COOLBRANDS INTERNATIONAL INC.
CODE OF BUSINESS CONDUCT
Section 1 Application and Purpose of the Code
This Code of Business Conduct (the "Code") applies to all employees (full
time, part time and casual), officers and directors of the CoolBrands
International Inc. and its subsidiaries from time to time (collectively, the
"Company").
The Company is committed to maintaining high standards of integrity and
accountability in conducting its business. This Code provides a framework of
guidelines and principles to encourage ethical and professional behaviour among
our employees, officers and directors. These guidelines and principles are
intended to:
o establish a minimum standard of conduct by which all of us are
expected to abide;
o protect the business interests of the Company, its customers,
employees, officers and directors;
o maintain the Company's reputation for honesty and integrity; and
o ensure that the Company, through each of us, complies with applicable
legal obligations.
As with all guidelines or principles, we are each expected to use our own
judgement and discretion, having regard to these standards, to determine the
best course of action for any specific situation. Many situations are not
explicitly addressed in this Code - if you are unsure about a particular
situation or course of action speak to your immediate supervisor or the Chair of
the Corporate Governance Committee if you are not comfortable speaking with your
immediate supervisor. Reasons such as "everyone is doing it" or "it is not
illegal" are not acceptable as excuses for violating this Code.
In addition to this Code, the Company has adopted policies and procedures
on specific topics (such as trading in securities of the Company) that also
apply to each of us. We are expected to familiarize ourselves with these
specific policies and procedures.
Section 2 Conflicts of Interest
It is our policy to seek to ensure that the Company's best interests are
paramount in all of our dealings with customers, suppliers, contractors,
competitors and potential business partners, and are conducted in a manner that
avoids actual or potential conflicts of interest.
In general, a conflict of interest exists where an individual's personal
interests interfere with (or even appear to interfere with) his or her ability
to act in the best interests of the Company. Conflicts of interests may exist in
any situation where our ability to act objectively, or in the best interests of
the Company, are influenced. These include the receipt of improper and material
personal benefits by you or your family and friends, as a result of your
position with the Company.
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We should be scrupulous in avoiding any actual or potential conflict of
interest with regard to the Company's interest.
Conflicts of interest may take various forms, only some of which are
mentioned in this Code. All employees should seek the advice of their supervisor
with any questions or concerns, and should immediately disclose to their
supervisor any material transaction or relationship that reasonably could be
expected to give rise to an apparent or actual conflict. Officers or directors
should seek advice from or provide disclosure to a member of the Corporate
Governance Committee. Proper disclosure provides an opportunity to obtain advice
from the appropriate level of management and to resolve actual or potential
conflicts of interests in a timely and effective manner.
Section 3 Gifts and Entertainment
Accepting gifts, entertainment, services, favours, personal discounts, and
similar gratuities, other than of nominal value ($100 or less), from customers
or suppliers of the Company or prospective customers or suppliers of the
Company, is a conflict of interest. Additionally, frequent gifts from one source
of any value should not be accepted. Employees, officers and directors may not
engage in conduct that could be interpreted as directly or indirectly seeking,
receiving or providing a bribe or kickback.
A conflict of interest may also arise in the giving of gifts or
entertainment. Employees, officers and directors may only offer gifts or
entertainment of nominal value.
Section 4 Political Activities
Employees, officers and directors may participate in the political process
as private citizens. It is a separate personal political activity and, in order
to comply with appropriate laws and regulations relating to lobbying or
attempting to influence government, the Company will not reimburse employees for
money or personal time contributed to political campaigns. Employees may not
work on a political campaign while at work or at any time use Company facilities
for that purpose. No employee, officer or director may offer improper political
contributions when acting on behalf of the Company.
Section 5 Protection and use of the Company's Assets
Company property is for Company business. We are each responsible for
protecting the Company's assets from improper use including fraud, theft and
misappropriation and from waste through carelessness or neglect.
Section 6 Records and Document Retention
The Company requires honest and accurate recording and reporting of
information in order to make informed and responsible business decisions. The
Company's books and records should accurately reflect all business transactions.
Undisclosed or unrecorded revenues, expenses, assets or liabilities are
prohibited. The Company further prohibits the unauthorized destruction of or
tampering of records, whether written or in electronic form, where the Company
is required by law to maintain such records or where it has reason to know of a
threatened or pending litigation relating to such records.
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Section 7 Information Security
The Company encourages the use of information technologies and electronic
communications resources and makes them available to certain employees. However,
the use of Company electronic communications resources is limited to Company
business. It is the Company's policy to secure and protect all information,
whether print or electronic.
The Company's information technologies and electronic communications
resources may not be used to access material that contains defamatory,
libellous, slanderous or disruptive statements, sexual comments or images. This
also applies to comments or images that are discriminatory on the basis of race,
religion, sex, national or ethnic origin, marital status, family status, sexual
orientation, colour, age, disability, pardoned conviction or other
characteristic protected by law.
Confidential, sensitive or valuable information should not be sent over the
Internet unless properly protected or encrypted. The Company reserves the right
to inspect, monitor, or disclose electronic communications in all circumstances.
Section 8 Corporate Opportunities
We must ensure that the activities in which we engage outside of our
working hours do not conflict, or appear to conflict, with the Company's
business or with our ability to fulfill your duties as employees, officers or
directors. Therefore:
o we may not simultaneously work for an organization that is one of the
Company's competitors, suppliers or customers
o we may not sell or promote a third party's line of products if these
products compete for business with those offered by the Company
o we may not accept outside employment or engage in any activity if that
employment or activity will prevent us from performing our job at the
Company fully and competently
o we may not take advantage for our personal account of an opportunity
that presents itself to as a result of our position with the Company
Section 9 Confidentiality of Corporate Information
Information is a key asset of the Company. We should maintain the
confidentiality of confidential information entrusted to us by the Company or
any of its customers, suppliers or business partners, except where disclosure is
authorized or legally mandated. Confidential information includes all non-public
information that might be of use to competitors of the Company or disclosure of
which might be harmful to the Company.
If you have access to confidential information as a result of your job, you
must use every precaution to keep it confidential. It is important to use
discretion when discussing Company business in public places such as restaurants
and airplanes.
Each of us also has a duty to protect any confidential information
regarding the Company after we leave our employment with the Company.
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The Company has also adopted a Disclosure Policy and an Insider Trading
Policy, each of which relates to the use and disclosure of confidential
information. Employees, officers and directors should also ensure that they are
familiar with the requirements of these policies.
Section 10 Fair Dealing with Other People and Organizations
All business dealings undertaken on behalf of the Company should be
conducted in a manner that preserves our integrity and reputation. Our
competitive advantages are sought through superior performances, and never
through unethical or illegal business practices.
We should endeavour to deal fairly with the Company's customers, suppliers,
competitors and employees. None should be taken advantage through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts or any other unfair dealing practice.
Section 11 Diversity and Harassment-Free Environment
The Company will not tolerate harassment of its employees, customers or
suppliers in any form. Employees are required to treat each other fairly, openly
and with respect. There are no Company policies, procedures or practices which
would create an environment that prevents an employee from progressing in his or
her career. It is prohibited to initiate or establish Company activities or
programs that unfairly discriminate against an individual.
Harassment is defined as unwelcome conduct, comments, gestures or contact
that causes offense or humiliation to any employee, employment candidate,
customer or member of the general public. This type of behaviour denies people
their dignity and respect and is unacceptable. Harassment can occur at or away
from the workplace and during or outside working hours if individuals are in a
work-related situation. It can be verbal, physical, written (by use of computer,
print, poster, handwriting), intentional or unintentional. It includes unwanted
behaviours based on the following prohibited grounds of discrimination: race,
religion, sex, national or ethnic origin, marital status, family status, sexual
orientation, colour, age, disability, pardoned conviction or other
characteristic protected by law.
Harassment is considered employee misconduct by the Company and is not
tolerated. It is each employee's responsibility to ensure that harassment or any
other offensive or inappropriate behaviour does not happen.
The Company will respond promptly to all complaints and ensure they are
resolved quickly, confidentially and fairly. The Company will impose sanctions
on any employee who violates this Section 11 of the Code regardless of position.
However, different positions (such as supervisory or managerial positions) will
be subject to more serious consequences due to the impact these positions have
on employment conditions.
Section 12 Complying with the Law
The Company strives to ensure that its business is conducted in all
respects in accordance with all applicable laws, stock exchange rules and
securities regulations. This includes compliance with all applicable
anti-trust/competition, privacy, labour, human rights, environmental and
securities laws.
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Specifically, it is also our policy to comply with all applicable
securities laws and regulations to ensure that material information which is not
generally available to the public ("inside information") is disclosed in
accordance with the applicable legal requirements. This includes implementation
of policies and procedures, as set out in the Company's Insider Trading Policy,
to protect against the improper use or disclosure of inside information,
including improper trading of securities while in possession of inside
information.
Section 13 Reporting of Illegal or Unethical Behaviour
The Company strives to foster a business environment that promotes
integrity and deters unethical or illegal behaviour. It is our responsibility to
seek to monitor and ensure compliance with the guidelines set out in this Code,
including compliance with accounting, internal accounting controls or auditing
requirements applicable to the Company. Any concerns or complaints in this
regard shall be communicated to a member of the Corporate Governance Committee.
Any complaints or concerns regarding accounting, internal accounting controls or
auditing matters may be communicated in confidence, and anonymously, to the
Audit Committee.
It is the Company's policy to ensure that we can each communicate freely in
respect of matters covered by this Code. No one may retaliate against any
employee, officer of director for expressing a concern or complaint in good
faith regarding a perceived violation of this Code. Retaliation includes any
form of penalty, adverse employment consequence, including discharge,
suspension, demotion or transfer, harassment or discrimination.
Section 14 Compliance Standards and Procedures
Abiding by the standards of this Code and underlying policies is a serious
matter for the Company. After all, high standards of business conduct are
critical to maintaining public confidence. Violations can jeopardize the
Company's relationships with customers, suppliers and investors and can even
result in our loss of the privilege to do business in the countries in which we
operate.
The Company will take all reasonable steps to respond appropriately,
promptly and consistently to violations of this Code and prevent further
situations. This may include disciplinary action up to and including termination
of employment, contract termination or other legal action such as seeking
damages.
Section 15 Compliance and Waivers
It is the role of the Corporate Governance Committee to seek to monitor
compliance with the Code.
Waivers from the Code will generally only be granted in appropriate
circumstances upon full review and consideration of a request for a waiver, on a
case-by-case basis. Waivers granted for the benefit of officers or directors
require approval from the Corporate Governance Committee, which should ascertain
whether a waiver is appropriate and seek to ensure that the waiver is
accompanied by appropriate controls designed to protect the Company's interests.
Any conduct that constitutes a material change must be reported through a
material change report.
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All matters of concern, including requests for waivers, shall be a
communicated to the Chair of the Corporate Governance Committee.
The Board of Directors may, from time to time, permit departures from the
terms of this Code, either prospectively or retrospectively. The terms of this
Code are not intended to give rise to civil liability on the part of the Company
or its directors or officers to shareholders, security holders, customers,
suppliers, competitors, employees or other persons, or to any other liability
whatsoever on their part.
Section 16 Annual Review
All officers and employees in supervisory roles are expected to review the
Code once a year and certify that they have done so by signing the form attached
as Schedule A. This form is kept in each such employee's personnel file.
Schedule A
Annual Certification by Officers and Employees Who Have Supervisory Roles
I have reviewed and fully understand the CoolBrands International Inc. Code of
Business Ethics.
I accept that my continued employment or engagement with the Company may be
dependent upon my compliance with the rules and policies described in the Code
of Business Ethics.
I have reported to my supervisor or to the Chair of the Corporate Governance
Committee any relationship or other circumstances that do or could place me in
conflict with the interests of the Company. Any new situations will be reported
as they occur. I hereby certify that I have no real or potential conflict of
interest, except as disclosed to the Company.
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Name
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Signature
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Date