Code of Conduct

Each of us makes a wide range of business and ethical decisions every day in the execution of our responsibilities on behalf of V2 Ventures. V2 Ventures and Associated Companies (“V2 Ventures”) are committed to ensuring that such decisions comply with the letter and spirit of the law and are ethically above reproach.

This Code of Conduct (the “Code”) is one element of our Compliance Program and has been developed to increase awareness of ethical and legal issues. Although no document can address every decision you could face during your career with V2 Ventures, this Code sets expectations and provides guidelines applicable to every employee, officer, and director that are intended to serve as the framework by which we conduct business.

All employees should:

  • Follow this Code, applicable laws, regulations, and V2 Ventures’ policies and procedures.

  • Be sensitive to, and avoid, situations that could be perceived as unethical, or could lead to illegal or unethical actions.

  • Seek guidance when legal or ethical questions arise in the workplace.

  • If you are unsure whether your conduct or the conduct of other employees complies with this Code, please contact your manager or Human Resources.

If any part of this Code conflicts with local laws or regulations, only the sections of this code permitted by applicable laws and regulations will apply. Any policies that are specifically applicable to your jurisdiction will take precedence to the extent they conflict with this Code. The Code is subject to change and may be amended, supplemented, or superseded by one or more separate policies.

Personal Conduct and Work Environment

Equal Opportunity and Respect
Employment with V2 Ventures is based solely upon individual merit and qualifications directly related to professional competence. V2 Ventures strictly prohibits any unlawful discrimination or harassment of any kind, including discrimination or harassment on the basis of race, color, religion, veteran status, national origin, ancestry, pregnancy status, sex, genetic information, gender identity or expression, age, marital status, mental or physical disability, medical condition, sexual orientation or any other characteristics protected by law. V2 Ventures also makes all reasonable accommodations to meet our obligations under laws protecting the rights of the disabled.

Anti-Discrimination and Harassment
V2 Ventures employees are prohibited from harassing other employees whether the incidents of harassment occur on V2 Ventures premises and whether the incidents occur during working hours. While it is not easy to define precisely what harassment is, we know that it can be physical and/or psychological in nature. An aggregation of a series of incidents can constitute harassment even if one of the incidents considered on its own would not be harassing. Some types of harassment include:

  • Sexual Harassment – Sexual harassment is unwanted sexual attention of a persistent or offensive nature made by a person who knows, or reasonably should know, that such attention is unwanted. Harassment includes sexually oriented conduct that is sufficiently pervasive or severe to unreasonably interfere with an employee’s job performance or create an intimidating, hostile, or offensive working environment. Sexual harassment can involve males or females being harassed by members of either sex. Although sexual harassment typically involves a person in a greater position of authority as the harasser, individuals in positions of lesser or equal authority also can be found responsible for engaging in prohibited harassment. Some examples of sexual harassment include:

    • Promising, directly or indirectly, an employee a reward, if the employee complies with a sexually oriented request

    • Threatening, directly or indirectly, to retaliate against an employee, if the employee refuses to comply with a sexually oriented request

    • Denying, directly or indirectly, an employee an employment-related opportunity, if the employee refuses to comply with a sexually oriented request

    • Engaging in sexually suggestive physical contact or touching another employee in a way that is unwelcome

    • Except as in the ordinary course of business, displaying, storing, or transmitting pornographic or sexually oriented materials using V2 Ventures equipment or facilities; example: emailing jokes to co-workers

    • Engaging in indecent exposure

    • Making sexual or romantic advances toward an employee and persisting despite the employee’s rejection of the advances

  • Hostile Work Environment – Harassment causing a hostile work environment includes unwelcome comments based on sex, race, religion, or any other protected characteristic or that otherwise interferes with an employee’s work performance.

  • Bullying and Intimidation – This type of harassment includes physical or psychological abuse that is intended to be threatening or to cause humiliation or intimidation. Such harassment may include the use of weapons and may be verbal or non-verbal in nature.

Employee Responsibility
If an employee believes that they have been subject to harassment of any kind, they should:

  • Make a written record of the date, time, and nature of the incident(s) and the names of any witnesses

  • Report the incident

All incidents of harassment must be reported regardless of their seriousness. Publicizing information about alleged harassment without following the reporting procedures or filing a formal complaint might be considered evidence of an intent on part of the accuser to damage the reputation of another person.

All inquiries, complaints, and investigations are treated confidentially. Information is revealed strictly on a need to know basis. Information contained in a complaint is kept confidential. The immediate supervisor and the Compliance Officer must take adequate steps to ensure that the complainant is protected from retaliation during the period of the investigation. A copy of the investigation report and the final decision is included in the personnel file of the respondent only if the investigation concludes that the individual engaged in prohibited conduct. No record of a complaint is kept in the complainant’s personnel file, unless the investigation concludes that the complaint was reckless, frivolous, or vexatious. All information pertaining to a harassment complaint or investigation is maintained in secure files.

Supervisor Responsibility
Supervisors must deal expeditiously and fairly with allegations of harassment within their departments, whether there has been a written or formal complaint. Supervisors must:

  • Ensure that harassment is reported to the Human Resources staff or the Compliance Committee

  • Work with the Human Resources staff to take corrective action to prevent prohibited conduct from reoccurring

  • Supervisors who knowingly allow or tolerate harassment are in violation of this policy and subject to discipline

Violence, Threats & Weapons
V2 Ventures prohibits employees engaging in violence or other acts intended to harm another person or his or her property. You may not make threatening or intimidating comments or behave in a manner that threatens the safety or property of another person.

V2 Ventures also prohibits the possession, use, sale ,or transfer of weapons including, but not limited to, firearms and knives, on V2 Ventures premises, including parking lots, or when conducting business for V2 Ventures.

Financial Statement Integrity and Company Records

Integrity of Financial Records
To comply with laws and regulations, V2 Ventures must ensure that all financial transactions are properly recorded in accordance with U.S. GAAP (Generally Accepted Accounting Principles). V2 Ventures employees may not enter information into the company’s books or records that is intentionally misleading or hides or disguises an inappropriate transaction. Further, V2 Ventures employees are prohibited from intentionally misleading internal or external auditors regarding V2 Ventures’ financial records, controls, or processes. V2 Ventures finance and accounting personnel have a special fiduciary duty to ensure that finance and accounting practices fully, fairly, and accurately disclose V2 Ventures’ financial results and condition in all material respects. Employees must promptly report any suspected financial or operational misrepresentation or impropriety to the highest financial ranking officer.

Company Resources and Assets

Computers, E-mail, Voicemail, Equipment, and Systems Usage
V2 Ventures may exercise its right to review, audit, intercept, access, and disclose all matters on the Company’s computer, email, voicemail, systems, and other V2 Ventures equipment at any time, with or without notice to you. Any such access may occur during or outside of normal working hours. Your use of passwords or codes does not restrict the company’s right to access any files, communications, or data. You should not expect privacy while using any V2 Ventures equipment, and if you use company equipment to publish or spread content that V2 Ventures deems inappropriate or unacceptable, you may be subject to disciplinary action, up to and including termination.

Any file, communication, or data stored on the Company’s equipment is considered the sole property of V2 Ventures. V2 Ventures is not liable for any personal files or data and is not required to retrieve or return any such material stored on V2 Ventures equipment at any time or for any reason.

You should not access files or retrieve stored communications other than your own unless authorized by a member of the V2 Ventures executive team. You should also ensure that all email communications regarding company business are sent from a V2 Ventures-provided email address. Personal email addresses cannot be used for company business purposes.

Proprietary Information
When you joined V2 Ventures, you signed a Proprietary Information Agreement that listed in detail your obligations regarding the company’s confidential information; this is because we want to make sure that confidential V2 Ventures material stays that way. While this policy is not meant to change that agreement, it is intended to help you in making appropriate decisions when handling confidential information.

Disclosures. At times, a project or negotiation may require you to disclose confidential information to another party. Disclosure of this information should be on a “need to know” basis and only under a non-disclosure agreement approved by the Legal Department. Be sure to conduct the appropriate due diligence and have the appropriate agreement in place before you disclose the information.

Family Members. Some of us will find ourselves having family or other personal relationships with people employed by our competitors or business partners. As in most cases, common sense applies. Don’t tell your family members or significant others any confidential V2 Ventures information, and don’t solicit confidential information from them about their company.

Business Partners. Just as you are careful not to disclose V2 Ventures’ confidential information, it is equally important not to disclose any confidential information from our partners. Don’t accept confidential information from other companies without first having all parties sign an appropriate non-disclosure agreement approved by the Legal Department. Even after the agreement is signed, try only to accept as much information as you need to accomplish your business objectives.

Former Employers. If an opportunity arises to take advantage of a competitor’s or former employer’s confidential information, don’t do it. Should you happen to come into possession of a competitor’s confidential information, contact the Legal Department immediately.

There are, of course, “gray areas” in which you will need to apply your best judgment in making sure you don’t inappropriately receive or disclose any confidential information. If you’re in a gray area, be cautious in what advice or insight you provide or, better yet, ask for guidance from the Legal Department.

Conflicts of Interest and Personal Integrity

Outside Employment
As a full-time employee, you may not engage in any outside employment or business which could hinder or impair the performance of your duties or be incompatible with your employment at V2 Ventures. Outside work will be regarded as secondary to V2 Ventures employment and must not interfere with your availability for after-hours duty. As an employee of V2 Ventures, you may not work for any business or company that is a past, current, or prospective client or business partner of V2 Ventures or any of its subsidiaries.

Fraud and Theft
V2 Ventures does not tolerate fraud or theft of any kind and will investigate and prosecute offenders. Fraud is intentional deception or illegal, unethical, dishonest, or unfair conduct that could result in gain, profit, or advantage to an employee, or harm or loss to another person or entity. This includes the theft and improper use of proprietary or confidential information of V2 Ventures, its clients, business partners, and any other person or entity.

All employees of V2 Ventures are required to report suspected fraudulent acts or theft within V2 Ventures. To make a report, contact any of the Compliance Resources. All such reports will be investigated promptly, and appropriate corrective action will be taken.

No employee who makes good faith reports of suspected fraud or theft will be subject to reprisal or damage to their reputation, employment, or career with V2 Ventures.

V2 Ventures prohibits anyone acting on its behalf from making or receiving improper payments, either directly or indirectly.

“Improper payments” means receiving or paying bribes or giving, offering, or promising to give money or anything else of value to any person in order to improperly influence any act or decision of a person, or to otherwise gain an improper benefit for the Company.

Be careful when you give gifts and pay for meals, entertainment, or other business courtesies on behalf of V2 Ventures. We want to avoid the possibility that the gift, entertainment, or other business courtesy could be perceived as an improper payment, so it’s always best to provide such business courtesies infrequently and, when we do, to keep their value moderate.

Offering gifts, entertainment, or other business courtesies that could be perceived as improper payments becomes especially problematic if you’re dealing with a government official. “Government officials” include any government employee; candidate for public office; or employee of government-owned or -controlled companies, public international organizations, or political parties. Several laws around the world, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, specifically prohibit offering or giving anything of value to government officials to influence official action or to secure an improper advantage. This not only includes traditional gifts, but also things like meals, travel, political or charitable contributions, and job offers for government officials’ relatives. Never give gifts to thank government officials for doing their jobs.

V2 Ventures prohibits nepotism and considers it a major conflict of interest in the workplace.

Nepotism and conflict of interest exists where an individual has authority (or practical power) in any of the following circumstances: hiring, bonuses, compensation, approval of expenses, recommending someone for employment, promoting, assignments, assigning tasks or work, purchasing from or recommending purchasing from, removing or disciplining, auditing, performance evaluating, or awarding quotes or bids.

This policy is not intended to discourage otherwise qualified individuals who are friends or relatives from working for V2 Ventures if there is no conflict of interest. The hiring process will not change for family members and the involved employee will not be involved in the process outside of the initial introduction. Family members will not receive a referral bonus for other family members.

Employees who marry or become members of the same household may continue employment if:

  • there is not a direct or indirect supervisor/subordinate relationship

  • there is not a potential for creating an adverse impact on work performance

  • there is no control over each other’s pay, bonus, or promotion

  • no actual or apparent conflict of interest exists

If one of the conditions outlined above occurs, attempts will be made to find a suitable position within V2 Ventures to which one of the employees will transfer. If accommodations of this nature are not feasible, the employees will be permitted to determine which of them will resign. If the employees cannot decide, V2 Ventures will decide in its sole discretion, which of the involved parties will remain employed. This policy will also be considered when assigning, transferring, or promoting an employee.

Dealing with Others

Social Media
At V2 Ventures, we understand that social media is a part of our daily lives and many of our jobs. The following guidelines are intended to help you make responsible decisions when using social media. By “social media”, we mean communicating or posting information online, including but not limited to blogs, journals, a personal website, and social networking sites such as Facebook or Twitter.

Please remember that if your conduct adversely affects your job performance, the performance of fellow associates, or otherwise adversely affects advertisers, publishers, vendors, suppliers, and other key stakeholders, such conduct may result in disciplinary action up to and including termination.

  • Be honest and accurate in the views you express. If you make a mistake, correct it quickly, and be open about any corrections to previous posts.

  • If you are not authorized to speak on behalf of V2 Ventures, make it clear that you are speaking for yourself if you are discussing matters related to V2 Ventures.

  • V2 Ventures does not require its employees to disclose social media passwords or to connect to clients or anyone within the V2 Ventures, including your manager.

  • Respect the company’s confidential and proprietary information. Do not disclose any confidential or proprietary information, such as trade secrets, information regarding development of systems, products, technology, internal reports, policies, or other confidential communications. If in doubt as to whether something is confidential, ask your manager.

  • Do not use your V2 Ventures email address to register on social networks, blogs, or other online tools that will be primarily for your personal use.

  • Be respectful of others. If you have a work-related complaint or dispute, you can always contact any member of the Compliance Team to help in resolving the issue. But if you choose to voice your complaints or criticism, avoid using inappropriate statements, photographs, video, or audio, such as posting offensive content that is intended to harm another person’s reputation or that could contribute to a hostile work environment.

Remember, no guideline can replace good judgment and common sense. Assume that everything you say and do online is not anonymous and cannot be erased.

Anti-Trust/Dealing with Competitors
It is V2 Ventures’ policy to comply with antitrust laws in every country where V2 Ventures does business. Antitrust laws are intended to protect open and fair business practices among companies within the same or similar industries, such as preventing the formation of monopolies. Generally, these laws prohibit agreements that restrict fair trade, and prohibit activities such as, but not limited to, price fixing, bribery, kickbacks, stealing of trade secrets, boycotting suppliers or customers, and undue limitations on customers or distributors to operate independently. Any employee who is contacted by a company that operates within the same or similar business lines as V2 Ventures about any of the foregoing topics must decline to engage in communication regarding such and immediately report what happened to the Legal Department.

All V2 Ventures employees are required to comply with antitrust laws. Violations of these laws are serious and may result in severe penalties for individuals involved (such as fines and imprisonment) and fines against V2 Ventures and forced sales of parts of businesses.

You should direct any questions about antitrust law or implications of such with respect to a potential or proposed course of action to the Legal Department.

Managing and Raising Issues

Duties of Managers and Supervisors
Managers will discuss with all supervised employees the compliance policies and legal requirements applicable to their function. In addition, managers must inform all supervised personnel that strict compliance with these policies and procedures is a condition of employment and that V2 Ventures may take disciplinary action up to and including termination for violations of this Code of Conduct. Managers will be sanctioned for failing to adequately instruct their subordinates for failing to detect non-compliance with applicable policies and legal requirements, where reasonable diligence on the part of the manager would have led to the discovery of any problems or violations.

In the event of a violation of the policies of V2 Ventures or in the event that other performance issues arise, the manager or director must approach corrective measures in an objective manner. If an employee’s performance of an assigned task is the issue, the manager or director should generally look to see that proper instructions, appropriate training have been given and that the employee is aware of the job expectations. Not only single incidents, but also patterns of poor performance, should be of concern as these are indicative of overall performance. If misconduct is the issue, the manager or director should take steps to make sure that the employee has been made aware of the company’s policies and regulations regarding the infraction. If in either case appropriate instruction or information was not communicated, a plan for such communication should be immediately developed and reviewed with the employee.

Raising Concerns / Open Door / No Retaliation
V2 Ventures has an “open door” policy, meaning that every V2 Ventures employee should feel comfortable dealing directly with his or her supervisor and other members of management regarding any employment-related issue, or to resolve misunderstandings or conflicts, without fear of harassment or retaliation.

If you suspect a violation of law, the Code of Conduct, or other V2 Ventures policy, it is your responsibility to report the violation. All personnel will be treated with dignity and respect and will not be subject to retaliation, threats, or harassment for raising concerns or reporting violations.

Violations of the Code of Conduct
Any employee found to be in violation of the Code of Conduct will be subject to the Disciplinary Guidelines Policy.