Razor Labs Code of Conduct

Introduction 

This code of conduct (“Code”) sets out the basic principles that should be followed by all directors, senior executives and employees (“Company Personnel”) of Razor Labs Ltd. (the “Company”). All Company Personnel must conduct themselves accordingly and seek to avoid even the appearance of improper behaviour. 

Purpose 

The purpose of this Code is to: 

a. Articulate the high standards of honest integrity, ethical and law-abiding behaviour expected of Company Personnel; 

b. Encourage the observance of those standards to protect and promote the interests of the Company; 

c. Guide Company Personnel as to practices necessary to maintain confidence in the Company’s integrity; and 

d. Set out the responsibility and accountability of Company Personnel to report and investigate any reported violations of this Code or unethical or unlawful behaviour. 

Compliance with laws, regulations, policies and procedures 

Company Personnel will abide by the law and any and all relevant regulation, policies and procedures published by competent authorities and/or by the Company at all times. 

General Guidelines

In their action on behalf of and/or in connection with the Company, Company Personnel shall act honestly, in good faith and in the best interests of the Company as a whole and will not engage in any conduct likely to bring discredit upon the Company, and shall use due care and diligence in fulfilling their functions. 

Conflicts of interest 

A “conflict of interest” exists when a person’s private or other interest interferes in any way with the interests of the Company, for example: if any member of the Company Personnel obtains from a third party any material personal benefit or favours because of his/her position in the Company, actions of family members that may influence the Company Personnel member’s objectivity in making decisions, etc. 

In such circumstances, you must immediately report any conflict of interest, or potential or suspected conflict of interest, to your manager, and will take action to remove or manage the conflict, so as to avoid detriment to the Company or any perception of conflict of interest. 

Corporate opportunities 

Company Personnel are prohibited from taking for themselves personally, or from transferring to any third party, opportunities that are discovered by them through the use of Company property, Company information or their position with the Company. 

Company Personnel will not use the name of the Company or any information gained from their dealings with the Company for personal gain, nor allow any such information to be used for the personal gain of others or to the detriment of the Company or Company Personnel. 

Confidentiality 

Company Personnel will take care to ensure that confidential information of or about the Company, the business of the Company, shareholders, suppliers and external service providers is properly protected and not disclosed, except where such disclosure is authorised by the Board or required by law or a regulatory body. 

Fair dealing 

Company Personnel shall avoid any act that involves, or may have the appearance of involving, theft, fraud, embezzlement or misappropriation of property, money or services, including that of the Company or any of its employees, suppliers, customers or any of its third-party service providers.

Gifts and entertainment 

The Company imposes strict limitations on the offering and accepting of gifts and entertainment by Company Personnel. For more details on this matter, please see the Razor Labs AntiCorruption and Anti-Bribery Policy. 

Protection and proper use of assets 

The Company’s assets include, among others, information technology, intellectual property, facilities and equipment (“Company Assets”). Company Personnel will only use Company Assets for legitimate business purposes and will use all reasonable endeavours to protect any Company Asset and to ensure its efficient use. Occasional and limited personal use of the Company Assets may be acceptable, however Company Personnel should avoid excessive personal use of Company assets, and in any event shall not use Company assets for personal gain or any unlawful or unethical purpose. Company Personnel shall ensure that Company Assets are properly secure and shall take all appropriate and necessary measures to safeguard, prevent loss, damage, theft or any other misuse to or of Company Assets. The Company may monitor all use of Company Assets in order to ensure that all such use is in compliance with this Code and the Company’s policies.

 Reporting of unlawful or unethical behaviour 

Company Personnel must immediately report any breaches of the law or this Code or unethical behaviour to their superior managers or to the Company’s board of directors (“Board”). Any breaches reported will be properly investigated and appropriate action will be taken. The Company encourages openness and will support anyone who raises genuine concerns in good faith under this Code, even if they turn out to be mistaken. Further, the Company is committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in any activity that breaches the law or this Code, or is unethical, or because of reporting in good faith their suspicion that an actual or potential offence has taken place, or may take place in the future, and that the identity of that person is not disclosed without his/hers consent, except where disclosure is required by law. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. 

Review of this code 

The Board will appoint an officer for the implementation and assimilation of the Code, who shall review this Code as necessary and adopt any amendments or modifications to this Code, which will be approved by the Board, as the Board shall deem appropriate. This Code was approved and adopted by the Board on September the 29, 2021.