Conduct and Ethics Policy

13th September 2024

1. Our Commitment

This Conduct and Ethics Policy (“Policy”) applies to TecSurge Pte Ltd and all its global subsidiaries and joint ventures over which TecSurge Pte Ltd exercises management control (collectively, “TecSurge” or the “Company”). The Policy applies to all personnel employed by or engaged to provide services to TecSurge, including, but not limited to, TecSurge’s employees, directors, officers, temporary employees, and other individuals providing services on TecSurge’s behalf (for ease of reference throughout this Policy referred to as, “personnel”). Our commitment to compliance requires, above all, that all personnel respect and comply with the laws, rules and regulations in the countries where TecSurge operates.

This Policy extends beyond just legal compliance. It reflects TecSurge’ s responsibility to uphold to the highest standards of ethics and integrity. At TecSurge, we seek to hold ourselves to a high standard and our actions should always reflect the principles of this Policy. To that end, we view this Policy as a “living” document that is periodically reviewed and updated to reflect industry compliance standards and changes to legislation accomplished through review of the compliance documents used by leading service companies, continuous tracking of relevant current legal requirements, audits, and through input into the Policy by experts in multiple jurisdictions and across different disciplines and an in-house team of legal and compliance professionals.

At TecSurge, professionalism is a core value and a key to our continued success.

1.1. How the Policy works

This Policy is the foundation upon which the Company operates. All personnel are required to comply with this Policy and with the specific compliance programmes established pursuant to this Policy, including guidance and procedures that implement the compliance programmes at the local level (collectively, “Compliance Programmes”). In the event of a discrepancy between a local Compliance Programme and this Policy itself, this Policy shall prevail.

Failure to comply with the Policy may result in civil and criminal liability as well as disciplinary action, up to and including termination of employment.

It is the responsibility of every manager within TecSurge to ensure that personnel are fully aware of the Policy and to take steps to promote and monitor compliance with our Compliance Programmes. Managers are expected to conduct themselves in a manner that exemplifies the guidelines set forth in the Policy.

All personnel should apply the Policy not only to the letter but also in spirit. If, for example, personnel are confronted with a situation for which the Policy does not provide guidance, the following questions can help the individual make the right decision:

Was there an action taken that was not legal, ethical, or fair?
Would the situation embarrass TecSurge or otherwise harm the reputation of TecSurge if it became publicly known?
As a customer, colleague, shareholder or other TecSurge stakeholder, would you approve of the situation and the actions taken?
Would you feel comfortable telling your family about the situation?

If you are unsure of how to apply the Policy, please consult your immediate supervisor or TecSurge’s Legal Manager.

2. Working at TecSurge

2.1. Fair employment

TecSurge fosters a work environment that encourages personnel to develop their talents and careers, exercise creativity and achieve superior performance.

TecSurge fully respects the rights of its personnel to freedom of association and collective bargaining, including the right to form and join trade unions and other worker organisations, without harassment or interference.

Personal political or religious beliefs are respected and will not be influenced or criticised. Personnel may engage in personal prayer at work that does not interfere with others or their responsibilities. Personnel must not seek to impose their beliefs on others or seek to interfere with others’ personal political or religious beliefs. The Company will not engage in any political or religious activity in the workplace.

TecSurge pays wages and salaries on time and pursuant to all agreements. TecSurge does not tolerate forced or involuntary labour in any form. The Company strictly forbids child labour. If a child is found working at a site where TecSurge services or products are produced, TecSurge insists on remediation, taking care to ensure that it will not worsen or jeopardise the child’s social situation.

TecSurge pays wages and salaries on time and pursuant to all agreements.

TecSurge does not tolerate forced or involuntary labour in any form. The Company strictly forbids child labour. If a child is found working at a site where TecSurge services or products are produced, TecSurge insists on remediation, taking care to ensure that it will not worsen or jeopardise the child’s social situation.

2.2. Diversity

TecSurge is committed to a diverse workplace. The Company seeks to actively recruit, continually develop and retain talented people from diverse backgrounds and origins. All personnel are to be treated with equal respect and will have an equal opportunity to contribute fully to the Company’s success based on their individual skills and interests.

2.3. Discrimination, harassment and victimisation

Personnel will not discriminate against, harass, or victimise any colleague, business associate, job applicant, customer, service provider or member of the public. TecSurge has a zero-tolerance policy against harassment, victimisation and discriminatory practices whether based on age, ancestry, colour, marital or civil partnership status, pregnancy or maternity, medical condition, mental or physical disability, national or ethnic origin, race, religion, belief, political or union affiliation, sex, sexual orientation or gender identity, or any other factor as established by law. Employment-related decisions based on any of these factors are improper and will not be tolerated.

2.4. Drug-free workplace

TecSurge maintains a healthy and productive workplace where using, selling, and distributing illegal drugs is strictly prohibited.

2.5. Healthy lifestyle

TecSurge encourages employees to lead a healthy lifestyle while at work and at home. Employees are encouraged to actively manage their nutrition, weight, stress, alcohol consumption, smoking, and other factors which may lead to increased risk of poor health or disease.

2.6. Workplace safety

Personnel safety in the workplace is a top priority and TecSurge strives to minimise the risks of accidents or illness among its workers and other personnel. TecSurge is responsible for maintaining a safe work environment by implementing all the applicable health and safety rules and practices within each TecSurge entity.

2.7. Security services

When hiring security services, international guidelines and standards regarding human rights and the use of force (such as the Voluntary Principles on Security and Human Rights) must be respected.

2.8. Information security

Data protection and cybersecurity are important areas of focus for TecSurge. TecSurge takes appropriate technical and organisational measures designed to protect its business operations and systems from data breach incidents and cyber-attacks, and to respond and recover effectively in the event such incidents should arise.

All personnel are responsible for protecting confidential information relating to TecSurge, its products and operations, including financial results, business and market strategies, business plans, business processes, technology, and systems. Personnel are also responsible for protecting third-party confidential information in TecSurge custody or control, or otherwise accessible to personnel within the scope of their responsibilities for TecSurge.

Personnel are obliged to sign binding confidentiality agreements, which remain in force regardless of the individual’s employment status with the Company.

2.9. Protecting TecSurge’s assets

TecSurge has a wide range of assets, including physical assets, proprietary information and intellectual property and expects these assets to be used in an ethical and responsible manner. When necessary, TecSurge will take appropriate action to protect its assets, including business strategies and trade secrets, against loss, theft, damage or misuse.

No personnel shall make improper use of TecSurge, customer or supplier resources or assets or permit others to do so.

TecSurge’s communications system and infrastructure may only be used for legitimate business purposes or as authorised by management. To promote safety, prevent possible security violations and manage the communications system, TecSurge has the right to monitor, in accordance with applicable law, its electronic information system and personnel’s use of its information system.

2.10. Privacy and protection of personal information

TecSurge recognises and protects the privacy rights of individuals, in compliance with applicable laws of the countries where it operates.

Personal information regarding personnel, such as medical or personnel records, must not be disclosed, except when authorised directly by the individual or when required or permitted by law.

TecSurge takes reasonable steps to ensure that suppliers appropriately safeguard personal information they process on TecSurge’s behalf.

2.11. Political and religious support

TecSurge funds or resources may not be used to support political or religious organisations. Notwithstanding the foregoing, lobbying activities may be undertaken with the advance approval of the TecSurge CEO.

2.12. Sustainability and technological leadership

TecSurge strives to integrate sustainability considerations into its business operations by:

Limiting the use of natural resources by minimising consumption of materials and maximising recycling; and
Promotes energy efficiency in buildings, equipment and performance of services.

2.13. Preventing conflicts

Professional loyalty of all personnel is to the Company. All business-related decisions must be made based on the best interests of TecSurge, rather than on any personal or other considerations or relationships.

A conflict of interest can arise in several situations. For example, if any personnel (directly or through a family member):

misuses his or her position with the Company in a way that results in personal gain;
has a financial interest that can affect the personnel’s judgment or influence a decision;
gains personal enrichment through access to confidential information; or
has personal interests in a TecSurge supplier or customer company.

If you are uncertain about whether a specific transaction, activity or relationship can create a conflict of interest, you must discuss it with your immediate supervisor or TecSurge’s Legal Manager.

2.14. External activities

Engaging in incompatible external activities (such as accepting a remunerated position — part time or full time — outside of TecSurge, serving on the board of a non-TecSurge company, etc.) requires the written approval of the TecSurge CEO.

If TecSurge personnel wish to participate in an external event or discussion (including, for example, a conference, lecture, or internet forum discussion) in their capacity as TecSurge personnel, or publish TecSurge-related information (including, for example, on a blog or another internet forum), the personnel individually participating in an external event should remain mindful that they represent TecSurge. Personnel can have a direct impact on TecSurge’s reputation and should remain professional always, displaying positivity about TecSurge and colleagues alike.

3. Responsible business practices

TecSurge is committed to creating value by delivering long-term profitability and sustainable competitiveness, which can only be achieved by doing business responsibly. Responsibility is about how to do business in a way that wins the trust of customers, personnel, suppliers, shareholders and local communities. TecSurge regularly engages in social projects and acts as a good corporate citizen and will continue to find ways to make a positive difference. TecSurge knows the value of reputation and why responsible business is essential to strong financial performance and to a successful future.

3.1. Conduct with customers

TecSurge strives to be a preferred supplier to all its customers, current and potential, by offering superior services and through fair and honest competition.

In its advertising and marketing communication practices, TecSurge adheres to the ethical standards applicable in the relevant markets.

TecSurge respects the privacy of its customers and treats their proprietary information as confidential, in full accordance with its customer agreements and applicable laws.

In their dealings with customers and distribution partners, all personnel are expected to make only those statements and commitments that can be honoured and fulfilled.

Prior to export of goods, software, technology, or services, TecSurge confirms that the export is lawful and does not violate any applicable economic or trade sanctions programme.

TecSurge will not export any item or provide services to any party if TecSurge knows or has reason to know the TecSurge item will be used or retransferred in a manner contrary to applicable export control or trade sanction laws and regulations or if the party, or any other party to the transaction, is listed in connection with such trade sanctions programme or other applicable list of proscribed individuals or entities.

TecSurge strives to avoid even the appearance of impropriety in connection with export controls and trade sanctions. If our products are found in sanctioned countries or in the possession of unauthorised end-users, government regulators may question the integrity of our internal controls, even if a third party is solely responsible for the shipment to, or end- use in, that country or to the end-user. These laws and regulations also may apply to our customer’s products that incorporate TecSurge products or that are made using technology or services from TecSurge.

3.2. Conduct with suppliers and partners

Within its sphere of influence, TecSurge strives to ensure that its suppliers follow the principles set out in this Policy. In cases where non-compliance is discovered, TecSurge will engage with its supplier and promptly take appropriate action, which may consist of taking suitable measures to ensure that the issue will not be repeated, or by changing suppliers.

When choosing suppliers, TecSurge will select suppliers based on an assessment of the overall competitiveness of the offering. This assessment includes several factors other than purely financial aspects such as, competency, technology, process, management, logistics, leadership, and investments in continuous improvements. Although the competitiveness of the company’s offer is the most decisive factor, our aim is to give preference to suppliers that are in the forefront of environmental focus and work and that live up to the goals and values expressed in the United Nations Global Compact’s ten principles in the areas of human rights, labour rights, environment, and anti-corruption. TecSurge may work collaboratively with suppliers on implementation of these principles, which may include audits to assess performance.

TecSurge will not purchase from suppliers that procure products for TecSurge from countries subject to trade sanctions or if the supplier or its sources are listed in connection with a trade sanctions programme or other list of proscribed individuals or entities in violation of applicable law.

Prior to release of goods, software, technology, or services to a supplier, TecSurge confirms that the release does not constitute an unlawful export.

3.3. Internal transfers and releases of controlled goods and technology

Prior to transfer of materials, equipment, goods, software, or technology from one TecSurge facility to another, TecSurge confirms that the transfer does not constitute an unlawful export.

TecSurge confirms that any person at a facility who is a citizen or national of another country is authorised to have access to the technology at the facility or is screened from access to the technology. This applies to personnel, visitors and co-workers from another TecSurge facility.

3.4. Conduct involving intermediaries, gifts and entertainment

TecSurge does not tolerate bribery in any form. TecSurge complies with the anti-bribery laws and regulations in the countries in which it conducts business and expects the parties with whom it transacts to do so.

Payments to distributors, advisers, consultants, suppliers and other parties must be based exclusively on the products or services contracted and not on improper or illegal premium payments or other considerations to facilitate the transaction.

Personnel may not offer or give gifts, gratuities, entertainment, or other benefits that could reasonably be believed to influence public or business decisions or to induce an improper performance of a public or business activity. Entertainment is permitted when directly related to the promotion, demonstration or explanation of a product or service, performance of a contract or other business purpose. Gifts of nominal value are permitted when given as a courtesy, token of regard or esteem, or in return for hospitality. Entertainment and gifts must be reasonable, customary, and lawful in the country, and accurately recorded in TecSurge financial records.

Under no circumstance will TecSurge offer or give anything of value, directly or indirectly through others, to foreign officials for influencing any act or decision of such foreign official or gaining some other advantage. In this context, the term “foreign official” is defined broadly and includes government personnel, personnel of government instrumentalities and state-owned enterprises and political candidates and parties.

Personnel will not request or accept any entertainment or gift from another that may influence their business activity or decisions. Personnel should decline and return any gifts of more than nominal value and should only accept entertainment that is directly related to a business purpose.

3.5. Fair competition with competitors and others

TecSurge seeks to be fully compliant with all the applicable antitrust and competition laws of the countries where it conducts business. All personnel must avoid situations that can lead to unlawful and anticompetitive behaviour, including in dealings with competitors, suppliers, distributors, customers and affiliates. These include:

Any anticompetitive agreement or understanding, or any collusion with competitors, including (i) any agreement/understanding with competitors to fix prices charged to customers, allocate/share markets, territories or customers, establish production/sales quotas and/or rig bids; or (ii) any discussions with competitors on competitively sensitive topics such as pricing, costs and marketing strategies;
Imposing unlawful restrictions on suppliers/distributors; and
If TecSurge has very strong market power in any market, to the level where it is “dominant,” avoiding any conduct that would constitute “abuse” or “monopolisation.”

3.6. Doing business with government customers

Strict rules apply to negotiations, contract terms and business relations with government agencies and their officials. These rules may sometimes differ from those that apply when dealing with commercial or private customers. TecSurge conducts its business with government agencies in compliance with these rules, which cover the following issues (and may include compliance with additional restrictions based on the procurement/government contract):

Procurement integrity
Organisational conflicts of interest
Gifts, entertainment and gratuities for government or public officials
Lobbying activities
False claims/false statements
Commissions and other contingent fees
Hiring of government and former government employees
Any required anonymous or hotline reporting mechanisms

3.7 Financial integrity

TecSurge maintains the highest standards of integrity and compliance with all applicable laws and regulations including, but not limited to Anti-Money Laundering, Tax Evasion, and Fraud Prevention. We do not condone money laundering, tax evasion, or fraud, and expect all employees, contractors, and partners to:

Ensure transparent and legitimate financial transactions
Report suspicious activities immediately
Cooperate with regulatory authorities and law enforcement

We have a zero-tolerance policy for violations and will take disciplinary action against individuals who fail to adhere to this policy.

4. Open and proactive communication

TecSurge’s goal is to be transparent, open, and proactive in its communications with all its stakeholders, while avoiding disclosing any sensitive information that could damage the Company’s competitive position.

TecSurge does follow strict accounting principles and standards and has appropriate internal controls and processes to ensure that accounting and financial reporting complies with legal, regulatory and listing requirements.

Comments about financial performance and prospects to external parties may only be made by an official TecSurge spokesperson.

5. Putting the Code into practice

5.1. Roles and responsibilities

This Policy has been approved by the TecSurge Pte Ltd Board of Directors. TecSurge management, under the direction of the TecSurge CEO, is responsible for promoting the implementation of the Policy across TecSurge.

Finally, it is the responsibility of all TecSurge personnel to understand and comply with the provisions of this Policy.

5.2. Speak Up-Whistleblowing Process

All personnel are encouraged and expected to report any incidents of non-compliance, with the assurance that there will be no retaliation or other negative consequences for persons acting in good faith.

Step-by-Step Process for Whistleblowing ‘Speak Up’ Application

Identification of Concern: The whistleblower identifies a concern related to unethical behaviour, illegal activities, or violations of company policies within the organization.
Preparation: The whistleblower gathers all relevant information and evidence to support their concern, such as documents, emails, and other forms of communication.
Decision to Whistle blow: The whistleblower decides to report the concern through the ‘Speak Up’ portal.
Access Whistleblowing Policy: The whistleblower reviews the organization's whistleblowing policy to understand the process and any specific requirements for reporting.
Submission of Report: The whistleblower submits a written report detailing the concern, including the nature of the issue, the individuals involved, and any supporting evidence through the ‘Speak Up’ portal.
Confidentiality and Protection: The organization ensures the confidentiality of the whistleblower's identity and protects them from retaliation or victimization. Whistleblowers are encouraged to provide their contact information for follow-up, but anonymous reports are also accepted.
Initial Assessment: The designated contact assesses the report to determine its credibility and seriousness. They may conduct an initial investigation or escalate the matter to the appropriate authority for further action.
Investigation: If the concern is deemed credible, an investigation is conducted to gather more information, interview relevant parties, and determine the extent of the issue.
Resolution: Based on the findings of the investigation, appropriate actions are taken to address the concern, such as disciplinary action, policy changes, or process improvements.
Feedback to Whistleblower: The whistleblower is provided with feedback on the outcome of the investigation and any actions taken because of their report.
Follow-up: The organization monitors the situation to ensure that the issue has been effectively resolved and that there are no further instances of misconduct.
Protection of Whistleblower: The organization continues to protect the whistleblower from retaliation or victimization and ensures their confidentiality throughout the process.

If you suspect any violation of this Policy, you may also report the matter to TecSurge. Contact information is provided in Section 6, below. The integrity of the reporting process is taken very seriously, and as such, your identity, as the individual reporting the suspected violation, will, wherever possible, not be revealed to local-level personnel.

6. Contact

In case of any questions regarding this Code or TecSurge policy, or to report a suspected violation, please contact:

Raghu Krishnamoorthy
Chief Operating Officer
TecSurge Pte. Ltd.

Phone: +65 6562 7980
Email: hr(at)tecsurge.com