Code of Ethics

1. Why Code of Ethics?

We at PETERKA & PARTNERS (“P&P”) believe that it is a common desire of all human beings to understand what is right and what is wrong in one’s life. We also believe that ethics represent a central component of a happy, fruitful and successful life.

The PETERKA & PARTNERS CODE OF ETHICS (the “Code”) defines our core values, sets the direction and provides guidance to ensure that a positive culture and high ethical standards remain a natural part of our everyday operations. It helps us try to make the world a better place together.

By its adoption, we become a member of the family of modern corporations that acknowledge their important role in contemporary society as well as their corresponding responsibilities. It is not uncommon that our clients or other business partners make enquiries about our Code and our compliance in general.

2. Our Values

History shows that long-term success in business as well as in personal life is not possible without a good reputation and trustworthiness. This is especially true for legal and other professionals. The demise of Arthur Andersen following the Enron scandal can serve as a great example.

We believe that the right path to achieve such a good reputation and trustworthiness leads through day-to-day adherence to certain basic values that help us to differentiate between what is right and what is wrong. Not only do these values provide a guideline for our decision making but they also establish the criteria by which our decisions will be judged by others.

The main P&P values are:

2.1 Moral Integrity

Moral integrity represents the alignment between one’s thoughts, words, and actions. It allows you to truly pursue the other values and is thus fundamental to them. It often comes at a cost as sticking to our values means that from time to time we must refuse certain opportunities that could bring us an immediate profit or advantage.

Moral integrity is a sine qua non condition for earning the trust of other people and thus becoming trustworthy. The opposite of moral integrity is opportunism.

2.2 Independence

There is no question that moral integrity is much more difficult to achieve without independence. Independence allows us to define our own values and goals as well as the means to achieve them.

It is a longstanding commitment of P&P shareholders to ensure that they remain the ultimate beneficiary owners of P&P as individual attorneys practicing law within P&P.

We consider these to be the key elements necessary for our true independence.

As with any clients, although we are happy to work with them, P&P neither enters into nor maintains any special relations with states, local governments, municipalities, state-owned enterprises, political parties, lobbyists or other influence groups. No client may gain influence over our decision making.

Everybody within P&P is also supposed to pursue independence in their day-to-day contact with clients, authorities, peers, suppliers or others. We avoid being morally indebted to anyone. We accept no gifts or favors that might result in such indebtedness.

When socializing we need to keep a professional distance from our clients in order to be able to act duly as their professional advisors in the future.

P&P is also financially independent. We have no bank or other external loans. All funds necessary to build our foreign infrastructure were provided by P&P shareholders.

2.3 Loyalty

The very nature of our business is to protect and advance the lawful and legitimate interests of our clients. Loyalty means that we exercise our utmost effort in order to achieve that and, at the same time, we do not betray their trust and confidence. Loyalty plays a special role when we handle our client’s confidential information.

However, loyalty cannot be put above other ethical principles. It cannot serve as a justification of their breach and it should not affect our independent professional judgment.

2.4 Accountability

Accountability is the acknowledgment and assumption of one’s responsibility for his or her actions and decisions within the scope of an office or an employment position.

When working for a client it is natural that the client may ask us to report, explain and, in general, be answerable for any and all consequences of our actions. We must be able to duly respond to such client’s request at any time. We must also keep sufficient evidence to support our answer. This applies both to the legal and business side of our work and especially when it comes to calculating fees and invoicing.

In the event that we are delayed or make a mistake, we face such a situation and do not hide from the consequences.

2.5 Law Abiding

We comply with the effective laws and regulations in all concerned jurisdictions, including in particular the rules of professional conduct imposed upon attorneys. When in doubt in regards to the applicable set of rules or the concerned jurisdictions we try to comply with both (all), if possible. We also comply with our own internal regulations and codes as well as with any standards that we have voluntarily adopted.

The foregoing notwithstanding, we do not automatically adopt either the official or the most common interpretation of the laws and regulations in question. Being legal professionals we can and we should make our own independent opinion when in doubt.

2.6 Pursuit of Excellence

Our goal is to deliver what we promised to the clients duly and on time. We should always provide a certain added value on top of mere answers. Our clients are interested in solutions and ideas, not legal textbooks. Therefore, we must also understand how the client’s business works.

We pursue excellence through continuous learning as well as teamwork. Conferring with colleagues is natural and beneficial for us as well as the client. We challenge assumptions and pursue the facts in order to understand the true nature of the case. We are always well prepared in advance to duly fulfill our tasks.

We do care. If we lack information or instruction we ask for it. We remind clients, if necessary. We propose solutions even if the client is passive or does not explicitly ask for it.

2.7 Fairness

We develop fair and healthy relations with our clients, suppliers, peers, and employees. We do not deliberately mislead or deceive them by misrepresentations, overstatements, partial truths or selective omissions in order to gain a certain advantage.

Nevertheless, in case of dispute or in court it is our role to protect our client’s interests and to provide only such statements and to submit only such evidence that supports our client’s case. We must therefore strictly differentiate between when we act on our own behalf and when we present the case on behalf of our client.

We pay fair remuneration to our suppliers and employees and we expect the same from our clients. We invoice our fees in a fair and transparent manner and we are always prepared to duly justify the calculations.

2.8 Respect for Others

We treat all people with equal respect and dignity regardless of their age, sex, culture, race, nationality, religion or sexual orientation. We demonstrate our respect for human dignity, autonomy, and privacy.

When hiring new team members we treat all candidates similarly, unhampered by artificial barriers or prejudices, except when particular distinctions are necessary and justified.

We respect all fundamental rights of our team members including the freedom of speech and other political rights. We do however expect that everybody will present his or her opinions in a way that there will be no doubt whether or not such opinions represent an official stance of P&P.

2.9 Social Responsibility

We behave  like a  responsible corporate  citizen.  Among others,  we do  care about  human rights, handicapped individuals, environmental issues and peace among nations.

We speak up when it is necessary.

3. Golden Rule

The golden rule is: “Do the right thing!” If you have a feeling that something is wrong just stop and think about it.

• Is it legal in all jurisdictions in question?
• Is it in compliance with this Code, other P&P guidelines, and rules of professional conduct?
• Does it feel right?
• What would an honest person do?
• What impact can it have on the reputation of P&P?
• How would it look like in the newspapers?
• Would you feel bad if others knew that you took part in it?
• Could you sleep well at night afterward?

Feel free to discuss it with the P&P Ethics and Compliance Officer who is always prepared to help you. Bring the case before the Managing Partner if you feel that it is important.

Or just say no. No one in P&P is entitled to order you to carry out actions that would be illegal or unethical. P&P will never punish anybody for raising the question of legality and ethics. We all want to do the right thing.

4. Competent Persons 

4.1 Local Management

Each Local Management Board (the “LMB”) is required to take all necessary measures for the implementation and pursuance of this Code in the respective branch as soon as practically possible. That means in particular through schooling and providing guidance to the local team. Furthermore, the LMB is required to exercise effective control in regards to ethics and compliance in all areas of the branch operations.

4.2 Global Management

On the level of the whole firm the following persons are competent to deal with ethical issues:

The  P&P  Global  Legal  Counsel is  responsible for  regular updates  of this  Code as  well as  for its implementation. LMBs may at any time seek the advice of the P&P Global Legal Counsel and, at the same time, are required to report to him or her on a regular basis. Ivana Alda acts as the P&P Global Legal Counsel for the time being.

The P&P Anti-bribery and Corruption Officer (the “ABC Officer”) is competent to deal with all issues concerning bribery, corruption and insider trading. Jan Liška was appointed the first ABC Officer.

The P&P Ethics and Compliance Officer (the “EC Officer”) is responsible for dealing with any other issues. Pavla Kopečková Přikrylová was appointed the first EC Officer.

Ondřej Peterka as the firm’s Managing Partner should be involved in all important decision making as well as duly informed about all cases when the clients are concerned.

5. Implementation and Control Mechanisms

We acknowledge that this Code must become and remain a living document. Unless we live by the Code and apply it in our day-to-day operations, it will not represent more than just another regulation. For that reason the following mechanisms are being introduced:

5.1 Reporting and Non-retaliation

All team members of P&P are required to comply with this Code – its individual provisions as well as its spirit.

We acknowledge that certain unethical conduct may be remedied without P&P having to interfere, especially when no third parties are concerned. A simple apology is often sufficient.

However, we require that any material noncompliance or even suspicion thereof be reported to the EC Officer (or ABC Officer), especially if:

• it cannot be ruled out that a criminal or an administrative offense has been committed;
• a civil or other liability of P&P might arise as a consequence of such an act;
• the reputation of P&P might be significantly harmed;
• any other laws, rules of professional conduct or other legally binding regulations have been breached and the breach was not fully and completely remedied; or
• the intensity of the breach suggests that a simple apology may not be sufficient.

P&P will treat any received complaints or information as strictly confidential. They will not be disclosed to anyone unless we would be required to do so under the law. We guarantee that no one will be harmed, sanctioned or put at a disadvantage at work for reporting noncompliance with this Code.

5.2 Periodical Audits

The P&P Global Legal Counsel is required to schedule and carry out regular audits of compliance with this Code in the firm. All LMBs are required to carry out regular audits on a local level.

5.3 Questions and Answers

Feel free to ask the EC Officer or ABC Officer any questions in regards to this Code, including the interpretation of the rules included herein or information about their application in other jurisdictions.

5.4 Follow-up

The LMBs of individual offices are required to closely follow the applicable laws, regulations and binding rules relevant to this Code as well as general ethical standards in their jurisdictions and to inform the EC Officer or ABC Officer about any significant changes.

LMBs are also required to suggest modifications or amendments to this Code whenever it would get it into conflict with the local laws, regulations, binding rules or general ethical standards applicable in their jurisdiction.

6. Individual Areas 

The following topics have been selected in order to provide more detailed guidelines. Nevertheless, it needs to be noted that P&P is committed to act ethically and responsibly at all times while undertaking its business operations.

Therefore, the following chapters should be considered as examples rather than an exhaustive enumeration of areas where the general principles set out above apply.

7. Anti-bribery and Corruption 

7.1 Definition

Bribery is an act of giving or promising money or any other gift or advantage to a person in order to influence the performance of his or her duties.

The recipient of a bribe may be a government official of any kind, a judicial officer, an officer of a private company as well as a private person who is entrusted to administer or manage the property of a third party or to protect such third party’s rights and interests.

It is not relevant whether the bribe is provided in order for such a person to breach his or her duties or, on the contrary, to perform his or her duties duly when he or she fails to do so otherwise.

7.2 General Rule

P&P strictly rejects and condemns all forms of bribery. P&P believes that bribery is a major cause of injustice, harms society and prevents many countries to become members of the family of highly developed countries.

7.3 Sanctions

Depending on the jurisdiction in question, individuals involved in bribery face high penalties, imprisonment and/or disbarment. Damages may be also claimed against a person who committed bribery.

On top of that P&P as a legal person could face criminal prosecution in some jurisdictions that might result in high penalties, the loss of its reputation, an obligation to remedy damages or even punitive dissolution.

7.4 Forms of Bribery

Aside from the simple form of bribery when money or a gift is given directly to the target person there exist other more sophisticated forms. As follows:

Indirect bribery occurs when the money is requested by a third party instead of the person who is to be influenced. Such bribery is often disguised as consulting or other services provided by such a third party.

A kickback is a de facto commission being requested by a government or company official in consideration of awarding a contract to a certain supplier or business partner. Alternatively, such payment may be required for awarding a contract that is unfairly advantageous for the supplier or business partner, in which case such an act may be also considered as fraud.

Unjustified discounts, free services, donations or a sponsorship, as well as other advantageous deals (stock options, a discounted sale of property, employment), may also be granted instead of a simple gift or money to influence a person.

Expensive entertainment, such as free travel or invitations to restaurants, bars or nightclubs that exceeds normal hospitality (please see below).

Gratuities (tips) paid to the official providing a service on behalf of a government or private company where the purpose is to receive a certain unjust advantage. On the other hand, gratuities provided for an exceptional service to nongovernmental employees (restaurants, hotels) are generally acceptable.

Note: the aforementioned list is not exhaustive. You are encouraged to use common sense to determine whether a certain act constitutes bribery or not.

7.5 Exceptions

Normal hospitality is acceptable, such as an invitation for lunch or dinner to a good restaurant with the aim of maintaining and developing good business relationships.

Small gifts such as a bottle of wine are also acceptable as long as:

• they are granted to a certain group of clients or business partners (e.g. Christmas gifts or gifts to visitors of a P&P event); or
• they are granted or received in a transparent manner, when it is appropriate and provided that there will be no doubt about the purpose of the gift (e.g. a foreign client visiting the office).

Any P&P personnel is required to notify the EC Officer about any received gift the value of which exceeds EUR 20.

7.6 Bribery Committed by Client

We never assist our clients with giving or accepting bribes. Therefore, if you find out that a client or any other person involved intends to provide or receive a bribe you are obliged to:

• notify the ABC Officer immediately; and
• suspend the work on the project until a certain decision is made by competent P&P managers.

In general, while we must honor the attorney-client privilege and, therefore, may not disclose any confidential information that we learn through our work (as it is defined in individual jurisdictions), we are always entitled to refuse to assist the client with illegal activities.

The aforementioned does not apply when bribery has already been committed by the client and the client seeks our legal advice. In such a case we duly point out all the risks arising from such client’s past activities and possible ways to mitigate them.

7.7 Obligation to Notify State Authority

Note that in some jurisdictions you may be required to notify the act of bribery committed in the past by a third person to the police or a similar authority. The attorney-client privilege may or may not prevent the application of such a rule on lawyers and their employees.

Furthermore, in some jurisdictions, you may be required to notify the police or a similar authority about the intention of a third party to commit bribery. Again, the attorney-client privilege may or may not prevent the application of such a rule on lawyers and their employees.

Due to the fact that the rules of several jurisdictions may be applicable at the same time, including jurisdictions that you are not familiar with, and that the rules against self-incrimination may also apply, it is highly recommended that you seek the advice of the ABC Officer or a P&P appointed internal counsel before filing any such notification.

As a general rule applicable in all jurisdictions where P&P is active, every person is entitled to seek help from a legal counsel before taking any steps that could involve him or her in criminal proceedings.

To avoid any doubt, nothing herein may be interpreted as advice or a recommendation not to report bribery when you have a legal obligation to do so.

7.8 Additional Obligations Imposed by Legal Regulations

If the state legislation imposes on you certain rules or obligations that are not included or referred to herein you are required to comply with such rules or obligations.

7.9 Obligation to Notify P&P

Except for when it could be considered as self-incriminating, you are obliged to notify the ABC Officer about any act of bribery that you have learned about as well as to fulfill the obligation to notify the state authority if such an obligation exists.

8. Conflicts of Interests

8.1 Definition

A conflict of interests is a situation where there exists a risk that one’s professional loyalty, conduct or judgment might be impaired by another (conflicting) interest.

Such conflicts may arise especially:

• between the interests of two different clients of P&P;
• between the interests of P&P and the interests of a client; or
• between the interests of a particular P&P team member on one side and the interests of P&P or the client on the other.

It is important to note that no real or pending conflict is required in order for the respective rules to be triggered. The mere possibility of such a conflict is sufficient.

8.2 General Rules

We acknowledge that avoiding conflicts of interests is a sine qua non condition for the proper provision of professional and especially legal services.

Therefore, in regards to our clients and their transactions, P&P uses a sophisticated procedure involving the Managing Partner, LMBs, and other senior staff to identify possible conflicts of interests and to duly evaluate them. If a conflict of interests is ascertained, either the whole firm or individual members of our team are excluded (in one or more jurisdictions) from any participation on the transaction in question.

8.3 Obligation to Report

Every team member is required to promptly declare his or her conflict of interests and to report it immediately to the respective LMB or directly to the Managing Partner.

Such a team member must refrain from any further action unless there is a risk of delay and there is no sufficient time frame to hand the matter over to another team member.

8.4 Economic Conflicts of Interests

In some cases, our clients require that we do not work for their direct competitor(s) even if no real conflict of interests exists or may arise.

The Managing Partner may decide that we honor such a request, in which case we decline the representation of their direct competition.

8.5 Political and Other Public Activities

While we respect the civil rights of our team members, the exercise of such rights within any political or other public activity is to be notified to the EC Officer, if it could cause third parties to question our independence or commitments arising from the conflicts of interest rules.

9. Data Protection and Privacy 

P&P respects the right to privacy of our clients as well as our team members. We consider all personal data and information as sensitive and confidential and we treat them accordingly.

Please note that different legal regulations concerning data protection may apply in the individual jurisdictions. We always act in accordance with such applicable regulations. On top of that, we also follow certain principles common to all EU Member States even if the local regulations do not include such principles or when no relevant local legal regulations exist at all.

When we collect various personal data and information necessary to duly carry out our business, we acknowledge the responsibility to protect their confidentiality and security.

We never share such personal data and information with anyone unless we are required to do so by law. We use them exclusively for legitimate business purposes for which they were obtained and collected. All team members are required not to use any such data or information for other purposes – neither internal nor external.

We safely discard all personal data and information when we no longer need them or when we are required to do so by the respective person. In this connection please note that in certain cases your colleagues may need to access your office, files, records, computer or e-mail when there is no other possibility to retrieve some documents or information and you are not available.

Exceptionally, we may be required to allow an inspection by the authorities. Therefore, it is highly recommended that you do not keep any sensitive personal records or information in such places.

10.  Diversity

P&P is proud to have people of a different age, sex, culture, race, national origin, religion or sexual orientation on its team.

We consider such diversity as a key value for the continuous success of our business. We apply the same point of view to our clients, suppliers, peers and other partners.

We protect our diversity and in particular through the following policies.

10.1  Equal Opportunities and Non-discrimination

We provide the same opportunities and consider it our responsibility to recruit our new team members exclusively on the basis of their fitness for the job and other objective and non-discriminatory criteria.

Similar rules apply to the promotion and remuneration of our existing team members, which is again based on their performance, quality of work, compliance and other objective and non-discriminatory criteria.

10.2  Prohibition of Harassment

We work together as a team and we treat each other fairly. We expect everyone to treat his or her colleagues with dignity and respect at all times. We condemn and are committed to prevent or eliminate any behavior which creates a hostile working environment.

Therefore, harassment of any kind is strictly prohibited. In particular, we will not tolerate any unwelcome sexual advances, requests for sexual favors and other verbal or physical harassment of a sexual nature that exceeds what is considered a mere compliment or an acceptable private conversation in the respective culture.

On the other hand, we respect consensual intimate relationships between P&P team members. However, when one of the partners is directly subordinated (within P&P hierarchy) to the other partner such a relation is to be notified to EC Officer.

11.  Environment

We are determined to minimize the negative impact of our operations on the environment. We support sustainability and environmental awareness. Environmental responsibility is an important criterion for the selection of our suppliers.

Taking into consideration our scope of business we have identified the following main areas of interest:

• implementing a  waste  management  system  that  promotes  waste  minimization,  reuse, and recycling, where practical;
• monitoring energy efficiency and having it as one of the criteria for the selection of new services, facilities, and equipment;
• exploring alternatives to business travel; and
• ensuring an environmental education and a general awareness of the environmental issues across the firm.

12.  Health and Safety 

P&P promotes a positive, safe and healthy working environment for its team members. We actively create the appropriate conditions to achieve that. We always comply with all local laws and regulations that concern health and work safety.

We are committed to maintaining all P&P premises drug-free, including alcohol and tobacco. We are prepared to support any team member in overcoming his or her dependence.

Decent consumption of alcohol is tolerated during P&P social events.

13.  Insider Trading

13.1  Definition

Insider trading is trading of a public company’s stocks or other securities and investment instruments by individuals with access to privileged or at least non-public information. This is considered as an unfair advantage towards other investors who do not have access to such information.

13.2  General Rule

P&P strictly refuses and discourages any kind of insider trading.

Aside from the sanctions mentioned below insider trading can also be considered as a breach of confidentiality and, more generally, as a breach of the mutual trust in attorney-client relations that can have other consequences.

13.3  Sanctions

Depending on the individual jurisdiction individuals involved in insider trading face high penalties, imprisonment and/or disbarment. Damages may be also claimed against such persons.

13.4  Insider Trading Committed by Client

We never assist our clients to carry out insider trading. If you find out that a client or any other person involved intends to carry out insider trading you are required to proceed in the same way as if it was a bribery (please see section 7 on Anti-bribery and Corruption).

13.5  Obligation to Notify State Authority

Note that in some jurisdictions P&P personnel may be required to report insider trading that has been committed in the past or intended by a third person to the police or a similar authority. The attorney-client privilege may or may not prevent the application of such a rule to the lawyers and their employees.

If this is the case, we highly recommend to proceed in the same way as if it was a bribery (please see section 7 on Anti-bribery and Corruption).

14.  Suppliers and Clients 

14.1  Illegal Trade

P&P does not purchase any goods or services in breach of any applicable legislation or international treaties that are in effect in any concerned jurisdiction. This includes but is not limited to legislation prohibiting or restricting trade with the following:

drugs, narcotics and other controlled substances, poisons, firearms and weapons, explosives, military equipment, hazardous waste, radioactive substances, endangered animal and plant species, their parts and respective products, illegal pornography and similar objectionable materials, human organs, other viable material and stem cells, arts and cultural heritage goods, pirated, counterfeited, stolen or smuggled goods.

14.2  Sanctions

While completely apolitical, P&P fully complies with any legislation in effect that introduces trade sanctions or retaliations in any concerned jurisdiction.

14.3  Suppliers

P&P does not purchase any goods or services (however legal in the respective jurisdictions) from suppliers that are positively known to carry out illegal or unethical business or trade activities. This includes but is not limited to:

illegal trade with the goods mentioned in section 14.1 on Illegal Trade above, child labor, forced labor, inhuman or dangerous working conditions, human trafficking, commercial sexual exploitation, money laundering, fraudulent business schemes, bribing and corruption, support of terrorism, support of human rights violations, exploitation of the poor and disabled, excessive pollution of the environment, illegal waste dispositions or reckless exploitation of natural resources.

If in doubt, the respective P&P purchasing manager is required to carry out an audit of the suppliers in question in order to find out whether or not they are involved in any illegal or unethical business or trade. Furthermore, the respective P&P purchasing managers are required to evaluate the individual suppliers on a regular basis.

14.4  Client Identity

We must always ascertain who we work for. Among others, such information is necessary for our conflict checks. We should duly identify all persons that act on behalf of our clients and that are yet unknown to us.

Individual jurisdictions may provide particular rules on how to identify the client and how to keep the respective records. These rules are often part of the anti-money laundering and/or combating  the financing of terrorism legislation. We always fully comply with such rules.

14.5  Client Activities

We acknowledge that justice can only be carried out properly when the persons that are under suspicion, being investigated, charged or convicted may seek and receive due and professional legal advice. We also acknowledge that such legal advice can only be provided duly and in a professional manner when the counsel acts without any aversion or prejudice towards the client. The same applies to those persons that doubt whether or not their actions are lawful and legal.

Therefore, we do not judge our clients and their past actions. We duly point out the risks arising for the client from his or her illegal or unethical conduct.

On the other hand, we never advise or encourage our clients to breach any laws or regulations applicable in any jurisdiction or to behave unethically. This also applies to so-called “victimless” offenses like illegal tax evasion or breaches of environmental regulations.

We are committed to cease support for our client’s future projects and business activities that would be illegal or carried out with the prime purpose to profit from unethical conduct or unethical business operations after we pointed out the respective risks and the client decides to ignore them as well as our respective recommendations. The Managing Partner is to be immediately notified about any such cases and involved in the decision-making process.

15.  Exceptions

Exceptional situations may justify the breach of the rules included in this Code.  For example, it is acceptable to provide any kind of payment (ranging from simple gratuity to ransom) in order to protect yourself or your family members against the loss of life, injury or similar personal harm. Or, to provide a payment that enables you to leave an area of hostilities with priority. Any such payment is to be reported to the ABC Office immediately.