undertaken by the parties to the procedure as well as the resources available for legal protection.

Security in International Business
In order to ensure control and security in the trading of products, technologies and services which are strategically important for your security, Comarch CG has implemented the Export Control System, which guarantees that international and domestic standards and requirements are applied.

VII. Integrated Management System

Comarch Capital Group sets particular store by 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 guarantees the correct and system-managed realization of all business processes which have a bearing upon the product and on service quality. 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 emphasis placed upon the quality of products and services runs parallel to the Group’s active support of environmental protection and strict adherence to the security principles that apply to employees and suppliers.

Compliance with the rules and systems implemented at Comarch results in relations of trust being developed between the company and its customers and suppliers. In this way Comarch’s corporate image is reinforced in the eyes of all parties interested in the effects of the company's activities within such areas as product and service quality, impact upon the natural environment, energy management, occupational safety and health, information and data security and the sale of dual-use products.

VIII. Corporate Governance – Observing the Principles

Comarch adheres to the Code of Practice for Companies Listed on the Warsaw Stock Exchange and operates in accordance with the ‘comply or explain’ principle which requires a company to provide the market with an unambiguous explanation of having violated a good practice.

Listed companies are obliged to devote a section of their annual reports to detailing their compliance with corporate governance principles. The Comarch SA Management Board published a report on the application by the Company of the principles resulting from the new set of corporate governance principles, which was posted on the Company's website. According to the published report, the Company does not apply 2 rules: 2.1. and 2.2.

Principles of Corporate Governance that the Issuer does not Observe with an Explanation Thereof

IX. Ecological Awareness

The Comarch Capital Group follows the legal regulations regarding the protection of the natural environment. Comarch makes great efforts to limit the impact of its activities upon the natural environment by minimizing the exploitation of natural resources and the amount of waste resulting from current activities. Moreover, the company promotes an ecological lifestyle among its employees by supporting initiatives that encourage the active protection of the natural environment.

X. Corporate Social Responsibility

The Comarch Capital 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.

As far as promoting and supporting sports is concerned, the principal object of Comarch's engagement is MKS Cracovia SSA, the oldest sports club in Krakow which participates in professional leagues and competitions in several sports disciplines with a focus on football and ice hockey. The Comarch Capital Group is also involved in promoting sports among young people.

Comarch provides its employees with permanent and free access to Recreation Centre located in one of the company buildings, and so encourages them and their families to lead an active life.

Another idea widely promoted by the Comarch Capital Group is the popularization of knowledge regarding the most recent IT technologies. Every year a group of approximately 300 students of IT participate in a three-month summer internship program at Comarch which enables young people from all over the world to become familiar with cutting-edge IT solutions for business. Furthermore, Comarch supports Polish science by taking part in and co-financing scientific conferences.

Finally, the Comarch Capital Group is also a frequent sponsor of cultural events, including festivals, concerts and other socially significant events.

XI. Implementation and Enforcement

Compliance with the rules defined in the Code of Conduct is the responsibility of each employee. 

All obscurities, ambiguities and problems related to the interpretation of the Code of Conduct should be submitted to the Spokesperson on Ethics appointed by the Management Board. Comarch employees are encouraged to present any remarks or suggestions regarding the modification of the Code of Conduct.

The Spokesperson on Ethics is responsible for:

• Supporting employees with regard to complying with the Code of Conduct.

• Promoting the Code within the company.

• Updating the Code.

Taking the proper steps in response to current problems that employees may have as regards the ethical dimensions of the business activities they undertake. Employees of the Comarch Capital Group are entitled to expect assistance and support from the Spokesperson on Ethics regarding questions submitted by e-mail to: etyka@comarch.com