Introduction

At Synechron, we seek to foster a business environment that aligns with our core values and supports our mission. This Vendor Code of Conduct (the “Code”) sets out the principles and standards of conduct expected from all vendors, suppliers and contractors, (collectively referred to as “Vendors”, “you”, “your”, “they”) that provide products or services to Synechron Holdings Inc. and its group companies (together, “Synechron”, “we”, “our”, and “us”) in their dealings with us and within their own operations and Vendors.

This Code covers various areas such as anti-bribery and corruption, modern slavery, human rights, anti-money laundering, trade compliance, environmental sustainability, and other Environment, Social & Governance matters (“ESG Matters”) We expect our Vendors to comply with this Code and consider this Code to be an essential part of our procurement policy and corporate values.

Our Vendors should proactively inform Synechron to the extent that they identify instances where they have failed to uphold the standards set out in this Code in a substantive manner.

1. General Rules and Compliance

1.1 Legal and Regulatory Compliance

Vendors should operate in compliance with all applicable laws, regulations, and standards in the jurisdictions where they conduct business. This includes, but is not limited to, those related to ESG Matters. Vendors are also expected to adhere to this Code and the standards referenced herein. In the event of any conflict between the provisions of this Code and applicable laws, regulations and standards, the Vendor should operate in accordance with whichever requirements are stricter.

1.2 Ethical Business Practices

Vendors are expected to conduct their business ethically and with transparency and integrity. Ethical business practices include:

  • Fair Dealings: Conducting business interactions and transactions with integrity and fairness, ensuring that customers, employees, subcontractors, regulators, competitors, and Synechron are all treated with honesty and equity.
  • Anti-Corruption and Anti-Bribery: Prohibiting all forms of corruption, bribery, illicit gratuities, or any other improper payments. Establish and enforce proactive safeguards to deter these unethical practices.
  • Anti-Money Laundering: Complying with applicable anti-money laundering laws and regulations to prevent the Vendors’ business, services or resources being used for money laundering or terrorism financing purposes (and following appropriate due diligence processes to prevent money laundering and terrorism financing).
  • Trade Controls: Complying with applicable economic and trade sanctions laws and regulations, export controls, and antiboycott regulations, in any jurisdictions where Vendors conduct business.
  • Transparency and Accuracy: Maintaining transparent and accurate business records. Vendors should maintain accurate records of their transactions, including those with Synechron and provide transparency regarding their procurement processes. Vendors are expected to hold themselves accountable for their decisions and actions and should conduct its procurement activities fairly and impartially.
  • Conflict of Interest: Avoiding conflicts of interest in their dealings with other parties, including Synechron. With respect to, or in connection with, any of the Vendors’ dealings with Synechron, we expect any potential or actual conflicts to be disclosed promptly to Synechron.
  • Data Integrity: Protecting the security, integrity, confidentiality, and accessibility of data, including but not limited to personal data, intellectual property, and other sensitive information.
  • Disclosure of non-public information: Avoiding disclosure of material non-public information in relation to Synechron, its clients or other Vendors to which a Vendor may have access to.
  • Insider Trading: Avoiding trading in the stock or other securities of Synechron while in possession of material non-public information about Synechron. In addition, Vendors are prohibited from recommending, “tipping” or suggesting that anyone else buy or sell Synechron’s stock or other securities on the basis of material non-public information.

2. Labour and Human Rights

2.1 No Forced or Child Labour

Synechron is committed to preventing modern slavery and human trafficking in its business operations and supply chains. We recognize that modern slavery takes many forms, including forced labor, human trafficking, debt bondage, and other forms of exploitation that violate human rights.

Vendors are expected to respect human rights and provide fair labour conditions in accordance with recognised international standards, including having regard to relevant international standards. This includes non-discrimination, fair treatment, and ensuring health and safety in the workplace and also the following considerations:

  • Freedom of Employment: Employment should be freely chosen by the worker, and workers should be free to leave employment (subject to reasonable notice) without penalty. There should not be any use of bonded labour.
  • No Child Labour: Comply with minimum age laws and applicable international standards and ensure that no underage workers are employed. Synechron notes that the ILO Minimum Age Convention, 1973 (No. 138) defines general minimum age for admission to employment or work at 15 years (13 for light work) and the minimum age for hazardous work at 18 (16 under certain strict conditions). Synechron also notes that Worst Forms of Child Labour Convention, 1999 (No. 182), fundamental convention defines as a "child" a person under 18 years of age.
  • Verification of Age and Employment Status: Establish procedures to confirm the age and lawful employment eligibility of workers to avoid instances of coerced or underage labour.
  • Awareness and Training: Educate and train staff, particularly those involved in recruitment and management, on the dangers associated with forced and child labour, as well as strategies for recognising and eliminating it.

2.2 Fair Treatment and Non-Discrimination

Vendors should foster a work environment that is respectful, free from harassment, abuse, or discrimination, and that recognises and values diversity and inclusion, including the following:

  • Equal Opportunity: Provide equal employment opportunities regardless of sex, gender identity/expression, marital or civil partnership status, race, ethnicity or national origin, disability, religion, sexual orientation, age or part-time status, or any other protected characteristic under applicable laws.
  • Respectful Workplace: Maintain a workplace where all individuals are treated with respect and dignity. Synechron expects Vendors to have a policy that prohibits discrimination/bullying and harassment based on sexual orientation, race, gender or gender identity/expression.
  • Grievance Mechanisms: Implement effective grievance mechanisms to allow employees to voice concerns without fear of retaliation. Vendors shall investigate and take appropriate action to address any relevant grievances raised.

2.3 Working Hours, Overtime, and Benefits

Vendors should seek to ensure that working hours, overtime, and benefits comply with applicable laws and Synechron standards and that workers are provided with fair compensation and humane working conditions, including:

Wages and benefits: At a minimum, we expect our Vendors to meet the legal minimum wage standard for its workforce, employees should receive clear information on their wages, and unfair deductions from wages as a disciplinary measure are not permitted.

Working Hours: Comply with legal standards governing the duration of work and additional hours and look to ensure that employees are not subjected to overly long work periods and are provided with sufficient intervals for rest.

Overtime Pay: Provide fair compensation to employees for any hours worked beyond their regular schedule, in accordance with either legal requirements or prevailing industry standards.

Transparency in Pay Structure: On or before onboarding, ensure that all aspects of the compensation package, including wages, benefits, any withholdings, and the conditions of employment, are communicated clearly and transparently to workers.

Freedom of Association and Collective Bargaining: Vendors should respect the rights of workers to freely associate, join unions, seek representation, and engage in collective bargaining, consistent with applicable law and practice.

3. Subcontractors and Supply Chain Management

Vendors are responsible for cascading the standards and principles set forth in this Code, so that their subcontractors and sub-tier vendors are also subject to the same requirements. When engaging subcontractors, we expect Vendors to conduct thorough vetting as part of appointing such subcontractors and sub-tier vendors.

In relation to those Vendors that source minerals from conflict affected and high risk areas, such Vendors should adopt policies for Responsible Sourcing of Minerals, aligned with the OECD Guidance for Responsible Minerals Supply Chains from Conflict-Affected and High-Risk Areas.

4. Health and Safety

Vendors should prioritize workers' safety and wellbeing, providing a safe and healthy work environment (including a hygienic working environment, awareness of any industry-specific hazards, and relevant training should be provided to employees) as per ISO 45001 Occupational Health and Safety Standards.

5. Environmental Sustainability

Vendors are expected to operate in an environmentally responsible manner, comply with all applicable environmental laws, and strive to minimize their environmental impact. This includes responsible management of waste, emissions, and resource consumption, such as:

Environmental Waste and Pollution Mitigation: Vendors should seek to reduce waste and pollution in all its forms. In cases where waste or pollution cannot be fully eradicated, Vendors are responsible for managing and dealing with such waste or pollution in accordance with applicable legal standards.

Energy and Greenhouse Gas Emissions control: Vendors should look for methods to improve energy efficiency and to minimize their energy consumption and greenhouse gas emissions.

Resource Management and Clean Energy Transition: Vendors should endeavour to decrease their consumption of essential resources, including raw materials, energy, and water, throughout their business processes where practicable.

Management of Hazardous Substances: Vendors should look to implement appropriate policies and governance processes to oversee the management of chemicals and materials that present environmental risks.

Materials Restrictions: Vendors shall adhere to all applicable laws and regulations regarding the prohibition or restriction of specific substances in products and manufacturing, including labeling for recycling and disposal.

6. Privacy and Data Security

6.1 Privacy

Vendors should protect confidential information and personal data obtained in the course of their business with Synechron and ensure compliance with applicable data protection laws.

6.2 Data Security

Vendors are also expected to comply with standard industry practices with respect to data security by providing appropriate technical and organizational measures to protect data based on its sensitivity.

7. Whistleblowing and Reporting Concerns

Synechron expects its Vendors to report any concerns or violations of this Code at http://synechron.ethicspoint.com.

Vendors should establish secure, effective and accessible reporting channels for whistleblowers to report issues in relation to this Code and Synechron encourages reporting of any such concerns or violations related to this Code by any individual with knowledge of the breach. Our Vendors should ensure to maintain confidentiality of an individual who reports concerns or violations in good faith and should not retaliate against such individual.

Synechron expects reported matters to be investigated swiftly, fairly, and discreetly, with necessary steps taken to remedy any issues. Additionally, communication about the whistleblower policy and reporting procedures should be provided to employees, subcontractors, and sub-vendors to ensure they are aware of the expectations under this Code and their rights and obligations.

8. Supplier Diversity

Synechron maintains a supplier diversity policy, and seeks to provide opportunities to diverse suppliers through its purchasing activities. Vendors commit to not provide any false information regarding their qualification as a diverse Vendor under Synechron’s supplier diversity policy, and also to seeking to further the goals of Synechron’s supplier diversity policy where appropriate. For further information in relation to Synechron’s supplier diversity policy, please contact us at SupplierRelations@synechron.com

9. Gifts and Donations

The Vendors shall neither receive nor offer or make, directly or indirectly, any illegal payments, remunerations, gifts, donations or comparable benefits that are intended, or perceived, to obtain uncompetitive favours for the conduct of its business with Synechron. However, promotional that bear the Vendor’s name logo, and that have no significant commercial value, may be given or accepted. Synechron expects its Vendors to report any concerns or violations of this provisions at http://synechron.ethicspoint.com

10. Continuous Improvement

Vendors are expected to seek to continuously improve their business practices, including those related to anti-bribery and corruption, modern slavery, human rights, anti-money laundering, trade compliance, and environmental sustainability.

11. Use Of Synechron’s Assets And Electronic Resources

Vendors must ensure that their employees utilize Synechron’s assets (both tangible and intangible) and electronic communication devices/ resources only in a legal and ethical manner. Vendors shall not use Synechron’s name and logo unless duly authorized in writing by Synechron.

12. Monitoring and Audits

Synechron reserves the right (but has no obligation) to undertake audits subject to contractual right (whether announced or unannounced, by Synechron or by a third party on behalf of Synechron) at the relevant facilities of Vendors in order to ascertain adherence to this Code.

Synechron expects Vendors to abide by principles of transparency, openness, and cooperation during any such audits, and work promptly and effectively to address any matters (whether minor or major) identified during such audits.

Vendors should:

  • Wherever appropriate, engage with Synechron to improve the ESG impacts of products or services such as reducing their negative ESG associated impacts.
  • Have appropriate due diligence processes, such as vendor audits, in place to identify and minimize negative ESG impacts in the Vendors’ own supply chain.
  • Share ESG performance data if requested by Synechron and respond to Synechron’s supplier engagement surveys.

Conclusion

The implementation and enforcement of this Code represents a commitment from Synechron with respect to ethical governance, human rights, environmental stewardship, responsible business practices, health and safety, and robust whistleblower protections.

Synechron reserves the right to update or modify this Code as needed to reflect changes in laws, regulations, industry standards, or Synechron's commitments and values.

Contact Information

For any questions or to report a concern regarding this Code, Vendors should contact SupplierRelations@synechron.com.

Acknowledgment

Any concerns or matters identified under this Code may result in discussions on further steps to address such concerns or matters, up to and including termination of the business relationship.

By engaging with Synechron, Vendors affirm their commitment to uphold the standards set forth in this Code and to conduct their business in a manner that aligns with Synechron's values and ethical standards.