Code of Ethics and Professional Conduct

The Vero way of working prioritizes transparent, honest communications.

This form of thinking is even embedded in our name—Vero, in Latin, means true.

Since our founding in 2007, Vero’s commitment to excellence in communication and marketing is inseparable from our dedication to upholding and promoting the highest standards of ethics and conduct.

This Code of Ethics (‘Code’) outlines the ethical standards expected from all Vero team members at all times. As members of the Vero team, we are individually and collectively responsible for maintaining these standards.

Our Code is founded on our core values: Trust, Kindness, Curiosity, and our responsibility towards Sustainability, the Environment, and the organizations we serve. Leaders at Vero are tasked with exemplifying these standards and creating a work environment that empowers ethical conduct. All Vero team members are expected to adhere to this Code, and to affirm their commitment to our ethical principles, core values, and the policies outlined herein.

By following this Code, we not only maintain our professional integrity, but we also contribute to our broader mission of creating impactful, responsible, and sustainable communication strategies in the dynamic field of brand communications.

Many ethical matters may need to be reviewed and discussed on a case-by-case basis. If there are questions about ethical matters that this guide does not sufficiently address, questions and comments are welcome. Please send your questions to me directly or to whistleblowing@vero-asean.com.

Thank you for giving this Code your attention.

Sincerely,

Brian Griffin

Trust

Trust is the foundation of our relationships with colleagues, clients, and partners. To uphold this value, we commit to:

• Autonomy and Responsibility: Empowering individuals with the autonomy to make decisions while holding ourselves accountable for the outcomes of those decisions.
• Transparency: Maintaining openness in communication and actions to build confidence and mutual respect.
• Honesty: Ensuring integrity in all interactions and communications, fostering an environment where trust can flourish.
• Good Judgment: Using good judgement in all situations, including interactions with colleagues, clients, and stakeholders, as well as on social media, while seeking input from superiors and peers when unsure.

Kindness

Kindness enhances our professional and personal interactions. We practice kindness by:

• Respect and Courtesy: Demonstrating respect for others’ perspectives and opinions and showing courtesy in all communications.
• Gratitude and Support: Showing gratitude to colleagues, clients, and partners by offering support and recognizing their contributions and efforts.
• Empathy and Solidarity: Understanding and acknowledging the challenges others may face and standing together to support one another.
• People First: Prioritizing the needs of the client and the team and focusing on collective goals.
• Diversity: Fostering an inclusive environment that welcomes all individuals regardless of gender identity, ethnicity, sexual orientation, religion, or race.

Curiosity

Curiosity drives our innovation and growth. We embrace curiosity by:

• Active Listening: Engaging fully with others’ ideas and perspectives and being open to new insights and feedback.
• Lifelong Learning: Pursuing continuous learning and development to stay informed and adaptable in a rapidly changing environment, while also embracing emerging technologies.
• Embracing Diversity: Valuing diverse viewpoints and experiences as essential to our collective progress and success.
• Exploring New Possibilities: Approaching challenges with an open mind and a willingness to explore new frontiers to uncover creative solutions.

Sustainability and Environment

Our commitment to sustainability and environmental stewardship is integral to our operations and values. In addition to being a signatory of the Clean Creatives Pledge, which is a commitment to forsake all work for the fossil fuels industry, we prioritize the following:

• Resource Efficiency: Implementing practices that minimize waste and optimize the use of resources, including energy and materials.
• Environmental Responsibility: Taking proactive steps to reduce our environmental footprint, including sustainable sourcing and reducing emissions.
• Innovation for Sustainability: Encouraging and investing in innovations that promote sustainability and environmental conservation.
• Community Engagement: Supporting and participating in initiatives that benefit the environment and contribute to the well-being of our communities.

Vero’s Commitment to the Clean Creatives Pledge

At Vero, we believe that stories influence change. This is why, as storytellers, we signed the Clean Creatives Pledge, a commitment that aligns our work with the principles of transparency, integrity, and sustainability. By taking this step, we have pledged to avoid working with oil, gas, and coal companies—industries with a track record of using communications to greenwash their environmental impact rather than taking meaningful steps toward sustainability.

Several studies (such as this one) have shown that most communications from these sectors are designed to obscure harmful practices rather than address them. At Vero, we choose to align ourselves with organizations that are willing to confront challenges honestly and strive for genuine progress. Our decision not to work with fossil fuel companies reflects our dedication to using our skills and resources in ways that contribute to a more sustainable future.

It’s important to note that not all of our clients have perfect environmental records. However, the clients we choose to partner with demonstrate a commitment to honest communications and are actively working toward sustainability goals. We believe in helping these organizations share their progress, navigate their challenges transparently, and engage stakeholders in meaningful ways.

This commitment influences how we approach our work, ensuring that every campaign, strategy, and narrative we develop aligns with our values. We hold ourselves accountable to the same standards we expect from our clients: honesty, progress, and a shared vision for a sustainable future. By signing the Clean Creatives Pledge, we reaffirm our belief in the transformative power of ethical communications and our responsibility to contribute to the global effort for environmental sustainability.

There may be instances where it’s unclear whether our work with a client aligns with our pledge. In these cases, we should contact the Clean Creatives organization, who can provide guidance on whether our work would be compliant.

Non-Discrimination

At Vero, we are committed to fostering a diverse and inclusive workplace where all team members are treated with dignity and respect. We strictly prohibit discrimination based on race, color, religion, gender identity or expression, sexual orientation, national origin, genetics, disability, age, or any other status protected under applicable local laws. This policy applies to all terms and conditions of employment, including but not limited to hiring, placement, promotion, termination, layoff, recall, transfer, leaves of absence, compensation, and training.

We recognize the importance of respecting the unique cultural and societal norms of each country we operate in, while maintaining a universal standard of respect and equality. Any form of harassment, bullying, or discrimination is unacceptable and will be dealt with promptly and effectively.

By embodying Trust, Kindness, Curiosity, Sustainability, and a commitment to Non-Discrimination, we build a strong, ethical foundation for our organization and contribute to a positive and productive work environment.

The company conducts its business with ethics. Executives and team members shall adhere to the following guidelines of core ethical values in performing their duties as representatives of the company:

1. Adhere to moral and ethical principles.
2. Have good sense and uphold honesty and accountability.
3. Put group interest before self-interest while avoiding conflict of interest.
4. Stand for and do what is right, just, and legitimate.
5. Respect and uphold the intellectual property rights of clients, partners, and competitors.
6. Provide service to client organizations in a timely, courteous, and non-discriminatory manner.
7. Provide factually correct information to the public and to clients.
8. Focus on goal achievement, maintenance of professional standards and quality as well as transparent and examinable operations.
9. Uphold the law.
10. Commit to sustainable practices and support social initiatives, encouraging clients to adopt similar approaches.

This Code is designed to provide a frame of reference against which to measure any activities within Vero. Team members should seek guidance from the Human Resources (HR) team when they are in doubt about the proper course of action in certain situations, as it is the ultimate responsibility of each team member to do the right thing—a responsibility that cannot be delegated. Team members should always be guided by the following basic principles.

Compliance with laws, rules, and regulations

Directors, executives, and team members are bound by the law. Compliance with all applicable laws and regulations must never be compromised. Additionally, team members shall adhere to internal rules and regulations as they apply in each situation. Those internal rules are specific to the Company and may go beyond what is required by law.

Conflicts of Interest

A conflict of interest occurs when the personal interests of a team member or the interests of a third party compete with the interests of the Company. In such a situation, it can be difficult for team members to act fully in the best interests of the Company. Team members shall avoid conflicts of interest whenever possible. If a conflict-of-interest situation has occurred or if a team member faces a situation that may involve or lead to a conflict of interest, the team member shall disclose it to his or her Line Manager and/or the HR officer-in-charge or the Legal or Compliance Function to resolve the situation in a fair and transparent manner.

Side Hustles and Outside Engagement

At Vero, we value and encourage team members’ involvement with the broader community, including pursuing side hustles, volunteering, and participating in charitable organizations and nonprofits. However, it is essential to ensure that all outside activities align with Vero’s standards of integrity, focus, and commitment to excellence. Below are key guidelines for undertaking a side hustle and engaging in activities outside of Vero:

Non-Competition: Side hustles must not compete with Vero’s business or services. Team members may not consult for or work with competitors, suppliers, or any entity that could create a conflict of interest.

Work Prioritization: Side hustles must not interfere with a team member’s ability to meet the expectations and demands of their role at Vero. Vero work remains the top professional priority.

Disclosure and Approval: Team members must disclose the details of any side hustle, outside business interest, or external employment in writing and obtain prior approval from their supervisor or the HR team.

Ownership and Employment: This policy applies to both the ownership of outside business interests and external work commitments.

Alignment with Values: Side hustles that contribute positively to the community, such as those involving nonprofit or charitable organizations, are encouraged. However, disclosure and approval are still required to ensure alignment with Vero’s standards.

Vero reserves the right to review any side hustle and determine whether it aligns with the company’s interests and the team member’s responsibilities. Failure to disclose or seek approval for a side hustle may result in disciplinary action, up to and including termination.

This policy aims to support team members in pursuing outside passions while maintaining Vero’s integrity and dedication to excellence.

Families and Relatives

Immediate family members and partners of team members may be hired as employees or consultants only if the appointment is based on qualifications, performance, skills, and experience and if there is no direct or indirect reporting relationship between the team member and his or her relative or partner. These principles of fair employment will apply to all aspects of employment, including compensation, promotions, and transfers, as well as in case the relationship develops after the respective team member has joined the Company.

Romantic Relationships in the Workplace

At Vero, we understand that working closely together can sometimes lead to romantic relationships. While such relationships are a natural part of life, they can also present challenges in the workplace. To uphold a culture of fairness, respect, and professionalism, we encourage team members to approach these situations thoughtfully and responsibly.

Workplace relationships have the potential to create misunderstandings, conflicts, and perceptions of favoritism, particularly when they involve a superior and a subordinate. To safeguard the integrity of our workplace, Vero team members are discouraged from engaging in romantic relationships with a superior, peer, or subordinate. However, if such a relationship does develop, it is essential to disclose it to the HR team.

Disclosure allows us to assess whether the relationship presents a conflict of interest or could impact team dynamics. In some instances, this may lead to reassignment or adjustments in reporting structures to ensure that all parties involved, and their colleagues, can work in an environment that remains fair and unbiased.

Leaders bear a heightened responsibility to set an example of professionalism. Romantic relationships with subordinates are strongly discouraged, as they can undermine trust and create challenging power dynamics.

Our goal is not to intrude on personal lives but to ensure a workplace where all team members feel valued, respected, and free from concerns of favoritism or bias. By fostering transparency and fairness, we aim to protect both the well-being of individuals and the overall health of our team. Relationships may happen, but how we navigate them is what matters most.

Vendors and Suppliers

At Vero, we recognize that our vendors and suppliers are vital partners in delivering outstanding results for our clients. To maintain the highest standards of quality, compliance, and ethical behavior, we require all vendors to operate within the frameworks established by Vero.

All vendors and suppliers must adhere to Vero’s approved agreement templates, which are carefully crafted and reviewed by our legal counsel. This ensures consistency in our contracts, protects Vero’s interests, and establishes clear expectations for both parties. Using the approved templates helps minimize risk, maintain transparency, and create a strong foundation for collaboration. Any modifications to these agreements must be reviewed and approved by Vero’s legal team prior to execution.

Equally important, all vendors are expected to follow the same code of ethics that guides the actions of our team members. Vero is committed to integrity, fairness, and accountability in all aspects of our work, and we extend these principles to our partnerships with external collaborators. Vendors must align with our ethical standards, including compliance with local laws and regulations, respect for diversity and inclusion, and a commitment to fair labor practices.

By aligning with our processes and ethical guidelines, vendors and suppliers contribute to the trust and reputation Vero has built over time. We value these partnerships and are committed to fostering collaboration that upholds the high standards our clients and stakeholders expect.

Client Conflicts

At Vero, we hold ourselves to the highest ethical standards when managing client relationships, particularly when it comes to navigating competing interests. We believe that through robust contracts, NDAs, and sound organizational management, we can serve clients with overlapping interests fairly and responsibly.

Given Vero’s scale and resources today, we have the capability to provide expert consultation to competing clients while maintaining strict separation of teams and safeguarding sensitive information. By assigning completely independent teams of professionals to each client, we ensure that no conflicts of interest arise and that each client receives dedicated, tailored, and confidential support.

Our data security protocols further reinforce this commitment. We have systems and processes in place to restrict access to sensitive data, ensuring that client information remains secure and confidential. This commitment to data protection is a cornerstone of how we manage competing client relationships transparently and ethically.

Before entering exclusivity agreements with any client, it is crucial to discuss the implications of such arrangements. While we recognize the value of exclusivity for some clients, our guiding principle is to manage competing interests in a way that is equitable, efficient, and aligned with Vero’s values.

By fostering open communication and implementing clear protocols, we aim to build trust and provide clarity to all our clients. Managing client conflicts ethically is not just a business necessity—it is an opportunity to demonstrate our integrity, professionalism, and unwavering commitment to delivering value for every client we serve.

Confidential Information

Team members must protect confidential information related to Vero, its clients, and its business partners. Confidential information must not be disclosed to unauthorized individuals or used for personal gain. All client and supplier information can only be shared on a need-to-know basis within the organization. Additionally, any vendor engaged to handle client proprietary information must have signed a dedicated Non-Disclosure Agreement (NDA) before any information is shared.

Data Protection

Vero is committed to protecting the privacy and security of personal data. Team members must comply with all data protection laws and company policies related to the collection, use, and storage of personal data.

Unauthorized Use of Data. Unauthorized use of data includes, but is not limited to:

1. Using confidential or proprietary data for personal gain;
2. Sharing data with unauthorized third parties;
3. Accessing data not necessary for one’s job function;
4. Storing company or client data on personal devices without proper security measures;
5. Modifying data without proper authorization;
6. Using data in violation of any applicable laws or regulations.

Training on Data Privacy. All team members with access to sensitive data must undergo annual training on data privacy policies. This training will cover:

1. Current data protection laws and regulations.
2. Company policies on data handling and privacy.
3. Best practices for data security.
4. Procedures for reporting data breaches or suspicious activities.
5. Updates on emerging threats and new security measures.

Records of completed training will be maintained by the HR team.

Protection of Company Assets

Team members must never engage in fraudulent or any other dishonest conduct involving the property or assets or the financial reporting and accounting of the Company. This may not only entail disciplinary sanctions but also result in criminal charges. Team members shall safeguard and make only proper and efficient use of the Company’s property. All team members shall seek to protect Company property from loss, damage, misuse, theft, fraud, embezzlement, and destruction. These obligations cover both tangible and intangible assets, including trademarks, know-how, confidential or proprietary information and information systems. To the extent permitted under applicable law, the Company reserves the right to monitor and inspect how its assets are used by team members, including inspection of all e-mail, data, and files kept on Company network terminals.

Laptop and IT

To protect the functionality and longevity of company laptops, this policy ensures responsible laptop use and security for employees, supporting flexible work across locations.

1. General Handling: Handle laptops carefully. Avoid dropping, stacking items on, or otherwise mishandling laptops.
2. Daily Transport: Employees may take laptops home, or to off-site meetings, client visits, and work events. When transporting, always use a secure, padded case.
3. Environment: Avoid exposing laptops to extreme temperatures, direct sunlight, or moisture.
4. Incident Reporting: Report any loss, theft, or damage to the HR team and management immediately.
5. Maintenance: Ensure regular updates and system checks to optimize laptop performance and security.
6. Return of Equipment: Return laptops and accessories in good condition upon departure or reassignment.
7. Accountability & Inspections: Employees are responsible for the care of assigned laptops. The HR team conducts routine checks, and employees must report any issues immediately to avoid further damage. If damage results from negligence, employees may be accountable for repair costs.
8. Repair & Replacement Damage Assessment: The HR team will assess the damage to determine the cause and repair responsibility. Vero covers repairs for normal wear. Negligence-related repairs may require cost-sharing. Repeated damage due to negligence may lead to a laptop replacement, with potential costs passed on to the employee.
9. Damage Assessment Guidelines: To differentiate between normal wear and tear and negligence/improper use, consider the following:
   1. Normal wear and tear includes minor scratches, normal keyboard wear over time, and reduced battery life as a result of regular charging cycles.
   2. Negligence or improper use includes cracked screens, liquid damage, broken components and evidence of unauthorized modifications or extreme temperatures. Missing or broken parts, such as keys from the keyboard, indicate rough handling. This may also include evidence of unauthorized hardware modifications or tampering with the laptop’s internal components. Accumulation of dirt, grime, or other substances indicate poor maintenance and care. Lastly, damage resulting from using the laptop for unintended purposes, such as physical support or in environments not suitable for electronic devices, is included.

Bribery and Corruption

Team members must never, directly or through intermediaries, offer or promise any personal or improper financial or other advantage to obtain or retain a business or other advantage from a third party, whether public or private. Nor must they accept any such advantage in return for any preferential treatment from a third party. Moreover, team members must refrain from any activity or behavior that could give rise to the appearance or suspicion of such conduct or the attempt thereof. Team members should be aware that the offering or giving of improper benefits to influence the decision of the recipient, even if he or she is not a government official, may not only entail disciplinary sanctions but also result in criminal charges. Improper benefits may consist of anything of value for the recipient, including employment or consultancy contracts for closely related parties.

Annual Anti-Corruption Training: The company will conduct mandatory annual training on its anti-corruption system for all team members. This training will include:

1. Overview of anti-corruption laws and regulations;
2. Company policies and procedures related to anti-corruption;
3. How to identify and report potential corruption;
4. Case studies and practical examples;
5. Updates on any changes to anti-corruption policies or procedures.

Completion of this training will be recorded and monitored by the HR team.

Gifts and Favors

Team members shall not be influenced by receiving favors, nor shall they try to improperly influence others by providing favors. Team members may only offer or accept reasonable meals and symbolic gifts that are appropriate under the circumstances, and they shall not accept or offer gifts, meals, or entertainment if such behavior could create the impression of improperly influencing the respective business relationship. When in doubt, the team members shall seek guidance from their Line Manager or the Legal or Finance Function.

Political Contributions and Activities

Vero has a formal oversight policy covering direct or indirect political contributions. Team members and representatives of Vero must not use company resources or their position within the company to support political parties, politicians, or lobby groups. Any political activity must be conducted in a personal capacity and must not imply the endorsement of Vero.

Charitable Donations and Sponsorships

All charitable donations and sponsorships made by Vero are subject to rigorous oversight to ensure they align with our values and do not create conflicts of interest. Donations and sponsorship must be transparent, documented, and approved by the relevant authorities within the company.

Public Disclosure

Vero is committed to publicly disclosing all financial and in-kind contributions to political parties, politicians, lobby groups, charitable organizations, and advocacy groups. This transparency is essential to maintaining trust and accountability with our stakeholders.

Equal Opportunity and Non-Discrimination

Vero is an equal-opportunity employer committed to providing a workplace free from discrimination and harassment. All employment decisions are based on merit, qualifications, and business needs without regard to race, color, religion, gender, sexual orientation, age, national origin, disability, or any other characteristic protected by law. Discriminatory behavior based on any of these factors is not tolerated and will result in disciplinary action.

Prohibition of Harassment

Vero prohibits harassment in any form, including verbal, physical, or visual harassment. Workplace harassment based on race, gender, sexual orientation, religion, disability, or any other characteristic protected by law will not be tolerated. All team members are expected to foster a professional and respectful work environment.

Health and Safety

The health and safety of our team members are of paramount importance. Vero is committed to providing a safe and healthy work environment. Team members are expected to adhere to all safety protocols and report any unsafe conditions or incidents immediately.

Respect and Dignity

Team members must treat each other and all stakeholders with respect and dignity. Abusive, harassing, or discriminatory behavior will not be tolerated and may result in disciplinary action.

Training and Education

Vero provides ongoing training and education to ensure that team members understand and comply with this Code of Ethics. Team members are encouraged to seek guidance and clarification on any ethical issues or concerns.

Review and Updates

This Code of Ethics is reviewed regularly to ensure it remains relevant and effective. Feedback from team members, stakeholders, and external experts is considered in the review process. Updates to the Code will be communicated promptly to all team members.

By adhering to this Code of Ethics, we can ensure that Vero remains a trusted and respected organization. Our commitment to ethical conduct is essential to our success and the trust we build with our clients, partners, and the communities we serve.

We are all stewards of Vero’s reputation, and it is our collective responsibility to uphold the highest standards of integrity and ethical behavior.

If you have any doubt about an act that you witnessed and that you may believe to be in violation of or non-compliance with laws, rules, regulations, or this Code of Ethics, you may report or send a complaint together with evidence using the channels below.

Anonymized Internal Whistleblowing Form

Team members may access the Anonymized Internal Whistleblowing Form at this Link and the QR code below:

Public Email

You may also reach the company’s C-suite with an email to: whistleblowing@vero-asean.com.

Conditions for consideration require that any clues or complaints submitted must be handled according to the company’s established whistleblowing and complaint procedures. It ensures that the rights of those who report are protected and that the process follows the company’s announced guidelines.

Confidentiality Policy for Whistleblowers. Vero is committed to protecting the confidentiality of whistleblowers. The identity of any team member who makes a report in good faith will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. All reports will be treated seriously and investigated promptly.

Retaliation against any team member who reports a concern in good faith is strictly prohibited. Any team member found to have engaged in retaliatory behavior will be subject to disciplinary action, up to and including termination of employment.

Any violation or non-compliance with this Code of Ethics and Professional Conduct is subject to the disciplinary penalty specified in work regulations. The Company will consider the penalty with justice in accordance with reasonableness and appropriateness. The penalties include verbal warning, written warning, work suspension, and dismissal. The team members must not violate or misconduct the Code upon receiving a verbal warning. In case of severe faults, for example, giving or taking bribery, corruption, disclosure of corporate secret or intellectual property to the third party, concealing or negligence to report any important information to a supervisor, and any act that damages an honor of the Company, the Company may consider dismissing such violating person immediately without any prior notice.

When there is any fault against the Code of Ethics that is also against the law, the said person will be subject to legal prosecution.

If the penalty cannot be judged for violation of the Code of Ethics and Professional Conduct, the said matter must be forwarded to the Chief Executive Officer for consideration, and his judgment is deemed final.

Team members should always feel comfortable reaching out to the HR team or using the whistleblowing forms whenever they have questions about handling specific situations at work. The reality is that for some matters related to ethics and the code, a case-by-case analysis and discussion might be necessary given the potential for so many variables to come into play in making a determination about how we handle specific situations.

As PR advisors, we recommend the Front-Page Test as a practical tool for understanding the company’s stance on various issues.

The Front-Page Test is a thought experiment that aids in quick ethical decision-making by considering how one would feel if their actions were reported in the news. This exercise can be especially helpful when time is limited and consulting an ethics commission isn’t feasible. To use the Front-Page Test, ask yourself: How would you feel if your actions were reported on the front page of a newspaper? How would your parents and friends feel about this decision? Can you give your harshest critic a straightforward explanation of why this was the right thing to do? This test encourages individuals to avoid rationalizing their actions and to consider how they might be perceived by others.

We also encourage all team members to take the Vero Code of Ethics Quiz to assess their understanding of this document.