Code of Conduct and Ethics

Preface

The Board of Directors of Avnon Group. (the “Company”) has adopted this Code of
Conduct (the “Code”) for its directors, officers and other employees (individually,
“Avnon Party” and collectively, “Avnon Parties”).We  conduct our operations ethically and in alignment with “Best Practices” and al legal requirements. 
This Code has been reasonably designed to deter wrongdoings and to promote:

  • Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • Full, fair, accurate, timely, and understandable disclosure in reports and documents that are filed by the Company pursuant to any applicable law;
  • Compliance with applicable governmental laws, rules, policies and regulations;
  • The prompt internal reporting of violations of this Code to an appropriate person or persons identified in this Code; and
  • Accountability for adherence to this Code.

Our employee code of ethics and business conduct outlines our expectations regarding the behavior of our employees towards other members, customers, suppliers, stakeholders, and society.
Our company stands for the core values of synergy, honesty, and integrity. As such, we expect all organisation members to be directed by the same values in their judgment and behavior.
Open communication and expression should be guided by the desire for a respectful, safe, and collaborative working environment.

Scope

This policy applies to all organisational members regardless of rank or employment type.

Honest and Ethical Conduct

Avnon Parties are expected to act and perform their duties ethically and honestly and with the utmost integrity. Honest conduct is considered to be conduct that is free from fraud or deception. Ethical conduct is considered to be conduct conforming to accepted professional standards of conduct. Ethical conduct includes the ethical and appropriate handling of actual or apparent conflicts of interest between personal and professional relationships as discussed in below. Avnon Parties are expected to act with unfettered discretion at all times.

Integrity

All employees should fulfill their work with integrity and respect toward our stakeholders.
Members are discouraged from accepting gifts from clients, or partners for the benefit of another party. We are all expected to avoid any personal, financial or other interests that may interfere with the quality of work.

Professionalism

Employees must show integrity and professionalism in every aspect of conduct, including matters involving absenteeism, tardiness, and dress code compliance. Personal appearance should project the company’s commitment to professionalism.

Compliance with Law

Employees must work to protect the company and its legal interests by complying with all environmental, trading, safety, and privacy laws.
It is the Company’s policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each Avnon Party to adhere to the standards and restrictions imposed by those laws, rules and regulations, and in particular, those relating to accounting and auditing matters.
Any Avnon Party who is unsure whether a situation violates any applicable law, rule, regulation or Company policy should discuss the situation with the Company Secretary & CFO or Company’s legal counsel.

Conflicts of Interest

A conflict of interest exists where the interests or benefits of one person or entity conflict or appear to conflict with the interests or benefits of the Company. While it is not possible to describe every situation in which a conflict of interest may arise, Avnon Parties must never use or attempt to use their position with the Company to obtain improper personal benefits. Any Avnon Party who is aware of a conflict of interest, or is concerned that a conflict might develop, is required to discuss the matter with a higher level of management promptly. Senior financial officers may, in addition to speaking with the General Counsel, also discuss the matter with the audit committee of the Company.

Anti-Bribery Policy; Israeli SEC Law;

Avnon Parties are expected to act and perform their duties in full compliance with the Company’s anti-bribery policy and the Israeli SEC law, which policies are attached hereto.

Use of Company Resources

Company resources, including time, material, equipment and information, are provided for company business use. Nonetheless, occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace.
The Avnon Parties shall act for the best interests of the Company. Furthermore, the Avnon Parties shall use and/or utilize any asset of the Company only in the ordinary course of their duties in the Company, and no Avnon Party shall make any use and/or shall utilize any asset of the Company for its own personal benefit and/or interest; The Avnon Parties shall ensure the due use and protection of the Company’s assets and its rights in relation thereto; In this paragraph, the term “asset” shall include any right and/or asset of the Company, tangible or intangible, including, without limitation, products, brands, trademarks, copy rights, patents, pending patents, commercial secrets, drafts, reports, data, information, suppliers, marketing strategy and/or any other asset, right or information which is related and/or significant to the Company and/or the business thereof.

Disclosure

Senior financial officers are responsible for ensuring that the disclosure in the Company’s periodic reports is full, fair, accurate, timely and understandable. In doing so, Senior financial officers shall take such action as is reasonably appropriate to (i) establish and comply with disclosure controls and procedures and accounting and financial controls that are designed to ensure that material information relating to the Company is made known to them; (ii) confirm that the Company’s periodic reports comply with the requirements of any applicable law; and (iii) ensure that information contained in the Company’s periodic reports fairly presents in all material respects the financial condition and results of operations of the Company.
Senior financial officers will not knowingly (i) make, or permit or direct any person or persons to make materially false or misleading entries in the Company’s, or any of its subsidiaries, financial statements or records; (ii) fail to correct materially false and misleading financial statements or records; (iii) sign, or permit another to sign, a document containing materially false and misleading information; or (iv) falsely respond, or fail to respond, to specific inquiries of the Company’s independent auditor or outside legal counsel.

Media Inquiries

Avnon Group, is a high-profile company and from time to time, employees may be approached by reporters and other members of the media. In order to ensure that we speak with one voice and provide accurate information about the company, we should direct all media inquiries to the Marketing Department. No one may issue a press release without first consulting with the Group’s CMO.

Safety in the Working Environment

All employees should respect their colleagues, supervisors, and customers. Any discriminatory behavior or harassment will not be tolerated.

Care for the Physical Environment

Avnon Group is dedicated to maintaining a healthy environment. Employees should treat company property and their physical environment with respect and care.

Internal Reporting; Whistleblowing

Whistleblowing is where a Avnon Party reports suspected wrongdoing in the Company (this situation is also referred as “making a disclosure in the public interest”); Avnon Parties shall take all appropriate action to stop any known misconduct by fellow Avnon Parties that violate this Code. To this end, Avnon Parties shall report any known or suspected misconduct to the higher level of management and the legal counsel or, in the case of misconduct by a senior financial officer, also to the chairman of the Company’s audit committee. In addition, Avnon Parties are encouraged to use the Company’s confidential internal reporting system to report breaches of this Code. The Company will not retaliate or allow retaliation for genuine reports made in good faith; In this paragraph, the term “misconduct” shall include (i) any Avnon Party’s wrongdoing, misconduct and/or any wrongful, illegal and/or inappropriate acts or events made or caused by an Avnon Party, (ii) negligent act or behavior and/or any infringement of the Code and/or any other policy of the Company (including, without limitation, anti-bribery policy and Israeli SEC law) by an Avnon Party.

Disciplinary Actions

This Code is a statement of certain fundamental principles, policies and procedures that govern the Avnon Parties in the conduct of the Company’s business. It is not intended to and does not create any rights upon any employee, customer, supplier, competitor, shareholder or any other person or entity.
Any violation of this Code may result in disciplinary action, including termination and/or legal proceedings.
Employees who repeatedly or deliberately fail to follow our code of conduct will meet an appropriate disciplinary action.
Following a clear warning, employees who persistently show indecorous behavior may face demotion, reprimand, detraction of benefits, suspension, or termination.
Legal actions may be taken in cases of theft, embezzlement, corruption, and other unlawful actions.
The Company’s audit committee will investigate violations and appropriate action will be taken in the event of any violation of this Code.

Waivers and Amendments of the Code

The Company is committed to continuously reviewing and updating its policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by the Company’s Board of Directors and promptly disclosed pursuant to applicable laws and regulations.