A. Importance of Ethics – Conducting our business honestly, ethically and properly is critical to MTI’s continued success and growth. MTI has long had procedures relating to business ethics in order to help us maintain our good reputation and conduct our business activities in a compliant manner.
B. The Code – In furtherance of our commitment to ethical business conduct, MTI’s Board of Directors has approved this Code of Business Conduct and Ethics (the “Code”). It summarizes our policy with respect to ethical business conduct. Compliance with this Code by our directors, officers and employees will help us successfully perform our business activities, maintain our good reputation and create an effective and positive working environment.
C. Other Company Procedures -This Code is supplemented by other MTI policies and procedures relating to ethics and legal compliance issues.
D. Basic Standards – This Code sets out the basic standards of ethics and conduct for our directors, officers and employees. These standards, together with other applicable company policies and procedures, are designed to promote honest and ethical conduct, but will not cover all situations. If a law conflicts with our ethics policy, you must comply with the law. On the other hand our ethics policy, as expressed in this Code and supplemented in other policies and procedures, takes precedence in the event of a conflict with a particular local custom or practice.
E. Violations – Violations of the standards set out in this Code will be subject to disciplinary action.
F. Non-Retaliation – MTI will protect any person who pursuant to this Code and in good faith reports a potential ethics matter. The Company will not take any retaliatory actions against such persons.
G. Where to Go With Questions – All employees should be familiar with this Code and other applicable company policies and procedures, which are published on our internal computer network. The Code may also be found on MTI’s website: http://www.mtiwe.com under “About – Ethics and Conduct”. If you have any doubts regarding whether a particular situation might violate our ethics standards, or if you have any other questions regarding ethics issues, you should contact in writing MTI’s Chief Compliance Officer or otherwise through our “Whistle-blower” process as further described below. The matter will be reviewed and appropriate action will be taken consistent with this Code, other company policies and procedures and applicable law.
You are subject to this Code if you are a director, officer or employee of MTI Wireless Edge Ltd. or any of its wholly-owned subsidiaries (collectively referred to as “MTI”). For our subsidiaries outside of Israel the Code may be supplemented or adapted to reflect applicable local requirements). In addition, this Code applies to your own actions as well as those you may conduct indirectly through relatives, friends or other personal relationships. We also expect our suppliers, vendors, distributors and value added resellers to comply with these ethical standards.
3. Honest and Ethical Conduct
Each person subject to this Code has the responsibility to act honestly and ethically in conducting activities on behalf of MTI. Your responsibility applies to your interaction with our other directors, officers and employees, and to MTI itself. You are expected to act in good faith and with responsibility, due care, competence and diligence. You should use your independent judgment with respect to questionable behavior and at all times conduct yourself in a manner that meets with our ethical standards.
4. Compliance with Laws, Rules and Regulations
You are required to comply with all applicable laws, governmental rules and regulations. This includes, but is not limited to regulations relating to the conduct of government tenders and procurement integrity. Although you are not expected to know the details of all applicable laws, rules and regulations, we expect you to be familiar with MTI’s published policies and procedures and to seek advice from our management if you have any questions about whether a legal requirement applies to a particular situation or what conduct may be required to comply with any law, rule or regulation.
5. Public Disclosures
MTI’s policy is to provide appropriate disclosure in all reports and documents that we file with, or submit to, the Israel Securities Authority, the London Stock Exchange – AIM, as well as in all other public communications made by MTI.
6. Insider Trading
Since the shares of MTI are publicly traded, all persons having “inside information” regarding our activities are subject to applicable laws and regulations against “insider trading”. If you have access to material, non-public information concerning MTI, you are not permitted to use or share that information for stock trading purposes, or for any other purpose except the conduct of our business. All non-public information about MTI should be considered confidential information. Insider trading, which is the use of material, non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information, is not only unethical but also illegal. The prohibition on insider trading applies not only to MTI’s securities, but also to securities of other companies if you learn of material non-public information about these companies in the course of your duties for MTI. Violations of this prohibition against “insider trading” may subject you to criminal or civil liability, in addition to disciplinary action by MTI.
MTI is committed to conducting business with the highest ethical principles, including compliance with anti-bribery standards. We maintain a zero tolerance policy towards corruption. We are active in numerous markets, requiring compliance with the anti-bribery laws of many jurisdictions. This includes applicable Israeli law, such as Israel’s Criminal Code and Israel’s ratification of the Organization for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the U.N. Convention Against Corruption. There are also other anti-bribery laws throughout the world which apply in the countries in which we do business. Our policy regarding anti-bribery compliance, as well as business entertainment and gifts, is contained in our Anti-Bribery Compliance Policy, which can be found on MTI’s website: http://www.mtiwe.com under “About – Ethics and Conduct”.
8. Fair Dealing
You should deal fairly with our suppliers, competitors and employees as well as others with whom MTI does business. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentations or any other unfair-dealing practice.
9. Conflicts of Interest
You should handle ethically any actual or apparent conflict of interest between your personal and business relationships. Conflicts of interest are prohibited as a matter of policy. A “conflict of interest” exists when a person’s private interest interferes, or might reasonably be considered to interfere, in any way with the interests of MTI. A conflict situation arises if you take actions or have interests that interfere with your ability to perform your work for MTI objectively and effectively. Conflicts of interest also may arise if you, or a member of your family or other person affiliated with you as defined in Section 9.D below, receives an improper personal benefit as a result of your position with MTI.
If you become aware of any transaction or relationship that reasonably could be expected to give rise to a conflict of interest, you should report it promptly to a member of the compliance committee, our Chief Compliance Officer, MTI’s chairman of the audit committee or as otherwise provided in the Whistle-blower process attached to this Code.
The following are examples of standards applying to certain common situations where potential conflicts of interest may arise. These examples should also be read in light of indirect violations as described in Section 9.D below.
A. Gifts, Entertainment and Other Personal Benefits.
Personal gifts, entertainment or other benefits may only be offered or accepted by persons doing business with or on behalf of MTI if done in a reasonable way in the ordinary course of the business relationship. In addition, the frequency and cost of any such gifts, entertainment or personal benefits should be in nominal amounts/value only so as not to affect, or appear to affect, the ability to exercise independent business judgment. See also the business entertainment and gifts provisions in our Anti-Bribery Compliance Policy referred to in Section 7 above.
B. Outside Business Activities
The determination of whether any outside position an employee may hold is improper will depend on the facts and circumstances of each case. Your involvement in trade associations, professional societies, and charitable and similar organizations normally does not create a conflict of interest. However, if those activities are likely to take substantial time from or otherwise conflict with your responsibilities to MTI, you should obtain prior approval from your supervisor. For a director, employment or affiliation with an organization with which MTI does business or competes must be fully disclosed to our Board of Directors and must satisfy any other standards established by applicable law, rules (including rules of any applicable stock exchange) or regulation and any other corporate governance guidelines that MTI may establish.
C. Corporate Opportunities
You are prohibited from exploiting for your personal advantage, opportunities that are discovered through the use of company resources, information or position, unless all required approvals are obtained. Similarly, you may not compete with MTI. You owe a duty to advance MTI’s legitimate interests whenever the opportunity to do so arises.
D. Indirect Violation
You should not indirectly (such as through a spouse, family member, affiliate, friend, partner, associate or an entity with which you have an active or significant business or financial relationship) have any interest or engage in any activity that would violate this Code if you directly had the interest or engaged in the activity. Any such relationship should be fully disclosed to a member of the compliance committee, our Chief Compliance Officer or MTI’s chairman of the audit committee (in the case of a director to the Board of Directors), in order to determine whether the relationship is inappropriate based upon the standards of this Code.
10. Political Activity
MTI policy is not to promote specific political affiliations. However, you are free to engage in political activities on your personal time so long as those activities do not interfere with your work for MTI, and you do not involve or associate MTI in those activities in any way. Use of company property or resources for political purposes is prohibited.
11. Protection and Proper Use of Company Assets
You should protect and properly use MTI’s assets and property. Theft, carelessness, and waste have a direct impact on our profitability. All company assets should be used only for legitimate business purposes. Use of our computer networks and other communication channels for inappropriate purposes is prohibited. Use of computer networks and communication channels for personal reasons should be reasonable, kept to a minimum and not interfere with business activities.
The obligation of employees to protect company assets includes our proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing, financial, human resources, technical and administrative information that has not been properly released to the public domain. Unauthorized use or distribution of this information violates MTI’s policy. It could also be illegal and result in civil or even criminal penalties. Except when disclosure is specifically authorized or legally required, you should maintain the confidentiality of all nonpublic information that you obtain in the course of your work activities, whether or not entrusted to you by MTI or by persons with whom we do business.
13. Use of Social Media
A. Scope of Social Media
We recognize that external social media and online networking sites (“Social Media”) provide opportunities to share information, ideas and perspectives and are widely used in many aspects of daily life. Examples of Social Media include Facebook, Twitter, YouTube, LinkedIn and various blogging sites, among others. While the Company understands that private use of Social Media has become a regular part of all of our lives, employees and anyone else representing MTI need to know that accessing or using Social Media in any way connected to MTI creates risks to the Company and is strictly regulated as described below.
B. Potential Risks
Employees should be aware that even the private use of Social Media poses potential risks. Inappropriate use of Social Media has the potential to cause damage to you, as well as to the Company if it is possible to identify from Social Media that you are an employee of the Company. Anything you post on Social Media may become public and be exposed for a long time. Also, today’s cyber environment poses significant risks from hostile politically motivated sources as well as from cyber criminals, both with respect to MTI and in general. Not only is there a potential risk of cyber attack if you are linked to the Company’s IT systems in your use of Social Media, but there is also the risk that use of your private computer and e-mail address may expose you to cyber crime or politically motivated cyber or other forms of attacks.
C. Rules for use of Social Media
Due to the above-mentioned risks, the following rules apply to use of Social Media by Company employees and representatives:
1. When you join or connect to Social Media – make sure you use only your private e-mail address and not your Company e-mail address.
2. You are expected to maintain confidentiality. Do not discuss on Social Media anything related to Company business, whether or not relating to proprietary Company information.
3. Be aware that any comments you may make in a private capacity on Social Media may be linked to the Company if it is possible for outside persons to identify that you are a Company employee or representative. Such comments may harm the Company’s image or good name or expose the Company to potential legal actions.
4. You should be aware that posting the Company logo, indicating on Social Media that you work for MTI or “tagging” pictures of yourself or other employees can create risks for you, the Company and other employees. Therefore, it is recommended not to do so. Also, posting a resume on Social Media that discusses specific projects, customers or products is an inappropriate and unacceptable exposure of Company information.
5. If you believe that there is potentially damaging information about the Company appearing in Social Media, or that a response is desired to something about the Company that appears on Social Media, refer the matter to the Company CFO for handling. Do not make any representations or responses on behalf of the Company or engage in a dialogue relating to the Company on Social Media, even if you think that you are defending the Company or saying something positive.
6. You are personally responsible for whatever you publish on social media and you are expected to follow the above guidelines. The making of unauthorized or potentially damaging comments will be followed by disciplinary actions.
14. Code Interpretations and Approvals
If it is not clear to you whether a particular activity or relationship is improper or if an approval is required under this Code or other related policies or procedure, you should disclose it to a member of the compliance committee, our Chief Compliance Officer or MTI’s chairman of the audit committee (if you are a director to the Board of Directors). A determination will then be made as to whether there is a violation of the Code or whether an approval can be granted. You may be required to agree to conditions before receiving any required approval. Approvals granted to an executive officer or director may be subject to regulatory disclosures and other requirements.
15. Reporting any Illegal or Unethical Behavior
A. Importance of Reporting
Reporting of illegal or unethical conduct is an important element in our ability to meet the standards described in this Code. You should promptly report violations of laws, rules, regulations or this Code to our Chief Compliance Officer or to a member of the Audit Committee of our Board of Directors as provided in the Whistle-blower process attached hereto. Employees are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation. All reports of violations of this Code will be promptly investigated and, if found to be accurate, acted upon in a timely manner. Employees are expected to cooperate in internal investigations of misconduct.
B. Reports Relating to Financial Matters or Internal Controls.
If any report of wrongdoing relates to accounting or financial reporting matters, or relates to persons involved in the development or implementation of our system of internal controls, and such report is not provided directly to a member of the Audit Committee of our Board of Directors, a copy of the report will be promptly provided to the chairman of the audit committee, and the Audit Committee may participate in the investigation and resolution of the matter.
C. Whistle-blower Process
In order to encourage employees to report violations of applicable laws, rules, regulations or this Code, such reports need not be signed and may be sent anonymously. It is our policy not to allow actual or threatened retaliation, harassment or discrimination due to reports of misconduct by others made in good faith by employees. Our Whistle-blower process, attached hereto as Annex A, has been approved by the Audit Committee of our Board of Directors. It enables employees to report matters in a discrete manner directly to our Chief Compliance Officer, or if they so choose to a member of the Audit Committee.
D. Reports to the Audit Committee
The Chief Compliance Officer provides quarterly reports to the Audit Committee regarding ethics matters, and the Audit Committee will be promptly notified with respect to any ethics issues relating to financial or internal control matters.
E. Addresses for Reporting. Reports or questions relating to this Code may be addressed to our Chief Compliance Officer or members of our Audit Committee in accordance with the addresses set forth in Annex A hereto.
16. The Code is Enforceable by MTI Only
This Code is for the benefit of MTI, and no other person or entity is entitled to enforce this Code. This Code does not, and should not be interpreted to, create any private cause of action or remedy in any other person or entity for a violation of the Code. In addition, this Code should not be construed as a contract of employment and does not change any person’s employment status.
17. Summary of What You Are Expected To Know and Do
A. Be Familiar with the Code.
You are expected to be familiar with this Code and other related company policies and procedures.
B. The Code is Only a General Guideline.
This Code is intended as a statement of basic principles and standards and does not include specific rules that apply to every situation. The Code also should be viewed within the framework of our other policies, procedures, practices, instructions and the requirements of the law. In addition, the absence of a specific corporate policy, procedures, practice or instruction covering a particular situation does not relieve you of the responsibility for acting ethically under the circumstances.
C. Checklist of Things to Consider.
In many situations it may be difficult to know the proper course of action. Because this Code does not anticipate every situation that may arise, it is important that you approach a new question or problem in a deliberate fashion:
(1) Determine if you know all the facts and identify exactly what it is that concerns you.
(2) Discuss the problem with a supervisor or the Chief Compliance Officer.
(3) Seek help from other resources such as other management personnel.
(4) Seek guidance before taking any action that you believe may be, or may appear to be, unethical or improper.
D. The Standards to Which You Will be Held.
You are expected to meet the following compliance standards:
(1) You are personally responsible for your own conduct and for complying with all provisions of this Code and for properly reporting known or suspected violations.
(2) If you are a supervisor, manager or officer, you should use your best efforts to ensure that employees understand and comply with this Code.
(3) No one has the authority or right to order, request or even influence you to violate this Code or the law. A request or order from another person will not be an excuse for your violation of this Code.
(4) Any attempt by you to induce a director, officer or employee of MTI to violate this Code, whether successful or not, is itself a violation of this Code and may be a violation of law.
(5) Any retaliation or threat of retaliation against any director, officer or employee of MTI for refusing to violate this Code, or for reporting in good faith the violation or suspected violation of this Code, is itself a violation of this Code and our Whistle-blower process and may be a violation of law.
E. Violations Will be Disciplined
Violation of any of the standards contained in this Code, or in any other policy, practice or instruction of MTI, can result in disciplinary actions, including dismissal and civil or criminal action against the violator.
ANNEX A. “Whistle-blower” Process
Introduction – MTI has adopted this “Whistle-blower” process as part of our ongoing efforts to ensure compliance with applicable legal requirements and business ethics policies. The purpose of this process is to encourage employees to report, in a non-threatening and non-retaliatory manner, suspected legal or ethical violations. MTI’s Code of Business Conduct and Ethics (the Code”) as approved by our Board of Directors, requires our directors, officers and employees to maintain ethical standards in the course of performing activities relating to MTI. The Code also requires cooperation in helping to maintain and enforce those standards.
Reporting Concerns or Complaints – Taking action to prevent ethical problems is a critical part of our ethics policy. If you observe any conduct that you suspect may be illegal or in violation of the Code, you should report your concerns. You are encouraged to provide relevant information relating to such suspicions, without regard to the position held by the suspected offender. This includes, among other matters described in the Code, any suspected violations of our standards for financial reporting and internal controls.
You are requested to notify in writing MTI’s internal auditor (Chief Compliance Officer), Mr. Eyal Weitzman, with any information, complaint or concern regarding suspected legal or ethical violations by:
If you prefer you may instead notify in writing to any member of the Audit Committee of MTI in the Company’s address.
In order to be better able to respond to any information, we would prefer that you identify yourself and give us your telephone number and other contact information when you make your report. However, we will accept anonymous reports if you so choose.
Confidentiality – All notices, reports and information received under this process will be treated in a confidential manner. Every reasonable effort will be made to handle the matter with discretion and to protect the identity of those who make reports as well as those who are being investigated. However, if necessary to conduct a proper review or to comply with legal requirements, our Audit Committee, independent accountants or others may become involved in the review process. Also, if it becomes apparent that there has been a violation of law notifications may be made to the appropriate authorities.
Retaliation – MTI policy is to protect anyone who in good faith:
(1) reports a possible violation of law or the Code.
(2) reports any other concerns regarding questionable practices.
(3) assists in the investigation of a reported violation.
This is the case whether or not it turns out that the report is mistaken.
Retaliation in any form against someone who takes such actions will not be tolerated. Any act of retaliation should be reported immediately and will be investigated.
Questions – If you have any questions about the Whistle-blower process or other issues relating to the Code or MTI other related policies and procedures please feel free to contact our Chief Compliance Officer as indicated above.