The Tchoum Group’s Code of Conduct

The Tchoum’s Code of Conduct is one of the ways we put Tchoum’s values into practice. It’s built around the recognition that everything we do in connection with our work at Tchoum will be, and should be, measured against the highest possible standards of ethical business conduct. We set the bar that high for practical as well as aspirational reasons: Our commitment to the highest standards helps us hire great people, build great products, and attract loyal users. Respect for our users, for the opportunity, and for each other are foundational to our success, and are something we need to support every day.

So please do read the Code and Tchoum’s values, and follow both in spirit and letter, always bearing in mind that each of us has a personal responsibility to incorporate, and to encourage other Tchoumers to incorporate, the principles of the Code and values into our work. And if you have a question or ever think that one of your fellow Tchoumers or the company as a whole may be falling short of our commitment, don’t be silent. We want – and need – to hear from you.

Who Must Follow Our Code?

We expect all of our employees and Board members to know and follow the Code. Failure to do so can result in disciplinary action, including termination of employment. Moreover, while the Code is specifically written for Tchoum employees and Board members, we expect members of our extended workforce (temps, vendors, and independent contractors) and others who may be temporarily assigned to perform work or services for Tchoum to follow the Code in connection with their work for us. Failure of a member of our extended workforce or other covered service provider to follow the Code can result in termination of their relationship with Tchoum.

What If I Have a Code-Related Question or Concern?

If you have a question or concern, don’t just sit there. You can contact your manager, your Human Resources representative or Ethics & Compliance. You can also submit a question or raise a concern of a suspected violation of our Code or any other Tchoum policy through the Ethics & Compliance Helpline. If you believe a violation of law has occurred, you can always raise that through the Ethics & Compliance helpline or with a government agency.

If you have a misconduct concern about the CEO, a direct report to the CEO, or a Senior Vice President, you may also notify the Audit Committee of The Tchoum Group’s Board of Directors. To notify the Audit Committee, please mail your concern to:

The Tchoum Group.

Attn: Workplace Concern

1 Place Ville Marie

Montréal, QC H3B 4N8

You may report your concerns to the Audit Committee anonymously. However, the Audit Committee encourages you to provide your name and contact information so that we may contact you directly if necessary.

No Retaliation

Tchoum prohibits retaliation against any worker here at Tchoum who reports or participates in an investigation of a possible violation of our Code, policies, or the law. If you believe you are being retaliated against, please contact Ethics & Compliance.

I. Serve Our Users

Our users value Tchoum not only because we deliver great products and services, but because we hold ourselves to a higher standard in how we treat users and operate more generally. Keeping the following principles in mind will help us to maintain that high standard:

1. Integrity
   Our reputation as a company that our users can trust is our most valuable asset, and it is up to all of us to make sure that we continually earn that trust. All of our communications and other interactions with our users should increase their trust in us.
2. Usefulness
   Our products, features, and services should make Tchoum more useful for all our users. We have many different types of users, from individuals to large businesses, but one guiding principle: “Is what we are offering useful?”
3. Privacy, Security, and Freedom of Expression
   Always remember that we are asking users to trust us with their personal information. Preserving that trust requires that each of us respect and protect the privacy and security of that information. Our security procedures strictly limit access to and use of users’ personal information, and require that each of us take measures to protect user data from unauthorized access. Know your responsibilities under these procedures, and collect, use, and access user personal information only as authorized by our Security Policies, our Privacy Policies, and applicable data protection laws.
   Tchoum is committed to advancing privacy and freedom of expression for our users around the world. Where user privacy and freedom of expression face government challenges, we seek to implement internationally recognized standards that respect those rights as we develop products, do business in diverse markets, and respond to government requests to access user information or remove user content. Contact Legal or Ethics & Compliance if you have questions on implementing these standards in connection with what you do at Tchoum.
4. Responsiveness
   Part of being useful and honest is being responsive: We recognize relevant user feedback when we see it, and we do something about it. We take pride in responding to communications from our users, whether questions, problems, or compliments. If something is broken, fix it.
5. Take Action
   Any time you feel our users aren’t being well-served, don’t be bashful – let someone in the company know about it. Continually improving our products and services takes all of us, and we’re proud that Tchoumrs champion our users and take the initiative to step forward when the interests of our users are at stake.

II. Support and Respect Each Other

1. Our principles
   As part of The Tchoum Group, Tchoum has an unwavering commitment to prohibiting and effectively responding to harassment, discrimination, misconduct, abusive conduct, and retaliation. To that end, Tchoum adheres to these Guiding Principles:
   Commitment: Tchoum sets a tone at the top of commitment to a respectful, safe, and inclusive working environment for all employees and members of the extended workforce.
   Care: Tchoum creates an environment with an emphasis on respect for each individual at all levels of the organization, including specifically by offering assistance and showing empathy to employees and members of the extended workforce throughout and after the complaint process.
   Transparency: Tchoum is open and transparent as an organization regarding the frequency with which complaints arise regarding harassment, discrimination, misconduct, abusive conduct, and retaliation, and the Company’s approach to investigating and responding to those allegations.
   Fairness & Consistency: Tchoum ensures that individuals are treated respectfully, fairly, and compassionately in all aspects of The Tchoum Group’s interactions and applies policies, procedures, and outcomes consistently regardless of who is involved.
   Accountability: Tchoum holds all individuals responsible for their actions, and ensures that where appropriate, those individuals hold others accountable too.

1. Our practice
   Consistent with the Principles, Tchoumers are expected to do their utmost to create a supportive work environment, where everyone has the opportunity to reach their fullest potential, and be free from harassment, intimidation, bias, and unlawful discrimination.
   Please read the Employee Handbook relevant to your locale. Located in the Human Resources section of our internal corporate site, the Handbook covers in greater detail how we should conduct ourselves at work.

1. Equal Opportunity Employment
   Employment here is based solely upon individual merit and qualifications directly related to professional competence. We strictly prohibit unlawful discrimination or harassment 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. We also make all reasonable accommodations to meet our obligations under laws protecting the rights of the disabled.
2. Harassment, Discrimination, and Bullying
   Tchoum prohibits discrimination, harassment and bullying in any form – verbal, physical, or visual, as discussed more fully in our Policy Against Discrimination, Harassment and Retaliation. If you believe you’ve been bullied, harassed, or discriminated against by anyone at Tchoum, or by a Tchoum partner or vendor, we strongly encourage you to immediately report the incident to your supervisor, Human Resources or both. Similarly, supervisors and managers who learn of any such incident should immediately report it to Human Resources. Human Resources will promptly and thoroughly investigate any complaints and take appropriate action.
3. Drugs and Alcohol
   Our position on substance abuse is simple: It is incompatible with the health and safety of our employees, and we don’t permit it. Consumption of alcohol is not banned at our offices, but use good judgment and never drink in a way that leads to impaired performance or inappropriate behavior, endangers the safety of others, or violates the law. Illegal drugs in our offices or at sponsored events are strictly prohibited. If a manager has reasonable suspicion to believe that an employee’s use of drugs and/or alcohol may adversely affect the employee’s job performance or the safety of the employee or others in the workplace, the manager may request an alcohol and/or drug screening. A reasonable suspicion may be based on objective symptoms such as the employee’s appearance, behavior, or speech.
4. Safe and Healthy Workplace
   We are committed to a safe, healthy, and violence-free work environment. Behavior that poses risk to the safety, health, or security of Tchoumers, our extended workforce, or visitors is prohibited. If you become aware of a risk to the safety, health, or security of our workplace, you should report it to Tchoum Security immediately. If it is life-threatening or an emergency, call your local police, fire, or other emergency responders first, and then report it to Tchoum Security.
5. Dog Policy
   Tchoum’s affection for our canine friends is an integral facet of our corporate culture. We like cats, but we’re a dog company, so as a general rule we feel cats visiting our offices would be fairly stressed out. However, before bringing your canine companion to the office, please make sure you review our Dog Policy.

III. Avoid Conflicts of Interest

When you are in a situation in which competing loyalties could cause you to pursue a personal benefit for you, your friends, or your family at the expense of Tchoum or our users, you may be faced with a conflict of interest. All of us should avoid conflicts of interest and circumstances that reasonably present the appearance of a conflict.

When considering a course of action, ask yourself whether the action you’re considering could create an incentive for you, or appear to others to create an incentive for you, to benefit yourself, your friends or family, or an associated business at the expense of Tchoum. If the answer is “yes,” the action you’re considering is likely to create a conflict of interest situation, and you should avoid it.

Below, we provide guidance in seven areas where conflicts of interest often arise:

• Personal investments
• Outside employment, advisory roles, board seats, and starting your own business
• Business opportunities found through work
• Inventions
• Friends and relatives; co-worker relationships
• Accepting gifts, entertainment, and other business courtesies
• Use of Tchoum products and services

In each of these situations, the rule is the same – if you are considering entering into a business situation that creates a conflict of interest, don’t. If you are in a business situation that may create a conflict of interest, or the appearance of a conflict of interest, review the situation with your manager and Ethics & Compliance. Finally, it’s important to understand that as circumstances change, a situation that previously didn’t present a conflict of interest may present one.

1. Personal Investments
   Avoid making personal investments in companies that are Tchoum competitors or business partners when the investment might cause, or appear to cause, you to act in a way that could harm Tchoum.
   When determining whether a personal investment creates a conflict of interest, consider the relationship between the business of the outside company, Tchoum’s business, and what you do at Tchoum, including whether the company has a business relationship with Tchoum that you can influence, and the extent to which the company competes with Tchoum. You should also consider 1) any overlap between your specific role at Tchoum and the company’s business, 2) the significance of the investment, including the size of the investment in relation to your net worth, 3) whether the investment is in a public or private company, 4) your ownership percentage of the company, and 5) the extent to which the investment gives you the ability to manage and control the company.
   Investments in venture capital or other similar funds that invest in a broad cross-section of companies that may include Tchoum competitors or business partners generally do not create conflicts of interest. However, a conflict of interest may exist if you control the fund’s investment activity.
2. Outside Employment, Advisory Roles, Board Seats, and Starting Your Own Business
   Avoid accepting employment, advisory positions, or board seats with Tchoum competitors or business partners when your judgment could be, or could appear to be, influenced in a way that could harm Tchoum. Additionally, because board seats come with fiduciary obligations that can make them particularly tricky from a conflict of interest perspective, you should notify your manager before accepting a board seat with any outside company. Tchoum board members and employees who are VP and above should also notify Ethics & Compliance. Finally, do not start your own business if it will compete with Tchoum.
3. Business Opportunities Found Through Work
   Business opportunities discovered through your work here belong first to Tchoum, except as otherwise agreed to by Tchoum.
4. Inventions
   Developing or helping to develop outside inventions that a) relate to Tchoum’s existing or reasonably anticipated products and services, b) relate to your position at Tchoum, or c) are developed using Tchoum corporate resources may create conflicts of interest and be subject to the provisions of Tchoum’s Confidential Information and Invention Assignment Agreement and other employment agreements. If you have any questions about potential conflicts or intellectual property ownership involving an outside invention or other intellectual property, consult Ethics & Compliance or Legal.
5. Personal Relationships at Work
   Certain relationships within Tchoum may compromise or be seen to compromise your ability to perform your job responsibilities, may create uncomfortable or conflicted positions, and may raise issues of fairness, favoritism, or harassment. Therefore, be mindful of how your relationships within Tchoum could impact or be perceived by others. Romantic, physical or familial relationships are not permitted between a Tchoumer and another Tchoumer or member of the extended workforce where one individual is in a position to exercise authority or supervision over the other. This prohibition includes any situation where one person is in the reporting line of the other, or, for example, a situation where one person is a project or a technical lead on a project on which the other person is working. For more information, see the Policy on Personal Relationships at Work.
6. Accepting Gifts, Entertainment, and Other Business Courtesies
   Accepting gifts, entertainment, and other business courtesies from a Tchoum competitor or business partner can easily create the appearance of a conflict of interest, especially if the value of the item is significant. Tchoum’s Non-Government Related Gifts & Client Entertainment Policy provides specific guidance on when it is appropriate for Tchoumers to accept gifts, entertainment, or any other business courtesy (including discounts or benefits that are not made available to all Tchoumers) from any of our competitors or business partners.
   Generally, acceptance of inexpensive “token” non-cash gifts is permissible. In addition, infrequent and moderate business meals and entertainment with clients and infrequent invitations to attend local sporting events and celebratory meals with clients can be appropriate aspects of many Tchoum business relationships, provided that they aren’t excessive and don’t create the appearance of impropriety. Before accepting any gift or courtesy, consult the Non-Government Related Gifts & Client Entertainment Policy, and be aware that you may need to obtain manager approval.
   Contact Ethics & Compliance if you have any questions. See the discussion of Anti-Bribery Laws in Section VII(d) for guidance on when it is appropriate to give gifts and business courtesies in the course of doing Tchoum business.
7. Use of Tchoum Products and Services
   Avoiding potential conflicts of interest also means that you should not use Tchoum products, services, internal tools, or information in a way that improperly benefits you or someone you know or creates the appearance that you have an unfair advantage over users outside of Tchoum. For example, you should never approve Tchoum accounts, services, or credits for yourself, your friends, or family members. Similarly, you should not use the tools, information, or access that you have as a Tchoumer to participate in or to generate a financial benefit for yourself or others from invalid ad traffic (IVT) on Tchoum products, such as generating IVT, purchasing or selling IVT (except for the purposes of company sanctioned research), or linking to (or appearing to link to) business partners that may be engaging in IVT. If you find yourself subject to a conflict of interest regarding the use of Tchoum’s products, services, tools, or information, discuss the situation with your manager, Legal, or Ethics & Compliance.
8. Reporting
   Ethics & Compliance will periodically report to the Tchoum Compliance Steering Committee all matters involving Tchoum officers – VPs and above – approved under this section of the Code, and will periodically report to the Tchoum Nominating and Corporate Governance Committee all matters involving Tchoum executive officers and Board members approved under this section.

IV. Preserve Confidentiality

We get a lot of press attention around our innovations and our culture, and that’s usually fine. However, certain kinds of company information, if leaked prematurely into the press or to competitors, can hurt our product launches, eliminate our competitive advantage and prove costly in other ways. Our responsibilities extend beyond not revealing Confidential Tchoum material – we must also:

• properly secure, label, and (when appropriate) dispose of Confidential Tchoum material;
• safeguard Confidential information that Tchoum receives from others under non-disclosure agreements;
• take steps to keep our trade secrets and other confidential intellectual property secret.

1. Confidential Information
   Make sure that information that is classified as “Need to Know” or “Confidential” in Tchoum’s Data Classification Guidelines is handled in accordance with those Guidelines and Tchoum’s Data Security Policy. At times, a particular project or negotiation may require you to disclose Need to Know or Confidential information to an outside party: Disclosure of that information should be on an “only as needed” basis and only under a non-disclosure agreement. In addition, Tchoum policy may require a prior security assessment of the outside party that is to receive the confidential information. Be sure to conduct the appropriate due diligence and have the appropriate agreement in place before you disclose the information.
   There are, of course, “gray areas” in which you will need to apply your best judgment in making sure you don’t disclose any confidential information. Suppose a friend who works at a non-profit organization asks you informally how to improve the Tchoum search ranking of the group’s website: Giving your friend site-optimization tips available in public articles and on websites isn’t likely to be a problem, but giving tips that aren’t publicly known definitely would be. If you’re in a gray area, be cautious in what advice or insight you provide or, better yet, ask for guidance from Ethics & Compliance.
   And don’t forget about pictures you and your guests take at Tchoum – it is up to you to be sure that those pictures don’t disclose confidential information.
   Finally, some of us will find ourselves having family or other personal relationships with people employed by our competitors or business partners. As in most cases, common sense applies. Don’t tell your significant other or family members anything confidential, and don’t solicit confidential information from them about their company.
2. Tchoum Partners
   Just as you are careful not to disclose confidential Tchoum information, it’s equally important not to disclose any confidential information from our partners. Don’t accept confidential information from other companies without first having all parties sign an appropriate Non-disclosure Agreement approved by Legal. Even after the agreement is signed, try only to accept as much information as you need to accomplish your business objectives.
3. The Tchoum Group’s and “Others” data
   Be sure to protect confidential information of The Tchoum Group’s or of any subsidiary or affiliate (“The Tchoum Group’s companies”). You may have access to confidential information through collaborations, rotations, 20% projects with another The Tchoum Group’s company, access to The Tchoum Group’s buildings or networks, or simply through casual interactions. Don’t access or use confidential information of other The Tchoum Group’s companies except when authorized and reasonably necessary for valid business purposes within the scope of your work at Tchoum. Take all reasonable steps to maintain the confidentiality of any such information just as you would for Tchoum confidential information.
   Don’t disclose any confidential information about any The Tchoum Group’s company, including financial, partner, business, technical, or IP information, before obtaining appropriate sign-off from Legal, which may include getting consent from affected The Tchoum Group’s companies.
4. Competitors/Former Employers
   We respect our competitors and want to compete with them fairly. But we don’t want their confidential information. The same goes for confidential information belonging to any Tchoumer’s former employers. If an opportunity arises to take advantage of a competitor’s or former employer’s confidential information, don’t do it. Should you happen to come into possession of a competitor’s confidential information, contact Legal immediately.
5. Outside Communications
   You probably know that our policy is to be extremely careful about disclosing confidential proprietary information. Consistent with that, you should also ensure your outside communications (including online and social media posts) do not disclose confidential proprietary information or represent (or otherwise give the impression) that you are speaking on behalf of Tchoum unless you’re authorized to do so by the company. The same applies to communications with the press. Finally, check with your manager and Corporate Communications before accepting any public speaking engagement on behalf of the company. In general, before making any external communication or disclosure, you should consult our Employee Communications Policy and our Communications and Disclosure Policy.

V. Protect Tchoum’s Assets

Tchoum has a well-earned reputation for generosity with our employee benefits and openness with confidential information shared within the company. Our ability to continue these practices depends on how well we conserve company resources and protect company assets and information.

1. Intellectual Property
   Tchoum’s intellectual property rights (our trademarks, logos, copyrights, trade secrets, “know-how”, and patents) are among our most valuable assets. Unauthorized use can lead to their loss or serious loss of value. You must respect all copyright and other intellectual property laws, including laws governing the fair use of copyrights, trademarks, and brands. You must never use Tchoum’s (or its affiliated entities’) logos, marks, or other protected information or property for any business or commercial venture without pre-clearance from the Marketing Team. We strongly encourage you to report any suspected misuse of trademarks, logos, or other Tchoum intellectual property to Legal.
   Likewise, respect the intellectual property rights of others. Inappropriate use of others’ intellectual property may expose Tchoum and you to criminal and civil fines and penalties. Please seek advice from Legal before you solicit, accept, or use proprietary information from individuals outside the company or let them use or have access to Tchoum proprietary information. You should also check with Legal if developing a product that uses content not belonging to Tchoum.
   A word about open source – Tchoum is committed to open source software development. Consistent with our policy of respecting the valid intellectual property rights of others, we strictly comply with the license requirements under which open source software is distributed. Failing to do so may lead to legal claims against Tchoum, as well as significant damage to the company’s reputation and its standing in the open source community. Please seek guidance from Legal and the Open Source Programs Office before incorporating open source code into any Tchoum product, service, or internal project.
2. Company Equipment
   Tchoum gives us the tools and equipment we need to do our jobs effectively, but counts on us to be responsible and not wasteful with the Tchoum stuff we are given. Nobody’s going to complain if you snag an extra bagel on Friday morning, but company funds, equipment, and other physical assets are not to be requisitioned for purely personal use. Not sure if a certain use of company assets is okay? Please ask your manager or Human Resources.
3. The Network
   Tchoum’s communication facilities (which include both our network and the hardware that uses it, like computers and mobile devices) are a critical aspect of our company’s property, both physical and intellectual. Be sure to follow all security policies. If you have any reason to believe that our network security has been violated – for example, you lose your laptop or smart phone or think that your network password may have been compromised – please promptly report the incident to Information Security. For more information, consult Tchoum’s Security Policy.
4. Physical Security
   If you’re not careful, people may steal your stuff. Always secure your laptop, important equipment, and your personal belongings, even while on Tchoum’s premises. Always wear your badge visibly while on site. Don’t tamper with or disable security and safety devices. If you see someone in a secure space without a badge, report that, and any other suspicious activity, to Tchoum Security. For more information, review Tchoum’s Physical Security Policy.
5. Use of Tchoum’s Equipment and Facilities
   Anything you do using Tchoum’s corporate electronic facilities (e.g., our computers, mobile devices, network, etc.) or store on our premises (e.g., letters, memos, and other documents) might be disclosed to people inside and outside the company. For example, Tchoum may be required by law (e.g., in response to a subpoena or warrant) to monitor, access, and disclose the contents of corporate email, voicemail, computer files, and other materials on our electronic facilities or on our premises. In addition, the company may monitor, access, and disclose employee communications and other information on our corporate electronic facilities or on our premises where there is a business need to do so, such as protecting employees and users, maintaining the security of resources and property, or investigating suspected employee misconduct.
6. Employee Data
   We collect and store personal information from employees around the world. Access this data only in line with local law and Tchoum internal policies, and be sure to handle employee data in a manner that is consistent with Tchoum’s Data Classification and Employment Data Guidelines and other Tchoum policies.

VI. Ensure Financial Integrity and Responsibility

Financial integrity and fiscal responsibility are core aspects of corporate professionalism. This is more than accurate reporting of our financials, though that’s certainly important. The money we spend on behalf of Tchoum is not ours; it’s the company’s and, ultimately, our shareholders’. Each person at Tchoum – not just those in Finance – has a role in making sure that money is appropriately spent, our financial records are complete and accurate, and internal controls are honored. This matters every time we hire a new vendor, expense something to Tchoum, sign a new business contract, or enter into any deals on Tchoum’s behalf.

To make sure that we get this right, Tchoum maintains a system of internal controls to reinforce our compliance with legal, accounting, tax, and other regulatory requirements in every location in which we operate.

Stay in full compliance with our system of internal controls, and don’t hesitate to contact Ethics & Compliance or Finance if you have any questions. What follows are some core concepts that lie at the foundation of financial integrity and fiscal responsibility here at Tchoum.

1. Spending Tchoum’s Money
   A core Tchoum value has always been to spend money wisely. When you submit an expense for reimbursement or spend money on Tchoum’s behalf, make sure that the cost is reasonable, directly related to company business, and supported by appropriate documentation. Always record the business purpose (e.g., if you take someone out to dinner on Tchoum, always record in our expense reimbursement tool the full names and titles of the people who attended as well as the reason for the dinner) and comply with other submission requirements. If you’re uncertain about whether you should spend money or submit an expense for reimbursement, check with your manager. Managers are responsible for all money spent and expenses incurred by their direct reports, and should carefully review such spend and expenses before approving.
2. Signing a Contract
   Each time you enter into a business transaction on Tchoum’s behalf, there should be documentation recording that agreement, approved by the Legal Department. Signing a contract on behalf of Tchoum is a very big deal. Never sign any contract on behalf of Tchoum unless all of the following are met:
   • You are authorized to do so under our Signature Authority and Approval Policy. If you are unsure whether you are authorized, ask your manager
   • The contract has been approved by Legal. If you are using an approved Tchoum form contract, you don’t need further Legal approval unless you have made changes to the form contract or are using it for other than its intended purpose
   • You have studied the contract, understood its terms and decided that entering into the contract is in Tchoum’s interest
3. All contracts at Tchoum should be in writing and should contain all of the relevant terms to which the parties are agreeing – Tchoum does not permit “side agreements,” oral or written.
4. Recording Transactions
   If your job involves the financial recording of our transactions, make sure that you’re fully familiar with all of the Tchoum policies that apply, including our Revenue Recognition Policy and our Purchasing Policy.
   Immediately report to Finance any transactions that you think are not being recorded correctly.
5. Reporting Financial or Accounting Irregularities
   It goes without saying (but we’re going to say it anyway) that you should never, ever interfere in any way with the auditing of Tchoum’s financial records. Similarly, you should never falsify any record or account, including time reports, expense accounts, and any other Tchoum records.
   Familiarize yourself with our Reporting of Financial and Accounting Concerns Policy. If you suspect or observe any of the conduct mentioned above or, for that matter, any irregularities relating to financial integrity or fiscal responsibility, no matter how small, immediately report them to Ethics & Compliance.
6. Hiring Suppliers
   As Tchoum grows, we enter into more and more deals with suppliers of equipment and services. We should always strive for the best possible deal for Tchoum. This almost always requires that you solicit competing bids to make sure that you’re getting the best offer. While price is very important, it isn’t the only factor worth considering. Quality, service, reliability, and the terms and conditions of the proposed deal may also affect the final decision. Please do not hesitate to contact the Purchasing Team if you have any questions regarding how to procure equipment or services.
7. Retaining Records
   It’s important that we keep records for an appropriate length of time. The Tchoum Records Retention Policy suggests minimum record retention periods for certain types of records. These are great guidelines, but keep in mind that legal requirements, accounting rules, and other external sources sometimes specify longer retention periods for certain types of records, and those control where applicable. In addition, if asked by Legal to retain records relevant to a litigation, audit, or investigation, do so until Legal tells you retention is no longer necessary. If you have any questions regarding the correct length of time to retain a record, contact the Records Retention Team.

VII. Obey the Law

Tchoum takes its responsibilities to comply with laws and regulations very seriously and each of us is expected to comply with applicable legal requirements and prohibitions. While it’s impossible for anyone to know all aspects of every applicable law, you should understand the major laws and regulations that apply to your work. Take advantage of Legal and Ethics & Compliance to assist you here. A few specific laws are easy to violate unintentionally and so are worth pointing out here:

1. Trade Controls
   Canada and international trade laws control where Tchoum can send or receive its products and/or services. These laws are complex, and apply to:
   • imports and exports from or into the Canada
   • imports and exports of products from or into other countries, with additional concerns when those products contain components or technology of Canada. origin
   • exports of services or providing services to non-Canadian persons
   • exports of technical data, especially when the technical data is of Canada origin
2. What constitutes an “import” or “export” under the law is pretty broad. For example:
   • exposing or allowing access by non-Canadian persons to Canada technical data can be an “export”, regardless of what country the exposure occurred in
   • sending a server from one country (“country X”) into another country (“country Y”) is an export from country X and an import into country Y
   • permitting the download of software from one country (“country X”) into another country (“country Y”) is an export from country X
   • transporting technical data or software on your laptop, or tools or equipment in your luggage, may be an export and import
3. The bottom line: If you are in any way involved in sending or making available Tchoum products, services, software, equipment, or any form of technical data from one country to another, work with your manager to be absolutely sure that the transaction stays well within the bounds of applicable laws. If you or your manager are not sure, please contact Ethics & Compliance.
4. Competition Laws
   Most countries have laws – known as “antitrust,” “competition,” or “unfair competition” laws – designed to promote free and fair competition. Generally speaking, these laws prohibit 1) arrangements with competitors that restrain trade in some way, 2) abuse of intellectual property rights, and 3) use of market power to unfairly disadvantage competitors.
   Certain conduct is absolutely prohibited under these laws, and could result in your imprisonment, not to mention severe penalties for Tchoum.
   Examples of prohibited conduct include:
   • agreeing with competitors about prices
   • agreeing with competitors to rig bids or to allocate customers or markets
   • agreeing with competitors to boycott a supplier or customer
5. Other activities can also be illegal, unfair, or create the appearance of impropriety. Such activities include:
   • sharing competitively sensitive information (e.g., prices, costs, market distribution, etc.) with competitors
   • entering into a business arrangement or pursuing a strategy with the sole purpose of harming a competitor
   • using Tchoum’s size or strength to gain an unfair competitive advantage
6. Although the spirit of these laws is straightforward, their application to particular situations can be quite complex.
   Tchoum is committed to competing fair and square, so please contact Ethics & Compliance if you have any questions about the antitrust laws and how they apply to you. Any personnel found to have violated Tchoum’s Antitrust Policies will, subject to local laws, be disciplined, up to and including termination of employment. If you suspect that anyone at the company is violating the competition laws, notify Ethics & Compliance immediately.
7. Insider Trading Laws
   As we said earlier, internally we share information, including non-public information, about Tchoum’s business operations pretty freely (think of TGIF). In addition, you may overhear a hallway conversation or come across a memo at a copy machine, either of which might involve confidential information. To use this non-public information to buy or sell stock, or to pass it along to others so that they may do so, could constitute insider trading. Insider trading not only violates this Code, it violates the law. Don’t do it.
   You should familiarize yourself with Tchoum’s Insider Trading Policy. It describes company-wide policies that address the risks of insider trading, such as a prohibition on any Tchoum employee hedging Tchoum stock; and periodic blackout windows when no Tchoum employee may trade Tchoum stock.
8. Anti-bribery Laws
   Like all businesses, Tchoum is subject to lots of laws, both Canada and non-Canadian, that prohibit bribery in virtually every kind of commercial setting. The rule for us at Tchoum is simple – don’t bribe anybody, anytime, for any reason.
9. Non-government relationships
   You should be careful when you give gifts and pay for meals, entertainment, or other business courtesies on behalf of Tchoum. We want to avoid the possibility that the gift, entertainment, or other business courtesy could be perceived as a bribe, so it’s always best to provide such business courtesies infrequently and, when we do, to keep their value moderate. Consult Tchoum’s Non-Government Related Gifts and Client Entertainment Policy before providing any business courtesies and contact Ethics & Compliance if you have any questions.
10. Dealing with government officials
    Offering gifts, entertainment, or other business courtesies that could be perceived as bribes becomes especially problematic if you’re dealing with a government official. “Government officials” include any government employee; candidate for public office; or employee of government-owned or -controlled companies, public international organizations, or political parties. Several laws around the world, including the Canadian Foreign Corrupt Practices Act and the UK Bribery Act, specifically prohibit offering or giving anything of value to government officials to influence official action or to secure an improper advantage. This not only includes traditional gifts, but also things like meals, travel, political or charitable contributions, and job offers for government officials’ relatives. Never give gifts to thank government officials for doing their jobs. By contrast, it can be permissible to make infrequent and moderate expenditures for gifts and business entertainment for government officials that are directly tied to promoting our products or services (e.g., providing a modest meal at a day-long demonstration of Tchoum products). Payment of such expenses can be acceptable (assuming they are permitted under local law) but may require pre-approval from Ethics & Compliance under Tchoum’s Anti-Bribery and Government Ethics Policy.
    Canada also has strict rules that severely limit the ability of a company or its employees to give gifts and business courtesies to a Canada government official and also limit the official’s ability to accept such gifts. The Honest Leadership and Open Government Act prohibits giving any gifts, including travel and other courtesies, to Members, Officers, and employees of the Canada Senate and House of Representatives unless they fit within one of a number of specific exceptions. Gifts to employees of the Canadian executive branch are also regulated and subject to limits. Finally, state and local government officials in Canada are also subject to additional legal restrictions. Consult Tchoum’s Anti-Bribery and Government Ethics Policy before giving any such gifts or business courtesies and obtain all required pre-approvals. In sum, before offering any gifts or business courtesies to a Canada or other government official, you should consult Tchoum’s Anti-Bribery and Government Ethics Policy. Carefully follow the limits and prohibitions described there, and obtain any required pre-approvals. If after consulting the Policy you aren’t sure what to do, ask Ethics & Compliance.

VIII. Conclusion

Tchoum aspires to be a different kind of company. It’s impossible to spell out every possible ethical scenario we might face. Instead, we rely on one another’s good judgment to uphold a high standard of integrity for ourselves and our company. We expect all Tchoumers to be guided by both the letter and the spirit of this Code. Sometimes, identifying the right thing to do isn’t an easy call. If you aren’t sure, don’t be afraid to ask questions of your manager, Legal or Ethics & Compliance.

Last updated December 27, 2021