Codes of Conduct

INTRODUCTION

Purpose and Scope

The Board of Directors of Anaqua, Inc. (the “Company”) adopted this Code of Conduct (this “Code”) to aid the Company’s directors, employees, and contractors in making ethical and legal decisions when conducting the Company’s business and performing their day-to-day duties. This Code applies to all directors, employees and contractors of the Company and its subsidiaries, and for purposes of this Code, the term “Company” refers collectively to the Company and its subsidiaries. 

The Company’s Board of Directors (the “Board”) is responsible for administering the Code. The Board has delegated day-to-day responsibility for administering and interpreting the Code to a Compliance Officer.  David McEvoy, our General Counsel, and Susan Grover, our Vice President, Human Resources, have each been appointed the Company’s Compliance Officers (together, the “Compliance Officer”) under this Code.

The Company expects its directors, employees and contractors to exercise reasonable judgment when conducting the Company’s business. The Company encourages its directors, employees and contractors to refer to this Code frequently to ensure that they are acting within both the letter and the spirit of this Code. If you have questions or concerns about this Code, the Company encourages you to speak with your supervisor (if applicable) or with the Compliance Officer under this Code.

Contents of this Code

This Code has two sections that follow this Introduction. The first section, “Standards of Conduct,” contains the actual guidelines that our directors, employees and contractors are expected to adhere to in the conduct of the Company’s business. The second section, “Compliance Procedures,” contains specific information about how the Code functions, including who administers the Code, who can provide guidance under the Code and how violations may be reported, investigated, and disciplined. This second section also contains information about waivers of and amendments to this Code.

A Note Regarding Other Obligations

The Company’s directors, employees and contractors generally have other legal and contractual obligations to the Company. This Code is not intended to reduce or limit the other obligations that you may have to the Company. Instead, the standards in this Code should be viewed as the minimum standards that the Company expects from its directors, employees and contractors in the conduct of its business.

I. STANDARDS OF CONDUCT

Overview

The Company understands that this Code will not contain the answer to every situation you may encounter or every concern you may have about conducting the Company’s business ethically and legally. However, a good rule to follow is to consider whether you would feel comfortable if your potential actions or dealings were made public – if the answer is no, you should reconsider proceeding and consult with your supervisor or one of the Compliance Officers. The Company’s business is centered on protecting and managing the intellectual property rights of its clients. The Company expect its directors, employees and contractors to follow the highest possible ethical standards in conducting business on behalf of the Company.

Conflicts of Interest

The Company recognizes and respects the right of its directors, employees and contractors to engage in outside activities that they may deem proper and desirable, provided that these activities do not impair or interfere with the performance of their duties to the Company or their ability to act in the Company’s best interests. In most, if not all, cases this will mean that our directors, employees and contractors must avoid situations that present a potential or actual conflict between their personal interests and the Company’s interests.

A “conflict of interest” occurs when a director, officer, or employee’s personal interest interferes with the Company’s interests. Conflicts of interest may arise in many situations. For example, conflicts of interest can arise when a director, employee or contractor takes an action or has an outside interest, responsibility or obligation that may make it difficult for him or her to perform the responsibilities of his or her position objectively and/or effectively in the Company’s best interests. Conflicts of interest may also occur when a director, employee or contractor or his or her immediate family member receives some personal benefit as a result of the director, officer or employee’s position with the Company. Each individual’s situation is different and in evaluating his or her own situation, a director, employee or contractor will have to consider many factors.

Any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest should be reported promptly to the Compliance Officer. The Compliance Officer may notify the Board as he or she deems appropriate. Actual or potential conflicts of interest involving a director or executive officer other than the Compliance Officer should be disclosed directly to the Compliance Officer. Actual or potential conflicts of interest involving a Compliance Officer should be disclosed directly to the Chief Operating Officer, or to the other Compliance Officer.

Compliance with Laws, Rules and Regulations

The Company seeks to conduct its business in compliance with applicable laws, rules and regulations. No director, employee or contractor shall engage in any unlawful activity in conducting the Company’s business or in performing his or her day-to-day company duties, nor should he or she instruct others to do so.

Protection and Proper Use of the Company’s Assets

The Company’s assets include its intellectual property rights, information systems, computers, servers, other equipment software code, documentation, correspondence, and communication facilities. Loss, theft and misuse of the Company’s assets have a direct impact on the Company’s business and its profitability. Directors, employees and contractors are expected to protect the Company’s assets that are entrusted to them and to protect the Company’s assets in general. Directors, employees and contractors are also expected to take steps to ensure that the Company’s assets are used only for legitimate business purposes, except for personal use of computers that complies with our Acceptable Use Policy.

One of the Company’s most important assets is its confidential information. Anaqua employees may learn of information about the Company, its clients, and other parties that is confidential and/or proprietary. As has always been the case, employees who have received or have access to such information are required to take special care to keep it confidential, as described below.

Corporate Opportunities

Directors, employees and contractors owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. Each director, employee or contractor is prohibited from: 

• disclosing or diverting to himself or herself any opportunities that are discovered through the use of the Company’s property or information, or as a result of his or her position with the Company, unless such opportunity has first been presented to, and rejected in writing by, the Compliance Officer of the Company;

• using the Company’s property or information or his or her position for improper personal gain; or

• competing with the Company.

Confidential Information

Confidential Information generated and gathered in the Company’s business plays a vital role in its business, prospects, and ability to compete. “Confidential Information” includes all non- public information that might be of use to competitors or harmful to the Company or its customers if disclosed. Directors, employees and contractors may not disclose or distribute the Company’s Confidential Information, except when disclosure is authorized by the Company or required by applicable law, rule, or regulation or pursuant to an applicable legal proceeding. Directors, employees and contractors shall use Confidential Information solely for legitimate company purposes. Directors, employees and contractors must return all of the Company’s Confidential Information and proprietary information in their respective possession to the Company when they cease to be employed by or to otherwise serve the Company.

Data Privacy

Access to confidential data may be limited to specific persons or departments and cannot be distributed outside of the workplace. Confidential data includes, but is not limited to, work phone directories, organizational charts, company policies, financial reports and forecasts, legal documentation, business strategy and internal memoranda. Such information is restricted to those employees with a business need to access, utilize and transmit such data. Employees may not disclose confidential data to anyone who is not a current employee of the company and who does not have a need to receive such data.

Fair Dealing

Competing vigorously, yet lawfully, with competitors and establishing advantageous, but fair, business relationships with customers and suppliers is a part of the foundation for long-term success. However, unlawful and unethical conduct, which may lead to short-term gains, may damage a company’s reputation and long-term business prospects. Accordingly, it is the Company’s policy that directors, employees and contractors must deal ethically and lawfully with the Company’s customers, suppliers, competitors, and employees in all business dealings on the Company’s behalf. No director, employee or contractor should take unfair advantage of another person in business dealings on the Company’s behalf through the abuse of privileged or confidential information or through improper manipulation, concealment, or misrepresentation of material facts.

Financial Integrity

The integrity, reliability, and accuracy in all material respects of the Company’s books, records and financial statements are fundamental to the Company’s continued and future business success. No director, employee or contractor may cause the Company to enter into a transaction with the intent to document or record it in a deceptive or unlawful manner. In addition, no director, employee or contractor may create any false or artificial documentation or book entry for any transaction entered into by the Company. Similarly, employees and contractors who have responsibility for accounting and financial reporting matters have a responsibility to accurately record all funds, assets and transactions on the Company’s books and records. All employees are expected to demonstrate financial integrity and fiscal responsibility in performing their work on behalf of the Company. This includes judicious spending in-line with budgets, negotiating the best, fair deals with vendors and customers, and following internal controls for authorization and documentation of financial transactions.

Political Contributions

Business contributions to political campaigns are strictly regulated by federal, state, provincial, and local law in the United States and other countries in which the Company conducts business. Accordingly, all political contributions proposed to be made with the Company’s funds must be coordinated through and approved by the Compliance Officer. Directors, employees and contractors may not, without the approval of the Compliance Officer, use any of the Company’s funds for political contributions of any kind to any political candidate or holder of any national, state, provincial or local government office. Directors, employees and contractors may make personal contributions, but should not represent that he or she is making any such contribution on the Company’s behalf. Similar restrictions on political contributions may apply in other countries. Specific questions should be directed to the Compliance Officer.

Gifts, Entertainment and Hospitality

Only nominal gifts and moderately priced business meals or business entertainment may be accepted from suppliers or given to a customer or client of the Company and even that must be done within established guidelines and with the full knowledge of the appropriate supervisors and managers. As a general guideline, business meals or business entertainment is acceptable as long as it is: modest, infrequent, in good taste, and where practicable, on a reciprocal basis; clearly related to the conduct of business; free from the pressure to grant special favors; and it does not violate any laws or the policy of the Company or the business with which the Company is dealing. All employees are urged to check the Code of Conduct of the Company’s customers and clients with whom they deal.

International Trade Controls

The United States and many other countries regulate international trade transactions, such as imports, exports and international financial transactions. Certain organizations and individuals are subject to trade sanctions, embargoes, and other restrictions under US law. In addition, certain countries are subject to sanctions and other restrictions under US law. It is the Company’s policy to comply with these laws and regulations. Each employee and contractor should learn and understand the extent to which United States and international trade controls are applicable to his or her respective roles and duties at the Company.

Human Trafficking and Slavery

It continues to be a priority for the Company to ensure that we trade ethically, source responsibly and work to prevent modern slavery and human trafficking throughout our organization and in our supply chain.

Discrimination

The Company is committed to creating a collaborative and diverse work environment. Each employee is expected to create a respectful workplace culture that is free of harassment, intimidation, bias and unlawful discrimination. The Company is an equal opportunity employer and employment is based solely on individual merit and qualifications directly related to professional competence. The Company strictly prohibits discrimination or harassment of any kind on the basis of race, color, religion, veteran status, national origin, ancestry, pregnancy status, sex, gender identity or expression, age, marital status, mental or physical disability, medical condition, sexual orientation or any other characteristics protected by law.

Anti-bribery and Compliance with Anti-Corruption Laws

The United States Foreign Corrupt Practices Act (the “FCPA”) prohibits giving anything of value, directly or indirectly, to officials of a foreign government or to foreign political candidates in order to obtain or to retain business, induce the foreign official to perform or omit any act in violation of his public duty, influence the foreign official to affect or influence any government action, or obtain any other business advantage.

In the United Kingdom, Anaqua is subject to the United Kingdom Bribery Act (together with the FCPA, the “Anti-Corruption Laws”), which prohibits bribes to any individuals, not just government officials.

In France, Anaqua is subject to the Sapin II law which aims to prevent corruption, increase transparency, reinforce the Company’s internal monitoring and risk management obligations and enhance protection for whistleblowers.

Directors, employees and contractors are strictly prohibited from offering, promising, paying or authorizing the payment, directly or indirectly, to a government official to influence or reward any act of such official, or otherwise making any payments or providing anything of value in violation of the Anti-Corruption Laws. State and local governments, as well as foreign governments, may have additional rules regarding such payments, such as the United Kingdom Bribery Act and France’s Sapin II law. Directors, employees and contractors shall comply with the FCPA and all other applicable anti-bribery, anti-kickback, and anti-corruption laws, rules, and regulations.

Money Laundering and Terrorist Financing

Money Laundering consists of the "laundering" of funds derived from criminal activities towards legal activities. Terrorist Financing consists of providing goods, services or funds that could be used for terrorist activities. The Company is committed to the international fight against money laundering and terrorist financing and opposes any conduct that could be intended to support such offenses.

All directors, employees and contractors must ensure that they comply with local regulations pertaining to money laundering and the financing of terrorism, which includes requesting the source of funds used for transactions with customers, where applicable. Any person who suspects that a contracting party is attempting to use the Company’s products or services for illegal purposes, such as money laundering or the financing of terrorism, must inform his or her manager and/or the Compliance Officer immediately.

It is our policy to comply with all applicable laws in the countries in which we do business. If business conduct in certain countries is less restrictive than outlined in this Code (or our policies), this Code should be followed. When in doubt, please contact the Compliance Officer.

II. COMPLIANCE PROCEDURES

Communication of Code

All directors, employees and contractors will be supplied with a copy of the Code upon the later of the adoption of the Code and beginning service at the Company. Updates of the Code will be provided from time to time. A copy of the Code is also available to all directors, employees and contractors by requesting one from the Human Resources department.

Monitoring Compliance and Disciplinary Action

The Company’s management, under the supervision of its Board, shall take reasonable steps from time to time to (i) monitor compliance with the Code, and (ii) when appropriate, impose and enforce appropriate disciplinary measures for violations of the Code.

Disciplinary measures for violations of the Code may include, but are not limited to, coaching, written warnings, suspension with or without pay, and/or termination of employment.

Reporting Violations/Procedure

Communication Channels

Be Proactive. Every employee and contractor is encouraged to act proactively by asking questions, seeking guidance and reporting suspected violations of the Code and other policies and procedures of the Company, as well as any violation or suspected violation of applicable law, rule or regulation arising in the conduct of the Company’s business or occurring on the Company’s property. If any employee or contractor believes that actions have taken place, may be taking place, or may be about to take place that violate or would violate the Code or any law, rule or regulation applicable to the Company, he or she is obligated to bring the matter to the attention of the Company, as described in the Seeking Guidance section that follows.

Seeking Guidance. The best starting point for an employee or contractor seeking advice on ethics-related issues or reporting potential violations of the Code will usually be his or her supervisor. However, if the conduct in question involves his or her supervisor, if the employee has reported the conduct in question to his or her supervisor and does not believe that he or she has dealt with it properly, or if the employee or contractor does not feel that he or she can discuss the matter with his or her supervisor, the employee or contractor may raise the matter with the Compliance Officer. If an employee or contractor is more comfortable reporting the concern anonymously, her or she may do so using our confidential whistleblower hotline. Please refer to the guidelines on Anonymity in the section that follows. Contact information is as follows:

Communication Channels. Any employee or contractor may communicate with the Compliance Officer, or report potential violations of the Code, by any of the following methods:

• In writing (which may be done anonymously as set forth below under “Anonymity”), addressed to the Compliance, by United States mail to c/o Anaqua, Inc., 31 St. James Avenue, Boston, MA 02116, United States
• By e-mail to complianceofficer@anaqua.com (anonymity cannot be maintained)
• Online at www.anaqua.ethicspoint.com (which may be done anonymously as set forth below under “Anonymity”)
• By Phone using our whistleblower hotline (which may be done anonymously as set forth below under “Anonymity”) 

Whistleblower Hotline Dialing Instructions per Country

Canada:

• 1-844-564-3374 (English)
• 1-855-350-9393 (Français)

France

• (France Telecom)… 0-800-99-0011
• (Paris Only)… 0-800-99-0111
• ……..0-800-99-1011
• ……..0-800-99-1111
• ……..0-800-99-1211
• (Telecom Development)……..0805-701-288
• At the English prompt dial 844-564-3374.

Germany

• 0-800-225-5288
• At the English prompt dial 844-564-3374.

India

• 080005 02318

Italy

• 800-172-444
• At the English prompt dial 844-564-3374.

Japan

• 0800-123-7028

Netherlands

• 0800 3510019

United Kingdom & Northern Ireland

• 0800 090 3185

United States

• 1-844-564-3374

Norway

• 800 18 920

Cooperation. Employees and contractors are expected to cooperate with the Company in any investigation of a potential violation of the Code, any other company policy or procedure, or any applicable law, rule or regulation.

Misuse of Reporting Channels. Employees and contractors must not use these reporting channels in bad faith or in a false or frivolous manner or to report grievances that do not involve the Code or other ethics-related issues.

Investigation. The Compliance Officers will initiate a preliminary investigation of a reported matter to determine the extent to which further action is necessary. Where the Compliance Officers determine that the matter is sufficiently serious, the Compliance Officers may ask management or the Board of Directors to conduct an internal investigation.

Disciplinary measures for violations of the Code may include, but are not limited to, counseling, oral or written reprimands, warning, probation or suspension with or without pay, demotions, reductions in salary, termination of employment or service and restitution.

 

Anonymity

When reporting suspected violations of the Code, the Company prefers that employees and contractors identify themselves to facilitate the Company’s ability to take appropriate steps to address the report, including conducting any appropriate investigation. However, the Company also recognizes that some people may feel more comfortable reporting a suspected violation anonymously and some countries may not permit anonymous reporting of such violations.

If an employee or contractor wishes to remain anonymous, he or she may do so, and the Company will use reasonable efforts to protect the confidentiality of the reporting person subject to applicable law, rule or regulation or to any applicable legal proceedings. In the event the report is made anonymously, however, the Company may not have sufficient information to look into or otherwise investigate or evaluate the allegations. Accordingly, persons who make reports anonymously should provide as much detail as is reasonably necessary to permit the Company to evaluate the matter(s) set forth in the anonymous report and, if appropriate, commence and conduct an appropriate investigation.

 

No Retaliation

The Company expressly forbids any retaliation against any officer or employee who, acting in good faith and on the basis of a reasonable belief, reports suspected misconduct. Specifically, the Company will not discharge, demote, suspend, threaten, harass, or in any other manner discriminate against, such employee or contractor in the terms and conditions of his or her employment. Any person who participates in any such retaliation is subject to disciplinary action, up to and including termination.

 

Updated: November 29, 2023