ROCOS

Corporate Social Responsibility Policy.

At Rocos we are committed to acting honestly, fairly and ethically in everything we do.

Rocos

At Rocos Global Limited (Rocos) we provide a cloud platform to build and manage robot operations.Our goal at Rocos is to elevate humanity. We are committed to empowering people and businesses around the world to scale the robotics industry whilst upholding the highest standards of ethics and professionalism.

Introduction to Corporate Social Responsibility (CSR)

At Rocos, our CSR policy refers to the way in which we regulate ourselves to ensure that all of our activities positively affect the world around us. Our CSR policies aim to guarantee that we work ethically, considering human rights as well as the social, economic and environmental impacts of what we do as a business. We aim to meet and exceed any relevant legislation, and if legislation does not exist in a particular area, we will ensure we carry out best practices anyway. Rocos is committed to ensuring that any business undertakings are conducted as ethically as possible.

 

1. Code of ethics

The Rocos Code of Ethics (the “Code”) is fundamental to the way that Rocos intends to do business. The purpose of the Code is to ensure high standards of ethical conduct. The Code aims to achieve this purpose by the use of principles that provide guidance on appropriate standards and conduct. As the Code and the principles set out in it cannot capture every situation that might arise, Rocos personnel should assess actions and decisions against the backdrop of the principles and spirit of the Code and always seek to act consistently with that.

This Code has been approved by the board of directors (the “Board”) of Rocos and all of Rocos’ personnel are expected to be familiar with it. Furthermore, all of Rocos’ personnel (including employees, contractors and other representatives of Rocos from time to time) must comply with the letter and spirit of the Code. This is especially true of directors and senior management. Breaches of the Code will result in appropriate disciplinary or legal action.

If you are unsure at any time of what the Code requires, or if you become aware of a breach of the Code or a legal obligation, please let the chairperson of the Board know. If that is inappropriate, then please contact an alternative Board member or member of the Executive team.

1.1. Conflicts of interest

A conflict of interest means that a person’s interests are in conflict with those of the Company or appear to be in conflict with the Company’s interests. Rocos expects its personnel to act in the Company’s interests at all times. Rocos personnel will not:

(a) take any businessor corporate opportunity or otherwise engage in any commercial activity that could conflict with their ability to perform their duties to Rocos;

(b) support or advocate for any political organisation or cause other than in a personal capacity;

(c) be directly or indirectly involved in any competitor to Rocos, provided that this shall not prevent a Rocos individual from owning up to 5% of the shares or other securities in any competitor that is a listed company; or

(d) do any other thing that may result in a conflict of interest, unless Rocos has provided prior written consent.

1.2. Receipt and use of company information

All information that is received by you as a result of your connection to Rocos is Company property. You should not use that information without Rocos’ approval. Rocos personnel will:

(a) follow Company policy in dealing with Company information; 

(b) take all reasonable precautions to protect Company information from unintended disclosure;

(c) not use Company information for their own purposes; and

(d) not in any other way use information in a way that may not be in Rocos’ best interests.

Rocos personnel will maintain and protect the confidentiality of information entrusted to Rocos about work colleagues, stakeholders and the Company’s business and financial affairs, except where disclosure is allowed by the Company or is required by law. All property that you receive as a result of your connection to Rocos belongs to Rocos. You should only use that property as Rocos authorises you to.

1.3. Receipt and use of company assets and property

All property that you receive as a result of your connection to Rocos belongs to Rocos. You should only use that property as Rocos authorises you to. Rocos personnel will:

(a) protect Rocos property from loss of all kinds;

(b) only use Rocos assets and property for lawful Company purposes and not for personal gain; and

(c) only create, and retain, information and communications required for business needs or to meet legal obligations, unless Rocos allows otherwise.

1.4. Directors’ attention to the matters before them

Rocos expects its directors to be critically engaged with the affairs of the Company. Rocos directors will:

(a) give due consideration to all decisions that they make;

(b) understand the limits of their ability and when help is needed;

(c) meet all of their legal, fiduciary and ethical obligations; and

(d) have an awareness of issues important to the success of Rocos. 

1.5. Acting honestly and in the best interests of the company

All Rocos personnel should act fairly, honestly and in the best interests of the Company. In doing so, Rocos personnel will:

(a) be honest and professional in all their dealings;

(b) not act in a misleading or deceptive way, or in a way that might be misleading or deceptive;

(c) not promise on behalf of the Company to act in a way that the Company cannot or does not intend to act;

(d) undertake their duties with appropriate care and due diligence;

(e) meet all of their obligations required by law; and

(f) not accept or offer bribes, kick-backs or other similar inducements.

1.6. Valuing personnel

Rocos personnel will:

(a) treat others with dignity, respect and justice, taking into consideration cultural sensitivities;

(b) not discriminate on the grounds of race, religion, colour, age, nationality, sex, sexual orientation or any other personal or social condition different from merit and capacity;

(c) not permit any form of violence, harassment or abuse at the workplace;

(d) promote the professional development, training and promotion of Rocos personnel where appropriate;

(e) link remuneration and promotion to merit and capacity;

(f) prioritise health and safety on the job, taking any such measures as are considered reasonable to maximise prevention of occupational risk; and

(g) look to reconcile work at Rocos with personal and family life, recognising that sometimes extra effort is required to meet Rocos’ goals and Rocos personnel should commit whatever is reasonably required to achieve those goals. 

1.7. Reporting breaches of the Code

All Rocos personnel have a responsibility to report breaches of this Code. In particular:

(a) Rocos personnel must report any breach of the Code that they become aware of to their manager, the CEO or the chairperson of the Board;

(b) Or if the manager, the CEO or chairperson of the Board is not the appropriate person in the circumstances, then the breach should be reported to another member of the Executive team.

Reports must be made in good faith and the report and the identity of the reporter must be treated confidentially, so far as possible. The reporter is entitled to protection and fair treatment, regardless of the outcome. 

1.8. Annual Review

This Code is subject to annual review by the Board of the Company. If you have feedback on the Code please contact the chairperson of the Board.

 

2. Diversity

2.1. Purpose

Rocos Global Limited (Rocos) is an Equal Opportunity Employer and is committed to ensuring that all employees and applicants are treated equally, free from discrimination at every stage of the employment lifecycle including:

  • Applicant review and selection
  • Recruitment and on-boarding
  • Training and development
  • Reward and recognition
  • Promotion and transfer
  • Performance management and disciplinary action, and
  • Redundancy and cessation

Rocos is committed to diversity from the Board through to individual advocates in the business. Both have a unique and valuable role to play in supporting Rocos’ commitment to diversity. Employees are encouraged to create and maintain an inclusive and sustainable workplace culture.

2.2. Discrimination

Rocos is committed to providing a working environment that is free from discrimination and that employees and job applicants are not unfairly treated in comparison to others due to reasons of their:

  • Gender
  • Marital status
  • Pregnancy
  • Race / ethnicity / nationality
  • Cultural background
  • Political or religious convictions
  • Impairment / disability
  • Age
  • Family responsibility
  • Family status
  • Sexual orientation.

          2.3. Roco's approach to diversity

Rocos recognises the value in developing a varied and skilled workforce and is committed to fostering an inclusive and collaborative workplace culture that will provide sustainability for the organisation into the future.

Rocos is committed to supporting and promoting the diverse backgrounds and perspectives of our people to provide excellent customer service to an equally diverse community. Rocos’s commitment to recognising the importance of diversity extends to all parts of our business including recruitment, appointment to roles, Board appointments, employee retention, flexible work arrangements, forms of leave available to employees, Rocos’ policies and procedures and training and development.

Our approach is underpinned by a Diversity Strategy endorsed by our leadership team and a range of supporting policies. These policies are:

  • Workplace Conduct – Rocos is committed to eliminating all forms of unlawful discrimination, unlawful harassment and bullying of persons in the workplace. This is an important part of not only Rocos’ legislative requirement under New Zealand law, but also supports our commitment to promote an environment where all people can work without concern ofunacceptable workplace behaviour.

  • Appointment to Role – It is vital that capable and diverse employees are attracted, retained and assigned to roles that maximise their contribution and potential. A fair and effective process for role appointments is essential to ensure that we can access the broadest range of diverse candidates, to ensure our commitment to merit-based appointment.

  • Occupational Health and Safety Policy and Procedures – The health and safety of our people, external contractors and customers is essential to our future success. We are committed to providing a safe and welcoming place of work.

  • Flexible Working Arrangements – We are committed to recruiting and retaining the best talent to help us achieve our goal. This means we need to be flexible in the way we work to meet the ever changing needs of our people and our customers. Flexible work arrangements can assist in providing a way of recognising and accommodating individual circumstances whilst balancing Rocos’ business requirements.

  • Leave Policy – Rocos understands that our people have changing needs during different stages of life and career. A variety of leave options are available to employees to help them. This may include parental leave, study assistance, leave without pay, personal/carer’sleave as well as ceremonial/cultural leave

3.0 Legality

Rocos will:

  • Respect the law
  • Follow its internal policies
  • Ensure that all its business operations are legitimate
  • Keep every partnership and collaboration open and transparent

4.0 The environment

Rocos recognizes the need to protect our natural environment. Keeping our environment clean and unpolluted is a benefit to all. We’ll always follow best practices when disposing garbage and using chemical substances. This includes:

  • Recycling where possible
  • Conserving energy
  • Using environmentally-friendly packaging and technologies

5.0 Human rights

Our company is dedicated to protecting human rights. We are a committed equal opportunity employer and will abide by all fair labor practices. We’ll ensure that our activities do not directly or indirectly violate human rights in any country (e.g. forced labor).

 

6.0 Learning and development

Developing the next generation of technologists is important to us, and we have an active internship program. In this, students are nurtured through projects with specialists relating to their area of interest. We also engage with learning institutions and work with their research teams relating to the advancements of robotics in real world use cases and we encourage visits to our sites for learning and development for the wider robotics community. Management must communicate this policy on all levels. Managers are also responsible for resolving any CSR issues.

 

7.0 Whistle blowing policy

7.1 Purpose

Rocos (the Company) is committed to high standards of conduct and ethical behaviour in our business activities. We promote and support a culture of honesty and good ethical practice, corporate compliance and corporate governance.The Company encourages the reporting of any instances of suspected unethical, illegal, fraudulent or undesirable conduct involving the Company’s businesses. The Company provides protections and measures so that anyone who makes a report may do so confidentially and without fear of intimidation, disadvantage or reprisal. Conduct that appears illegal, unethical or otherwise improper, should be reported but you may feel apprehensive about raising your concerns because of the fear of possible adverse repercussions to you. This Whistleblower Policy (the Policy) aims to make you feel confident about raising concerns internally, by offering a reporting and investigative mechanism that is objective, confidential, independent and protects you from reprisal or disadvantage.

7.2 Scope

The Policy applies to current and former:

  • Directors and alternate Directors
  • Officers, employees(including permanent, fixed-term, seconded and casual employees) and independent contractors
  • Service providers (e.g. auditors, accountants, brokers and consultants) and suppliers (whether paid or unpaid)
  • Employees of these service providers or suppliers of Rocos GlobalLimited and, if applicable,its subsidiaries (the Group).

This Policy covers reports about company wrong doing, including any conduct by Group entity directors, employees, or contractors deemed unethical, dishonest, improper, illegal or a danger to the public or financial system. Personal work-related complaints or grievances (e.g. interpersonal conflicts, promotion decisions and disciplinary actions) should be lodged or raised under the Group entity’s relevant grievance procedure.

7.3. Stakeholders and Responsibilities

  • The Chief Executive Officer of each Group entity is responsible for fostering a culture of compliance across the Company.
  • The Company Secretary has overall responsibility for implementing and reviewing the Policy.
  • Subsidiary Boards are accountable for the effectiveness of reporting mechanisms, investigation and actions taken to address the concerns.
  • Managers are responsible to provide an overview and a copy of this Policy to new employees at induction.

         7.4. What is Reportable Conduct?

You may make a report under this Policy if you have reasonable grounds to suspect that a director, officer, employee, independent contractor, supplier, tenderer or another person who has business dealings with the Company has engaged in conduct ("Reportable Conduct") which:

  • Is dishonest, fraudulent or corrupt, including bribery
  • Is an illegal activity (such as theft, violence, harassment or intimidation, criminal damage to property or other breaches of state or federal law)
  • Is unethical or in violation of the Company’s policies (such as dishonestly altering company records or data, adopting questionable accounting practices or wilfully breaching the Company’s Code of Conduct or other policies or procedures)
  • Conceals Reportable Conduct
  • Is potentially damaging to the Company, a Company employee or a third party, such as unsafe work practices, environmental damage, health risks or abuse of the Company’s property or resources
  • Amounts to an abuse of authority
  • Endangers the public or the financial system
  • May cause financial loss to the Company or damage its reputation or be otherwise detrimental to the Company’s interests
  • Involves serious harassment, discrimination, victimisation or bullying
  • Is an offence punishable by imprisonment of 12 months or more
  • Or involves any other kind of misconduct or an improper state of affairs or circumstances

          7.5. Who Can I Make a Report To?

The Company has several channels for making a report if you become aware of any issue or behaviour which you consider to be Reportable Conduct. To ensure appropriate escalation and timely investigation, we request for reports under this Policy, be made to one of our Whistleblower Protection Officers, which includes:

  • Any Director of the Company’s Board
  • The Chief Operating Officer
  • Or Reports should be marked to the attention of the Whistleblower Protection Officer. 

Reports can be mailed to the Company’s registered office. For further contact details refer to the Company’s website. The report may also be made to external people or bodies including an appropriate authority (in certain circumstances).You may report anonymously.

7.6. Investigation of Reportable Conduct

We investigate and record all reports fairly, objectively and confidentially. The Company will investigate all matters reported under this Policy as soon as practicable after the issue has been reported. A Whistleblower Protection Officer may, with your consent, appoint a person to assist in the investigation of a report. The particular investigation process and enquiries adopted will be determined by the nature and substance of the report. Shortly after receipt of the report, the Whistleblower Protection Officer or investigator will discuss the investigation procedure with you. Where a report is submitted anonymously,the Company will conduct the investigation and its enquiries based on the information provided to it.

7.7. What Information do I Need to Provide in my Report?

For a report to be investigated, it must contain enough information to form a reasonable basis for investigation. It's important, therefore,that you provide as much information as possible. This includes any known details about the events underlying the report, including:

  • Date
  • Time
  • Location
  • Name of the person(s) involved
  • Possible witnesses to the events
  • And other evidence of the events (e.g. documents, emails)

In your report, describe any steps you have taken previously to report the matter elsewhere or resolve the concern. If a report does not contain sufficient information to form a reasonable basis for investigation, the investigator will request additional information from you. If this additional information is not able to be obtained, and the investigation is unable to be completed, then the report will be closed, and you will be informed.

7.8. How Long will the Investigation Take?

The investigation process will vary depending on the nature of the Reportable Conduct and the amount of information provided. The investigator aims to conclude the investigation within six (6) weeks of the report. If the report raises complex issues and the investigator considers it impossible to conclude the investigation within six (6) weeks, an attempt will be made to notify the individual who reported the concern of the expected investigation timeframe.

If there is insufficient information to warrant further investigation, or the initial investigation immediately identifies there is no case to answer,the investigator will notify you at the earliest possible opportunity.

7.9. How will I Receive Information on my Investigation?

The investigator assigned to handle your Whistleblower report will tell you the outcome of the investigation unless prevented by lawfrom doing so. The investigator also notifies theCompany’s Board of Directors (Company’s Board) of the outcome of the investigation. Potential outcomes include:
  • Your concern was substantiated, and appropriate action has been taken
  • Your concern was not substantiated, and no further action will be taken unless further evidence becomes available
  • A determination was not possible, and no further action will be taken unless further evidence becomes available
  • And you may be provided with further feedback, subject to the privacy and confidentiality rights of any individual under investigation and any other confidentiality requirements.

7.10. What Happens if the Concern is Substantiated?

Where the investigator substantiates the report, the Company will consider whether changes to internal processes and systems are required to reduce the likelihood of the Reportable Conduct happening again. Where a person is foundto have engaged in misconduct, the matter will be dealt withunder the Company’s disciplinary procedures. This may result in disciplinary action, including dismissal. Criminal matters will be reported to the police or other appropriate regulatory authorities.

7.11. What if I am not satisfied?

If you believe that your report was not dealt with according to this Policy, or are dissatisfied with the investigation outcome, then you may escalate the matter to the Chair of the Board.

7.12. Protection of Whistleblowers

The Company is committed to ensuring confidentiality in respectof all matters raised under this Policy, and that those who make a report are treated fairly and do not suffer detriment. The Company will safeguard your interest, having regard to this Policy, the Protected Disclosures Act 2000 and any other applicable policies and laws. In particular, a person who makes a protected disclosure under the Protected Disclosures Act 2000 is not liable to any civil or criminal proceeding or to a disciplinary proceeding by reason of having made or referred that disclosure of information.

7.12.1 Protection against retaliatory action

Retaliatory action includes dismissal, demotion, harassment, discrimination, disciplinary action, bias, threats or other unfavourable treatment connected with making areport. If you are subjected to detrimental treatment as a result of making a report under this Policy, you should inform a Whistleblower Protection Officer. If you suffer any undue loss connected with making a report under this Policy, the Company shall after making appropriate enquiries/ investigations, compensate you or provide another appropriate remedy. You may seek independent legal advice if you believe that you have suffered retaliatory action. If your report was a protected disclosure, you alsohave the right to raise a personal grievance with the Company. You will be protected under this policy when you make a disclosure of a Reportable Conduct even if the investigation rules that your concern was not substantiatedor if a determination was not possible.

7.12.2 Protection of your identity and confidentiality

Upon receiving a report under this Policy, the Company will only share your status as a Whistleblower or information likely to reveal your identity if:

a) you consent in writing;

b) a person with knowledge of the report reasonably believes that disclosure of identifying information is essential to the effective investigation of the allegations in the report, or is essential to prevent serious risk to public health or public safety or the environment, or is essential having regard to the principles of natural justice. The Company will otherwise use its best endeavours not to disclose this information. Whistleblowers are assured that a release of information in breach of this Policy will beregarded as a serious matter and dealt with under the Company’s disciplinary procedures.

Any disclosures of your identity or information likely to reveal your identity will only be made on a strictly confidential basis.

7.12.3 Protection of files and records

All files and documents created from an investigation will be retained securely. The unauthorised release of information to someone not involved in the investigation (other than senior managers or directors) without your consent as a Whistleblower will be a breach of this Policy.

7.13. Duties of Employees Concerning Reportable Conduct

It is expected that employees of the Company who become aware of actual, suspected or potential cases of Reportable Conduct will make a report under this Policy or under other applicable policies.

7.14. Reporting Procedures

The Whistleblower Protection Officer will report to the Company’s Board on the number and type of Whistleblower incident reports. These reports will be made on a 'no names' basis, maintaining the confidentiality of matters raised under this Policy. The Company’s Board will receive copies of all Whistleblower reports from the Whistleblower Protection Officer (with identifying details redacted). In addition, serious or material Reportable Conduct will be considered by the Whistleblower Protection Officer for immediate referral to the Chair of the Board.

7.15. False Reporting

A false report of a reportable matter could significantlyaffect the Company’s reputation and the reputations of Officers and other staff members and could also cause considerable misuse of time and effort. Any deliberately false reporting of a Reportable Conduct, whether under this Policy or otherwise, will be treated as a serious disciplinary matter.

7.16. Questions

Any questions about this Policy should be directed to the Whistleblower Protection Officer.

7.17. Statutory Protections

All reports of Reportable Conduct are protected under this Policy. Reports by employees of the Company will also be protected under the Protected Disclosures Act 2000 where:

a) the information is about serious wrongdoing in or by the Company that:

  • poses a serious risk to public health, public safety or the environment;
  • or poses a serious risk to the maintenance of law, including the investigation of and detection of offences; or is an offence; and
(b) you believe on reasonable grounds that the information in your report is true or likely to be true; and
 
(c) you wish to disclose the information so that the serious wrongdoing can be investigated; and
 
(d) you wish the disclosure to be protected.
 
If you are an employee of the Company and are unsure about whether or how you can make a report that is a protected disclosure, you can seek information and guidance from the Ombudsman.
 
7.18. Policy Review Process
The Company Secretary is responsible for reviewing the effectiveness of this Policy, including key protections and support to disclosers, on an annual basis. Amendments to this Policy require approval from the Chief Executive Officer and the Company’s Board.