ProBrand Code of Business Conduct

ProBrand is committed to conducting our business based on honesty and high ethical standards and has adopted a Code of Business Conduct (the “COBC”) to:

• encourage full, fair, accurate, timely and understandable disclosure;
• encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest;
• encourage compliance with applicable laws and governmental rules and regulations;
• ensure the protection of the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and
• deter wrongdoing.

ProBrand is committed to demonstrate compliance with the applicable laws and regulations and the principles and spirit of this COBC in its policies, execution and implementation of its business throughout the organization.

Honest and Ethical Conduct

Each officer and employee of the Company, as well as its covered contractors and directors, must act with integrity, including being honest and ethical while still maintaining the confidentiality of information where required or consistent with the Company’s policies. In addition, ProBrand’s officers and employees should:

• Observe both the form and spirit of laws and governmental rules and regulations and accounting standards.
• Adhere to a high standard of business ethics.
• Accept no improper or undisclosed material personal benefits from third parties as a result of any transaction or transactions of the Company.
• Avoiding Conflicts of Interest

Compliance

It is the Company’s policy to comply with all applicable laws, rules and regulations and the COBC.  Such compliance is intended to include compliance with not only the written letter of the laws, but also their spirit and intent. It is the personal responsibility of each employee, officer and director to adhere to the standards and restrictions imposed by those laws, rules and regulations in the performance of their duties for the Company, including those relating to accounting and auditing matters and insider trading.

Reporting and Accountability

The Executive Officers or the Audit Committee, if designated, or the Board of Directors, if no Audit Committee has been designated, have the authority to interpret this COBC in any particular situation. Any director, officer or employee who becomes aware of any violation of this COBC is required to notify the Code of Business Conduct Contact Person promptly.

Corporate Opportunities

Employees, officers, directors, and covered contractors are prohibited from using corporate property, information or position for personal gain and from competing with the Company.

Confidentiality

In carrying out the Company’s business, employees, officers and directors often learn confidential or proprietary information about the Company, its customers, suppliers, or joint venture parties. Employees, officers and directors must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of our Company, and of other companies, includes any non-public information that would be harmful to the relevant company or useful or helpful to competitors if disclosed.

Fair Dealing

ProBrand has a history of succeeding through honest business competition. We do not seek competitive advantages through illegal or unethical business practices. Each employee, officer and director should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice. 

Protection and Proper Use of Company Assets

All employees, officers and directors should protect the Company’s assets including our physical assets, our intellectual property, software and IP licenses, and other assets and ensure their efficient use.

Human Rights, Labor and Worker Protection

ProBrand is committed to human rights (including labor rights), diversity and ethical and sustainable business practices and we consider such factors in our processes. ProBrand complies with local laws and international standards to assure that the Company and workers manufacturing its products are protected from unsafe and harmful working conditions, including working hours, child or involuntary labor, exposure to unsafe substances and conditions, harassment and bullying, and unlawful discrimination in the work place.

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