Conduct of Business Conduct

The Called Higher Studios Code of Conduct explains the fundamental values and standards of behavior that are expected from us in all aspects of our business.

In our daily activities, we have a fundamental responsibility to address a broad spectrum of issues. These include: preventing conflicts of interest, protecting company assets, safeguarding privacy and confidentiality, treating customers, business partners, team members and competitors with respect and honesty, fostering a diverse, and safe, healthy workplace.

Acting responsibly is central to achieving sustainable business success and is essential to the pursuit of our corporate goals.

The Code provides various rules and guidelines for ethical behavior based on our values, as well as applicable laws and regulations.

These values and standards reinforce our commitment to the highest levels of customer service, a working environment in which performance is recognized and people are respected.

1.INTRODUCTION

1.1   Scope: Who Does the Code Apply To?

The Code applies to everyone at Called Higher Studios, including all directors, executives and employees of Called Higher Studios, Inc., and its subsidiaries. Throughout the Code, we will refer to these companies as CHS.

1.2   Objectives

Collectively, we undertake to:

  • perform our work duties and conduct our business relationships with integrity and in a dynamic, straightforward, honest and fair manner

  • comply with laws that apply to us as well as with CHS policies and procedures

  • avoid conflicts of interest

  • foster a work environment based on mutual trust and respect and that encourages open communication

  • maintain a safe, healthy and secure workplace

  • protect the environment

  • support a culture in which ethical conduct is recognized, valued and exemplified

  • promptly report issues relating to the Code and potential violations, non-compliance with applicable laws, regulations or company policies or procedures and any other emergencies.

1.3   Reporting a Misconduct or Violation of the Code

Individual responsibility does not mean you are on your own when facing an ethical issue. Don’t be reluctant to ask any questions you might have on the Code or raise issues.

As part of CHS’s commitment to the highest standards of ethics, employees are encouraged to promptly report any actual or potential misconduct, Code or other company policy violations, malpractice, fraud, misappropriation of business property or any other illegal or unethical act or behavior, including accounting, internal accounting controls or auditing matters by an employee of CHS or by any business unit of CHS.

Any submission made by an employee regarding an unethical behavior will be treated on a confidential and anonymous basis, unless specifically permitted to be disclosed by the employee or unless required by law. Submissions will only be disclosed to those persons who have a need to know in order to properly carry out an investigation of the potential unethical behavior.

Any employee who in good faith reports an unethical behavior will be protected from threats of retaliation, discharge or other types of sanctions that are directly related to the disclosure of such unethical behavior.

No employee will be penalized for inquiring, in good faith, about apparently unethical behavior or for obtaining guidance on how to handle suspected illegal acts or policy violations. Further, CHS will not allow retaliation for reports made in good faith.

1.4   Responsibilities of Managers & Executives

We are all expected to perform our jobs with integrity and in a dynamic, straightforward, honest and fair manner. However, managers and executives have an enhanced role. This means:

  • setting an example by complying with the Code and all CHS policies at all times

  • ensuring that all employees have access to the Code (on-line or in paper format), that they know, understand and comply with its provisions and that they complete the annual review and sign off process

  • complying with security policies and the associated directives, procedures and standards

  • fostering an environment that encourages open communication and upholds sustainable development, health & safety, labour and ethics principles in every business decision and actions

  • immediately reporting violations of the Code or breaches of CHS policies and taking prompt and decisive disciplinary action when it has been established that the Code has been violated.

1.5   Penalties for Violations

Disciplinary action up to and including dismissal will be taken should an employee, manager or executive:

  • violate the Code or a CHS policy, disregard proper procedures or ask others to violate the Code or policy

  • deliberately fail to promptly report a violation or withhold relevant information concerning a violation

  • fail to cooperate in the investigation of a known or suspected violation

  • take action against an employee who reports a violation or breach of the Code or other policy.

2. PRINCIPLES OF ETHICAL CONDUCT

2.1   Personal Integrity

Ethical behaviour is an essential part of our job and is a personal responsibility we all share. It means performing our job fully and competently. It also means being accountable for our behaviour and for supporting the values, principles and standards upon which our reputation rests.

Many aspects of our business are governed by laws and regulations and compliance with such laws and regulations is basic to ethical conduct. CHS and its directors, executives, managers and other employees are expected to comply with the laws, rules and regulations of all countries in which we operate, as well as the expectations and requirements of our various regulators. These laws include, but are not limited to, telecommunications laws, securities laws, laws prohibiting the corruption of government officials, in the USA and abroad, as well as lobbying, environmental, health and safety and employment legislation.

Ethical behaviour, however, goes beyond mere compliance with the law. It involves thinking through the possible impact of our decisions on all interested parties - customers, employees, unions, business partners, suppliers, investors, government as well as the communities and environment in which we live and work.

Although the Code lays out the fundamental principles of ethical and legal conduct, it cannot anticipate every ethical dilemma or situation we may encounter as we perform our jobs. This would be impossible given the rapid evolution of the communications industry.

Consequently, we may often find ourselves caught in a situation or facing an ethical problem not explicitly covered in the Code. In this case, we must rely on our internal sense of what is right – our moral compass – to guide us in making the right decision.

2.2   Conflicts of Interest

As employees, managers and executives, our business loyalty rests in placing CHS’s interests – including those of its customers and shareholders – before our personal interests.

A conflict of interest arises whenever we allow, or appear to allow, personal interests or relationships to impair our judgment and ability to make decisions with integrity and honesty. By thinking of ourselves first, we may act in a way that is damaging, or potentially damaging, to CHS. We may also harm our personal reputation.

We must not use our position to influence or bypass CHS procedures for personal gain nor for the benefit of our family, friends, colleagues or anyone else.

If you have any doubts about a possible conflict, raise the matter with CHS management.

If there is an actual or potential conflict of interest, the employee must fill out any appropriate forms to be filed with an government agencies and the Company.

2.2.1 Conflicts of Interest Relating to Family and Personal Relationships

Each of us has a variety of personal relationships involving family and friends and sometimes our work and personal lives intersect.

We must disclose this relationship if it compromises, or threatens to compromise, our ability to act in CHS’s best interest. Speak to your manager or superior for further guidance. We should also be aware that bridging our personal and business lives may cause our competitors or suppliers – as well as colleagues within CHS – to believe we are in a conflict of interest. To avoid a conflict of interest, or prevent a situation from developing into a conflict of interest, you must inform your manager if, for example:

  • you are considering hiring a near relative, friend or co-habitant

  • you transact business on behalf of CHS with a near relative, friend or co-habitant

  • you have been employed by a competitor within the last two years

  • a near relative or co-habitant works for or has a financial interest in or is a major shareholder of a supplier or competitor.

If you are concerned that you may be in a conflict of interest, speak to your manager or management.

2.3   Improper Influence on the Conduct of Audits

Employees are prohibited from coercing, manipulating, misleading or fraudulently influencing CHS’s internal or external auditors at any time and especially when the employee knows or should know that his/her action, if successful, could result in rendering CHS’s financial statements misleading in any way.

2.4   Trading in Securities

2.4.1 Insider Trading

As a director or employee, you may become aware of undisclosed material information about CHS or any other company. Unless you are certain that this information has been officially publicly disclosed, it is illegal for you to:

  • trade in securities of CHS or any company to which the information relates

  • disclose such information (otherwise than in the necessary course of business and on a confidential basis) to another person – also known as “tipping” – even if the other person, the tippee, is related to you or is a friend. Trading or tipping by the tippee is also illegal.

Undisclosed material information refers to information that, if disclosed, could affect the market price of a company’s securities or is likely to be considered important by investors in determining whether to buy, sell or otherwise trade in such securities. Some examples of what could constitute undisclosed material information are financial results before they are publicly announced, significant planned acquisitions or dispositions, business information such as business plans and new products and services before they are launched.

At law, severe penalties may be imposed against you personally as a result of unlawful trading and tipping.

All employees are required to keep accurate records of their securities transactions and may be asked to report to CHS their holdings and investment transactions.

Even after CHS has officially publicly released material information, it is important to be sure that sufficient time has elapsed to enable the information to be disseminated to investors.

2.4.2 Short Sales, Calls and Puts

As a director or employee of CHS, you may not engage in the following activities with respect to CHS Inc.’s securities or the securities of any of its affiliates: (a) short sale; (b) sale of a call option and (c) purchase of a put option. While CHS is not listed on a public exchange, should one develop such as StartEngine Secondary or should CHS begin trading on an exchange in the future, these rules apply.

“Short selling” means selling shares you do not currently own and borrowing a third party’s shares in order to make delivery, the whole in expectation that the shares will decrease in value when you will buy back the shares and return them to the owner. Such process may lead to undue speculation and abuse and is therefore prohibited.

Puts and calls may also lead to the same abuse and therefore similar restrictions apply to the sales of call options and purchases of put options in respect of securities of CHS Inc. and its affiliates.

In summary, you cannot sell short securities of CHS Inc. or its affiliates, and you may not sell call options or buy put options over the same securities. You must exercise great caution in your trading in order to avoid inadvertent breaches of these restrictions.

2.5   Public Disclosure of Material Information

Only authorized executives can decide the timing and content of public disclosures regarding CHS. Examples include public filings with securities regulatory authorities or the issuance of news releases.

If you are not an authorized designated spokesperson, you must not respond under any circumstances (including on a “no-name” or “off the record” basis) to inquiries from, or voluntarily provide information to, the investment community or the media, unless specifically asked to do so by an authorized spokesperson.

Any inquiries need to be immediately referred to CHS’s Management.

2.6   Confidentiality of Customer and Employee Information

2.6.1 Customer Privacy

CHS has long been committed to maintaining the accuracy, confidentiality, security and privacy of customer information. It is essential that we protect the confidentiality of all non-public information entrusted to us by CHS or its customers, except when disclosure is authorized or legally mandated. Even seemingly mundane information might be of use to competitors, or harmful to CHS or its customers, if disclosed. Even unintentional disclosure can lead to identity theft or financial gain by third parties. Therefore, the best way to protect customer information is to limit access on a need-to-know basis. In addition, we must comply with the laws and regulations related to privacy that apply to CHS.

Unless a customer provides explicit consent or disclosure is pursuant to a legal power such as a search warrant, all information kept by CHS about its customers with the exception of listed name, address and telephone number, is confidential and cannot be disclosed or used, directly or indirectly, except for business purposes. We may only use this information for the purposes for which it was collected and that the customer would reasonably expect.

Recording, releasing or disclosing private customer information for personal gain or the benefit of another will result in immediate discipline up to and including dismissal, and may include civil or criminal prosecution. This may also expose CHS to substantive reputational harm and financial liability.

2.7   Work Environment

2.7.1 Mental Health

At CHS, we believe that the mental health of our team members is essential to achieving personal and organizational success and we are committed to leading by example in our own workplace by promoting mental health and supporting team members with a mental illness.

We expect every member of the CHS organization to take primary responsibility for their own health. Every employee also has a responsibility to contribute towards a workplace that promotes mental wellbeing.

CHS is committed to:

  • supporting employees experiencing mental illness through our workplace practices

  • providing resources and training to educate all team members about mental health

  • encouraging employees to take part in activities that contribute to their own mental health in the workplace.

2.7.2 Trust and Respect

Nothing is more basic to ethical behavior than trust and respect. Upholding these values enables us to build and cultivate more meaningful, richer relationships with fellow employees, customers, suppliers and shareholders. For this reason, we expect all our employees to respect their colleagues, team members and leaders.

We are committed to fostering a workplace which encourages open and honest communication, recognizes the intrinsic dignity and worth of all employees and values the diversity of employees, customers, suppliers and shareholders.

2.7.3 Diversity and Employment Equity

Diversity is an unwavering respect for each other’s uniqueness, including, but not limited to: culture, ethnicity, gender, gender identity/expression, age, religion, disability, sexual orientation, education and experiences. By valuing our differences, we can create an inclusive work environment based on merit and fairness where all employees achieve their full potential.

Employment equity is an important aspect of our diversity strategy. While diversity encompasses many different factors that make each of us unique, legislated employment equity programs focus on four designated groups: women, visible minorities, Aboriginal peoples and persons with disabilities. CHS is required to comply with the Employment Equity Act through workforce practices free of barriers to recruiting, retaining and promoting members of these designated groups. Ensuring equality in the workplace is not about hiring unqualified individuals but rather to ensure that the qualified members of the designated groups are given equal employment opportunities.

Employment equity and diversity programs also makes business sense. A diverse workforce brings CHS closer to its customers.

2.7.4 Discrimination and Harassment

We provide a workplace free of any type of personal harassment, including sexual harassment, intimidation and violence and are committed to an environment in which all workers can work safely.

We prohibit all types of unlawful discrimination, including harassment, whether directed against an individual or group, including employees, customers, suppliers and shareholders. This specifically includes discrimination based on race, national or ethnic origin, aboriginal or indigenous status, language spoken, religion, age, sex (including pregnancy or childbirth), gender identity/expression, sexual orientation, marital status, family status, veteran status, physical or mental disability and conviction for which a pardon has been granted.

Harassment is defined as vexatious behavior that is repetitive and hostile or unwanted that degrades, humiliates, embarrasses, affects or insults an employee’s dignity or integrity and that results in a harmful work environment for the employee. It may include:

  • threats, intimidation and/or verbal abuse, unwelcome remarks or jokes

  • unnecessary physical contact, such as touching, patting, pinching or punching

  • displaying sexist, racist or other offensive pictures, posters, e-mails or screen displays

  • any other action that may reasonably be perceived as offensive or degrading.

Sexual harassment includes offensive or humiliating behavior that is related to a person’s sex, as well as behavior of a sexual nature that creates an intimidating, unwelcome, hostile or offensive work environment, or that could reasonably be thought to put sexual conditions on a person’s job or employment opportunities. A few examples are:

  • questions and discussions about a person’s sexual life

  • commenting on someone’s sexual attractiveness or unattractiveness

  • displaying posters, calendars and/or screen displays of a sexual nature

  • writing notes, letters or e-mails of a sexually suggestive nature.

An employee who believes that he or she is being unlawfully discriminated against should tell the person to stop immediately. If there is imminent danger the matter should be reported to the police and/or emergency services as appropriate (dial 911). If the behavior or action persists, the employee should report the matter to his or her manager or to a more senior manager in the organization. Unionized employees may elect to contact their union representative; management employees may consult with their Human Resources representative.

2.7.5 Workplace Violence Prevention

We all have a right to work in an environment free from violence and threats. CHS prohibits all acts of physical, verbal or written aggression or violence. This applies whether the aggression is committed by one employee against another, or against anyone else an employee comes in contact with when carrying out his or her responsibilities.

It’s up to each employee to report any act, or threatened act, of violence to a manager or management. In situations of imminent danger call the police or local emergency services and then management. If the danger seems less imminent, take note of the facts: Who was involved?

Where and when did the incident take place? Were there any witnesses? Then report the incident to management. Corrective action will ensue as required.

CHS promotes a “zero tolerance” approach under which violence of any kind is not tolerated and may result in disciplinary measures up to and including termination of employment.

2.7.6 Health and Safety

At CHS, the health and safety of our team members and external stakeholders, including contractors, customers, and the general public, is an absolute priority. We also believe that a safe and healthy workplace is essential to achieving organization success, in all areas of our business. To support our commitment to team members, CHS will:

  • ensure due diligence in its approach to meet or exceed all applicable workplace health & safety laws and regulations identify, analyze and address health & safety hazards

  • establish processes and practices to support a safe workplace and prevent injuries

  • investigate health & safety incidents;

  • provide employee training to ensure adequate health & safety knowledge and competency

  • work in consultation with joint health & safety committees to uphold and evolve safe work practices and resolve any issues

  • set objectives to continuously improve our safety performance

  • regularly evaluate, monitor and report health & safety performance.