Code of Conduct
To all office holders and employees (collectively: “Jeen.ai Employees”) of Jeen Artificial Intelligence Technologies Ltd. and its subsidiaries (collectively: “Jeen.ai”):
1. Introduction
The following Code of Ethics and Business Conduct (collectively: the “Code”) is intended to assist Jeen.ai Employees in understanding and implementing the importance that Jeen.ai attributes to integrity and ethical business conduct.
Since the Code cannot provide answers to all questions that may arise, Jeen.ai Employees must exercise common sense and judgment regarding how to act in situations that may arise from time to time, including knowing how to identify cases in which it is appropriate to contact and request guidance from the person responsible for the Code.
The purpose of this Code is to consolidate the standards that Jeen.ai believes may reasonably prevent improper acts.
2. Fairness and Respect for Human Dignity
Jeen.ai Employees must treat others respectfully and fairly, while safeguarding human dignity.
Jeen.ai encourages an atmosphere of openness, cooperation and consultation. Relations among Jeen.ai Employees should be based on high standards of respect and consideration.
Jeen.ai attaches paramount importance to maintaining and cultivating proper working relationships between Jeen.ai managers and employees. Working relationships among persons in the various roles should be based on broad professional cooperation, to the greatest extent possible, in a manner that contributes to the advancement of Jeen.ai’s objectives. As part of this cooperation, Jeen.ai Employees must act honestly, fairly and professionally toward their colleagues, including sharing professional information with colleagues, assisting colleagues who encounter difficulties in their work, helping new employees acclimate, and helping maintain a proper and pleasant work environment.
Employees shall be hired by the group and promoted on the basis of their abilities, performance and personal qualifications. Jeen.ai unequivocally and unconditionally rejects discrimination on the basis of race, origin, religion, gender, marital status, parenthood, age, sexual orientation or disability. Jeen.ai believes that diversity among employees is of real significance to its success and is fully committed to equal opportunity.
3. Your Relationship with Jeen.ai
Conflicts of Interest
Jeen.ai Employees must be fully committed to the group and devote their best efforts to its success.
Jeen.ai Employees must avoid situations of conflict of interest.
A conflict of interest exists, among other things, when an employee’s personal interest may in any way conflict with the interests and benefit of Jeen.ai. For example, a conflict of interest may arise where an employee takes an action, or where an employee has an interest, that makes it difficult to perform his or her work for Jeen.ai objectively and impartially. A conflict of interest may also exist where an employee or a family member receives an improper personal benefit as a result of the employee’s position at Jeen.ai, whether the benefit is received from Jeen.ai or from a third party.
Jeen.ai Business Opportunities
A Jeen.ai Employee must refrain from exploiting any opportunities to which he or she is exposed as a result of his or her position at Jeen.ai, or by using Jeen.ai resources or information, for personal purposes or for the benefit of relatives or acquaintances, unless prior approval has been obtained from the competent authority on behalf of Jeen.ai.
When such an opportunity arises, a Jeen.ai Employee must promote Jeen.ai’s business interests and may not be involved in a business that competes with Jeen.ai’s business, unless he or she has received approval from the competent authority on behalf of Jeen.ai and any other approval required under applicable law.
Confidentiality
A Jeen.ai Employee must maintain and protect the confidentiality of information entrusted to him or her by Jeen.ai, its business partners and all parties with whom they have business contact, except in cases where approval has been received from the competent authority on behalf of Jeen.ai to disclose the information, or where disclosure is required by law. Where the transfer of Jeen.ai confidential information has been approved, the information must be transferred subject to a non-disclosure agreement, unless otherwise instructed by Jeen.ai’s Legal Counsel and/or the Compliance Officer.
What is “confidential” information? In general, confidential information is information that is the property of Jeen.ai and is not in the public domain. When you receive a document marked “Restricted” or “Confidential,” you may infer, prima facie, that it is confidential to Jeen.ai or to its business partners. Please note that confidential information is not always marked as such.
Protection of Jeen.ai Assets
Jeen.ai Employees must protect Jeen.ai’s assets and ensure their proper use solely for Jeen.ai’s business activities. The use of equipment, information systems, software, databases, telephones, company vehicles and other assets shall be made solely for work purposes and in accordance with Jeen.ai procedures. Employees shall act with care, economy and efficiency, and shall avoid damaging, wasting or making unauthorized use of Jeen.ai assets.
Fair Dealing
Jeen.ai Employees shall act with fairness, integrity and good faith toward suppliers, customers, partners and competitors. Business information shall be obtained only by proper means and in accordance with the law. It is strictly prohibited to make misleading representations, engage in improper business manipulation or misuse confidential information.
Professionalism
Jeen.ai Employees shall perform their duties in accordance with professional standards and relevant considerations only, and shall make decisions after relying on a reasonable and appropriate factual basis under the circumstances.
Employees shall maintain their professional competence as required for the performance of their duties and shall strive for personal and professional excellence in all areas of their activity, while making full use of the abilities and skills required for the performance of their duties.
Loyalty to the Group and its Objectives
When engaging in work relationships with external personnel, Jeen.ai Employees shall preserve Jeen.ai’s dignity and represent it loyally and in identification with Jeen.ai’s objectives.
Additional Occupations
During working hours, Jeen.ai Employees shall refrain from any activity that is unrelated to work, whether compensated or uncompensated, unless they have received prior written approval from their supervisor. Any external activity that may create a conflict of interest or impair the employee’s ability to perform his or her work at Jeen.ai requires prior approval from the competent parties.
Culture of Discussion
Jeen.ai Employees shall conduct discussions in a civil and respectful manner, including by acting with tolerance and openness, addressing the substance of the matter and not the person, and refraining from using an offensive or dismissive tone.
Personal Example
Jeen.ai expects its managers to serve as a personal example for all Jeen.ai Employees and to express, through their actions, conduct and words, the values on which this Code of Ethics is based.
No Misuse of Position and Status
Jeen.ai Employees shall not use their position and status to advance their own personal interests or the interests of a person close to them, where such interests are not consistent with Jeen.ai’s best interests. In addition, Jeen.ai Employees shall not ask their colleagues or persons subordinate to them to perform actions that are inconsistent with the provisions of the Code or that exceed the scope of their position.
Delegation and Use of Authority
Delegation of authority shall be made in writing, expressly and in accordance with procedures. The person delegating the authority retains responsibility and shall supervise the implementation of the delegation on an ongoing basis. Employees shall comply with the instructions of their supervisors in accordance with the law and the Code. Managers shall not give instructions to employees who are not subordinate to them except through the direct supervisor. Any undertaking on behalf of Jeen.ai shall be made only in accordance with the signature authorizations established at Jeen.ai.
Professional Cooperation, Fairness and Integrity
Jeen.ai Employees shall act in professional cooperation to advance Jeen.ai’s objectives, share with their colleagues important information in their possession that is not subject to restrictions on disclosure, while demonstrating integrity, maintaining information security, mutual respect and assistance, and recognizing the achievements of their colleagues.
Safe, Healthy and Clean Work Environment
Jeen.ai is committed to occupational safety and hygiene laws, which require, among other things, a safe, clean and hygienic work environment.
Jeen.ai Employees shall maintain basic standards of cleanliness, both in their personal work environment and in Jeen.ai’s public areas.
Rules of Conduct and Service During Work
Jeen.ai Employees must ensure professional, courteous, equal and respectful service to all customers and to the public. Proper representative appearance and appropriate conduct are required. Jeen.ai Employees shall act politely and impartially, and shall strive to provide high-quality and professional service in every interaction with customers and external parties.
Consultation in Cases of Doubt
In any case of uncertainty regarding the proper course of action in legal, ethical or operational matters, the employee must contact his or her supervisor, the Legal Counsel, the Compliance Officer or the Ethics Code Officer. Independent decisions must not be made in cases involving legal or ethical risk.
4. Compliance with the Provisions of Law and Jeen.ai Procedures
Jeen.ai office holders and employees, and all persons acting within it or on its behalf, are required to strictly comply with all laws, regulations, rules and directives of the various regulators that are relevant to their positions and areas of activity, and to comply with the provisions of the Code and Jeen.ai procedures.
This Code does not summarize all laws, regulations and rules that apply to Jeen.ai or to you. Lack of knowledge of the law does not exempt you from compliance. You must keep up to date with the provisions of the law, including the laws, regulations, rules and decisions relevant to your areas of activity at Jeen.ai. This does not mean that you must be an expert in legal matters, but rather that you must be able to identify situations and issues in which legal advice is required. In any case of doubt, you must contact Jeen.ai’s Legal Counsel or the Ethics Code Officer.
5. Compliance with Securities Laws
Jeen.ai is a “reporting corporation” whose shares are traded on the Tel Aviv Stock Exchange Ltd. Jeen.ai, and you personally, are subject to various obligations, including the obligation to report to the public any material information or information regarding significant events or developments in connection with Jeen.ai, the prohibition on disclosure of inside information and additional restrictions.
Reporting Material Information in Connection with Public Reports
Each employee must report to his or her supervisor any material information related to public reports, including any concern that a published report is incorrect, incomplete or not up to date.
6. Prohibition on Receiving and Giving Gifts and Benefits
Jeen.ai Employees are prohibited from receiving, offering or giving, directly or indirectly, gifts, concessions, discounts, benefits or advantages to any supplier, competitor or customer of Jeen.ai, or to any other party with whom Jeen.ai Employees have working relationships or a connection related to the performance of their role for the group, except in accordance with Jeen.ai procedures.
Jeen.ai Employees are prohibited from exploiting their status as representatives of Jeen.ai in order to derive personal profit, whether direct or indirect, arising from a relationship with such parties. However, a personal souvenir or gift of symbolic value may be accepted or given, and in cases of doubt the Ethics Code Officer should be consulted.
Jeen.ai Employees are required to act with full transparency and in accordance with the strictest rules, including consultation and reporting of any knowledge or suspicion of unethical conduct.
7. Prohibition of Sexual Harassment
Sexual harassment and retaliation on sexual grounds harm human dignity, liberty, privacy and equality between the sexes. As part of its values-based commitment, Jeen.ai attaches paramount importance to preventing sexual harassment and retaliation connected with sexual harassment, in order to ensure a safe, respectful and pleasant work environment for all its employees.
Jeen.ai has adopted a Policy for the Prevention of Sexual Harassment that details what is required of employees.
8. Applicability of the Provisions of this Code
The provisions of this Code apply to all directors, managers and employees of Jeen.ai.
A violation of the provisions of the Code constitutes a breach of the employment agreement or engagement agreement of the violating party, and Jeen.ai shall be authorized to take any measures permitted to it under any law or agreement.
The Code is an internal document of Jeen.ai. Its provisions are not for the benefit of any third party and shall not confer any right upon any third party in the event of a violation of any provision of this Code.
For technical reasons, the provisions of the original Hebrew Code are at times written in masculine language. They are, of course, directed to all genders.
9. Reporting a Violation
If you know of, or have a reasonable suspicion of, a violation of laws, regulations or rules that apply to Jeen.ai, of the provisions of this Code or of the provisions of any other Jeen.ai policy, you are required to report this information immediately to your supervisor or to the Ethics Code Officer, as you deem appropriate. The contact details of the Ethics Code Officer are set out in Section 10 below.
Any report submitted must include the facts on which it is based. The report must be sufficiently detailed in order to properly clarify the matters included in it. The report must include all known details regarding the allegations appearing in it, including the identity of the persons involved. Where the report includes only general and baseless accusations and allegations, an investigation into the matter may not be opened. A report may be submitted anonymously, but the review of such a report may be limited in the absence of an ability to contact the reporting person for details or clarifications.
Jeen.ai prohibits discrimination, harassment and/or any act of retaliation against any employee who reported an irregularity in good faith or otherwise assists in any investigation or proceeding relating to a legal or regulatory matter. In any case of a claim regarding such retaliation, the Chairperson of the Audit Committee or the Internal Auditor may be contacted.
10. Ethics Code Officer
The Board of Directors of Jeen.ai has appointed Mr. Or Kles, Chief Financial Officer (above and below: the “Officer”), as the officer responsible for the implementation of the Code of Ethics at Jeen.ai.
The Officer is available to you for direction, training, guidance and advice in all matters relating to proper conduct under the rules of the Code. The Officer may be contacted by email at or@jeen.ai or by telephone at 050-753-5304.
11. Publication and Updating of the Code of Ethics
The Code of Ethics shall be provided to every new employee and shall be accessible to all Jeen.ai Employees through the internal communication channels. The Board of Directors of Jeen.ai shall approve the Code and its updates, and Jeen.ai management shall periodically review the need to update it in accordance with business, legal and organizational changes.