Rival Code Of Conduct



RIVAL CODE OF CONDUCT POLICY

Updated For: 1/2/2022

I. Purpose

Summary
 Rival and each of its associates, wherever they may be located, must conduct their affairs with uncompromising honesty and integrity and in full compliance with all laws and regulations. Business ethics are no different than personal ethics. The same high standard applies to both. As a Rival associate, you are required to adhere to the highest standard regardless of local custom.

Your Responsibilities

  • Comply with the Code of Conduct, the embedded principles, and all applicable laws and regulations.
  • Speak up. If you are aware of or suspect misconduct, a violation of this Code of Conduct or any other Rival policy, you must report it to the appropriate level of management.
  • Ask questions. If you are uncertain about how to proceed in any situation, discuss it with your manager, our CFO or our Compliance Officer.

Retaliation Is Not Tolerated
 Rival does not tolerate retaliation against any individual who brings forth a matter in good faith or who participates in the investigation of any matter in good faith. Any person who retaliates against or threatens to retaliate against another for raising a concern or allegation regarding actual or potential misconduct will be subject to disciplinary action, up to and including termination.


II. Scope

Associates are expected to be honest and ethical in dealing with each other, clients, vendors and all other third parties. Doing the right thing means doing it right every time.

You must also respect the rights of your fellow associates and third parties. Your actions must be free from discrimination, libel, slander or harassment. Each person must be accorded equal opportunity, without regard to their race, color, creed, religion, national origin, age, sex, marital status, lawful alien status, non-job related physical or mental disability, veteran’s status, sexual orientation, gender identity or expression or any other basis prohibited by law.

Misconduct cannot be excused because it was directed or requested by another. You are expected to alert management whenever an illegal, dishonest or unethical act is discovered or suspected. You will never be retaliated against for reporting your discoveries or suspicions.

Rival conducts its affairs consistent with the applicable laws and regulations of the countries where it does business. Business practices, customs and laws differ from country to country. When conflicts arise between Rival’s ethical practices and the practices, customs, and the laws of a country, Rival seeks to resolve them consistent with its ethical beliefs. If the conflict cannot be resolved consistent with its ethical beliefs, Rival will not proceed with the proposed action giving rise to the conflict. These ethical standards reflect who we are and are the standards by which we choose to be judged.

The following statements relate to frequently raised ethical concerns. A violation of the standards contained in this Code of Conduct will result in progressive discipline, including possible dismissal.

  1. Compliance with Law
     You are expected to comply with all applicable laws, rules and regulations. If you have questions, the Rival Legal Department can assist you.

 

B. Human Rights
 Rival adopts an approach to human rights consistent with the United Nations Universal Declaration of Human Rights, supports and respects the protection of internationally proclaimed human rights, and ensures that we are not complicit in human rights abuses.

We shall not (i) use any form of slave, forced, bonded, indentured or involuntary labor, and shall fully comply with all laws that prohibit the use thereof, as and when applicable (e.g., the U.K. Modern Slavery Act 2015); (ii) engage in human trafficking or exploitation; (iii) import goods tainted by slavery or human trafficking; or (iv) retain employees’ government-issued identification, passports or work permits as a condition of employment.


C. Conflicts of Interest

You must avoid any personal activity, investment or association which could appear to interfere with good judgment concerning Rival’s best interests. You may not exploit your position or relationship with Rival for personal gain. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if you:

  • cause Rival to engage in business transactions with you, your relatives or friends;
  • use nonpublic Rival, client or vendor information for personal gain by you, relatives or friends (including securities transactions based on such information);
  • have more than a modest financial interest in Rival’s vendors, clients or competitors;
  • receive a loan, or guarantee of obligations, from Rival or a third party as a result of your position at Rival; or
  • compete, or prepare to compete, with Rival while still employed by Rival.

There are other situations in which a conflict of interest may arise. If you have concerns about any situation, follow the steps outlined in the Section on "Reporting an Ethical Concern."


D. Gifts, Bribes and Kickbacks

The following statement contains general guidance on Gifts, Bribes and Kickbacks. You should refer to Rival’s Anti-Bribery Policy for more detailed guidance in this area.


E. Improper Use or Theft of Rival Property
 Every associate must safeguard Rival property from loss or theft, and may not use or take such property for personal use. Rival property includes confidential information, software, computers, smartphones, cell phones, office equipment, and supplies. You must appropriately secure all Rival property within your control to prevent its unauthorized use. Use of Rival’s electronic communications systems must conform with Rival’s policies, which, among other things, preclude using such systems to access or post material that: is pornographic, obscene, sexually-related, profane or otherwise offensive; is intimidating or hostile; or violates any laws or regulations. Notwithstanding the foregoing, associates may make limited non-business use of Rival’s electronic communication systems (e.g., smartphones, cell phones, computers), provided that (a) such use: (i) is occasional; (ii) does not interfere with the associate’s professional responsibilities; (iii) does not diminish productivity; or (iv) does not violate this Code or any other policy; or (b) an exception is specifically authorized in writing by Rival Executive Management.


F. Covering Up Mistakes; Falsifying Records
 Mistakes should never be covered up, but should be immediately fully disclosed and corrected. Falsification of any Rival, client or third-party record is prohibited. If you are uncertain about whether a mistake has been made, you should seek guidance from your immediate supervisor or manager.


G. Protection of Rival, Client and Vendor Information
 Rival is committed to respecting the privacy and security of all personal information that is entrusted to us and to complying with all of the laws that govern the collection, use and processing of personal information. You must comply at all times with Rival’s Privacy Policy and the related privacy and information security standards that Rival has adopted. 

You may not disclose Rival, client or vendor confidential or proprietary information to others. Additionally, you must take appropriate steps – including securing documents, limiting access to computers and electronic media, and proper disposal methods – to prevent unauthorized access to such information. Proprietary and/or confidential information includes, among other things, personal information, business methods, pricing and marketing data, strategy, computer code, screens, forms, experimental research, and information about, or received from, Rival’s current, former and prospective clients, vendors and associates. 

If you learn about any potential Rival acquisition, disposition, joint venture or similar event, you must at all times keep that knowledge confidential and may not discuss it with any other person, including Rival associates who are known to you to regularly work on such transactions. If you learn about it through a rumor or any unauthorized source, you must immediately contact Rival’s Legal Department.


H. Gathering Competitive Information
 When gathering competitive information, you must not violate our competitors’ rights. You may not accept, use or disclose their confidential or proprietary information which includes information that provides a competitor with a business advantage and is not known to the public.

You may access publicly available information such as annual reports, company web sites and publications, public presentations and public marketing documents, journal and magazine articles, stockbroker analyses, advertisements and other public media filings and offerings.

Particular care must be taken when dealing with a competitor’s present and former clients, vendors and employees. Never ask for, accept or use confidential or proprietary information of our competitors. Never ask any person to violate a non-compete or non-disclosure agreement or to reveal confidential or proprietary information.

You may never use any type of ruse, scheme, misrepresentation or omission to obtain any information - whether confidential or not.

If you use third-party consultants to assist in gathering competitive information you must be extremely diligent that they strictly adhere to both the letter and spirit of this Code of Business Conduct & Ethics and that both the receipt and use of the gathered information is fully lawful, including applicable antitrust laws. In no event may you use a third party to undertake activities that would be unacceptable or improper if conducted by Rival.

As a general rule, you should never engage in any course of action that you feel would be inappropriate or unethical if conducted by or on behalf of a competitor to obtain Rival information. If you are uncertain what may be obtained or used, the Rival Legal Department can assist you.


I. Sales: Defamation and Misrepresentation
 Sales associates should always seek to provide high value products and services, best suited to a client’s or prospect’s request or needs. It is each associate’s obligation to ensure that clients and prospects are not offered products or services that have no beneficial value to the client or are not well suited to the client’s or prospect’s business needs. Selling must never include misstatements or lies about Rival products and services, or about client’s or prospect’s needs. Spreading rumors, even indirectly, about our competitors, their products or their financial condition is strictly prohibited.


J. Use of Rival and Third-Party Software
 Rival and third-party software may be distributed and disclosed only to associates authorized to use it, and to clients in accordance with terms of a Rival agreement. Rival and third-party software may not be copied without specific authorization and may be used only to perform assigned responsibilities.

All third-party software must be properly licensed, or otherwise utilized in accordance with its terms of use. The license agreements for such third-party software may place various restrictions on the disclosure, use and copying of software.


K. Developing Software
 Associates involved in the design, development, testing, modification or maintenance of Rival software must not tarnish or undermine the legitimacy and integrity of Rival’s products by copying or using unauthorized third-party software or confidential information. You may not possess, use or discuss proprietary computer code, output, documentation or trade secrets of a non-Rival party, unless authorized by such party.

 

L. Fair Dealing
 No Rival associate should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

 

M. Fair Competition and Antitrust Laws
 Rival must comply with all applicable antitrust laws (often known outside the U.S. as competition laws). These laws attempt to ensure that businesses compete fairly and honestly and prohibit conduct seeking to reduce or restrain competition. If you are uncertain whether a contemplated action raises unfair competition or antitrust issues, the Rival Legal Department can assist you. 

 

N. Securities Trading
 No Rival associate may buy or sell securities while aware of material information not available to the public. Persons who give such undisclosed “inside” information to others may be as liable as persons who trade securities while aware of such information. Securities laws may be violated if you, or any relatives or friends, trade in securities of Rival, or any of its clients or vendors, while aware of “inside” information. If you are uncertain, the Rival Legal Department can assist you.

 

O. Speaking on Behalf of Rival
 You may not discuss Rival or its business with the media, investment community, or industry analysts or consultants unless authorized to do so. If you are contacted by a member of the media regarding a matter involving Rival, you must refer the inquiry to an Executive Officer. You may not disclose material, non-public information about Rival to anyone outside Rival, including securities professionals, security holders, potential investors, or industry analysts or consultants seeking industry information on behalf of third parties, without appropriate prior approval and involvement of the Rival Legal Department.

 

P. Political Contributions and Lobbying
 No funds or other assets of Rival may be used to make contributions, loans or payments to (i) any elected or appointed official, political party, candidate for office, or political action committee (PAC), (ii) pay for a candidate’s or elected or appointed official’s transition, inaugural or legal defense expenses, or (iii) make any independent expenditures on behalf of any elected or appointed official, political party, candidate for office, or PAC, in any country or region, even where allowed by law. In addition to cash payments, political contributions include in-kind contributions such as the purchase of tickets to fund-raising events, political advertisements, donations of products or services, work performed by associates during paid working hours, and the free use of Rival facilities by any elected or appointed official, political party, candidate for office, or PAC.

Unless otherwise specifically prohibited by Rival, you may make personal contributions to the extent permissible under federal or state law. Some state and local governments impose unique restrictions and disclosure requirements on public sector contractors, known as “pay-to-play” requirements. These requirements may restrict the personal political contributions of Rival associates with substantive responsibilities for the negotiation and oversight of the contract, and their spouses and dependent children. Rival associates must comply with all such requirements and should not make any personal political contributions to the extent they are restricted by applicable law. In addition, Rival is required to annually collect and report information with various states about certain political contributions by Rival entities, officers and directors of those entities and their spouses and dependent children. As a result, officers and directors of Rival entities and various other Rival associates with substantive responsibilities for the negotiation and oversight of contracts with government clients should ensure that they comply with these requirements. Failure to comply with these requirements may result in Rival being barred from doing business with certain government clients. If you have questions, the Rival Legal Department can assist you.

You may not make any political contributions as a representative or on behalf of Rival, and you may not use Rival’s name in any way that may create the impression that you are speaking or acting for or on behalf of Rival. Rival will not recognize, reimburse, or compensate associates for their personal political contributions. You may not pressure or coerce any associate to make personal political expenditures or take any retaliatory action against associates who do not make such expenditures.

Portions of Rival’s business are subject to various laws and government regulations. At times, Rival works with lawmakers and government agencies regarding policy and legislation that may affect the manner in which we conduct some aspects of our business, including the areas of payroll services, human capital management services, benefits administration services, and professional employer organization services. You may not contact any government personnel on behalf of Rival regarding legislation, existing laws and regulations, and governmental actions, or engage in any other lobbying activities on behalf of Rival, without the prior approval of the Rival Legal Department. Rival associates engaged in such activities must comply with all applicable laws and regulations. If you have questions, the Rival Legal Department can assist you.


Q. Record Keeping and Financial Reporting
 Rival requires honest and accurate recording and reporting of information in order to make responsible business decisions.

All of Rival’s books, records, accounts and financial statements must be maintained in reasonable detail, accurately and appropriately reflect transactions and comply with applicable legal and accounting requirements as well as Rival’s internal controls and procedures. You must be aware of and strictly follow additional guidelines addressed in Rival’s Anti-Bribery Policy.


R. Records Retention
 You have a responsibility to understand the specific retention rules and practices that apply within your organization. The definition of “record” is very broad and different records have different retention periods. In general, you may never destroy, alter, or conceal, with an improper purpose, any record or otherwise impede any official proceeding, either personally, in conjunction with, or by attempting to influence, another person.

 

S. Waivers
 The Code of Conduct applies to all Rival associates and its Board of Directors. There shall be no waiver of any part of the Code, except by a vote of the Board of Directors, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect Rival.

In the event that any waiver is granted, the waiver will be posted on the Rival website, thereby allowing the Rival shareholders to evaluate the merits of the particular waiver.

 


T. Reporting Ethical Violations
 Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are aware of or suspect misconduct, you must report it to the appropriate level of management.

You may also contact Rival Legal Department or the Board of Directors (anonymously, if you wish, where allowed by local law):

Any reports that involve the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer will be immediately communicated to the Chairman of the Board of Directors.

Your calls, detailed notes and /or emails will be dealt with confidentially unless it is necessary to share such information in order to address the matter appropriately. Regardless, you have the commitment of Rival and Rival’s Board of Directors that if you made a report in good faith, you will be protected from retaliation. You should also know that Rival has taken necessary steps to ensure that the personal data transferred to the United States is protected appropriately and as required.

Nothing in this or any other Rival policy prohibits you from providing information to the U.S. Securities and Exchange Commission or any government agency in a manner contemplated by relevant law or regulation.


III. Conclusion

You are ultimately the guardian of Rival’s ethics. While there are no universal rules, when in doubt, ask yourself:

  • Will my actions be ethical in every respect and fully comply with the law and with Rival policies?
  • Will my actions appear improper to others?
  • Will my actions make me feel uncomfortable?
  • How would I feel if I did nothing at all?
  • Will my actions be questioned by my supervisors, associates, clients, family and the general public?
  • Will my actions potentially damage Rival’s reputation?
  • Am I trying to fool anyone, including myself, as to the propriety of my actions?

If you are uncomfortable with your answer to any of the above, you should not take the contemplated actions without first discussing them with your local management. If you are still uncomfortable, please follow the steps outlined above in the Section on "Reporting Ethical Violations." All associates, and managers in particular, are responsible for creating an environment that both facilitates open discussion of issues and makes it easy and comfortable to raise concerns without fear of reprisal.

Any associate who ignores or violates any of Rival’s ethical standards, or who penalizes a subordinate for trying to follow those standards, or willfully or knowingly omits to tell the entire truth during any ethics or other Rival investigation, or obstructs, defeats or attempts to stop an ethics or other Rival investigation, will be subject to progressive discipline, up to and including immediate dismissal. However, it is not the threat of discipline that should govern your actions. We hope you share our belief that a dedicated commitment to ethical behavior is the right thing to do and the surest way for Rival to remain one of the world’s most ethical and highly successful companies.

The Rival Legal Department is responsible for the interpretation and administration of this policy.
Any printed versions of this document should be used for immediate reference only.
Please refer to the latest electronically approved version.
 Revised to January 2, 2022 (U.S.)