Translation Global Exchange Corp. (“Translation Global Exchange” or the “Company”) is committed to maintaining high standards of business conduct and ethics. This Code of Conduct (the “Code”) reflects the business practices and principles of behaviour that support this commitment. Translation Global Exchange requires its directors, officers, employees, agents, representatives and contractors (collectively, “Representatives”) to comply with this Code in the performance of their business responsibilities for Translation Global Exchange.
The Code sets forth broad principles of conduct that are particularly important to maintaining honest and ethical dealings in the course of Translation Global Exchange’s business. As this Code is based on principles and may not cover every possible situation that may arise, Translation Global Exchange’s Representatives must apply common sense, together with their own highest personal ethical standards, and seek appropriate guidance in making business decisions aligned with the principles in the Code. From time to time Translation Global Exchange may adopt additional policies and procedures to further its commitment to honest and ethical dealings, and require its Representatives to comply, if applicable, with them.
Any Translation Global Exchange’s Representative who violates the Code may be subject to disciplinary action, which may range from a warning or reprimand to severing of the Representative’s relationship with Translation Global Exchange (e.g., termination of employment in the case of an employee) and, in appropriate cases, civil legal action or referral for criminal prosecution.
1. Honest and Ethical Conduct
The integrity and reputation of Translation Global Exchange depends on the honesty, fairness and integrity brought to the job by each person associated with the Company. Unyielding personal integrity is the foundation of corporate integrity. It is the policy of Translation Global Exchange to promote high standards of integrity by conducting its affairs in an honest and ethical manner. Translation Global Exchange reserves the right to cease dealing with any persons whose activities, past, present or impending, may bring Translation Global Exchange’s good reputation into question in any respect.
2. Legal Compliance
Obeying the law, both in letter and in spirit, is the foundation of this Code. Translation Global Exchange’s success depends upon each of its Representatives operating within applicable laws. Translation Global Exchange’s Representatives must therefore understand the legal and regulatory requirements applicable to their areas of responsibility sufficient to comply therewith in the day to day conduct of business, and to determine when to seek advice from legal advisors for circumstances or facts that may arise from time to time.
Disregard of the law will not be tolerated. Violation of applicable laws may subject an individual, as well as Translation Global Exchange, to civil and/or criminal penalties. All conduct, communications and records, including emails, may be subject to internal and external audits, and to discovery by third parties in the event of a government investigation or civil litigation.
Translation Global Exchange operates internationally and its Representatives are expected to comply with the applicable laws in all countries in which they conduct or to which they travel while on Translation Global Exchange’s business. In particular Translation Global Exchange’s Representatives shall be aware of, and comply with laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. The fact that, in some countries, certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance.
Where questions arise in the area of legal compliance, the guidance of Translation Global Exchange’s Legal Counsel should be sought through inquiry of any of its Directors. When in doubt, Representatives must seek assistance before taking any action.
3. Insider Trading and Securities Laws
Translation Global Exchange is not a publicly traded company but it will be involved occasionally in the business of providing professional translation services to clients who are, or seek to be, publicly traded. It is therefore critical that Translation Global Exchange and its Representatives comply with applicable securities laws and regulations pertaining to trading in securities as such activity reflects directly on the integrity and ethics of Translation Global Exchange in the conduct of its business. Translation Global Exchange’s Representatives who have access to information that is not yet publicly available (“Inside Information”) are not permitted to use or share that information for stock trading purposes or for any other purpose except to provide services to the relevant client. To use Inside Information in connection with buying or selling securities is both unethical and illegal and therefore will not be tolerated by Translation Global Exchange. It is also illegal to provide Inside Information to or “tip” others who might make an investment decision on the basis of this information.
In the course of their duties with Translation Global Exchange, its Representatives may learn information about Translation Global Exchange or its clients that is confidential and proprietary, or that has not been released to the general public (referred to as “Confidential Information”). Translation Global Exchange’s Representatives must make all reasonable efforts to keep this information confidential. Confidential Information may include intellectual property, research and similar data, business plans, financial information, personnel data, personally identifiable information pertaining to employees, clients, business associates or other individuals, and similar types of information provided to Translation Global Exchange by its clients and business associates. This information may be also protected by patent, trademark, copyright and trade secret laws. The identity of Translation Global Exchange’s clients, and in some cases other business relationships, must also be treated as confidential, except where there is express written authorization from Translation Global Exchange’s Managing Director or the third party, or a legal requirement for such information to be publicly disclosed.
Translation Global Exchange’s Representatives must keep Confidential Information confidential unless and until that information is released publicly (other than through violation of confidentiality obligations). Where it appears there is a legal obligation to disclose Confidential Information, Translation Global Exchange’s Representatives must notify the Managing Director and may make such disclosure only upon the Managing Director’s authorization to do so. Where a Translation Global Exchange’s Representative is legally precluded from such notification or compelled to make immediate disclosure, to the extent possible, he or she shall seek legal counsel prior to making such disclosure and inform Translation Global Exchange’s Executive Director as soon as possible that such disclosure has been made.
Translation Global Exchange’s Representatives are required to refrain from discussing Confidential Information with outsiders and even with other Translation Global Exchange’s Representatives, unless they have a legitimate need to know the information in order to perform their responsibilities on behalf of Translation Global Exchange. Unauthorized use or distribution of this information could also be illegal or contrary to contractual obligations, and may result in civil liability and/or criminal penalties.
Translation Global Exchange’s Representatives shall at all times make reasonable efforts to avoid inadvertent disclosure of Confidential Information by protecting physical materials, electronic information and electronic devices storing Confidential Information from third party access. Translation Global Exchange’s Representatives must be cautious when discussing Confidential Information in public places like elevators, airports, restaurants, etc. All Translation Global Exchange’s emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of Translation Global Exchange, except where required for legitimate business purposes.
5. Conflicts of Interest
Translation Global Exchange respects the rights of its Representatives to manage their personal and non-Company business affairs and investments. At the same time, Translation Global Exchange requires its Representatives, as a condition of their engagement with Translation Global Exchange, to avoid conflicts of interest that occur when their personal interests may interfere in any way with the performance of their duties or the best interests of Translation Global Exchange. What constitutes a conflict of interest may depend on the nature of relationship of the Representative to Translation Global Exchange and their duties on behalf of Translation Global Exchange. For example:
Translation Global Exchange Representatives shall be free from influences that conflict with the best interests of Translation Global Exchange or might deprive Translation Global Exchange of their undivided loyalty in business dealings.
Certain external Representatives, however, may be service providers to a variety of third parties (including Translation Global Exchange’s competitors), and such representation of third parties may not be a conflict of interest provided that the Representative does not disclose Translation Global Exchange’s Confidential Information or conflict with his/her/its professional obligations or terms of engagement with Translation Global Exchange;
Moreover, situations that could pose a conflict of interest, when transparently disclosed and approved by Translation Global Exchange, may in fact be mutually beneficial to all parties. Questions about a potential conflict or information about an actual or potential conflict should be discussed promptly with Translation Global Exchange’s Managing Director.
Translation Global Exchange’s Representatives may not take personal advantage of opportunities that are identified or discovered by such Representatives though their position with Translation Global Exchange or through their use of corporate property or information, unless authorized by the Managing Director. Representatives must not use their position with Translation Global Exchange or its Confidential Information for improper personal gain, nor to compete with Translation Global Exchange in any way.
Whether or not a conflict of interest exists or may transpire can be unclear. Although no list can include every possible situation in which a conflict of interest could arise, the following are examples of situations that may, depending on the facts and circumstances, involve conflicts of interests where not approved in advance by Translation Global Exchange’s Managing Director:
Employment by, including consulting for, a competitor of Translation Global Exchange, excluding third party service providers who have not committed to exclusive relationship with Translation Global Exchange.
Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with Translation Global Exchange.
Conducting Translation Global Exchange’s business transactions with related parties or family members or a business in which the Representative has a significant financial interest.
6. Maintenance of Corporate Books and Records
As a non-public company, Translation Global Exchange’s public disclosure obligations are limited. However, Translation Global Exchange’s records serve as a basis for managing its business and supporting legal compliance and are important in meeting its obligations to all those with whom Translation Global Exchange does business. Therefore, Translation Global Exchange’s business records should be completed accurately and honestly. The making of false or misleading entries, or entries that intentionally hide or disguise the nature of any transaction, asset or liability, is strictly prohibited. Translation Global Exchange’s Representatives must comply with Translation Global Exchange’s policies for expense approvals and reimbursements, and no cash or other assets may be maintained for any purpose in any unrecorded or “off-the-books” fund.
7. Gifts and Other Benefits
Gifts, hospitality and other benefits may not be offered, provided or accepted by any Translation Global Exchange’s Representative in the course of business except without the express permission of the Managing Director where consistent with customary business practices and not (a) of more than token or nominal monetary value, (b) cash or a cash equivalent, (c) susceptible of being construed as a bribe or kickback, (d) made or received on more than an occasional basis, (e) a potential conflict of interest, or (f) in violation of applicable laws or regulations. This principle applies to Translation Global Exchange’s transactions worldwide, even where the practice is widely considered “a way of doing business.”
8. Protection and Proper Use of Company Assets
All employees are expected to protect Translation Global Exchange’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on Translation Global Exchange’s profitability, and adversely affect the integrity and reputation of Translation Global Exchange. Theft, even of insignificant value, will not be tolerated, and will be prosecuted. Translation Global Exchange’s property, such as office supplies, computer equipment and personal communication devices are expected to be used responsibly, only for legitimate business purposes, although incidental personal use may be permitted. Translation Global Exchange’s property and assets, and in particular, computing and communications equipment, must not be used to commit any unlawful or illegal act, including harassment, libel or fraud. Translation Global Exchange’s Representatives may not use Translation Global Exchange’s corporate names or trademarks, or those of any Translation Global Exchange’s client, for any personal purpose.
Translation Global Exchange’s Representatives may not, while acting on behalf of Translation Global Exchange or while using its computing or communications equipment or facilities access the internal computer system or other resource of another entity without express written authorization from that entity, and then only within the scope of that authorization.
Unsolicited bulk email (also known as “spam”) is regulated by law in a number of jurisdictions, and may in certain circumstances be illegal, if not inappropriate for Translation Global Exchange’s legitimate business interests. Sending unsolicited bulk email to persons outside of Translation Global Exchange, on behalf of Translation Global Exchange or using Translation Global Exchange’s equipment, services or facilities must be approved in writing in advance by Translation Global Exchange’s Managing Director.
All data residing on or transmitted through Translation Global Exchange’s computing and communications facilities, including email and word processing documents, is the property of Translation Global Exchange and subject to inspection, retention and review by Translation Global Exchange, with or without an employee’s or third party’s knowledge, consent or approval, and in accordance with applicable law. Any misuse or suspected misuse of Translation Global Exchange’s assets must be immediately reported to the Managing Director.
9. Media, Speaking Engagements, Public Disclosures
It is Translation Global Exchange’s policy to disclose information concerning Translation Global Exchange to the public only through specific limited channels to ensure consistent communications and to avoid inappropriate publicity. All Translation Global Exchange’s information intended to be publicly disseminated, including promotional and marketing materials, must be approved in advance by its Managing Director.
Unauthorized posting or discussion of any information concerning Translation Global Exchange’s business, information or prospects on the Internet is prohibited. Translation Global Exchange’s Representatives may not discuss Translation Global Exchange’s business, information, clients or prospects in any “chat room” or web log (“blog”), regardless of whether a personal name or a pseudonym is used during these forms of discussion.
Translation Global Exchange’s Representatives may not provide any information to the media about Translation Global Exchange, for any purpose, even confidentially or anonymously. All inquiries or calls from the press and any third party should be referred to the Managing Director who is the only authorized spokesperson on behalf of Translation Global Exchange. Any Translation Global Exchange’s Representative who seeks to speak publicly, or make any public presentation or representation on behalf of, or referring to, Translation Global Exchange, must be approved in writing in advance by the Managing Director.
10. Compliance Standards and Procedures
Translation Global Exchange promotes awareness of and compliance with the Code by requiring all of its Representatives to review and certify their compliance with this Code annually. If a Representative encounters a situation or is considering a course of action and its appropriateness is unclear, he/she/it shall discuss the matter promptly with Translation Global Exchange’s Managing Director as even the appearance of impropriety can be very damaging and should be avoided.
If a Representative is aware of a suspected or actual violation of Code standards by others, he/she/it has a responsibility to report it. Representatives are expected to promptly provide the Managing Director with a specific description of the violation that they believe has occurred, including any information they have about the parties involved and the time of the violation. Representatives should do so without fear of any form of retaliation. Swift disciplinary action will be taken against any Representative who retaliates against another for reporting an issue, up to and including termination of employment or business relationship.
Where a potential, actual or prospective violation of this Code is identified, the Managing Director will investigate, engage internal and external advisors where appropriate, and determine preventative, remedial and/or disciplinary action, or other measures necessary to preserve, promote or restore responsible, legally-compliant and ethical conduct.
Any waiver of this Code may be authorized only by Translation Global Exchange’s Managing Director.