Code of Conduct and Anti-Corruption Policy

Introduction

Florence Rose Group (FRG) is a marketing agency that partners with companies in highly regulated industries to help them with their online and offline marketing. We are committed to conducting our business with honesty, integrity, and respect for the law and the rights of others. We expect the same from our employees, contractors, agents, partners, and clients.

This Code of Conduct and Anti-Corruption Policy (the “Code”) outlines the principles and standards that guide our actions and decisions. It applies to all employees (including permanent, temporary, casual, contract, and students), officers, directors, contractors, and agents of FRG or any of its subsidiaries anywhere in the world. It also applies to our partners and clients when they are acting on our behalf or in relation to our business.

The Code is not intended to cover every possible situation that may arise in the course of our business. Rather, it provides a framework for making ethical and legal choices. In some cases, the Code may refer to other policies or procedures that provide more detailed guidance on specific topics. In case of any conflict or inconsistency between the Code and any other policy or procedure, the Code prevails.

The Code is not a contract and does not create any rights or obligations for FRG or any of its employees, contractors, agents, partners, or clients. FRG reserves the right to amend, modify, or terminate the Code at any time and without notice.

Compliance with Laws and Regulations

We comply with all applicable laws and regulations that govern our business in the countries where we operate. This includes, but is not limited to, laws and regulations relating to anti-corruption, anti-money laundering, anti-trust, data protection, intellectual property, labor and employment, taxation, and environmental protection.

We also respect the customs and cultures of the communities where we operate, as long as they do not conflict with our values or the Code.

We expect our employees, contractors, agents, partners, and clients to be familiar with the laws and regulations that apply to their roles and responsibilities within FRG or in relation to our business. If there is any doubt or uncertainty about the legality or appropriateness of any action or decision, we seek guidance from our managers, legal counsel, or compliance officer before proceeding.

Anti-Corruption

We do not tolerate any form of corruption in our business or in relation to our business. Corruption is the abuse of entrusted power for private gain. It includes bribery, kickbacks, facilitation payments, extortion, embezzlement, fraud, and money laundering.

Bribery is the offering, giving, promising, requesting, accepting, or agreeing to accept anything of value to influence the actions or decisions of another person or entity in order to obtain or retain an advantage in the course of business. A bribe can be cash, gifts, hospitality, entertainment, or anything else that has value to the recipient or benefits the recipient’s family members or friends.

Kickbacks are negotiated bribes in which an agreed upon commission or payment is paid to the bribe-taker in exchange for services rendered, such as ensuring that a particular contract is awarded to the organization that pays the kickback.

Facilitation payments are small payments made to low-level public officials to expedite or secure the performance of a routine or non-discretionary governmental action, such as issuing a permit, license, or visa.

Extortion is the use of threats, violence, or coercion to obtain something from another person or entity, such as money, information, or favors.

Embezzlement is the theft or misappropriation of funds or assets entrusted to one’s care or custody.

Fraud is the intentional deception or misrepresentation of facts for personal gain or to cause harm to another person or entity.

Money laundering is the process of concealing the origin, ownership, or destination of illegally obtained money by transferring it through legitimate businesses, banks, or other entities.

We do not engage in any form of corruption directly or indirectly through third parties acting on our behalf or in relation to our business. We do not offer, give, promise, request, accept, or agree to accept any bribes, kickbacks, facilitation payments, or anything else that could be considered as a corrupt practice. We do not participate in any extortion, embezzlement, fraud, or money laundering schemes. We do not use our position or influence within FRG or in relation to our business to obtain any improper benefit for ourselves or others.

We comply with all applicable anti-corruption laws and regulations that govern our business in the countries where we operate. This includes, but is not limited to, the Canadian Corruption of Foreign Public Officials Act (CFPOA), Canadian Criminal Code, the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, as well as other anti-corruption laws and conventions in the countries where we operate (collectively, the “Anti-Corruption Laws”).

We also adhere to the principles and standards of the United Nations Convention against Corruption1, the OECD Anti-Bribery Convention2, and the Anti-Corruption Ethics and Compliance Handbook for Business3.

We maintain accurate and complete records of all our transactions and activities in relation to our business. We do not falsify, alter, or conceal any information or documents that could facilitate or conceal any corrupt practice.

We report any actual or suspected violation of the Code or the Anti-Corruption Laws to our managers, legal counsel, or compliance officer as soon as possible. We cooperate fully with any internal or external investigation or audit related to corruption.

We do not retaliate against anyone who reports a violation of the Code or the Anti-Corruption Laws in good faith. We protect the identity and confidentiality of anyone who reports a violation of the Code or the Anti-Corruption Laws to the extent possible and permitted by law.

We provide regular training and education to our employees, contractors, agents, partners, and clients on the Code and the Anti-Corruption Laws. We monitor and review our compliance with the Code and the Anti-Corruption Laws on a regular basis and take corrective actions when necessary.

We expect our employees, contractors, agents, partners, and clients to act in accordance with the Code and the Anti-Corruption Laws at all times. Any violation of the Code or the Anti-Corruption Laws will result in disciplinary action, up to and including termination of employment or contract, legal action, and reporting to the relevant authorities.