Last updated: April 1, 2019

1. Introduction

This Code of Business Conduct and Ethics (the “Code of Conduct”) summarizes the ethical standards and key policies that guide the business conduct of the directors, officers and employees of Indexboard and its subsidiaries, affiliates and related entities (the “Company”).

The purpose of this Code of Conduct is to promote ethical conduct and deter wrongdoing. The policies outlined in this Code of Conduct are designed to ensure that the Company’s employees, including its officers (collectively referred to herein as “employees”), and members of its board of directors (“directors”) act in accordance with not only the letter but also the spirit of the laws and regulations that apply to the Company’s business. In addition to being bound by all other provisions of this Code of Conduct, the CEO and senior financial officers are subject to the Code of Ethics for CEO and Senior Financial Officers included in this Code of Conduct. The Company expects its employees and directors to exercise good judgment to uphold these standards in their day-to-day activities and to comply with all applicable policies and procedures in the course of their relationship with the Company.

Employees and directors are expected to read the policies set forth, in this Code of Conduct and ensure that they understand and comply with them. All employees and directors are required to abide by the Code of Conduct. Employees are expected to circulate applicable policies and best practices to the Company’s agents and representatives, including consultants to ensure that they too conduct themselves appropriately when doing business on the Company’s behalf.

The Code of Conduct does not cover every issue that may arise, but it provides general guidelines for exercising good judgment. Any questions about the Code of Conduct or the appropriate course of conduct in a particular situation should be directed to the Company’s Chief Executive Officer or his or her designee, as appropriate. Any violations of laws, rules, regulations or this Code of Conduct should be reported immediately, as described in this Code of Conduct. The Company will not allow retaliation against an employee or director for such a report made in good faith. Employees and directors who violate this Code of Conduct may be subject to disciplinary action up to and including termination of employment.

2. Standards of Conduct

The Company expects all employees and directors to act with the highest standards of honesty and ethical conduct. The Company considers honest conduct to be conduct that is free from fraud or deception and is characterized by integrity. The Company considers ethical conduct to be conduct conforming to accepted professional standards of conduct. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, as discussed below.

3. Compliance with Laws, Rules and Regulations

Employees and directors must comply, both in letter and spirit, with all laws, rules and regulations applicable to the Company and its business, as well as applicable Company policies and procedures.

Each employee and director must acquire appropriate knowledge of the legal requirements relating to his or her duties sufficient to enable him or her to recognize potential problems and to know when to seek advice from the Company’s Chief Executive Officer or his or her designee as described in this Code of Conduct. Violations of laws, rules and regulations may subject the violator to individual criminal or civil liability, as well as to discipline in accordance with local law. Any questions as to the applicability of any law, rule or regulation may be directed to the Company’s Chief Executive Officer or his or her designee.

4. Insider Trading

Buying or selling stock, or telling others to buy or sell stock, on the basis of material, non-public information is called “insider trading” and is illegal. No employee or director in possession of material, non-public information may trade the Company’s securities (or advise others to trade) from the time they obtain such information until after adequate public disclosure of the information has been made. Anyone -- including employees and directors -- who knowingly trades securities while in possession of material, non-public information or who tips information to others will be subject to appropriate disciplinary action up to and including termination. Insider trading is also a crime.

Employees and directors also may not trade in the shares of other companies about which they learn material, non-public information through the course of their employment or service with the Company, nor may advise others to trade based on such non-public information. Any questions as to whether information is material or has been adequately disclosed should be directed to the Company’s Chief Executive Officer or his or her designee.

5. Conflicts of Interest

A “conflict of interest” occurs when a person’s private interest interferes in any way – or even appears to interfere – with the best interests of the Company as a whole. A conflict situation can arise when an employee or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee or director, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company. Loans to, or guarantees of obligations of, such persons are of special concern.

It is not possible to identify every potential conflict of interest, but the following are some representative examples of potential conflicts of interest:

  • Holding a significant finical investment in an entity that does business or seeks to do business with the Company;
  • Taking for your personal advantage or benefit corporate opportunities discovered in the course of your employment or presented to you as a result of your position with Company;
  • Conducting Company business with related parties, such as a family member or person sharing your household, or directing business to entities owned or managed by related parties or close friends;
  • Performing any outside work related to the Company’s business activities or the work you perform for Company (whether paid or unpaid);
  • Giving or receiving gifts or hospitality from any outside entity that does business or seeks to do business with the Company (other than infrequent and moderate business meals/entertainment or token or non-cash gifts);

Conflicts of interest are prohibited as a matter of Company policy. The mere existence of a relationship with outside firms, however, is not automatically prohibited. Nonetheless, conflicts of interest may not always be clear, so if a question arises, the Company’s Chief Executive Officer or his or her designee should be consulted.

In certain exceptional circumstances, a situation involving a conflict of interest may be permitted.

Any employee or director, who becomes aware of a conflict or a potential conflict, should report it immediately to the Company’s Chief Executive Officer or his or her designee.

6. Corporate Opportunities

Employees and directors are prohibited from:

  • Personally taking for themselves, or their family members, opportunities that are discovered through the use of corporate property, information or position;
  • Using corporate property, information or position for personal gain or for the gain of their family members;

Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so in a legal and ethical manner arises.

7. Fair Dealing

The Company seeks to excel while operating fairly and honestly, never through unethical or illegal business practices. Each employee and director must endeavor to deal fairly with the Company’s customers, suppliers, competitors, third parties and employees. No employee or director may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practices.

8. Antitrust and Fair Competition Laws

The Company complies with all competition and anti-trust laws that protect and support fair and free competition and that prohibit agreements which unreasonably limit competition.

We comply with the spirit and letter of the laws by not agreeing with our competitors to fix prices or other terms, allocate territories or allocate customers (or by discussing such proposed activities). We don’t make any agreements with our competitors on whether we will or will not bid on contracts. We also don’t disclose our offered prices to our competitors.

9. Customer Relationships

Employees must act in a manner that creates value for the Company’s customers and helps to build a relationship based upon trust. The Company and its employees have built up significant goodwill in the course of developing customer relationships. This goodwill is one of our most important assets, and Company employees must act to preserve and enhance the Company’s reputation.

10. Supplier Relationships

The Company’s suppliers make significant contributions to the Company’s success. To create an environment where the Company’s suppliers have an incentive to work with the Company, suppliers must be confident that they will be treated lawfully and in an ethical manner. The Company’s policy is to purchase supplies based on need, quality, service, price and terms and conditions. In selecting suppliers, the Company does not unlawfully discriminate and will treat all potential suppliers with respect and dignity, which in turn demand compliance with all applicable laws and procedures related to supplier relationships.

11. Export Controls

The Company requires compliance with laws and regulations governing export controls in both the United States and in the countries where the Company conducts its business, as well as import and other trade compliance laws.

12. Gifts and Entertainment

Appropriate business gifts and entertainment are designed to build goodwill and sound working relationships among business partners. No gift or entertainment should be given or accepted by any Company employee, director, family member of an employee, director or agent unless it:

(1) is not a cash gift, (2) is consistent with customary business practices and both the Company’s and the applicable recipient or donor company policies, (3) is of reasonable value, (4) cannot be construed as a bribe or payoff, (5) does not violate any laws or regulations (e.g., Foreign Corrupt Practices Act, or any other local laws) and (6) is not one of a series of small gifts or entertainments that can be construed as a larger, expensive gift or entertainment expense. Any questions about whether any gifts or proposed gifts are appropriate or require preapproval should be directed to the Company’s Chief Executive Officer or his or her designee.

13. Political Contributions

It is the Company’s policy to comply fully with all local, state, federal, foreign and other applicable laws, rules and regulations regarding political contributions. The Company’s funds or assets must not be used for, or be contributed to, political campaigns or political practices under any circumstances without the prior written approval of the Company’s Chief Executive Officer or his or her designee.

14. Anti-Money Laundering Compliance

Money laundering is concealment by criminals of the true origin and ownership of money obtained from their criminal activities by passing them through legitimate businesses. If successful, it allows them to maintain control over such money and ultimately to provide a legitimate cover for it.

The Company is committed to conducting business only with reputable clients and third parties engaged in legitimate business activities with funds derived from legitimate sources.

15. Protection and Proper Use of Company Assets

Theft, carelessness and waste have a direct impact on the Company’s profitability and are prohibited. Employees and directors should protect the Company’s assets and ensure their efficient use. All Company assets should be used for legitimate business purposes.

16. Use of Company Funds

The Company expects you to safeguard our financial resources and use company funds prudently. Always avoid waste and ensure that the Company gets proper value for any services or products it purchases.

17. Procurement Procedures

Engage in business transactions and expenditures only with proper authority and with an appropriate, written legal arrangement in place.

18. Business Expenses

You may only incur and seek reimbursement for your own legitimate business expenses and with proper supporting documentation.

19. Use of Computers and Other Equipment

The Company strives to furnish employees with the equipment necessary to efficiently and effectively perform their jobs. Employees must care for that equipment and use it responsibly and only for Company business purposes. If employees use Company equipment at their home or off site, precautions must be taken to protect such Company equipment from theft or damage. Employees must immediately return all Company equipment when their employment relationship with the Company ends. While computers and other electronic devices are made accessible to employees to assist them with performing their jobs and to promote Company interests, all such computers and electronic devices, whether used entirely or partially on the Company’s premises or with the aid of the Company’s equipment or resources, must remain fully accessible to the Company and will remain the sole and exclusive property of the Company.

Employees should not maintain any expectation of privacy with respect to any electronic information stored on Company equipment or electronic communications made using Company equipment.

20. Use of Software

All software used by employees and directors to conduct Company business must be appropriately licensed. Employees and directors should never make or use illegal or unauthorized copies of any software, whether in the office, at home, or on the road, since doing so may constitute copyright infringement and may expose the employee, director and the Company to potential civil and criminal liability.

21. Use of Electronic Communications

Employees and directors must use electronic communication devices in a legal, ethical, and appropriate manner. Electronic communications devices include computers, e-mail, connections to the Internet, intranet and extranet and any other public or private networks accessed from Company owned devices or personal devices accessing corporate resources, voice mail, video conferencing, facsimiles, telephones or any other future types of electronic communication. Employees and directors should not post or discuss confidential information concerning Company products or business on the Internet without the prior written consent of the Chief Executive Officer or his or her designee. It is not possible to identify every standard and rule applicable to the use of electronic communications devices. Employees and directors are therefore encouraged to use sound judgment whenever using any feature of the Company’s communications systems.

22. Confidentiality

Employees and directors should maintain the confidentiality of information entrusted to them by their employer, the Company or its affiliates, customers, partners, distributors, suppliers, third parties and other employees except when disclosure is specifically authorized by the Company’s Chief Executive Officer or his or her designee or required by applicable law.

Confidential information includes non-public information that might be of use to competitors, or harmful to the Company or its affiliates, customers, partners, distributors and suppliers if disclosed. Any questions about whether information is confidential should be directed to the Company’s Chief Executive Officer or his or her designee.

23. Protection of Personal Data

The Company is committed to protecting the security and privacy of the data people entrust to us. This includes the data provided by the Company’s employees, as well as information the Company receives from its customers, suppliers and other third parties with whom it does business.

Each of us shares a responsibility to protect the privacy and security of any personal information collected, stored, processed, transmitted, shared or disposed by the Company, and to do so in accordance with all applicable data protection and privacy laws and regulations.

Employees should take appropriate precautions to safeguard the privacy of the Company’s confidential information and personal information, as well as all such material with which the Company has been entrusted.

24. Recordkeeping

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the transactions and matters to which they relate and must conform both to applicable legal requirements. All assets of the Company must be carefully and properly accounted for. All time and expense/cost records and reports must be accurate. The making of false or misleading records or documentation is strictly prohibited. Unrecorded funds or assets should not be maintained.

Employees must comply with all laws and regulations regarding the preservation of records.

25. Records on Legal Hold

A legal hold suspends the Company’s document destruction in order to preserve appropriate records under special circumstances, such as litigation or government investigations. Employees and directors must not destroy, alter or modify records or supporting documents that have been placed under a legal hold under any circumstances.

26. Disclosure

The information in the Company’s public communications must be full, fair, accurate, timely and understandable.

27. Diversity and Inclusion

The Company promotes and supports a diverse workforce at all levels of the Company. It is the Company’s belief that creating a work environment that enables it to attract, retain, and fully engage diverse talents leads to enhanced innovation and creativity in its products and services. As a result, the Company is an equal opportunity employer and bases its decisions on merit, experience, and potential ensuring opportunities for all qualified individuals without regard to race, color, creed, religion, sex, national origin, ancestry, age, physical or mental disability, sexual orientation, gender identity or expression, marital status, pregnancy, childbirth or related individual conditions, medical conditions, military or veteran status, genetic information or any other characteristic protected by applicable law.

28. Discrimination and Harassment

The diversity of the Company’s employees is a tremendous asset. The Company is firmly committed to ensuring mutual respect and dignity in all aspects of employment and will not tolerate unlawful discrimination or harassment of any kind. Examples include derogatory comments or adverse employment actions based on race, color, creed, age, sex, gender, gender expression, gender identity, religion, religious creed, national origin, ancestry, marital status, family status, political belief, sexual orientation, physical or mental disability, and medical condition. All employees are responsible for understanding all applicable discrimination and harassment laws. Employees should always use common sense and respect for others.

29. Health and Safety

The Company strives to provide each employee with a safe and healthy work environment. Each employee has a responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees shall report to work in a condition appropriate to perform their duties, free from the influence of illegal drugs or alcohol. The use or possession of illegal drugs in the workplace will not be tolerated.

30. Human Rights

The Company supports the United Nations Global Compact and the protection of internationally proclaimed human rights and labor standards. It applies to all workers including temporary, migrant, student, contract, direct employees and any other type of worker. To that end, the Company ensures the following labor standards: 1) strictly prohibiting human trafficking; 2) ensuring all employment or services are freely chosen; 3) strictly prohibiting child labor; 4) ensuring workweeks are not excessive and in compliance with local law; 5) compensation is paid in accordance with local law; 6) ensuring there is no harsh or inhumane treatment of its workers; 7) ensuring a workforce free of harassment and un-lawful discrimination; 8) in conformance with local law, all workers shall be provided freedom of association.

31. Compliance Standards and Procedures

No code of conduct and ethics can replace the thoughtful and prudent behavior of an ethical employee or director or provide definitive answers to all questions. Employees and directors are encouraged to and may always seek guidance from and direct questions to supervisors, managers or other appropriate personnel when in doubt about the best course of action to take in a particular situation.

In order to foster an ethical environment and maintain our commitment to compliance with our Code and the law, we encourage all employees to speak up, ask questions, and raise concerns promptly about any situation that may violate our Code of Conduct.

Nothing in the Code should be read to prohibit an employee from exercising any lawful right to report concerns, make lawful disclosures, or communicate with any governmental authority about conduct believed to violate laws or regulations.

Any employees involved in retaliation will be subject to serious disciplinary action by their local employer in accordance with applicable law.

Employees and directors, who violate the laws or regulations governing this Code of Conduct, may be subject to disciplinary action, up to and including termination, consistent with applicable law. Employees and directors who have knowledge of a violation and fail to move promptly to report or correct it, or who direct or approve violations, may also be subject to disciplinary action, up to and including termination, consistent with applicable law.

32. General Compliance Guidelines

Employees and directors must all work to ensure the policies and procedures of this Code of Conduct are upheld.