Issue Date: 30 April 2021 BUSINESS CODE OF CONDUCT Dear Colleagues, At Digital Edge, the “how” we do business is just as important as the “what” we do. I firmly believe that is why we are such a great company to be associated with – not only for our employees and our customers, but for all our stakeholders. It is the cornerstone on which we built our Company, and is embedded as one of our core values, namely “we always do what is right”. The following Business Code of Conduct (the “Code”) provides us with a set of common ethical standards that are simply non-negotiable. I expect everyone to know and follow the Code – no matter your level in the Company or geographic location, everyone has a role to play in living and adhering to the Code to protect what we have built and are building. While the Code is a great resource, it does not cover every situation you may face on the job, so it is important to use good judgment in everything you do and to ask for help if you are ever unsure about the right course of action. No matter your role or level in the Company, you are the face of Digital Edge. Think about that as you watch over every business relationship, every transaction, and every product, and make sure your actions always reflect our core values. If a business practice does not feel right, speak up. You can raise concerns to your business leader, your colleagues, the Legal Department or through the Company’s Ethics Hotline. You can do so without fear of retaliation – anyone caught or suspected to have taken retaliatory action against a whistleblower shall be immediately suspended and have his or her employment terminated. We take non-retaliation very seriously at Digital Edge. Do not allow anything to compromise your integrity – not financial targets, not competitive pressures of your role and not even direct orders from your superiors. Make no mistake, at the end of the day, no one will ever celebrate your achievements if they are obtained improperly or unethically – history is rife with examples. Know the Code. Understand it. Put it into practice every day. Nothing could be more critical to your success and the continued success of Digital Edge. And complete your assigned training – it is the best way to stay current on what is expected of you. Thanking you in advance for your cooperation and compliance with the Code and staying true to our core values. Introduction This Code is applicable to DEA TopCo LP, and its wholly owned and/or controlled direct and indirect subsidiaries (hereafter, “we,” “our,” “us,” the “Company,” or “Digital Edge”), including all full-time or parttime employees and other third parties performing work for or on our behalf on a dedicated basis, including contingent workers, agents, contractors, and consultants (collectively, “Company Personnel”). The Company will encourage its joint venture companies to adopt this Policy as a model or use a similar policy which meets similar standards set forth herein. Digital Edge also expects its suppliers and business partners to follow our Business Partner Code of Conduct. Company Personnel are expected to act lawfully, honestly, ethically, and in the best interests of the Company while performing work for or on behalf of the Company. If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or practice conflicts with this Code, you must comply with the Code. Each of us is responsible for knowing and understanding the policies and guidelines contained in this Code. Because some of the principles described in this Code may be general in nature, the Code will not provide an answer to all questions or situations that may arise in your day-to-day business activities. If you have a question that the Code does not address directly, you should use your own common sense of what is right based on the standards set forth in the Code, and seek appropriate guidance from others, including the Company’s Chief Legal and Compliance Officer (“CLO”) or any other resources available within the Company. If you manage people, you have an even greater responsibility. Lead by example, making sure your team members know the Code and that there is no difference between what you do and what you expect from others. Create the kind of workplace where Company Personnel feel comfortable coming forward with questions and concerns and support them when they raise issues. And never retaliate against Company Personnel for sharing concerns in good faith and prevent retaliation by others. If you have questions, ask them; if you have ethical concerns, raise them. The CLO, who is responsible for overseeing and monitoring compliance with this Code, and the other resources set forth in this Code, are available to answer your questions and provide guidance and for you to report suspected misconduct. In most cases, your manager should be your first point of contact. He or she is likely in the best position to understand your concern and take the appropriate action. If you are uncomfortable speaking with your manager, or if you have already shared a concern and feel it is not being addressed appropriately, please raise your concern through the Company’s Ethics Hotline. Conflicts of Interest Company Personnel are expected to use their judgment to act always in the best interests of the Company while performing their job duties. As such, Company Personnel should attempt to avoid actual or apparent conflicts of interest. A conflict of interest exists when your personal interests interfere with the best interests of Digital Edge. For example, a conflict of interest may occur when you or a family member receive a personal benefit because of your position with Digital Edge. Similarly, a conflict of interest may also arise from your personal relationship with a customer, supplier, vendor, competitor, business partner, or other Company Personnel, if that relationship impairs or may be perceived to impair your objective business judgment. Other specific areas of potential conflict of interest such as external business relationships, serving on boards, personal investments, gifts, entertainment, corporate opportunities, and certain personal relationships with other Company Personnel are discussed in more detail below. The best rule for any situation that appears to present a conflict of interest is to “abstain and disclose”. If it is not possible to avoid participating in the event or activity creating the conflict, (1) promptly disclose the potential conflict to your supervisor and contact the Legal Department and (2) avoid participating in decisions that might raise the appearance of a conflict until you receive appropriate guidance from the Company. The Company will consider the facts and circumstances of the situation to decide whether corrective or mitigating action is appropriate. Some specific potential conflicts of interest to be mindful of are as follows: a. Outside Business and Consulting Engagements Company Personnel must obtain approval from the Company prior to (1) beginning any employment, business, or consulting relationship with another company that is a current or potential competitor of Digital Edge or that otherwise has a business relationship with Digital Edge, or (2) accepting any teaching engagements with an educational institution, establishment, or other organization. In addition, you should avoid conducting Digital Edge business with members of your family or others with whom you have a significant personal or financial relationship without the prior approval of the Company. For further information, please refer to the Company’s Conflict of Interest Policy. b. Serving on Boards We encourage Company Personnel to be active in industry and civic associations. However, Company Personnel who serve on boards of directors or advisory boards of any entity or organization are required, prior to acceptance, to obtain approval from the Company. For further information, please refer to the Company’s Outside Directorship Policy. c. Investing in Other Companies Any passive investment of not more than five percent (5%) of the total outstanding shares of a publicly traded company is permitted without Digital Edge approval, provided that the investment is not so large financially (either in absolute dollars or percentage of your total investment portfolio) that it creates the appearance of a conflict of interest. However, any investment in more than two percent (2%) of a public company or any investment in a private company that is a current or potential competitor of Digital Edge or that has a business relationship with Digital Edge requires prior approval from the Company. Digital Edge reserves the right to review and revisit any prior investment approvals to avoid an actual or apparent conflict of interest. Digital Edge may periodically conduct an inquiry of Company Personnel to determine the status and circumstances of board memberships or investments, and Digital Edge Personnel are responsible for continually monitoring and reporting any change in circumstances that might give rise to an actual or apparent conflict of interest. For further information, please refer to the Company’s Conflict of Interest Policy. d. Gifts & Entertainment Giving or receiving gifts or entertainment to or from a current or future client or business partner can potentially create a conflict of interest, especially if the value of the item is significant. Accepting or providing gifts (such as company-branded swag or simple gift baskets) is generally fine if the market value of the item is de minimise and the gift is reasonable and customary and does not inappropriately bias future decision-making about working with the client or partner or create an appearance of impropriety. Additionally, accepting or providing certain business entertainment (such as an invitation to attend a local cultural or sporting event, or a celebratory meal with a business partner) can be appropriate, provided that the entertainment or meal is reasonable and customary and in the furtherance of a business relationship, the cost is not excessive, and it will not inappropriately bias future decision-making about working with the partner or create an appearance of impropriety. You should never give or receive cash, cash equivalents (such as gift cards), loans, or any item that obligates you to provide something in return, and you should never actively solicit gifts or entertainment from a current or potential clients or business partners. While you cannot give anything of value to a government official to get or keep business or gain an improper advantage, you may provide modest gifts, meals, and entertainment to government officials where there is a legitimate purpose, and the thing of value is not being provided in exchange for any action or inaction by the official. For guidance on giving and receiving of anything of value, please see the Company’s Anti-Bribery and Anti Corruption Policy, Gift & Entertainment Policy and Corporate Hospitality and Travel Hosting Policy. If you plan to expense any gift or entertainment to be provided to a client or business partner, please also see the Company’s Business Travel & Expense Reimbursement Policy. e. Corporate Opportunities Company Personnel may not exploit or take advantage of business opportunities that are discovered while working at the Company or by using its property or information for personal gain unless the opportunity is disclosed fully in writing to the Company’s Legal Department and the Company declines to pursue such opportunity and specifically authorizes (in writing) the pursuit of such opportunity by the disclosing Company Personnel. f. Potentially Conflicting Relationships Digital Edge does not prohibit dating among Company Personnel, nor does it prohibit relatives from working together within, for, or on behalf of the Company. However, if a potentially conflicting relationship, romantic or otherwise, involves two employees in a direct reporting relationship, in the same chain of command, or otherwise creates an actual or apparent conflict of interest, the employees must disclose the relationship to Human Resources. While both employees have a responsibility to disclose any such potential conflict, if you are a manager, your failure to properly disclose may result in a more serious disciplinary outcome. Upon learning of any potential conflict, Digital Edge may reassign at least one of the individuals to a different position or role within the Company. In any event, where your significant other, relative, or any other potentially conflicted person is within your chain of command, you must recuse yourself from any decision making concerning the person’s compensation, promotion, discipline, or termination and must refrain from participating in his/her performance review. Failure to do so my result in disciplinary action taken against you, up to and including termination of your employment with Digital Edge. If you have a personal or financial relationship with any service providers to Digital Edge, such as vendors, suppliers, or contingent workers, for which you have work-related responsibilities (e.g., where you are participating in vendor selection, determining the terms of a contract or assignment, etc.) you must disclose that relationship to the Legal Department and recuse yourself from any decision-making regarding that service provider. Digital Edge’s Board of Managers may from time to time adopt separate policies with respect to board members’ conflicts of interest in order to address the particular circumstances arising from their role as members of the board and to comply with the terms of the Limited Partnership Agreement. Any such policy will supersede the conflicts of interest guidelines above to the extent applicable. For further information, please refer to the Company’s Conflict of Interest Policy. Harassment, Discrimination and Workplace Violence Digital Edge does not tolerate unlawful harassment or any mistreatment (including sexual harassment or discrimination) by or of Company Personnel, guests, clients, or agency partners in the workplace or in a work-related situation, particularly on the basis of sex, race, color, nationality, ethnic or national origin, ancestry, citizenship, religion (or belief, where applicable), age, physical or mental disability, medical condition, sexual orientation, veteran status, marital status, genetic information or characteristics (or those of a family member), or any other category protected under applicable federal, state, or local law. We are dedicated to maintaining a creative, culturally diverse, and supportive work environment, and do not tolerate discrimination of employees or non-employees with whom we have a business, service, or professional relationship. This applies to all interactions where you represent Digital Edge. Furthermore, we do not tolerate workplace violence of any kind. If you witness or otherwise suspect harassment, discrimination, or workplace violence has occurred, you are encouraged, and managers are required, to promptly notify (either in writing or verbally) either Human Resources, the CLO, or contact our Ethics Hotline. For further information, please refer to our Dignity in the Workplace Policy. Drugs and Alcohol Our position on substance abuse is simple: It is incompatible with the health and safety of our employees, and we do not permit it. Consumption of alcohol is not banned at our offices, however, Company Personnel are expected to use good judgment and never drink in a way that leads to impaired performance or inappropriate behaviour, endangers the safety of others, or violates the law. Illegal drugs in our offices or at sponsored events are strictly prohibited. If a manager has reasonable suspicion to believe that an employee’s use of alcohol (or drugs) adversely affects an employee’s job performance or the safety of the employee or others in the workplace, the manager may request an alcohol and/or drug screening, where permitted by law. A reasonable suspicion may be based on objective symptoms such as the employee’s appearance, behaviour, or speech. Communications You should take care to ensure that all business records and communications, including electronic communications, are clear and accurate. Electronic communications include, but are not limited to email, messaging, video conferencing, chat rooms, phone, and fax. The Company may have obligations to preserve electronic communications and other information in connection with existing or reasonably foreseeable legal matters, such as litigation, investigations, subpoenas, or enforcement proceedings. Upon direction from the Legal Department (known as a Legal Hold Notice), you must not alter, delete, or destroy electronic communications or information subject to a Legal Hold Notice. Please remember that your business communications may be shared or become public through these legal events or publication in the media. Potential risks from inaccurate or misleading statements include, but are not limited to, misrepresentation, breach of contract and antitrust violations, not to mention embarrassment for the author of the communications. You must consult with the Communications Department and your CxO before making formal statements or providing information about Digital Edge, our products, or our business and fellow Company Personnel to journalists, bloggers, and industry analysts through any public forum (such as a trade show or conference). You may not give an endorsement or other statement on behalf of Digital Edge or personal endorsement that identifies your affiliation with Digital Edge, except when approved by the Communications Department or the Legal Department. In addition, you may not discuss Digital Edge’s business, including financial condition, business or financial performance, products, or business prospects, with financial analysts or actual or potential investors without the prior approval of the Finance Department. All requests for a representative of Digital Edge to participate in a financial conference (including speaking on a panel or attending a dinner or any event that targets the financial community) must be referred to the CFO for review and managing. If any such analysts or investors contact you, please refer such inquiries to firstname.lastname@example.org. For further information, please refer to our Communications Policy and IT Security Policy. Disclosures Digital Edge is committed to the transparency and integrity of its financial reports and other communications. Our Chief Executive Officer, Chief Financial Officer, Head of Finance, and people who perform similar functions are deemed our “senior financial officers” and are responsible for ensuring that the disclosure in Digital Edge’s financial reports is full, fair, accurate, timely, and understandable. Financial Integrity and Responsibility Company Personnel are expected to act responsibly and exercise sound judgment with respect to financial matters involving the Company. If, in the course of your duties, you spend money or distribute anything else of value, enter contracts, or maintain financial records on behalf of Digital Edge, you must keep accurate and complete records, submit accurate and complete reports as required, and comply with our systems of internal controls, including controls relating to the proper review and internal approvals in respect of such matters. When you submit an expense for reimbursement or spend money on the Company’s behalf, make sure that the cost is reasonable, directly related to the Company’s business, and supported by appropriate documentation. Always record the business purpose and comply with other expense reimbursement requirements (e.g., if you take someone out for a business dinner, always record full names, titles and companies of the people who attended, as well as the reason for the dinner). If you are uncertain about whether you should spend money or submit an expense for reimbursement, check with your manager. Managers are responsible for all money spent and expenses incurred by their direct reports and should carefully review such spend and expenses before approving. Also, each time you enter a business transaction on behalf of the Company, there should be documentation recording that agreement, which is required to be approved by the Legal Department. Do not sign a contract on behalf of the Company unless all the following are met:
- You are authorized to do so under the Company’s Delegation of Powers Policy. If you are unsure whether you are authorized, ask your manager.
- The agreement has been approved by the Legal Department. If you are using an approved Company form contract, you do not need further Legal approval unless you have made changes to the form or are using it for other than its intended purpose.
- You have studied the contract, understand its terms, and have decided that the contract is in Company’s interest.
- The sharing of competitively sensitive information with competitors;
- Leveraging market power to gain an unfair competitive advantage;
- Requiring a purchaser to resell a product at or above a particular price;
- Entering into agreements with suppliers or customers that impose exclusivity obligations; and
- Requiring customers to purchase one product to get access to another product.
- Attempts to make large payments in cash,
- Payments by someone who is not a party to the contract,
- Requests to pay more than provided for in the contract,
- Payments made in currencies other than those specified in the contract, or
- Payments from an unusual, non-business account,