Code of Conduct

Revised 02.14.2019

Statement of General Principles

This Code of Conduct (the "Code") applies to the following members of the VALHADEN “VHN": 1) individuals who are paid by VHN while they are working for VHN, including managers, assistants, interns ("employee(s)"): 2) consultants, vendors, and contractors when they are doing business with VHN and 3) individuals who perform services for VHN as volunteers. The Code of Conduct refers to all these persons collectively as "members of the VHN community" or "community members."

Integrity & Ethical Conduct

VHN is committed to the highest ethical and professional standards of conduct as an integral part of its mission. To achieve this goal, VHN relies on each community member's ethical behavior, honesty, integrity, and good judgment, as well as commitment to avoid even the appearance of improper behavior. Each community member is accountable for their actions.

This Code of Conduct describes standards to guide us in our daily activities. It does not cover every issue that may arise, but it sets out basic principles to guide all members of the VHN community. We believe that these standards are already being followed. Our goal is to commit them to writing and to ensure that they are understood and embraced by the entire VHN community.

Compliance with Laws & VHN Policies

VHN and each community member must transact VHN business in compliance with all laws, regulations, and VHN policies related to their positions and areas of responsibility. Managers and supervisors are responsible for teaching and monitoring compliance in their areas. Each employee Is responsible for discussing with their supervisor which laws, regulations, and policies apply to their position and what training they might need to understand and comply with them.

Reporting Suspected Violations or Concerns

Each community member is encouraged to report violations or concerns about possible violations of this Code of Conduct that come to their attention. Managers have a special duty to adhere to the standards set forth in this Code, recognize violations, and enforce the standards. Our policy prohibits retaliation for reports of misconduct by others made in good faith by community members, and we expect all community members to cooperate in internal investigations of misconduct.

Disciplinary actions for violations of this Code of Conduct, or for retaliation against anyone who reports possible violations, will be determined on a case-by-case basis and may if employees include disciplinary action up to and including termination of employment, or if contractors, termination of business relationships. Individuals who violate the Code may also be subject to civil and criminal charges in some circumstances.

How to Report a Violation or Discuss a Concern

Employees may report violations or concerns to their immediate supervisor or department head, if appropriate, and may also anonymously mail “VHN Compliance Department” a computer typed out letter outlining the violation or concern. Please make the letter attention to the appropriate supervisor or department head. If no action is taken or response given, please resend your concerns to upper management and or the company owner and founder.

Conflicts of Interest
Each community member must be scrupulous in avoiding any action or interest that conflicts or gives the appearance of a conflict with VHN's interests. A "conflict of interest" exists when a person's private interest interferes or is inconsistent in any way with the interests of VHN. Therefore, a conflict can arise when a community member takes action or has interests (or the community member's family by blood or marriage have interests) that may make it difficult for the community member to perform their work objectively and effectively.

Members of the VHN community may not have a direct or indirect interest, fìnancial or otherwise, of any nature that is in conflict or gives the appearance of being in conflict with the proper discharge of the community member's duties unless it has been fully disclosed to VHN (if an employee) as set forth below, and VHN has determined that the transactions are properly appropriate and in the best interest of VHN.

No member of the VHN community shall accept or solicit any gift, favor, or service that might reasonably influence the community member in the discharge of their duties or that the community member knows or should know is being offered with the intent to influence their official conduct. This policy does not prohibit the occasional receipt of gifts such as holiday presents of nominal value, so long as the value of gifts received by the member of the VHN community over a calendar year does not exceed $100.

A community member shall not accept other employment or engage in any business or professional activity that they might reasonably expect would require or induce him or her to disclose confidential information acquired by reason of the community member's offìcial position.

No member of the VHN community shall disclose confidential information gained by reason of their position or otherwise use such information for their personal gain or benefit. Specifìcally, in addition to our policy against conflicts of interest generally, community members are prohibited from taking for themselves personal opportunities that are discovered through the use of VHN property, information, or position without the consent of VHN. No community member may use VHN's property, information, or position for improper personal gain, and no community member may compete with VHN directly or indirectly. Community/ members owe a duty to VHN to advance its legitimate interests when the opportunity to do so arises.

No member of the VHN community shall transact any business in their official capacity with any business entity of which they and/or any of their family members is an officer, agent, or member, or in which the member of the community or any of their family members owns a substantial, interest unless it has been disclosed and approved as set forth herein.

Members of the VHN community are prohibited from supporting or endorsing products, activities, or organizations where endorsement expressly or implicitly contains support or an endorsement by VHN as well or involves the use of VHN's name in any way without the prior written approval of the President or CEO of VHN.

Members of the VHN community must disclose potential conflicts of interest as soon as possible after they realize that a conflict or potential conflict may have arisen.

If a conflict or potential conflict of interest is reported and allowed to exist under the advice of the President or CEO of VHN, it is required that the conflict or potential conflict be reported to VHN and that it be reconsidered annually.

Confidentiality

VHN maintains confidential records for a variety of business needs. Records include detailed information about clients, job applicants, employees, finances, and future planning. Many records, such as client records, must be kept confidential as a matter of law. Other information, including social security numbers, must be kept confidential to protect the privacy of individuals employed by or doing business with VHN.

Members of the VHN community are expected to protect this information by safeguarding it when in use, storing it properly when not in use, and discussing it only with those who have legitimate business needs to know. Employees who are uncertain about the use of VHN records and information should contact their supervisors.

Outside Employment

Outside professional commitments should not interfere with an employee's obligations to VHN. No employee shall accept outside employment that actually or potentially results in any conflict of interest with, intrudes upon, or detracts from their responsibilities to VHN or the programs, policies, and objectives of VHN.

Workplace Health and Safety

VHN seeks a healthy and safe work environment for all members of the VHN community and for visitors. Every employee is obligated to perform their job in a safe manner and to follow all safety rules and procedures. Community members should immediately report any hazardous conditions, and employees should report any job-related illness or injury to their supervisors.

Environmental Health & Safety

VHN must comply with government rules and regulations that protect the environment and promote workplace safety. VHN must operate its facilities with all of the necessary permits, approvals, and controls, especially with respect to the handling and disposal of hazardous and biohazardous materials and waste.

Anyone working with or around these materials must be familiar with the rules, regulations, and policies that apply to them.

VHN Documents & Record Retention

Every member of the VHN community is responsible, within the scope of their work, for the integrity and accuracy of VHN's documents and records. No one may falsify or improperly alter information on any record or document. Business records and communications often become public, and community members should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and entities that could be misunderstood. VHN documents and records must be retained in accordance with the law and VHN's record retention policies.

Protection & Use of VHN Assets

All employees should endeavor to protect VHN's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on VHN's ability to fulﬁll its mission. Any suspected incident of fraud or theft should be immediately reported for investigation. In addition, VHN provides certain technology resources and pieces of equipment for use in the performance of VHN's business. These include such obvious items as telephone (including voicemail) and access to computers, the Internet, and electronic mail, as well as other equipment items. These items are provided for use for VHN's business and remain VHN property. Community members must use VHN's technology and resources in a manner that enhances productivity enhances the VHN's public image, and is respectful of others, including other employees. Personal use of these items and resources should be kept to a minimum and limited "to non-work time,” except in emergencies.

Drug & Weapon-Free Workplace

Our policies regarding alcohol and illegal drugs are described in more detail attached as Appendix IV, and all community members are responsible for knowing and abiding by such Policies. The possession, manufacture, distribution, or use of a controlled substance in or on any premises or property owned or controlled by VHN is prohibited. Any member of the community who is found guilty (including a plea of no contest) or has a sentence, ﬁne, or other criminal penalty imposed by a court for any offense involving a weapon or a controlled substance shall report such action to their supervisor, or the founder/owner within ﬁve (5) days.

Any member of the VHN community who manufactures, sells, distributes, possesses, or uses a controlled substance on VHN property, regardless of whether such activity results in the imposition of a penalty under a criminal statute, will be subject to appropriate disciplinary action, including termination, or will be required to participate satisfactorily in approved drug assistance or rehabilitation program or both.

Weapons Policy

In order to ensure a safe environment for employees, clients or guests, VALHADEN prohibits the wearing, transporting, storage, or presence of firearms or other dangerous weapons in our facilities or on our properties, including anywhere that company business is conducted, such as client locations, trade shows, restaurants, company event venues, and so forth. Any employee in possession of a firearm or other weapon while on our facilities/property or while otherwise fulfilling job responsibilities may face disciplinary action, including termination. A client or visitor who violates this policy may be removed from the property and reported to police authorities. Possession of a valid concealed weapons permit authorized by the State of California is not an exemption under this policy.

Exemptions

This policy does not apply to

any law enforcement personnel engaged in official duties
any security personnel engaged in official duties
any person engaged in military activities sponsored by the federal or state government while engaged in official duties

Notification

“No Firearms or other Dangerous Weapons” signs shall be conspicuously posted within all VALHADEN facilities and in parking areas and grounds surrounding our facilities. These signs will clearly indicate that firearms and other weapons will not be carried onto our property or facilities.

Reporting

Staff or security personnel will request any visitor found in possession of a firearm or other dangerous weapon to remove it from the facility, and local law enforcement authorities will be notified promptly.

Special Instructions for Employees

Any employee concerned about personal safety may request an escort (e.g., to a parking lot off-premises) or other appropriate intervention by security personnel.

Appendix I

Frequently Asked Questions

1. Who is subject to the Code of Conduct?

All members of the VHN community are subject to the Code of Conduct. Including subcontractors and companies who are doing business with VHN. It does not include individual end clients who have purchased our products or services.

2. Why do we need a Code of Conduct?

Members of the VHN community are already subject to laws, regulations, and internal policies. However, they do not govern all behavior. Our Code of Conduct is a set of standards holding the behaviors of our community to a higher standard.

3. Does the Code affect my daily work?

Our Code of Conduct doesn't change our daily responsibilities. It is a restatement of guidelines we believe the members of the VHN community are already following. It articulates the way we strive to conduct ourselves. No Code of Conduct can guarantee the prevention of wrongdoing. But a Code of Conduct, coupled with the appropriate supporting activities, is considered a “best practice” that can help sustain a culture in which Integrity is valued and promoted through our daily work.

4. Are there sanctions to ensure compliance with the Code of Conduct?

Members of the VHN community who violate the Code of Conduct, or other policies, will be subject to disciplinary action up to and including termination. A crucial part of developing the Code has been to ensure that all supervisors take steps to ensure that their employees understand and comply with the Code.

5. Can I report a potential violation of the Code anonymously?

Yes. Please mail a typed letter to Valhaden CC, Attention Founder, with no return address. Drop the letter off at the post office closest to your work location.

6. Will I get into trouble with my supervisor if I report a potential violation?

No. We encourage you to report potential violations. We do not tolerate retaliation and will take disciplinary action if retaliation occurs.

Appendix II

VHN Policy Against Harassment

VHN is committed to providing a work and learning environment that is free of unlawful discrimination and harassment. In keeping with this commitment, VHN maintains a strict policy prohibiting unlawful harassment in the workplace and in VHN facilities, including sexual. Harassment and harassment based on race, sex, gender, color, national origin, age, ancestry, religion, sexual orientation, gender identity, marital status, physical or mental disability, medical condition, pregnancy, or any other characteristic protected by law. Harassment of another individual or group by any employee or third parties, such as vendors or visitors, is strictly prohibited.

Sexual Harassment

Unwelcome sexual advances, requests for sexual favors, and other verbal, physical, or visual conduct of a sexual nature constitute unlawful sexual harassment if: (1) submission to such conduct is made an explicit or implicit term or condition of employment; (2) submission to or rejection of such conduct is used as the basis for employment decisions affecting an individual; or (3) such conduct has the purpose or effect of either (a) unreasonably interfering with an individual's work performance or (b) creating an intimidating, hostile, or offensive working environment.

Examples of conduct that may violate this Policy include, but are not limited to, offensive or unwelcome sexual ﬂirtations, advances, or propositions; threats and demands to submit to sexual requests; verbal abuse of a sexual nature; graphic verbal commentaries about an individual's body; sexually degrading words used to describe an individual; sexually-oriented jokes, e-mails, or written materials; accessing sexually explicit, pornographic and/or other inappropriate websites, chat rooms or other material on the Internet or other computer systems; and the unwelcome physical touching of others.

Other Prohibited Harassment

VHN also will not tolerate any harassment on the basis of race, sex, gender, color, national origin, age, ancestry, religion, sexual orientation, gender identity, marital status, disability, medical condition, pregnancy, or any other protected classiﬁcation. Examples of conduct that may violate this policy include, but are not limited to, verbal abuse of a derogatory nature; the use of slurs or disparaging words to describe an individual or group; derogatory jokes, and any written materials, including but not limited to e-mails, written materials, drawings or cartoons, that pertain to any protected characteristic and that reasonably could be offensive to a person or group.

Complaint Procedure

VHN will not tolerate sexual harassment or any other form of prohibited harassment and will take prompt and appropriate corrective action when it learns of such conduct. Harassment by any employee may result in disciplinary action up to and including dismissal from VHN or discharge from employment. Such conduct also may result in personal legal and ﬁnancial liability.

Do not assume VHN is aware that there may be a problem. We encourage employees who have concerns regarding harassment, who believe they are the victims of harassment, or who believe they have witnessed harassment to bring their concerns to their supervisor. VHN will promptly investigate the complaint and take appropriate remedial action. No employee will suffer any retaliation because they have brought such concerns to the attention of VHN.

If you have any questions about what constitutes harassing behavior, please bring such questions to the attention of any of the following individuals: your supervisor, the founder/owner, or any other upper management member.

Appendix III

VHN Equal Employment Opportunity Policy

For any forward-looking company, a policy of equal opportunity in employment is not only proper but is also indispensable to long-term success. To achieve optimum performance in today's world, we must draw on the widest possible pool of human abilities in our community and foster and develop the talent of employees by offering a career path free of artiﬁcial obstacles. Such a policy will serve to enrich our working environment and enhance our ability to serve our clients, the public, our industry colleagues, and one another.

VHN has a long-standing commitment to promoting equal employment opportunities for all. VHN provides employment opportunities to all qualiﬁed people without regard to their race, sex, gender, color, age, religion, national origin, ancestry, marital status, sexual orientation, gender identity, physical or mental disability, medical condition, pregnancy, veteran status, or any other basis proscribed by law. VHN also makes every effort to prevent discrimination and will take all appropriate measures to correct any potential discrimination of which it becomes aware.

By giving your undiminished and wholehearted support to VHN's equal employment opportunity commitment, you will be contributing to the well-being and diversity of VHN and our community.

We encourage employees and clients who have concerns regarding discrimination, who believe they are the victims of discrimination, or who believe they have witnessed discrimination to bring their concerns to their supervisor. Do not assume VHN is aware that there may be a problem. VHN will promptly investigate the complaint and take appropriate remedial action. No employee or client will suffer any retaliation because they have brought such concerns to the attention of VHN.

If you have any questions about what constitutes discrimination, please bring such questions to the attention of any of the following individuals: your supervisor, the founder/owner, or any other upper management member.

Appendix IV

POLICY AGAINST SUBSTANCE ABUSE

VHN is committed to providing a safe, healthy, and productive work environment for its employees. The dangers of drugs and alcohol in the workplace are well documented and may include increased safety risks and injuries, higher absenteeism, lower productivity, and physical addiction and dependence. In addition, the Drug-Free Workplace Act of 1988 (41 United States Code Sections 701-07) requires that recipients of federal grants certify that they will provide a drug-free workplace.

WHAT IS PROHIBITED:

Alcohol

The possession, consumption, purchase, or sale of alcohol on VHN property is prohibited. Furthermore, no employee shall be under the inﬂuence of alcohol while on VHN property, while operating VHN equipment, or while performing VHN business off VHN property. Any exception to this policy for special situations (e.g., holiday parties, fundraisers, special on-campus events, etc.) must be approved in advance by the President or CEO of VHN or other appropriate officer and conducted in accordance with any limitations that accompany such approval.

In addition, persons whose positions with VHN require driving as a part of their work may be removed from such positions if found to have been driving under the inﬂuence of alcohol, whether on duty or off duty.

Legal Drugs

“Legal drugs" are those prescribed or over-the-counter drugs that are legally obtained by the employee and used for the purpose for which they were prescribed and sold.

Even such legal drugs may affect the safety of the employee or coworkers, clients, or members of the public. Therefore, any employee who is taking any legal drug that might impair safety, performance, or any motor function must advise their supervisor before reporting to work under such medication. If VHN determines that such use does not pose any safety or other risk, the employee will be permitted to work.

Illegal Drugs

“Illegal drugs” are drugs or controlled substances that are: (1) not legally obtainable; or (2) legally obtainable but not obtained in a lawful manner. Examples include cocaine, marijuana, and prescription drugs that were not lawfully obtained. The use, purchase, sale, transfer, possession, being under the inﬂuence, or the ' presence in one's system of a detectable amount of an illegal drug by any employee is prohibited: (1) on VHN property; (2) while operating VHN equipment; (3) where the employee is performing VHN business off-premises; or (4) where activity away from VHN premises or business affects the employee's suitability for continued employment or may harm the reputation of VHN and its employees.

Violations of Policy

Any violation of this policy may result in immediate termination. In some circumstances and at the sole discretion of VHN, however, a lesser penalty may be selected.

Self-Identiﬁcation to VHN Administration/Supervision

Employees who take the initiative in advising their supervisor or another VHN administrator in advance that they have a medical problem with regard to alcohol or drug use and who demonstrate a commitment to taking the necessary remedial action will be eligible for a medical leave of absence for such purpose and will not be subjected to disciplinary action. It is impractical for an institution of our size to have its own full-time professional employees to deal with addictive illnesses. However, for concerns about the use of drugs or alcohol, we generally refer you to the Pasadena Council on Alcoholism and Drug Dependency, a community agency that assists individuals at either no cost or low cost, depending on the circumstances. The Council’s current telephone number is: (626) 795-9127. As a matter of policy, we encourage you to select your own healthcare provider and to take advantage of the extensive network of community organizations and health professionals addressing these illnesses, both for the addicted person and their family and friends. The services of many are free, and most others charge on a sliding scale in accordance with the ability to pay and health insurance coverage if any.

Drug-Related Convictions

Pursuant to the Drug-Free Workplace Act, any employee who is convicted of a drug-related violation that occurs in the workplace must notify VHN within ﬁve (5) days after such conviction. REV. 9/97

VHN continually strives to maintain a workplace free from illegal use, possession, or distribution of drugs/controlled substances and alcohol. Controlled substances (deﬁned in schedules I through V, Section 202 of the Controlled Substances Act [21 United States Code Section 812]) include but are not limited to such substances as marijuana, heroin, cocaine, LSD, amphetamines, and anabolic steroids. The unlawful manufacture, distribution, dispensation, possession, sale, offer to sell, purchase, offer to purchase, and/or use of alcohol or unlawful drugs on VHN’s property or as part of any VHN activities is prohibited, and violation of this prohibition will result in action being taken against the employee, including possible expulsion or termination of employment and referral for prosecution. However, VHN reserves the right to permit lawﬁil use of alcoholic beverages on VHN property during VHN-sponsored events.

Employees are required to notify VHN of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction. While a detailed description of legal sanctions is beyond the scope of this Policy, all employees should understand that criminal conviction and sanctions, including possible imprisonment, may be imposed ' for the unlawful possession or distribution of alcohol or unlawful drugs/controlled substances.

Persons who are not employees of VHN but who perform work here for its beneﬁt (such as contractors and their employees, temporary employees provided by agencies, visitors, etc.) are also required to comply with this policy. Violation of this policy is likely to result in the offender being barred from VHN property.

Full-time employees and their eligible dependents may use the confidential Employee Assistance Program (“EAP”), HorizonCareLink California, by calling (866) 388-5632. If the EAP provider should change at any time in the future, VHN will be able to supply updated contact information.