LiveU Code of Business Conduct
This Code of Business Conduct (the “Code“) is a code of business and ethical conduct which applies to all directors, officers and employees of Lightning TopCo Limited and its subsidiaries (“LiveU” or the “Company“) and any person having a working relationship with LiveU. Each of our directors, officers and employees (together – “Employees“) is expected to uphold the standards expressed in this Code as specified. While these guidelines cannot anticipate or address every situation, they should provide a basis for the sound business decision making.
The Code is not designed to serve as a manual that covers every situation Employees may encounter. Instead, it is intended to serve as a guide that highlights key issues and identifies the policies and resources available to help the Employee make decisions under the same ethical values we all share.
LiveU’s partners, distributors, resellers, consultants and suppliers are expected to adhere to the principles of this Code.
2. CODE STATEMENT
Each of our Employees must observe the highest ethical standards and exercise proper judgment in all reporting obligations and business dealings. Special care is required in such dealings to ensure:
- Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
- Full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by LiveU under applicable law; and
- Compliance with applicable governmental rules and regulations.
3. CODE GUIDELINES
All Employees are expected to:
- Read and be familiar with this Code;
- Be familiar with all relevant laws and regulations that apply to their area of responsibility;
- Be aware of situations where questionable business conduct may arise and avoid those situations;
- Respect the rules of conduct of LiveU’s customers and partners;
- Treat fairly and without discrimination those within LiveU who report of suspected violations of this Code.
All managers should encourage Employees to share concerns and questions about appropriate conduct. Any questions can be directed to LiveU’s General Counsel or Chief Financial Officer (“CFO“).
4. CONFLICTS OF INTEREST
A conflict of interest arises when an Employee’s personal interest influences his or her financial or business decisions. It is important to note that a conflict may arise even if there is only an appearance of an influence. A conflict of interest may arise if any of the following conditions occur (this is not an exhaustive list):
- An Employee or a member of its immediate family is an officer, director, owner, agent or representative of LiveU’s professional adviser, partner, supplier, customer or competitor.
- An Employee holds a material financial interest in LiveU’s professional adviser, partner, supplier, customer or competitor.
- An Employee accepts personal favors from LiveU’s professional adviser, partner, supplier, customer or competitor.
- An Employee deals directly in the course of business with a spouse or immediate family member who is employed by a professional adviser, partner, supplier, customer or competitor.
- An Employee holds a personal financial interest in a transaction of LiveU with a third party.
All Employees must disclose all actual or apparent conflicts of interest to LiveU’s General Counsel or CFO.
5. ANTI-COMPETITIVE ACTIVITY
Employees should not engage in any activity that is or may be perceived as anti-competitive, including but not limited to, the following:
- Agreeing with a competitor to share market segments or regions, to set prices or terms of sale, or to boycott a third party;
- Intentionally attempting to cause a customer of a competitor to breach a contract with a competitor;
- Making false or misleading statements about a competitor’s products or services.
6. CONFIDENTIAL AND PROPRIETARY INFORMATION
- Confidential and/or proprietary information is any information in whatever form (written, oral, visual, electronic or otherwise) and of whatever nature relating to the business or affairs of the Company and/or of any of its affiliates and/or of any third party towards which the Company or any of its affiliates is bound by confidentiality obligations, and is not made public by the Company (“Confidential Information“). Such Confidential Information may include, but is not limited to, trade secrets, practices, procedures, processes, inventions, financial information, data, technology, engineering plans, customer lists and marketing plans.
- An Employee may not disclose to a third party any Confidential Information which the Employee may learn in the course of his or her employment. Employees should avoid disclosing Confidential Information and strive to prevent disclosure of Confidential Information, either by taking steps to safeguard the information or reporting violations of this confidentiality requirement by others.
- Confidential Information should be safeguarded with the highest level of care and should not be disclosed outside the Company. Employees should not disclose this information to any other person, except for other Employees or consultants who have a need to know for purpose of performing their relevant assignment properly, who are informed on the confidential nature of the Confidential Information and who are bound by a duty of confidentiality to the Company.
7. INTERNATIONAL BUSINESS CONDUCT
All U.S. based Employees employed or working in countries outside the U.S. will adhere to the following guidelines for conducting business in those countries.
- The Foreign Corrupt Practices Act, Anti-Corruption, Anti Bribery
The U.S. Foreign Corrupt Practices Act prohibits the Company from giving money or other things of value to officials of a foreign government in order to influence the code of that government, even if such gifts are considered customary in that country. In addition, it is a violation of this Code and United States law, and may be a violation of foreign law, to offer any form of bribe. Employees who are in the position of meeting or working with foreign officials should be thoroughly familiar with the Code and be aware of the foreign country’s laws as well. Any questions regarding conducting business with foreign officials should be referred to the General Counsel or CFO.
The Company prohibits any provision, offering or accepting of bribes of any variety to any person, whether private or public, either directly or through any third party. Bribery occurs when you offer, pay, seek or accept an improper payment, gift or advantage to influence a business or governmental outcome or decision. Engaging in bribery or turning a blind eye to your suspicions of bribery, can result in liability for the Company and for you personally. Bribes can be in the form of money, or anything else of value, such as a gift or donation, travel benefits, employment benefits, or any other advantage.
- Improper Payments or Favors
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by you unless it:
- is not a cash or cash equivalent gift;
- is consistent with customary business practices;
- is not excessive in value;
- cannot be construed as a bribe or payoff;
- would not embarrass the Company should public disclosure be made; and
- does not violate any laws or regulations.
Please discuss with your manager, the CFO or the Legal Department any gifts or proposed gifts that you are not certain are appropriate. Any gift-giving should be fully visible to management. It is critical that all expense report records accurately reflect gifts provided to any individual, government official or otherwise, in order to comply with tax and other legal reporting requirements.
- Anti-Boycott Code
It is a violation of U.S. federal law to cooperate with boycotts by foreign countries that discriminate against U.S. companies or individuals on the basis of race, religion, sex or national origin. Requests for information by a boycotting country must be reported promptly to the General Counsel or CFO.
8. BUSINESS DEALINGS WITH THE UNITED STATES AND OTHER GOVERNMENTS
In conducting business with agencies and branches of the United States and other countries’ governments, employees should be aware that there are specific laws and regulations which may govern such business conduct, in addition to this Code. Violation of these laws or regulations may cause LiveU to be disqualified from future bidding on government contracts, or lead to federal or state criminal liabilities, or civil penalties or to other restrictions.
Federal procurement laws have four main goals:
- To obtain the best possible products and services at the best possible price;
- To encourage competition among suppliers based on published specifications and evaluation criteria;
- To reduce or eliminate waste, abuse and fraud;
- To eliminate unfair competitive advantages.
For purposes of this Code, “government” refers to federal, state or local agencies of the executive branch but does not include the legislative branch. Employees engaging with the U.S. or other countries governments should follow all business conduct policies generally, with the following additional specifics in mind:
- Some government agencies and departments have strict requirements which govern acceptance of business favors. Employees must be familiar with these requirements and never offer any favor or gift, which is in violation of the applicable policy.
- Where a Company-offered favor falls within the exception to a government’s policy, Employees are still expected to comply with the Company’s policy of not creating any appearance of impropriety or other requirements as stated in this Code. All such favors must be properly accounted for.
- Certain federal agencies prohibit reciprocity. Employees who receive business favors or gifts from a government employee do not necessarily have to return the favor.
- Employees should be thoroughly familiar with the codes of conduct for the federal agencies with which they conduct business, as well as any other local or state agencies.
- Employees should strictly avoid giving even an appearance of the existence of a conflict of interest or unfair advantage when dealing with the government.
- Employees may not encourage a government employee to engage in any activity which the individual is prohibited from doing or which may result in the appearance of improper conduct.
- Employees should maintain an air of openness in dealings with government personnel, including meeting during regular business hours or meeting in regular business locations.
9. POLITICAL CONTRIBUTIONS
Employees may not use Company assets or funds to make political contributions to any candidates running for a political office. Examples of prohibited contributions include, but are not limited to, cash gifts, loans, gifts of tickets and trips.
10. ACCOUNTING AND FINANCE
Employees dealing in the financial and accounting activities of the Company shall at all times:
- Follow all applicable rules and regulations in performing their accounting and finance duties for the Company.
- In case of doubt or uncertainty in the handling of any accounting or finance matter, endeavor to seek independent counsel from a Senior Financial Officer such as CFO.
- Refrain from accepting instructions from those who are not qualified to make determinations in regards to the treatment of an accounting or finance issue.
- Take all reasonable measures to ensure that any and all information to be included in reports is accurate and complete.
- Be truthful and forthcoming during any formal or informal investigation of matters relating to the accounting or finance practices and procedures of the Company.
- Refrain from taking any action to fraudulently influence, coerce, manipulate or mislead any independent public or certified accountant engaged in the performance of an audit of the financial statements of the Company for the purpose of rendering such financial statements materially misleading or for any other improper purpose.
- Divulge to a Senior Financial Officer such as CFO in a timely manner any reports of misapplication of Company or governmental policies, rules and procedures which may have a deleterious effect on the financial condition or statements of the Company. If an Employee has reason to believe that the Senior Financial Officer such as CFO may not act on any such information, the Employee shall report the matter to the Chief Executive Officer (“CEO“).
11. MARKETING, ADVERTISING AND SALES
LiveU does not engage in false or misleading claims to its customers, partners, vendors, competitors or the public. The following specific policies apply:
- Marketing, advertising and sales materials will be clear and truthful. They will not contain false or exaggerated claims about LiveU products and services.
- Sales information about prices, products and services should be provided to customers and vendors in a way that avoids any appearance that it is being given in an underhanded or preferential way.
- Employees should not make any offers or promises on behalf of the Company that cannot be kept by the Company.
- Employees should not encourage or knowingly use third parties, such as agents, consultants or subcontractors, to perform any activities that are prohibited under this Code.
12. PUBLIC COMMUNICATIONS
- Specific LiveU departments have the responsibility of responding to questions from the public and/or media. Employees should generally direct such inquiries to the appropriate department as indicated below:
- Any inquiry by a member of the media should be referred to the CEO or CFO or the senior manager on site.
- Inquiries from shareholders or potential shareholders should be directed to the CEO or CFO or the senior manager on site (who should then direct the inquiry to the CEO or CFO).
- Other inquiries from the public should be referred to the designated contact person or, if unclear, to the senior manager on site. Employees should refrain from providing personal opinion or conjecture about LiveU or its activities to anyone not employed by LiveU.
- Social Media
Employees are encouraged to share LiveU’s successes in social media, while protecting Confidential Information and other proprietary information of LiveU, its clients, suppliers and partners. Employees may only share in social media such information that is already in the public domain. Copyright and fair use laws must always be observed. Avoid posting and/or sharing offensive, abusive, discriminatory, slanderous and/or false information. Do not use pictures, videos, copy, and other content owned by others for commercial benefit. Do not share colleagues’ personal data without their permission. Employees should identify themselves as a LiveU employee within the post discussing Company-related matters. Clearly state that personal opinions and content on Employees’ social media accounts are not approved or supported by LiveU. Employees should not represent or suggest that they are authorized to speak or post on LiveU’s behalf or that LiveU has reviewed and approved their content, unless a prior written authorization has been received from the Marketing Department and from the General Counsel. We encourage our Employees to consult with the Marketing Department and/or the General Counsel before posting to social media, in case of any uncertainty regarding the content of the post.
13. EQUAL OPPORTUNITY, ANTI-HARASSMENT AND ANTI SEXUAL HARASSMENT
- Equal Opportunity
LiveU is an equal opportunity employer and prohibits discrimination of any kind. LiveU is committed to the principle of equal employment opportunity for all employees and to providing Employees with a work environment free of discrimination. All employment decisions at LiveU are based on business needs, job requirements and individual qualifications, without regard to race, color, religion or belief, national, social or ethnic origin, sex (including pregnancy), age, physical, mental or sensory disability, HIV Status, sexual orientation, gender identity and/or expression, marital, civil union or domestic partnership status, past or present military service, family medical history or genetic information, family or parental status, or any other status protected by the laws or regulations in the locations where LiveU operates. LiveU will not tolerate discrimination based on any of these characteristics.
LiveU prohibits harassment of any kind, including sexual harassment, and will take appropriate and immediate action in response to complaints or knowledge of violations of this Code. For purposes of this Code, harassment is any verbal or physical conduct designed to threaten, intimidate or coerce an employee, co-worker, or any person working for or on behalf of LiveU.
The following examples of harassment are intended to be guidelines and are not exclusive when determining whether there has been a violation of this Code:
- Verbal harassment including comments that are offensive or unwelcome regarding a person’s national origin, race, color, religion, age, sex, sexual orientation, pregnancy, appearance, disability, gender identity or expression, marital status or other protected status, including epithets, slurs and negative stereotyping.
- Nonverbal harassment includes distribution, display or discussion of any written or graphic material that ridicules, denigrates, insults, belittles or shows hostility, aversion or disrespect toward an individual or group because of national origin, race, color, religion, age, gender, sexual orientation, pregnancy, appearance, disability, sexual identity, marital status or other protected status.
- Anti-Sexual Harassment
Sexual harassment is a form of unlawful employment discrimination under the laws or regulations in the locations where LiveU operates, and is prohibited under LiveU’s anti-harassment Code. According to the Equal Employment Opportunity Commission (EEOC), sexual harassment is defined as “unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature … when … submission to or rejection of such conduct is used as the basis for employment decisions … or such conduct has the purpose or effect of … creating an intimidating, hostile or offensive working environment.”
Sexual harassment occurs when unsolicited and unwelcome sexual advances, requests for sexual favors, or other verbal or physical conduct of a sexual nature:
- Is made explicitly or implicitly a term or condition of employment.
- Is used as a basis for an employment decision.
- Unreasonably interferes with an employee’s work performance or creates an intimidating, hostile or otherwise offensive environment.
- Sexual harassment includes:
- Verbal sexual harassment includes innuendoes, suggestive comments, jokes of a sexual nature, sexual propositions, lewd remarks and threats; requests for any type of sexual favor (this includes repeated, unwelcome requests for dates); and verbal abuse or “kidding” that is oriented toward a prohibitive form of harassment, including that which is sexual in nature and unwelcome.
- Nonverbal sexual harassment includes the distribution, display or discussion of any written or graphic material, including calendars, posters and cartoons that are sexually suggestive or show hostility toward an individual or group because of sex; suggestive or insulting sounds; leering; staring; whistling; obscene gestures; content in letters, notes, facsimiles, e-mails, photos, text messages, tweets and Internet postings; or other forms of communication that are sexual in nature and offensive.
- Physical sexual harassment includes unwelcome, unwanted physical contact, including touching, tickling, pinching, patting, brushing up against, hugging, cornering, kissing, fondling, and forced sexual intercourse or assault.
Courteous, mutually respectful, pleasant, noncoercive interactions between Employees that are appropriate in the workplace and acceptable to and welcomed by both parties are not considered to be harassment, including sexual harassment.
- Consensual Romantic or Sexual Relationships
LiveU strongly discourages romantic or sexual relationships between a manager or other supervisory employee and an employee who reports directly or indirectly to that person, because such relationships tend to create compromising conflicts of interest or the appearance of such conflicts. In addition, such a relationship may give rise to the perception by others that there is favoritism or bias in employment decisions affecting the staff employee. Moreover, given the uneven balance of power within such relationships, consent by the staff member is suspect and may be viewed by others, or at a later date by the staff member, as having been given as the result of coercion or intimidation. The atmosphere created by such appearances of bias, favoritism, intimidation, coercion or exploitation undermines the spirit of trust and mutual respect that is essential to a healthy work environment. If there is such a relationship, the parties need to be aware that one or both may be moved to a different department or other actions may be taken.
If any Employee enters into a consensual relationship that is romantic or sexual in nature with another Employee who reports directly or indirectly to that Employee, or if one of the parties is in a supervisory capacity in the same department in which the other party works, the parties must notify the Corporate VP HR or other appropriate corporate officer. Because of potential issues regarding quid pro quo harassment, LiveU has made reporting mandatory. This requirement does not apply to Employees who do not work in the same department or to parties where neither one supervises or otherwise manages responsibilities over the other.
Once the relationship is made known to LiveU, LiveU will review the situation with human resources in light of all the facts (reporting relationship between the parties, effect on co-workers, job titles of the parties, etc.) and will determine whether one or both parties need to be moved to another job or department. If it is determined that one party must be moved, and there are jobs in other departments available for both, the parties may decide who will be the one to apply for a new position. If the parties cannot amicably come to a decision, or the party is not chosen for the position to which he or she applied, the Corporate VP HR and senior management will decide which party will be moved. That decision will be based on which move will be least disruptive to the organization as a whole. If no other jobs are available for either party, the parties will be given the option of terminating their relationship or resigning.
No hardship, loss, benefit or penalty may be imposed on an Employee in response to:
- Filing or responding to a bona fide complaint of discrimination or harassment;
- Appearing as a witness in the investigation of a complaint;
- Serving as an investigator of a complaint;
- Lodging a bona fide complaint will in no way be used against an Employee or have an adverse impact on the individual’s employment status. However, filing groundless or malicious complaints is an abuse of this Code and will be treated as a violation.
Last Update: April 7th, 2022