Ethic Code

«THIS DOCUMENT IS A REFERENCE OF BEHAVIOUR FOR ALL NOAH REGEN EMPLOYEES»

OUR COMPANY MOBILIZES

Wherever NOAH ReGen is present, now and in the future, it does so with the firm commitment to promote its own values, the legislation of each country and the rules of conduct dictated by international organizations, as well as to encourage compliance with them.

Regardless of the geographic context and the economic and financial situation, our activities must be carried out in accordance with national and international regulations, as well as with the recommendations of the international organizations that apply to them, especially with regards to compliance of fundamental principles and respect for cultural diversity and environmental conservation.

This document is a reference of behavior for all NOAH ReGen employees, at all levels of the company and in all the countries in which it operates, because carrying out our goal with professionalism, respecting our customers and assuming each of our responsibilities, is simply carrying out our work correctly.

 

PREAMBLE

This Ethical Guide is of essential importance to NOAH ReGen: the group wishes, through this instrument, to promote its ethical values, both within the group and among its stakeholders.

Because NOAH ReGen’s values are embodied in its norms of conduct as well as in its actions, it is a matter of creating the conditions for day-to-day ethics, of which NOAH ReGen makes one of the cornerstones of the Company’s governance. NOAH ReGen is an ethical actor and is therefore accountable for it, and the values it proclaims contribute to establishing its legitimacy as a company.

The Ethical Guide, through the presentation of the values that NOAH ReGen intends to promote within the company, is an indicator that highlights its ethical behavior. As an instrument for guiding behavior and a tool for
cohesion within the company, it also aims to establish relationships of trust with stakeholders.

The values, the rules of conduct and the actions resulting from this Guide are part of the global requirement of compliance aimed at preventing legal and reputational risks, which also constitutes for NOAH ReGen, as for any company, a major strategic challenge. NOAH ReGen operates in the finance, consulting, smart technology infrastructure, digital, food, waste management, transportation and energy sectors, all which are key challenges in the fight against climate change.

Because environmental services are the backbone of its work, NOAH ReGen contributes to environmental preservation and improvement, as well as to economic development, and is part of a dynamic constant progress towards saving natural resources, combating climate change, reducing pollution, preserving and promoting biodiversity and improving the health and well-being of the population.

NOAH ReGen operates in many countries, is aware of its responsibilities and is committed to ensuring that the values and standards of conduct set out in this document are respected by its employees, as well as promoted to other stakeholders, in particular its customers, its suppliers and the inhabitants of the territories in which it operates.

This guide, which integrates NOAH ReGen’s governance ethics, aims at respecting:

  • NOAH ReGen’s own values and standards of conduct.
  • The international initiatives to which the group has subscribed, in particular the UN Global Compact, the International Human Rights Law and the UN Framework Convention on Climate Change.
  • Local legislation in each of the countries in which the company operates.

In a complex, multicultural and changing world, this guide, which lays the foundations of a common set of
ethics, is a reference for all employees and should enable them to uphold these values and carry out their
duties, inform them of their rights as well as their obligations to the company and its stakeholders.

 

OUR VALUES

NOAH ReGen’s core values are responsibility, transparency, honesty, innovation, respect and integrity, all which constitute the basis of its economic, social and environmental performance.

 

RESPONSIBILITY

NOAH ReGen aims to play an active role in the construction of a society committed to sustainable development. As a leading actor in the field of environmental services, the company assumes its responsibility
on a daily basis for the general interest and in particular for:

  • The harmonious development of countries;
  • The improvement of life conditions for those populations to whom its activities are directed;
  • And environmental conservation and regeneration, which is its main mission.

Within the organisation, NOAH ReGen is determined to promote the development of work skills, the improvement of safety conditions for people (occupational risk prevention), health at work, as well as the safety of the individual employees and facilities managed by the company. In return for the company’s responsibility towards its employees, NOAH ReGen expects from them to be perfectly loyal to the company and to abide by its values as well as the rules of conduct of this guide.
NOAH ReGen’s action is part of a dynamic continuous progress to overcome the main challenges it faces. «RESPONSIBILITY TOWARDS THE TERRITORIES, THE POPULATION AND THEIR EMPLOYEES»

TRANSPARENCY

At NOAH ReGen, where activities are at the service of collective and shared interests, this value governs the relationships it establishes with all stakeholders whose expectations the company hopes to satisfy. This value is reflected, in particular, in the search for solutions that make it possible to provide essential services for all, which the company considers one of its responsibilities towards society.

HONESTY

This value guides the behaviour of each and every person in the company and is demonstrated by respect for the law, internal rules and respect for others. Respect for the law leads us to emphasize the importance that NOAH ReGen attaches to the moral standards of integrity and honour. These are the foundations of the criminal prohibition of corruption in our legislation, as well as in the legislation of most other countries.

INNOVATION

NOAH ReGen has placed research and innovation at the heart of its strategy in order to develop sustainable solutions for its customers, the environment and society.
Innovation enables the company to strive for ever-improving efficiency and quality of its services.

INTEGRITY

NOAH ReGen promotes norms of transparency and ethics, aimed at building lasting relationships of trust with its customers based on integrity, mutual respect and non-discrimination. NOAH ReGen remains attentive to its customers and meets their technical, economic, environmental and social expectations by providing them with adapted and innovative solutions.

RESPECT

NOAH ReGent respects and adds value regarding to:
a. Promoting human rights, whether cultural, ethnic, gender, political or religious, emphasising the equality that exists between all human beings.
b. Promoting the protection and ReGeneration of the environment and biodiversity, encouraging the reduction of the impact of the company and its collaborators on all aspects of life, limiting travel, reducing waste by giving priority to short circuits and circular economies, maximising local production, living close to work, facilitating teleworking and encouraging the use of responsible transport.
c. Manage and respect the regulations that are certified and necessary for the operation such as ISO 9001 (Quality), 14001 (Environment), 27001 (Information Security), 45001 (Occupational Health and Safety Management), 19600 (Anti-Bribery Management System). «RESPECT OF LAW, INTERNAL REGULATIONS AND TOWARDS OTHERS»

OUR STANDARDS OF CONDUCT

«COMPLIANCE IS AND ESSENTIAL REQUIREMENT»
NOAH ReGen has defined standards that apply, within the framework of its activities, to all its employees and to all levels of the company.

COMPLIANCE WITH THE LAW AND REGULATIONS

For NOAH ReGen, compliance is an essential requirement. It translates into the creation of bodies and procedures that make it possible to detect legal risks by complying with international, european and national regulations that apply to the company.
Far from being reduced to coercion, compliance turns out to be a management and internal development tool for the company, a factor of responsibility that reinforces the cohesion of its members around a culture of compliance that makes abidance by the rules a value. To this end, the group also makes its employees aware of the compliance with applicable laws and regulations.

FIGHTING CORRUPTION OF PUBLIC AND PRIVATE ACTORS AND INFLUENCE PEDDLING

«FIGHTING CORRUPTION IN ALL COUNTRIES WHERE THE WHERE THE GROUP OPERATES» NOAH ReGen is committed to the fight against corruption in all countries where the company operates. This fight takes the form of regular awareness-raising among the company’s employees about compliance with the regulations to which NOAH ReGen is subject. In particular, we signed the United Nations Convention against Corruption in Luxembourg on 10 December 2003 during the High Level Political Conference for the signing of the United Nations Convention against Corruption in Merida (Mexico). The Convention was ratified by a law passed by the national Parliament on 10 July 2007 and signed by the Grand Duke on 1 August 2007.
Luxembourg delivered its instrument of ratification with the Secretary-General of the United Nations on 6 November 2007.
Luxembourg is a member State of the European Union, the OECD, the Council of Europe’s Group of States against Corruption, the Ad Hoc Committee of Experts on the Evaluation of Anti-Money Laundering Measures, the Financing of Terrorism MONEYVAL and the Financial Action Task Force. Consequently, the UN Convention against Corruption has become an integral part of Luxembourg’s internal law. The most relevant implementing legislation is contained in the Penal Code (Code Pénal, “CP”), the Code of Criminal Procedure (Code d’Instruction Criminelle, “CIC”) and in special laws, based on the Law of 15 January 2001 of Luxembourg.
The code of conduct provided for by this law defines and illustrates the types of behaviour that must be prohibited, as they are likely to constitute corruption or traffic of influence. The internal alert system, provided for by the Sapin II Law “designed to collect complaints from employees concerning the existence of conduct or situations contrary to the company’s code of conduct” is part of NOAH ReGen’s general ethics alert system, as described in this guide in the section on “Our Values” and “Our Standards”

PREVENTING CONFLICT OF INTEREST SITUATIONS

Employees must prevent or avoid any situation that creates or may create a real or apparent conflict between their personal interests and those of the group. An employee’s personal interest includes any advantage for himself or herself, relatives, friends, close associates, persons or organisations with whom he/she has or has had business or affinity relations. A conflict of interest arises when a personal interest may influence an employee’s decisions and cast doubt on the impartial performance of his or her professional duties and
responsibilities. Accordingly, the following situations require special attention:

– If an employee or any of his or her close associates obtains any benefit, including gifts and entertainment, from any public agent, customer, supplier, contractor, business partner or competitor.
– If an employee benefits one of his or her close associates with such advantages.
– If he or she holds a direct or indirect interest, position or personal financial interest in any company or organisation with which the company has a business relationship or is in competition.
– If he/she is engaged in outside activities with any company or organisation.
– When an employee is in doubt about any of these situations, he/she should refer to his/her superiors for appropriate decisions to avoid such situations and to preserve the interests of the company.

ETHICAL COMMITMENTS IN ACCOUNTING AND FINANCIAL MATTERS

NOAH ReGen considers it essential that its employees respect ethical standards in financial matters, particularly in the use of their knowledge, value judgements and the activities entrusted to them. It is not only a question of preventing a penal risk, but also of gaining the trust of its business partners, which is essential for its continuity.

CONFIDENTIALITY

NOAH ReGen endeavours to ensure, both within the group and in the execution of its contracts, that confidentiality is respected in the use of data, information, know-how, intellectual and industrial property rights and trade secrets, within the framework of its activity.

SAFETY

NOAH ReGen makes the safety of people and property a priority. Throughout the world, the company is committed to providing resources to ensure the protection of its employees within the scope of their duties, as well as taking the necessary measures to protect sites, installations and its intangible heritage. NOAH ReGen also pays constant attention to preventing damage to its image and reputation.

OUR ACTIONS

«THE DIVERSITY OF ITS EMPLOYEES IS A KEY ASSET FOR THE SUCCESS OF THE GROUP’S ACTIVITIES»
The company’s operating units represent NOAH ReGen and are therefore involved in respecting the values and applying the rules of conduct set out in this guide to each and every stakeholder (employees, customers, beneficiaries of services, neighbours of the facilities, local authorities and non-governmental organisations, representatives of civil society, consumer and environmental protection associations, etc.).

EMPLOYEES

Women and men in the service of social, environmental and occupational excellence Our employees face the environmental and urban challenges of our societies every day and build the success
of our company. This is why NOAH ReGen strives to help them to fulfil their professional and human potential by promoting an efficient and ambitious social model. NOAH ReGen is deeply committed to base its social action on four fundamental pillars: equity, solidarity, employee training and health and safety prevention.

Ensuring social equality

NOAH ReGen is committed to creating conditions that contribute to recognising what each employee brings to the company so that each and every one of them can improve their performance.
Convinced that the diversity of its employees is an important asset for the success of its activities, NOAH ReGen is committed to recognising the efforts and merits of each one and to sharing its project and values with its employees so that they feel an integral part of the company’s achievements. Feeling integrated, considered and treated fairly is essential to the daily commitment of employees in accordance with the principles of promoting diversity, non-discrimination and rejection of acts of harassment.

Promoting solidarity

By the very nature of their activities, NOAH ReGen´s employees actively contribute to improving the living conditions of men and women in the countries where the company is present. NOAH ReGen has made solidarity one of the main axes of its social policy. The development of social dialogue, the support of the most vulnerable employees and the attention paid to the development of each individual occupy an important place in NOAH ReGen’s human resources management.

Promotion of employee training

NOAH ReGen supports its employees in the development of their working skills and encourages them to exchange, innovate and overcome professional challenges. In a service company, the skills and abilities of the employees are its main asset. NOAH ReGen’s desire to improve the management of its human resources on a daily basis is supported by an active policy of professional training and support for their tasks. The aim is to always provide a better response to the constant evolution of our activities.
NOAH ReGen seeks to encourage the exchange of experiences and to offer stimulating perspectives to its employees throughout their careers.

Prevention, health and safety performance

NOAH ReGen improves prevention policies every day, closely linking employees who assume responsibilities with the social partners.
Our commitment, adhering to the guiding principles of the International Labour Organisation on health and safety, is based on our ability to devise increasingly effective solutions that improve the working conditions of our employees on a daily basis. Prevention of accidents at work and occupational illnesses, management ownership of responsibilities, raising employee awareness, respect for work-life balance, etc., are the best practices in each operation that are identified and disseminated within the group, in particular in the context of the annual International Safety Week:
In carrying out its activities, NOAH ReGen takes the necessary measures for the safety of its employees. Within this framework, in collaboration with the public authorities, the company, through its internal travel safety procedure, identifies countries and activities of risk in order to establish an operational mapping in corporating appropriate prevention and intervention measures applicable whenever necessary.

CLIENTS AND BENEFICIARIES OF SERVICES

In its relations with its clients, NOAH ReGen is primarily concerned with the fulfilment of its legal and contractual obligations. Beyond the regulatory aspect, NOAH ReGen is committed to remain fully attentive, to devise and implement solutions that meet the needs and expectations of its clients, public and private, and of the beneficiaries of the
services entrusted to it. In particular, NOAH ReGen promotes, together with its customers and relevant stakeholders, the development of suitable offers capable of improving access to essential services for all. Maintaining and protecting the integrity of assets is a guarantee of the quality of the company’s services and performance.

SUPPLIERS AND CONTRACTORS

In compliance with the applicable regulations, NOAH ReGen sets a series of objective criteria when selecting its suppliers and contractors.
These criteria are based on the performance achieved by suppliers, as well as with respect for the values and ethical and sustainable development standards established by the group. Among the fundamental values set out in the Supplier Relations Charter, which govern the choice of suppliers, is in particular the prohibition of forced labour and child labour. NOAH ReGen places great importance in its relations with suppliers, contractors and customers on the fight against corruption of public or private actors. NOAH ReGen focuses its efforts on ensuring that its employees
may only offer or receive invitations or gifts of low value, on an exceptional basis and in its own name.
In case of doubt, NOAH ReGen advises its employees to consult their hierarchical superiors. NOAH ReGen is also committed to complying with the regulations governing the subcontracting or contracting of external companies, in particular regarding health and safety. When using a commercial intermediary, NOAH ReGen observes a specific company procedure to ensure its integrity. This procedure makes it possible to approve the selection of such contractors, to frame their tasks and remuneration in accordance with a standard contract, and to ensure that their services are actually performed in accordance with a set of strictly enforced standards.
«ACTIVELY PARTICIPATING IN BUILDING A SOCIETY COMMITTED TO SUSTAINABLE DEVELOPMENT»

THE COMPANY

Management of environmental impacts, risk prevention and education Thanks to the deployment of its Environmental Management System (EMS), NOAH ReGen has a tool designed to limit the environmental footprint of its activities or those of its customers, as well as to prevent and reduce industrial, health and environmental risks in installations. More generally, educating and raising the awareness of its employees and customers about environmental and health protection is a priority for the company. Within this framework, NOAH ReGen develops specific education and awareness programmes. Dialogue with stakeholders Actively participating in the construction of a society committed to sustainable development means that NOAH ReGen holds dialogue with its different partners and, in particular, with the inhabitants of the places where it operates, with NGOs or with other representatives of the civil society. NOAH ReGen commits itself to engage
in such dialogue from the local to the international level.

 

SPONSORSHIP

Sponsorship testifies to the Group’s economic, social and environmental commitment to society. It is a way of consolidating relations with all stakeholders, based on respect for fundamental values and with a view to supporting the improvement and development of countries. NOAH ReGen’s commitments in the field of cooperation mainly take the form of sponsorship operations that a
special committee is responsible for studying and approving in accordance with best practices. These actions are reflected in local initiatives promoted by the operational entities.

PATRONAGE

The solidarity sponsorship actions are centralised and coordinated for the most part by the company ReGen, which supports non-profit actions of general interest and contributes to the fight against exclusion and the protection of the environment through three priority areas of action:
– Humanitarian emergency and development aid for access to water;
– Social links and employment counselling;
– Environmental and biodiversity protection.

SHAREHOLDERS AND INVESTORS

Governance, ethics and financial management in compliance with Luxembourg stock exchange regulations. As a company, NOAH ReGen subscribes to the code of conduct which sets out the principles governing the composition and functioning of the board of directors and its committees (including the audit and accounts committee), the remuneration of executive directors and board members, as well as the information to be provided to shareholders and the markets in this area.
In addition, the company has adopted the Internal Code of Conduct on Financial Ethics, which defines the rules of conduct applicable to those responsible for validating financial and accounting information and aims to subject them to specific obligations of integrity, diligence, internal control and vigilance in financial reporting.
NOAH ReGen has also established a code of conduct for transactions of securities, aimed at preventing the risks of violations of the stock exchange legislation in the area of insider trading or insider trading offences. This code reminds managers and employees of their obligation to keep confidential any inside information that may come to their knowledge and to abstain from carrying out any transactions in NOAH ReGen securities or securities that may be issued in its sub-funds or subsidiaries until such information has been disclosed to the market. NOAH ReGen ensures that this code of conduct is enforced upon managers and employees who are aware of inside information and establishes lists of insiders from time to time for this purpose. NOAH ReGen complies with Luxembourg stock exchange regulations and, within this framework, has established a set of rules of conduct and oversight applicable to all its lawyers, whether in-house or external advisors.

COMMUNICATION TO THE MARKETS

NOAH ReGen ensures the absolute accuracy of accounting and financial information. The internal financial control aims to provide reasonable assurance that the entity’s accounts are drawn up accurately and truthfully, that transactions are properly authorised, that every effort is made to prevent fraud or unauthorised transactions and to avoid misrepresentation of transactions in the consolidated accounts of the group. Financial reporting is given special attention within NOAH ReGen, which has established a Financial Communication Committee whose task is to establish and maintain procedures to ensure the reliability of the capture and control of material information in the annual reports. More generally, financial communication is subject to a specific control and procedure within NOAH ReGen. This communication is managed on a daily basis by the Finance Department communications, which is responsible for approving and coordinating its actions with the General Management and the different functional departments of NOAH ReGen involved in the process.

COMPETITORS

Most of the countries in which the company operates have enacted competition laws that help to promote free and undistorted competition. NOAH ReGen asks all employees to constantly ensure that they comply with these regulations, which are set out in the “Competition Law Compliance Guide”. NOAH ReGen also encourages each employee to identify areas in which difficulties may arise from a competition law perspective and, in the event of such difficulties, to consult with their superiors and the company’s legal experts.

PUBLIC BODIES

NOAH ReGen contributes in a transparent manner to the development of regulations and public policies, placing its expertise at the service of public authorities. This activity of representing interests is carried out in accordance with the internal rules established by the company and in full compliance with the applicable national and supranational legal frameworks. Through its advocacy activities, NOAH ReGen contributes to inform all stakeholders about the impact and consequences of regulations and public policies related to its activity.

OUR ORGANISATION

In order to put its values and norms of conduct into practice, the group has set up a special organisation for this purpose, as well as internal procedures. These are in line with the various sections covered in the guide and are subject of internal information and awareness-raising measures, as well as legal and financial monitoring and control rules.
They are structured around: An Ethics Committee
«POSSIBILITY OF APPROACHING THE ETHICS COMMITTEE THROUGH THE “NOAH REGEN´S ETHICS PLATFORM” DESIGNED FOR THIS PURPOSE»
This committee is composed of five members chosen by the NOAH ReGen Executive Committee, who may be employees, former employees or external subjects to the organisation and who provide the required guarantees of independence and competence. The members of the Committee, who act independently within the framework of their duties, may not receive any instructions from the General Management and may not be removed from their mandates, which have a four-year renewable term of office. The NOAH ReGen Ethics Committee is responsible for ensuring the correct application of the fundamental values set out in this Ethics Guide and to which the company and each employee subscribe.
In this respect, the mission of the Ethics Committee is essentially to:
– To present all recommendations relating to NOAH ReGen’s fundamental values and principles, either on the subjects entrusted to it or in response to questions asked.
– Ensure, in accordance with the local context, the dissemination and proper understanding of these Ethical Guide by all the Group’s employees.
– Propose additional information or adjustments to the Ethical Guide.
– Draw the attention of the Executive Committee and the companies involved with NOAH ReGen to the need of bringing working behaviour into line with the values and principles promoted by the Ethical Guide.
– Point out to the entities involved, whenever necessary, actions that reveal behaviours that are contrary to the company’s values and standards of conduct.
Within the framework of its duties, the Ethics Committee shall interpret the Ethical Guidelines taking into account the diversity of the societies that are linked to the company, as well as the specificities of their activities and the regulatory and social legal framework of the countries in which they operate. The Ethics Committee has all the necessary powers to exercise its functions towards NOAH ReGen companies both in Luxembourg and abroad; it may therefore have access to relevant documents and may receive and hear any group employee, auditor and third party.
In carrying out its work, the Committee is supported by NOAH ReGen’s Internal Audit Management, which may be called upon to intervene in connection with any matter relating to the Ethical Guide. It can also rely on external experts´ services anywhere and in any society of the company. The Ethics Committee reports annually on its actions to the NOAH ReGen Board of Directors.
A network of “ethical correspondents”. The Committee has a network of “ethical correspondents” who are involved locally in the implementation of the company’s ethical policy.

 

GROUP WHISTEBLOWING

Any employee who suspects non-compliance with the rules of conduct set out in this guide and who considers that informing his/her direct superiors may be inappropriate or is not satisfied with the response offered by such superiors, has the possibility to approach the Ethics Committee, an independent body, through the “NOAH ReGen Ethics Platform” designed for this purpose. This consultation must be made in accordance with the provisions of the law and regulations applicable in the country where the employee resides and/or works. With regard to alerts that fall within the scope of compliance (corruption, influence peddling, anti-competitive practices, violation of environmental law, money laundering, terrorist financing and non-compliance with human rights legislation), the Ethics Committee forwards them to the company’s compliance management, which, having acknowledged receipt of them, manages them, reports to it on the progress of the case and informs about the closure of it.
Other denouncements are managed by the Ethics Committee either directly or through its delegates in the countries that report directly to it.
NOAH ReGen and the Ethics Committee guarantee full confidentiality of information about employees, individuals and the alleged facts reported in the context of the whistleblowing.
NOAH ReGen also undertakes that no employee will suffer any form of discrimination, in particular harassment or other retaliation, on the grounds that he or she has exercised the whistleblowing right. A letter on the use of the ethical whistleblowing right within NOAH ReGen is available to employees. Third parties may, as in the past, consult or contact the Ethics Committee directly

(etica.committee@noah.blue) or request appointments directly from the CEO without intermediation via email (etica.ceo@noah.blue) in particular for facts that they consider to constitute acts of corruption or influence peddling.
An anti-corruption code of conduct is annexed to this Guide.