CODE OF ETHICS
Perch Corporate Group
Code of Ethics and Business Conduct
Last Updated: October 22, 2021
1. INTRODUCTION
Whele LLC dba Perch and its affiliates (the “Company” or “we”) has achieved success because it has built its reputation on integrity and fair dealing and we are committed to conducting business in accordance with the highest ethical standards. Maintaining the Company’s image and reputation is the responsibility for each of us and we must conduct business every day in a way that maintains these high ethical standards.
This Code of Ethics and Business Conduct (the “Code”) describes behavior and conduct required of all Company employees and representatives, regardless of your role, position, or relationship with the Company, including our employees, officers, directors, agents, distributors, representatives, contractors, customers, suppliers, consultants and any others assisting or rendering services to or on behalf of the Company (each, a “Party”).
The guiding principles in this Code are designed to deter wrongdoing and to help us adhere to the highest level of ethical conduct in all our activities, including our relationships with other Parties.
Each Party is expected to know and comply with this Code and the following basic principles that must be followed when doing business with or on behalf of the Company:
Respect and obey the law at all times;
Avoid conflicts of interests that may compromise the Company;
Understand the appropriate use of Company assets and confidential information;
Account for and disclose all information about the Company honestly and according to professional and legal requirements;
Treat each other and other Parties fairly and with respect and dignity and maintain a safe working environment; and
How to report any violations and consequences for failure to comply.
This Code is not intended to supersede, modify or alter existing Company policies and procedures, such as policies maintained by the Company’s Human Resources Department, the Company’s Policy Against Harassment and Discrimination, the Company’s Conflict of Interest Policy, the Company’s Acceptable Use of Electronic Resources Policy or the Company’s Antibribery and Anti-Corruption Compliance Policy, some of which are referenced in this Code. It is intended that this Code be read together with such policies and other documents.
2. COMPLIANCE WITH LAWS
We are committed to conducting our business affairs in compliance with all applicable laws, rules and regulations.
In line with our culture of compliance and accountability, employees and other Parties are expected to have a basic understanding of the major laws and regulations that apply to their work. As a company that provides its products and services globally, the Company and its Parties are subject to the laws and regulations of the various jurisdictions in which our business is conducted. It is each colleagues’ responsibility to know and understand the laws and regulations applicable to your role and responsibilities and to comply with these laws and regulations at all times.
While it is impractical to list all applicable laws in this Code, a few widely applicable legal requirements are described here:
Anti-bribery and Anti-corruption Laws - The Company does not tolerate corruption in connection with any of our business dealings. Bribery (including “kickbacks”) in all forms is prohibited by the Company, regardless of whether there is a “corrupt” or improper intent or not. As such, Company employees and other Parties must never, directly or indirectly, give, ask for, or take a bribe or kickback in any form, including giving, promising, offering, or authorizing payment of anything of value to obtain or retain business, to secure some other improper advantage, or to improperly influence a government official’s actions, offering or providing corrupt payments and other advantages to or accepting the same from private (non-government) persons and entities and “facilitating” (or expediting) payments (even if permitted by local law and even where they are accepted business practice). Please consult our Anti-bribery and Anti-corruption Compliance Policy for more detailed information on our policies in this area and if you still have questions, please contact any member of the Legal Department.
Antitrust and Competition Laws - Every Company employee and other Parties should be aware of the antitrust laws that govern the Company’s business (known in much of the world as “competition laws”). Antitrust laws are designed to protect the free market and encourage competition and are very complex. The Company’s business activities are subject to the antitrust and competition laws of numerous jurisdictions, including the United States and its individual states as well as other countries and jurisdictions in which the Company conducts business. In general, our employees and other Parties should treat business partners, competitors and other stakeholders and decisionmakers fairly. This means we should not take unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or other unfair practices. Antitrust and competition law is a complex subject but in general these laws prohibit activities aimed at preventing or restricting free competition, abusing intellectual property rights or using market power to unfairly disadvantage competitors. Competition laws apply to formal and informal communications and if you are involved in trade association activities or in other situations involving informal communications among competitors, customers, end-users, contractors, subcontractors, suppliers, or other Company business colleagues, you must be especially alert to the requirements of the law in the jurisdiction in which you conduct business.
Doing Business Internationally - Various U.S. laws and regulations govern the import and export of goods, services, and technologies and apply to the Company’s business dealings internationally. Compliance with U.S. laws, regulations, and Executive Orders governing import and export controls and economic sanctions, as well as compliance with the U.S. Foreign Corrupt Practices Act (the “FCPA”) is a requirement. A particular part of the export regulations prohibits U.S. companies and individuals from furthering or supporting the boycott of Israel sponsored by the Arab League and certain other countries, including complying with certain requests for information designed to verify compliance with the boycott. These requests may come in invitations to bid, purchase order or contractual terms, letters of credit, or in other communications. Compliance with such requests may be prohibited by the Export Administration Regulations (the “EAR”) and may be reportable to the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”). See also the Company’s Trade Compliance Policy for more information.
Insider Trading and Confidentiality - Our employees and other Parties must not improperly, either directly or through a third-party, use inside or nonpublic information, about the Company or another company such as customers, end-users, contractors, suppliers, and others that is learned in the course of conducting business with or on behalf of the Company for any personal purposes. See below for more information on how Company confidential information should be treated.
Any questions or concerns regarding compliance with these complex and frequently changing laws and regulations, should be brought to the attention of any member of the Legal Department and any known or suspected violations should be reported immediately (see Section 7 below for details).
3. CONFLICTS OF INTEREST
A conflict of interest is any activity that is inconsistent with or opposed to the Company’s best interest, or that gives the appearance of impropriety or divided loyalty. Each employee and other Party must avoid an overlap of personal interest with such person’s Company responsibilities or that creates a perception of an inappropriate conflict. All employees must disclose actual or potential conflicts of interest at the time of hiring and on an ongoing basis to a member of the Human Resources or Legal Departments, which will make appropriate determinations in accordance with this Policy. This includes actual or potential conflicts involving business or financial interest or family or other personal relationships. Please keep in mind that a deliberate action does not need to be taken in order to create an actual, potential, or the appearance of a conflict of interest - it can arise simply as a result of circumstances.
A conflict of interest occurs when an employee or other Party is in a position to make or influence a Company business or financial decision that may result in gain or perceived gain to such Party; to a family or other person with whom the Party has a close relationship; or a business or other nonprofit affiliation of an employee or other Party. A business or financial conflict can arise when the benefit accrues to an organization in which the Party serves or is negotiating in the future to serve.
Conflicts of interest may not always be clear-cut. To help identify a conflict, think about your personal or business interest from another person’s point of view and 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 the Company. If the answer is “yes,” the action you’re considering is likely to create a conflict of interest situation, and you should avoid it.
Use good judgment, and if you are unsure about a potential conflict of interest, please contact a member of the Human Resources or Legal Department and any known or suspected violations should be reported immediately (see Section 7 below for details). See also the Company’s Conflict of Interest Policy.
4. PROTECTION AND PROPER USE OF COMPANY ASSETS AND CONFIDENTIAL INFORMATION
Company employees and other Parties have an obligation to treat company assets appropriately and to keep Company confirmation information confidential. Including as follows:
Company Assets - Employees and other Parties use Company assets every day, including computers, phones, software, vehicles, facilities, supplies, data and intellectual property. You should protect these assets against loss, damage or theft and use them only for legal, appropriate reasons in accordance with Company guidelines (including its Acceptable Use of Electronic Resources Policy).
Confidential Information - Information and intellectual property generated and gathered in our business is also a valuable Company asset. Protecting these assets plays a vital role in our continued growth and ability to compete. Intellectual property includes copyrights, patents, trademarks, product and package designs, brand names and logos, inventions and trade secrets. Confidential information includes financial, marketing, strategic and other internal business information regarding, referring or relating to the Company (regardless of whether it is marked as “confidential”). At all times, employees and other Parties should take precautions to protect our intellectual property and confidential business information including not talking about or sharing information about these things in public places or forums (such as social media). As part of our day-to-day operations we also come into contact with the personal information of customers, job candidates, business partners and other employees. It is critical that you keep personal information safe and follow all applicable data privacy laws and Company policies for collecting, storing, using, sharing and disposing of personal information. Please note, the obligation of confidentiality does not extend to situations where the disclosure transmittal of the information is required by law or by a court or governmental agency with jurisdiction over the recipient.
Please contact any member of the Legal Department with any questions about confidential, proprietary or company-owned assets and any known or suspected violations should be reported immediately (see Section 7 below for details). See also the Company’s Acceptable Use of Electronic Resources Policy.
5. TRUTH AND ACCURACY; RECORD-KEEPING
Honesty and integrity are expected everyday behavior from Company employees and other Parties in dealings with any other Parties, third-parties, government personnel, or anyone else. Making false statements is unethical, is prohibited under this Code, and in certain circumstances is illegal and can carry severe consequences for not only the colleagues involved, but for the Company. All documents and communications concerning conducting business with or on behalf of the Company must be truthful, complete, and accurate. False, incomplete, or inaccurate statements are not tolerated by the Company.
Employees with legal, financial or management obligations must ensure our financial records are complete and accurate and internal controls are honored. Inaccurate financial reporting could undermine investor confidence, impact our reputation and subject the Company to fines and penalties.
Please contact any member of the Legal Department with any questions about truth and accuracy or record-keeping requirements and any known or suspected violations should be reported immediately (see Section 7 below for details).
6. NON-DISCRIMINATION; HARASSMENT; SAFETY
The Company is committed to creating a work environment in which everyone is empowered to develop, to contribute, and to succeed and we do not tolerate harassment or discrimination. Creating an inclusive environment where employees and other Parties feel comfortable, safe, and free from inappropriate and disrespectful conduct is one of our core values. This applies to interactions with other employees and other Parties and any other interactions where you represent the Company.
Non-Discrimination - The Company is committed to maintaining a work environment in which all individuals are treated with respect and dignity. Each individual has the right to work in a professional atmosphere that promotes equal employment opportunities in all aspects of employment and personnel matters (including, without limitation, recruiting and hiring, job assignment, compensation, opportunities for advancement (including promotion and transfers), evaluation, benefits, training, discipline, and termination), and prohibits discriminatory practices, including harassment. It is the Company’s policy to ensure equal employment opportunity without discrimination or harassment on the basis of race; color; religion or creed; sex or gender (including pregnancy, childbirth, breastfeeding or related medical conditions); age; physical or mental disability; medical condition; military or veteran status; national origin or ancestry; citizenship status; genetic information; marital and partnership status; sexual orientation; gender identity or expression; or any other characteristic protected by law. We also prohibit discrimination based on the perception that anyone has any of those characteristics, or is associated with a person who has or is perceived as having any of those characteristics. We also make all reasonable accommodations to meet our obligations under laws protecting the rights of the disabled.
Harassment not Tolerated - The Company is committed to maintaining a workplace free from violence and unlawful harassment of any kind (such as oral, written, visual, or electronic) for any reason, including sexual harassment and other unlawful harassment on the basis of race; color; religion or creed; sex or gender (including pregnancy, childbirth, breastfeeding or related medical conditions); age; physical or mental disability; medical condition; military or veteran status; national origin or ancestry; citizenship status; genetic information; marital and partnership status; sexual orientation; gender identity or expression; or any other characteristic protected by applicable state or federal laws. Without limitation, this policy governs conduct both in the workplace and at any other location where a Company-sponsored event takes place and applies to treatment of all Parties.
Safety - The Company is committed to providing a safe and healthy workplace. Company employees and other Parties are responsible for maintaining a safe and healthful work environment that meets the Company’s safety practices and guidelines, as well as all applicable laws, regulations, and rules. Our employees and other Parties are expected to follow all applicable health and safety rules and practices and to report accidents, injuries and unsafe conditions, procedures, or behaviors. Employees are also expected to report to work in a condition to perform their duties, free from the influence of illegal drugs or alcohol.
Corporate Social Responsibility - We take corporate citizenship seriously and support the efforts of local volunteers and charities. All employees and other Parties are encouraged to engage in the greater community and support charitable organizations and causes and minimize impacts on the environment.
Please contact any member of the Human Resources or Legal Departments with any questions about employment and workplace safety and any known or suspected violations should be reported immediately (see Section 7 below for details). See also the Company’s Policy Against Harassment and Discrimination.
7. COMPLIANCE WITH THIS POLICY AND REPORTING PROCEDURE
Any suspected violation of this Code must be reported to the Company immediately. All questions or concerns regarding this Code should be directed to a member of the Legal Department. Parties may also report violations on this anonymous reporting link (see https://perch-privacy.my.onetrust.com/whistleblower/75162528-428e-43dd-ad35-ca1222205ecb/84bd0f04-9326-43e3-976d-e76b91de3997) or call the toll-free phone numbers found here: (844) 241-8915, Perch HQ Pin - 169927.
Suspected violations will be reviewed and investigated as appropriate and may lead to disciplinary action. If you would be more comfortable doing so, you may submit your reports anonymously via the hotline referred to above. Your information will be shared only with those who have a need to know, such as those involved in answering your questions or investigating and correcting issues you raise. The Company will not retaliate – and will not tolerate any kind of retaliation – for reporting a concern in good faith.
A violation of this Code can lead to severe civil and criminal penalties and reputational harm to our Company. Company employees that violate these laws can also face severe civil and criminal penalties, including jail time. A violation of this Code could also result in disciplinary actions including, but not limited to, termination of employment or other contractual relationships.
Failure to report a violation of this Code constitutes an independent violation of this Code that is subject to discipline, up to and including termination of employment or contractual relationship.