CODE OF CONDUCT

This Code of Business Conduct and Ethics (the “Code”) has been adopted by SPARC Group LLC, including its subsidiaries and affiliates (collectively, the “Company”). It is not the Company’s intention to grant or permit waivers from the requirements of this Code. Those to whom the Code applies are required to adhere to its provisions completely and to address any perceived conflict with the Code in accordance with Section 8 below. This explanatory note is not part of the Code.

1. Introduction

The Company has adopted this Code, which is applicable to all of its Relevant Persons (as defined in paragraph 2 below), to focus the Relevant Persons on areas of ethical risk, provide guidance to personnel to help them recognize and deal with ethical issues, provide mechanism to report unethical conduct and help to foster a culture of honesty and accountability for adherence to the Code. In the Code, “Company” means, in appropriate context, SPARC Group LLC, its subsidiaries and affiliates.

2. Relevant Persons

The Code is applicable to all of the Company’s:

  • Officers, including, but not limited to, the Chief Executive Officer, Chief Financial Officer, President & Chief Merchandising Officer, Chief Human Resources Officer and Chief Sourcing Officer; and
  • Employees.

3. Honest and Ethical Conduct

Each Relevant Person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and dishonesty are inconsistent with integrity. Service to the Company should never be subordinated to personal gain and advantage. Specifically, each Relevant Person must:

  • Act with integrity, including being honest and candid while still maintaining the confidentiality of Company information where required or in the Company’s interests except when disclosure is authorized or legally mandated.
  • Observe, fully, applicable governmental laws, rules and regulations.
  • Comply with the requirements of applicable accounting and auditing standards and Company policies in the maintenance of a high standard of accuracy and completeness in the Company’s financial records.
  • Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices, including, but not limited to, paying or receiving any bribe, kickback or other payment in any form from any public official, government or any other company or individual to secure any concession or other favorable treatment for the Company or yourself.
  • Protect the Company’s assets and ensure that they are used efficiently and for legitimate business purposes.

4. Conflicts of Interest

A conflict of interest occurs when the private interests of a Relevant Person interferes with the interests of the Company. All Relevant Persons should avoid conflicts of interest wherever possible. Examples of conflict of interest situations, if material, include the following:

  • Any significant ownership interest in any supplier or advertiser;
  • Any consulting or employment relationship with any customer, supplier or competitor;
  • Any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to their work responsibilities with the Company;
  • The receipt of any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings;
  • Being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any close relative; and
  • Selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or employees are permitted to so purchase or sell.

Anything that would be a conflict for a Relevant Person will also be a conflict if it is related to a member of their immediate family or a close relative. The Company specifically prohibits the following conflicts of interest:

  • The receipt of improper benefits by a Relevant Person or a member of their immediate family or a close relative as a result of the Relevant Person’s position in the Company; and
  • The making of loans to or guaranteeing the obligations of a Relevant Person or a member of their immediate family or a close relative.

5. Compliance

It is the Company’s policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each Relevant Person to, and each Relevant Person must, adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.

6. Company Opportunities

All Relevant Persons have a duty to advance the legitimate interests of the Company when the opportunity to do so arises. All Relevant Persons are, therefore, prohibited from:

  • Taking for themselves personally opportunities that are discovered through the use of Company property, information or position;
  • Using Company property, information or position for personal gain; or
  • Competing with the Company.

7. Disclosure

The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company issues or files and communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate.

Each Relevant Person must:

  • Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and
  • In relation to the Relevant Person’s area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.

In addition, the Company’s Chief Executive Officer, Chief Financial Officer and any other officer or employee of the Company who is involved in financial reporting must familiarize themselves with any disclosure requirements applicable to the Company as well as the business and financial operations of the Company.

8. Reporting and Accountability

The owners and officers of the Company are responsible for applying this Code to specific situations in which questions are presented to them and have the authority to interpret this Code in any particular situation.

Any Relevant Person who becomes aware of any existing or potential breach of this Code is required to notify the Company’s Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer or General Counsel promptly. Notification may also be given through the Company’s Confidential Employee Hotline at (888) 565-7768. Failure to do so is itself a breach of this Code.

Specifically, each Relevant Person must:

  • Notify the Company’s the Company’s Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer or General Counsel promptly of any existing or potential violation of this Code.
  • If they become aware that violation of the Code has been reported, not retaliate against any employee or Relevant Person for reports of actual or potential violations that are made in good faith.

The Company, under advisement from the General Counsel, will take all action it considers appropriate to investigate any violations reported to it. If a violation has occurred, the Company will take such disciplinary or preventive action as the Company deems appropriate, after consultation with the Company’s owners.

Specifically, the Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:

  • Violations and potential violations will be reported to the Company’s General Counsel.
  • The General Counsel will take all appropriate action to investigate any violations reported to it.
  • If the General Counsel determines that a violation has occurred, it will inform the Company’s owners and the Company’s Chief Executive Officer, Chief Financial Officer and Chief Human Resources Officer (to the extent such violation does not involve such officers).
  • Upon being notified that a violation has occurred, after review by the Company’s owners, the General Counsel, Chief Executive Officer, Chief Financial Officer and Chief Human Resources Officer (to the extent such violation does not involve such officers), such disciplinary or preventive action may be taken by the Company as deemed appropriate, up to and including dismissal or, in the event of criminal or other serious violations of law, notification to appropriate law enforcement authorities.

9. Amendments and Waivers

Only the Company’s owners or a committee comprised of the Company’s Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer and General Counsel may amend or grant waivers from this Code.

A waiver is defined as a material departure from a provision of the Code and an implicit waiver means failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to a senior officer of the Company. Relevant Persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. Relevant Persons should note that the Company expects full compliance with this Code.

10. Inquiries

All inquiries in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s General Counsel, legal@sparcgroup.com.

Last updated March 2021