Principle of the code of business conduct

Ethical practices and compliance with applicable international standards are at the core of Scality (“Scality” or the “Company”) business conduct and form the basis of our well-established reputation as a strategic player in the field of technological and economic innovation. Scality complies with local regulations and laws, as well as international standards. Scality therefore strictly prohibits child labor and any form of forced labor, servitude or modern slavery.

The Company is committed to protecting basic freedoms and promoting diversity within a multicultural organization.

The present Code of Business Conduct (herewith after the “Code”) is a set of principles aiming at providing guidance to the various Scality’s stakeholders to conduct themselves with honesty and integrity in all actions representing the company.

This Code applies to all Scality employees, contractors, corporate officers and representatives, irrespective of their function or position. It supplements, but does not replace, local or international laws, regulations and obligations, together with generally accepted standards of business conduct (the “Regulations”). In cases where Regulations require standards that are higher or in addition to those set out in the Code, these Regulations must apply. Conversely, if the Code sets out higher standards of protections, the Code will prevail over local regulations. In the event of incompatibility, however, local Regulations will prevail over this Code.

Finally, although this Code provides an overview of the Company’s policies and procedures, it cannot describe all situations in which Scality employees might experience and implement our professional ethics.

The HR Department is available to help you understand the applicable rules and provide advice and assistance whenever required.

Social and environmental commitment

MUTUAL RESPECT AND DIVERSITY

Our corporate culture is based on a shared ambition, our purpose and the unique, shared values within our ecosystem (https://sites.google.com/scality.com/life-atscality/culture). We believe in Diversity, Freedom, and staying in control. This offers a workspace that is conducive to personal achievement, enabling the mutual enhancement of knowledge and promoting growth through change in a collective, fulfilling environment.

Scality considers diversity as an asset that encourages creativity and mutual enrichment.  We are committed to providing a working environment without any form of discrimination, harassment, or intimidation, and we must treat our colleagues, customers and partners with respect in all circumstances. Recruitment, training, promotion, appointment, and other work-related decisions are based on the qualifications, talent and performance of each employee, as well as on our professional motivations. All our human resources practices comply with local and national legislation in the countries where we operate, as well as with international standards.

Scality strictly prohibits moral harassment, sexual harassment and discrimination in work relations for whatever reason, in particular during the recruitment process and during employment. Situations that may involve harassment or discrimination are assessed on a case-by-case basis, as established by specific facts and circumstances and according to their legal qualification.

DEFINITIONS

Sexual harassment is defined as a situation in which unwelcome behavior with sexual overtones, being expressed physically, verbally or non-verbally, occurs with the aim or the effect of compromising the dignity of a person and, in particular, creating an intimidating, hostile, degrading, humiliating or offensive environment.

Discrimination refers to a situation in which a person is treated differently and negatively, without objective justification, due to or in relation to their age, handicap, gender, marital status or pregnancy, ethnic origin, national origin, social origin, religion, sexual orientation, union membership, opinion or political affiliation.

A SAFE AND HEALTHY WORKING ENVIRONMENT

A safe environment is necessary for everyone to perform their tasks. Consequently, we count on the attention of all employees to ensure their own security and that of their colleagues in a responsible manner. Scality complies with applicable legislation and regulations in terms of health and safety.

We make sure any accidents, harm, dangerous equipment, violence or other threats to safety are rapidly reported. Our partners are obliged to act likewise. Alcohol, together with illicit and regulated substances, can adversely affect safety and productivity, as well as having a negative impact on behavior, reliability and judgment.

RESPECT FOR THE ENVIRONMENT

Sustainable development is at the core of Scality’s purpose. With this in mind, we endeavor to put protection of the environment at the center of all our operations. Scality also endeavors to minimize the impact of its own activities on the environment. We apply the precautionary principle in relation to environmental issues. We comply with legislation and regulations applying to the protection of the environment, including the necessary measures to manage environmental risks. Scality considers that the daily actions of each person play a crucial role in contributing to Scality progress in this area. Commitments to protect the environment are embodied in the Corporate Social Responsibility Policies.

ETHICAL BUSINESS CONDUCT

Our integrity and ethical conduct are fundamental to the internal and external operations of the Company wherever we operate. Our long-term relationships with our customers, suppliers and partners are based on the honesty and integrity that all Scality employees show at all times. We expect our suppliers and partners to act similarly

FIGHTING CORRUPTION

Scality has a zero-tolerance policy with respect to corruption and influence-peddling, including bribes and facilitation payments, regardless of local customs or commercial pressure and even if this means losing out on business opportunities.

Consequently, Scality employees must remain vigilant, comply with laws and regulations in force and never, whether directly or indirectly, encourage, offer, attempt to offer, allow, promise or accept, in any form, any advantage (e.g. payment, gift, bribe or illegal commission) in order to obtain or retain a contract or gain an inappropriate advantage, even if they believe they are acting in the best interest of Scality.

Breaching anti-corruption laws and regulations, including the French Penal Code and the French Law n°2016-1691 dated 9 December 2016 (known as the ”Sapin II law”), the FCPA anticorruption law in the USA and the UK Bribery Act, can result in severe sanctions, both for the individuals and legal entities they represent.

These sanctions can include heavy fines and prison sentences, in addition to harm to the reputation of the company and commercial losses. The consequences of corruption are even more serious when public officials are involved.

DEFINITIONS

Corruption means a situation in which something of value is promised, given or allowed to be given improperly, directly or indirectly to a public official or a person from the private sector, with the aim of obtaining an undue advantage by inciting this person to perform or not to perform an action as part of their duties.

The person giving and the person receiving the undue advantage are both liable for their act of corruption. Corruption also includes influence peddling, which involves offering a person an undue advantage, with the aim of obtaining special treatment, a job, contract or any other favorable decision from an authority or body, through the influence or relations of this person.

The words “something of value” and “advantage” are interpreted in the broadest terms in the context of corruption.

Many people might think that a bribe is a direct payment in exchange for a commercial advantage, yet it may also involve a less direct transaction. A bribe can take the form of a donation to a charity, sponsorship or an activity such as a seminar, contribution to a social fund, a gift (see below for GIFTS and INVITATIONS for acceptable gifts and invitations) or a sign of hospitality, such as paying for a meal or travel expenses.

THIRD-PARTY RELATIONS

Under anti-corruption legislation in force, Scality may be liable in cases of faults committed not only by its employees, but also by third parties.  Consequently, Scality employees must remain vigilant when performing their duties to avoid the Company being directly or indirectly involved in acts of corruption.

Scality counts on its suppliers, partners, distributors, agents, consultants and all third parties to adopt ethical behavior in their interactions with or on behalf of Scality. These third parties are obliged to comply with the principles set out in this Code, together with the contractual clauses that bind them to Scality.

In order to comply with its obligations under international anti-corruption legislation, Scality must perform prior verifications on any third parties with which it becomes involved.

Prior verifications are important tools for managing risks, which help companies to detect and mitigate any indications of alerts and risks that a third party may present.

Scality must therefore perform due diligence on third parties presenting the highest risks before contracts are entered into.  Although checks performed during prior verifications may vary according to the category of third party involved, they must pursue the following objectives:

  • identify the ultimate beneficiaries of the third party; establish the qualifications of the third party and those connected to it, including the reputation of the Company and any link with public officials; establish the commercial justification that would lead to this third party being selected, including the type of services to be provided;
  • guarantee appropriate payment methods (for example, no acceptance of payment in cash or to several accounts or to a country other than that in which the third party conducts its business)
  • spot alerts and mitigate risks; and
  • obtain approval from Legal wherever necessary.

GIFTS AND INVITATIONS

The exchange of gifts, meals and entertainment between companies and customers, partners or suppliers is common practice. This remains acceptable, providing the exchange of courtesies involves reasonable amounts.

The Scality Expense Commitment policy sets out validation procedure to be followed according to the various types of expenses including gifts and hospitality.

The offering and acceptance of gifts and invitations must:

  • Be compatible with local practice and customs and comply with applicable legislation;
  • Involve reasonable amounts, be appropriate and not include anything that may embarrass Scality’s reputation if revealed publicly (for example, it is strictly prohibited to offer or receive entertainment such as gambling or “adult entertainment”);
  • Comply with the policies applying both to the person offering and the person receiving. Many large corporations and government and public entities forbid their employees from accepting any gratification, including meals and entertainment.
  • Be correctly documented and recorded in the Company’s accounts.

Before accepting or offering gifts or hospitality of a value that exceeds the amount set in the Scality’s Expense Commitment policy, employees must fill in and submit a declaration of gifts and invitations for approval, in accordance with the procedure set out in the documents available at Life@Scality.

CONFLICTS OF INTEREST

Scality employees must adopt exemplary behavior and act in the best interests of the Company.  A Conflict of Interests, whether perceived or real, occurs when the capacity of an employee to make choices, recommendations or decisions or to act objectively with respect to Scality interests, may be influenced by a personal interest.  This could be due to the fact that the employee, a close relative or friend could personally benefit from the Scality business relationship with a third party. Examples of situations that may lead to a conflict of interest include:

  • Making decisions or recommendations based on external interests that go against the best interest of Scality, or an employee taking advantage of their position within Scality to hire a relative or friend, without notifying their management and Human Resources of the potential conflict of interest;
  • Joining the Board or acting as a consultant for a competitor, partner, customer or supplier;
  • An employee personally benefiting from their position within Scality, for example, having a direct or indirect business interest in a company with which Scality does or is considering doing business (such as a supplier, distributor, consultant or acquisition target).

If an employee discovers a potential conflict of interest, they must notify their manager and Human Resources by writing to hr.us@scality.com, hr.apac@scality.com, or hr.emea@cality.com. The Human Resources Department can provide additional advice to Scality employees and help them establish whether a situation could lead to a conflict of interest.

To avoid embarrassing situations, Scality employees must notify their management and Human Resources of any prior or future external commitments, or any personal or professional relationship that may interfere with their obligations to Scality and create a perceived or real conflict of interest.

EMPLOYMENT OF RELATIVES AND SIGNIFICANT OTHERS

To avoid conflict of interest and to promote stability and goodwill in the workplace, Scality usually doesn’t place Relatives into positions in which they supervise or are supervised by another close family member. Scality also tries to avoid placing them in positions in which they work with or have access to sensitive information about family members. The same general considerations apply if two worksite employees marry or become involved in a domestic - partner relationship.

The term “Relatives” as used in the preceding paragraph, refers to a spouse or domestic partner, parents, legal guardians, siblings, children, grandparents, grandchildren, or current in-laws (Natural, step-or adopted relationships are included in this definition). It also applies to significant others.

FINANCIAL RECORDS

Scality must comply with strict rules and principles regarding accounting and financial information.  It is essential that Scality employees ensure all operations are correctly identified, analyzed and recorded in the Company’s accounts, in compliance both with generally accepted accounting standards and internal rules and procedures.

Any infringements of accounting and financial laws may lead to civil and criminal proceedings being brought against Scality and its executive management.

All Scality employees are responsible for ensuring sound accounting practices and proper financial records, including those who do not directly participate in preparing the Company’s accounting and financial reports. Most employees will gain knowledge of certain types of financial documents or operations within the context of their employment at Scality.

Keeping proper financial records involves keeping documents such as receipts, invoices and expense claims.

Important:

  • We do not tolerate any intentional false statements concerning our financial records, including any attempt to deliberately create incorrect or misleading records for any reason, or to hide the true nature of an operation.
  • We do not help any party carry out such wrongdoing or provide misleading financial information.
  • We do not pay any bribes or use Scality funds or assets for this purpose or for any other similar act of corruption.
  • We reserve the right to immediately report any situation generating incorrect financial and accounting information, in accordance with the Scality whistleblowing procedure.

Our internal controls must ensure the thoroughness, reliability, accuracy, timely transmission and clarity of our financial reports, in order to keep the trust of our shareholders, customers, partners and employees.

If the Company is subject to an enquiry or inspection, we will respond openly to questions and continue to be honest and transparent in our exchanges with the authorities.

COMPLIANCE WITH COMPETITION LAW

Competition law is designed to protect and encourage competition between economic players. The rules of competition law prohibit unfair business practices as well as sharing commercially sensitive or strategic information with competitors. Failure to comply with applicable competition rules could expose Scality, its directors and employees to administrative and criminal sanctions, as well as heavy fines and damage to the reputation of Scality. Scality policy imposes strict compliance with national and supranational rules regarding Competition Law in all countries in which we operate. Scality is vigorously competing on its markets. Scality interacts with its suppliers, customers and distributors in compliance with all applicable competition rules.

Scality employees must ensure they:

  • Avoid discussing certain subjects, such as prices and the issues involved in setting prices (for example, actual prices, discounts, rebates and calculation methods), pricing strategies, planned changes to prices (increases and decreases), marketing plans and our commercial terms, with our competitors;
  • Refuse to enter into agreements with competitors concerning prices, customers and sales territories;
  • Defend Scality interests as best they can and treat distributors fairly.

EXPORT CONTROLS

Scality endeavors to strictly comply with all applicable laws and regulations relating to trade and export controls.  Rigorous Scality procedures aim to ensure that the Company conducts its business, grants licenses for its products and supplies technology solely in compliance with applicable rules relating to trade, sanctions and embargoes. This specially includes the legislation of the United States and the European Union.

PROTECTION OF PERSONAL DATA

Scality has always recognized the importance of protecting personal data in the digital era and is fully aware of its responsibilities when processing personal data. Scality complies with applicable legal requirements, including the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data, namely the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), both for its internal needs and for the needs of all its partners, including:

  • Ensuring compliance with GDPR and CCPA requirements within its organization such as Human Resources (personal data policies), Finance, Legal, Marketing (internet sites and communications) and Sales through recommendations on data protection matters.
  • Ensuring that Scality products may be used by its customers and other partners in compliance with GDPR and CCPA regulations.

Scality employees must not compromise Personal Data security. Personal Data must not be collected, used and more generally processed, other than for one or more specified purposes, which must be legitimate and necessary for the Company’s activities. As such, it is the responsibility of each employee to ensure the necessary security measures and applicable laws are implemented and respected.

Scality employees that become aware of any personal data leaks or breaches must immediately notify their manager and the Scality Data Protection Officer. The Data Protection Officer is the VP Engineering and Customer Experience and can be contacted at: dpo@scality.com.

Protection of assets and confidential information

INTELLECTUAL PROPERTY ASSETS

The notion of intellectual property applies to all intangible assets resulting from intellectual activity that are protected or protectable, in accordance with national and/or international laws and treaties on intellectual property rights and related rights (such as the protection of business secrets).

Intellectual property is a key Scality asset. As it is crucial for the success of the Company’s activities and its development, it is the responsibility of all employees to ensure it is protected. For instance, Scality intellectual property assets include inventions, source codes, software, documentation, designs, specifications and tools, trademarks, drawings and models, and protected confidential information (formulae, know-how, organizational charts, commercial procedures, marketing plans, etc.).

These intellectual property assets are protected by intellectual property rights (such as patents, copyright, trademarks, or industrial models or drawings) or related rights (such as the protection of business secrets). The means of protecting intellectual property assets can vary depending on the type of assets. Certain assets, in particular inventions, must remain confidential in order to be properly protected, in particular by a patent. Trademarks, like patents, must be registered in order to benefit from intellectual property rights.

Scality respects the intellectual property rights of third parties and ensures they are used according to the licensing agreements in force.  The use of intellectual property assets of a third party (code, logo, image, etc.) requires prior authorization from the holder of the assets. Any use of an intellectual property asset must strictly comply with the authorization limits granted by the holder of the rights.

Important: Scality employees must be particularly careful to protect the Company’s intellectual property assets, even after they have left Scality. They must comply with Scality policies and procedures applying to intellectual property.

Another important aspect is to ensure Scality confidential information is protected, together with any confidential information transmitted by third parties.

For more information on this subject, Scality employees can contact HR (hr.us@scality.com, hr.apac@scality.com, or hr.emea@cality.com)

PROTECTION OF CONFIDENTIAL INFORMATION

Confidential information is considered to be information or data related or belonging to a natural or legal person, for which communication and/or use is limited and/ or prohibited by a contract (Employment contract, Customers NDA or any other contract) or by law on account of its nature (for example, data covered by insider trading laws) or information marked with a confidentiality or internal use restriction.

A “natural or legal person” means an individual or company, whether a company belonging to the Company or a third party. Information freely accessible to the public is not considered confidential information, providing its disclosure is not the result of a breach of a confidentiality obligation. Communication of confidential information is governed by the terms and regulations applying to its protection.

Examples of Confidential Information:

  • Unpublished corporate strategy;
  • Current or future research and development programs, technological innovations, advanced technology, inventions, planned mergers or acquisitions, investments or divestments;
  • Information received from customers or partners, such as their development plans/models or any other type of information for which communication has not been explicitly authorized;
  • Customer information under an NDA;
  • The existence and details of ongoing negotiations with partners or customers;
  • Financial information (actual or provisional data) prior to its publication.

Important:

  • Confidential information relating to Scality activities may only be communicated to authorized recipients, whether or not they are part of Scality.
  • The confidential information of our customers or partners, such as their development plans or best practices, must not be disclosed.
  • The confidential information of Scality, its customers or partners must not be discussed in public places (such as in an airplane, train, restaurant or seminar). This also entails taking extreme care over subjects discussed with friends, relations or any other third party, when these involve Scality, its customers or its partners.
  • Only authorized persons may communicate on behalf of Scality with the media, journalists, consultants and analysts, as this communication can impact the reputation and share price of Scality, its customers and partners.

WHISTLEBLOWING

Scality relies on its employees to understand and apply its internal policies and procedures. If an employee suspects or has knowledge of an ethics breach (as defined below), they are encouraged to notify their manager or the Chief of Staff or the Group Controller. As outlined in the Scality’s internal whistleblowing procedure, employees can notify either their line manager of this ethics breach (joining supporting documents) or the Chief of Staff or the Group Controller, if they have personal knowledge of the following:

  • A conduct or a situation that may constitute an act of corruption or influence peddling, as described in the Scality Code of Business Conduct and Anti-corruption policy;
  • A crime or criminal offense, an established serious breach of applicable laws or regulations, a threat or serious consequences for the general interest;
  • A risk of a serious infringement of Human Rights, basic liberties, the health and safety of individuals or damage to the environment.