POLICY OF CONDUCT & PRINCIPLES
The purpose of this policy is to set forth the guidelines, which establish the Policy of Conduct and Principles for the company THADDEA, INC.
The success of THADDEA is based on its principles, which are vital to institute and maintain for the continuing growth of the company. The actions of all our employees represent the image of THADDEA and therefore we are all required to uphold the highest of ethical and professional values. Integrity is the essential element to ethical conduct. For us, having a solid relationship with our suppliers, vendors and customers begins with honesty. Our Policy of Conduct and Principles is structured to assist the employees of THADDEA on understanding what the company requires of them when faced with a possible conflict situation during working hours.
In this Policy of Conduct and Principles, there is a comprehensive outline on conduct and principles though not all issues are discussed. Situations that might result in improper actions, illegal activities, and unethical practices or even appear improper are handled with caution and proper action. The company takes a violation of THADDEA's Policy of Conduct and Principles very seriously and those who violate any part of the policy are disciplined and subject to immediate termination.
It is the responsibility of Upper Level Management and especially those in Officer Positions to lead in accordance with the guidelines set forth within this Policy of Conduct and Principles and to demonstrate them through both actions and words. The Upper Level Management and Officers are also expected to conform to and encourage our?free discussion?policy. These levels of employees are available to anyone with behavioral concerns, questions or other issues. All information discussed involving the outlined circumstances will remain confidential. Employees are encouraged to report their complaint or concern to one of the aforementioned employees and can also contact a member of management in their department. Any discussion involving the circumstances mentioned herein are taken seriously and handled in an expedited manner. These matters are handled professionally and with confidentiality. Furthermore, no employee will have retribution against them for reporting a behavioral concern, question or issue.
The general oversight and interpretation for this Policy of Conduct and Principles is the responsibility of the Officer or member of Upper Level Management.
LAW AND POLICY
Our Company's foundation is based on the ethical standards we practice. These standards derive from obeying the law. Obeying the law helps us govern our ethical standards and assists in how our duties are performed. Our obligation is to provide a work atmosphere that maintains truthfulness, self-respect, honor, respect, conviction and accountability from every employee so our high work environment standards are attained. For our Company to maintain this type of work environment everyone must contribute to the practices we adhere and Management, Officers and Directors must take on the particular role of lead by example?so all of us can aspire to be and do our best.
The sports apparel industry is a very competitive industry that continues to grow. While the industry continues to grow so does our Company. Though at the same time we are conforming with antitrust and competition laws that govern the countries in which we do business. Any engagement of illegal anti-competitive behavior is unaccepted. All customers need to be treated equally and fairly. This helps to avoid illegally advising to customers what prices to charge for products, and discourages from one customer receiving an advantage over the other.
Every country THADDEA does business with has regulations and customs laws and we must conform to them. It is our responsibility to maintain an honest and precise relationship with these countries. To help achieve our endeavor, we will not make any intentional product misrepresentation entries for lower customs?values or misleading terms.
If an employee is participating in a government political practice or campaign then he or she must participate as a private citizen. An individual's political involvement needs to be separate from THADDEA's political involvement in order to comply with the rules and regulations that govern lobbying activities. Any attempt to influence a government official is prohibited. THADDEA will not reimburse employees for political campaigns where their personal time or money was contributed. Furthermore, THADDEA will not permit any employee to work on a campaign during working hours nor use any resources or facilities where THADDEA conducts business.
U.S. Government laws prohibit THADDEA from contributing to any campaigning individual, political party or individual holding a political position at the U.S. federal level. Contributions made to state and local campaigning individuals are governed by laws that vary in each individual state and country. These law regulations are similar for political figures located outside the United States. All employees must observe these regulations.
If there are questions regarding the conduct of political activities then the employee needs to consult with an Officer or a member of Upper Level Management.
In the business environment practices such as transportation, entertainment, providing food or other things of value, are regarded as acceptable. However, when dealing with government agents, these practices could violate local, state, federal or foreign laws. Any item of value should not be provided to a government agent by or through an employee of THADDEA. This action could deem as an attempt of bribery with a government agent. If any employee is uncertain about accepted interactions with government agents then he or she must consult with an Officer or a member of Upper Level Management.
One act that prohibits making payments to sales representatives or consultants through intermediaries, giving money or anything with value to foreign political parties, foreign candidates or foreign government officials is the U.S. Foreign Corrupt Practices Act. The purpose of the act is to protect against influencing a foreign government.
Consult with an Officer or a member of Upper Level Management before providing any form of disbursement or giving anything with value. A result of violating the Foreign Corrupt Practices Act could include civil and criminal punishment for the Company and all other involved parties.
INQUIRIES BY GOVERNMENT
THADDEA will comply with any government inquiries. In the event any employee who logically considers any of THADDEA's operations or practices to be detrimental to a government inquiry needs to inform an Officer or a member of Upper Level Management and present the basis for such belief.
INTEGRITY AND TRUST
Honesty and fairness are standards we must apply. Our customer relationships and good business practices are built on integrity and trust. With a competitive industry, we look for the advantage through hard work, relationships, excellent marketing and customer service. To gain business we will not use unethical or questionable business practices. The business we obtain is because of our Enhanced Tech Apparel and Products (ETAP), the inspirational meaning of the THADDEA name and our ability to service customers. All employees must strive to work respectfully with vendors, customers, other employees and competitors. Taking unjust advantage of any individual by means of exploitation, concealment, mistreatment, falsification or privilege information is prohibited.
When an employee has the opportunity to advance his or her own legitimate interest then he or she should pursue the opportunity. However, the employee must not benefit personally from opportunities discovered through the use of Company property or information or their position with the Company, or compete with the Company in connection with such opportunities. The employee must not use Company property, information or his or her position with the Company for improper personal gain.
THADDEA does not wish to impede or regulate employees?personal conduct or endeavors outside of working hours. Though at all times, employees of THADDEA do have an obligation to be trustworthiness and behave in a manner that best represents the Company. Employees should avoid outside interests, which may possibly conflict with an employees trustworthiness or cause judgment in their decisions toward THADDEA. When an employees personal interests are conflicting with the preeminent interests of THADDEA then a conflict of interest exists. Conduct by an employee, which might impede or damage THADDEA's business or relationships with individuals or customers must be avoided or the result of the employees actions is subject to his or her termination.
THADDEA employees are expected to dedicate themselves fully toward their occupation with the Company. They need to avoid any other external employment or business interests that might hinder the ability or performance of their work responsibilities. This constitutes the action of an employee working for a competitor, supplier, vendor or any other company that is considering or is currently engaged in a business relationship with THADDEA. Conflicts of interest may also exist if an employee's outside employment interferes with the employee's job performance at the Company. All other outside employment or business entities in which an employee is in involved must be divulged to THADDEA. This helps us to assess any potential impact these circumstances may have on THADDEA. Furthermore, if any employee or member of the employees immediate family?has any financial interests in another company that competes or is in engaged in business activities with THADDEA then the employee must divulge this information. In most cases, THADDEA will decline to participate in any business relationship with an individual that has financial interest and/or including employment, unless the nature of the association is divulged prior and the transaction is considered non-conflicting with THADDEA's business activities. THADDEA may consider taking appropriate actions if it is determined there is a potential conflict of interest. These actions could consist of a reassignment, transfer, change of job obligations or termination.
With regard to the above stated policy, if any employee has any knowledge or actual reason to believe there is the possibility a conflict of interest may exist regarding personal interests and the interests of THADDEA then he or she is required to divulge the possible conflict via email or in writing to an Officer or a member of Upper Level Management. If it is determined there is a violation of this policy then disciplinary action may incur with the possibility of termination. However, this policy does not prohibit an employee from engaging in behavior protected by law or laws and regulations pertaining to employee prejudice, occupational safety and health and labor relations.
To avoid any type of complaints of preferential treatment, misunderstandings, potential claims of sexual harassment, unfavorable effect on employee morale or disturbance in the workplace, THADDEA discourages all employees from becoming romantically or sexually involved with another employee. Any employee who is an Officer, Director or holds an Upper Level Management position with THADDEA is strongly advised against engaging into a romantic or sexual relationship with any employee. THADDEA's purpose is not to oversee employee%u2019s personal interactions. However, the company reserves the right to take appropriate corrective actions if the company comes to the conclusion a personal relationship is causing any form of disturbance in the workplace, is creating conflict regarding supervision or presenting safety, security or morale concerns. In addition, employees need to know and understand that THADDEA upholds a firm policy on any form of unlawful harassment or sexual harassment. Any employee violating the policies mentioned in this section will be subject to termination.
REIMBURSEMENT OF BUSINESS EXPENSES
Employees should make sure all business expenses such as business entertainment, travel, lodging, and food expenses are recorded and documented correctly with THADDEA. These expenses must be consistent with the policies and procedures set forth by THADDEA in order to receive reimbursement. Any uncertainty about reimbursement guidelines should be addressed with an Officer or a member of Upper Level Management for verification. Misleading, exaggerated, or falsification of expenses is subject to termination.
Creating goodwill and good business relationships in a commercial environment is a vital part in business, and these endeavors can be made by providing business entertainment and gifts. However, the reason is not to achieve special advantage with clientele or business associates. When an employees actions have unjustifiably influenced an individual, made them feel obligated to reimburse THADDEA or violated their own principles of conduct then a line of unethical behavior has been crossed. It is the responsibility of the employee to behave ethically and use proper judgment when providing any form of entertainment, gifts or gratuities. Depending on the market and country, in most cases it is customary and acceptable to offer business clientele a practical and modest meal and appropriate entertainment. However, it is important to be knowledgeable and recognize a clients or business associates policies regarding receiving a form of gift. If you know an individual is prohibited from receiving a gift then in no way should you offer one. Consult with an Officer or a member of Upper Level Management first if you have any doubt about providing a gift.
THADDEA allows its employees to receive modest forms of entertainment, meals and gratuities that are in connection with business deliberations, as long as such gifts are appropriate and could not be interpreted as an effort to obtain special advantage. However, some THADDEA departments have different restrictive policy guidelines regarding these matters, so employees should consult with a member of Upper Level Management if there are any doubts concerning the policies of a department.
GUIDELINES OF ENTERTAINMENT AND GIFTS
When employees are conducting business on behalf of THADDEA they are to conduct themselves in accordance with the Ethics section set forth herein by THADDEA. Employees should remain respectful and act in a professional manner at all moments. Furthermore, employees are prohibited from providing any expense coverage for alcoholic drinks, legal or illegal drugs, inappropriate adult entertainment or gifts that are not in accordance with THADDEA guidelines. A violation of this policy is cause for termination.
THADDEA does not offer or accept any forms of a gifts, bribes or kickbacks that are of considerable worth. These types of inducements are strictly prohibited and are considered to undermine competition and cause corruption.
Employees are obligated to report suspected unethical conduct to an Officer. These reports remain confidential and consist of but are not limited to, fraudulent or negligent accounting, fabricated financial reporting, conflicts of interest, violations of confidentiality, breaches of anti-trust laws, violations of environmental policies, inappropriate gifts, inducements, unlawful harassment or discrimination.
If you are uncertain about whether your conduct is ethical or if an unethical violation has occurred, you need to address these concerns with an Officer or a member of Upper Level Management. In accordance with the terms of legal and business requirements, THADDEA will keep the identity of an employee who has submitted a report confidential. No individual will be subject to retaliation or discrimination for reporting an alleged act of misconduct.
This policy correlates with THADDEA's Policy of Conduct and Principles and along with the Sarbanes-Oxley Act of 2002 in Sections 301 and 806. THADDEA is dedicated to conducting the highest of achievable standards of moral principles and legal business behavior. In conjunction with this pledge and THADDEA's pledge for open communication, this policies purpose is to provide employees with the opportunity to raise concerns and to reinsure them of their protection from retaliation or persecution for reporting (whistleblowing) in good conscience.
The intention of this policy is to cover serious matters that may possibly have a large effect on THADDEA, such as actions that could cause incorrect financial reporting, are illegal, are not in conjunction with THADDEA's company Policy of Conduct and Principles or that otherwise add up to serious inappropriate behavior.
Managing and overseeing matters concerning the Report Policy is the responsibility of THADDEA, INC Officers.
PROTECTION FOR EMPLOYEE CONCERNS
PROCEDURE FOR ADDRESSING A CONCERN
The intent of the report policy process is to address serious and sensitive concerns. Implications concerning financial matters, unethical or illegal practices need to be reported to an Officer or a member of Upper Level Management. Any concern relating to an employment issue should be reported to an Officer or a member of Upper Level Management. Addressing concerns early will help to make taking action easier.
HANDLING THE COMPLAINT
When a concern is reported then appropriate action is taken. The THADDEA personnel responsible for handling a specific concern will report the complaint and then follow-up on the actions taken to resolve the complaint. A thorough investigation will take place if there is a claim of any illegal conduct.
During scheduled board meetings, any matter that has not been presented that concerns; a complaint in accounting, auditing matters or violations of the Company's Policy of Conduct and Principles by an Officer or Director of THADDEA will be addressed at the board meeting. In addition, a comprehensive summary of other complainants and investigations that do not involve accounting, auditing matters or violations of the Company's Policy of Conduct and Principles by an Officer or Director of THADDEA will be addressed at the board meeting.
If the circumstance arises where the identity of a complainant becomes known, an Officer is appointed and required to monitor any disciplinary action against the complainant to decide whether it could lead THADDEA into anti-retaliation liability. THADDEA members of Upper Level Management and employees shall not demote, release, suspend, make threats, harass or in any way discriminate against any employee based on the terms and conditions of their employment. This is based upon the legal actions of an employee whom is reporting a complaint in good faith concerning THADDEA's accounting and auditing issues or as otherwise specified in Section 806 of the Sarbanes-Oxley Act of 2002.
THADDEA is required to ensure that proper liabilities and transactions are maintained and used properly. These guidelines establish appropriate accounting procedures that accurately reflect the company's books and the records of all corporate assets. THADDEA prohibits any employee from providing false statements, initially omitting or adjusting financial figures or not disclosing documents or communications that are relevant to the company's records. All employees must accurately disclose all of THADDEA's transactions to the company's internal and external auditors, including the company's CPA(s).
THADDEA'S PROTECTION OF COMPANY INFORMATION
It is significant that THADDEA's interests and company information be kept protected and remain confidential. This confidential information would include, but is not limited to; addresses, credit card information, names, telephone numbers, email accounts or any other information that is personal or financially related to customers, vendors or business partners. In addition, information pertaining to the company's business concepts or ideas, involvement of business transactions, materials, operating methods, business plans, marketing and sales programs, financial projections, cost summaries, pricing formulae and any information encompassed in any research, reports, investigations, drawings, designs, plans, proposals, software or computer-generated files are all considered confidential information of THADDEA. By providing confidential information without permission from THADDEA's Legal Counsel is a violation of the Policy of Conduct and Principles and is subject to an employees termination and/or lawsuit against the individual or company.
Information developed by an employee or a third party working with or on behalf of THADDEA is considered confidential company information and is property of THADDEA. Furthermore, all labor, in any capacity done while working for THADDEA, or on THADDEA property, whether tangible or intangible, will be the exclusive property and ownership of THADDEA. All property of intellectual value, dealing with but not limited to current and potential customers, marketing materials, databases, contact lists, business cards, records, reports and all computer programs are part of THADDEA property. Employees of THADDEA are required to keep all information confidential throughout and following their employment with THADDEA. As one of the conditions of being an employee of THADDEA, the employee must agree not to use, or allow the use of any confidential company information in any manner, which could have a direct or indirect adverse effect upon THADDEA, its business, business associates, customers or vendors. As well, employees may not divulge or permit to be divulged any confidential information of THADDEA or anything relating to the information without written permission from THADDEA's Legal Counsel, except for in the proper and needed operation of the employees duties and then only to authorized personnel. However, if an employee of THADDEA has a justifiable business reason for divulging confidential company information to a supplier, consultant or vendor then he or she must make certain that these or any other third parties have entered into a written agreement of confidentiality with THADDEA in which the third party agrees to keep the information confidential for all purposes. If for any reason there is uncertainty pertaining to the existence of such an agreement with a third party, the employee must contact THADDEA's Legal Counsel for instructions before the release of the confidential information is given.
If an employee is terminated or at THADDEA's request, the employee must promptly return all confidential company information and any other property, which belongs to THADDEA, including copies of any materials. Subject matters that are sensitive, including medical information, salary data and performance assessments, shall be discussed only when information is essential to meeting job duties and then only with individuals who the business is intended for or with authorized personnel or if required by law. In addition, a confidentiality agreement may be required to be signed by an employee if he or she has access to any confidential company information or for the sole purpose of protecting THADDEA's intellectual property. A violation of this policy may result in disciplinary action and could lead to the immediate termination of employment. If there is any question regarding a particular issue or the confidentiality of a matter then the employee needs to confer with an Officer or the Legal Counsel.
Employees are obligated and held accountable for taking all sensible steps to protect THADDEA's assets from theft, misuse or loss and to make certain of their effective use. Company assets that need to be protected include but are not limited to; all forms of personal property, trademarks, copyrights, patents, manufacturing concepts, marketing strategies, clothing and artwork designs, published and non published company records and any reports. Any use of the THADDEA's assets must be for justifiable business purposes.
THADDEA wants to have a good communication relationship with the media. This will help to provide an accurate representation of THADDEA. To achieve this, all employees of THADDEA need to work together. All responses to media inquiries and issues need to be professionally conducted with the same manner and effort that is put into THADDEA's marketing. In the event, a media representative contacts an employee; he or she must immediately put the media representative in contact with a THADDEA Officer. All employees, including members of Upper Level Management, should avoid speaking directly with the media. Employees may not respond to inquiries from investors or analysts unless specifically authorized by an Officer of THADDEA. Communications of any form received from investors or analysts should be submitted to an Officer of THADDEA. These forms of communication would also include placing information on message boards, chat rooms, blogs or any other type of internet communication service. All employees are prohibited from using and/or placing any information on any form of internet communication services.
THADDEA has assigned the Officers and Board of Directors to govern the Company Policy of Conduct and Principles. These groups shall take rational procedures to observe the Company Policy of Conduct and Principles and to enforce that this code continues to conform to all applicable rules and policies. Any waiver of this code from an Officer or Director is required for approval by the majority of the Board of Directors and must be disclosed as required by law or regulation. A majority of the Board of Directors must approve any other waiver from an employee, representative, consultant or agent.