Business Conduct & Ethics Policy

Business Conduct & Ethics Policy

The Company recognizes the obligations it has towards those with whom it has dealings, including its staff, contractors, shareholders, customers, suppliers, competitors, and the community as a whole. The Company’s reputation, together with the trust and confidence of those with whom it deals, is a valuable asset.

It is the duty of all members of staff and contractors to protect the Company’s reputation and that of its operating subsidiaries and ensure that all conflicts of interest are avoided.

Your Responsibility
 At all times in the execution of your job, you have an obligation to promote the Company’s interests and avoid any situation which may involve a conflict of interest or the appearance of a conflict of interest between your personal interests and that of the Company. In addition, you have a responsibility to report to the director in charge of your division, any behavior that you believe may be illegal or unethical.

The Appearance of Conflict
 It is a common principle that even if conduct may not create an actual conflict if it is perceived to possibly create a conflict, the amount of damage that may be done to the reputation of the Company is the same. Therefore, this policy prohibits not only conduct that gives rise to a conflict of interest but also any conduct which would appear to create such a conflict.

Conflicts of Interest
 It is not possible to list every circumstance that may create a conflict of interest. Some common areas of conflict are discussed below. If you have any doubts regarding a possible conflict, you should discuss it with your manager.

Accepting Gifts, Entertainment and Favours
 It is not unusual for an individual or a company to give gifts or provide entertainment, meals, or tickets to events.

The receipt of gifts or favors by staff can give rise to embarrassing situations and may be seen as an improper inducement to grant some concession in return. Staff must not compromise either themselves or the company in conducting the Company’s business.

The following principles should be followed:

– Gifts or favors must not be solicited
– Gifts of money must never be accepted
– Reasonable small tokens and hospitality may be accepted provided they do not place the   recipient under any obligation, are not capable of being misconstrued, and can be         reciprocated at the same level.

Without the express authority of a director of the Company, the acceptance of gifts of more than a nominal value ($100) from entities doing or wishing to do business with the Company, or from competitors of the Company is prohibited under this policy as being a conflict of interest. Other conflicts such as excessive entertainment, services or substantial favours or benefits are also prohibited. Under no circumstances should cash be accepted for any reason.

All gifts, entertainment or favours offered, whether accepted or not, must be reported to the director in charge of your division.

Any gifts, entertainment or courtesies must not influence your business decisions. If accepting a gift influences your business judgement then the gift must be declined. Any offer which you think is given in order to influence your business decision should also be declined.

 Giving gifts, Entertainment and Favours
 The giving of any gifts, entertainment, or favors to any customer or supplier is prohibited without the prior approval of the director in charge of your division.

Any such activity is also prohibited if the Company will then receive or appear to receive an improper commercial advantage.

It is the Company’s policy to use suppliers of goods and services solely on the basis of price, quality, reliability, service, and long-term benefit to the Company. Suppliers must be dealt with in a fair and honest manner, with integrity and independent judgment. Misrepresentation, bribes, kickbacks, and any fraudulent activity are prohibited.

Company Assets
 No Company Assets, replaced parts, scrap or any item of value owned by or returned to the company shall be removed from the Company’s premises or control without the express permission of the director in charge of your division.

Application of This Policy
 The principles of this policy apply to all employees, directors, and sub-contractors of Arch Star and its wholly-owned subsidiaries, all of whom are accountable for compliance with this policy and any applicable laws.