Compliance

General Corporate Policies

These Policies apply to all employees, directors, officers, agents, affiliates, independent contractors, as well as anyone else (“employees and or representatives”) acting on behalf of Imagina US (the “Company”).

I. ANTI-BRIBERY POLICY

The Company prohibits all forms of bribery and corruption.

The Company’s anti-bribery policy defines bribery as offering unjustified gifts, benefits or advantages of any nature in exchange for receiving an unfair advantage. Bribery is not limited only to the payment of cash sums, rather it also includes conceding favors, benefits or personal attention to third parties who are directly or indirectly related to a client, supplier, government official or any other natural person or legal entity who has or could potentially have any professional relationship with the Company, when it could be perceived that the intention of such actions is to influence their decisions or behavior.

Moreover, the Company’s anti-bribery policy defines corruption as dishonest or fraudulent conduct by people who hold positions of power, normally involving bribery. Corruption can be divided into passive corruption and active corruption:

  • Passive corruption is committed by a person who requests, receives or accepts undue benefits or advantages;
  • Active corruption is committed by a person who promises, offers or grants such undue benefits or advantages.
  • Furthermore, the Company’s anti-bribery policy defines corruption of a public official as bribery of a public authority or public official in relation to his or her duties, or acceptance of a bribe from said persons. This also includes offering or handing gifts or payment to a public authority or public official in consideration of their position or duties.

    Finally, the Company’s anti-bribery policy defines a public official as any person holding legislative, administrative or judicial office, whether appointed or elected, or any person exercising a public function, including for a public agency or public enterprise, or public official or agent of a national or international public organization, or any candidate for the position of public official.

    A. APPLICABLE ANTI-BRIBERY LAWS

    The Company’s anti-bribery policy covers applicable anti-bribery laws, including the U.S. Foreign Corruption Practices Act (“FCPA”) and all applicable anti-bribery laws in each country in which the Company does business and or plans to do business.

    The anti-bribery provisions of the FCPA makes it unlawful for a U.S. person (WHICH INCLUDES PRIVATELY HELD UNITED STATES BASED COMPANIES (REFERRED TO AS “DOMESTIC CONCERNS” WITHIN THE FCPA) SUCH AS IMAGINA US), and certain foreign issuers of securities, to make a payment to a foreign public official for the purpose of obtaining or retaining business for or with, or directing business to, any person.

    The FCPA also applies to foreign firms and persons who undertake any act in furtherance of such a corrupt payment while in the U.S. The meaning of foreign public official is broad and can include:

    • Officials working at a public agency or enterprise (state fully owned organization).
    • Officials working at private entities partially owned or subsidized by the state.

    B. PROHIBITION ON BRIBERY

    No employee and or representative of the Company or anyone acting on the Company’s behalf shall be in violation of any applicable law, offer or make directly or indirectly through any other person or firm any payment of anything of value (in the form of compensation, gifts, contributions, donations or otherwise) to:

    • any person or firm employed by or acting for or on behalf of any customer, or vendor, or other counterparty to a business arrangement contemplated to be entered into by the Company, whether private or governmental, for the purpose of inducing or rewarding any favorable action by the customer, vendor or other counterparty, in any commercial transaction; or any governmental entity, for the purpose of inducing or rewarding action (or withholding of action) by a private or governmental entity in any matter;
    • any public official (former or current), broadly defined as a political party or official of such party, or any candidate for political office, or any other politically exposed person, (either directly or indirectly through other individuals, or through entities, including not for profit entities and foundations in which such person has an interest), for the purpose of inducing or rewarding favorable action (or withholding of action) or the exercise of influence by such official, party or candidate in any commercial transaction or in any governmental matter.

    Employees and or representatives of the Company with questions as to whether an individual is considered a public official should speak to either the Company’s Compliance Officer or the Company’s General Counsel.
    The provisions of the FCPA are not intended to apply to ordinary and reasonable (see “Gifts, Gratuities and Business Courtesies” – Section III below) business entertainment or gifts not of substantial value, (defined by the Company’s anti-bribery policy equating to an aggregate value of no more than USD 75 per person per occurrence) as customary in local business relationships and not in violation of any law as applied in that environment.
    In no instance should any such business entertainment and gifts be offered without the express written approval of the Corporate Compliance Officer and the Company’s applicable Vice President.
    When customer organizations, governmental agencies, or others have published policies intended to provide guidance with respect to acceptance of entertainment, gifts, or other business courtesies by their employees, such policies shall be respected in all instances.

    C. THIRD PARTIES

    In utilizing consultants, agents, sales representatives or others, the Company will employ only reputable, qualified individuals or firms under compensation arrangements, which are reasonable in relation to the services performed. The Company’s Vice President of Sales working in conjunction with the Company’s Compliance Officer will issue from time to time criteria and procedures to be utilized in international transactions with respect to the selection and compensation of sales representatives. Consultants, agents or representatives retained in relation to the provision of services to any government, must agree to comply with all laws, regulations and Company policies governing employee conduct.

    Employees and or representatives of the Company seeking to deal with third parties (e.g. consultants, sales representatives or others) must first seek express written approval for doing so from the Company’s Compliance Officer and General Counsel.

    Only the Company’s President is authorized to sign agreements with external counterparties, on the Company’s behalf, after ensuring that the appropriate due diligence procedures have been satisfactorily performed.

    D. FACILITATING PAYMENTS

    The Company prohibits all improper payments, including facilitation payments. This term refers to small payments to public officials to expedite or facilitate non-discretionary services, such as obtaining a license or permit in ordinary due course of business. Even though there is an exception for facilitating payments under the FCPA, such payments are prohibited under the laws of most countries.

    E. DONATIONS AND SPONSORSHIPS

    Donations to foundations and other non-governmental organizations must be justified by the Company’s related activity with such party(ies) and may not be used as a subterfuge for carrying out activities that contradict this Policy and the Company’s Code of Conduct. Donations in any amount must be approved by the Company’s President, and the Imagina Media Audiovisual, S.L. (the Mediapro Group) Executive Committee. Amounts exceeding USD 10,000 must be approved by the Company’s President and the Mediapro Group’s Board of Directors.

    The Company is prohibited from making donations in any amount for any political reason, to any political party or politically exposed person.

    Sponsorships made to support any organization that carries out sporting, charity, cultural, scientific or other types of activity in exchange for a commitment to collaborate in any of the Company’s activities must be focused on strengthening the Company’s brand and business. All such sponsorships must be approved by the Company’s President.

    II. WHISTLEBLOWER POLICY

    A whistleblower as defined by this policy is an employee and or representative of the Company who reports any activity that they consider to be illegal, dishonest, a violation of the Company’s Code of Conduct, or a concern of any kind.

    The Company encourages employees and or representatives to report all issues or concerns of any kind. However, certain activities are of particular concern, including:

    • Violations of federal, state or local laws;
    • Bribes or other illicit payments;
    • Billing for services not performed;
    • Fraudulent financial reporting;
    • Harassment (sexual or bullying of any form);
    • Discrimination (for example by age, race, gender, etc.); and
    • Theft of Company assets;

    The whistleblower is not responsible for investigating the activity or for determining fault or corrective measures, rather the Company’s Management and the Mediapro Group’s Corporate Compliance Committee are charged with these responsibilities.

    A. REPORTING RESPONSIBILITY

    If an employee and or representative of the Company has specific knowledge of, or a concern, or a good faith belief that an employee and or representative or someone affiliated with the Company, has engaged in any action that is illegal, dishonest, or violates the Company’s Code of Conduct, the employee and or representative is required to immediately report such information through the Whistleblower Reporting Channels described below.

    The employee and or representative of the Company must exercise sound judgment to avoid baseless allegations. An employee and or representative of the Company who intentionally files a false report of wrongdoing will be subject to discipline up to and including termination.

    B. WHISTLEBLOWER REPORTING CHANNELS

    The Company offers multiple Whistleblower reporting communication channels for employees and or representatives to report any issues or concerns. Such channels are as follows:

    • The Company’s Compliance Officer,
    • The Company’s Vice President of Human Resources,
    • The Company’s General Counsel,
    • The Company’s President, or
    • The Company’s Whistleblower Hotline (see the Whistleblower Reporting Procedures section below for details on how to access the Company’s Whistleblower Hotline)

    The employee and or representative of the Company has the option to select the reporting channel he or she believes will offer the higher degree of independence and confidentiality. For example, the employee and or representative may report an issue or concern via the Company’s Whistleblower Hotline without the obligation to report it to another channel. The channel receiving an issue or concern is required to handle it under strict confidentiality and report the issue or concern to the Company’s Compliance Officer.

    As indicated in the next section, the Company’s Compliance Officer will document the matter through the Company’s Whistleblower Hotline which will immediately inform the Mediapro Group’s Corporate Compliance Committee of the issue or concern.

    C. WHISTLEBLOWER REPORTING PROCEDURES

    1. Direct Reporting

    Once a report has been received from an employee and or representative by any Company manager or officer, if other than the Company’s Compliance Officer, it must then be reported to the Company’s Compliance Officer who must:

    • document the report through the Company’s Whistleblower Hotline (which will then immediately inform the Mediapro Group’s Corporate Compliance Committee),
    • notify the Company’s General Counsel for all matters having potential legal (regulatory, criminal or civil) implications.

    The appropriate Company Management and the Mediapro Group’s Corporate Compliance Committee are responsible for investigating and coordinating corrective action.

    The Company will strive to keep the identity of the complaining individual as confidential as possible, in instances in which the whistleblower disclosed his or her identity to the Company, while conducting an adequate review and investigation of the matter described in the report.

    2. Whistleblower Hotline

    The Whistleblower Hotline may be used anonymously, to report any activity or issue considered to be illegal, dishonest, a violation of the Company’s Code of Conduct, or a concern of any kind.

    The Company’s Whistleblower Hotline is administered by an independent contractor who will report all information simultaneously to the Mediapro Group’s Corporate Compliance Committee and the Company’s Compliance Officer. The Company’s Compliance Officer will notify the Company’s General Counsel for all matters having potential legal (regulatory, criminal or civil) implications. The Company’s Compliance Officer will coordinate with the Mediapro Group’s Corporate Compliance Officer to determine the disposition and follow up procedures to address the matter

    which may result in an investigation.
    The reporting party will be entitled to all of the protections as described above, as well as be subject to the same considerations, as described above, for filing a false or misleading report.

    To access the Company’s Whistleblower Hotline by:

    Telephone: 1 -855-295-3422

    URL: www.imaginaus.ethicspoint.com

    D. NO RETALIATION

    The Company provides whistleblower protections in two important areas, (i) confidentiality and (ii) against retaliation.

    In instances where the whistleblower has made his or her identity known to the Company, the confidentiality of the whistleblower will be maintained to the extent possible. However, the whistleblower’s identity may have to be disclosed to conduct a thorough investigation, to comply with the law and to provide the accused individual(s) their legal rights of defense.

    The Company will not retaliate against an employee and or representative who:

    • Reports, in good faith, any potential issue or concern of any kind; or
    • participates in good faith in any resulting investigation or proceeding; or
    • exercises his or her rights under any state or federal law(s) or regulation(s) to pursue a claim or take legal action to protect the employee’s rights.

    In addition, the Company will not, with the intent to retaliate, take any action harmful to any employee and or representative who has provided to law enforcement personnel or to a court, truthful information relating to the commission or possible commission by the Company or any of its employees and or representatives, a violation of any applicable law or regulation.

    This includes, but is not limited to, protection from retaliation in the form of an adverse employment action such as termination, compensation decreases, or poor work assignments and threats of physical harm.

    Any whistleblower who believes that he/she is being retaliated against:

    • must contact the Company’s Compliance Officer, or the Vice President of Human Resources immediately, or the General Counsel, or the President, or
    • submit an additional complaint, referring to their original complaint, regarding the perceived retaliation through the Company’s Whistleblower Hotline.

    The right of a whistleblower for protection against retaliation does not include immunity for any personal wrongdoing that is alleged and investigated. The Company may take disciplinary action (up to and including termination) against an employee and or representative who in management’s assessment has engaged in retaliatory conduct in violation of this policy.

    Managers will be trained in this policy and the Company’s prohibition against retaliation in accordance with this policy.

    Employees and or representatives with any questions regarding this Policy should contact the Company’s Compliance Officer, General Counsel or Vice President of Human Resources.

    III. GIFTS, BUSINESS COURTESIES AND GRATUITIES

    1. Gifts and Hospitalities

    The Company’s gift policy defines a gift as any item or hospitality of value. It includes any type of direct or indirect remuneration, from objects with a monetary value, cash or transfers, investments, the contracting of third parties (family members or friends of the benefiting party), etc. Whenever such actions exceed the normal limits of courtesy, they may constitute a bribe or corruption between individuals, and must therefore be offered or accepted while taking into account all the precautions set out in this policy.

    Employees and or representatives of the Company may offer gifts, other than money, that conform to the reasonable ethical practices of the marketplace, including:

    • Flowers, fruit baskets and other modest presents that commemorate a special occasion;
    • Gifts of nominal value, such as calendars, pens, mugs, caps and t-shirts (or other novelty, advertising or promotional items);
    • Tangible gifts (including tickets to a sporting or entertainment event where no Company employee and or representative is attending).

    However, employees and or representatives of the Company are prohibited from:

    • Covering the cost of leisure activities, travel or similar expenses of guests to Company meetings and their companions;
    • Offering gifts that are in bad taste or that involve visiting locations which are inappropriate for the conduct of professional relations;
    • Offering gifts made during or immediately after a contract tender process in which the Company has participated; and
    • ffering gifts that contravene any law, local regulation or internal regulation of the organization accepting the gift. In the event of any uncertainty in this respect, the recipient should be asked to give their prior confirmation as to whether such acceptance would contravene any applicable regulations, and whether it has been authorized.

    The Company has established the following monetary guidelines and authorization and documentation requirements with respect to the offering of gifts and or business courtesies, per recipient subject to the following annual monetary limitations:

    AMOUNT* REQUIREMENTS EXAMPLES CONSIDERATIONS
    Up to USD 75 No authorization required.

    All the relevant receipts/invoices must be provided.

    Business meals related to a business activity or event.

    Promotional giveaways.

    Must be normal and appropriate to the occasion.
    From USD 75 to USD 375 Requires written request and approval of the Company’s applicable Vice President

    All the relevant receipts/invoices must be provided.

    Invitations to business events (including socially acceptable hospitality)

    Invitations to other events (cultural, sporting, leisure and entertainment)

    Must be normal and appropriate to the occasion.
    Over USD 375 Requires written request and approval of the Company’s President AND the Corporate Compliance Officer.

    All the relevant receipts/invoices must be provided.

    Invitations to business events (including socially acceptable hospitality)

    Invitations to other events (cultural, sporting, leisure and entertainment)

    Must be normal and appropriate to the occasion.

    *If one or more gifts and or business courtesies to the same recipient totals more than any of the dollar thresholds in the table above in any calendar year, then the next level of approval is required.

    Employees and or representatives (if acting on behalf of the Company), must request prior written approval from the Company’s Compliance Officer using the “Receipt or Provision of Gifts or Business Courtesies Form” (to be created or modified if needed) before offering, giving, promising or receiving gifts or business courtesies, from or to any person or organization, that exceed the limits established in the above table.

    All gifts to third parties must be properly reflected in the books and records of the Company.
    Employees and or representatives of the Company may not offer compensation, honoraria or money of any amount to employees and or representatives of entities with whom the Company does or may do business.

    Employees and or representatives of the Company with questions about offering gifts should speak to either a member of the Human Resources Department or the Company’s Compliance Officer.

    2. Business Courtesies

    Any employee and or representative of the Company who offers a business courtesy (such as meals, refreshments, and entertainment) must assure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon the Company.

    Other than to public customers, officials, or employees for whom special rules apply (which would REQUIRE consultation with the Company’s Compliance Officer), the Company’s employees and or representatives may provide non-monetary gifts (e.g., the Company logo apparel or similar promotional items).

    Further, the employee and or representative of the Company seeking to offer a business courtesy, including meals, refreshments or entertainment of reasonable value, must first obtain approval to do so from the Vice President of their department, provided that such:

    • Practice does not violate any law or regulation or the standards of conduct of the recipient’s organization;
    • Business courtesy is consistent with industry practice, is infrequent in nature and is not lavish (e.g. of a monetary value greater than USD 75 per person per occurrence). Such courtesies must be few and infrequent on a calendar year basis and must not reflect a pattern of frequent offering involving the same person or entity;
    • Business courtesies are properly reflected on the books and records of the Company.
      Any business courtesy that has a market value greater than USD 75 per person per occurrence may not be given unless express written approval is obtained from the Company’s applicable Vice President and the Company’s President over USD 375 per person per occurrence.

    An employee and or representative of the Company may never use personal funds or resources to do something that cannot be done with the Company’s resources.
    Employees and or representative of the Company with questions about offering business courtesies should speak to either a member of the Human Resources Department or to the Company’s Compliance Officer.

    3. Gratuities

    The Company prohibits all employees and or representatives from offering or providing any form of gratuities, for any reason or circumstance, to any vendor, or other potential service provider, except for minor tips that are customary and ordinary (e.g. tips to wait staff in a restaurant, delivery services or for valet parking).

    B. ACCEPTING GIFTS, BUSINESS COURTESIES AND GRATUITIES

    1. Gifts

    Employees and or representatives of the Company may accept unsolicited gifts, other than money, that conform to the reasonable ethical practices of the marketplace, including:

    • Flowers, fruit baskets and other modest presents that commemorate a special occasion;
    • Gifts of nominal value, such as calendars, pens, mugs, caps and t-shirts (or other novelty, advertising or promotional items); and
    • Tangible gifts (including tickets to a sporting or entertainment event where no employee and or representative of the gifting entity is attending).

    Employees and or representatives of the Company may not accept compensation, honoraria or money of any amount from employees and or representatives of entities with whom the Company does or may do business.

    Employees and or representatives, if acting on behalf of the Company, must request prior written approval from the Company’s Compliance Officer using the “Receipt or Provision of Gifts or Business Courtesies Form” before offering, giving, promising or receiving gifts or hospitality, from or to any person or organization.

    Under NO circumstances shall the following be accepted:

    • Covering the cost of leisure activities, travel or similar expenses of guests to Company meetings and their companions;
    • Gifts that are in bad taste or that involve visiting locations which are inappropriate for the conduct of professional relations;
    • Gifts made during or immediately after a contract tender process in which the Company has participated;
    • Gifts that contravene any law, local regulation or internal regulation of the Organization accepting the gift. In the event of any uncertainty in this respect, the recipient should be asked to give their prior confirmation as to whether such acceptance would contravene any applicable regulations, and whether it has been authorized;
    • Facilitating payments.

    Employees and or representatives of the Company with questions about accepting business courtesies should talk to either a member of the Human Resources Department or the Company’s Compliance Officer.

    2. Business Courtesies

    Employees and or representatives of the Company may accept occasional meals, refreshments, entertainment and similar business courtesies that are shared with the person who has offered to pay for the meal or entertainment, provided that:

    • They are not inappropriately lavish or excessive (involving monetary values greater than USD 75 per person per occurrence). Such courtesies must be few and infrequent on a calendar year basis and must not reflect a pattern of frequent acceptance involving the same employee and or representative of the Company or third-party entity.
    • The courtesy does not create the appearance of an attempt to influence business decisions, such as accepting courtesies or entertainment from a supplier whose contract is expiring in the near future.
      Employees and or representatives of the Company with questions about accepting business courtesies should speak to either a member of the Human Resources Department or the Company’s Compliance Officer.

    The Company has established the following monetary guidelines and authorization and documentation requirements with respect to the acceptance of gifts and or business courtesies, per recipient subject to the following annual monetary limitations:

    AMOUNT* REQUIREMENTS EXAMPLES CONSIDERATIONS
    Up to 75 USD No authorization required.

    All the relevant receipts/invoices must be provided.

    Business meals related to a business activity or event.

    Promotional giveaways.

    Must be normal and appropriate to the occasion.
    From USD 75 to USD 375 Requires written request and approval of the Company’s applicable Vice President

    All the relevant receipts/invoices must be provided.

    Invitations to business events (including socially acceptable hospitality)

    Invitations to other events (cultural, sporting, leisure and entertainment)

    Must be normal and appropriate to the occasion.
    Over 375 USD Requires written request and approval of the Company’s President AND the Corporate Compliance Officer.

    All the relevant receipts/invoices must be provided.

    Invitations to business events (including socially acceptable hospitality)

    Invitations to other events (cultural, sporting, leisure and entertainment)

    Must be normal and appropriate to the occasion.

    *If one or more gifts and or business courtesies to the same employee and or representative totals more than any of the dollar thresholds in the table above in any calendar year, then the next level of approval is required.

    Employees and or representatives (if acting on behalf of the Company), must request prior written approval from the Company’s Compliance Officer using the “Receipt or Provision of Gifts or Business Courtesies” (to be created or modified if needed) before offering, giving, promising or receiving gifts or business courtesies, from or to any person or organization, that exceed the limits established in the above table.

    3. Gratuities

    All employees and or representatives (while working on behalf of the Company) are strictly prohibited from accepting gratuities in any amount.

    IV. CONFLICTS OF INTEREST

    Employees and or representatives of the Company must avoid any relationship or activity that might impair, or even appear to impair, their ability to make objective and fair decisions when performing their jobs. At times, employees and or representatives of the Company may be faced with situations where the business actions they take on behalf of the Company may conflict with their own personal or family interests. Employees and or representatives of the Company owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

    Employees and or representatives of the Company must never use Company property or information for personal gain or personally take for themselves any opportunity that is discovered through their position with the Company.

    The following are examples of activities which create a conflict of interest:

    • Being employed (this includes employees and or representatives of the Company as well as close family members thereof) by, or acting as a consultant to, a competitor or potential competitor, supplier or contractor, or other potential counterparty to an existing or proposed transaction involving the Company, regardless of the nature of the employment, while they are employed with and or acting on behalf of the Company;
    • Hiring or supervising family members or closely related persons;
    • Serving as a board member for a customer, supplier, competitor, contractor or other potential counterparty to an existing or proposed transaction involving the Company;
    • Owning or having a substantial interest in a customer, supplier, competitor or contractor or other potential counterparty to an existing or proposed transaction involving the Company;
    • Having a personal interest, financial interest or potential gain in any Company transaction;
    • Placing Company business with a firm owned or controlled by a Company employee and or representative or such individual’s family;
    • Accepting gifts, discounts, favors or services from a customer/potential customer; or competitor or supplier, unless equally available to all Company employees and or representatives.

    Determining whether a conflict of interest exists is not always easy to do. Employees and or representatives of the Company with a conflict of interest question should immediately seek advice from the Company’s Compliance Officer, General Counsel or the Vice President of Human Resources, before engaging in any activity, transaction or relationship that might give rise to a conflict of interest. Failure to do so may expose the employee to disciplinary action.

    V. COMPETITION

    The Company will make independent pricing and marketing decisions and will not improperly cooperate or coordinate its activities with its competitors.

    Nor will any employee and or representative of the Company collaborate or align themselves in any way with any other entity, in an effort to unfairly and unlawfully obtain business and or improperly deny business opportunities to other entities.

    This includes the offer or solicitation of improper payments or gratuities in any amount, to employees and or representative of any other entity, requesting such payments for granting access to its business, singularly, or in connection with any collusive activity on the part of another entity for such purposes.

    Employees and representatives of the Company will not engage or assist in unlawful boycotts of any customer, vendor or other service provider.

    VI. EMPLOYEE STANDARDS AND CONDUCT

    The Company is an equal employment/affirmative action employer and is committed to providing a workplace that is free of discrimination of all types.

    Abusive, bullying, offensive or harassing behavior (including any action construed as Sexual Harassment) will not be tolerated.

    The Company has established specific policies to provide detailed direction to employees and or representatives of the Company who believe they have witnessed or have been subject to such negative treatment. This guidance is included in the Company’s Employee Policy Manual and includes policies covering (among others):

    • Unlawful Harassment and Discrimination;
    • Equal Opportunity / Diversity; and
    • Employee Relations Philosophy.

    Any employee and or representative of the Company who feels harassed or discriminated against should report the incident to their direct supervisor, the Vice President of their department or to any member of the Human Resources Department.

    VII. PROPRIETARY AND CONFIDENTIAL INFORMATION

    The Company’s employees and or representatives are prohibited from acquiring or seeking to acquire through the use of improper means, a competitor’s trade secrets or other proprietary or confidential information.
    The Company’s employees and or representatives are prohibited from engaging in the unauthorized use, copying, distribution (through any form of social media) or alteration of software or other intellectual property of any other entity.

    Integral to the Company’s business success is the protection of confidential Company information, as well as nonpublic information entrusted to us by its employees, customers and other business partners. Confidential information includes such things as pricing and financial data, customer names/addresses or nonpublic information about other companies, including current or potential suppliers and vendors. The Company’s employees and or representatives are prohibited from disclosing confidential and nonpublic information without a valid business purpose and proper authorization from either the Company’s General Counsel or Compliance Officer.

    The Company’s employees and or representatives may not disclose (whether in one-on- one or small discussions, meetings, presentations, proposals or otherwise) any material nonpublic information with respect to the Company, its business operations, plans, financial condition, results of operations or development plans.

    Employees and or representatives of the Company must be particularly vigilant when making presentations or proposals to customers to ensure that such presentations do not contain material nonpublic Company information.
    To the extent any employee and or representative of the Company has a question regarding the designation of information as proprietary or confidential, they should bring such question to the attention of the Company’s Compliance Officer or General Counsel.

    VIII. COMPANY RECORDKEEPING

    The creation, retention and disposal of Company records must be in compliance with all of the Company’s policies and procedures, as well as all regulatory and legal requirements.

    All Company records must be true, accurate and complete. Company data must be promptly and accurately entered into the Company’s books in accordance with the Company’s and other applicable accounting principles.
    Employees and or representatives of the Company must not improperly influence, manipulate or mislead any audit, nor interfere with any auditor engaged to perform an internal or independent audit of the Company’s books, records, processes or internal controls.

    Company records, in all forms, will be maintained for a period of no less than 5 years or other statutory period required by law or regulation.

    Disposal or destruction of any records, at the expiration of (or after) such aforementioned date, must be approved, by written authorization of the Company’s President, and counter signed by the Company’s General Counsel.

    IX. USE OF COMPANY RESOURCES

    Company resources, including time, material, equipment and information, are only provided by the Company for use in the Company’s business.

    Employees and or representatives of the Company are trusted to behave responsibly and use good judgment to conserve Company resources. Company resources are not to be removed from the Company’s place of business.
    The Vice President of each respective department is responsible for the resources assigned to that department and is empowered to resolve issues concerning their proper use.

    Employees and or representatives of the Company are prohibited from using Company equipment such as computers, copiers and fax machines in the conduct of any outside business or in support of any religious, political or other outside daily activity.

    The Company reserves the right to monitor or review all data and information contained on any Company-issued computer or electronic device. Employees and or representatives of the Company are prohibited from using such devices to access the Internet or the Company’s intranet for personal use or other reasons.

    Company resources are not to be used to create, access, store, print, solicit or send any materials that are harassing, threatening, bullying, abusive, sexually explicit or otherwise offensive or inappropriate.
    Questions about the proper use of Company resources should be directed to the Vice President of the employee’s and or representative’s respective department, the Vice President of Human Resources or the Company’s Compliance Officer.

    X. COMPLIANCE

    The general principles on which the Company’s actions are based, and which all of its employees and or representatives, must observe and ensure compliance with, are as follows:

    • Act at all times in accordance with applicable laws and within the framework established by the Code of Conduct, in compliance with the Company’s internal policies.
    • Promote a preventive culture based on the principle of “zero tolerance” toward the commission of unlawful or criminal acts, and on the application of the Company’s policies.
    • All actions and decisions must be based on the following four basic premises:
      • It must be acceptable under the Company’s Code of Conduct;
      • It must be legally valid;
      • It must be desirable for the Company;
      • The employee and or representative must take responsibility for it.
    • Encourage familiarity with and respect for legal obligations, the Code of Conduct and internal regulations and procedures. Ensure compliance by proactively adopting control processes to prevent and detect violations.
    • Promptly report any action that may constitute a crime, or violation of a regulation or a Company Policy of which they have knowledge, as per the Company’s Whistleblower Policy.
    • Provide whatever assistance and cooperation is requested by any judicial or administrative bodies or any national or international oversight body in investigating any alleged crimes or in verifying compliance with the Company’s legal obligations.

    Imagina US Press Release (click here)