Code of Ethics
1. Objective
EdgeUno’s Code of Ethics and Business Conduct Policy sets forth the policies and practices that relate to how EdgeUno conducts its business, operating according to the highest ethical standards, and respecting Company’s vision, mission and values.
2. Scope
This Policy applies to all Directors, Executive Officers, employees, customers, providers and all users of EdgeUno and its affiliates services.
3. Definitions
EdgeUno or the Company: All EdgeUno companies, in all countries where it has presence in, its subsidiaries, and affiliates.
Authorized Spokespersons: EdgeUno’s Chief Executive Officer and Corporate General Counsel, or their authorized designee.
Code: EdgeUno’s Code of Ethics and Business Conduct.
Contractor: A person or company that undertakes a contract to perform a service or do a job at EdgeUno.
Director: A member of EdgeUno’s Board of Directors.
Employee: An individual employed by EdgeUno.
Ethics Committee: The committee responsible for resolving matters relating to the Code, including decisions with respect to waivers thereunder composed of at least one member of the Legal Team, one member of the People Team, one member of the Finance Team and one delegate of the CEO.
Family Member: An Employee’s immediate relative and/or household member including, but not limited to, a spouse, child, sibling and/or any other person whose close, personal relationship with the Employee presents an actual, or reasonably could cause a perceived conflict of interest.
Material Information: Any information that a reasonable investor would consider important in a decision to buy, hold, or sell EdgeUno stock or other securities – in short, any information that could reasonably be expected to affect the price of EdgeUno stock or other securities.
4. Policies and Guidelines
4.1. Our Vision, Mission, and Values
EdgeUno’s Code of Ethics and Business Conduct Policy sets forth the policies and practices that relate to how we conduct business. It applies to all Directors, Executive Officers, Contractors, and Employees, setting a clear expectation of the standards we must follow. This Code helps our people do the right thing wherever we conduct business. As we continue to grow and transform to meet the needs of today’s business environment, one thing that never changes is our commitment to operating according to the highest ethical standards. Ethics and integrity are not just woven into this Code, they are key parts of our Vision, Mission, and Values, which all help define who we are and how we do business, and further provide a framework for the values that guide us. They are critical components of our Company culture.
Our Vision
Provide a better Internet infrastructure in LATAM, enabling everyone to have the best possible Internet experience.
Our Mission
Deliver turnkey experience for content and gaming companies who want to enter Latin America.
Our Values
• Dedication to employees and customers
• Always do your best
• Diversity and inclusion
• Social Responsibility
• Integrity
While our Code is wide-ranging, it does not cover all situations. Perception matters, so it is important that we all make certain that no one observing our actions would have reason to believe that even the slightest unethical conduct exists or could be implied. All of us are responsible and accountable for not only compliance with this Code, but also for reporting violations. Various internal resources for reporting concerns have been established. All reports of alleged violations will be investigated as appropriate and EdgeUno will protect from retaliation any Employee who, in good faith, makes a report of an ethics concern. Our Code will be enforced fairly and consistently, regardless of position in the Company. As we strive to make EdgeUno an even better company, an important element is our continued commitment to ethics and integrity in everything we do. Our Code, along with other established Company policies and a robust compliance training program, will help all of us uphold this commitment.
4.2. Overview
EdgeUno is committed to conducting business in accordance with all applicable legal requirements and strives to achieve high ethical standards. EdgeUno and its Directors, Executive Officers, Contractors, and Employees must comply with applicable laws, rules, and regulations wherever it operates or holds assets. The Code also applies, where applicable, to EdgeUno’s customers, vendors, and suppliers (collectively referred to as “Business Partners”).
The Code does not cover every situation you might encounter. Nevertheless, it provides guidance for specific situations that may arise. You are responsible for complying with this Code and exercising good judgment to act in a manner that will reflect favorably upon EdgeUno and you. You should seek to comply with the spirit as well as the letter of this Code. You may not attempt to achieve indirectly, using third parties, acts that are prohibited by the Code. Violations of law, rules, regulations, or this Code will subject you to discipline, which may include suspension or termination of employment or service and/or legal action.
The Code applies to all Executive Officers, Contractors, Employees, and Directors and is designed to provide guidance on EdgeUno’s ethical principles. The values presented in the Code must be interpreted within the framework of the minimums established by the laws and ethics wherever EdgeUno operates. However, this Code does not include all EdgeUno policies on ethical or legal matters; you are responsible for knowing and complying with all other EdgeUno policies and laws, rules, and regulations applicable to your job or position.
When in doubt about the best course of action in a particular situation or when it is not clear whether your proposed conduct is subject to laws, rules, or regulations, you must seek advice from your supervisor, the Corporate General Counsel, the Human Resources Team, or the Ethics Committee. There are no acceptable reasons for either violating the Code or not reporting either a known violation or one that is suspected in good faith. This Code is not an employment contract, and nothing contained in this Code should be construed as a guarantee of continued employment. Your employment with EdgeUno is on an “at-will” basis, which means that either you or EdgeUno may terminate the employment relationship at any time, with or without cause and with or without notice, according to the local law.
Compliance with the Code is, however, mandatory, and your failure to always fully comply with it will subject employees to discipline, up to and including termination of employment. Contractors are subject to this Code and noncompliance could give cause to termination of the contract. The requirements of this Code are in addition to any other Company policies or requirements.
This Code is effective as of the day it is published and remains in effect subject to any amendments. It will be reviewed by EdgeUno’s Ethics Committee at least annually to assure continuing compliance with applicable laws. EdgeUno, at its sole discretion, may change, modify, or otherwise alter this Code at any time. Failure to either read or acknowledge this Code does not exempt you from your responsibility to comply with the Code or with applicable laws and regulations.
4.3. Maintaining a Safe Work Environment
EdgeUno strives to maintain a safe work environment for its Employees. In addition to its various workplace policies, subject to applicable privacy laws, EdgeUno requires that its Employees advise the Company of any developments related to an Employee’s criminal background that could impact the Employee’s work or cause any risk or damage to EdgeUno’s operations. While the existence of the charge and accompanying details shall be kept confidential by EdgeUno, upon disclosure a determination will be made, based on the nature of the charge and the individual’s role at EdgeUno, whether remedial measures, up to and including termination of employment are warranted.
4.4. Maintaining Accurate and Complete Records
EdgeUno strives to maintain accurate business records and to protect Company funds and assets. EdgeUno is committed to maintaining a system of internal controls that ensures compliance with applicable laws and regulations, and that promotes the full, accurate, and timely disclosure of information in EdgeUno’s reporting to internal management, its Board of Directors, external auditors, and external parties, including regulatory and governmental authorities.
• Books and Records
EdgeUno’s books and records should accurately reflect its transactions in reasonable detail and in accordance with its accounting practices and policies. EdgeUno prohibits unlawful, false, or misleading entries in its books and records for any reason and will not condone any undisclosed or unrecorded bank accounts or assets. A contract’s value must not be inflated, duplicated, or made with the intention that any portion is to be used for any purpose other than what is described. All invoices must accurately reflect the products or services sold or leased at the true price and terms of the agreement. You must never generate an invoice with an inaccurate valuation to enable the purchasing or leasing party’s ability to avoid duties, customs, or other taxes.
• Release of Material Non-Public Information
EdgeUno strives to ensure that all information released to outside parties is accurate and in accordance with applicable legal requirements. Accordingly, non-public information that reasonably could be considered Material Information must be approved for release only by an Authorized Spokesperson in accordance with internal policies. All inquiries from security or financial analysts, individual shareholders or media representatives must be directed to an Authorized Spokesperson. Certain non-public information that is Material Information and related to EdgeUno’s business may not affect EdgeUno’s stock price but may affect the stock price of another company or the value of other investment opportunities. You may not use such information to either gain personal benefit or tip-off another person to act, whether for your personal benefit or not.
4.5. Conflicts of Interest
EdgeUno strives to encourage and promote objectivity in business decision-making. Employees and Directors have a duty of loyalty to the organization and are expected to make business decisions with EdgeUno’s best interests in mind and to exercise business judgment independent of external influences such as personal financial interests, external business relationships, outside employment and familial relationships. Avoiding conflicts of interest is critical to maintaining integrity and honesty in the way EdgeUno conducts its business.
• Conflict of Interest Defined: A conflict of interest occurs when your private interest either does or has the potential to interfere with EdgeUno’s interests. This can arise when you take actions or have interests that make it difficult to perform your work objectively and effectively or when you or a Family Member receive improper personal benefits because of your position with EdgeUno. You are expected to use good judgment, adhere to high ethical standards, and avoid situations that create actual or potential conflicts of interest.
• Conflicts Must Be Disclosed: You must disclose to the Ethics Committee all actual and potential conflicts of interest, including any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest or situations in which you believe that it may not be possible to avoid a conflict of interest. Executive Officers and Directors may disclose such matters to the Corporate General Counsel. EdgeUno reserves the right to terminate or transfer you if you have a conflict of interest or require you to take steps to eliminate the conflict of interest as a condition of continued employment. In the case of a Director, a conflict of interest could be grounds for removal from the Board of Directors. The following sections detail common examples of situations that may involve conflicts of interest and for which you should be prepared to consider a disclosure as stated above.
• Moonlighting and Outside Interests and Employment: EdgeUno recognizes and respects your right to participate in outside activities. However, during your employment or service with EdgeUno, you may not, knowingly, directly or indirectly: (a) maintain any outside business, financial interest or activity that conflicts with EdgeUno’s interests or activities; (b) engage in any activity or business that materially interferes with your ability to properly and fully discharge your EdgeUno duties; (c) sell products or services that are competitive to EdgeUno; or (d) engage in activities that enhance marketability or constitute support of a competitor’s products or services. You may not work for an EdgeUno competitor. Directors must notify the Corporate General Counsel if they change employment.
• Outside Relations with Customers, Vendors, and Suppliers: To the extent you plan to perform work, directly or indirectly, with any EdgeUno customer, vendor, or supplier, you must obtain prior written approval from the Ethics Committee to confirm whether such outside activity presents an actual or potential conflict of interest with your EdgeUno duties.
• Work Activities by Family Members: Your Family Members may create actual or potential conflicts of interest because of their employment or work-related activities. For example, if in your role at EdgeUno you regularly supervise and do business with a vendor that provides services to EdgeUno, a potential conflict may arise if your spouse becomes employed by the vendor and is assigned to work on EdgeUno account. To confirm that a Family Member’s work activities do not create an actual or potential conflict for your EdgeUno employment, you should disclose to the Ethics Committee any direct or indirect work activities or employment by a Family Member with companies that compete or do business directly with EdgeUno.
• Business with Former Employees: EdgeUno may enter into a business arrangement with a former Employee, a company that employs a former Employee, or a company with which a former Employee has a significant ownership interest only if the arrangement is in EdgeUno’s best interest and in no way brings into question EdgeUno’s ethical standards. All potential business arrangements with former Employees must be disclosed to the Ethics Committee. Business arrangements with former Employees who were employed by EdgeUno within the most recent 24 months must be approved in writing in advance by the Ethics Committee. Inadvertent business dealings with former Employees shall not be considered a violation of this Code if, upon learning of the individual’s status as a former Employee, you notify and obtain approval by the Ethics Committee, if required by this Section.
• Participation on Boards of Not-For-Profit and For-Profit Organizations: EdgeUno generally encourages Employees to be involved in community organizations and support not-for-profit organizations. Your participation on a not-for-profit board as a director should not create a conflict of interest with your EdgeUno position. You should, however, confirm that the related time commitments do not interfere with your day-to-day EdgeUno job duties. If you have any questions or concerns about such activities, please discuss them with your supervisor or Human Resources. Directors and Executive Officers must notify the Corporate General Counsel about any such not-for-profit board positions. Any service on the board of directors of a for-profit organization may, however, create significant conflicts of interest with your EdgeUno position. Employees and Directors must advise the Ethics Committee in advance if they are considering accepting a director-level position on the board of directors of any for-profit organization. Generally, the Ethics Committee will not approve an Employee’s request to join the board of either a competitor, customer, supplier, or any other EdgeUno Business Partner.
• Outside Financial Interests: A conflict of interest may arise if you or a Family Member has a financial interest in an EdgeUno customer, supplier, vendor, or other Business Partner. For this reason, your financial interest, and potentially that of your Family Members, in any Business Partner may need to be reviewed by the Ethics Committee to determine whether there is a conflict of interest between your EdgeUno job and your financial interest, or that of your Family Member’s, in a Business Partner. You are required, therefore, as a condition of employment, to report any financial interest of yours or a Family Member in a Business Partner where such financial interest is with an organization that (1) does business with EdgeUno and (2) your EdgeUno position is involved in EdgeUno’s business dealings with such Business Partner. The reporting of such financial interests to the Ethics Committee is only required if the financial interest is (1) greater than 1% of a publicly traded company or (2) of any percentage in a privately held company. Mutual fund investments and/or blind trusts, where investment decisions are not made under your specific direction, do not need to be reported. The Ethics Committee will evaluate these matters on a case-by-case basis. As a general matter, the Ethics Committee will not approve of an Employee’s financial interest in a Business Partner if the Employee’s job duties in any way relate to working or interacting with that customer, supplier, or vendor. If such a conflict of interest occurs, the Ethics Committee will determine whether EdgeUno is able to make any changes related to the Employee’s position or function to remove the conflict.
• Hiring of Family Members: EdgeUno seeks to employ the most qualified candidates for every position and to encourage all Employees to seek advancement opportunities. A Director’s or Employee’s Family Member may be considered for employment if the individual possesses all the qualifications for employment and if the employment of the Family Member does not create an actual or perceived conflict of interest. Accordingly, (i) Family Members cannot work in positions that are directly associated or in a managerial relationship, and one Family Member cannot supervise or influence the pay, benefits, duties, or job evaluation of another Family Member; (ii) the hiring of an Employee’s Family Member will be subject to the approval of the Ethics Committee. Employees who marry or become members of the same household may continue employment if there is not a direct managerial relationship between them. Employees who marry, become members of the same household, or otherwise develop a close, personal (i.e., romantic and/or physical) relationship must disclose the relationship to Human Resources so that the managerial relationship between the two individuals can be evaluated and adjusted if necessary.
• Solicitation of Employees: You may not solicit an Employee to leave EdgeUno for other employment.
• Corporate Opportunities: You have a duty to advance EdgeUno’s business interests when the opportunity to do so arises. You are prohibited from taking for yourself, personally, opportunities that are discovered using EdgeUno’s property, information, or position; using EdgeUno’s property, information, or position for personal gain; or competing with EdgeUno.
4.6. Maintaining Integrity in the Marketplace
• Gifts and Entertainment: EdgeUno requires all Employees to manage their relationships with Business Partners with the utmost integrity. The offer or acceptance of gifts and entertainment by you or a Family Member may present a conflict of interest as described herein. Gifts and entertainment must be appropriate and in line with Company practices. No gift or entertainment should ever be offered or accepted by you or a Family Member unless it (i) is not cash, (ii) is reasonable and consistent with customary business practices, (iii) is valued at not more than $300, (iv) cannot reasonably be construed as a bribe or payoff, and (v) does not violate any law or regulation. Absent prior written approval from the Company’s Corporate General Counsel, no gift or entertainment may ever be offered by you or a Family Member if the recipient is employed by any local, state, or federal government agency. Notwithstanding the foregoing, commercial business entertainment and transportation that is reasonable in nature, frequency and cost is permitted. Reasonable business entertainment or transportation includes, without limitation, a lunch, dinner, or occasional athletic or cultural event; gifts of modest value; entertainment at EdgeUno or other authorized facilities; or authorized and reasonable transportation in EdgeUno’s vehicles. In addition, reasonable business entertainment covers traditional promotional events sponsored by EdgeUno. Because it may not always be clear what is reasonable, you are strongly advised to consult with your supervisor or the Ethics Committee prior to incurring business entertainment or transportation expenses.
Advance written approval from your supervisor is required before you may accept an invitation to attend any entertainment event as the guest of a current or potential EdgeUno customer, vendor, or supplier or of any other party with whom EdgeUno is or is likely to engage in business if the price of admittance to that event is greater than $300. Advance written approval from your supervisor is also required before you may invite a current or potential EdgeUno customer, vendor or supplier or any other party with whom EdgeUno engages or is likely to engage in business to any entertainment event if the price of admittance to that event is greater than $300. Employees should never give or receive cash, cash equivalents (such as gift cards), loans, or any item that obligates to provide something in return, nor should they actively solicit gifts or entertainment from a current or potential client or business partner.
• Political Contributions; Legislative Activities: EdgeUno’s relationship with governmental agencies and their officials and personnel in each country where EdgeUno conducts business should be maintained (i) in accordance with high ethical standards, (ii) in compliance with applicable legal requirements, and (iii) such that a public disclosure of such relationship would not be expected to impugn or jeopardize EdgeUno’s integrity or reputation.
• Contributions to Political Parties, Candidates, or Action Committees EdgeUno does not make political contributions in support of any party or candidate in any election, whether federal, state, or local, except as stated in this Code. You may not direct, urge or require any Employee or Director to contribute to any political party, cause, organization, or candidate. This Code does not prevent an Employee or Director, acting on his/her own behalf, and who is representing him/herself, from participating in the political process.
• Participation in the Legislative Process: EdgeUno may authorize certain Employees or professional representatives to publicly support or oppose any existing or proposed legislation, regulation, or interpretation of law at the local, state, or federal level. You do not, during your employment or service as a Director or in any other manner that would imply such action is on EdgeUno’s behalf, have the authority to advocate for or against any existing or proposed legislation, regulation, or interpretation of law, or to engage in negotiations of any kind (including dispute resolution) with government officials unless expressly authorized by the General Counsel or pursuant to your job.
Discussions with government officials regarding the design or implementation of a specific project are permissible if done in the ordinary course of your duties pursuant to your job; however, explicit advanced written approval and oversight by the General Counsel is required for you to: (i) propose at any level of government changes to any law or regulation; (ii) provide before any elected body or committee thereof testimony regarding proposed legislative changes, regulation or interpretation; (iii) provide to non-elected government officials or agencies written comments regarding proposed legislation, regulation or interpretation; (iv) challenge an interpretation requested or received by the Company during the normal course of Company business; or (v) hire on the Company’s behalf any third party to engage in any of the activities described in items (i) to (iv) above.
Federal and most state laws require individuals who engage in what is commonly referred to as “lobbying” (i.e., all attempts including personal solicitation to induce legislators to vote in a certain way or to introduce legislation) to register and file regular reports detailing all lobbying activities. You are prohibited from lobbying on EdgeUno’s behalf absent explicit advanced written approval from the General Counsel. Provided that doing so is consistent with your regular job responsibilities, working with and participating in events sponsored by recognized trade groups and associations is not prohibited by this Code. Questions concerning participation in the legislative process should be referred to the Legal Team.
4.7. Protecting Company Assets
• Protecting Proprietary and Confidential Information: EdgeUno expects undivided loyalty to the interests of the Company, including protection of the Company’s trade secrets and its private and confidential client information. “Confidential Information” refers to all non-public information, in any form, emanating at any time from EdgeUno, its Business Partners or any other person or organization that relates in any way to EdgeUno’s business or operations. Confidential Information includes information labeled “confidential” as well as information not labeled “confidential” but that by its nature should be reasonably construed as being confidential. Examples of Confidential Information include EdgeUno business plans, operating plans, strategy plans, financial data, product and service information, client data, sales data, Company reports, contracts, estimating cost structures and related information, and personnel or Employee information. Employees shall preserve and protect trade secrets and Confidential Information and all physical and non-physical forms of that information. Employees may not share such information with people outside of the Company or discuss such matters with other Employees unless such Employees have a clear business need for the information. Any inquiries from outside sources that claim to have a “need to know” should be referred to the General Counsel. Employees who terminate employment with EdgeUno are obligated to continue to maintain the confidentiality of proprietary information obtained or developed while employed by EdgeUno. Upon termination of employment, or earlier, if requested to do so by EdgeUno, and regardless of the timing, reasons or circumstances of the termination, Employees must deliver to EdgeUno all materials, documents, passwords, and other tangible or intangible storage media containing any form of Confidential Information, whether located on EdgeUno’s premises or elsewhere.
• Safeguarding EdgeUno Assets: You should protect EdgeUno’s assets and ensure their efficient use. Theft, loss, damage, carelessness, and waste have a direct impact on EdgeUno’s profitability. EdgeUno assets and services should be used solely for EdgeUno’s legitimate business purposes. The misuse or unauthorized removal of EdgeUno’s property from EdgeUno’s facilities is prohibited. Any original works of authorship created by an Employee, whether alone or jointly with others, within the scope and during the period of employment with EdgeUno, shall be deemed a “work made for hire” as defined by the applicable legislation and are protected in accordance therewith. The Company may Any original works of authorship created by an Employee, whether alone or jointly with others, within the scope and during the period of employment with EdgeUno, shall be deemed a “work made for hire”, in its sole discretion, assign or transfer such works to any of its subsidiaries or affiliates. Any inventions or improvements, whether patentable or not, made by an Employee, alone or jointly with others, during the period of employment with EdgeUno and which are within the scope of the Company’s business or resulting from work performed for the Company shall be the sole property of and assignable to the Company.
• The Use of EdgeUno Assets for Outside Interests:
EdgeUno’s assets, including its facilities, materials, information technology, equipment, computers, telephones, and other resources are for the sole use of EdgeUno’s business needs. Accordingly, you are prohibited from using these or any other Company assets for any purpose beyond the performance of your job duties and on behalf of EdgeUno. In addition, you may not use or sell any asset belonging to EdgeUno, even those that may no longer be deemed useful to EdgeUno and/or that may be identified by EdgeUno as scrap or obsolete.
4.8. Compliance with Laws
EdgeUno is committed to complying with all applicable federal, state, and local laws. Some of the laws that are more pertinent to our industry and our business are discussed below.
• Competitive Intelligence: EdgeUno requires all Employees to comply with all applicable laws in acquiring competitive intelligence. EdgeUno prohibits acquiring competitive intelligence by means of theft, blackmail, wiretapping, electronic eavesdropping, bribery, improper inducement, receiving stolen property, threats, or other improper methods. Employees must respect the confidentiality of competitors’ information and not misrepresent who they are or for whom they work in obtaining such information. You should immediately notify your manager whenever you believe you have received information that you believe may be confidential or proprietary to another organization.
• Anti-trust: EdgeUno strives to conduct business with Business Partners and competitors with complete honesty and integrity. EdgeUno is committed to upholding federal and state anti-trust laws which exist to promote vigorous competition and open markets. EdgeUno prohibits Employees from making false statements about competitors or their products or services and from illegally obtaining competitors’ confidential information. Certain discussions with competitors may be illegal under anti-trust laws. In contacts with competitors, you must not discuss product prices, terms of sales, customers, or allocation of marketplace. If a competitor, trade association member, social contact, friend, or acquaintance employed or working for an EdgeUno competitor raises any one of the above topics, in seriousness or jest, you should object, refrain from discussing such matters and report such instance promptly to the Corporate General Counsel.
• Foreign Corrupt Practices Act: The Foreign Corrupt Practices Act (FCPA) prohibits, among other things, bribery of foreign government officials or agents, directly or through intermediaries, for any business-related purpose. In addition to the U.S. FCPA prohibition against bribery, other countries have their own laws restricting or prohibiting bribery in relation to conducting business or seeking to obtain a business advantage or a business-related favor. Employees must adhere to all legal requirements that apply to the Company’s business dealings. You are responsible for understanding any additional constraints imposed by local laws or customs in your country. If you are unsure of how the law applies to your position or your duties, you must contact EdgeUno’s Legal Team and/or the Corporate General Counsel for guidance.
• Unfair Business Practices Act: You must deal honestly, ethically, and fairly with Employees, suppliers, vendors, customers, and competitors. Statements regarding EdgeUno’s products and services should be truthful and must not be misleading, deceptive, or fraudulent in any material way. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
• Accepting Bids; Vendor Fairness: Discussions or prior arrangements with vendors or suppliers may be illegal and will violate this Code if there is collaboration or agreement on prices to be quoted to a customer, bids to be submitted or other bid rigging, agreements not to compete or other similar anticompetitive or trade-restraining practices involved.
• Sanctions and Trade Embargoes: The U.S. Treasury Department’s Office of Foreign Assets Control and the U.S. Department of Commerce’s Bureau of Industry and Security require, among other things, compliance with U.S. governmental regulations implementing sanctions and trade embargoes. The Company may not engage in any transactions, including providing services or goods to, or acquiring services or goods from, any individuals against whom, or entities or jurisdictions against which the United States government has imposed sanctions. Employees are responsible for ensuring that they undertake reviews of all Business Partners who will benefit from our services, in light of applicable sanctions prohibitions. The initiation of new business requires that the Business Partner (and its directors and principal officers) and any majority non-affiliated shareholder in any Company joint venture be screened against the sanctions lists and, prior to initiating any commercial relationship with a vendor or other service provider, the name of the party must be screened against the sanctions lists. Finally, Employees will be screened against the applicable sanctions lists at the time of hiring, and periodically thereafter, to ensure that no Employee is a sanctions target.
• Insider Trading: As a Director, Executive Officer, or Employee, you are prohibited from purchasing, selling, or engaging in other transactions involving or relating to EdgeUno securities while aware or material, non-public information concerning EdgeUno or disclosing such information to others who may then trade on it. You are also prohibited from speculating in any EdgeUno securities, which includes, but is not limited to, engaging in hedging transactions or other types of arrangements that have a similar economic effect.
• Prevention of Money Laundering and Financing of Terrrorism: EdgeUno is committed to the Prevention of Money Laundering and Terrorist Financing in all countries where it has a presence. Therefore, EdgeUno does not admit, under any circumstances, actions, conducts, faults or situations of money laundering or financing of terrorism committed by its collaborators, contractors, suppliers and / or interested parties. Any such fault is considered serious and will have disciplinary and legal consequences. EdgeUno certifies that its resources do not come from or are leaded to the exercise of any illegal activity or activities related to the laundering of assets from these or activities related to the financing of terrorism. Similarly, EdgeUno undertakes to carry out all activities aimed at ensuring that all its personnel, contractors, partners, shareholders, clients, suppliers and/or associated parties, and their resources, are not related to or come from illegal activities; in particular, money laundering or terrorist financing.
In any case, if during the validity of any of its contracts or agreements, EdgeUno finds reasonable doubts about the operations of any of its workers, contractors, partners, shareholders, clients, suppliers and/or interested parties, as well as doubts about the origin of their assets and/or that any of them may become involved in an investigation of any kind (criminal, administrative, etc.) related to illegal activities, money laundering or terrorist financing, or be included in international binding lists for any of the countries where EdgeUno has a presence, in accordance with international law (United Nations-UN lists), OFAC or Clinton lists, etc., EdgeUno will have the right to unilaterally terminate the agreement without being bound by this fact to indemnify any type of damage to the party that generated it, and will have the obligation to denounce before the competent legal authorities about the facts of which they have had knowledge.
In compliance with international guidelines for the Prevention of Money Laundering and Terrorist Financing, EdgeUno commits to:
• Collaborate in the fight against Money Laundering and Terrorism Financing in accordance with current regulations, and in accordance with national and international conditions.
• Follow up on the resolutions issued by the Security Council of the United Nations, related to LAFT.
• To allocate and make available the necessary resources for the prevention of LAFT risk.
• Avoid linking, establishing and/or maintaining commercial relationships or carrying out operations with people or companies that are included in restrictive or binding lists.
• Refrain from initiating any type of contractual relationship or carrying out commercial operations with third parties, without first applying the mechanisms established in the policies and procedures for purchases, linking and unlinking defined and in force at the Foundation.
• Include within their training activities those focused on the prevention of LAFT risk.
• All collaborators, contractors, suppliers, contractors, donors and/or cooperators and other interested parties of Fundación Natura are responsible for complying with the internal provisions regarding LAFT prevention as well as the current legislation on the subject and committing to compliance with the Privacy Policy. ethics, good governance, anti-corruption, transparency and non-discrimination.
4.9. Reporting Code Violations
Employees must report known violations of this Code, violations that are suspected in good faith, or other matters pursuant to this Code (and can opt to do so confidentially and/or anonymously) by contacting the Ethics Committee directly as follows: a) Sending an email report to: ethics.committee@edgeuno.com; Good faith concerns regarding questionable accounting or auditing matters or complaints regarding accounting, financial reporting, internal accounting controls or auditing matters must also be submitted in either one of the ways listed above. The failure to report either known violations of this Code or good faith concerns related to it will subject you to discipline, up to and including termination of employment or Board of Directors service. While it is EdgeUno’s desire to address matters internally, nothing in this Code should discourage any Employee or Director from reporting any perceived illegal activity (including any violation of securities laws, anti-trust laws, environmental laws or any other federal, state, local or foreign law) to the appropriate federal, state, local or foreign authority.
4.10. Policy Against Harassment, Discrimination and Retaliation
EdgeUno is committed to maintaining a work environment that is free of harassment, discrimination, and retaliation. Promoting an atmosphere where Employees feel safe to engage in frank, honest communication is crucial to achieving these goals.
• Anti-harassment statement: EdgeUno strives to create and maintain a work environment in which people are treated with dignity, decency, and respect. The Company environment should be characterized by mutual trust and the absence of intimidation, oppression, and exploitation. EdgeUno prohibits harassment of any kind, including sexual harassment, and will take appropriate and immediate action in response to complaints or knowledge of violations of this Code. For purposes of this Code, harassment is any verbal or physical conduct designed to threaten, intimidate, or coerce an Employee, co-worker, or any person working for or on behalf of EdgeUno.
• Anti-discrimination statement: EdgeUno seeks to ensure equal employment opportunities, benefits, work conditions, and evaluative standards without discrimination based, in whole or in part, on the person's race, color, national origin, age, religion, disability status, sex, sexual orientation, gender identity or expression, genetic information, marital status, or any other reason or characteristic protected by law.
• Anti-retaliation statement: Employees must make good faith reports about violations of this Code or about conduct that an Employee believes is a violation of applicable laws and regulations in accordance with the reporting procedures set forth at Section 10. Such reports may be made confidentially and/or anonymously. In accordance with and to the extent required by applicable laws, EdgeUno will take all appropriate action to protect Employees from any form of workplace retaliation resulting from the Employee’s (1) good faith reporting of a violation of this Code or any conduct perceived by the Employee to be a violation of applicable laws and regulations; (2) cooperation with an investigation or inquiry regarding any such matters; or (3) disclosure to, or providing of information or assistance in connection with, any governmental proceeding or inquiry. Retaliation in the form of adverse employment merely because an Employee engages in any of the conduct or cooperation activities mentioned herein is prohibited pursuant to applicable law.
4.11. Waivers
Waivers of certain provisions of this Code may be obtained from the Ethics Committee. In addition, the Ethics Committee should be contacted when you are: (i) disclosing a matter required to be disclosed under the Code; (ii) requesting a waiver of the Code; (iii) reporting a suspected past or present violation of the Code, applicable laws or other EdgeUno policies; or (iv) reporting a suspected past or present actual or potential conflict of interest. Once a matter is disclosed to the Ethics Committee, it will determine whether a waiver is necessary under the Code or whether other actions are appropriate. If you believe that disclosure is required or that a waiver is appropriate in your case, you must contact the Ethics Committee via email at: ethics.committee@edgeuno.com
The Ethics Committee will review each disclosure and each waiver request under the Code and take such action that it believes is appropriate under the circumstances. You should be prepared to disclose all pertinent facts and circumstances, respond to inquiries for additional information, and if applicable, explain why a waiver is necessary, appropriate or in EdgeUno’s best interests, and be willing to comply with any procedures that may be required to protect EdgeUno relating to the waiver. The Ethics Committee will retain written records of its actions as required by EdgeUno’s policies and applicable law. If you have previously made a disclosure or submitted a waiver request to the Ethics Committee, including granted waivers and disclosures where no waiver was deemed necessary, and if the facts and/or circumstances associated with your disclosure or waiver request have changed, you must resubmit your disclosure to the Ethics Committee and identify all facts and/or circumstances that have changed. The Ethics Committee may alter its treatment of any waiver request or disclosure at its discretion.
The failure to promptly disclose a potential or actual conflict of interest or to seek a waiver of a potential violation of the Code by an Employee, the Employee’s manager (if he/she is aware of such conduct or situation) or a Director, or the failure to cooperate in any inquiry by the Ethics Committee may result in discipline including, but not limited to, termination of employment. Any waiver of this Code may be made only by the Board of Directors (excluding any interested Directors) and in accordance with the Ethics Committee’s Charter and will be disclosed publicly as required by applicable law or stock exchange regulation, generally within 4 business days.
