Code of Business Conduct and Ethics

The Company’s directors, officers and employees are required to comply with the Company’s Code of Business Conduct and Ethics. The purpose of the Company’s Code of Business Conduct and Ethics is to deter wrongdoing and to promote, among other things, honest and ethical conduct and to ensure to the greatest possible extent that the Company’s business is conducted in a consistently legal and ethical manner. Employees may submit concerns or complaints regarding ethical issues on a confidential basis by means of a telephone call to an assigned unit via email. All concerns and complaints are investigated by the audit committee.

The Company’s Code of Business Conduct and Ethics is posted on the Company’s website, at www.koltelecom.com


Code of Business Conduct and Ethics

Our Responsibilities—Personal Integrity, Corporate Values and Ethical Principles

KOL TELECOM (the “Company”) continued growth, profitability and prosperity is linked to our employees’ ability to make decisions that are consistent with KOL core values and ethical principles. We are a Company committed to:

  • Passion for Excellence—Strive to achieve the best in everything we do.
  • Integrity—Hold ourselves to the highest ethical standards. To interact in an open, honest, positive manner and be guided by what is right.
  • Teamwork—Work together with trust, openness, honesty and respect.
  • Inspired People—Build a culture where people are motivated, engaged, valued and growing. Our people make the difference and are the essence of KOL TELECOM.

Our core values support and guide our leadership in establishing the strategic direction of the Company. Sound judgment shall be exercised in the service of our reputation as a business leader, employer of choice, and good corporate citizen. Our employees and representatives are expected to conduct their business in accordance with these values and with our Standards of Business Ethics and Conduct (“The Standards”). KOL TELECOM’s reputation is based on the personal integrity of each of its employees and those with whom we do business. We strive to be compliant with laws, regulations, and policies; we endeavor to conduct ourselves in a manner beyond reproach. Actions speak louder than words.

This booklet is not a set of rules. It is a resource to be used in making decisions that will affect us all. It provides guidance in assessing situations. As always, if you are faced with a situation in which the proper path is unclear—think and ask before you act. Only with all of us working together can we continue to achieve our vision.

To Our Business Partners, Clients, and End-User Customers

Our business partners, clients, and end-user customers trust the quality and value of our service offerings. We depend on strong relationships with our business partners and clients to provide us with continued opportunities to grow our business.

Our Responsibilities—Personal Integrity, Corporate Values and Ethical Principles

The Ethics Committee and Compliance

The KOL's Ethics Committee is dedicated to giving employees the support and advice they need to act according to The Standards and KOL TELECOM's ethical principles. Appointed by KOL TELECOM's Executive Team, we act as a resource, providing the information, tools, and strategies to assist employees in making ethical business decisions.

The Ethics Committee has a charter to:

  • Help employees use the Company’s ethical principles in their decision-making processes
  • Provide guidance for employees who have questions about business ethics and compliance issues
  • Support employees who may be facing ethical challenges in the workplace
  • Interpret policies
  • Provide easily accessible information on The Standards, policies, and procedures
  • Foster an atmosphere of trust and open communication where employees feel comfortable coming forward and talking about issues

As such, we expect employees to act proactively, raising concerns about ethical issues, and reporting any conduct believed to be a violation of The Standards, a Company policy or procedure, or a government law or regulation. Members of KOL TELECOM’s management team are expected to maintain an “open-door” policy regarding employee questions, and to support any employee who comes forward to discuss an issue or report a potential violation.

KOL's prohibits retaliation or retribution against any employee for cooperating in an investigation or for making a complaint. Retaliation or retribution for cooperating in or filing a complaint is illegal and is grounds for immediate termination. If you feel you have been retaliated against, you should contact Human Resources or the Ethics Committee.

When you are confronted with an ethical dilemma, it is your responsibility to TAKE ACTION. The decision-making model outlined below can help you assess whether or not a particular action is “the right thing to do.” Keep in mind that not taking action is itself an action that can have serious consequences to the Company and its employees.

Remember that work stress and too-rapid decision-making can often impact ethics. If you feel that you are under pressure to make a decision that you aren’t yet comfortable with, take a few minutes and run through the ACTION model.

KOL TELECOM operates within the bounds of the laws, rules, and regulations that are relevant to our business. The rule of law is fundamental to civil society, to the democratic process, and to the conduct of business in a dynamic global marketplace. However, today’s market demands that companies meet higher standards—simply obeying the law is not enough. To achieve higher standards of behaviour, we need to make business decisions that are aligned with our core values of respect for our people, passion for excellence, integrity, and teamwork.

The first and foremost obligation of responsible corporate citizenship is to obey the laws of the countries and communities in which KOL TELECOM does business. Any case of noncompliance with applicable law may subject the violating employee to disciplinary action. The fact that in some countries certain standards of conduct are legally prohibited, but these prohibitions are not enforced in practice, or their violation is not subject to public criticism or censure, will not excuse an illegal action by a KOL TELECOM employee.

KOL TELECOM is a good corporate citizen not just because we comply with the law, but because our employees are also expected to act according to our core values. We are committed to going beyond mere compliance—beyond simply “doing things right.” We aspire to “do the right thing” by being faithful to and executing the principles and guidelines cited in The Standards and to act in ways that exceed the minimum standards set by law. Each of us is personally responsible for meeting this obligation.

Each KOL TELECOM employee is responsible for displaying integrity. Business integrity is hard to define, but everybody knows it when they see it. Among other things, it means honesty, and obeying the law. It means treating those with whom we work with fairness and respect. And it means being accountable and taking responsibility for actions and consequences.

It is also the responsibility of each KOL TELECOM employee to comply with The Standards, and to take action or report to management when aware of criminal acts or acts in violation of the Standards. Employees who fail to comply with The Standards, including not reporting known unethical activities, will be subject to disciplinary action.

Individuals who report an ethical or legal concern in good faith will never be subject to retaliation for reporting. Any employee responsible for retaliation against an individual who in good faith reports a known or suspected violation will be subject to disciplinary action, including termination. Additionally, employees who knowingly submit false reports of ethical or legal concerns or violations will also be subject to disciplinary action.

Managers are expected to exemplify the highest standards of ethical business conduct and encourage discussion of the ethical and legal implications of business decisions. Managers have a responsibility to create and sustain a work environment in which employees, consultants and contract workers know that ethical and legal behaviour is expected of them.

This responsibility includes ensuring that the Standards are communicated to all those working for the manager. Managers are also responsible for ensuring that employees who need to know additional information in order to do their jobs, for example regarding environmental health and safety, antitrust or international business practices, receive appropriate policies and training.

Managers must be diligent in looking for indications that are unethical, or where illegal conduct has occurred, and take appropriate and consistent action to address any situations that seem to be in conflict with the law or The Standards. Managers also need to be careful not to hire or delegate authority to any individual whom they have reason to believe may engage in unlawful conduct or unethical activities.

Failure to comply with this core policy shall result in disciplinary action, up to and including dismissal.

We respect the personal dignity of each individual, honor diversity, and are intolerant of violence, discrimination, harassment, or retribution in our workplace. We strive to be an employer of choice committed to creating, managing, leveraging, and valuing diversity. We work hard to create a positive work environment where each individual is appreciated, proud, satisfied, and adds value to the Company. We practice equal opportunity without regard to race, religion, color, national origin, gender, sexual orientation, age, disability, or veteran or marital status. Our employment and personnel decisions are based on individual merit and Company requirements. Retaliation is not tolerated.

Our goal is to deal fairly and equitably with our co-workers, suppliers, outsource partners, and customers. All KOL TELECOM employees are expected to treat others with dignity and respect. KOL TELECOM managers at all levels have a special obligation to encourage and cultivate a safe and secure workplace in which employees and other stakeholders can raise issues or concerns without fear of retaliation.

KOL TELECOM complies with employment laws in every country in which it operates and supports fundamental human rights for all people.

We will not employ children or forced labor. We will not allow physical punishment or abuse. We will respect the right of employees to exercise their lawful right of free association. KOL TELECOM enthusiastically supports laws prohibiting unjustified discrimination based on a person’s race, color, gender, national origin, age, religion, disability, veteran status, sexual preference, marital status or other protected characteristics.

KOL TELECOM is firmly committed to the fair treatment and compensation of employees. All applicants and employees are judged by their qualifications, demonstrated skills and achievements. We believe in recognizing and rewarding excellent performance, and offering opportunities for advancement through training and promotions.

We believe that differences should be valued. Every employee deserves the opportunity to work and grow in an environment that is free of discrimination and harassment, and that supports work/life flexibility. At KOL TELECOM, diversity will be accepted throughout the organization. In exchange, we will benefit from the creativity, varied perspective, innovation, and energy that result from a diverse workforce.

KOL TELECOM’s employees have the right to work in an environment that is free from intimidation, harassment, and abuse. At KOL's, we are committed to providing a work environment free of unlawful harassment of any kind. Verbal or physical conduct by any employee that harasses another or disrupts another’s work performance or creates an intimidating, offensive, abusive, or hostile work environment will not be tolerated. Our anti-harassment policy applies to all persons involved in the operation of the Company and prohibits unlawful harassment by any employee.

In addition, unwelcome sexual advances, requests for sexual favors, and other unwelcome verbal or physical conduct of a sexual nature are specifically prohibited. Employees are encouraged to help each other by speaking out when a co-worker’s conduct makes them or others uncomfortable, and are responsible for promptly reporting harassment when it occurs.

KOL TELECOM has internal complaint procedures to immediately address and undertake an effective, thorough, and objective investigation. If an employee believes that he/she has been unlawfully harassed, they should submit a written complaint to their manager, the CEO, COO, or Human Resources as soon as possible after the incident. If it is determined that unlawful harassment has occurred, effective remedial action will be taken. Any employee determined by KOL TELECOM to be responsible for unlawful harassment will be subject to appropriate disciplinary action, up to and including termination.

When we protect the health and safety of our co-workers, our community, and the environment, we demonstrate respect and contribute to a positive work environment. Without respect for health, safety, and the environment, we put our co-workers, our employees, our clients, our customers, and the public at risk.

KOL TELECOM is committed to protecting the health and safety of our employees, the public, our customers, suppliers, and visitors. Our policy is to maintain a drug-free, secure workplace where all employees are attentive to hazard prevention and the avoidance of accidents and injuries. Posted safety regulations, statistics, and warnings are guides to help us stay out of harm’s way—observed accidents, injuries, or hazards should be immediately reported to Company management.

To support this commitment, each employee is responsible for observing the safety and health rules and practices that apply to his or her job. Employees are also responsible for taking precautions necessary to protect themselves and their co-workers, including immediately reporting accidents, injuries, and unsafe practices or conditions. Appropriate and timely action will be taken to correct known unsafe conditions.

Our reputation depends on the confidence others have in us, which is partially based on the accuracy of our written records and verbal statements. By demonstrating honesty in our accounting and labor-charging practices, we generate trust with our stakeholders and enhance our reputation. When we fail to record financial information and time accurately, we severely damage our reputation; risk losing business, and decrease customer and shareholder confidence.

KOL TELECOM will only use Company funds or assets for purposes that can be disclosed and recorded promptly and accurately in our books and records. We will not make false entries for any reason, nor will we alter documents or sign documents when we lack the proper authority to do so. We will not make or approve payments on behalf of the Company if they will not be used, or might be used, for something other than the stated purpose. KOL TELECOM’s financial books, records, and statements shall properly document all assets and liabilities, shall accurately reflect all transactions of the Company, and shall be retained in accordance with KOL TELECOM’s record retention policies and all relevant laws and regulations. No employee, agent, representative, client or outsource partner, or customer shall falsify a record. The Company follows Generally Accepted Accounting Principles and complies with Financial Accounting Standards Board regulations to provide a uniform basis for measuring, managing, and reporting Company operations.

Our success in the marketplace is based on the quality of our services, the perception that our services provide value to our clients, and the competence and honesty of our sales presentations. KOL TELECOM prospers only to the degree that we serve our clients well—and treat them, our co-workers, our customers, our vendors, and our competitors fairly and honestly. When we fail to negotiate, perform, or market in good faith, we seriously damage our reputation and lose the loyalty of our clients.

Fair competition is the hallmark of our relationships—our business dealings will be frank and respectful, and we strive to generate mutually advantageous relationships and satisfactory outcomes.

KOL TELECOM believes in doing business with those suppliers, contractors, partners, agents, sales representatives, distributors, and consultants who embrace and demonstrate lofty standards of ethical business behaviour. KOL TELECOM will not knowingly use suppliers who operate in violation of applicable law or regulation, including local, environmental, employment or safety laws.

We are committed to the truthful and accurate communication of information about our services. Promotional materials will be honest and factual, not misleading or deceptive. KOL TELECOM employees are expected to execute Company agreements in an ethical and conscientious manner—and always in accordance with our contractual obligations. We will always obtain proper approvals before deviating from a contract or other agreement.

Every day, thousands of individual tasks are completed successfully that meet or exceed our clients’ expectations and fulfil the Company’s contractual obligations. Quality at KOL TELECOM means doing the job right, on time, and always to the satisfaction of the client. Quality does not come from an “after-the-fact” repair or rework job—it is a behaviour that results in doing our job right the first time, with concern for the highest ethical standards and personal integrity.

Integrity in a business relationship means that all participants are working together for the common good, and are not making decisions based on self-interest. When we act with integrity, we earn trust and build long-term client and customer relationships. When we act, or appear to be acting, in our own self-interest, we lose trust and damage our reputation.

A conflict of interest may arise when doing business with or competing with organizations that employ or are partially owned by family members or close personal friends. Family members include spouse, children, parents and siblings.

You must disclose any matter that casts doubt on your ability to act objectively and in KOL TELECOM best interest. Employees, representatives, and agents of the Company who may have an actual or potential conflict should report all pertinent details in writing to their manager and the Ethics Committee.

Any of the following situations could present a conflict of interest and should be disclosed:

  • Employment by a competitor; regardless of the nature of the employment, while employed by KOL TELECOM. Dual employment may also create time management issues — KOL TELECOM is the primary employer in all such circumstances.
  • Ownership of, or substantial interest in, a Company, which is a competitor or a supplier to KOL TELECOM.
  • Acting independently as a consultant to a KOL TELECOM’s customer or supplier.
  • Using Company assets, intellectual property, or proprietary interests for personal gain.
  • Acceptance of anything of value—such as gifts of more than a nominal value, discounts, or compensation—from an individual or entity that does or seeks to do business with KOL TELECOM.
  • Hiring relatives to work directly for you at KOL TELECOM, especially when you have control or influence over their work assignments, compensation, or promotional opportunities.


To maintain trust in our business relationships, we must always act with integrity. We must steer clear of giving or receiving gifts that are intended to influence, or appear to influence, business decisions. When we accept or give such gifts, it can undermine customer relationships, hurt our reputation, and put the Company in legal jeopardy.

In many industries and countries, gifts and entertainment are used to strengthen business relationships. KOL TELECOM recognizes that gifts, gratuities, and other business courtesies may occasionally be appropriate in building and maintaining business relationships with clients, customers, suppliers, and other stakeholders. Gifts and entertainment should further the business interests of KOL TELECOM and not be lavish or in excess of the generally accepted business practices of one’s industry. However, our employees, representatives, and agents must avoid even the perception of favorable treatment or the appearance of impropriety when offering or accepting any item of value in conducting the Company’s business. Throughout the world, one principle is common and clear: No gift, favor, or entertainment should be accepted or provided if it will obligate or appear to obligate the recipient.

Requesting or soliciting personal gifts, favors, entertainment, or services is unacceptable. Accepting gifts of cash or cash equivalents is also always unacceptable. Additionally, employees may not exploit their position to solicit vendors, including financial institutions, to provide individual preferential treatment in pricing, terms, or loans.

When considering whether to accept or offer a gift, gratuity, or other business courtesy, KOL TELECOM employees are expected to use moderation and prudent judgment. Although specific policies and procedures must be your guide, begin by assuring yourself that any offer you would make or courtesy that you would accept would leave you feeling comfortable if known by your manager, co-worker, family member, or the public. If you are a buyer, influence buying, or are involved in procurement transactions in any way (e.g. determine specifications, evaluate bids, etc.), you must refrain from offering or accepting business courtesies that could be perceived as affecting your objectivity or influencing your decisions. If the “right thing to do” is not obvious, seek guidance from your manager, or the Ethics Committee.

Recipients of prohibited gifts or favors should let management know and return the gift with a letter explaining KOL TELECOM’s policy. If a gift is perishable or impractical to return, management should first attempt to donate it to charity or, alternatively, distribute it to employees, with a letter of explanation to the donor from the originally intended recipient.


KOL TELECOM could be expanding globally in the future. Success in any global business transaction depends on our compliance with country-specific constraints and conditions, and sensitivity to local customs. Laws, regulations, and conventions governing business relationships vary from country to country. KOL TELECOM obligation to comply with U.S. law and regulation does not end, however, when we, or our services, exit the United States, nor does our commitment to treat our stakeholders with concern and respect.


One of KOL TELECOM’s most valuable assets are information. We are contracted with our clients to maintain the security of their customers’ information. Like all other assets, information that is not generally disclosed and is helpful to the Company, client Company, (or would be to competitors) must be protected. Some examples of the areas that offer KOL TELECOM a competitive advantage include : client and customer databases, trade secrets, detailed sales and profit figures, new product or marketing plans, service offering ideas or information and information about potential acquisitions, divestitures, and investments.

Safeguard confidential information by keeping it secure, limiting access to those who have a need to know in order to do their job, disposing of proprietary documents in secure containers and avoiding discussion of confidential information in public areas, for example on planes, elevators and mobile phones. The obligation to preserve ‘KOL TELECOM’ confidential information is ongoing, even after employment ends.

KOL TELECOM employees will protect the Company’s intellectual property, and act responsibly with the sensitive information of clients, competitors, customers, and other stakeholders. Each employee and those that are granted access to such sensitive information (including Company private, competition sensitive, and proprietary information) are obligated to protect and maintain its confidentiality and are prohibited from disclosing it unless authorized by designated Company officials. This sensitive information also includes bid prices, competitor pricing, or technical data, or proposal evaluations. Sensitive information from other companies (or proprietary information)—whether marked with a restrictive legend or unmarked—may only be used for the purpose(s) authorized by the owner Company.

KOL TELECOM employees will not use improper means to seek proprietary information about a competitor—especially theft, illegal entry, electronic eavesdropping, or surveillance. We will not misrepresent ourselves, our positions, or our circumstances to persuade another to release information (by posing as a customer, for example), nor will we commission a third party to do so. Similarly, we will be careful not to transfer outside the Company confidential electronic mail messages or any message intended for internal use only. We will respect our co-workers' personal privacy and protect private personnel information from those inside or outside KOL's who have no need to know. We trade on trust and our reputation for integrity. Devious tactics that undermine the confidence others have in us do not follow our ethical principles.


Effective use of Company resources is critical to our bottom line. When we use Company resources wisely, we demonstrate our efficiency. When we waste Company resources, we increase Company costs and reduce productivity.

All employees are entrusted with numerous Company assets, and have a special responsibility to protect them. This includes not only cash and other financial assets, but also assets like office equipment, inventory, computer networks and supplies.

KOL TELECOM commits to our shareholders and clients that our employees and partners will demonstrate good judgment and discretion when utilizing Company or client-owned resources. Such resources include computers, telephones, Internet access, electronic mail (email) tools, voice mail, reproduction equipment, printers, facsimile systems, office supplies and facilities. Likewise, we will exercise prudence in our expenditures, pursuing best value and return on our investments.

Company computers, printers or networks may only be used in accordance with Company policy, and may never be used to access, receive or transmit material that others would find offensive. Unauthorized copying of software, tapes, books and other legally protected work is a misuse of assets and may expose the Company to legal liability.

Any act by a KOL TELECOM employee that involves theft, fraud, embezzlement, or misappropriation of any property is prohibited and will be grounds for immediate termination.

Employees shall use Company or customer-owned assets first and foremost for business purposes and to advance the Company’s strategic objectives. However, occasional limited personal use may occur when it does not compromise KOL TELECOM’s interests. Each of us is responsible for safeguarding these assets—never borrowing or removing them from Company premises without proper authorization and always being mindful not to deplete their value, add significant cost for the Company, or use them in a manner that adversely affects the Company’s reputation.

When using the Company’s assets for personal reasons, follow these guidelines:
  • Do not use KOL TELECOM assets in support of a personal business, consulting effort, or similar private venture, or to support the business of another Company or firm, outside fund raising activity, political activity, or lobbying
  • Limit time spent to a reasonable duration and frequency—always incidental to your workday and never charged to the Company or client. Use may not interfere with, or adversely affect, your job performance or that of any other person or organizational requirement.
  • Do not use KOL TELECOM assets to support any illegal or other purpose that could cause embarrassment to KOL TELECOM or otherwise adversely affect its interests.
  • Do not use KOL TELECOM assets to be disruptive or offensive (e.g., involving sexually explicit materials, or materials that are discriminatory, hateful, or threatening) to others.
  • Do not sell, loan, give away, or dispose of KOL TELECOM property without proper authorization.
  • When unsure of what constitutes appropriate use of KOL TELECOM’s assets, consult with your manager or the Ethics committee.
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