Code of Conduct Charette

CHARETTE COOPERATION CODE OF CONDUCT

Charette Cooperation

Address: Sofia, 36, Serdika str., fl. 5, ap. 17

e-mail: [email protected]

Charette activities are governed by these values:

quality•

creativity•

eff iciency and • effectiveness

fairness•

ethical practice•

professionalism•

And for the purposes of achieving those values and incor-porating them into the designs created for Charette.....

This CODE OF CONDUCT has been adopted through a resolu-tion of the General assembly. It guarantees that all Charette

designs comply with the highest applicable standards. There-fore, it is binding to every member-cooperator, regardless of whether the latter has voted for or against its adoption and its breach shall amount to a breach of the cooperator member-ship obligations. Such breaches when revealed by any mem-ber or other third party (contractor, sub-contractor or other third party) shall be reported to Charette Board of Directors.

TABLE OF CONTENT:

I. Standards of professional practice

II. Rules for ethical behavior

III. Environment protection

IV. Alcohol policy

V. Protection of intellectual property rights

VI. Management of Charette

VII. Sale of Charette designs

As a statement of best practice, followed by Charette, the following Code of conduct is publicly available and aims

to cover all activities undertaken by the Cooperation through adopting the guiding rules and procedures on the basis of which the work is conducted. Thus, the issues covered here-inafter have been grouped and structured in 7 main sections:

\STANDARDS OF PROFESSIONAL PRACTICE

CREATIVITY•

OPENNESS AND HONESTY•

PROFESSIONALISM•

EFFICIENCY AND EFFECTIVENESS•

FAIRNESS•

The principles to regulate and

govern Charette’s activities and

the members’ behaviour, advi-

sors, members of a governing

body or to be expected of any

third party are:

\

CREATIVITY

By being creative, Charette provides:

greater quality•

innovative solutions•

better design application•

Creative solutions are brought

to life through the efforts and

abilities of each member.

Charette organizes regular

workshops aiming to further

increase members’ creativity

and improve the standard of

design.

\ OPENNESS AND HONESTY

We indicate and evaluate each Charette design clearly and pre-cisely.

We are open to the new technolo-gies and seek to implement them timely and effectively.

We are acting in good faith, by being open to new and innovative ideas and raising early concerns for the risks accompanying the execution of every contractual relationship.

\

PROFESSIONALISM

We resource each project plan-ning, its preparation and delivery stage to separate members for the achieve of best results.

We train members deliver prod-ucts of high quality by adopting a proactive behavior.

Appropriate management is en-sured on a day-to-day basis and in course of achieving Charette’s long-term goal.

We clearly define members’ roles and responsibilities and third par-ties’ rights and obligations.

We embrace the aims of our clients and seek solutions to provide them with a value-bringing asset.

\ EFFICIENCY AND EFFECTIVNESS

We are striving for the highest standards of performance and best practices, within the context of best value for money.

We seeking to mitigate to the high-est extend delays, additional costs, disruptions as well as any duplica-tion of resources that could accom-pany any contractual relation.

Charette is working to secure ap-propriate long-term business rela-tionships with reliable partners, by taking into account to the highest extend its aims and goals.

We are meeting commitments in a timely manner and making sure that schedules and timetables are strictly kept to.

We are promoting e-technologies in every single aspect of the com-mercial aspects that we develop.

\ \ FAIRNESS

Any party, regardless of the ca-pacity or the position it takes in Charette, agrees to comply with and ensure the proper implemen-tation to the best of their knowl-edge of the mentioned beneath standards.

The business relations developed by Charette are based on the fol-lowing main characteristics.

Providing of accurate and timely information.1.

Respecting third party’s due confidentiality and non-2. disclosure of its content regardless of the occasion or the time period having passed.

Securing that every product designed by Charette 3. meets the highest possible qualities in its sphere.

CHARETTE CREATES

INTELLIGENT DESIGN THROUGH:

Charette members represent a network for gath-

ering and refining new ideas and their perspec-

tive implementation, as well as for sharing and

developing all new concepts that follow the latest

tendencies in design.

In pursue of the above, the following specific rules of conduct apply and are strictly kept to by each member:

Execution of Charette’s projects is con-•sidered assigned to its project initiator and participants together with all rights and obligations stemming from that.

Charette’s projects are executed with the •highest degree of care appropriate and applicable to the purpose.

Intellectual and industrial property rights originating •from Charette’s projects are considered established in the name of the cooperation.

Members transfer Charette their design registration •rights in all designs created directly or indirectly to the benefit of the cooperation.

Ideas presented at Charette’s site or resulting from mem-•bership relations are used for the creation of Charette’s designs.

Contract and business relations pursue the achieve of •Charette’s aims and not for any other personal profit.

Members’ collaboration is expected through:•

• exchangeofideaspresentedinallformsasfree-dom of speech;

• professionalexperiencesharing;

• providing expert advice when requested orneeded by other members;

• advice on the use of specific materials / pro-grams (depending on the specific type of design in view);

• projectparticipation;

• workshops’ attendance for improving professionalismand implementation of new and innovative methods of work;

• professionalbutcriticalapproachtoCharette’sprojectsand assistance in their development;

• knowledgeexpansioninthedesignareaofexpertise.

Charette’s activities are organized in the form of sep-•arate projects, comprised of separate members, called participants and a project initiator. Project initiators and participants are determined at the on-set of each project or could later be additionally assigned by the Board. Credit will be based on the contribution of each participant.

Designs that offend the public policy, do not comply with •the statutory or result in diminishing Charette’s prestige are prohibited.

Members keep track of Charette’s projects and assist •their development when appropriate.

Communication directly or indirectly related to Charette •is not misleading and complies at all times with the truth.

Charette’s discussions are conducted with the full atten-•tion of their participants and take account of the points raised.

Relevant information is posted on Charette’s site and is •considered known by members with the expiration of 3 days.

Negotiation notices are posted by the Board on •Charette’s site when found appropriate, by providing the third party name, object and price of the contract. Further information could be posted upon the sole dis-cretion of the Board.

Conflict of interest between members/ Board direc-•tors and Supervisory board members, on the one hand, and third parties on the other hand, are revealed on Charette’s site no later than 5-days after the afore-mentioned posts or any other posting informing of the conclusion of a contract.

The Board is notified of members’ contractual and •non-contractual relations developed within Charette’s sphere of design but not in the capacity of members. The aforementioned information is strictly confiden-tial and is not posted or revealed under any circum-stances to third parties.

The Board keeps track of each Charette project and its •current development

Members respect human dignity and try to avoid any •

degrading or dehumanizing behavior with no prejudice

to the differences of others.

RULES FOR ETHICAL BEHAVIOUR

All established breaches of ethical behavior amount to

a serious misconduct and could result in Charette mem-

bership termination.

Members adhere to and strictly apply the highest applicable rules for ethical behavior. For reasons of clarity and detailed regulation, the following list of rules has been adopted. The latter does not claim to be exhaustive and its application could be broaden by the application of common rules of eth-ical behavior. Its scope could further be expanded through a resolution of the General assembly.

! Please note, that the following list of ethical rules does not repeal any former, current or future common rules of ethical behavior, presumed to be known by the members.

Members do not interfere with each oth-•er’s performance besides for the pur-poses of constructive criticism based on objective criteria.

Members do not relate to discussions •or activities that injure or could injure Charette’s name, reputation or busi-ness activities.

Information obtained in the course of •Charette membership is confidential with no right to disclosure besides on the basis of legitimate grounds in front of a competent state authority.

Charette tangible and non-tangible assets are exploited for •cooperation reasons and no other use is allowed.

Members do not plagiarize or otherwise breach any intellec-•tual property rights.

Members indicate themselves as •Charette members in the course of their work.

Members make no misrepresentations •of any of their qualifications or other rel-evant information to Charette.

Every member-cooperator shall serve •asanexpertwitnesswhenso is requestedby theBoard ofDirectors orwhenhe/sheattains any information that might serve for the purposes of establishing of a breach

of the membership obligations.

ENVIRONMENTAL PROTECTION

As a response to the global climate changes and being sensi-tive to the impact that the latter could have on every aspect of life, we have adopted the following main principles that should be regarded as guiding to activities initiated and un-dertaken by Charette or its member-cooperators. Through them, we are aiming to set an example to the community and prove that design is key in decreasing the negative impact human activity has on the environment.

• Charetteembraces thebasic framework forenviron-ment protection as stipulated in the Kyoto Protocol.

• Designersshall try toproduceandcomeupwith in-novative design that assists the adoption of the environ-ment-friendly solutions.

• EverydesigncreatedbyCharette’sdesignersshallusethe most environment-friendly materials and the newest technologies that preserve natural resources.

• Charetteshallseektouseonlyenvironmentallyfriend-ly packaging.

ALCOHOL POLICY

V. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS PROTECTION

In an effort to minimize to the highest degree possible all injuries that could occur in the process of designing and developing design solutions, we have adopted a zero toler-ance policy towards the use of alcohol on the premises of Charette or in the course of execution of the obligations stemming from the membership.

For the purposes of the current Code of Conduct “alcohol” shall include any alcoholic beverage, including but not limited to wine, beer, champagne, as well as any other cocktails in the making of which alcohol was included.

INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHT PROTECTION

Through the adoption of the current Code of Conduct,

we protect Intellectual and Industrial property rights

(together referred to as “IP Rights”) and incorporate

the newest tendencies and most efficient and effective

means for their implementation.

On the basis of the aforemen-

tioned, the “the highest protec-

tion of IP Rights” shall be con-

sidered as having been achieved

when the following 2 criteria has

been met cumulatively:

1) the procedures for registration of the IP Rights, when ap-

plicable, has been undertaken and has successfully been con-

cluded;

2) the scope of protection guarantees the existence of all

material rights as provided in the law and their recognition in

separate countries, when such is needed.

Every work having originated through the creative efforts of a physical person is granted and guaranteed with the protection of COPYRIGHTS.

Charette protects IP rights of:

• Designs;

• Graphic design of printed and comput-

er works;

• Any work of the fine arts;

• Works of Photography;

• Computer programs;

• Audio-visual works;

• Databases.

When according to the operative legislation, the scope of the •granted protection differs on the basis of a territorial criteria, the Board chooses between the following options, namely:

National protection,1. i.e. within the territory of the Re-public of Bulgaria;

EU protection,2. i.e. protection guaranteed in all 27 Mem-ber-States;

International protection, 3. i.e. protection in certain states exclusively designated by the Cooperation countries;

The member’s name is stamped on the work he has cre-•

ated.

The Board has discretion to appoint any member coopera-•

tor or a third party, attaining the necessary

qualificationandexperiencetoinitiate,fol-

low and successfully execute the required

procedures on the basis of the chosen by

the Board course of action.

Prior to the public announcement and ex-•

hibition Charette’s designed objects wheth-

er on a national or international stage, the procedure for

their respective registration as industrial designs should

already have been initiated.

In its aim to better inform and raise the awareness of the •

sensitivity of all IP issues, Charette shall organize regular

discussions and workshops in search of educating its mem-

bers of the latest development of IP law and their impact

upon their work.

CHARETTE MANAGEMENT

The management of all assets owned by Charette

is entrusted within the powers and discretions of the

Board of Directors. The latter in all its activities shall

aim to achieve the highest profitability both in terms

of increasing the value of the assets and the brand

of the cooperation. All legitimate aims could be ap-

plied for the achievement of that purpose and upon

their implementation the Board shall be governed by

the rules of professional practice as depicted in the

current Code of conduct and in the light of the best

practices of good corporate governance.

The beneath-mentioned list of basic principles for ex-

ecuting the management of Charette does not claim to

be extensive and it should be interpreted in compliance

with the highest standards applicable to the good cor-

porate governance principles.

1. Board members comply and coordinate their behavior

with the provisions of Charette’s Articles of Association, the

applicable legislation, as well as any other established good

practice.

2. All Board members, prior to their appointment, reveal in

front of the General meeting the full and whole data regard-

ing any personal interest they, their relatives or related to

them companies or associations might have in the developed

by Charette activities. The revealed information is open and

available to the rest of the members at any time on Charette’s

site.

3. Connections, regardless of their nature, existing be-

tween Board members and perspective contractual parties

to Charette, are revealed to the members through its posting

on Charette’s site no later than the day proceeding the con-

clusion of the contract in view.

4. EveryfirstquarteroftheyeartheBoarddrawsupalist

of long and short-term goals that are voted upon in the An-

nual General meeting of the Cooperation.

5. In the first half of the year the Board drafts a perspective

schedule of the upcoming events for next year (participation

in fairs, exhibitions, workshops organization, open discus-

sions as well as any other legitimate activity) and the role of

Charette in them. Proposals over the topic from all member-

cooperators could be presented to the Board no later than

15th June of the respective year, all of which are to be taken

in consideration by the Board prior to the final decision over

next year perspective schedule.

6. Board resolutions are adopted in full consideration of all

available data, with regard to the bearing impact they could ex-

ert over the activities developed by Charette and their compli-

ance with Charette’s goals.

7. In the process of establishing business relations with any contractual or sub-contractual party, the Board shall take into consideration and deliberate on the following main criteria, namely:

Credibility and professionalism of the perspective partner, •as well as its publicly renowned reputation;

Offered price and its correspondence with its market val-•ue;

Comparison and evaluation of at least one other similar of-•fer;

conflicts of interest stemming from the conclusion of the con-•tract in view;

Expert opinion, presented when needed and request-•ed by the Board, in relation to the future contract;

8. Resolutions for Charette’s participation in international and

national fairs and exhibitions, are adopted by the Board subject

to prior discussions with members.

9. The Board makes informed decisions for the grant of Charette

micro-credits to its member-cooperators on the basis of their

possible repayment schemes. Prior to their adoption, design

promoters and Charette’s sponsors are notified of projects ap-

plying for financing through a written notification sent to their

e-mail address. Further comments and notes to the topic are

addressed to the Board and considered prior to the adoption of

the respective resolution (the whole procedure for granting and

receiving loans from members of Charette is fully regulated in

the Terms of Finance, that are published on the web page of the

cooperation).

10. The Board ensures that at all times Charette funds comply

withthestatutoryminimumrequirementsorthedecisionsad-

opted by the General assembly and subject to which micro-

credits could be granted and major projects could be initi-

ated.

SALE OF CHARETTE DESIGN

The purpose of Charette is to provide the public with

objects designed specifically to meet and satisfy the

highest standards in terms of both quality and com-

fort. For the achieve of this and fully convinced that

genuine design should reach the market at a reason-

able price, every design owned by Charette is to be

sold to perspective investors or producers. Each as-

pect of the sale, including but not limited to the ne-

gotiations preceding the drafting of the contract, its

conclusion and the determination of the purchase

price, is vested in the authority of the Board. Prior to

adopting the aforementioned resolution the Board

requests and takes into consideration the opinion

of the respective design creator upon the aforemen-

tioned.

Every contract for the sale of Charette’s intellectual prop-

erty rights shall pursue the following main aims as de-

picted beneath, namely:

We seek for

the:

optimum•

purchase •

price•

obtained by a:

reliable•

credible•

contractor•

for the pur-

poses of:

obtaining•

maximum•

result•

Charette Cooperation

Address: Sofia, 36, Serdika str., fl. 5, ap. 17

e-mail: [email protected]