Conduct & Compliance Policy

1. Introduction

Vendo is committed to conducting business with integrity, ethics, and in compliance with all applicable laws, regulations, and industry standards. This Conduct and Compliance Policy outlines the expectations and requirements for ethical business conduct and regulatory compliance for all individuals working for or on behalf of Vendo.

2. Purpose

The purpose of this policy is to:

• Establish standards for ethical conduct and compliance within Vendo
• Provide guidance on how to identify and address ethical and compliance issues
• Define the roles and responsibilities for ensuring compliance within the organization
• Promote a culture of integrity, transparency, and accountability
• Prevent violations of laws, regulations, and company policies

3. Scope

This policy applies to:

• All employees, officers, directors, and board members of Vendo
• Contractors, consultants, temporary workers, and other personnel working for or on behalf of Vendo
• All business activities and operations conducted by or on behalf of Vendo

4. Code of Conduct

4.1 Ethical Standards

All personnel are expected to adhere to the highest ethical standards in their business activities and interactions. This includes:

• Acting with honesty, integrity, and transparency
• Treating others with respect and dignity
• Avoiding conflicts of interest
• Protecting confidential information
• Using company resources responsibly
• Reporting concerns about potential misconduct

4.2 Compliance with Laws and Regulations

All personnel must comply with all applicable laws, regulations, and industry standards. This includes but is not limited to:

• Anti-corruption and anti-bribery laws
• Competition and antitrust laws
• Data protection and privacy laws
• Employment and labor laws
• Environmental laws and regulations
• Financial reporting and tax laws
• Industry-specific regulations and standards

5. Ethical Business Practices

5.1 Anti-Corruption and Anti-Bribery

Vendo prohibits all forms of corruption and bribery. Personnel must not offer, give, request, or accept bribes, kickbacks, or other improper payments or benefits in connection with Vendo's business. This includes:

• Payments to government officials to obtain or retain business
• Facilitation payments to expedite routine government actions
• Kickbacks or other unauthorized payments to business partners
• Excessive gifts, entertainment, or hospitality that could influence business decisions

5.2 Conflicts of Interest

Personnel must avoid situations where their personal interests conflict, or appear to conflict, with the interests of Vendo. Potential conflicts of interest must be disclosed promptly to management or the Compliance Officer. Examples of conflicts of interest include:

• Financial interests in competitors, suppliers, or customers
• Employment or consulting relationships with competitors, suppliers, or customers
• Business opportunities that could benefit the individual at the expense of Vendo
• Hiring or supervising family members or close personal friends
• Using company resources or information for personal gain

5.3 Fair Competition

Vendo is committed to competing fairly and ethically in the marketplace. Personnel must not engage in anti-competitive practices, such as:

• Price fixing or coordinating prices with competitors
• Dividing markets, territories, or customers with competitors
• Bid rigging or collusive bidding
• Exchanging competitively sensitive information with competitors
• Imposing unreasonable restrictions on suppliers or customers

5.4 Confidential Information and Intellectual Property

Personnel must protect Vendo's confidential information and intellectual property. This includes:

• Not disclosing confidential information to unauthorized individuals
• Using confidential information only for legitimate business purposes
• Respecting the intellectual property rights of others
• Complying with confidentiality agreements and intellectual property laws
• Ensuring proper security measures are in place to protect confidential information

5.5 Financial Integrity

Vendo is committed to maintaining accurate and complete financial records and reports. Personnel involved in financial reporting must:

• Ensure that all financial transactions are properly authorized, recorded, and reported
• Maintain accurate and complete records of all business transactions
• Comply with Vendo's financial policies and procedures
• Cooperate fully with internal and external auditors
• Report any concerns about accounting, auditing, or financial reporting

6. Workplace Conduct

6.1 Diversity and Inclusion

Vendo is committed to fostering a diverse and inclusive workplace where all individuals are treated with respect and dignity. Personnel must:

• Treat others with respect, dignity, and professionalism
• Embrace diversity and inclusion in hiring, promotion, and all business activities
• Not discriminate against any individual based on protected characteristics
• Challenge biases and promote inclusive behaviors

6.2 Anti-Harassment and Anti-Discrimination

Vendo prohibits all forms of harassment and discrimination. Personnel must:

• Not engage in any form of harassment or discrimination
• Report any incidents of harassment or discrimination
• Not retaliate against individuals who report harassment or discrimination
• Contribute to a respectful and inclusive work environment

6.3 Workplace Health and Safety

Vendo is committed to providing a safe and healthy workplace. Personnel must:

• Comply with all health and safety policies, procedures, and regulations
• Report any unsafe conditions, accidents, or near-misses
• Not work under the influence of alcohol or drugs
• Not engage in violent or threatening behavior
• Participate in health and safety training and initiatives

6.4 Environmental Responsibility

Vendo is committed to minimizing our environmental impact. Personnel must:

• Comply with all environmental laws and regulations
• Follow Vendo's environmental policies and procedures
• Use resources efficiently and minimize waste
• Report any environmental concerns or incidents

7. Data Protection and Privacy

Vendo is committed to protecting the privacy and security of personal data. Personnel must:

• Comply with all applicable data protection and privacy laws and regulations
• Follow Vendo's data protection and privacy policies and procedures
• Collect, use, store, and process personal data only for legitimate business purposes
• Implement appropriate security measures to protect personal data
• Report any data breaches or potential security incidents
• Respect the privacy rights of individuals

8. Compliance Program

8.1 Compliance Officer

Vendo has appointed a Compliance Officer who is responsible for overseeing the compliance program. The Compliance Officer's responsibilities include:

• Developing and implementing compliance policies and procedures
• Conducting compliance risk assessments
• Providing compliance training and guidance
• Investigating reports of potential misconduct
• Monitoring compliance with this policy and related standards
• Reporting compliance matters to executive management and the Board of Directors

8.2 Reporting Concerns

Personnel are encouraged to report any concerns about potential violations of this policy, other company policies, or applicable laws and regulations. Reports can be made to:

• The individual's manager or supervisor
• The Compliance Officer
• The Human Resources Department
• The Ethics Hotline (which allows for anonymous reporting)

Vendo prohibits retaliation against individuals who make good-faith reports of potential misconduct.

8.3 Investigations

All reports of potential misconduct will be taken seriously and investigated promptly and thoroughly. Investigations will be conducted with appropriate confidentiality and respect for the rights of all involved.

8.4 Disciplinary Action

Violations of this policy, other company policies, or applicable laws and regulations may result in disciplinary action, up to and including termination of employment or contract. In some cases, violations may also result in civil or criminal penalties.

9. Training and Awareness

Vendo provides compliance training and awareness programs to ensure that all personnel understand their responsibilities under this policy and applicable laws and regulations. Training includes:

• General compliance training for all personnel
• Specialized training for personnel in high-risk roles or functions
• Refresher training on a regular basis
• Training on specific compliance topics as needed

10. Monitoring and Assessment

Vendo monitors and assesses compliance with this policy and applicable laws and regulations through:

• Regular compliance risk assessments
• Internal audits and reviews
• Monitoring of compliance metrics and indicators
• Investigation of reported concerns
• External assessments and certifications as appropriate

11. Policy Review

This policy will be reviewed annually, or more frequently if significant changes occur in Vendo's business or regulatory environment. Updates to the policy will be communicated to all personnel.