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Compliance

Code of Business Conduct and Ethics

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About this Code of Business Conduct and Ethics

Seabras Group LLC and each of its’ subsidiaries (collectively, “Seaborn” or “Company”) is committed to conducting business in accordance with the highest standards of ethics and all applicable laws and regulations. This Code of Business Conduct and Ethics (this “Code”) sets forth the policies and practices that apply to how we conduct business, setting a clear expectation of the standards we must follow. This Code applies to all Seaborn employees and officers, and helps each of us in this effort by describing the fundamental principles and key policies that govern the conduct of our business.  Neither the adoption of this Code nor any description of its provisions constitutes a representation that all of its employees and officers are at any time in full compliance. Seaborn may amend this code of ethics policy from time to time.

Seaborn’s reputation for integrity and good ethical practices is among our most valued assets and is essential to our success as a company. This reputation depends upon the individual actions of directors, officers, employees, representatives, agents and consultants all over the world. We are committed to a standard of excellence in serving our customers ethically and with utmost respect and efficiency. We therefore encourage our people to work as a team, to take an active part in reaching our strategic goals and to feel pride in their work and Seaborn. Each of us is personally responsible and accountable for compliance with this Code. This Code will be enforced fairly and consistently, regardless of position in Seaborn.

This Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment.  Either you or Seaborn may terminate the employment relationship at any time, with or without cause.

Compliance with this Code is, however, mandatory and your compliance with it is a condition of employment. Your failure to always fully comply with it will subject you to discipline, up to and including termination of employment.  The requirements of this Code are in addition to any other Seaborn policies or requirements.

Meeting our Shared Obligation 

Each of us is responsible for knowing the policies and guidelines contained in this Code and putting it to work. However, this Code does not cover every situation you may encounter. If questions arise, ask them.  If there are ethical concerns, raise them.  If you feel uncomfortable about a situation or have any doubts about whether it is consistent with the Company’s ethical standards, seek advice and help from your manager, the General Counsel, Chief Financial Officer or Chief Executive Officer. You can report the matter confidentially by contacting your direct manager, General Counsel or Chief Financial Officer, or sending an email to Compliance@seabornnetworks.com.

There are no acceptable reasons for either violating this Code or not reporting either a known violation or one that is suspected in good faith. This Code strictly prohibits any form of retaliation against an employee for reporting a concern or violation in good faith. Our conduct, individually and collectively, must reflect Seaborn’s values, demonstrate ethical leadership and promote a work environment that upholds our reputation for integrity, ethical conduct and trust.

Failure to either read or acknowledge this Code does not exempt you from your responsibility to comply with it or with applicable laws and regulations.

  1. Integrity in All our Relationships 

Seaborn depends on its reputation for quality, service and integrity. The Company is committed to the highest standards of ethics and business conduct in all our relationships, whether with employees, directors, shareholders, customers, associates, suppliers, competitors, or the communities in which we operate and the environment we share.

Seaborn selects our suppliers based not only on the quality and cost of their services, but also their commitment to high standards of integrity and ethical business conduct. We fully expect those working on the Company’s behalf, including contractors and suppliers, to adhere to Seaborn’s ethical standards.

  1. Fair Treatment, Diversity and Inclusion

Seaborn recognizes and celebrates the unique value and contribution each employee brings to our workplace. We believe that a diverse and inclusive work culture is critical to the success of our Company and we are committed to fair employment practices in every aspect of its business. All Seaborn employees must comply with all applicable labor and employment laws and regulations, including anti-discrimination and anti-harassment laws.

Seaborn embraces cultural diversity and strictly prohibits its employees from unlawful discrimination or harassment on the basis of on race, religious creed (including religious dress and grooming practices), color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex (including pregnancy), gender, gender identity (including transgender identification), gender expression, age, sexual orientation, military and veteran status of any person, or any other consideration made unlawful by applicable law.  We expect our business partners, customers, vendors and suppliers to also conduct themselves in compliance with this policy. We will strive to ensure our workplace is a comfortable environment for everyone.

Seaborn’s anti-harassment policy includes a restriction of sexual harassment. Sexual harassment is a type of misconduct that can present itself in many forms. It can involve unsolicited remarks of a sexual nature made deliberately or repeatedly; questions, suggestions, annoying physical contacts of a sexual nature; or any comment, suggestion or decision based on consideration of a sexual nature that would compromise an employee’s career. Sexual harassment compromises the integrity of employees’ relationships and is detrimental to morale and productivity. It constitutes misconduct that will not be tolerated and may be subject to disciplinary action up to and including dismissal.

  1. Health and Safety at Work

Seaborn is committed to providing a safe and healthy work place for all of its employees, and each of us must strive to support this goal. In addition to complying with all applicable safety laws and regulations, employees must follow safety procedures and posted safety-related signs and use prescribed safety equipment. To help keep our work environment safe each of us must be observant of safety issues and immediately report any unsafe conditions or activities to their manager.

Drugs and alcohol in the workplace can pose a risk to everyone’s safety. The Company prohibits the illegal use, sale, purchase, transfer, possession or presence in one’s system of drugs, other than medically prescribed drugs, while on Company premises. Similarly, Seaborn policy prohibits the use, sale, purchase, transfer or possession of alcoholic beverages by employees while on Company premises, except as authorized by the Chief Executive Officer. Seaborn employees, agents and representatives must abide by the Company’s policies and applicable laws and regulations governing the possession or use of alcohol and drugs.

We are committed to providing a respectful and professional workplace that is free from acts or threats of violence, harassment or discrimination. Acts or threats or violence conflict with the Seaborn’s commitment to the health and safety of our employees and will not be tolerated. Any threatening behavior, even if made in jest or as a joke, must be reported immediately to your manager. However, if you feel threatened or you believe that someone else is in immediate danger, call local law enforcement authorities before reporting the situation to your manager.

The Company requires employees advise the General Counsel of any developments related to an employee’s criminal background, including disclosure on a confidential basis of any pending felony charge against them regardless of whether the charge relates to their Seaborn duties.

  1. Confidential Information 

Seaborn expects undivided loyalty to the interests of the Company, including protection of Seaborn’s trade secrets and its proprietary and confidential information. Employees frequently have access to sensitive business, financial and technical information relating to Seaborn’s business which is proprietary and confidential, and which must be protected from unauthorized or inadvertent disclosure.  Confidential information refers to all non-public information, in any form, emanating from Seaborn, its customers, vendors, suppliers or any other organization that relates in any way to the Company’s business or operations. Confidential information includes any information that by its nature should be reasonably construed as being confidential, whether or not it is marked “confidential.” Examples of confidential information include Seaborn financial data, strategy plans, business plans, operating plans, sales data, contracts, and employee information.

Safeguarding this information is of the highest priority responsibility of all employees, individually and collectively. Each of us must be careful to acquire this information only in an ethical and legal manner. We must preserve and protect trade secrets and confidential information. We may not share or divulge such information outside of Seaborn or discuss such matters with another employee unless such employee has a clear business need for the information. If you have any questions about this policy, please speak with the Legal and Compliance Department.  Likewise, employees are not to divulge the confidential information of their former employers and will not disclose any proprietary information of customers or suppliers unless properly authorized by the owner of such information.

Employees who leave Seaborn are obligated to maintain the confidentiality of confidential and proprietary information obtained or developed while employed by the Company.

  1. Maintaining Accurate and Complete Records

Seaborn strives to maintain accurate business records and to protect the Company’s funds and assets. Seaborn is committed to maintaining a system of internal controls that ensures compliance with applicable laws and regulations, and that promotes the full, accurate and timely disclosure of information in the Company’s reporting to internal management, its Board of Directors, external auditors and external parties, including regulatory and governmental authorities.

Each of us has a duty to ensure that Seaborn’s books and records are maintained with the utmost integrity, reflecting accurately and punctually all of the Company’s transactions, assets and liabilities.  All business records must be prepared with care and honesty, and maintained with appropriate levels of privacy and confidentiality. False, unlawful or misleading entries in the Company’s books or records, as well as unrecorded bank accounts, are strictly prohibited.  No transaction may be concealed from management or Seaborn’s internal or external auditors. Adequate accounting and auditing procedures and controls must be maintained and full compliance with Seaborn’s internal and external audit procedures is imperative. All Seaborn employees must immediately report any accounting or auditing irregularity to the Chief Financial Officer or General Counsel.

  1. Record Keeping and Retention

In the course of our operations, Seaborn produces and receives large numbers of documents. Applicable laws and regulations require the retention of certain Company documents for various periods of time, including confidential employee records. Seaborn is committed to compliance with these requirements and in so preserving these records the Company will identify, maintain, safeguard and destroy/retain as applicable records in its possession.  In certain circumstances, Seaborn may be required by law or regulation to disclose employee information to external organizations, including lawful garnishment, levies or support orders, and lender or creditor information requests authorized by an employee.

Any employee who learns of a subpoena or pending or contemplated litigation or government investigation should immediately notify the General Counsel or Chief Financial Officer.  In such event, you must retain and affirmatively preserve from destruction all records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until advised by the General Counsel as to how to proceed.

  1. Conflicts of Interest and Related Matters 

The identification and management of all conflicts of interest must be a fundamental consideration in all of your business activities. A “conflict of interest” occurs when your personal interests compete or conflict with the interests of Seaborn, or interfere with your ability to make independent, objective business decisions on behalf of the Company.  Each of us must avoid any situation that may involve a real or apparent conflict of interest.  In dealings with current or potential customers, suppliers, contractors and competitors, you must act in the best interests of the Company to the exclusion of personal advantage.  If you believe a situation may constitute a conflict of interest or could be perceived as such, disclose it immediately to your manager or the Legal Department.  Although we cannot list every conceivable conflict, some common examples include the following:

7.1  Gifts and Entertainment 

Gifts and entertainment must be appropriate, lawful and in line with Seaborn’s practices. Employees are expected to manage their business relationships with the utmost integrity. Your actions and decisions must be based on an impartial and objective assessment of each situation, free from the influence of gifts and similar favors that might compromise your judgment.  The choice of suppliers of goods and services should be predicated on competitive conditions of quality, price, service and other benefits to Seaborn. Seaborn must avoid both the fact and the appearance of improperly influencing relationships with other organizations or individuals with whom it deals.  The offer or acceptance of gifts and/or entertainment by you or a family member (including immediate relatives and/or household members) may present a conflict of interest or violate the law as described below.

Gifts of cash or cash equivalents (gift certificates, securities, loans, etc.) in any amount are strictly prohibited.  No gift or entertainment should ever be offered or accepted by you or a family member unless

An especially strict standard is expected with respect to gifts or entertainment of any kind from Seaborn’s suppliers and they should be reminded periodically of this Company policy. Notwithstanding the foregoing, commercial business entertainment that is reasonable in nature, frequency and cost is permitted. Unsolicited and reasonable business courtesies, entertainment or gifts, including a meal or occasional athletic or cultural event, or gifts of modest value (do not exceed $150USD) that are given and accepted without an express or implied understanding that the recipient is in any obligated by his or her acceptance of the gift or entertainment. Gifts that are outside these guidelines may not be accepted without the prior written approval of the General Counsel or Chief Financial Officer.

What may be acceptable in the commercial business setting may be entirely unacceptable if not unlawful in dealings with government. There are strict anti-corruption laws that govern providing gifts, entertainment, travel and other gratuities to government officials and employees.  Absent prior written approval from the General Counsel, no gift or entertainment may ever be offered or received by you or a family member if the recipient is employed by any local, state or federal government agency.

Giving or receiving any payment or gift in the nature of a bribe or kickback is absolutely prohibited.

Any employee who encounters an actual or potential conflict of interest, experience a situation where refusing a gift may jeopardize a Seaborn relationship, are requested to pay a bribe or provide a kickback or encounter a suspected violation of these guidelines must immediately report the situation to the General Counsel or Chief Financial Officer.

7.2 Outside Employment; Business Activity 

Employees may pursue and participate in employment or other business activities outside of normal working hours, provided such arrangement neither creates a conflict of interest, nor detracts from your performance and/or effectiveness while working for Seaborn. If you have other employment you must disclose such employment to your manager, so that the Company can evaluate whether a conflict of interest exists.  Any employee considering or already engaged in any outside business or income-producing activity should be aware that he/she:

7.3 Disclosure of Conflicts

Seaborn expects that employees will act in the best interests of the Company at all times. Each of us is responsible for avoiding conflicts of interest or the perception of conflicts of interest arising from outside activities. You must disclose all actual and potential conflicts of interests, including any material transaction or relationship that reasonably could give rise to a conflict of interest or a situation in which you believe that it may not be possible to avoid a conflict of interest. If in doubt, you should discuss the situation with your manager or the Legal Department. The failure to adhere to Seaborn’s conflict of interest policy, including the failure to disclose any actual or potential conflicts, will result in disciplinary action up to and including termination of employment.

  1. Compliance with Applicable Laws and Regulations

Seaborn and its’ employees are expected to comply at all times with all applicable laws and regulations.  The Company will not condone the activities of any employee who violates the law or engages in unethical business practices.  No activity may be carried on by Seaborn employees that will not stand the closest possible public scrutiny.

Accordingly, each of us must ensure that our conduct is not, and cannot be, interpreted as being in any way in contravention of the laws and regulations governing Seaborn’s business and operations.

8.1  Antitrust and Fair Competition

In general, antitrust and competition laws are designed to preserve competition by prohibiting agreements or actions that may restrain trade or reduce competition. Seaborn and its’ employees must exercise care to ensure that any dealings with representatives of other companies are not, and are not viewed, as a violation of any applicable competition law. In complying with these laws, we must avoid the following:

If a competitor or customer raises any of these topics with you, no matter how casually, you must stop the conversation and report the incident to your manager or the Legal Department. Because of the complexity of competition laws, the advice of the General Counsel should be sought if you have any questions about this subject.

8.2  Anti-Corruption

Seaborn’s Anti-Corruption Policy, the U.S Foreign Corrupt Practices Act and Brazil’s Anti-Corruption Law (#12.846/2013, as amended), the Decree #8.420/15, and the U.K. Bribery Act prohibit, among other things, bribery of government officials or agents, directly or through intermediaries, for any business-related purpose. Employees must strictly adhere to all legal requirements that apply to the Company’s business dealings. Seaborn employees who attend a meeting (including informal sessions like a meal) with any government official or agent are strongly encouraged to have at least one additional Seaborn employee or agent participate in that meeting. If you are unsure of how the law applies to your position or your duties, or you encounter any situation that you are uncertain how to handle, you must immediately contact the General Counsel for guidance.

8.3  Export Control and Sanctions

The U.S. Treasury Department’s Office of Foreign Assets Control and the U.S. Department of Commerce’s Bureau of Industry and Security require, among other things, compliance with U.S. government regulations implementing export controls and sanctions.  Seaborn may not engage in any transactions, including providing goods or services to, or acquiring goods or services from, any individuals against whom, or entities or jurisdictions against which the United States government has imposed sanctions. Under these laws, Seaborn employees are responsible for ensuring that they undertake reviews of all business partners who will benefit from the Company’s services. This includes the requirement that at the initiation of any new business relationship with a potential business partner, vendor or supplier, such party or individual be screened against the sanctions list.

8.4  Unfair Business Practices

Seaborn is committed to dealing honestly, ethically and fairly with employees, suppliers, vendors, customers and competitors. The Company and its employees must never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. We must ensure that our marketing and sales practices truthfully advertise and promote our services, and are not misleading or deceptive. Service descriptions and prices must be truthful and accurate and avoid any unethical or deceptive sales practices that misstate, confuse or mislead customers.

  1. Travel and Entertainment 

Travel and entertainment should be consistent with the needs of business.  Seaborn ‘s intent is that an employee neither loses nor gains financially as a result of business travel and entertainment.  Employees are expected to spend the Company’s money as carefully as they would their own.

Employees must get pre-approval from their manager prior to incurring any expense for which the employee intends to seek reimbursement.  Employees will be reimbursed for reasonable pre-approved expenses incurred in the course of business.

Employees who approve travel and entertainment expense reports are responsible for the propriety and reasonableness of expenditures, for ensuring that expense reports are submitted promptly and that receipts and explanations properly support reported expenses.

  1. Solicitation of Seaborn Employees 

In the interest of the orderly and efficient operation of our business, Seaborn employees may not solicit or promote support for any cause or organization during their working time or the working time of the employee(s) at whom such activity is directed.

Any solicitation of employees or distribution or circulation of Internet messages or written or printed material of any kind is prohibited unless approved in advance by the Chief Executive Officer or General Counsel. Exceptions will be permitted only when required by local laws or government regulations.

Such facilities as bulletin boards are for Seaborn business and sponsored activities, and must be restricted to those activities, unless approved by management.

Non-employees may not solicit or distribute literature on Seaborn owned or leased premises, including any parking areas which may be Company property, at any time.

  1. Risk Management 

Risk Management responsibilities extend well beyond Finance and Legal programs, involving all employees within Seaborn.  Each employee is responsible for working safely, in an environmentally friendly manner and maintaining his/her work-space within levels of hygiene and cleanliness appropriate for the task.

Anyone representing Seaborn in dealings with customers, suppliers, government or other third parties must ensure that the information they provide and commitments they make are within the limits approved by their manager or the Chief Financial Officer or Chief Executive Officer.  Most importantly, letters and written comments made and statistics provided on or about Seaborn activities are to be done only by persons authorized to do so, on behalf of the Company, and in compliance with Seaborn’s policies.

  1. Company Assets 

We are all entrusted with the care and use of Company assets with the expectation that they will be used for the benefit of, and as directed by Seaborn.  Using Company assets (whether physical, financial, or time) for your personal gain is a violation of this trust.  You may not obtain, use, or divert Seaborn property for your personal gain or benefit, or for the personal gain or benefit of anyone else.

You are responsible for the proper use and security of Seaborn property entrusted to you. You should ensure that all Company property assigned to you is maintained in good condition.  You should be able to account for such equipment at all times in accordance with established procedures.

Paper records should be properly filed and stored in order to protect them from loss, damage, or inadvertent disclosure of confidential information and to ensure ready access for reference.  All maintenance and backup procedures must be carefully followed to protect computer records.

Electronic mail and Internet connections are intended for business purposes of the Company.  Use of computers for personal gratification by employees is not permitted. When using Seaborn-provided equipment, systems and resources, such as computers, cell phones, Internet, e-mail, and voicemail, you should not expect that the information you access, send or receive is private, unless inconsistent with applicable privacy law.

Company time is a valuable asset.  We all have an obligation to be honest with time, to perform our jobs to the best of our abilities, and to report to work in a manner fit to perform all assigned duties.

If you have any doubt as to the appropriate use of any Seaborn property, assets, or services, ask your manager or the Legal Department.

  1. 1 Theft 

Theft of Seaborn assets is the most fundamental breach of the employment relationship.  The Company will not tolerate theft and will terminate the employment relationship and/or prosecute in such situations.

  1. Communication and information Systems

Seaborn’s computers, networks, communication systems and other IT resources, including those for e-mail and Company-provided Internet and intranet, are the property of Seaborn and must be used appropriately. These resources are intended for business purposes but may be used occasionally during non-working time for limited personal use that is not disruptive to Seaborn’s business, illegal, offensive or could reflect negatively on the Company’s image or reputation. Your use of these resources must comply at all times with Seaborn policies, including our anti- harassment policy.

  1. Media and Public Inquiries

It is important that one consistent voice speak on behalf of Seaborn. Employees who are not official spokespersons for the Company may not speak with the media or press, or make public statements on Seaborn’s behalf. The Company has designated the Chief Executive Officer as the sole authorized spokesperson for Seaborn. All requests for financial or other information from the media, press or any other organization should be referred to the Chief Executive Officer or Chief Financial Officer. Requests for information from regulators or government agencies should be referred to the General Counsel.

  1. Building Sustainable Supply Chains

Seaborn is committed to supporting the communities we work in, operating as good citizens who care about our shared environment and promoting values that foster human rights. We expect our suppliers to follow the same high standards of conduct that we uphold, including our Supplier Code of Conduct (which can be found at https://seabornnetworks.com/compliance/supplier-code-of-conduct/, and Human Rights policy (which can be found at https://seabornnetworks.com/compliance/human-rights-policy/), commitment to freedom of association and compliance with child labor and wage and hour laws, and refusal to use forced or involuntary labor, including any form of human trafficking.  Any employee who suspects or becomes aware that a Seaborn supplier is not acting in compliance with these standards of conduct must report it immediately to the General Counsel.

  1. Reporting Violations

Every employee holds a position of trust and part of this trust must be the obligation to report promptly, fairly and accurately any conduct or circumstance that may be contrary to this Code, relevant laws or regulations, or against the interests of Seaborn generally.  Although you may find this difficult to do, it is a critical component of any code of ethical conduct. In the vast majority of cases, violations are only detected by other employees.  As a result, failure to report violations can be as serious as the misconduct itself.

Employees must report known violations of this Code, violations that are suspected in good faith, or other matters pursuant to this Code.  You can report the matter confidentially by contacting your direct manager, General Counsel or Chief Financial Officer, or sending an email to Compliance@seabornnetworks.com

 

The person receiving the report must make a record of its receipt and must also keep a record of the disposition of the situation.  All information will be received in confidence to the extent practicable, consistent with the need to conduct an adequate investigation.  A summary of the issue together with its final disposition shall be handled promptly by Executive Management or the Board of Directors, as appropriate under the circumstances.

No retaliatory action will be permitted against an employee who makes a good faith report of a violation (Retaliations broadly defined to include conduct that intimidates, coerces, penalizes, or otherwise discriminates against a person because they have made or attempted to make a complaint or have participated in the investigation of a complaint.).  A manager or employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including the termination of employment.