Dąbrowa Górnicza, 5 November 2019
This Code of Ethics applies to all members of the management and supervisory bodies of Stalprofil S.A. (the "Company"), persons performing managerial functions in the Company, as well as each employee and third parties representing the Company. The Code also applies to the Company's customers and business partners, as appropriate.
The Company's mission, and at the same time the source of its business success, is to conduct business based on the principles of business ethics, partnership relations with business partners and strong focus on the needs of customers. We consider these principles to be our organisation's most valuable asset, therefore maintaining a reputation and trust in relations with all Company stakeholders, including our business partners, should be treated as a matter of utmost importance for the Company and for each of its employees.
Responsibility for the Company's reputation rests with all of its employees, and while the extent of that responsibility may vary, each employee is expected to act with integrity. The Code is intended to help all persons subject to its provisions to understand their legal and ethical obligations related to the performance of their tasks within the Company. This Code of Ethics does not provide answers to all the problems that may arise - it is intended to provide guidance to be used in situations where proper behaviour is not obvious. The principles contained in this Code are developed through procedures implemented by the Company in particular areas.
In this Code we set out a system of values, standards and principles that we all want to follow every day of our work in the Company. In order to ensure the highest standards, we implement them in relations with our colleagues, business partners and customers.
The guidelines contained in the Code are binding and as such should be followed under all circumstances. A sanction for non-compliance can be (depending on the severity of the violation) both the initiation of disciplinary proceedings against the violator and the reporting of the violation by the Company to the relevant state authorities.
In addition, a supervisor, a member of the Company's Management Board or a specialist appointed in a given area may provide advice and support in making decisions concerning conduct at work or in business relations. 
We believe that the Company's success is only possible thanks to the consistency of all aspects of its operations. One of them is the need to strictly comply with the laws in force in the markets in which we operate.
Our activities in many areas are subject to complex and variable legislation on national and international trade relations. Therefore, the Company's employees and business partners should know and comply with all local, national and international laws and regulations that apply in the markets in which the Company operates. In particular, as a Company, before starting co-operation with a given partner, we aim at obtaining his assurance of respecting the principles of the rule of the law by him and his employees and suppliers.
With this in mind, we are building awareness among our employees and business partners of the applicable laws, regulations and standards in force in the Company. Each of us is obliged to be familiar with the current legal regulations and internal regulations that regulate daily duties at our workplace, as well as to participate in trainings organized by the Company to raise legal awareness.
In case of uncertainty as to the application of a given regulation or its interpretation, please consult the supervisor or a designated specialist in the area.
Antitrust and competition law
The Company is committed to complying with the competition and antitrust laws of the country in which it operates and is not taking any action that might be considered illegal.
The Company gives the highest priority to transparency and fairness on the markets where it is present. Restrictions on competition rules and infringements in the form of unfair competition are incompatible with the philosophy, culture and image of the Company. As a Company, we believe that fair competition is an essential factor of our effectiveness and economic success.
That's why we place particular emphasis on compliance with competition and antitrust laws both by ourselves, our employees and our business partners. Agreements or contracts may be considered unlawful even if they have not been made in writing, if it can be proved by the actions of one of the parties that the law has been broken or that there was such an intention. Therefore, you should not participate in any formal or informal discussions, agreements, arrangements or projects concerning the fixing of prices, conditions of sale or bids, sharing of the market, customers, exchange of business secrets or other activities that restrict or may restrict freedom of competition and in which competitors of the Company also participate. We are particularly careful in this respect when participating in meetings of industry organisations.
Moreover, the Company and its employees may not make any arrangements with competitors based on information that is a company secret. It is also forbidden to make any arrangements with such entities with respect to prices, participation in tenders, marketing plans or market sharing - we are obliged to immediately notify our superior, the Company or relevant state authorities of any attempt to do so.
In the event of an antitrust violation, authorities and courts may impose high financial penalties on the Company and its employees, and in certain circumstances even imprisonment for those responsible. Due to the risk of legal liability of the Company, resulting from both administrative, civil and criminal law, the Company will draw appropriate consequences in relation to employees who break the law. Justifications such as lack of proper knowledge, over zeal, goodwill or time pressure preventing consultation with a superior will not be considered an excuse. Any concerns about the application of competition and antitrust laws must be resolved before taking any action. Employees should be aware that their compliance with anti-trust and competition protection laws require them to be both familiar with the law in this area and the market on which the Company operates. Employees should report to their supervisors the training needs described above.
No tolerance for corruption
As a Company, we have a policy of zero tolerance towards corruption and other malpractice in all aspects of our business and non-business activities. All direct or indirect types and forms of corruption in the Company's activities are prohibited. In particular, it is forbidden to offer, give or authorise the gift of a financial advantage or accept it. We comply with anti-corruption laws in all markets in which we operate. We require our business partners to ensure that the same principles are followed.
We are all obliged to pay special attention to the warning signals about the risk of corruption, such as: unusual payment methods, suspicion that the payee does not have the knowledge, qualifications or background for the declared scope of cooperation, or demanding disproportionately high commissions.
Offering property and material benefits to government officials
The Company operates in accordance with the anti-corruption laws in force in the countries in which it operates. No advantage should be offered, directly or indirectly, to government officials, including employees of state-owned enterprises, to influence their actions or decisions to obtain or retain orders or to pass them on to other parties. Furthermore, it is necessary to ensure that the intermediaries authorised to conduct business on behalf of the Company are of good repute and also comply with the above guidelines.
Acceptance of gifts and other benefits
We treat all stakeholders equally and require the same from our business partners. We do not give or accept gifts of any kind from other employees or business partners, whenever the gift could be considered to affect the integrity of the performance of our duties and tasks. We do not provide cash or cash equivalents that do not directly result from applicable laws or internal regulations adopted by the Company. In particular, we do not give gifts, regardless of their value, to public officials in connection with their function.
As employees of the Company, we do not use our position in order to accept personal benefits from persons cooperating with, or trying to establish cooperation with the Company. Therefore, it is not acceptable to accept personal benefits such as financial gratuities, gifts, loans, services, excursions, holiday trips or special privileges, accommodation and housing conditions, except for small advertising items of low value.
All invitations to events and social gatherings must be modest in nature and their purpose should be to facilitate the achievement of business objectives. For example, if someone offers us a ticket to a sporting or cultural event, they should also take part in it themselves. As a general rule, invitations to refreshments may be accepted provided that they do not involve high costs, do not happen too often and are reciprocated as far as possible.
If, in order to maintain a good business relationship, it is necessary to give or accept a gift of a higher value than that accepted by the Company, we are required to obtain prior consent from our supervisor to do so. Such a gift may be given or accepted if it does not affect the tasks or decisions to be made and thus does not oblige reciprocity. However, it must never have the form of cash or its equivalent.
Giving and receiving gifts should always be carefully considered. Before accepting or handing it over, each of us should first make sure that it is compatible with this Code and other internal regulations of the Company in this respect. At the same time, we should be aware of the risks and their consequences, that the limit of what is to be accepted or given is easy to cross.
If you find it difficult to assess whether a gift or proposal falls within the accepted business standards, please answer the following questions:
Is this directly related to business activities? Is the gift of little value, appropriate, and is it in a good tone? Would I feel comfortable telling other customers and suppliers that I accepted or gave such a gift? Would I feel comfortable telling other employees about it? The superior? The family? The media? Won't I feel obliged to do a favor in exchange for the gift I received? Am I sure that accepting this gift will not conflict with the law or Company policy?
If in doubt, contact your supervisor.
The above provisions do not apply to giving and receiving gifts of symbolic value. The category of such gifts may include items given occasionally, whose value does not exceed PLN 200, such as promotional products in the form of calendars, pens or mugs.
Offering gifts and inviting to meetings and social events
The Company's employees are expected not to offer gifts or provide favors in addition to their usual business activities to current or potential customers, their employees or representatives with whom the Company has signed or intends to negotiate contracts. Authorized employees may spend reasonable amounts to take up existing or potential customers or other persons having contact with the Company, provided that such action is appropriate to their position, is related to business discussions and accounts are kept for review.
Transparency of operations
Our actions are transparent - we do not engage in transactions and cooperation with entities whose actions may be questionable, both ethically and legally. We take into account that money from unclear sources can be the result of crime, terrorism or tax violations, so we verify our business partners on the basis of all instruments available to us within the limits of the law and expect them to act in accordance with our principles.
We build our competitive advantage by using only legal sources of information. At the same time, we protect the information that could affect our market situation.
We always conduct our financial operations in a transparent and legal manner. We do this by maintaining business relations only with companies with a good reputation and whose activities do not raise any ethical or business objections.
Due diligence in business - counteracting fraud
We make every effort (understood as due diligence) to ensure that persons holding positions in the Company have due authority, competence and knowledge. We do the same in the selection of our subcontractors and employees, making sure that they meet the substantive criteria, have the required qualifications and the necessary know-how.
We improve the organization of our activities in order to minimize and hinder the occurrence of prohibited acts in our Company, and in the event of their occurrence we have effective rules for dealing with them.
In contacts with our partners and in relation to our employees, we always clearly indicate their responsibilities and authority in relation to and outside the Company. At the same time, we make sure that they implement and watch over the information received from the Company.
In the case of delegation, we keep an eye on how the competences are exercised.
We try to identify any potential or existing breaches of the law as early as possible and, if it occurs, report it to the Company's authorities or persons appointed by them.
The subject of our sponsoring activities is charity, social, humanitarian, cultural, scientific and sporting purposes. We provide support through donations and sponsoring agreements. All donations and sponsoring agreements are justified and properly recorded.
We never sponsor public officials or persons in public office, as long as this would affect their decisions and is not permitted by law.
Our sponsoring activity cannot be connected with any other business relationship between the Company and the sponsored object - in particular the conclusion of another business transaction.
Trading in the Company's securities
The Company's shares are listed on the Warsaw Stock Exchange. If employees decide to purchase shares of the Company or Stalprofil Group companies, whose shares are also listed on the stock exchange, they should be aware of the fact that the purchase of such securities entails some risk and that the decision to purchase shares of any of the listed companies is a private one.
In addition, before we conduct any transaction involving the Company's securities, we must take into account the fact that securities laws prohibit the use of business or professional secrecy information for personal purposes.
In particular, the law prohibits the purchase, sale or any kind of trading in securities and advice on the securities of companies about which we have inside information, both for our own benefit and for that of third parties. The transfer of such information to third parties is prohibited.
"Confidential information" shall mean any information which has not been made public, concerning, directly or indirectly, the Company or its shares, and which, if made public, could have a significant impact on the Company's market situation and the price of its shares.
Personal data
As a Company, we are committed to ensuring that all activities involving personal data (including the collection, recording, comparison, storage and deletion of personal data) are carried out strictly in accordance with applicable laws - both national and European. We respect everyone's right to protection of their data. We properly safeguard personal information about our employees, business partners and customers. We ensure that only those who need it to perform their duties have access to personal data. All persons whose personal data we have in our possession have taken appropriate measures to protect it. We do not retain personal data longer than is necessary to fulfil the purpose for which it was collected. We are all committed to ensuring that the detailed procedures for processing personal data are properly implemented.
Conflicts of interest may arise where the personal or family interests of an employee, officer, or business partner, or other relationships, conflict with the interests of the Company.
The Company, acting on the basis and within the limits of Polish and European law and market standards, implements solutions to ensure that conflicts of interest are resolved on the basis of equal treatment of both employees and business partners and clients, while ensuring that the Company's employees do not gain advantage or avoid losses at the expense of the interests of partners or clients.
The proper resolution of conflicts of interest is part of the Company's culture, for which we are all responsible, regardless of our functions and positions within the Company. In particular, it is important that both members of the bodies and those in a managerial position are involved in identifying conflicts of interest and indicate appropriate ways to prevent and deal with them.
Recognising the rightness of individuals to protect their private interests, the Company supports these efforts, especially in cases where they are beneficial to the broadly understood social welfare. Above all, however, action should always be taken in the Company's legitimate interest, avoiding situations where private interests might conflict with its obligations to the Company.
Members of the Company's governing bodies are required by law to disclose to these bodies the origin or possibility of a conflict of interest. In such a situation, they are obliged to refrain from taking the floor and discussing matters which may be affected by such a conflict.
The Company's employees are obliged to anticipate and avoid any situation in which their private interests might conflict with those of the Company.
Company employees must not engage financially or otherwise in any other activity that could be conducted at the expense of the time and commitment required to perform their duties with integrity.
Employees are not allowed to take, among other things, the following actions - both directly and through their closest relatives: (a) to derive material benefits that may have an undesirable impact on the fulfilment of their official duties or obtain material benefits under a contract concluded between the Company and a third party in a situation where they have the opportunity to influence decisions related to such a contract, or (b) to attempt to influence the Company's decisions concerning any issues in order to achieve direct or indirect personal benefits.
In addition, employees are required to immediately inform their superiors of any actual or potential conflict of interest. If the superior considers such a conflict to exist, he shall inform the relevant member of the Management Board, the managing director of the division concerned or the President of the Management Board, the Director-General, of the conflict.
The Company's business partners are also required, in the event of a conflict of interest with the Company, or even the possibility of a conflict of interest arising, to immediately report the situation to the Company and to refrain from any action related thereto.
Management and Supervisory Boards of companies
Before consenting to take up a position in the management board or supervisory board of another company, the consent of a member of the Management Board of the Company or a body indicated in the Company's internal legal acts must be obtained. This is to avoid potential conflicts of interest.
Participation in projects in which the Company may be interested
Directors, managers and employees of the Company may not (a) participate in undertakings which may be of interest to the Company and which are within the area of the Company's business, in order to achieve personal benefits, (b) use the Company's property, information or position to achieve personal benefits, and (c) compete with the Company, unless the Management Board has issued an appropriate authorization to do so. It is our duty to the Company to make every effort to serve its legitimate interests.
Any professional initiatives outside the Company should always be assessed by employees from the perspective of their duty to take care of the Company's interest as an employer.
Relationships with customers

We are oriented to the needs and requirements of our customers. As a Company, we understand that the quality and timeliness of our services can be of key importance to our customers' projects. We try to anticipate their needs and exceed their expectations by acting in an innovative and proactive way. We strive to provide our clients with the highest level of satisfaction and benefit and to build positive, constructive and long-term business relationships with them. We believe that every customer has the right to be treated on the same level and with the same ethical principles as we expect them to. At the same time, we will not give up our values described in this Code for any of our customers.
Customer satisfaction is a guarantee of the Company's success. As a Company, we expect our employees to maintain high quality customer relations by maintaining business relationships based on professional ethics, honesty and mutual respect. Only clear, concrete, relevant and reliable information should be provided to customers. Avoid giving customers any information that could be misinterpreted. It is not acceptable to make promises to customers about product quality and characteristics, delivery times and prices that are unlikely to be met.
Business partners
As a Company, we only cooperate with entities that conduct their business in a fair and transparent manner. Our relations with partners are based on mutual trust, respect and professionalism. All transactions with our partners are carried out on the basis of transparent and objective rules and on the basis of applicable laws and procedures. In addition, we require our partners to adhere to the standards that we ourselves adhere to and monitor whether they are fulfilling this commitment. We treat our business partners fairly, equitably and honestly.
In our agreements with business partners, we oblige them to familiarize themselves with our principles and values contained in this Code.
Our employees are required to select business partners on the basis of their merits and reputation and to take into account the Company's procedures in this respect. The substantive criteria that should guide employees include quality, reliability, price, usability and the way the service is performed.
We pay special attention to any abuse of agreements with business partners. At the same time, we do not tolerate abuses in this area, and if they occur, we draw the consequences prescribed by law.
All fees and commissions are paid to our business partners only within the framework of existing agreements. Any fees should be properly documented in a way that clearly shows that the amount due is commensurate with the value of the services provided.
Accuracy of documents

The books, records, files and reports of the Company should reflect the actual state of the Company's assets and liabilities, as well as all activities, transactions and other matters relating to the Company's business, and must not omit or conceal anything in accordance with applicable standards and regulations. For all transactions carried out, authorisation and strict compliance with the management's guidance is required. Transactions should be recorded in such a way as to enable the preparation of appropriate financial statements and settlement of the use of the Company's assets.
No documents or files may be destroyed without the consent of the superior. This consent may only be granted if it does not conflict with applicable law and Company policy.
Liabilities and receivables
As employees of the Company, we are committed to the welfare of the Company. With this in mind, within the scope of our competences and powers, we are obliged to supervise the proper performance of obligations and receivables resulting from contracts to which the Company is a party. Within the scope of the duties and tasks entrusted to us, we shall ensure that all receivables arising from such documents are adequately secured. If we become aware that any obligation or receivable of the Company may be at risk of default, we must immediately inform our supervisor or any other relevant person within the Company.
Company assets
Each of us, as employees of the Company, is obliged to use its assets in a responsible and intended manner. The Company's employees and business partners must protect the property entrusted to them from damage, theft, loss and misuse. The entrusted assets may be used only for the purposes of the Company's business and should not be used for private purposes without the prior consent of the superior or the Company. If our client or business partner entrusts the Company with assets, we protect them from loss, damage and misuse.
In particular, the entrusted communication equipment (computers, telephones) must not be used for any illegal activity or behaviour that could be considered discriminatory or infringe the rights of others.
Company secret and know-how
The company supports the initiative, creativity and innovation displayed by its employees. Nevertheless, intangible assets, such as inventions, documents, software, patents and other forms of intellectual property relating to the Company's operations and created or invented by its employees in connection with the performance of their duties, are the property of the Company. Therefore, subject to the relevant legal regulations in this respect, no advantage may be derived or patented under one's own name if the inventions were made in the course of business.
At the same time, we protect, both internally and in relations with customers and business partners, our know-how, understood as knowledge and experience necessary for the proper functioning of our Company.
Data, information and documents may be used only for business purposes and may be made available to third parties only to the extent required by the business relationship or if the information has already been made public, or if required by law or court order. If you have any doubt about the possibility of disclosure and the addressee of such information, you should consult with your supervisor or Director of the Management Board Office.
Both during and after your employment or function at the Company, we are required to maintain secrecy and discretion in the use of this information.
The information referred to above may include, among others: descriptions of technologies used by the Company, information concerning intellectual property rights, commercial and financial information - including those concerning sales, revenues, balance sheet items, forecasts, business plans, acquisition strategies.
It is prohibited to disclose and discuss confidential information with unauthorized persons, whether they are employees of the Company or third parties. Appropriate steps must be taken to ensure that confidential information sent by fax or e-mail do not get into the hands of unauthorized persons, regardless of whether they are employees of the Company or third parties. Appropriate rules should be adopted for the destruction of documents containing confidential data (irrespective of the medium on which they are stored).
We take great care to secure mobile devices, which are carriers of confidential information.
Any information of a similar nature relating to organisations with which the Company maintains any business relationship must also be kept confidential.
The Company requires its business partners to observe confidentiality rules at least to the same extent as it applies them.
The software developed or acquired by the Company should not be copied or used for purposes other than those intended by the Company, or which are not in compliance with regulations. It is prohibited to use software which is not owned by the Company or for which the Company does not hold a licence, for the purposes of the Company's operations and on its premises.
Email and Internet
The Company has its own electronic mail and Internet systems. These systems should primarily be used for communicating for duty purposes. Although each employee has his own password to secure e-mail and Internet access, subject to the relevant legislation, the Company reserves the right to supervise the compliance of the use of these systems in appropriate circumstances.
It is absolutely forbidden to use e-mail and the Internet for any inappropriate or illegal purpose, including sending messages that could be offensive to a person or that could be considered as harassment of another person, i.e. text messages, drawings or jokes that could be considered as discrimination on grounds of race, colour, religion, sex, age, nationality or disability.
We are all obliged to take care of the good image of the Company. We follow the same standards in both external and internal communication. The information that we use in communication is true (i.e. based on facts), understandable (i.e. adjusted to the addressee), transparent (i.e. describing both positive and negative aspects for building a true picture of the situation), and communicated on time (i.e. communicated immediately after it is acquired).
A public statement on behalf of the Company may be made only by persons authorized to do so.
All requests for information concerning the Company from the media or state institutions should be forwarded to the President of the Management Board - Director General, depending on the nature of the requested information.
As a listed company, we ensure equal access to information about the Company to all its shareholders in accordance with the applicable laws and regulations.
Friendly working conditions

The Company provides all employees with equal opportunities for professional development and improvement of qualifications. Together we promote cooperation, honesty and initiative. We consistently strive for a climate of trust and equal opportunities, fair treatment of all regardless of gender, age, position, seniority, religion, nationality or outside worldview. We do not tolerate any form of discrimination, sexual harassment, bullying or any other form of harassment or abuse of employees. We do not accept behaviour or statements that violate the personal rights of others.
Harassment means any act or conduct concerning or directed against an employee, consisting of persistent and prolonged harassment or intimidation of an employee, resulting in reduced assessment of one's own professional suitability, causing or aimed at humiliating or ridiculing the employee, alienating him or eliminating him from the team.
The Company's hiring and promotion, development and evaluation, as well as the remuneration and awarding of bonuses are based on transparent and fair rules. The necessary diversification of employees, based on their skills or qualifications for the performance of a specific function, shall not be considered as discrimination.
The company communicates to employees and business partners their tasks and expectations towards them in a precise, clear and effective manner so that everyone knows their responsibilities and tasks. The Company shall not give contradictory instructions, and if such orders are given, the employee may refuse to carry them out until the superior clarifies them. In case of a contradictory instruction, the business partner should report his concern to the Company and together with it find a solution to the problem.
Supervisors and managers should act as role models in professional matters. Each of them should know the industry in which the Company operates, and in making their decisions they should be guided by the overriding objective of the Company's development. At the same time, superiors should take care of the development of their subordinate employees, setting them goals and tasks adapted to their positions and stage of development. It is the managers who should feel particularly responsible for always complying with the principles of this Code and for motivating their employees to do the same.
An employee who believes he has been subjected to harassment or discrimination, or has witnessed such practices, should report this immediately to a member of the Management Board. This Report should be treated as confidential.
The Company allows family members of existing employees to perform work for the Company provided that they have undergone an objective evaluation and selection process based on the same criteria that apply to other candidates, and provided that the positions they hold will not be in conflict with each other and will not involve a risk of collusion.
Health and safety at work
We comply with the Company's health and safety standards, fulfil our obligations to maintain a safe working environment and take appropriate steps to ensure the safety of ourselves and other employees. We require this from both ourselves and our business partners. As a Company, we promote a proactive approach to reporting any violations of these principles and encourage reporting of any non-compliance in this respect.
All employees are employed to the highest standards of safe work environment organisation. We are all obliged to comply with the quality standards of products and services in the positions assigned to us, and our business partners are obliged to carry out their tasks taking into account the professional nature of their business and with the utmost care.
As a company, we take care of the health of our employees and improve the conditions of work safety. We are aware that each of us is personally responsible for safety, health and life protection. The responsibility for providing information in this regard and for supporting employees in complying with these principles lies in particular with their superiors.
The manufacture, use, purchase, sale, distribution or possession of substances such as: alcoholic beverages (except for permitted situations), stimulants, drugs and other similar intoxicants is prohibited on the Company's premises.
In the event of occupational health and safety violations, each of us must immediately report them to the Company or the competent authorities.
Environmental protection
As a Company, we strive to protect the environment as fully as possible and believe that we can make a significant contribution to its preservation. We strive to do this by continuously improving our production processes and throughout the entire life cycle of our product.  When participating in business activities we always consider their impact on the environment around us. We demand the same from our employees, business partners and customers. Employees should always endeavour to ensure that the Company's operations comply with applicable environmental laws and regulations applicable to their location and implement the Company's guidelines in this regard.
Each Company employee is responsible for upholding the Company's values and principles in his daily life and for ensuring that our policies are generally respected. Violation of these rules is subject to disciplinary action, including termination of employment on the basis of the regulations and procedures that apply in such cases. As employees, we are committed to doing our best and that the principles contained in this Code are shared by our business partners.
Any derogation from any of the principles of the Code may only be made if it is deemed justified under certain circumstances and may only be made with the express written consent of the Company's Management Board.
Any action that deviates from the principles set out in this Code should be immediately reported to the supervisor, the relevant manager or a Management Board member. In cases concerning accounting, internal control or audit, such action should be reported directly to a member of the Management Board of Stalprofil S.A. If, after informing the superior, appropriate steps are not taken, the matter should be reported personally to one of the other persons mentioned above.
We protect the data of the Whistleblowers and follow the Company's procedures in this respect. It is the Company's policy not to allow any form of retaliation for reporting misconduct by persons who have done so in good faith. Employees are expected to cooperate in the investigation of misconduct.