CORPORATE POLICIES

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Table of Contents

CORPORATE POLICIES

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TABLE OF CONTENTS

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ORGANTO CORPORATE POLICIES

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CODE OF BUSINESS CONDUCT AND ETHICS

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APPENDIX "A"

COMMUNICATIONS POLICY

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APPENDIX "B"

PROCEDURES AND GUIDELINES GOVERNING INSIDER TRADING AND TIPPING

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APPENDIX "C"

ETHICS REPORTING POLICY

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APPENDIX "D"

WHISTLEBLOWER POLICY.……………………………………………………………………………………………20

APPENDIX "E"

FOOD SAFETY CULTURE POLICY……………………………………………………………………..……………23

RECEIPT & ACKNOWLEDGMENT OF CORPORATE POLICY MANUAL

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ORGANTO CORPORATE POLICIES

Code of Business Conduct and Ethics

INTRODUCTION

Organto Foods Inc. ("Organto" or "the Company") and its affiliated companies conduct its business in accordance with the spirit, as well as the letter of the law. We believe in and strive to adhere to the highest standards of ethical conduct in all our operations. As an officer, employee, director, contractor or agent, you are expected to perform your duties, not only in compliance with the law, but in accordance with these ethical standards as well.

PURPOSE

This policy is established to set forth the standards that govern all officers, employees, directors, contractors and agents in the performance of their duties on behalf of Organto, and, where applicable, in their involvement in outside business activities.

Senior leadership has the primary responsibility for setting the standard for ethical conduct through the implementation of appropriate policies and by personal example. By accepting to work or provide services to Organto, you confirm your acceptance of the obligation to carefully observe these standards of conduct.

In all decisions you make affecting our business, you must consider what is right for the Company as a whole and ask yourself how your contemplated actions would appear if all the facts, interests and motives were made public. In business, as in life, the hard question sometimes is not "what must I do," but "what must I refuse to do."

It is not possible to present a comprehensive list of every activity that might give rise to an ethical or legal dilemma. Instead, this policy seeks to address those potentially compromising situations that arise with the greatest frequency in the business world.

SCOPE

(a) Each officer, employee, director, c o n t r a c t o r a n d a g e n t shall be furnished a copy of this Code of Business Conduct and Ethics Policy.

  1. Each officer, employee, director, contractor and agent shall evidence his/her receipt, reading and comprehension of this policy.
  2. Each employment offer letter or contract for services shall include the Code of Business Conduct and Ethics Policy and a certificate or form which must be executed as a part of the acceptance of an employment offer or contract for services agreement.
  3. Any violation of this policy shall be subject to disciplinary action. The specific form of disciplinary action taken shall depend on the nature of the infraction and shall range from a verbal warning through to termination of employment or the contract for services, or criminal prosecution.
  4. All officers, directors, employees, contractors and agents are obligated to report any wrongdoing or violation of this code of conduct or related policies, violation of accounting or internal controls, or any incidents of fraud or alleged fraud in accordance with Organto's Ethics Reporting Policy or Whistleblower Policy.

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CONFLICTS OF INTEREST

Organto respects your right to privacy in your personal activities and financial affairs. A principal purpose of this policy is to provide guidance to you in avoiding situations which are, or may appear to be, in conflict with your responsibilities to Organto.

It is essential you avoid any situation or interest which might interfere with your judgment with respect to your commitments and responsibilities to Organto. In determining whether a conflict is involved in a given situation, there is no substitute for your sound judgment and personal integrity applied to the particular facts involved. Generally speaking, a conflict of interest exists when an obligation or situation resulting from your personal activities or financial affairs may influence your judgment in the performance of your responsibilities to Organto. In the event of a possible conflict of interest, it is recommended that advice be solicited from the employee, contractor or agent's immediate supervisor, or a member of the Leadership team, as to the nature of the matter and options to mitigate.

All of our officers, employees, directors, contractors and agents are to conduct Organto's affairs on an "arms' length" basis and not engage in any business or financial activity that may conflict with the interest of Organto. For example, the selection of agents, contractors, distributors, suppliers, consultants and the like on behalf of Organto must be made solely on the basis of their ability to perform the required work competently and at competitive prices.

OUTSIDE FINANCIAL INTERESTS

If you have a financial interest in, are a director of, or perform work for a third party with whom the Company does business or competes, you must disclose that interest to the Company. Such financial interest in a third party includes stock ownership and any related trusts or estates, but excludes ownership of less than 5% of the third party's stock.

You should also bring to the attention of your immediate supervisor (see Ethics Reporting Policy) any situation in which the financial interest of an immediate family member or close friend could create the appearance of impropriety. Disclosure of these relationships will enable Organto to ensure that no conflict exists and that all dealings are consistent with the intent of this policy.

You are expected to disclose all potential conflicts of interest or confirming none exist by documenting on the signature page of the Corporate Policies.

GIFTS, GRATUITIES, ENTERTAINMENT AND TRAVEL

You must not accept any gift, entertainment or anything else which could be perceived by others to be of such value that it may interfere with your judgment concerning the giver of the gift. Generally, this means that gifts over a value of $250 CDN, or the applicable currency adjusted amount, are inappropriate and receipt of any gift having a value in excess of $100 CDN, or the applicable currency adjusted amount, should be disclosed (see Ethics Reporting Policy).

Officers, employees, directors, contractors and agents traveling or entertaining on Company business are representing Organto and are expected to conduct themselves with dignity and behave ethically at all times. Expenses incurred on business trips or entertaining should be reasonable and consistent with normal living standards. All are expected to manage expenses with proper prudence and financial scrutiny. Those who are in doubt as to the appropriateness of a specific travel or entertainment expense should consult with their immediate supervisor.

OUTSIDE WORK

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In addition to potential conflicts of financial interest, a conflict of time interest may exist if you undertake to engage in an independent business venture or to perform work or services for another business or organization, to the extent such outside activity impinges on, or conflicts with, your responsibilities to Organto. Any such outside interests must be disclosed (see Ethics Reporting Policy).

IMPROPER PAYMENTS

You may not authorize, make, or participate in, a payment of money or a gift on behalf of Organto of materials, equipment, services, facilities or anything else of value to:

  • any domestic or foreign government or governmental agency or official:
  • any non-governmental customer or prospective customer; or
  • any employee, agent or associate of such a person or entity for the purpose of promoting or retaining business for O r g a n t o or inducing the recipient to grant favorable treatment to, or forgo any claim against, Organto.

This does not preclude token gratuities that are consistent with the law and are approved in advance by the CEO or CFO, as appropriate.

CONFIDENTIAL AND PROPRIETARY INFORMATION

CONFIDENTIAL INFORMATION

You must exercise care not to disclose nonpublic information regarding Organto or its operations, customers, suppliers, employees and financial results among others. Of course, not all confidential information will be designated as such and it need not be in written form to require protection. You must be sensitive to the kinds of information that constitutes Organto's confidential and proprietary information, sometimes referred to as trade secrets. Confidential and proprietary information is that which is not known or available to the public and which might adversely affect Organto's interests if it were disclosed.

This information includes, but is not limited to, product and business plans, personnel data, production and sourcing plans, supplier data, customer data, contractual terms and relationships, budgets, financial results, customer lists and sales forecasts.

COMMON EXAMPLES OF CONFIDENTIAL INFORMATION INCLUDES:

  1. business and financial plans, details of contractual terms with employees, contractors and agents, inventions, reports, investigations, pricing strategies, supply sources, and product descriptions;
  2. computer programs (whether in the form of source code, object code or any other form including software, firmware, fonts and programmable array logic) specifically licensed or funded by third parties or created in-house, as well as formulas, methods, techniques, manuals, descriptions, instructions, explanations, improvements and the ideas, systems and methods of operations contained in such programs;
  3. artwork and images, whether manually or computer- generated;
  4. information concerning or resulting from research and development work performed by Organto or on its behalf;
  5. information concerning O r g a n t o ' s management, financial condition, financial operations, pricing formulas, purchasing activities, sales and marketing activities, pending negotiations (including termination of business relationships) and business plans;
  6. information acquired or compiled by Organto concerning actual, former or potential customers or clients;
  7. internal investigations;

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Organto Foods Inc. published this content on 13 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2023 18:14:07 UTC.