Code of Ethics

1. Introduction

1.1 Group introduction

The GUBI Group (hereinafter referred to as GUBI), with its history dating back to 1990, is a leading supplier of specialized information systems for the management of spa operations in Central and Eastern Europe.

The following belong to the GUBI Group and are obliged to comply with this Code of Ethics:

• GUBI Group, a.s., IČ 29059224
• GUBI Care, a.s., IČ 27068978
• GUBI computer systems s.r.o. Czech Republic, IČ 47678666
• GUBI computer systems, s.r.o. Slovakia, IČ 36263419
• DENEB computer systems s.r.o. Czech Republic, IČ 47678666

1.2 Code of Ethics

GUBI applies equal treatment and all employees must know what ethical values are emphasized and supported. This Code of Ethics (hereafter referred to as the Code or Code of Ethics), which describes the main principles and standards of working life in the company, defines the obligations and ethical responsibilities in the conduct of the company in all its corporate activities. It outlines the procedures and regulations that are the directive basis for the relationship between the company, its employees, customers, and suppliers.

1.3 Complying with the Code of Ethics

The Code is a binding directive for ethical behavior in the company. Everyone must be accountable for their actions and behavior and at the same time set an example for other employees. Managers must be role models for others in complying with the Code, and must distribute it to their subordinates and ensure that it is followed and actively enforced.

No one has the authority to demand actions that are in violation of the Code. Such conduct may result in immediate disciplinary action. Behavior or actions that are in violation of the Code must be reported to a superior or member of the Ethics Committee. If the superior is involved in the conflicting activity, a higher-level superior must be contacted.

1.4 Ethics Committee

The Ethics Committee is appointed by the company's Board of Directors. Its duty is to supervise, uphold and update this Code of Ethics, as well as to manage all aspects regarding its recognition and implementation. The Committee receives information about violations of the Code. It is obligated to ensure the confidentiality of these reports and their sources. The situation must be addressed in accordance with the company's ethics and values, as well as with the requirements of laws and regulations. Employees may contact the Ethics Committee via email at eticka_komise@gubigroup.com.

2. General standards

2.1 Complying with laws and regulations

• GUBI acts in full compliance with the laws and regulations of the countries in which it operates. The United Nations Universal Declaration of Human Rights is upheld.

• We strive to continuously improve the efficiency of corporate structures and processes that contribute to the continuity of provided services.

• Working conditions comply with the minimum requirements of national legal standards and International Labour Organisation's conventions. Employees are required to comply with work safety and health protection principles. The employer guarantees a safe and healthy working environment and strives for its continuous improvement.

• No forced labor or any form of involuntary labor is used in the workplace. Free movement of employees is not restricted, nor are any employee identification documents withheld.

• The company does not employ children, persons under the age of 18 do not work at night or in hazardous conditions.

• Competition rules are respected, both nationally and internationally.

• All financial transactions are faithfully recorded and accounting is managed in accordance with the accounting principles and criteria in the countries in which they operate. The objective is to provide accurate and complete financial information, to comply with internal controls and procedures, and to demonstrate compliance with the provisions of the law through external financial audits.

• The company understands its role in affecting the environment and considers its protection a necessary condition for its further sustainable development. For this reason, we declare our commitment to carry out all our activities related to meeting the needs of our customers and ourselves in an environmentally friendly manner.

3. Work environment

3.1 Selection procedures

Selection procedures are conducted on the basis of matching candidates' profiles with the job description for which they are applying. Aspects of the job are reviewed. The candidate's privacy and opinions are respected. The selection procedure is conducted under conditions of equal opportunity, excluding any discrimination on the grounds of age, religion, political affiliation or any other distinguishing characteristics.

3.2 Employment

The basic documents which regulate the terms and conditions of employment are given to employees in hard copy when they sign the employment contract. Wages are provided to employees on time and in the correct amount according to the negotiated terms of employment.

Working hours are set by the employment contract and comply with the Labour Code. Employees are provided with all the training they need to perform their work, whether it is of a statutory nature or other training designed to promote and develop skills or to protect health and safety.

3.3 Employee ethics

Misuse of communication systems that involve the processing, transmission, retrieval, access, viewing, storage, printing, or other transmissions of material or information that is fraudulent, harassing, threatening, illegal, racist, sexually oriented, offensive, or otherwise in violation of professional conduct is prohibited. Employees must take care of both the physical property entrusted to them and the intellectual property of the company (software, technical documentation, and inventions).

Former employees are also subject to restrictions on the use and disclosure of protected company information.

3.4 Discrimination

Any form of discrimination is prohibited in the company. Employees must not be subjected to acts of psychological or physical violence. Any attitudes or behavior that discriminate against and harm the personality, opinions, or preferences of an individual are rejected. There are no differences in appreciation, promotion opportunities, allocation of financial rewards, or other barriers based on gender, religion, or background. Sexual harassment is not tolerated, and any behavior or communication that may offend anyone (e.g., images with explicit sexual references, intrusive and suggestive language) should be avoided.

3.5 Relationship with trade unions

Employees have the free right to join a trade union, they are not prevented from carrying out their trade union activities and are therefore not discriminated against in any way.

4. Market behavior

4.1 Protection of information

The processing of information is subject to controls and security features that ensure the protection of our data, the data of our suppliers, customers, and other interested parties. Employees are not allowed to make duplicate documents for non-work purposes and must not provide these documents to third parties. Data of a professional nature must not be stored on private computers or other private media. If an employee becomes aware of the unlawful processing of sensitive information, they shall immediately report such conduct to their superior or a member of the Ethics Committee. The employee shall follow the instructions on the use of passwords and codes assigned to them.

4.2 Conflict of interest

A conflict of interest is generally any activity that is or appears to be in conflict with the best interests of the company. The Employee is required to avoid situations, where they could be exposed to a potential conflict of interest and thus gain an undue advantage or benefit for themselves or someone else. If the employee is unsure, they shall discuss the matter with their immediate superior.

4.3 Corrupt behavior

Employees shall not directly or indirectly solicit or accept any payment or remuneration which might cause them to act inconsistently with their duties. Bribes and extra-contractual commissions are strictly prohibited. Gifts and promotional items may be given to customers, suppliers, consultants, vendors, or other clients only if they do not exceed normal courtesy and in any case, must be of symbolic value and comply with the law.

4.4 Relationships with customers and suppliers

The company is committed to the satisfaction and protection of its customers by taking their comments, which could lead to improvements in the quality of products and services, into account. The quality, environmental, and work health and safety policies are in line with this objective. Relations with customers are based on maximum fairness, transparency and cooperation and are in full compliance with the law. Contracts are negotiated and signed according to clear and prescribed procedures and respect the legality in the countries in which GUBI operates and international law.

4.5 Public procurement

When GUBI applies for a public procurement contract, it will always make an offer with true information. If there are any non-standard practices detected in the procurement procedure, they will be reported to the corresponding authorities, particularly requests to grant an undue advantage to the person acting on behalf of the contracting authority. The following Basic Principles set out the basic principles for the conduct of employees, officers and statutory bodies during the preparation for and participation in procurement procedures:

Basic principles for the conduct of GUBI employees, officers and statutory bodies during the preparation for and participation in public procurement procedures

4.5.1 Principle of legality of conduct

The basic principle of the conduct of GUBI employees, officers and statutory bodies (for the purposes of this section referred to as "employees") is the principle of legality of conduct. In preparing offers for public procurement procedures (hereinafter referred to as "offers"), communicating with contracting authorities, fulfilling public procurements, and in subsequent negotiations, the employees defend and promote exclusively the legitimate interests of GUBI, but always only within the scope permitted by applicable law[1].

4.5.2 Truthfulness and reliability of offers

4.5.2.1 Employees provide only truthful and unbiased information in their offers.

4.5.2.2 Employees respect the internal business approval process when preparing offers so that the binding nature of the offer and the accuracy of the information claimed in the offer can be fully guaranteed.

4.5.2.3 Employees quote a price in their offers that is at least equal to the spent cost unless there are legitimate reasons for quoting a lower price[2].

4.5.3 General rules of employee conduct

Employees deal with persons outside GUBI on offers and public procurement procedures only with the knowledge of which actions are prohibited by competition or criminal law and avoid actions that could be construed as a violation of such laws. Other policies specify prohibited conduct that may be construed as a violation of criminal or competition law.

4.5.4 Prohibition of any conduct jeopardizing competition related to other suppliers

4.5.4.1 Employees shall avoid at all times actions that could lead to:

 • prohibited price agreements[3] in public procurement;

• other anti-competitive coordination in the public procurement procedure with other suppliers;

• refraining from participating in a procurement procedure induced by threat, deceit, the threat of harm or undue advantage;

• another agreement prohibited by competition law.

4.5.4.2 Staff members shall avoid any action that would lead to GUBI not participating in a procurement procedure or tender with the promise of a material or other benefit as a result of such non-participation.

4.5.5 Prohibition of conduct evoking possible unlawful influence on the contracting authority

Staff members shall avoid actions that could be construed as soliciting undue advantage for themselves or for GUBI for influencing the contracting authority in the preparation or execution of the procurement process.

4.5.6 Rules when dealing directly with contracting authorities

4.5.6.1 When communicating with the contracting authority concerning public procurement, employees shall observe the rules of caution so that any conduct attributed to them cannot be construed as intended to violate the law[4].

4.5.6.2 In their dealings with contracting authorities and persons influencing contracting authorities in connection with public procurements[5], employees shall not act in a manner that could be construed as promising or providing an undue advantage in connection with the execution of a public procurement.

4.5.6.3 If employees provide technical information that could be used in a public procurement procedure, they shall provide only truthful and unbiased information and shall not withhold essential information. This is without breaching the internal rules on confidentiality of specific information, but these must be applied in such a way that the non-disclosure does not infringe on competition rules.

4.5.6.4 When providing technical information, advice, or any other action in the public procurement procedure, employees shall refrain from any action that could be construed as negotiating a preference or more favorable terms for another supplier in return for such action.

4.5.6.5 When communicating with contracting authorities, employees shall not take advantage of their employment or position in relation to the contracting authority to obtain information that is not publicly available and which could be advantageous when participating in tenders.

4.5.7 Reporting criminal activity

4.5.7.1 Employees shall report any criminal conduct by a contracting authority or supplier which violates competition law, or which attempts to achieve such a result, and which the employee is required to report[6].

4.5.7.2 These acts include, but are not limited to, promising or soliciting a bribe to influence the selection of a supplier, to withdraw from a procedure, to disclose advantageous information relevant to the procedure, or coordinating prices to procure a contract at an unreasonably high or otherwise unfavorable price.

4.5.8 Honest fulfillment of the contract and information obligations

4.5.8.1 Employees participate with professional care and according to their job description in the fulfillment of the concluded contracts so that these contracts are fulfilled properly and on time.

4.5.8.2 In the fulfillment of the contract, employees act honestly towards the contracting authority and do not abuse the information available to them during the fulfillment.

4.5.8.3 Employees ensure compliance with the information obligations under the public procurement act so that no damage is caused to the contracting authority or from noncompliance with this obligation.

4.5.9 Indicators of problematic behavior in connection with public procurement

The general warning signs of problematic behavior in connection with public procurement are as follows:

• the subject of the contract are clearly unnecessary services;

• there is no market survey to establish a preliminary price for the contract and the range of relevant suppliers;

• there is no preliminary budget for the contract;

• splitting contracts into subcontracts to circumvent the approval process or the obligation to carry out a procurement procedure;

• the use of types of procedures which, by their nature, restrict open competition, unless this is justified in the particular case;

• the qualification criteria contains conditions that exclude relevant competitors;

• the evaluation criteria allows for an unreviewable evaluation;

• unusual characteristics of offers (offer prices only slightly different from the expected price, offer prices very similar or significantly different - in relation to the subject of fulfillment);

• the winning offer is higher than the internal price estimate, if one exists, or the market price level;

• overall increase in purchase prices;

• unsuccessful candidates subsequently participate in the performance as subcontractors;

• candidates with no history or unclear ownership structure;

• the relationship of persons involved in the procurement, or persons close to them, to the candidates;

• "rotation" of suppliers in the fulfillment of contracts;

• one candidate gets the majority of the contracts;

• entering into long-term contracts without transparent selection under unfavourable conditions;

• inconsistencies between inventory receipts, delivery notes, invoicing, contract or purchase order, the winning offer and the tender conditions;

• significant or repeated exceeding of the estimated value of the contract, additional work;

• acceptance of fulfillment not corresponding to contract in terms of quality or quantity (non-application of claims and contractual penalties);

• repeated supply failures, high repair costs;

• missing procurement documents.

GUBI Group

In Šumperk, 1.5.2021

[1] In particular Act No. 134/2016 Coll., on public procurement, as later amended.

[2] Cf. § 113 paragraph 5 of the public procurement act. 

[3] Cf. § 3 paragraph 1 of Act No. 143/2001 Coll., on the protection of competition act, as later amended.

[4] and [5] § 3 of the protection of competition act. E.g. the administrator of the public procurement, the preparer of the technical specification of the public procurement, etc.

[6] Srov. Ustanovení § 367 a 368 zákona č. 40/2009 Sb., trestní zákoník, ve znění pozdějších předpisů.