Introduction

At Gini, we are committed to the highest standards of integrity, fairness, and accountability in all aspects of our operations. This Business Ethics Policy consolidates our principles and practices to combat corruption, prevent fraud, promote fair competition, ensure compliance with anti-money laundering regulations, and manage conflicts of interest. It reflects our dedication to ethical conduct, legal compliance, and fostering trust among stakeholders.

Scope

This policy applies to all employees, contractors, suppliers, and third parties acting on behalf of Gini, regardless of their location. It encompasses all business activities and decisions, ensuring compliance with applicable laws and regulations while promoting a culture of transparency and ethical behavior.

Objectives

The primary objective of this Business Ethics Policy is to create and sustain a culture of integrity, accountability, and ethical conduct throughout the organization. By ensuring compliance with laws and regulations, such as those governing anti-corruption, anti-money laundering, competition law, and fraud prevention, Gini GmbH seeks to safeguard its reputation and financial stability. The policy aims to mitigate risks linked to unethical practices by fostering transparency in business dealings and guaranteeing fair treatment for all stakeholders. It serves as a clear framework for employees and stakeholders, outlining expected behaviors and responsibilities. Additionally, it establishes robust mechanisms to detect, report, and resolve any violations of the policy, ensuring that ethical standards are consistently upheld. We commit to train 100% of Gini employees on all necessary frameworks such as information security, corruption and other topics related to business ethics.

Policy Statements

Corruption

Definition
Corruption is the abuse of entrusted power for private gain. This includes offering, promising, giving, requesting, or accepting any undue advantage as an inducement or reward for actions that are illegal, unethical, or a breach of trust. Bribery, a specific form of corruption, refers to the offering or acceptance of something of value to influence a decision improperly.

Prohibited Conduct
Gini explicitly prohibits bribery, which involves offering, promising, or giving any undue advantage to influence actions or decisions of public officials, business partners, or any other individual. The solicitation and acceptance of bribes, including requesting or agreeing to receive undue advantages as a reward for improper actions, are strictly forbidden. Facilitation payments, or small unofficial payments made to expedite routine government actions, are also not allowed. Similarly, gifts, entertainment, or hospitality that could influence decision-making or appear to do so are prohibited. Finally, kickbacks to individuals, where a portion of contract payments is returned as an incentive to secure the contract, are entirely banned.

Commitments to Prevent Corruption
Gini actively implements measures to prevent and detect corruption. The company ensures all employees and stakeholders are aware of its zero-tolerance stance through clear policies and guidelines. Regular risk assessments are conducted to identify and mitigate corruption risks within operations and supply chains. Thorough due diligence is carried out during onboarding and when monitoring third parties, including suppliers and partners. Employees undergo mandatory anti-corruption training to understand their responsibilities and how to report corrupt practices effectively. Robust financial controls are maintained to prevent unauthorized transactions and to monitor high-risk activities.

Gifts and Hospitality Guidelines
While gifts and hospitality can foster good relationships, they must never be used to gain improper advantages. Any gifts or hospitality provided or received must be reasonable, transparent, and proportionate. Therefore, it is not allowed to give or accept any gifts that exceed 50 euros or that might cause a conflict of interest. In case of doubt, we will discuss the issue with our CEO. Under no circumstances should gifts or hospitality be used to influence public officials’ decisions.

Third-Party Engagement
Gini requires all third parties acting on its behalf to comply with this Anti-Corruption Policy. Contracts with third parties must include anti-corruption clauses, and Gini will monitor third-party compliance through audits and performance reviews. Any third party found to be engaging in corrupt practices will face immediate termination of their contract and potential legal consequences.
Example: Bribery in a Supplier Contract
Emma, a procurement manager at a multinational company, is responsible for selecting suppliers for an upcoming IT infrastructure project. One of the suppliers, TechNova Solutions, offers her a paid luxury vacation in return for approving their bid. Although TechNova’s pricing is significantly higher than its competitors, Emma justifies her decision by exaggerating their “superior” service quality.
Outcome:

  • Emma accepts the bribe, and the company ends up overpaying for services, leading to financial losses.
  • If discovered, Emma could face termination, legal consequences, and reputational damage to the company.
  • The supplier could be blacklisted for unethical business practices.

Conflict of Interest

Definition</strong
A conflict of interest arises when an individual’s personal interests, relationships, or activities interfere, or appear to interfere, with their ability to act in the best interests of Gini. Examples include, but are not limited to:
Holding a financial interest in a competitor, supplier, or customer.
Accepting gifts, favors, or hospitality that may influence decision-making.
Engaging in outside employment or consulting that conflicts with Gini’s interests.
Having personal relationships that create favoritism or bias in business decisions.

Commitments to Prevent and Manage Conflicts of Interest
Employees and representatives must disclose any potential, actual, or perceived conflicts of interest promptly to the compliance manager, ensuring transparency and accountability. Leads are tasked with creating an open environment for discussions about potential conflicts, regularly evaluating risks within their teams. When conflicts are disclosed, the Compliance manager evaluates their severity and recommends mitigating measures, which may include recusal from projects, reassignment, or divestment of conflicting interests. Prohibited activities include engaging in any decision-making processes where conflicts exist that cannot be managed, as these may compromise the integrity of Gini’s operations. Gini will provide regular training to employees on identifying and managing conflicts of interest. This training will emphasize the importance of transparency and ethical behavior in fostering a culture of trust.

Example: Nepotism in Hiring
David, a hiring manager, is responsible for recruiting a new financial analyst. His cousin, Mark, applies for the position, but lacks the required experience and qualifications. Despite more qualified applicants, David manipulates the selection process to ensure Mark gets hired.
Outcome:

  • Company performance suffers as Mark struggles to handle his responsibilities.
  • Other employees feel demotivated and discouraged due to unfair hiring practices.
  • When HR audits the recruitment process, David is found guilty of nepotism and dismissed from his position.

Fraud

Definition
Fraud refers to any intentional act of deception intended to secure an unfair or unlawful gain. This includes, but is not limited to:

  • Misrepresentation of financial information.
  • Unauthorized use or misappropriation of company assets.
  • Forgery or alteration of documents.
  • Collusion or conspiracy to commit fraudulent acts.
  • Acts of bribery, embezzlement, or corruption.

Commitment to Fraud Prevention
Gini adopts a zero-tolerance approach to fraud. We are dedicated to implementing robust measures that prevent fraudulent activities, ensuring that employees and stakeholders understand their responsibilities in maintaining ethical business practices.
Gini’s commitment to fraud prevention involves comprehensive internal controls, regular audits, and secure mechanisms for reporting suspected fraud. Employees receive ongoing training on identifying, preventing, and reporting fraudulent activities. The company also conducts rigorous due diligence on third parties to reduce external risks. Investigations into suspected fraud are thorough and confidential, involving an assessment of credibility, evidence collection, and collaboration with authorities when necessary.

Detection and Investigation of Fraud
Gini is committed to promptly detecting and investigating any instances of suspected fraud. All reports of fraud are taken seriously and thoroughly examined by the Compliance and Internal Audit teams. Investigations are conducted with the utmost confidentiality to protect the rights of all parties involved.
Steps in the investigation process include:

  • Initial assessment of the report to determine credibility and scope.
  • Collection and review of relevant evidence, including documents, systems logs, and interviews with involved parties.
  • Collaboration with legal and regulatory authorities, if necessary.
  • Resolution and implementation of corrective actions.

Example: Fake Expense Reimbursement
Sarah, a senior consultant at a marketing agency, frequently travels for work. She submits inflated expense claims, including fictitious hotel bills and personal dining expenses, disguising them as business-related costs. Over time, her fraudulent claims amount to thousands of euros in stolen company funds.
Outcome:

  • Internal audits uncover the discrepancies, leading to Sarah’s termination and potential legal charges.
  • The company tightens financial controls, introducing AI-driven expense monitoring tools.
  • Employee trust in the organization’s reimbursement system is compromised, leading to more scrutiny on legitimate claims.

Money Laundering

Definition
Money laundering is the process of concealing the origins of illegally obtained funds to make them appear legitimate. This includes:

  1. Placement: Introducing illicit funds into the financial system.
  2. Layering: Conducting complex transactions to obscure the source of funds.
  3. Integration: Using the funds in legitimate activities to disguise their illicit origin.

Key Commitments
To prevent money laundering, Gini enforces strict Know Your Customer (KYC) procedures, verifying identities and understanding the source of funds. A risk-based approach is applied to high-risk clients, regions, and transactions, with enhanced due diligence measures implemented when required. Transactions are continuously monitored, and any unusual activity is flagged for investigation. Detailed records of all transactions, due diligence, and KYC documentation are maintained securely and comply with legal requirements. Gini will conduct thorough due diligence on all third-party relationships to ensure compliance with AML regulations. Contracts with third parties will include clauses mandating adherence to this AML Policy. All employees will receive regular training on AML requirements, detection of suspicious activities, and reporting obligations. Training will be tailored to the roles and responsibilities of each individual to ensure effective compliance.
Example: Shell Companies and Suspicious Transactions
A new supplier, GreenTech Innovations, offers highly competitive pricing for raw materials. However, during a routine Know Your Supplier (KYS) check, the finance team notices that payments are routed through multiple offshore bank accounts, linked to a shell company with no physical office. Further investigation reveals that the supplier is being used to launder money from illegal activities.
Outcome:

  • The company terminates the contract immediately and reports the suspicious transactions to regulatory authorities.
  • The legal team prevents potential fines related to anti-money laundering (AML) violations.
  • A new vendor screening process is introduced, requiring enhanced due diligence on high-risk suppliers.

Anti-competitive practices

Definition
Anti-competitive practices are actions that restrict or distort competition, leading to unfair advantages. Examples include:

  1. Price-Fixing: Agreements with competitors to fix prices, discounts, or other terms of sale.
  2. Market Division: Collusion to divide markets, customers, or territories.
  3. Bid-Rigging: Manipulating bids to favor a specific competitor or party.
  4. Abuse of Dominant Position: Exploiting a dominant market position to exclude competitors or harm consumers.
  5. Tying and Bundling: Forcing customers to purchase unwanted products or services as a condition of sale.
  6. Exclusive Dealing: Imposing exclusivity clauses that limit competition.

Prohibited Conduct
Gini maintains a zero-tolerance policy toward anti-competitive behavior. Employees and stakeholders are strictly prohibited from entering into agreements, whether formal or informal, that limit or restrict competition. They must not share sensitive market or pricing information with competitors, participate in practices that could be interpreted as collusion or the abuse of market power, or employ deceptive or unfair tactics to harm competitors or manipulate market conditions.
Commitments to Ensure Fair Competition
At Gini, we are dedicated to fostering a fair and competitive marketplace by adhering to the highest standards of compliance and ethical conduct. Our commitment to fair competition begins with strict compliance with all applicable competition laws. We proactively identify and mitigate risks associated with anti-competitive practices, ensuring that our business activities align with legal requirements and promote a level playing field.
To support this commitment, we provide regular training sessions to educate employees on competition laws, ethical business practices, and their responsibilities under this policy. These sessions encourage open communication, allowing employees to ask questions and seek clarification to ensure they fully understand and uphold our standards.
Additionally, we have established robust internal systems to monitor business activities and ensure compliance with competition laws. Employees and stakeholders are empowered to report any suspected anti-competitive behavior through confidential and secure reporting channels, reinforcing our culture of accountability and transparency.
Our dedication to fair competition extends beyond our internal operations. We hold third-party partners, contractors, and vendors to the same high standards through rigorous due diligence processes and contractual agreements. This ensures that everyone we work with shares our commitment to ethical practices and compliance with competition laws.
Example: Price Fixing in the Tech Industry
TechSynergy, a leading cloud storage provider, secretly colludes with two of its biggest competitors to fix prices for enterprise cloud storage solutions. They agree not to undercut each other’s prices, ensuring that all three companies can maintain high profit margins without fear of competition.
To avoid suspicion, they meet privately at industry conferences, exchanging pricing strategies and setting identical subscription rates. Smaller competitors, unable to compete with these artificially high prices, struggle to attract customers and are eventually pushed out of the market.
Outcome:

  • Regulators launch an antitrust investigation after whistleblower complaints.
  • The companies are fined millions for violating competition laws (e.g., EU Competition Law, US Sherman Act).
  • Customers suffer because innovation is stifled, and they pay artificially inflated prices for cloud storage services.
  • The executives involved face criminal charges and reputational damage, forcing them to resign.

Restricted Business Sectors

As part of our commitment to ethical business practices, we do not engage in business relationships with industries that conflict with our corporate values and ethical standards. This includes businesses involved in the production, distribution, or promotion of illegal drugs, adult content, gambling, and weapons. We believe that partnerships should align with principles of social responsibility, transparency, and respect for human dignity. Therefore, we carefully assess potential business engagements to ensure compliance with these values. Any exceptions require thorough review and explicit approval by the CEO. By maintaining these ethical standards, we foster a responsible and sustainable business environment.

Example: Unethical Partnership in the Arms Industry
A software company known for AI-driven fraud detection tools is approached by a weapons manufacturer looking to integrate AI technology into military-grade drones. While the deal is highly lucrative, it violates the company’s ethical guidelines, which prohibit engagement in the arms trade. Despite internal concerns, a senior executive pushes for the contract to boost profits.
Outcome:

  • Employee backlash leads to internal protests and resignations.
  • The company faces negative media coverage, damaging its reputation among socially responsible investors.
  • Following public pressure, the company terminates the contract, but the damage to its ethical brand image is already done.

Responsibilities

All employees are responsible for adhering to Gini’s ethical standards and reporting any suspected fraud. Leads must lead by example, ensure compliance with this policy, and promptly address any reported concerns within their teams. The compliance manager oversees the implementation of fraud prevention measures, investigates reports, and ensures continuous improvement of controls and processes.

Reporting Mechanisms and Obligations

Gini encourages all employees to report suspected conflicts of interest promptly and confidentially. Reports can be made through:
Confidential Survey: Accessible 24/7 for secure and anonymous disclosures. URL can be found in Gini’s internal Confluence Wiki.
In-Person Discussions: Employees may approach their managers or the Compliance Team directly to discuss potential conflicts.
All reports will be treated with strict confidentiality, and individuals reporting in good faith will be protected from retaliation.

Consequences of Non-Compliance

Failure to disclose or appropriately manage conflicts of interest may result in disciplinary action, including termination of employment or contracts. Gini will also take necessary legal actions if the non-compliance results in harm to the company’s operations or reputation.

Approval and Review

This Business Ethics Policy has been approved by Gini’s Management and will be reviewed annually to ensure its continued relevance and effectiveness.