Code of Business Conduct and Ethics
This Code of Business Conduct and Ethics (the “Code”) is designed to promote honest, ethical and lawful conduct by all employees, officers and directors of Innodata Inc. and all subsidiaries and entities controlled by it (collectively, “Innodata” or, the “Company”). The Code is intended to help employees, officers and directors understand Innodata’s standards of ethical business practices and to stimulate awareness of ethical and legal issues that may be encountered in carrying out their responsibilities.
The actions of every employee, officer and director affect the reputation and integrity of Innodata. Therefore, it is essential that each take the time to review this Code and develop a working knowledge of its provisions. In particular, all employees, officers and directors are expected at all times to:
- Avoid conflicts between personal and professional interests;
- Pursue the honest and ethical handling of actual or apparent conflicts of interest when conflicts or appearance of conflicts are unavoidable, including through full disclosure of any transaction or relationship that reasonably could be expected to give rise to a conflict;
- Provide full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by Innodata with regulators and in other public communications made by Innodata;
- Comply with applicable governmental rules and regulations;
- Promptly report any violations of this Code; and
- Be accountable personally for adherence to this Code.
This Code is part of a broader set of Company policies and compliance procedures described in greater detail in Innodata’s Personnel Handbook and distinct Company policies.
Failure to follow this Code, as well as to comply with federal, state, local and any applicable foreign laws, and Innodata’s corporate policies and procedures, may result in termination of employment or termination of board service.
It is Innodata’s policy to encourage the communication of bona fide concerns relating to the lawful and ethical conduct of business, and audit and accounting procedures or related matters. It is also the policy of Innodata to protect those who communicate bona fide concerns from any retaliation for such reporting. Confidential and anonymous mechanisms for reporting concerns are available and are described in this Code. However, anonymous reporting does not serve to satisfy a duty to disclose your potential involvement in a conflict of interest or in unethical or illegal conduct.
1. Conflicts of Interest
Innodata expects all employees, officers and directors to exercise good judgment and the highest ethical standards in their activities on behalf of Innodata as well as in their private activities outside Innodata. Particular care should be taken to ensure that no detriment to the interests of Innodata may result from a conflict between those interests and any personal or business interests which an individual employee, officer or director may have. In particular, every employee, officer and director has an obligation to avoid any activity, agreement, business investment or interest or other situation that causes the individual to place his or her own interests, or those of another, above his or her obligation to Innodata.
While it is not possible to describe or anticipate all the circumstances and situations that might involve a conflict of interest, conflicts may arise where an employee, officer or director, or member of his or her family:
- Solicits or accepts, directly or indirectly, from customers, suppliers or others dealing with Innodata any kind of gift or other personal, unearned benefits as a result of his or her position in Innodata (other than occasional holiday gifts or general promotional items, in either case of nominal intrinsic value);
- Has a financial interest in Innodata’s competitors, customers, suppliers or others dealing with Innodata (excluding interests that are less than 2% of the outstanding securities of a publicly-traded corporation or equivalent percentage of ownership interests in an unincorporated business);
- Has a consulting, managerial or employment relationship in any capacity with a competitor, customer, supplier or others dealing with Innodata, or
- Acquires, directly or indirectly, real property, leaseholds, patents or other property or rights in which Innodata has, or the employee, officer or director knows or has reason to believe at the time of acquisition that Innodata is likely to have, an interest.
Employees, officers and directors, and members of their families are prohibited from soliciting or accepting, directly or indirectly, from customers, suppliers or others dealing with Innodata any kind of “under-the table” payment, “kickback,” bribe, rebate, or other improper payment or gratuity in connection with any corporate expenditure.
Innodata’s employees and officers are expected to devote their full time and attention to Company business during regular working hours and for whatever additional time may be reasonably required. Employees and officers should avoid outside business activities that divert their time and talents from Innodata’s business. Innodata encourages professional activities and community involvement, but expects that employees and officers will take special care not to allow time devoted to such activities to compromise duties owed to Innodata.
2. Protection and Proper Use of Company Assets
Every employee, officer and director has a personal responsibility to protect the assets of Innodata from misuse or misappropriation. The assets of Innodata include tangible assets, such as products, equipment and facilities, as well as intangible assets, such as corporate opportunities, intellectual property, trade secrets and business information (including any nonpublic information learned as an employee, officer or director of Innodata).
No employee, officer or director of Innodata shall for personal or any other person’s or entity’s gain deprive Innodata of any business opportunity which could be construed as related to any existing or reasonably anticipated future activity of Innodata. Employees, officers and directors who learn of any such opportunity through their association with Innodata may not disclose it to a third party or invest in the opportunity without first offering it to Innodata.
No employee, officer or director of Innodata who is entrusted with information of a confidential or proprietary nature (about Innodata, its suppliers, customers or other constituents) shall disclose that information outside Innodata, either during or after service with Innodata, except with written authorization of Innodata or as may be otherwise required by law. Employees, officers and directors may not use confidential information for their own personal benefit or the benefit of persons or entities outside Innodata.
Confidential information includes all non-public information learned as an employee, officer or director of Innodata. It includes, but is not limited to:
- Non-public information that might be of use to competitors, of interest to the press, or harmful to Innodata or its customers, if disclosed;
- Non-public information about Innodata’s financial condition, prospects or plans, its marketing and sales programs and research and development information, as well as information relating to mergers and acquisitions, stock splits and divestitures;
- Non-public information concerning possible transactions with other companies or information about Innodata’s customers, suppliers or joint venture partners, which Innodata is under an obligation to maintain as confidential; and
- Non-public information about discussions and deliberations, relating to business issues and decisions, between and among employees, officers and directors.
The foregoing is in addition to the provisions contained in Innodata’s standard “Agreement Concerning Confidentiality and Non-Disclosure.”
3. Compliance with Other Laws, Rules & Regulations
Innodata expects its employees, officers and directors to comply with all applicable laws and material rules and regulations in countries where Innodata does business. Violation of domestic or foreign laws and regulations may subject an individual, as well as Innodata, to civil and/or criminal penalties.
Insider Trading and Fair Disclosure
No employee, officer or director may trade in securities while in possession of material inside information or disclose material inside information to third parties (“tipping”). Material inside information is any information that has not reached the general marketplace and is likely to be considered important by investors deciding whether to trade (e.g., earnings estimates, significant business investments, mergers, acquisitions, dispositions and other developments, expansion or curtailment of operations, and other activity of significance). Using material inside information for trading, or tipping others to trade, is both unethical and illegal.
Accordingly, no employee, officer or director of Innodata may: (a) trade securities of Innodata or any other company while in possession of material inside information with respect to that company; (b) recommend or suggest that anyone else buy, sell, or hold securities of any company while the employee is in possession of material inside information with respect to that company (this includes formal or informal advice given to family, household members and friends); and (c) disclose material inside information to anyone, other than those persons who need to know such information in order for Innodata to properly and effectively carry out its business (e.g., to lawyers, advisers and other Innodata employees working on the matter). Of course, where material inside information is permitted to be disclosed, the recipient should be advised of its non-public nature and the limitations on its use. Any questions as to whether information is material or non-public should be directed to Innodata’s General Counsel. For additional information, refer to Innodata’s “Trading Policy for Innodata Stock.”
Additionally, all employees, officers and directors must provide full, fair and accurate disclosure in all government filings and public communications.
Inquiries from the Media and Public
Innodata is committed to providing full, fair and accurate disclosure in all public communications and in compliance with all applicable laws, regulations and rules. Consistent with this commitment and Innodata’s policies regarding Insider Trading and Fair Disclosure (see above), employees, officers and directors (other than the Chief Executive Officer, the Chief Accounting Officer, and the principal investor relations contact) are not authorized to answer questions from the media, analysts, investors or any other members of the public pertaining to the financial condition of Innodata, anticipated financial results of Innodata, or otherwise related to the disclosure contained (or anticipated to be contained) in periodic reports filed with the Securities and Exchange Commission (U.S.). If you should receive such an inquiry, you must record the name of the person and immediately notify the Chief Executive Officer, the Chief Accounting Officer, or Innodata’s investor relations contact as set forth at www.innodata.com.
Political Contributions and Activities
In the United States, federal and many state laws prohibit corporations from making political contributions. No direct or indirect political contribution (including the use of Company property, equipment, funds or other assets) of any kind may be made in the name of Innodata, or by using Company funds, unless Innodata’s Board of Directors has approved of such contribution and its General Counsel or legal counsel has certified in writing that such political contribution complies with applicable law. When such permission is given, such contributions shall be by check to the order of the political candidate or party involved, or by such other means as will readily enable Innodata to verify, at any given time, the amount and origin of the contribution.
Foreign Corrupt Practices Act
Innodata strictly prohibits giving anything of value directly or indirectly, to a governmental official, agent or employee anywhere in the world in consideration for such official’s, agent’s or employee’s assistance or influence (including the failure by such individual to perform his/her official duty), the purpose of which is to obtain favored treatment with respect to obtaining, retaining or directing business to Innodata.
4. Accounting Practices, Books & Records and Record Retention
It is the policy of Innodata to fully and fairly disclose the financial condition of Innodata in compliance with applicable accounting principles, laws, rules and regulations and to make full, fair, accurate timely and understandable disclosure in our periodic reports filed with the Securities and Exchange Commission (U.S.) and in other communications to securities analysts, rating agencies and investors. Honest and accurate recording and reporting of information is critical to our ability to make responsible business decisions. Innodata’s accounting records are relied upon to produce reports for Innodata’s management, rating agencies, investors, creditors, governmental agencies and others. Our financial statements and the books and records on which they are based must accurately reflect all corporate transactions and conform to all legal and accounting requirements and our system of internal controls.
Any effort to mislead or coerce the independent auditors or a member of internal audit staff concerning issues related to audit, accounting or financial disclosure has serious legal consequences for the perpetrator, including criminal sanctions, and for Innodata and is strictly prohibited.
If you become aware of any violation of this policy, you must report the matter immediately, in writing, to Innodata’s Board Ethical Conduct Administrator at:
Attention: Board Ethical Conduct Administrator
55 Challenger Road, Suite 202
Ridgefield, New Jersey 07660
Destroying or altering a document with the intent to impair the document’s integrity or availability for use in any potential official proceeding is a crime. Prior to the destruction of corporate records, all employees must consult an appropriate manager to ensure compliance with Company policies. Documents relevant to any pending, threatened, or anticipated litigation, investigation, or audit shall not be destroyed for any reason.
Any waivers of this Code may be made only by the Board Ethical Conduct Administrator to which such responsibility has been delegated.
6. Duty to Report Violations
Each employee, officer and director is responsible for promptly reporting to Innodata any circumstances that such person believes in good faith may constitute a violation of this Code, or any other Company policy, or applicable law, regulations and rules. Suspected violations may be reported (including confidential and anonymous reports) by telephone (201-371-8239) or letter to Innodata’s Board Ethical Conduct Administrator at Innodata’s executive offices, which are located at 55 Challenger Road, Ridgefield, New Jersey 07660.
Innodata will not permit or tolerate any retaliation against any individual who in good faith reports violations of this Code. While Innodata strongly prefers that any individual who wishes to make such a complaint identifies him/herself (to assist in the understanding of the concerns expressed), Innodata will accept and investigate anonymous reports of known or suspected violations. Every effort will be made to investigate confidential and anonymous reports within the confines of the limits on information or disclosure such reports entail.
7. Violations of this Code
Violations of this Code may result in, among other actions, suspension of work duties, diminution of responsibilities or demotion, termination of employment, and termination of board service.
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