The Stoli Group Code of Conduct

In today’s business world, it is increasingly important to be a trusted and transparent partner in all business relationships. Here at Stoli, our common will to always do the right thing is foundational to our business culture and our success, and we are committed to the highest standards of ethics, integrity and compliance with applicable laws in all aspects of conducting our business.

Stoli’s reputation—and its right to be deemed an industry leader and an employer of choice— depends entirely on the moral, ethical and legal behavior of its employees and agents.

The Stoli Group Code of Conduct serves as a roadmap for making the right decisions every day in our work, using good judgment and helping our business excel, with a constant focus on our Stoli values of Sustainability, Trust, Originality, Leadership and Integrity.

These fundamental values are our roots, as not only do they make us strong internally across our tightknit network of our Stoli family, but they help us to grow and prosper externally with our customers, partners and communities.

Let’s make extraordinary happen!

THE CODE CONTAINS THE FOLLOWING:

1. INTRODUCTION BY THE FOUNDER & GLOBAL CEO

2. WHY A CODE OF CONDUCT

3. THE WAY WE DO OUR BUSINESS

  • Anti-Corruption
  • Fair competition and trade practice
  • Economic sanctions
  • Insider trading and securities law compliance
  • Working with Suppliers & Business Partners
  • Illegal trade
  • Conflicts of Interest
  • Gifts, Entertaining & Hospitality

4. THE WAY WE WORK

  • Recruitment
  • Equal opportunities
  • Performance management & development
  • Respect for each other
  • Political Activities & Contributions
  • Compliance with laws, rules and regulations
  • Corporate responsibility (charitable contributions & sponsorships)

5. THE WAY WE CONDUCT OURSELVES

  • Alcohol & Drugs
  • Road Risk
  • Expenses

6. THE WAY WE MANAGE INFORMATION

  • Company physical property and IT resources
  • Company records, financial reporting & auditors
  • Intellectual Property
  • Protecting business & personal information
  • IT Network Security
  • Social Media Personal Use
  • Media Relations
  • Government Inquiries & Investigations

7. THE WAY WE CARE FOR PEOPLE & THE PLANET

8. WE HONOUR OUR CODE

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INTRODUCTION

STOLI GROUP (the “Company”) is a company with a rich history and legacy of which we are all proud. Stoli values are at the heart of our culture as we continuously strive to build on our successes and grow our business.

The Stoli Code of Conduct serves as guide to help our employees make the right, ethical decisions in our daily work and to nurture and maintain the trust of all of our stakeholders and partners. Let each one of us live by it in our daily lives at Stoli, applying our good judgment, building on our experiences, and acting like we are each a founder of our Company by consistently demonstrating our will to do what is right. By doing so, we will pave the way for us to dream big, play bigger and achieve the unachievable, together.

Yuri V Shefler  – The Founder Damian McKinney
Damian McKinney –  Global Chief Executive Officer

 

WHY A CODE OF CONDUCT?

Lead and Do What’s Right!

Here at Stoli, we endeavor to be exemplary in all aspects of our business. We are a Company seeking to constantly reinvent itself, embrace innovation and challenge the existing boundaries through our commitment to quality.

“Quality means doing it right when no one is looking”. Henry Ford

Our established commitment to following all applicable laws and regulations is an outward expression of our core values that every Stoli employee should exemplify. To live up to our values, we should speak up when we have concerns, we should listen to others’ concerns and we should ask for support when in doubt.

“If it is not right, do not do it, if it is not true, do not say it.” Marcus Aurelius

The Code will help you:

  • Comply with laws and regulations
  • Make the right, ethical decision in your daily work
  • Live by Stoli Group’s values and safeguard our reputation
  • Know where to go for support and guidance when you need it
  • Report on behavior and actions you are concerned about

The Code does NOT:

  • Limit your rights as an employee to speak publicly about matters of public concern.
  • Attempt to impose one way of thinking on all Stoli employees – we promote and encourage diversity of thoughts!
  • Have all the answers for every situation– so when in doubt, ASK before you act!

While we recognize that business practices and cultural differences vary from country to country, we also believe that there are general standards we can apply throughout our diverse local environments. The contents of this Code do not limit your obligation to follow any and all locally applicable laws or regulations as well as any locally-issued Stoli employee handbooks or regulations.

The Code applies to all employees, our business partners and their employees engaged with Stoli business.

Stoli employees’ duties with respect to the Code are:

  • Become familiar with the contents of the Code
  • Follow the Code
  • Ask questions in case of any uncertainty
  • Report known or suspected violations

 

THE WAY WE DO OUR BUSINESS

Anti-Corruption

Corruption comes in various forms such as bribery, excessive business entertainment, kickbacks, facilitation payments or any inducement which is intended to unduly influence the actions or business decisions of the recipient or its associates.

Stoli has zero tolerance for corrupt practices. It is committed to compliance with global best practices and the anti-corruption laws in the countries in which it operates. Stoli expects its business partners and its representatives to fully comply with the Company’s position, including its brokers, agents, consultants, distributors or other service providers. This prohibition applies to actions directed at either public officials, private individuals or employees of any entity that does business with Stoli.

If our employees, business partners or employees of our business partners face or witness any of those situations, they should report the matter to Stoli Legal, Compliance or Human Resources.

Fair competition and trade practice

Competition laws (often called “antitrust” laws) prohibit actions that limit market competition. Those laws can vary nationally though some basic principles are common. Stoli supports business competition and competes fairly in all markets.

Competition laws are complex and can change. But in general, employees are expected to follow these rules:

Not agreeing with a competitor on actions that have the goal or result of limiting fair competition, whether in writing or orally.
Not sharing with competitors any marketing, distribution, promotional or pricing plans or any other confidential data related to the Company’s business.
Not seeking or accepting confidential information from competitors.

Many markets have alcohol beverage laws, regulations, and codes (often called “trade practice rules”) regarding the distribution, promotion and sale of alcoholic products in local markets.

Trade practice rules govern how alcohol suppliers such as Stoli can engage in sales and promotional activities with the trade and with consumers. They can regulate channels of distribution (including e- commerce distribution) and restrict the type of value (e.g. POS, incentives, displays, equipment, or other) we can provide to trade customers. They can also specify the handling of invoice terms, as well as the age of purchasers.

Our employees must ensure that our activities and those of our distributors are in compliance with the applicable trade practice rules. The same applies to our promotional agencies and other service providers.

Economic sanctions

Economic sanctions are restrictive measures taken by a country, a group of countries (e.g. the European Union) or an international organization (e.g. the United Nations) which restrict and sometimes prohibit business dealings with specific countries, entities or individuals.

Stoli complies with all international and national sanctions and has implemented specific controls and due diligence procedures to ensure such compliance.

Insider trading and securities law compliance

Stoli Group is a privately held company whose common shares are not publicly traded or registered. However, Stoli Group may have debt, including bonds, that are sold to third-party investors and can be publicly traded.

Our employees may not buy or sell Stoli securities based on non-public information, obtained in the course of their employment, or as the result of improper disclosure. The same principle applies to purchases of securities of other companies by an employee or his relatives based on non-public information obtained as Stoli employee.

Working with Suppliers & Business Partners

Suppliers and business partners are selected impartially and objectively, based on criteria that include reputation, integrity, performance and quality. We expect our suppliers and business partners to comply with the law, apply ethical business practices and meet Stoli standards for integrity, quality and performance.

Illegal trade

We strive to protect our brands from all forms of illegal trade, which is the production, import, export or sale of goods in contravention of relevant laws and regulations. This usually includes transnational trade, contraband and counterfeit or illicit products. Illegal alcohol trade not only leads to loss of tax revenue for governments, consumer deception and reputational damage to bona fide alcohol companies, but can also lead to public health risks, as many counterfeit products may be unfit for human consumption.

Our employees must never initiate, become involved in or condone any illegal trade scheme. If they, or our business partners, become aware of any counterfeit or contraband activity involving our products, they must report it to the Stoli Intellectual Property Team and Stoli Legal.

Conflicts of Interest

A conflict of interest may exist when there is the potential for an individual’s business decisions to be influenced by their own interests and/or relationships, whether financial, social, political or personal. Stoli employees must refrain from taking part in or exerting influence in any transaction in which their own interests may conflict with the best interests of the Company.

To avoid actual and potential conflicts, it is important that our employees notify their line manager and the Human Resources Team in writing if a transaction or situation raises any doubts in their mind as to whether a conflict of interest exists. When declaring a potential conflict in advance, it may be possible to manage the conflict and seek appropriate corrective actions as necessary.

Gifts, Entertaining & Hospitality

Gifts, hospitality and entertainment (GHE) are part of normal business life.

“Gifts” are defined as anything that is given or received in connection with Company business (e.g., Company products, gift baskets, flights, etc.). This includes the provision of entertainment (e.g., tickets to sporting events, or invitations to social events and concerts) where a representative of the party providing the entertainment is not present at the entertainment.

“Hospitality” includes all social entertainment and/or hosting given or received in connection with Company business (e.g., visits to Company sites, tickets to sporting events, or invitations to social events and concerts, where a representative of the party providing the entertainment is present). It includes invitations to Company-sponsored events or the equivalent (and any accommodation, meals and/or travel provided in connection with such invitation). It also includes meals.

GHE can be an acceptable way of helping to build healthy relationships and goodwill with our business partners and to showcase our brands, provided that some basic rules are followed. In particular, GHE must not be given or received to obtain or reward preferential treatment without business justification. Such acts could create a conflict of interest or even be viewed as an act of bribery.

When exchanging gifts and entertainment, Stoli employees should always follow these rules:

Become familiar with local anti-corruption laws as well as the Stoli Group Travel and Expense Policy.
Never accept or offer gifts in cash. Gift certificates or vouchers are equivalent to cash and should not be given or received, unless under a specific Company sanctioned program. Any cash gift received should be returned or, if return is not feasible for any reason, reported and handed over to Human Resources Team, or Stoli Legal.
Obtain prior written approval from Stoli Compliance or Legal for any gift or entertainment for public officials.
Our employees can accept or offer non-cash gifts only if they are in accordance with usual business practices and their value does not exceed the amount of $50 USD (market price of the gift), per business partner and fiscal year, unless local policy or regulations on gifts and entertainment is more restrictive and imposes stricter limits.

Entertainment for business partners, including brand promotions activities, sales/industry events or visits to our brand homes, is acceptable when occasional, reasonable, and in line with local customs and our policies. Permissible types of entertainment might also include tickets for theatrical, musical, sporting or similar events, and ordinary business meals, with the caveat that at least one Company employee must accompany the retailer or retail employee during the event or meal.

 

THE WAY WE WORK

Recruitment

At Stoli we are committed to recruiting top professionals to support business growth, provide a pipeline of talent for the future and positively contribute to the culture of the Company.

Equal opportunities

Stoli employees are located all over the world and bring to the Company a diverse set of ideas, talent and abilities. Our Company actively promotes a working environment where all employees are treated fairly. We do not tolerate any form of discrimination that adversely affects individuals or groups on the basis of national origin, race, colour, religion, sex, sexual orientation, marital status, disability, age or any other protected characteristic under applicable laws. This principle of equality and fairness applies to all terms and conditions of employment, including but not limited to recruitment, promotion and termination, compensation and benefits, succession, performance, appraisals and rewards, investigation and penalties.

Performance management & development

At Stoli we utilize a regular performance management and development process at all levels across the business. The purpose of this process is to set clear objectives, which will contribute to the overall achievements of Stoli goals, provide regular feedback to Stoli employees in regard to their performance, identify personal development needs and support employee career progression.

Respect for each other

Stoli has a zero-tolerance policy towards sexual harassment and any other form of harassment at the workplace or at any Stoli sponsored events.

All employees have the right to work in an environment of trust and respect, that is free from any form of harassment, demeaning actions or bullying of any sort. This zero-tolerance policy extends to any individual contracted through third parties who works for us or provides services for our Company (for example, at promotional events).

Harassment of any type is unacceptable. Examples may include (but are not limited to):

Sexually suggestive remarks, requests for sexual favours, unwelcome physical contact, displaying suggestive or offensive objects or pictures, harassing telephone calls, emails, text or other communications.
Requesting sexual favours or other personal favours as a condition for promotion or recruitment.
Aggressive, intimidating or threatening communication, whether verbal or in writing.
Sending or forwarding content through e-mails /online publications/social media, that is, or contain files that are, obscene, illegal or offensive.
Behaviour which is intended to or has the effect of marginalizing individuals or groups.
Public ridicule or humiliation of an employee.

Please report any violation or suspected violation promptly to Stoli Legal, Compliance or Human Resources.

Political Activities & Contributions

Stoli encourages all employees to educate themselves and to participate freely in political activities of their choosing, however, such participation must be in the employee’s individual capacity only (i.e. not the Company), at the employee’s expense and during the employee’s personal time. Employees may not use Stoli facilities, resources (including emails) or employee time for purposes of political fundraising activities or solicitations. Any political contributions on behalf of Stoli are prohibited unless approved by management and Legal.

Compliance with laws, rules and regulations

Our Employees must comply with all applicable laws, rules and regulations in the countries where we do business. In the countries where industry codes and practices are applicable by law or agreements on self-regulation, employees are also responsible for compliance with such codes and practices. If our employees have questions about regulations or codes, it is their responsibility to seek guidance from their line manager, management team, Compliance or Legal.
Corporate responsibility (charitable contributions & sponsorships)

All charitable contributions and sponsorships are to be given due and careful consideration. They should not create (nor give the appearance of creating) improper conflicts or influence, or otherwise support political parties or officials.

When supporting charitable organizations, we only engage with Legal Drinking Age+ (LDA of 21 +) audiences. Please get pre-approval from Stoli Compliance or Legal in all such instances.

 

THE WAY WE CONDUCT OURSELVES

Alcohol & Drugs

At Stoli we intend to promote a greater awareness of the impact of alcohol in the workplace, and to ensure that the company continues to safeguard the health and safety of employees.

The company’s approach is to set an expectation, based on the individual responsibility of each employee, that alcohol will not be used in such a way as to adversely affect safe behaviour or work performance.

Employees are under an obligation, in any situation where they may be viewed as representatives of the company, to protect our reputation. Employees should recognise that as a result of drinking irresponsibly, or committing offences relating to the misuse of alcohol, their safety, as well as their reputation and that of the company is at risk.

In some areas of the business, particularly in roles which involve the entertainment of clients, customers or consumers, situations may arise whereby an employee may legitimately consume some alcohol during working hours or while attending a business-related function. Such circumstances do not negate or otherwise diminish the employee’s obligation to promote responsible drinking. Employees should never feel obliged to drink at such events.

Possession or use of illegal drugs by employees, visitors or contractors in the work environment will be treated as a serious disciplinary offense.

Road Risk

At Stoli we require any employee driving on company business in either a company owned vehicle or their own private vehicle, to adopt and maintain a responsible attitude to road safety. Stoli maintains a zero tolerance policy regarding any alcohol consumption prior to driving.
Expenses
The company operates a robust and equitable Travel &Expense Policy (“T&E Policy”) which is designed to ensure that appropriate standards are met and that employees who incur costs on its behalf are treated in a consistent and fair manner. The Company will authorise and reimburse expenses which are:

incurred wholly, exclusively and necessarily in carrying out an employee’s duties in the course of company business;
properly and appropriately incurred, in keeping with our core values and culture;
submitted and approved in compliance with Stoli T&E Policy.

Employee expenses which do not comply with the T&E Policy are, in the first instance, returned to the employee for correction, deletion or resubmission. Serious breaches of the T&E Policy (persistent non-compliance, knowingly or falsely attempting to claim expenses, etc.), may result in disciplinary action being taken.

 

THE WAY WE MANAGE INFORMATION

Company physical property and IT resources

Our Company’s physical property is to be used for business purposes and it includes our cash, inventory, buildings, I.T. resources, equipment, information, documents, records and the work of our employees.

Information Technology and infrastructure are critical to the success of our operations and must be used responsibly. While moderate personal use of specific information technology (e.g. phone, emails) is allowed to accommodate employee needs and travel requirements, our employees should otherwise only use company property and information technology for legitimate business purposes.

Inappropriate use of information technology can lead to unauthorized access to our network and data, theft of business information, damage to software systems and the leakage of confidential information.

Company records, financial reporting & auditors

The integrity of the Company’s record keeping, and reporting systems must be maintained at all times. They must be accurate, complete and timely to ensure they reasonably and fairly reflect the Stoli business, assets and liabilities, in compliance with applicable laws, rules and regulations, including generally accepted accounting principles and the guidelines of the Company auditors.

Employees are forbidden to make or authorize any misleading entries or undisclosed payments, receipts or accounts that could distort the records or reports of the Company’s operating results or financial condition. This includes any attempts at circumventing review and approval procedures.

Intellectual Property

The Stoli Group’s Intellectual property (IP) is vital for ensuring the Company’s growth and profitability and constitutes one of the most valuable assets of Stoli.

All inventions, ideas and concepts developed by Stoli and its employees belong to Stoli and must not be privately used or shared. Our employees should familiarize themselves with the Company’s policies related to IP and follow the relevant trainings. They should never authorize the use of any intellectual property asset owned by Stoli without prior written approval.

Stoli employees should always respect others’ intellectual property as we do our own. Protecting business & personal information
All business-related information is confidential and only intended for internal use unless Stoli has officially and publicly disclosed it. Public disclosures will be officially made by Stoli following defined processes and timetables to ensure stakeholders are the first to receive material information. If confidential information needs to be shared with a partner or potential partner, contact Stoli Legal to ensure the appropriate safeguards have been put in place (i.e. an approved Non-Disclosure Agreement) prior to sharing such information.

We ensure that personal information is handled in accordance with data protection laws. Before engaging in any activity that makes use of personal information, whether this information is related to employees or third parties, our employees should:

Consider data privacy implications. When required by law, ensure that individuals who provide personal information give their consent and are aware of who will have access to that data and for what purpose. Protect personal data from unauthorized access and use.

IT Network Security

When company data is compromised, the Company may face significant costs, financial losses, reputational damages and even monetary penalties.

At Stoli we take the security of our data very seriously and have implemented cybersecurity technologies to protect our business.

Social Media Personal Use

As we embrace the entrepreneurial mentality, we have the opportunity to celebrate Stoli culture every day and recognize that social media constitutes a great opportunity to communicate about our brands and Company. However, we make sure we do it in style and in line with our corporate responsibility guidelines.

Media Relations

External communications on corporate performance and organization, commercial, corporate and brand news releases, media interviews, or any other communication to external audiences publicly by any function/person in the Company must have the appropriate approvals and sign-off before issuing.

Government Inquiries & Investigations

Stoli Group is committed to cooperating fully with government inquiries and investigations.

 

THE WAY WE CARE FOR PEOPLE & THE PLANET

As a company, we are committed to provide the highest level of health and safety in the workplace for all employees and others who have occasion to be on our premises.

We are also committed to comply with health & safety legislation in all territories in which we do business. We co-operate fully and maintain open relations with all relevant regulatory authorities.

As a company, we recognize the importance of creating long term value and bringing sustainable practices to the environmental and social ecosystems in which we operate.

At this time of unprecedented social, economic and environmental transformation, we are committed to our ambitions of contributing to the future in a way that creates value both for business and society in a mutually beneficial way.

 

WE HONOUR OUR CODE

This Code sets minimum standards for us to follow.

Honouring the Code is vital to our success and will be strictly enforced. If our employees or business partners are unsure about what to do in a certain situation (or know of/suspect a violation of the Code), they must contact Stoli Compliance, Legal or Human Resources who will assist them in the everyday application of our Code and/or investigate allegations of noncompliance.