Conduct and compliance

STATEMENT OF INTENT

Verdatica is committed to protecting our planet and its flora and fauna, reducing CO2 levels and removing plastic through the use of material innovations.

This will be achieved by becoming the preeminent facilitator of the post-plastic industry. Enabling the resources that mitigate the critical challenges negatively impacting our planet.

Code of Conduct Principles

The following principles support Verdatica’s business strategies and our commitment to respect and consider the rights of every living thing on our planet.
Any entity or individual acting on behalf of, or working with Verdatica will be guided by these principles as we work with all interested parties with whom we do business:

ACCOUNTABILITY: We are each accountable, as an individual and as a team member, for the sustainability of Verdatica’s success. Personal accountability for the delivery of the quality of work to our clients and interested parties with whom we do business; will drive Verdatica’s success now and in the future.

COLLABORATION: We are a global organization. We believe in the principles of partnership and mutual support across the world to protect our planet and reparation and good name of Verdatica.

COMMITMENT: We will conduct ourselves in a way that reflects the principles laid out above to our clients and interested parties. Verdatica leaders will lead by example so that all Verdatica employees understand that Verdatica’s principles and commitment to excellence and be world leaders are supported by management.

EFFICIENCY: By balancing the value of efficiency with our other values, we maintain and improve our position as the bio-degradable agri-waste material experts of choice, worldwide.

EMPOWERMENT: We will support our employees and interested parties to realize their full potential with Verdatica.

INTEGRITY: We will apply our values and ethical principles to our actions and our relationships. By focusing on our reputation and future success, we will uphold our duty to serve the best interests of Verdatica our clients and interested parties.

RESPECT: By placing the highest value on our planet and human life we will emphasize the environment, health, safety, security, and people’s freedom from discrimination or harassment of any type whatsoever. We will support diversity and respect the customs and laws of the many countries we operate in.

CUSTOMER SERVICE: Customer service includes a commitment to excellence combined with entrepreneurial, innovative, and customer-oriented behaviour.

COMMUNITY SERVICE: Community service includes encouraging our people and interested parties to contribute to the Verdatica Foundation, to their local communities and to the wider world community.

TRANSPARENCY: We understand that effective governance of Verdatica requires timely and accurate communication of information, especially timely and accurate communication to Verdatica’s management. Verdatica employees and interested parties will support transparency by providing all appropriate information required at the time it is required. We will promptly address concerns that are brought to our attention with appropriate regard for the rights of individuals. Further, we will not allow retaliation against Verdatica employees and interested parties who bring legitimate concerns to the attention of management.

CIA: To ensure the confidentiality, integrity and availability of information and data be that in a hard or electronic format containing business, employees and interested parties asset profiles will be protected at all times in line with the information and data security policy.

EXPECTED BUSINESS CONDUCT AND ETHICS

1.1 Overview

We are committed to maintaining leading ethical and legal standards in our business conduct, and we must conduct the business of Verdatica with uncompromising truth, honesty, respect, and integrity. Verdatica’s reputation for adherence to laws, regulations, and its written Code of Conduct is more important than the personal advancement of any one individual.
We will be honest and ethical in dealing with each other, with our customers and all of our interested parties. We will understand and abide by all legal requirements governing Verdatica’s business and operations. Complying with the law, however, is just part of what we must do. We should continually try to avoid even the appearance of impropriety in matters involving the protection of our planet, legal obligations, our Principles, this Code of Conduct, or Verdatica’s policies and procedures.

The standards contained in this Code of Conduct are not intended to address every specific situation. If you encounter situations or areas not specifically addressed by this Code of Conduct, you nonetheless are expected to perform your activities on behalf of Verdatica following our Code of Conduct principles.

1.2 Global Considerations

Verdatica does business globally, and that means that our projects, employees and interested parties are all subject to the laws and regulations of different countries. By way of example, operations outside of the UK are still subject to certain UK laws.
This Code of Conduct establishes principles for business conduct for all Verdatica’s operations, regardless of location. Where differences exist as the result of local customs, norms, laws, or regulations, you must understand your legal obligations and conduct business under the highest standard of conduct. If you have questions, seek guidance from the Verdatica legal compliance board representative

1.3 Diversity

We believe our most important strength is our employees and interested parties, due to our principles of Respect and Collaboration, Verdatica is committed to diversity and equal opportunity at all levels of our business. We seek to provide an environment where everyone can reach their full potential and contribute to Verdatica’s success in helping to save and protect our planet. Our objective is for the diversity of our employees and interested parties to reflect the diversity of the communities in which we do business, and for Verdatica to respect the customs and cultures of those communities.

1.4 No Retaliation

Verdatica will not tolerate retaliation in any manner against anyone for raising issues and concerns honestly. Additionally, it is unacceptable for anyone to make an allegation of misconduct knowing that it is a falsehood and fake news. Verdatica will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee or interested party.

STRUCTURE OF COMPLIANCE PROGRAM

2.1 Administration

Verdatica Principles and this Code of Conduct will be administered by the Verdatica  Compliance Officer. Each employee is personally responsible for their conduct and for reporting concerns. If you are a supervisor or manager, you are responsible and accountable for the conduct of the employees who report to you. While every employee of Verdatica is responsible, the Board of Directors authorizes the Compliance Officer to administer, interpret, and enforce this Code of Conduct, subject to consultation and being advised by the Verdatica General Counsel.

2.2 Compliance Officer

The Compliance Officer will provide oversight for the Verdatica Compliance Program and monitor compliance with Verdatica’s policies and procedures, this Code of Conduct, and applicable laws and regulations. The Compliance Officer will report to the Verdatica board of directors. The Compliance Officer will: perform internal audits and investigations as needed; plan and coordinate employee training regarding business conduct and ethics issues; provide management oversight for the Compliance Program; respond to questions, and provide policy guidance to ensure that the business operations meet the standards and expectations of the Code of Conduct. These duties may include decisions and individual guidance relative to potential conflicts of interest. The Compliance Officer will report material matters to the CEO and Board of Directors.

2.3 Training

Each Verdatica employee will attend business conduct and ethics training periodically as determined by management. All directors and employees must understand our Principles and follow this Code of Conduct.

2.5 Waivers

This Code of Conduct is not subject to any possible waiver.

REPORTING

3.1 Duty to Report

Every Verdatica employee has the duty of “upstream” communication so that Verdatica management is appropriately informed of material matters. Verdatica management then must inform the Board of Directors for each Verdatica entity as to material matters. “Material” matters are any matters: (1) impacting a significant client; (2) involving a governmental investigation, hearing, proceeding, notice of violation, or other interaction between Verdatica and regulators that could adversely impact Verdatica or its interested parties; (3) valued as a contingent liability of £100,000  or more; (4) potentially causing a significant impact on operations (halt to ongoing operations, loss of substantial profit, loss of key personnel, loss of reputation); (5) about sensitive confidential internal matters, (6) evidencing compliance issues, operational trends, or repeated risks/exposure.

Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow workers. You must report a possible violation regardless of the identity of the suspected offender, and failure to report knowledge of wrongdoing may result in disciplinary action against those who fail to report. Even if you are unable to stop suspected misconduct, or you witness the conduct or discover it after it has occurred, you should report it immediately. Employees who report a problem in good faith and believe it to be true will not be reprimanded. The only time employees will be disciplined for reporting a suspected violation of this Code of Conduct by another Verdatica employee is when they deliberately report something that they know is false or misleading.

3.2 How to Use the Compliance Program

If you have questions about this Code of Conduct or concerns about someone’s conduct, first contact your manager. If you do not feel comfortable doing this, you may consult with the Compliance Officer.

3.3 Issues Requiring Mandatory Reporting

For any of the matters listed in this paragraph, the Compliance Officer should be notified immediately when possible, and at the outside no later than 24 hours after the discovery of a potential issue. A failure to notify the Compliance Officer in a timely matter may result in disciplinary action, including termination. The Compliance Officer must be contacted and involved in all matters relating to:

Violations and potential violations of law or regulation that expose to criminal or civil liability or administrative sanctions.

Initiation of a criminal, civil, or other governmental investigation by law enforcement or regulatory agency or legislative body against Verdatica or any employee of Verdatica, Customer of Verdatica, Suppliers of Verdatica and interested parties of Verdatica.

Allegations of misconduct or potential misconduct by a member of the Board of Directors of Verdatica;

Violation of the Code of Conduct that could cause harm to Verdatica, its reputation, business interests, employees and interested parties;

Requests for approval of outside board memberships and Verdatica-sponsored travel by government officials; and
questions, concerns, or complaints regarding Verdatica’s accounting, internal controls, or auditing activities, processes or systems.

If you become aware of any investigation, potential proceedings, or litigation against Verdatica, the Group Compliance Officer must be notified immediately.

3.4 Reporting by Group Compliance Officer

The Compliance Officer will provide a written report to the CEO and the Board of Directors. At least once a year; Additional written reports may be required by the Board of Directors at any time.

3.5 Investigations

Employees suspecting a violation of this Code of Conduct, accounting principles, other Verdatica policies, or applicable law, should promptly report the concern to the Group Compliance Officer. Because investigations of alleged violations may involve complex legal issues, employees must not conduct their own preliminary investigations. Acting on your own may compromise the integrity of an investigation and adversely affect both you and Verdatica. All employees must cooperate with a Verdatica investigation and abide by Group Compliance Officer instructions during an investigation.

3.6 Use of Outside Legal Counsel

Only the Group Compliance Officer is authorised to retain and manage outside legal counsel on behalf of Verdatica. No outside counsel legal bills should be paid unless reviewed and approved by the Group Compliance Officer.

CONFLICTS OF INTEREST

4.1 Types of Conflicts of Interest

Two main types of conflicts of interest may arise during your employment with Verdatica:

The first type of conflict of interest – client representation conflicts  (sometimes referred to as “ethical”) conflicts of interest. Client representation conflicts occur when work that Verdatica is doing or has done in the past prevents (or restricts) Verdatica from performing new work for a particular client. Each employee must follow Verdatica policies and procedures so that appropriate client representation checks are performed before commencing work.

The second type of conflict of interest – a personal conflict – exists when an employee is involved in an activity or has a personal or business interest that interferes with the employee’s performance of Verdatica duties or responsibilities. However, an actual personal conflict of interest need not be present to constitute a violation of this Code of Conduct.

A potential or apparent personal conflict of interest may also violate this Code of Conduct.

A potential personal conflict of interest exists when it is likely that in the future, an employee’s activity or personal interest could interfere with the employee’s performance of Verdatica duties or responsibilities. An apparent personal conflict of interest exists when the employee’s activity or personal interest creates the appearance of a conflict of interest. Apparent conflicts should be avoided to prevent a negative reflection on the reputation of Verdatica and its employees.

4.2 Recognizing Potential Ethical Conflicts of Interest

Below is an illustrative list of situations for which an employee or interested party is required to obtain prior approval through the personal conflict of interest review process:

Engaging in outside employment in areas similar to those in which Verdatica is involved;

Performing outside work for clients, subcontractors, vendors or competitors of Verdatica;

Participation in activities that relate to environmental issues or conditions that a client of Verdatica would be likely to view as in conflict with or adverse to its interests;

Involvement in the unauthorized use of Verdatica information or property, including, without limitation, intellectual property;

Disclosing or using Verdatica’s (or a Verdatica client/interested party) confidential and/or proprietary information;

Participating in any activity that might lead to or give the appearance of unapproved disclosure of Verdatica proprietary information or proprietary information owned by others who have entrusted such information to Verdatica;

Holding a financial interest in a business concern that is a competitor, client, subcontractor or vendor of Verdatica unless the interest is only “passive.” A “passive” investment interest is one that is minimal enough, as a matter of law, that an employee’s independent judgment should not be unduly influenced. For investments in a publicly-held company, an investment will not be considered “passive” (and therefore conflict will exist) if the holding is either: a.) 1% per cent or more of the stock, assets, or other interests of the client, subcontractor, vendor or competitor; or b.) 1% per cent or more of the employee’s net assets;

Allowing personal interests or activities to influence Verdatica transactions with other business entities or individuals;

Accepting personal discounts (on products, services, or other items) from an employee or representative of a client, subcontractor, vendor or competitor of Verdatica (unless obtained through a Verdatica-approved discount program);
Acting as a consultant, advisor, or expert witness in a legal process such as a lawsuit, administrative proceeding, mediation, arbitration, dispute resolution, government or private investigation, rule-making procedure, or similar process, other than in the course of providing services to Verdatica;

Causing Verdatica to engage in business transactions with relatives unless properly disclosed and prior approval received;

Giving or receiving gifts of more than token value that are in any way connected with business relationships;

Using non-public Verdatica, client, or vendor information for personal gain by you, un-authorised third parties, relatives or friends (including securities transactions based on such information);

Receiving a loan, or guarantee of obligations, from Verdatica or a third party as a result of your position at Verdatica;

Speculating or dealing in materials, equipment, supplies, products, lands, leases, or properties purchased or sold by Verdatica, or for which negotiations to purchase, acquire, or sell are pending or may reasonably be anticipated;

Receiving (other than from Verdatica) any compensation, bonus, or commission in connection with any transaction relating to Verdatica’s business;

Competing, or preparing to compete, with Verdatica while still employed by or associated with Verdatica or;

Engaging in any other activity that could create the appearance of a conflict of interest and thereby impair Verdatica’s reputation for impartiality and fair dealing.

The examples above are by no means exhaustive. They are illustrative of potential conflicts of interest that must be disclosed and resolved before the materialisation of the conflict. Please remember that these conflicts exist if an employee or any member of their immediate family engages in such conduct.

4.3 Duty to Disclose Past and Future Conflicts

Upon an offer of employment or as an employee and interested party becoming aware of it, he or she must disclose to his or her supervisor any business relationship that exists or has existed within the previous three years between the employee and an employee of a client, subcontractor, vendor or competitor of Verdatica.

4.4 Review Process

The Compliance Officer will administer the review of ethical conflict of interest matters, whether those matters are related to client representation ethics or personal ethics. To do so, the Compliance Officer will interpret and apply the provisions of this Code of Conduct to the facts, determine whether a conflict exists, consult with the appropriate Verdatica management, and administer a resolution that is consistent with the provisions of this Code of Conduct.

When a conflict analysis is required relating to client relationship matters, the Compliance Officer will facilitate the analysis of senior management by examining any contracts or documentation necessary for a decision. Every employee must provide information to assist senior management in making client relationship decisions. The Compliance Officer will keep a record of any decisions reached relating to a client representation analysis, and the decision of senior management will be final and binding on all Verdatica employees.

When a personal conflict of interest determination is required by this Code of Conduct, the employee should submit a request for review in writing addressed to the Compliance Officer. The request should include, at a minimum, the following information:

Description of the employee’s and Interested parties’ duties and responsibilities with Verdatica;

Description, in general terms, of the proposed outside activities to be performed by the employee and Interested parties including the name, product lines and/or services, and market of the outside company or business in which the employee proposes to become involved;

Description of the relationship of the outside business to Verdatica, if any (for example client, subcontractor, vendor or competitor);

Any key documentation related to the matter, including but not limited to any documentation requested by the Compliance Officer; and
The proposed level of the employee’s involvement in, or proposed position to be held with an interested party and outside the business (for example, director, shareholder or owner, employee, representative, consultant, advisor).

Requests for conflict of interest determinations will be reviewed on a case-by-case basis. Employees and Interested Parties are required to cooperate fully in the review process by providing all the necessary information. When changed circumstances or new developments occur, the employee is responsible for informing the Compliance Officer of the change. The Compliance Officer, in making the determination, may request a recommendation and evaluation from the employee’s managers. The Compliance Officer may also request additional information from others to assist in making a decision. Upon conclusion of the review process, Verdatica may grant a waiver, determine that no conflict exists, prohibit the activity, or allow the activity subject to certain conditions. Conditions that may be necessary to protect Verdatica’s interests include but are not limited to additional oversight of client proposals, contracts, invoices, receivables, subcontracts, subcontractor invoices, payables, client reports, opinions, certifications provided to clients, subcontractor work product/performance, referrals of work to subcontractors, or recommendations to clients to use any products or services of a third party in which an employee holds an interest.

You are prohibited from having or creating a conflict of interest.

4.5 Appeal

After a Compliance Officer’s conflict of interest determination is made, an employee and interested party may submit an appeal of such determination to the Board of Directors. Such appeal must be in writing and must include a copy of the determination of the Compliance Officer. The employee and the interested party must also send a copy of the appeal to the Compliance Officer. The determination of the Compliance Officer continues in effect unless and until the Board reverses, modifies, or withdraws such determination. The determination of the Board is final.

Records of conflict of interest reviews will be retained by the Compliance Officer. Copies will be provided to the employee and the Board. A copy may also be filed in the employee’s personnel file.

CONDUCT INVOLVING OURSELVES, FELLOW EMPLOYEES AND INTERESTED PARTIES

5.1 Respect and Fair Treatment

Verdatica is firmly committed to the principles of equality of opportunity in employment and human relationships. Each Verdatica employee and interested parties must treat fellow employees with respect and dignity. We believe that the diversity and abilities of our employees and interested parties are among our greatest assets and that all individuals deserve an equal opportunity based on skill, dedication, knowledge, and experience.

We have adopted various written policies regarding our employment practices. It is each employee and interested party’s responsibility to become familiar with the scope and content of those policies and to implement those policies.

5.2 Our Planet

Verdatica is committed to protecting our planet, replacing non-biodegradable harmful plastic products with plant-based biodegradable products, reducing CO2, and stopping deforestation and toxic soil and water contamination.

5.3 Safety

We are committed to providing a safe workplace for all employees and interested parties. Also, some laws and regulations impose responsibility on us to safeguard against safety and health hazards. For those reasons, all officers, directors, employees and interested parties are required to follow all safety instructions and procedures that we adopt. If you have any questions about possible health and safety hazards at any of our facilities, you should bring those questions to the attention of your immediate supervisor.

5.4 Compliance with Laws

It is our policy to comply with all laws and regulations that apply to our business. Due to the nature of our business, environmental laws and regulations are of predominant concern. We are committed to environmental protection. Each of us must comply with environmental laws and Verdatica’s environmental policies.

If you are involved with processes that affect the environment, such as measuring, recording, or reporting discharges and emissions into the environment or handling hazardous wastes, you must be sure to comply with all applicable environmental regulations and permits. You must also maintain our standards and ensure that reports are accurate and complete.

We all have a role to play in protecting the environment. As you conduct Verdatica’s business, you may encounter a variety of legal issues. If you have questions on specific laws or regulations, consult the Compliance Officer or follow the steps outlined in the “Compliance Program Reporting” section of this Code of Conduct.

5.5 Accuracy of Books, Records and Periodic Reports

Full, fair, accurate, timely, and understandable reports and business records are essential to the success of our business. Mistakes should never be covered up but should be immediately fully disclosed and corrected. Falsification of any Verdatica, client, or third-party record is prohibited. Please exercise the highest standard of care in preparing Verdatica reports following these guidelines: All of our accounting records, as well as reports produced from those records, must follow the laws of each applicable jurisdiction.

All of our records must fairly and accurately reflect the transactions or occurrences to which they relate.

All of our records must fairly and accurately reflect, in reasonable detail, our assets, liabilities, revenues, and expenses.

Our records must not contain any false or intentionally misleading entries.
No transactions should be intentionally misclassified as to accounts, departments, or accounting periods.

All of our transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and the proper accounting period.
No information should be concealed from our internal auditors or our independent auditors.

No false or misleading information should be given to our internal auditors or our independent auditors.

No individual should ask or instruct any of our clients, vendors, or suppliers to provide false or misleading information to or conceal any information from, our internal auditors or our independent auditors.

Compliance with our internal controls over financial reporting and all other internal controls is required.

It may seem that the standards set out above are primarily applicable only to our accounting and financial personnel. However, all of our business communications are expected to be conducted with integrity and professionalism. Accordingly, all employees must report inaccurate and inappropriate details on the transactions in which they are involved.

5.6 Confidentiality

All employees and Interested Parties are required to protect both Verdatica’s confidential information as well as the confidential information of Verdatica’s clients. The proprietary, trade secret and confidential information of Verdatica is a valuable asset, and Verdatica employees and Interested Parties must follow Verdatica policy and procedure regarding safeguarding Verdatica information. Employees and Interested Parties who have received or have access to confidential information must exercise care to maintain confidentiality. Confidential information includes but is not limited to the following examples:

Business strategy and planning, marketing, sales, recruiting or, retention plans;
Financial information;

Information related to Employees, Personal, Employment data, including salary, bonus, or performance data;

Any client information, client contact information, or client contractual matters; and
Information related to Interested parties or other business interactions.

The above types of confidential information are only examples. You must carefully consider whether the information available to you is confidential or proprietary, and treat it accordingly. If in doubt, contact your Legal Department.

Most Verdatica contracts with clients and Interested parties have stringent confidentiality provisions — a failure to protect the client and interested parties’ confidential information may place Verdatica in material breach of contract with a client. In addition to carefully guarding paper and electronic client information, be sure to conduct yourself in a manner that protects client confidential information. You must follow all client requirements for communication and delivery of work product. Be careful where you conduct cell phone conversations and do not discuss client matters in public places such as elevators, trains or aircraft.

5.7 Improper Use or Theft of Verdatica Property

Every employee, officer, and director must safeguard our property from loss or theft and may not take Verdatica property for personal use. Our property includes confidential information, trade secrets, intellectual property, tele/data communications networks, facilities and equipment, software, computers, office equipment, and supplies. You must appropriately secure all of our property within your control to prevent its unauthorized use and not allow access to third parties. Using our computers or communications systems to access or distribute personal and/or non-Verdatica business-related information, data, or graphics is discouraged unless kept to a minimum. All electronic information transmitted, received, or contained in our information systems is our property.

5.8 Securities Trading

In the course of your employment and working with Verdatica, you may become aware of material information about other companies that have not been made public. The use of such “inside information” for your financial or other benefit is not only unethical but also may be a violation of strict laws against “insider trading” in securities (for example, stocks, bonds and options). “Insider information” means information that: a.) is not available to the public, and b.) is “material.”

“Material information” concerning securities laws means information that a reasonable investor would likely consider important in deciding whether to buy or sell a security. Many of our employees may have inside information due to the position they hold. Inside information might include, for example:

The purchase or sale of a major asset;
Changes in dividend policy;
Mergers, acquisitions and joint ventures;
Significant changes in operations or business plans;
Major developments in litigation;
The financial condition or operating results of a company, including earnings statements and forecasts;
Regulatory developments.

If you have knowledge of any of these kinds of information – and the information is non-public – it is inside information, and no Verdatica employee may buy or sell a security whilst aware of inside information pertaining to that security. Inside information can also be information you obtained confidentially during the course of your work about another company – for example, from clients or suppliers.

You should also be aware that the insider trading prohibition applies to people outside Verdatica companies who obtain the information from one of our employees (for example, an employee’s spouse, friends or broker). This means you must never give someone outside Verdatica a “tip” regarding non-public inside information – this includes discussions on social media and internet “chat rooms.” If you do and the person you provided the information to uses it to trade, both you and the person you provided the information to are subject to action under applicable securities law.

Securities law violations are taken very seriously and can be prosecuted even when the amount involved is small, or the “tipper” makes no profit at all. Government agencies regularly monitor trading activities through computerized searches. Verdatica employees and interested parties (and outsiders they are associated with) who have inside information can lawfully trade in the market once the information is made public through established channels and enough time has passed for the information to be absorbed by the public.

If you have any questions or concerns about your responsibilities under the insider trading laws, contact the Group Compliance Officer for further guidance.

5.9 Political Contributions

No Verdatica funds may be given to any political candidates. Employees and interested parties may, however, engage in political activity in your name and in your own time.

CONDUCT INVOLVING OUR BUSINESS PARTNERS

Our values, honesty and standards of conduct do not stop with our actions, or at our doors. We expect the same from all our interested parties with whom we do business.

6.1 Fair Dealing

No Verdatica officer, director, employee or interested parties should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.

6.2 Fair Competition and Antitrust Laws

We must comply with all applicable fair competition and antitrust laws. These laws 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, consult the Compliance Officer for further guidance.

6.3 Gathering Competitive Information

You may not accept, use, or disclose the confidential information of our competitors. When obtaining competitive information, you must not violate the rights of our competitors. Particular care must be taken when dealing with competitors, clients, ex-clients, and ex-employees. Never ask for confidential or proprietary information. Never ask a person to violate a non-compete or nondisclosure agreement. If you are uncertain about a contemplated action, consult the Compliance Officer for further guidance.

6.4 Sales: Defamation and Misrepresentation

Aggressive selling should not include misstatements, misrepresentations of Verdatica, its products or services, innuendo, or rumours about our competition or the financial condition of our competition. Do not make unsupportable promises concerning our services.

6.5 Corporate Opportunities

All of our officers, directors, employees and interested parties have a duty to advance our legitimate business interests when the opportunity to do so arises. Our officers, directors, and employees may not take personal advantage of opportunities that are discovered through the use of Verdatica property, information, or position, and may not compete with Verdatica for business opportunities. In the event you have a question regarding an opportunity, review the “Conflicts of Interest” section of this Code of Conduct and then discuss any remaining concerns with the Compliance Officer.

6.6 Gifts, Bribes and Kickbacks

Our officers, directors, employees and interested parties are expected to comply with UK and applicable international laws regarding anti-bribery and anti-corruption. International laws prohibit the payment or offering of anything of value to foreign government officials, an employee of a foreign government or its instrumentality (including foreign government-owned businesses), an employee and interested parties of a public international organization, or members of their families, political parties, officials of foreign political parties, or candidates for the purpose of influencing them to misuse their official capacity to obtain, keep, or direct business, or to gain any improper advantage.

We do not allow interested parties of ours to do what we are prohibited from doing. Under international law, the acts of foreign agents used to facilitate Verdatica’s business are considered our acts, so our agents must adhere to the same standards that we set for ourselves.

In addition to the ethical use of interested parties, Verdatica follows international law regarding anti-bribery/corruption and “minor” facilitation payments. Verdatica adheres to the higher international standard of no facilitation payments under our international obligations, rather than the lower standard of allowing certain facilitation or “grease” payments under the UK Foreign Corrupt Practices Act (“FCPA”). Verdatica does not permit facilitation or grease payments to be made to government officials, even if such payments are nominal in amount. Examples of facilitation payments include but are not limited to, undocumented and unreceipted payments made to speed up routine government actions, such as issuing permits or releasing goods held in customs. If you have a question regarding a situation or whether or not a suggested transaction complies with our Code of Conduct, contact the Compliance Officer.

Other than modest gifts given or received in the normal course of business (including travel or entertainment), neither you nor your relatives may give gifts to, or receive gifts from, Verdatica’s clients and interested parties. Other gifts may be given or accepted only with prior approval of your immediate supervisor or senior management. In no event should you put Verdatica in a position that would be embarrassing if the gift was made public.

Dealing with government interested parties is often different from dealing with private interested parties. Many governmental bodies strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment. You must be aware of and strictly follow these prohibitions.

Any director, employee and interested parties who pay or receive 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 favourable treatment.

6.7 Outside Consultants and Subcontractors

When Verdatica hires outside consultants, agents, and subcontractors, Verdatica management will provide copies of this Code of Conduct and inform the consultant, agent, or subcontractor that work should be performed in accordance with this Code of Conduct.

PROCEDURES FOR INTERACTION WITH GOVERNMENTAL AGENCIES

Verdatica is committed to following all laws and regulations. From time to time we will have direct dealings with the regulators and it is our commitment to do so with respect and cooperation. Regulatory agencies may request to review Verdatica’s plans, specification reports, activities, workplaces and project sites. Verdatica’s Compliance Officer should be contacted immediately after civil or administrative inspections, and immediately at the start of any criminal inspection.

If you become aware of any agency request for documents or information, be sure to get the business card of the requesting agency personnel. If a business card is not available, be sure to get the name, agency, department and phone number. It is Verdatica’s policy to have Inspection Coordinators to facilitate civil agency requests. The Inspection Coordinator will be responsible for working with the agency personnel, accompanying any inspections, and obtaining all subsequent reports. Be sure to provide all agency contact information to the appropriate Inspection Coordinator as soon as you become aware of any government inquiry. If you do not know who the appropriate Inspection Coordinator is, contact the Group Compliance Officer. At any time during a civil inspection, if the inspector expresses serious concerns (whether those concerns are expressed by the inspector verbally or in writing) stop all work immediately and contact the Group Compliance Officer immediately.
If the concerns involve health/safety issues, be sure to contact the Health & Safety Officer as well.

In the unlikely event of a criminal investigation, ask if the agent/investigator has a search warrant. If the agent/investigator does not have a search warrant, do not consent on behalf of Verdatica to any search. Rather, contact the General Counsel immediately. If you cannot reach the  General Counsel, contact the Legal Department.

DISCIPLINARY ACTION

We stand behind this Code of Conduct and will fairly enforce it. Violations of this Code of Conduct may result in one or more of the following, depending on the nature, frequency and severity of the violation, including without limitation:

Warning;
Reprimand (marked in personnel file);
Probation;
Temporary suspension;
Discharge;
Individual reimbursement of any losses or damages; or
Criminal or civil prosecution.

In determining what action is appropriate in a particular case, Verdatica may take into account all relevant information, including, but not limited to, the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised before the violation as to the proper course of action, and whether or not the individual in question had committed other violations in the past.

CONCLUSION

In the final analysis, you are the guardian of Verdatica’s business conduct and ethics. While there are no universal rules, when in doubt ask yourself:

Will my actions comply with applicable laws and regulations?
Will my actions comply with the Code of Conduct?
Will my actions cause even the appearance of impropriety to all Interested parties of Verdatica?

If you are uncomfortable with your answer to any of the above, you should not take the contemplated actions without first discussing them with your local compliance officer. If you are still uncomfortable, please follow the steps outlined above in the section on “Reporting.”
We hope you share our belief that a dedicated commitment to ethical behaviour is the right thing to do, is good business, and is the surest way for Verdatica’s success as a global platform for the post-plastic industry.

VERDATICA SUPPLIER CODE OF CONDUCT

Introduction

Operating ethically and with integrity governs our approach and therefore our aspiration to be recognised by our customers and interested parties as a company that is a responsible corporate citizen in all our relationships.

We expect all our suppliers to share our commitments and approach and the guidelines we require all our suppliers to respect and agree to. We expect all suppliers to adhere to these guidelines and to confirm in signing up to this code that they expect these requirements to apply to all those in their supply chain, including sub-contractors.

By collaborative working, we believe we can jointly have a positive impact on society.

Laws and Regulations

Suppliers will comply with the applicable local and national laws, rules, regulations and requirements in the provision of products and services provided to Verdatica. This includes compliance with the Modern Slavery Act 2015 and the International Labour Organisation (ILO) Core Conventions. It is the supplier’s responsibility to maintain and enforce these standards throughout their own supply chain.

Underage labour

Suppliers shall ensure that no underage labour has been used in the production or distribution of goods and services to Verdatica. A child is any person under the minimum employment age according to the laws of the country where the product (or parts thereof) or services are sourced from, or in the absence of law, under the minimum age for completed mandatory education.

Forced Labour

Suppliers will not use or tolerate in their supply chain any form of slavery, servitude, indentured, bonded, involuntary prison, military or compulsory labour or, any form of human trafficking.

All work must be conducted voluntarily and without threat of any penalty or sanctions.

No employee government-issued identification, passports or work permits will be retained by the supplier as a condition of employment.

Workers’ rights to leave the workplace after their shift or to terminate their employment after reasonable notice and receive owed salary must be recognised by the supplier. This applies to local or migrant employees.

Freedom of Association

Suppliers shall respect the rights of workers to associate or not to associate with any group, as permitted by and in accordance with all applicable local, and international laws and freedom of association and collective bargaining. Suppliers shall not interfere with or discriminate against workers choosing to belong to them.

Where the right to freedom of association and collective bargaining is restricted under national law, suppliers will facilitate, nor hinder, alternative means of independent and free association and bargaining.

Discrimination

An inclusive and diverse work environment is encouraged, with equal opportunities for all workers. All employees must be treated fairly and not discriminated against in any form of employment.

Suppliers must not discriminate against any employee based on age, gender, sexual orientation, race, ethnicity, colour, disability, religion, political affiliation, union membership, national origin, marital or pregnancy status during any recruitment or employment activities.

Suppliers must commit to a workforce free of any harassment or threat of harassment. Any forms or threats of harassment, physical, mental, sexual or verbal, must be prohibited and not tolerated.

Wages and benefits

Wages and benefits must meet legal minimums and industry standards without any unauthorised deductions.

Working Hours

Suppliers must ensure working hours comply with national laws and standards and should not expect workers to work (including overtime) in excess of hours set out in relevant working time legislation or other national legal limits unless an opt-out has been chosen by the employee with appropriate supporting written evidence.

Healthy and Safe Working Conditions

Suppliers must provide safe and clean conditions for workers at sites of working and residential facilities. Clear procedures must be in place to ensure regulated occupational health, safety and well-being standards are adhered to. Suppliers must comply with The Incredible Husk Company Health and Safety policy.

Environment

Suppliers must have clear procedures in place to ensure direct and indirect environmental impacts associated with the goods and services are understood, measured and managed. Suppliers must comply with the Verdatica Environmental and life cycle policy.

Business Integrity

Suppliers shall not engage in any form of bribery or corruption or undertake any action that contravenes The Verdatica Anti-Bribery and Corruption policy.

Discipline and Grievances

Suppliers must provide a grievance mechanism for workers and their organisations to enable workers to raise workplace concerns anonymously.

The mechanism must be transparent and set out clearly how grievances will be assessed, and how feedback mechanisms are provided. Workers and their representatives must be informed clearly how the scheme operates and its scope and that it is equally accessible to all workers.

Disciplinary procedures shall be clearly documented, communicated and easily accessible to all workers. All disciplinary matters shall be recorded including evidence that the worker knew and understood what he/she was accused of and given the right to a trade union or other appropriate representation at disciplinary meetings which may lead to significant disciplinary penalties or dismissal.

Compliance with Code

Suppliers must be able to demonstrate compliance with The Verdatica Company Supplier Code of Conduct laid out in this document. This includes documented evidence and the right of Verdatica or a designated 2nd party to conduct audits.

Audits to include facility inspections, review of supplier records business practices and conducting employee interviews.

VERDATICA ANTI-SLAVERY POLICY

Policy Definitions

References in this policy to “we”, “us” and “our”, is Verdatica, References to “you” and “your” are to those responsible for complying with the policy, as set out in Paragraphs below.

Modern Slavery: is a term used to encapsulate offences in the Modern Slavery Act: slavery, servitude and forced or compulsory labour; and; human trafficking.

Slavery and servitude: is defined here as where people are dehumanised, treated as a commodity, bought or sold as “property”, have restrictions placed on their freedom or are generally exploited for someone else’s gain. Slavery often involves Forced or Compulsory Labour.

Forced or Compulsory Labour: is defined here as where someone is forced to work, or is otherwise controlled by an “employer”, through coercion, mental or physical abuse, or the threat of abuse.

Human trafficking: is defined here as it relates to arranging or facilitating the travel of another person with a view to that person being exploited. The offence can be committed even where the victim consents to the travel. This reflects the fact that a victim may be deceived by the promise of a better life or job or may be a child who is influenced to travel by an adult.

Policy Statement

Modern slavery is a crime and a violation of fundamental human rights. It takes various forms, such as slavery, servitude, forced and compulsory labour and human trafficking, all of which have in common the deprivation of a person’s liberty by another to exploit them for personal or commercial gain. We have a zero-tolerance approach to modern slavery and we are committed to acting ethically and with integrity in all our business dealings and relationships and to the implementation and enforcement of effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or in any of our supply chain activities.

We are also committed to ensuring there is transparency in our own business and in our approach to tackling modern slavery throughout our supply chains, consistent with our disclosure obligations under the Modern Slavery Act 2015. We expect the same high standards from all of our contractors, suppliers and other business partners, and as part of our contracting processes, we include specific prohibitions against the use of forced, compulsory or trafficked labour, or anyone held in slavery or servitude, whether adults or children, and we expect and require that our suppliers will hold their own suppliers to the same high standards.

This policy applies to all persons working for us or on our behalf in any capacity, including employees at all levels, directors, trustees, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives, suppliers and business partners, all of whom have a duty to comply with this and other policies designed to prevent modern slavery.

This policy does not form part of any employee’s contract of employment and we may amend it at any time.

Policy Responsibility

The Chief Executive Officer (‘CEO’) of Verdatica has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

Responsibility for updating the policy and for producing an annual statement is that of the CEO

Responsibility for ensuring the policy is implemented is that of the CEO. The CEO or a nominated officer of the company will take responsibility for monitoring risk in all areas outlined above within all areas of company operations and in their supply chains.

Management at all levels are responsible for ensuring those staff reporting to them understand and comply with this policy and are given adequate and regular training on it and the issue of modern slavery in supply chains. You are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries are encouraged and should be addressed to the compliance manager.

Policy Compliance

You must ensure that you read, understand and comply with this policy.

The prevention, detection and reporting of modern slavery in any part of our business or supply chains is the responsibility of all those working for us or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify the CEO, the designated officer of the company at compliance@verdatica.com as soon as possible if:

you believe or suspect that a breach of this policy has occurred or may occur in the future you have any concern or suspicion that may be an issue in respect of modern slavery in any – part of our business, or within the supply chains of any third-party suppliers; and/or you are unsure about whether a particular act, the treatment of workers more generally, or their working conditions within our own business or any part of our supply chains constitutes any of the various forms of modern slavery.

We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. We are committed to ensuring no one suffers any detrimental treatment by reporting in good faith their suspicion that modern slavery of whatever form is or may be taking place in any part of our business or in any of our supply chains.

Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the compliance manager immediately. If the matter is not remedied, and you are an employee, you should raise it formally in line with our Grievance policy.

Policy Communication

Awareness of this policy, and the risk our business faces from modern slavery in its supply chains, forms part of the induction process for all individuals who work for us.

Our zero-tolerance approach to modern slavery must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and reinforced as appropriate thereafter.

Policy Breaches

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct. We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.

Policy Review

This policy is reviewed by the managing director or designated Officer of the company annually or when a change takes place.

LEGAL JURISDICTION

This document and all policies contained therein is formed in the UK and unless otherwise stipulated in writing is subject to the jurisdiction of the English Courts.

This Ethics (“Code of Conduct”) establishes the guidelines for the operation of Verdatica and to aid compliance with Verdatica’s policies and procedures and all applicable laws and regulations. We will operate our business following our Code of Conduct Principles.

The Code of Conduct Principles apply to directors, employees and interested parties.  Anyone who is found to be in conflict with these code of conduct principles will be investigated and if found to have breached the Verdatica code of conduct principles, Verdatica may disassociate themselves from those who have breached the principles of this code of conduct.

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