1. POLICIES

COVERAGE

This Code of Conduct ("Code") applies to all employees, officers and directors of Arrelic (sometimes referred to herein as the "Company") and, for employees and officers, should be read in conjunction with the policies contained in the Company's employee guide.

QUALITY

You should approach all job tasks with a commitment to high quality results. You are encouraged to conduct yourself in a manner that leads to a high quality work environment, including open, positive and productive relation with the co-workers, visitors and business contacts.

BUSINESS CONDUCT

You should treat individuals fairly and display good judgment and high ethical standards in your business dealings. You must conduct all your business affairs with honesty, fairness and integrity. Each employee, officers and directors should endeavor to deal fairly with the Company's employees and business contacts. 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.

You should treat all business contacts with dignity and respect. The Company does not permit and will not tolerate any conduct that creates an intimidating or offensive work environment. If you believe that you have been subject to conduct that is in violation of this Code, report it immediately. All complaints will be investigated promptly and without retaliation.

COMPLIANCE WITH THE LAW

You are required to obey all governmental laws, rules and regulations applicable to your conduct of the Company's business. In this regard, it is your responsibility to become familiar with the rules, regulations and laws that may apply to your business dealings. Merely complying with the law, however, should not comprise the limits of your ethical behavior. Rather, this requirement is the minimum, essential part of your ethical responsibility.

CONFLICTS OF INTEREST

Employees are expected to make or participate in business decisions and actions in the course of their employment with Arrelic based on the best interest of the Company, and not based on personal relationships or benefits.

Employees are expected to apply sound judgment to avoid conflicts of interest that could negatively affect Arrelic and its business, including any action that could be perceived as a conflict of interest.

Members of our Board of Directors have a particular responsibility in this regard as our directors are prominent individuals with substantial other responsibilities. To avoid conflicts of interest, directors are expected to disclose to the fellow directors about any personal interest they may have in a transaction upon which the Board of Directors passes and to refuse themselves from participating in any decision in which there is a conflict between their personal interests and the interests of the Company.

Since, it is not possible to list all conflicts of interest; our employees, officers and directors must be ever vigilant about the conflicts of interest. Ultimately, it is the responsibility of each individual to avoid any situation that presents a conflict of interest. Employees are expected to discuss all conflicts of interest - actual, potential and perceived - with the VP – Talent Management or Manager – Ethics & Business Conduct.

CONFIDENTIAL INFORMATION

Do not use any confidential information of the company for your own personal gain. You cannot disclose confidential information about the Company to any unauthorized person.

All information concerning Arrelic's development efforts, financial condition and results, and other activities must remain confidential until such information is fully and properly disclosed to the public.

In general, confidential information includes industry or trade secrets, technical procedures and policies, financial and business information concerning equipment, new developments, future plans, daily policy and procedural matters, litigations, human resource data, financial results or projected results, earnings, and other matters.

This information may be in the form of letters, drawings, plans, notes, memos, records, computer printouts, and it may or may not be marked "confidential." Confidential information is not always in writing, and may instead be heard in a meeting, passed on in a conversation or overheard while being discussed by other employees. Confidential information concerns past, present and future research, operations, plans or projections.

Every employee has an individual responsibility to safeguard confidential information that he or she has obtained in connection with his or her employment. You must not use confidential information in a way that is not related to the Company's business activities during or after your employment. Confidential information should be disclosed only to those who have a "need to know" such information in the performance of job assignments and responsibilities. Confidential information may not be given to any person who is not authorized to possess such information, including, your spouse, your family members, competitors, suppliers, contractors, other employees or other business contacts.

When an employee's service with Arrelic has ended, all documents and/or records in his or her possession that contain confidential information must be returned to the Company. The obligation to safeguard confidential information, however, continues even after you have returned such documents or records. Any confidential information learned while working for Arrelic remains confidential until properly disclosed and is the property of Arrelic.

CORPORATE OPPORTUNITIES

Do not take advantage of corporate opportunities for your own personal gain. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Thus, all employees, officers and directors are prohibited from: (i) taking opportunities personally that are discovered 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.

ETHICAL OBLIGATIONS REGARDING PUBLIC COMMUNICATIONS

It is of critical importance that the Arrelic's filings with government authorities be accurate and timely. Depending upon your position with the Company, you may be called upon to provide information to assure that the Company's reports are accurate, complete, fair and understandable.

Arrelic expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate information related to the Company's legal disclosure requirement.

All of our employees and directors must strive to adhere to these principles and to cultivate a culture throughout the Company that promotes fair and timely reporting to government and other authorities.

In this regard, our employees, officers and directors are expected:

• to act with honesty and integrity, and avoid actual or apparent conflicts of interest in personal and professional relationships;
• to provide constituents with information that is accurate, complete, objective, relevant, timely and understandable in order to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or furnishes to government agencies and in other public communications;
• to comply with all rules and regulations of government and other private and public regulatory agencies, as the same may be applicable for the conduct of the Company's business and operations;
• to act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing his or her independent judgment to be subordinated;
• to respect the confidentiality of information acquired in the course of his or her work, except when authorized or otherwise legally obligated to disclose such information. Confidential information acquired in the course of his or her work should not be used for personal advantage;
• to share knowledge and maintain skills important and relevant to his or her constituents' needs;
• to proactively promote ethical behavior among peers in his or her work environment;
• to achieve responsible use of and control over all assets and resources of the Company employed by or entrusted with him or her;
• to promptly report any conduct that the individual believes to be a violation of law or business ethics or of any provision of this Code, including any transaction or relationship that reasonably could be expected to give rise to a conflict of interest, and any concern regarding the Company's accounting, auditing, or internal accounting controls and disclosure procedures.

COVERING UP MISTAKES;
FALSIFYING RECORDS

Mistakes should never be covered up and be immediately fully disclosed and corrected. Falsification of any Arrelic client or third party record is prohibited.

COMPANY RESOURCES AND PROPERTY

You are required to use Company resources and property for business purposes. All employees, officers and directors should seek to protect the Company's assets and ensure their efficient use. This includes safeguarding all physical equipment, property and records, as well as all passwords and identification codes to prevent unauthorized access to the Company's computerized data. Theft, carelessness and waste have a direct impact on the Company's ability to succeed. Company resources, including, but not limited to, cash, personnel, equipment and supplies, should be used for legitimate Company’s business purposes. We provide employees with the use of Company-owned computer equipment in order to give our employees the tools necessary to effectively perform their job. Although reasonable personal use of these resources is permitted, such use should not be private and may be reviewed and accessed by the Company. Furthermore, you are expected, when using such resources, to conduct yourself professionally and to comply with all of the terms and provisions of this Code. Additionally, voice and e-mail messages can be permanently recorded, forwarded or reproduced in hard copy. Accordingly, employees must exercise caution and discretion when leaving voice messages and sending e-mails because messages conveyed by these means may survive indefinitely.

GIFTS

Other than modest gifts given or received in the normal course of business (e.g., meals, beverages, shirts, hats and similar items), neither you nor your relatives may give gifts to, or receive gifts from, entities with which Arrelic transacts business.

If you propose to give or receive a gift that is not modest, you may do so only with prior approval of your supervisor. In no event should you put Arrelic or yourself in a position that would be embarrassing if the gift was disclosed to the public. If you have any questions about whether a gift is modest, you should contact your manager.

Speaking at events or seminars, when it is determined to be in the Company's best interests, is considered part of certain employees' normal job responsibilities. Because employees will be compensated by Arrelic for most or all of their time spent preparing for, attending and delivering presentations approved by management, you should not request or negotiate a fee from the organization that requested or sponsored the presentation unless you first receive express authorization from your manager.

Dealing with government employees is often different than dealing with private sector employees. Many governmental bodies strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment. Because rules regarding gifts and gratuities vary from jurisdiction to jurisdiction and from agency to agency, you should not offer a gift of any type to any public official unless you have determined beforehand that such a gift is appropriate and legal. It is your responsibility to be aware of and strictly follow these regulations and prohibitions.

Even if a gift is permitted by law and this Code, such gift should not compromise, or even appear to compromise, the official's integrity, and no gift should be given if such action could be construed as an attempt to influence a favorable governmental decision.

PAYMENTS TO GOVERNMENT OFFICIALS

You should not use company’s funds for improper or illegal activities. You are not permitted to make payments to government officials to obtain favorable treatment.

Any person who pays or receives bribes or kickbacks will be immediately terminated and reported, as warranted, to the appropriate authorities. A kickback or bribe includes any item intended to improperly obtain favorable governmental decisions or treatment.

POLITICAL CONTRIBUTIONS

Except with the prior approval of the Board of Directors, no person subject to this Code may contribute Company’s funds or resources to a political party, committee, organization, candidate or for any other political purpose. You may, of course, engage in political activity with your own resources and in your own time.

MEDIA INQUIRIES

You cannot make statements to the public on Company's behalf without express authority from Managing Director. All public statements concerning the Company must come only from authorized individuals. Recognize that, as an employee of the Company, those outside of the Company may view you as "speaking for" the Company even if you are merely stating your own views. In addition, you should consider that statements made in electronic media, such as on internet chat boards, are "public statements," and, unless you are authorized, you should refrain from communicating information about the Company in this manner. Employees should recognize that it is perfectly satisfactory to tell reporters and others that a Company representative will return such person's call with the requested information, rather than trying to respond to inquiries immediately.

COMPETITION LAW

Arrelic must comply with all applicable by fair competition and antitrust laws. These laws are an attempt to ensure that businesses compete fairly and honestly; and prohibit conduct seeking to reduce or restrain competition. If you are uncertain whether a contemplated action raises unfair competition or antitrust issues, please contact your supervisor.

GOVERNMENT REQUESTS

It is the Company's policy to cooperate with requests from government agencies concerning the Company's operations. At the same time, it is typically necessary to consult with the appropriate legal resources before responding to such requests. If you are not responsible for interacting with governmental agencies, you should forward any requests from government agencies to your supervisor and wait for instructions before proceeding. Likewise, you should notify your supervisor if you become aware of any investigation of, or if you are asked to be interviewed about the Company or its operation. In connection with any such investigation, you may not destroy or alter any document in your custody or lie or make misleading statements to the investigators.

USE OF THIRD PARTY INTELLECTUAL PROPERTY

Third party intellectual property may only be utilized by employees authorized to use it in accordance with terms of an Arrelic license agreement. Such third party intellectual property may not be copied without specific authorization, and may only be used to perform assigned responsibilities. Any disclosure, copying, or other unauthorized use or misuse of third party intellectual property may expose the Company and the employees to the civil or criminal penalties, including financial liability, and the employee to disciplinary action for violating this Code.

COMPLIANCE PROCEDURE - THE BOARD OF DIRECTORS

This Code is administered by the Board of Directors. The Board of Directors, with the assistance of the management of the Company and the Human Resources Department, is ultimately responsible for distributing and periodically updating this Code, providing education to employees about their ethical responsibilities, and ensuring that the procedures are in place for reporting violations, monitoring and investigating suspected violations & enforcing this Code.

 

2. EFFECT OF VIOLATIONS

Arrelic will promptly take appropriate action if you engage in conduct that is considered unacceptable. Disciplinary action will be taken against:

• Any person who authorizes, directs, approves or participates in violation of this Code;
• Any person who has deliberately failed to report violation of this Code, who has concealed violation of this Code, or who has deliberately withheld or misstated relevant information concerning to the violation of this Code;
• Any person who retaliates, directly or indirectly, or encourages other to do so, against any other person because of a report by that person of a suspected Code violation;
• Any person who, under the circumstances, should have known about a violation by another person under his or her supervision or who did not act promptly to report and attempt to correct a violation.
• Any person who is determined to have made a false or frivolous report of a suspected violation.

Disciplinary measures that may be invoked include, but are not limited to, counseling, oral or written reprimands, warnings, probation, suspension without pay, demotions, reductions in salary, termination of employment and/or restitution. Furthermore, illegal actions will be dealt with swiftly and violators will be reported to appropriate authorities.

The specific sequence of steps to be followed will be determined jointly by your supervisor and the Human Resources Department. In addition, some circumstances may require the involvement of the senior management team and/or the Board of Directors. Although no two situations are identical, the Company is committed to prompt, fair and consistent enforcement of this Code.

WAIVERS

There shall be no change in any part of this Code, except by a vote of the Board of Directors of the Company. Any waiver of this Code for directors or executive officers must be approved by the Board of Directors.

COMPLIANCE WITH THE CODE

These policies govern your behavior and decisions while you are employed with Arrelic. It is each employee's responsibility to be familiar with these policies and to be sensitive to any situation that could lead you or others to engage in actions that would violate these policies. Claims of ignorance, good intentions or bad advice will not be accepted as excuses for noncompliance. By adhering to this Code you can create and reinforce an ethical atmosphere within the Company and positively influence the conduct of fellow employees.

ADDRESSING CONCERNS OR QUESTIONS

One of the most important responsibilities that each of us has, is the obligation to raise a concern about a possible violation of this Code or the law. It may be difficult for you to raise a concern, but it is important to remember the harm that not raising a concern can cause. The point of raising a concern is not to get a friend in trouble, but to protect a colleague and the Company as a whole from potential harm. Every person subject to this Code must comply with the letter and spirit of this Code and with the policies and procedures of the Company. No matter how insignificant an issue may seem, you should challenge questionable behavior as soon as you see or suspect it is happening. As part of Arrelic’s open door policy, we want you to take questions that concern business conduct and ethics to your supervisor or our Human Resources Department. The overriding idea is to speak up and bring concerns into the open so that any problems can be resolved quickly and serious harm can be avoided. Be assured that any person who reports a suspected violation in good faith will not be subject to retaliation.

GETTING IN TOUCH

If you have any questions or would like further information on Arrelic code of business conduct, please don’t hesitate to contact us.

Manager – Ethics & Business Conduct
or
VP – Talent Management
[email protected]