To our employees:
The purpose of the Golden Telecom Conduct Guidelines (“Guidelines”) is to affirm principles and guidelines for the company, its subsidiaries, its affiliates (collectively referred to as “Golden Telecom”) and employees to conduct business in an ethical and legal manner. In conducting business, our employees are expected to comply with all laws, to protect our company interests and to avoid personal actions that may conflict with company interests. Our companies are subject not only to various laws and regulations of several jurisdictions but also to the high expectations of the public and our investors, partners, customers and fellow employees.
We attach the utmost importance to the policies laid out in these Guidelines. Our continued mutual success and growth depend on the honesty, integrity and good judgment of all of us.
Applicability of the Guidelines
The Guidelines are applicable to all employees, officers,
directors and agents of Golden Telecom and its controlled subsidiaries and
affiliates. Managers and supervisors
have the additional responsibility to ensure that their employees understand
and abide by these standards. It should
be noted that many of the areas covered by these Guidelines are governed by more
detailed and specific policies that should be consulted prior to any activities
being conducted in those areas. Among
those areas covered by specific polices are public disclosure, insider trading
and tipping, form filing under
You Are Encouraged to Ask Questions
Please read these Guidelines carefully and familiarize yourself with their contents. No Guidelines can be expected to anticipate every ethical decision we may face in business. Ultimately, we must rely on the good sense of each person to adhere to our company’s high standards, including a sense of when it is proper to seek guidance on the appropriate course of conduct. The company is committed to providing timely and specific guidance to employees with respect to the Guidelines and other policies. Therefore, if a situation arises that is not covered or which requires further clarification, you should seek guidance from your supervisor or the Golden Telecom Compliance Officer, Jeff Riddell, at 7-501-797-9315.
Compliance with the Guidelines and other company policies will be monitored by the Compliance Officer whose responsibilities include:
implementing with the assistance of appropriate company manager, compliance training, monitoring and auditing procedures designed to assure compliance with and enforcement of the Guidelines.
ensuring that the Guidelines and other policies are kept current.
responding to questions about the Guidelines.
monitoring legislative and regulatory developments that impact the Guidelines.
The Compliance Officer will report periodically on the compliance program’s implementation to the Golden Telecom Board of Directors.
Accuracy of Records
Almost every employee reports data of some kind. We rely on our employees to maintain accurate books and records to efficiently manage our business. We are subject to stringent reporting requirements under several legislative jurisdictions. As in all other aspects of our business, we expect our employees to adhere to the highest standards of professionalism and honesty to ensure that we are able to meet the legal requirements which govern our business. At Golden Telecom, we must work together to ensure that our record keeping is accurate, true and not misleading in any sense. Some forms of inaccurate or incomplete reporting are illegal and may lead to criminal and civil liability for the company and its directors, officers and employees. Even if you are tempted or asked to make a representation, either in a document or in oral communication, that is other than fully accurate, you must resist the pressure. This applies to each and every detail of our business. It applies even in circumstances where one might believe that the consequences of the inaccuracy would be harmless.
From the moment books and records are received or created, we must ensure that they are properly maintained and filed. When documents are being sent to parties outside of the company, copies should be made and filed. Where documents are of a confidential nature, they and the envelopes in which they are stored or sent should be marked “Confidential”. If you are discarding documents of a sensitive or confidential nature, these documents should be shredded rather than simply discarded in the waste paper bin.
Golden Telecom maintains archives of all corporate documents, contracts and intellectual property registrations. The company prides itself on the accuracy of its records and the orderliness of its archives. Individual employees may keep copies of such documents for their own work purposes, however, original documentation should be properly filed and maintained in the company archives. The archives themselves should be maintained in an accurate manner, complete with detailed indices so that the specific documents may be easily located and retrieved. Archives should be kept locked and should be accessible only to those persons properly authorized.
With many companies beneath the Golden Telecom, Inc. umbrella, it is important that correct lines of authority within the various companies are properly used to initiate, negotiate and approve transactions. Each employee should be familiar with the approval process and the lines of authority within his or her department and company. Proper approvals of contracts, sales or purchase orders or other transactions should be approved by appropriate officials prior to the transaction being completed. Within each company, the sign-off approval sheets should be signed by the appropriate company officials prior to the execution of the contract by the counterparty. Company officials in one company should not be negotiating, ordering, selling or carrying on business on behalf of another Golden Telecom company with a third party or related party unless specifically authorized. For certain transactions, approval sheets should be signed by the appropriate officials in accordance with the Golden Telecom Schedule of Authority for Corporate Decision Making. Senior management should be familiar with this Schedule of Authority and should ensure that all transactions are conducted in accordance with it.
Confidential Golden Telecom information and trade secrets are important corporate assets that merit the same protection as our physical assets. All employees, agents, consultants and representatives must be careful not to disclose such information to unauthorized persons, either within or outside Golden Telecom, and must exercise care to protect the confidentiality of such information received from another party.
Confidential information refers to information that is not already in the public domain that a company would normally expect to be non-public and that might affect the company’s competitive position. It includes information sometimes referred to as trade secrets.
Some examples of confidential information are:
technical information about current or planned products and/or processes
cost, pricing, marketing or service strategies
information related to mergers and acquisitions
1. Employees consultants, agents and representatives must be careful about where they discuss Golden Telecom matters. It is inappropriate to discuss confidential matters in the presence or within hearing range of unauthorized persons. Use care, since even family and friends may inadvertently convey confidential information to third parties.
2. In instances where it is appropriate for business reasons to disclose Golden Telecom confidential information to third parties, the Legal Department must be contacted before the disclosure so that they can prepare an appropriate confidentiality agreement that includes the necessary safeguards.
3. No employee, consultant, agent or representative shall disclose or use any confidential information gained during Golden Telecom employment for personal profit or to the advantage of the employee or any other person.
4. Obtaining confidential information from a third party without adequate legal safeguards is improper and may expose Golden Telecom to legal risks. Accordingly, we should endeavor to enter into confidentiality agreements with such third parties and then treat any confidential information that we receive with the utmost confidence.
Golden Telecom is committed to providing timely, orderly, consistent and credible information, consistent with legal and regulatory requirements to enable orderly behavior in the market. It is imperative that we accomplish this evenly in good times and bad and that all parties in the investment community have fair access to this information. Our goal is to develop and maintain realistic investor expectations by making all required disclosures on a broadly disseminated basis and being realistic on prospects for future company performance.
Our public disclosure policy covers:
Documents filed with the United States Securities and Exchange Commission (the “SEC”) and written statements made in our annual and quarterly reports
News and earnings releases, letters to shareholders
Speeches by senior management
Information contained in our Internet home page
Oral statements made in any group and individual meetings with analysts and investors, telephone calls with media as well as press conferences
The Golden Telecom General Counsel, the Chief Financial Officer, the Director of Investor Relations and the Principle Accounting Officer will act as the Disclosure Policy Committee (the “DPC”). The DPC will decide when material developments justify public release and will make recommendations to the Chief Executive Officer on disclosure policy. The DPC will determine if and when any press releases should be made.
The Chief Executive Officer, the Chief Financial Officer and the Director of Investor Relations are our primary spokespersons. The Chief Executive Officer may from time to time designate other individuals within the company to speak on our behalf to respond to specific inquiries from the investment community or the media.
Every employee is responsible for apprising the DPC of all material company developments. These developments include:
The status of any merger discussions or activities
Material operational developments
Major management changes
Any other event that could have a material impact on the operating results of the company or the investment community’s view on the valuation of the company.
All employees, other than authorized spokespersons, should NOT respond under any circumstances to inquiries from the investment community or the media unless specifically asked to do so by an authorized spokesperson. The DPC will notify all employees who are authorized as spokespersons.
A more detailed description of Golden Telecom’s disclosure policy can be found in the Public Disclosure Policy or you may contact the General Counsel.
Our directors, officers, employees and their family members
or any outsiders may have the opportunity to learn or gain access to “material
non-public information” about Golden Telecom.
The company’s Compliance Officer may designate such persons as
“Insiders” because they have access to such information. The anti-fraud provisions of the
Whenever an Insider receives information about Golden
Telecom or any other company, he or she should refrain from buying or selling
securities of Golden Telecom or that company while in possession of that
information unless he or she first determines that the information is either
public, non-material or both. In
addition, an Insider should refrain from disclosing the information to others,
such as family, relatives, business or social acquaintances, who do not need to
know it for legitimate business reasons.
In addition, to provide further assurances that non-public information concerning Golden Telecom is not inadvertently misused,
all senior executive officers, members of the board of directors of Golden Telecom and certain designated key employees (designated Section 16 Individuals under section 16 of the United States Exchange Act of 1934) are prohibited from purchasing or selling or from recommending to others that they purchase or sell Golden Telecom securities, except,
1. with the prior consent of the Compliance Officer, AND
2. during certain “trading windows” or “window periods” (as defined in the Policy and Procedures for Directors, Officers and Employees of Golden Telecom, Inc. and its Affiliates on Insider Trading and Tipping) which Golden Telecom may from time to time establish after such events as earnings releases.
all employees of Golden Telecom (other than Section 16 Individuals) are prohibited from purchasing or selling or recommending to others that they purchase or sell Golden Telecom securities, EXCEPT
1. with the prior written consent of the Compliance Officer, OR
2. during window periods established by Golden Telecom.
A full summary of Golden Telecom policy is contained in the Policy and Procedures for Directors, Officers and Employees of Golden Telecom, Inc. and its Affiliates on Insider Trading and Tipping. If you have any questions regarding compliance with these laws and principles, you should contact the Compliance Officer.
Conflict of Interest
You have a primary business responsibility to Golden Telecom and are expected to avoid any activity that may interfere, or have the appearance of interfering, with the performance of this responsibility. A conflict of interest occurs when personal interests interfere with your ability to exercise your judgment objectively or to do your job at Golden Telecom in a way that is certain to be in the best interests of Golden Telecom. Employees, consultants, agents and representatives must avoid actual or potential conflicts of interest. If an employee considers undertaking any activity that may create a conflict of interest, the employee must seek approval of the activity in advance from his or her supervisor, the Legal Department and from the Director of Human Resources. A conflicting interest may subconsciously influence even the most conscientious person and the mere existence of that interest may cause the propriety of an employee’s actions to be questioned.
Some examples of potential conflicts involving employees are:
Contracting with a supplier managed by a close friend or family member.
Working independently as a consultant to a supplier or customer
Having a private business on your own time if you perform work that is similar to work that you perform at Golden Telecom or that Golden Telecom might be interested in performing.
Senior Financial Officers
Members of Golden Telecom’s finance departments hold an important position in Golden Telecom’s corporate governance structure and are uniquely positioned to ensure that Golden Telecom’s financial and commercial interests are protected.
Accordingly, all members of Golden Telecom’s finance departments are expected to:
Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships as detailed in these Guidelines.
Provide shareholders with full, fair, accurate, timely and understandable information in Golden Telecom’s public filings.
with rules and regulations in
Using Copyrighted Materials
At Golden Telecom, we are subject to copyright and other intellectual property laws of several jurisdictions. Many materials used by Golden Telecom employees in the course of their work are protected by copyright laws: computer software, books, audio and videotapes, trade journals and magazines are a few examples. Reproducing, distributing or altering copyrighted materials without the permission of the copyright owner or authorized agents is forbidden. Therefore do not make copies of any part of a third party computer program unless the copy is an authorized back-up copy or the computer software license specifically permits the copy to be made. Bootleg software should not be used or installed on company computers. The downloading of any computer software from the Internet must be properly authorized. Computer software licensed by Golden Telecom must not be illegally copied for personal, company or customer use. If you are uncertain about this, you should consult with the Golden Telecom Information Technology Manager.
E-mail and Internet
E-mail systems are not entirely secure and may be susceptible to interception. Unlike a spoken conversation, e-mail creates a permanent record that may be printed by the recipient and forwarded by the recipient to others and is probably retained on company computers for a substantial period of time. Therefore, Golden Telecom employees should exercise the same care, caution and etiquette in sending an e-mail message as they would in normal written business communications. Make sure that your Golden Telecom e-mail is professional and appropriate to the circumstances. Specifically, Golden Telecom will not tolerate abusive, obscene, offensive or profane e-mail.
While the company’s e-mail system may be used for incidental and occasional personal messages, such use should be kept to a minimum. In addition, because the e-mail system is a Golden Telecom resource, Golden Telecom may, in certain circumstances, have a need to examine and, therefore, reserves the right to read all e-mail communications. Employees with unique or special access to e-mail records shall not access such records outside the normal course of supporting or administering these systems without proper authorization.
Golden Telecom encourages the use of the Internet as a strategic business and learning tool. Occasional access to the Internet for learning or personal use is acceptable, however, employees should not abuse access to the Internet for personal purposes. Golden Telecom has the right to monitor Internet activity and to block offensive, illegal and non-business related sites.
For additional information, please refer to the Statement of IT Policy or address any questions to the Information Technology Manager or the General Counsel.
Golden Telecom, its directors, officers and employees are subject to several Russian and Ukrainian laws which prohibit civil servants and business people from accepting bribes and kickbacks and which prohibit the giving and receiving of all but the most nominal of gifts.
Any violations of the FCPA, Russian and Ukrainian legislation may subject the company and individuals to civil and criminal legal penalties, including fines, prohibitions from carrying on certain business activities or prison terms
Golden Telecom’s policies are fully consistent with the FCPA and the Russian and Ukrainian anti-corruption legislation. The company conducts is business activities in accordance with all applicable laws and its internal procedures and controls are in full accord with the expressed intent of this legislation. Golden Telecom prohibits giving anything of value to officials of foreign governments in order to obtain or retain business. Any proposed incentive to be given to government personnel to secure an improper advantage is not permitted. It should also be noted that state-owned or state-controlled enterprises may be considered a government entity.
The provisions of the FCPA, Russian and Ukrainian legislation are stringent, however, Golden Telecom’s ability to raise capital in international markets means that we must follow the provisions of the laws to the letter. Compliance with the FCPA requires our constant vigilance. Specifically, if an employee, consultant, marketing or sales representative or agent suspects that any payment is being used for improper purposes, he or she must immediately report the situation to his or her supervisor or the Golden Telecom Legal Department. A more full review of the FCPA, Russian and Ukrainian anti-corruption legislation is contained in the GTI Business Practices Training Program. Each employee is also expected to complete annual anti-corruption training and to review the Golden Telecom Business Practices Training Program.
From time to time, Golden Telecom will need to retain the services of outside consultants. No consultant may be retained to perform work for Golden Telecom without the approval of the Director of Human Resources and a formal written agreement prepared by the Golden Telecom Legal Department. These agreements will contain a detailed statement of work, a clear description of the amounts to be paid and all specific provisions required by the Legal Department covering conflicts of interest, standards of conduct, public disclosure, confidentiality provisions and ownership of intellectual property.
Unless specifically approved by Director of Human Resources and the Legal Department, all payment for services or products must be paid in the name of the consultant, agent or representative named as a party in the agreement, paid in a location where the services are performed and paid in local currency. All consultants must be informed about and agree to follow the Guidelines. Those Golden Telecom employees who have contact with the consultants should be vigilant in ensuring that the activities of the consultants are conducted in accordance with the Guidelines with Golden Telecom’s business philosophy.
Equal Employment Opportunity
It is Golden Telecom policy to ensure equal employment and advancement opportunity for all qualified individuals, without distinction or discrimination because of age, color, nationality, race, religion, sex, physical or mental disability.
This policy applies to all employees and applicants for employment and to all aspects of employment relationship including recruitment, hiring, compensation, benefits, training and any other terms and conditions of employment.
The Director of Human Resources should address any questions which you may have regarding this policy. Employment of Closely Related Persons
Golden Telecom wants to make sure that our workplace is fair and untainted by any possible perception of favoritism. We encourage the tradition of family service but have certain rules about employing closely related persons. Our policy is not to employ persons closely related to a Golden Telecom employee without required approvals.
Closely related persons cannot be employed in jobs where one Golden Telecom employee has effective control over any aspect of the related Golden Telecom employee’s job.
Golden Telecom believes that a work environment that reflects an understanding of work force diversity and is free from all forms of discrimination, harassment and intimidation will result in a productive and efficient work force. All employees of Golden Telecom should treat each other with courtesy, dignity and respect. Conduct directed toward any employee that is unwelcome, hostile, offensive, degrading or abusive is unacceptable and will not be tolerated. Such conduct includes, but is not limited to, harassment based on sex, race and nationality.
Any questions regarding this policy should be directed to the Director of Human Resources.
Golden Telecom maintains employment records of its employees, including labor books, contracts, vacation information, promotion details and other personal information. These records of Golden Telecom employees can only be disclosed to other Golden Telecom employees who have a substantial and legitimate need to know the information in an employee’s file or in response to appropriate legal process. Golden Telecom employees with access to these files must take reasonable steps to keep them confidential.