Code of Business Conduct and Ethics
This Code of Business Conduct and Ethics (the “Code”) has been adopted by the Board of CorePeelers and summarizes the standards that must guide the actions of Contributors (“the Employee”) of CorePeelers (the “Company”).
Although they cover a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation in which ethical decisions must be made, but rather set forth key guiding principles that represent Company policies and establish conditions for employment at the Company.
We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities, including, but not limited to, relationships with Contributors, customers, suppliers, competitors, the government and the public. All of our Contributors, officers and directors must conduct themselves according to the language and spirit of this Code and seek to avoid even the appearance of improper behaviour. Even well- intentioned actions that violate the law or this Code may result in negative consequences for the Company and for the individuals involved.
One of our Company’s most valuable assets is our reputation for integrity, professionalism and fairness. We should all recognize that our actions are the foundation of our reputation and adhering to this Code and applicable law is imperative.
Conflicts of Interest
Our Contributors have an obligation to conduct themselves in an honest and ethical manner and to act in the best interest of the Company. Every Contributor should endeavour to avoid situations that present a potential or actual conflict between his or her interest and the interest of the Company.
A “conflict of interest” occurs when a person’s private interest interferes in any way, or even appears to interfere, with the interests of the Company or its subsidiaries or affiliates. A conflict of interest may arise when a Contributor takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. A conflict of interest may also arise when a Contributor (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company.
Although it is not possible to describe every situation in which a conflict of interest may arise, the following are examples of situations that may constitute a conflict of interest:
§ Working, in any capacity, for a competitor, customer or supplier while associated with the Company. § Accepting gifts of more than modest value or receiving personal discounts (if such discounts are not generally offered to the public) or other benefits from a competitor, customer or supplier, as a result of the individual’s position with the Company. Such gifts may also constitute a violation of the Company’s Anti-Corruption and Bribery Policy.
§ Competing with the Company for the purchase or sale of property, products, services or other interests.
§ Having an interest in a transaction involving the Company, a competitor, customer or supplier (other than as a Contributor of the Company and not including routine investments in publicly traded companies).
§ Receiving a loan or guarantee of an obligation as a result of an individual’s position with the Company.
§ Directing business to a supplier owned or managed by, or which employs, a relative or friend.
Situations involving a conflict of interest may not always be obvious or easy to resolve. You should report actions that may involve a conflict of interest to the General Counsel.
In order to avoid conflicts of interests, Contributors must disclose to the General Counsel any material transaction or relationship that reasonably could be expected to give rise to such a conflict, the General Counsel shall notify the Company's Board of Directors of any such disclosure. Conflicts of interests involving the General Counsel or members of the Board of Directors shall be disclosed to the disinterested members of the Board of Directors or by writing to firstname.lastname@example.org
In the event that an actual or apparent conflict of interest arises between the personal and professional relationship or activities of a Contributor, he or she is required to handle such conflict of interest in an ethical manner and in accordance with the provisions of this Code.
Compliance with Laws, Rules and Regulations
We are strongly committed to conducting our business affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations. No Contributor of the Company shall commit an illegal or unethical act, or instruct others to do so, for any reason.
Compliance with This Code and Reporting of Any Illegal or Unethical Behaviour
All Contributors are expected to comply with all of the provisions of this Code. The Code will be strictly enforced and violations will be dealt with immediately, including by subjecting persons who violate its provisions to corrective and/or disciplinary action, such as dismissal from service or removal from office. Violations of the Code that involve illegal behaviour will be reported to the appropriate authorities.
Situations which may involve a violation of ethics, laws, rules, regulations or this Code may not always be clear and may require the exercise of judgment or the making of difficult decisions. Contributors should promptly report any concerns about a violation of ethics, laws, rules, regulations or this Code to their Reporting Contributors or the General Counsel or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee of the Board of Directors.
Any concerns about a violation of ethics, laws, rules, regulations or this Code by any senior executive should be reported promptly to the General Counsel, who shall notify the Board of Directors of any violation. Any such concerns involving the General Counsel should be reported to the Board of Directors. Reporting of such violations may also be done anonymously in writing to the Board of Directors. An anonymous report should provide enough information about the incident or situation to allow the Company to investigate properly. If concerns or complaints require confidentiality, including keeping an identity anonymous, the Company will endeavour to protect this confidentiality, subject to applicable law, regulation or legal proceedings.
The Company encourages all Contributors to report any suspected violations of this Code promptly and intends to thoroughly investigate any good faith reports of violations of this Code. The Company will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open communication of issues and concerns by all Contributors without fear of retribution or retaliation is vital to the successful implementation of this Code. All Contributors are required to cooperate in any internal investigations of misconduct and unethical behaviour.
The Company recognizes the need for this Code to be applied equally to everyone it covers. The General Counsel of the Company will have primary authority and responsibility for the enforcement of this Code, subject to the supervision of the Board of Directors, or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee of the Board of Directors, and the Company will devote the necessary resources to enable the General Counsel to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with this Code. Questions concerning this Code should be directed to the General Counsel.
The provisions of this section are qualified in their entirety by reference to the following section.
Reporting Violations to a Governmental Agency
Contributors have the right under law to certain protections for cooperating with or reporting legal violations to governmental agencies or entities and self-regulatory organizations. As such, nothing in this Code is intended to prohibit any Contributor from disclosing or reporting violations to, or from cooperating with, a governmental agency or entity or self-regulatory organization, and Contributors may do so without notifying the Company. The Company may not retaliate against a Contributor for any of these activities, and nothing in this Code or otherwise requires a Contributor to waive any monetary award or other payment that he or she might become entitled to from a governmental agency or entity, or self-regulatory organization.
All Contributors of the Company have the right to:
§ Report possible violations of state or federal law or regulation that have occurred, are occurring, or are about to occur to any governmental agency or entity, or self-regulatory organization;
§ Cooperate voluntarily with, or respond to any inquiry from, or provide testimony before any self-regulatory organization or any other federal, state or local regulatory or law enforcement authority;
§ Make reports or disclosures to law enforcement or a regulatory authority without prior notice to, or authorization from, the Company; and
§ Respond truthfully to a valid subpoena.
All Contributors have the right to not be retaliated against for reporting, either internally to the Company or to any governmental agency or entity or self-regulatory organization, information which the Contributor reasonably believe relates to a possible violation of law. Retaliatory conduct includes discharge, demotion, suspension, threats, harassment, and any other manner of discrimination in the terms and conditions of employment because of any lawful act the Contributor may have performed. It is unlawful for the company to retaliate against a Contributor for reporting possible misconduct either internally or to any governmental agency or entity or self-regulatory organization.
The Company cannot require a Contributor to withdraw reports or filings alleging possible violations of federal, state or local law or regulation, and the Company may not offer the Contributors any kind of inducement, including payment, to do so.
A Contributor’s rights and remedies as a whistle-blower protected under applicable whistle-blower laws, including a monetary award, if any, may not be waived by any agreement, policy form, or condition of employment, including by a pre-dispute arbitration agreement.
Even if an Contributor has participated in a possible violation of law, the Contributor may be eligible to participate in the confidentiality and retaliation protections afforded under applicable whistle-blower laws, and the Contributor may also be eligible to receive an award under such laws.
Waivers and Amendments
Any waiver (including any implicit waiver) of the provisions in this Code for the Management Team or directors may only be granted by the Board of Directors or a committee thereof. Any waiver of this Code for other Contributors may only be granted by the General Counsel.
Trading on Inside Information
Using non-public Company information to trade in securities, or providing a family member, friend or any other person with non-public Company information, including information pertaining to Company customers, is illegal. All non-public, Company information should be considered inside information and should never be used for personal gain. You should contact the General Counsel with any questions about your ability to buy or sell securities.
Protection of Confidential Proprietary Information
Confidential proprietary information generated by or gathered in our business is a valuable Company asset. Protecting this information plays a vital role in our continued growth and ability to compete, and all proprietary information should be maintained in strict confidence, except when disclosure is authorized by the Company or required by law.
Proprietary information includes all non-public information that might be useful to competitors or that could be harmful to the Company, its customers or its suppliers if disclosed. Intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, Contributor medical information, customer, Contributor and suppliers lists and any unpublished financial or pricing information must also be protected.
Unauthorized use, disclosure or distribution of proprietary information violates Company policy and could be illegal. Such use, disclosure or distribution could result in negative consequences for both the Company and the individuals involved, including potential legal and disciplinary actions. We respect the proprietary rights of other companies and their proprietary information and require our Contributors to observe such rights.
Your obligation to protect the Company’s proprietary and confidential information continues even after you leave the Company for any reason, and you must return all proprietary information in your possession upon leaving the Company.
The provisions of this section are qualified in their entirety by the section entitled “Reporting Violations to Governmental Agencies” above.
Protection and Proper Use of Company Assets Protecting Company assets against loss, theft or other misuse is the responsibility of every Contributor. Loss, theft and misuse of Company assets directly impact our profitability. Any suspected loss, misuse or theft should be reported to the General Counsel.
The sole purpose of the Company’s equipment, vehicles, supplies and electronic resources (including hardware, software and the data thereon) is the conduct of our business. They may only be used for Company business consistent with Company guidelines.
Contributors are prohibited from taking for themselves business opportunities that are discovered through the use of corporate property, information or position. No Contributor may use corporate property, information or position for personal gain, and no Contributor may compete with the Company. Competing with the Company may involve engaging in the same line of business as the Company or any situation in which the Contributor, takes away from the Company opportunities for sales or purchases of property, products, services or interests. Contributors, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Each Contributor, officer and director of the Company should endeavour to deal fairly with clients, customers, suppliers, competitors, the public and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No bribes, kickbacks or other similar payments in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favourable action. In the event of a violation of these provisions, the Company and any Contributor involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of this policy.
The Company has also adopted the Anti-Corruption and Bribery Policy, which provides that the receiving or giving of gifts or anything of value, in exchange for business advantage, may be prohibited. In addition, practices that are acceptable in a commercial business environment may be against the law or the policies governing national or local government Contributors. Any violation of the Anti-Corruption and Bribery Policy will also be a violation of this Code.
Accuracy of Company Financial Records
We maintain the highest standards in all matters relating to accounting, financial controls, internal reporting and taxation. All financial books, records and accounts must accurately reflect transactions and events and conform both to required accounting principles and to the Company’s system of internal controls. Records shall not be distorted in any way to hide, disguise or alter the Company’s true financial position. The Company must present full, fair, accurate, timely, and understandable disclosure in reports and documents that it files with the Statutory Authorities and in other public communications by the Company.
Retention of Records
All Company business records and communications shall be clear, truthful and accurate. Contributors, officers and directors of the Company shall avoid exaggeration, guesswork, legal conclusions and derogatory remarks or characterizations of people and companies. This applies to communications of all kinds, including email and “informal” notes or memos. Records should always be handled according to the Company’s record retention policies. If a Contributor is unsure whether a document should be retained, consult the General Counsel before proceeding.
Online networking on professional or industry sites, such as LinkedIn, has become an important and effective way for colleagues to stay in touch and exchange information. Contributors should use good judgment when posting information about themselves or the Company on any of these services.
What you post about the Company or yourself will reflect on all of us. When using professional networking sites, you should observe the same standards of professionalism and integrity described in our code and follow the social media guidelines outlined above.
Drug-Free, Violence-Free Workplace
The use of alcohol and drugs can impair your ability to work effectively and productively. Except at approved Company functions, or with appropriate authorization, you may not drink alcohol on Company premises.
You are prohibited from working while your performance is impaired by alcohol or any other drug, whether or not illegal. Additionally, you may not possess any non-pharmaceutical drugs on Company premises or at work-related functions.
We strictly prohibit acts of hostility, intimidation or violence towards others in the workplace and in places where our business is being conducted. You may not bring firearms, explosives or any other weapons onto Company premises, or to any work-related setting, regardless of whether you are licensed to carry such weapons.
The Company cooperates with government agencies and authorities. Forward all requests for information, other than routine requests, to the General Counsel immediately to ensure that we respond appropriately. All information provided must be truthful and accurate. Never mislead any investigator. Do not ever alter or destroy documents or records subject to an investigation.
The Board of Directors shall review this Code annually and make changes as appropriate