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CODE OF CONDUCT

I. Introduction
SG Brand & Sales Management LTD (the “Company”) requires the highest standards of professional and ethical conduct from its employees, officers and directors. The Company’s reputation for honesty and integrity among its shareholders is key to the success of its business. No employee, officer or director will be permitted to achieve results through violations of laws or regulations or through unscrupulous dealings. Honesty and integrity must always characterize the Company’s business activity. 
This Code of Business Conduct and Ethics (this “Code”) reflects the Company’s commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees, officers and directors are expected to comply. 
This Code sets forth general principles and does not supersede the specific policies and procedures that are covered in the separate employee handbooks of the Company and of its subsidiaries (the “Employee Handbooks”), in the separate Code of Conduct applicable to our vendors and licensees or in the separate specific policy statements of the Company, such as the Securities Trading Policy, the Related Person Transactions Policy, the Whistleblower Policy and the AntiBribery Policy. References in this Code to the Company mean the Company or any of its subsidiaries.
 


II. Conflicts of Interest
All employees, officers and directors have an obligation to act in the best interest of the Company at all times. A conflict of interest exists when a Company employee, officer or director is in a position to (i) compete with, rather than help, the Company or (ii) make a business decision not on the basis of the Company’s interest but rather for his or her own.

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III. Corporate Opportunities

In carrying out their duties or responsibilities, employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Employees, directors and officers are prohibited from (i) taking for themselves personally opportunities that arise through the use of corporate property, information or position, (ii) using corporate property, information or position for personal gain and (iii) competing with the Company, in each of the foregoing cases, to the material detriment of the Company. Whether any of the foregoing actions is to the material detriment of the Company will be determined by the Audit Committee, in the case of an executive officer or director, or the Legal Department, in the case of any other employee, based on all relevant facts and circumstances, including whether the Company has previously declined to pursue such proposed opportunity for its own benefit.

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IV. Standards of Conduct
The standards expected of employees include:

  • Compliance with all Company and workplace policies, procedures, rules, regulations and contracts;

  • Compliance with all laws;

  • Compliance with all reasonable and lawful instructions given by or on behalf of the Company;

  • Devotion of the employee’s entire time, attention and skill during normal working hours and at other times as reasonably necessary for the employee to perform their duties;

  • To be honest and fair in dealings with customers, clients, co-workers, Company management and the general public, and to treat them with courtesy and respect;

  • To be faithful and diligent, and actively pursue the Company’s best interests at all times;

  • To work in a safe and compliant manner, and to observe all workplace health and safety rules and responsibilities;

  • Refraining from any discriminatory, bullying or harassing behaviour toward customers, clients, co-workers, Company management and the general public;

  • To not make any statements to the media about the Company’s business, unless expressly authorised to do so by the Company (requests for media statements should be referred to Insert Media Position);

  • To not make any statements about the Company on social media, or any other public platform, that may harm the Company’s reputation;

  • To not, in connection with the employee’s employment, accept any financial or other benefit from any entity other than the Company – unless acceptance of such benefit is in accordance with the Company’s other workplace policies or is otherwise disclosed to the Company and expressly permitted by the Company;

  • To not engage in any employment or provide any services to any person or entity other than the Company, except with the Company’s prior written consent;

  • To not engage in any employment or provide any services to a supplier or competitor of the Company, except with the Company’s prior written consent;

  • Immediately disclosing any potential, perceived or actual conflict of interest (whether direct or indirect) that may give rise to a conflict with the performance of the employee’s obligations to the Company, or the Company’s business, confidential information or reputahional interests. The Company may direct employees to take action to eliminate or reduce any such conflict, and employees must comply with such directions;

  • To not engage in conduct, whether during or after work hours, that in the opinion of the Company causes damage or potential damage to the Company’s property or reputation;

  • To not use, or come to work while affected by use of prohibited drugs or alcohol;

  • To not discriminate on the basis of personal characteristics including (but not limited to) sex, race, disability, pregnancy, age, marital status or sexual orientation;

  • To ensure and maintain punctuality; To respect the Company’s property;

  • To dress in an appropriate manner and to ensure that appearance is presentable, clean, neat and tidy (including but not limited to wearing any uniform that is required of you by the Company);

  • To not use Company internet to access and/or download sexually explicit material or other offensive material;

  • To not use Company email to send sexually explicit or suggestive material, or other offensive or harassing material;

  • To maintain both during employment and after termination of employment with the Company, the confidentiality of any confidential information, records or other materials acquired during the course of employment;

  • At all times, behave in a way that upholds the Company’s core values and the integrity and good reputation of the Company;

  • Reporting any conduct of other workplace participants which is in breach of any of the above, or potentially in breach of any of the above, without delay.

     

V. Public Reporting
Full, fair, accurate, timely and understandable disclosure in the reports and other documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission (the “SEC”) and in its other public communications is critical for the Company to maintain its good reputation, to comply with its obligations under the securities laws and to meet the expectations of its shareholders and other members of the investment community. 
Persons responsible for the preparation of such documents and reports and other public communications are to exercise the highest standard of care in their preparation in accordance with the following guidelines:

  • All accounting records, and the reports produced from such records, must be in accordance with all applicable laws;

  • All accounting records must fairly and accurately reflect all transactions or occurrences to which they relate;

  • All accounting records must fairly and accurately reflect in reasonable detail the Company’s assets, liabilities, revenues and expenses;

  • No accounting records should contain any false or intentionally misleading entries;

  • No transactions should be intentionally misclassified as to accounts, departments or accounting periods;

  • All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period;

  • No information should be concealed from the internal auditors or the independent registered public accounting firm;

  • Compliance with the Company’s internal control over financial reporting and disclosure controls and procedures is required.

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VI. Product Integrity; Intellectual Property; Counterfeiting

The Company is proud of the quality of its products and in addition to the Company’s own high standards of production, each item must be produced, packaged and labeled in full compliance with applicable legal requirements. Furthermore, all of the Company’s marketing and advertising must be truthful. The Company owns and retains the sole rights to all business-related and merchandise related designs, concepts, improvements, discoveries and ideas that an employee conceives or makes during the course of his or her employment with the Company. In addition, the Company’s trademarks are valuable assets and represent what the Company is as a brand. The Company expects all employees to help protect its trademarks at all times. In some instances, individuals or other third parties may attempt to sell counterfeit merchandise using the Company’s trademarks. If you find any merchandise bearing any portion of the Company’s trademarks on the labels, price tags, hang tags, packaging or otherwise and not sold through a Company store or outlet or through an authorized department or specialty store, it is your responsibility to promptly inform the Legal Department.

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VII. Insider Trading

Insider trading is unethical and illegal. Employees, officers and directors are not allowed to trade in securities of a company while in possession of material non-public information regarding that company. It is also illegal to “tip” or pass on inside information to any other person who might make an investment decision based on that information or pass the information on further. The Company has a separate Securities Trading Policy, which sets forth your obligations in respect of trading in the Company’s securities.

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VIII. Fair Dealing

Each employee, officer and director, in carrying out his or her duties and responsibilities, should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of anyone through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

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IX. Compliance with Laws, Rules and Regulations

Compliance with both the letter and spirit of all laws, rules and regulations applicable to the Company’s business, including any securities exchange or other organization or body that regulates the Company, is critical to the Company’s reputation and continued success. 6 All employees, officers and directors must respect and obey the laws of the cities, states and countries in which we operate and avoid even the appearance of impropriety. Employees, officers or directors who fail to comply with this Code and applicable laws will be subject to disciplinary measures, up to and including termination from the Company. In addition, if you become aware of any information that you believe constitutes evidence of a material violation of laws, rules or regulations applicable to the Company and the operations of its business, by the Company, or any employee, officer or director, then you should bring such information to the attention of the Legal Department.


X. Waivers of this Code
Any waiver of this Code for the principal executive officer, principal financial officer or principal accounting officer or controller (or persons performing similar functions) will be made only by the Audit Committee, and any waiver of this Code for other executive officers or directors will be made only by the Board of Directors. Waivers will be promptly disclosed as required by applicable law or stock exchange regulation. Any waiver of this Code for any other employee will be made by the Legal Department.

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XI. Amendments of this Code

Any amendment of this Code will be made only by the Board (upon recommendation of the Audit Committee) and will be promptly disclosed as required by applicable law or stock exchange regulation. It is your responsibility to be familiar with this Code as it may be revised from time to time.
 


Last Revision 21/01/2020

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