Code of Conduct - Florida

CODE OF CONDUCT

[COMPANY NAME]

Florida-Compliant Employee Code of Conduct

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Effective Date: [DATE]
Version: [VERSION NUMBER]
Approved By: [BOARD OF DIRECTORS / EXECUTIVE COMMITTEE]
Policy Owner: [CHIEF COMPLIANCE OFFICER / GENERAL COUNSEL / HR]

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MESSAGE FROM LEADERSHIP

Dear [COMPANY NAME] Team Members,

Our Code of Conduct reflects who we are as a company and what we stand for. It establishes the standards of integrity, ethics, and compliance that guide everything we do.

This Code applies to everyone at [COMPANY NAME]—officers, directors, employees, and those who work on our behalf. It is not just a document to read once and file away; it is a living guide that should inform your daily decisions and actions.

If you ever face a situation where you are unsure of the right course of action, I encourage you to:

• Review this Code and our related policies
• Consult with your manager, Human Resources, or the Compliance Department
• Use our confidential reporting channels if needed

Our success depends on maintaining the trust of our customers, partners, regulators, and each other. That trust is built through consistent ethical conduct.

Thank you for your commitment to upholding our values.

Sincerely,

[NAME]
[TITLE - CEO/President]

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TABLE OF CONTENTS

1. Introduction and Scope
2. Core Values and Ethical Principles
3. Compliance with Laws and Regulations
4. Workplace Conduct and Equal Opportunity
5. Conflicts of Interest
6. Gifts, Entertainment, and Business Courtesies
7. Anti-Corruption and Anti-Bribery
8. Trade Compliance, Sanctions, and Export Controls
9. Data Privacy and Information Security
10. Confidentiality and Proprietary Information
11. Financial Integrity and Accurate Records
12. Company Assets and Resources
13. Fair Competition and Antitrust
14. Health, Safety, and Environment
15. Social Media and External Communications
16. Reporting Concerns and Non-Retaliation
17. Investigations and Disciplinary Action
18. Training and Certification
19. Governance, Waivers, and Amendments
20. Florida-Specific Legal Requirements
21. Acknowledgment Form

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ARTICLE 1: INTRODUCTION AND SCOPE

1.1 Purpose

This Code of Conduct ("Code") establishes the ethical standards, legal compliance requirements, and behavioral expectations for all individuals associated with [COMPANY NAME] (the "Company"). It serves as a foundation for building and maintaining trust with our stakeholders, including employees, customers, shareholders, regulators, and the communities in which we operate.

1.2 Scope and Applicability

This Code applies to:

☐ All officers and directors of the Company
☐ All full-time, part-time, and temporary employees
☐ All contractors, consultants, and agency workers performing services for the Company
☐ All interns, volunteers, and trainees
☐ All subsidiaries, affiliates, and controlled joint ventures
☐ Third parties acting on behalf of the Company (as applicable through contractual obligations)

Geographic Scope: This Code applies globally to all Company operations. Where local laws or regulations impose stricter requirements, those stricter standards apply.

1.3 Relationship to Other Policies

This Code works in conjunction with the Company's other policies, including but not limited to:

• Employee Handbook
• Anti-Corruption Policy
• Information Security Policy
• Data Privacy Policy
• Insider Trading Policy
• Acceptable Use Policy
• Travel and Expense Policy
• Third-Party Due Diligence Policy
• Whistleblower Policy
• [OTHER COMPANY POLICIES]

In the event of a conflict between this Code and another policy, the more restrictive standard applies. In the event of a conflict with applicable law, the law controls.

1.4 Individual Responsibility

Every person covered by this Code is responsible for:

1. Knowing the Rules: Reading, understanding, and following this Code and related policies
2. Seeking Guidance: Asking questions when uncertain about the right course of action
3. Speaking Up: Reporting known or suspected violations promptly
4. Cooperating: Participating honestly and fully in any investigation
5. Leading by Example: Demonstrating ethical behavior in all interactions

Manager/Supervisor Responsibilities: Managers and supervisors have additional duties to:

• Model ethical conduct
• Create an environment where employees feel comfortable raising concerns
• Enforce the Code consistently
• Escalate concerns appropriately
• Never retaliate against anyone who reports in good faith

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ARTICLE 2: CORE VALUES AND ETHICAL PRINCIPLES

2.1 Our Core Values

[COMPANY NAME] is built on the following core values:

Integrity
We act honestly, ethically, and transparently in all our dealings. We do what is right, even when no one is watching.

Respect
We treat every individual with dignity and respect, valuing diverse perspectives and fostering an inclusive environment.

Excellence
We strive for the highest quality in everything we do, continuously improving and holding ourselves accountable.

Accountability
We take responsibility for our actions and their consequences. We honor our commitments.

Compliance
We follow all applicable laws, regulations, and Company policies. We maintain the highest standards of legal and ethical conduct.

2.2 Ethical Decision-Making Framework

When facing an ethical dilemma, ask yourself:

Question	Consideration
Is it legal?	Does it comply with all applicable laws and regulations?
Is it ethical?	Does it align with our values and this Code?
Is it fair?	Would I be comfortable if others were treated the same way?
Is it transparent?	Would I be comfortable if this became public knowledge?
Is it right?	Does it feel right in my gut? Would I be proud of this decision?

If the answer to any of these questions is "no" or "I'm not sure," STOP and seek guidance.

2.3 Resources for Guidance

Resource	Contact
Your direct supervisor/manager	[AS APPROPRIATE]
Human Resources Department	[PHONE/EMAIL]
Compliance Department	[PHONE/EMAIL]
Legal Department	[PHONE/EMAIL]
Ethics Hotline (anonymous)	[1-800-XXX-XXXX / WEBSITE]

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ARTICLE 3: COMPLIANCE WITH LAWS AND REGULATIONS

3.1 General Compliance Obligation

All Company personnel must comply with all applicable laws, rules, and regulations in every jurisdiction where we operate. Ignorance of the law is not an excuse for non-compliance.

3.2 Key Regulatory Areas

Area	Key Laws/Regulations	Responsible Department
Employment	Title VII, FLSA, ADA, FMLA, Florida Civil Rights Act	Human Resources
Anti-Corruption	FCPA, UK Bribery Act, Florida Bribery Statute	Legal/Compliance
Securities	Securities Act, Exchange Act, Insider Trading Laws	Legal/Finance
Data Privacy	CCPA, GDPR, FIPA (Florida), HIPAA	IT/Privacy Office
Antitrust	Sherman Act, Clayton Act, FTC Act	Legal
Environmental	Clean Air Act, Clean Water Act, RCRA	EHS
Export Controls	EAR, ITAR, OFAC Sanctions	Legal/Trade Compliance
[ADD AS APPLICABLE]

3.3 Consequences of Non-Compliance

Violations of law can result in:

For the Company:

• Civil and criminal penalties
• Regulatory sanctions
• Debarment from government contracts
• Reputational damage
• Loss of business licenses

For Individuals:

• Disciplinary action up to and including termination
• Personal civil liability
• Personal criminal liability (including fines and imprisonment)
• Professional license revocation

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ARTICLE 4: WORKPLACE CONDUCT AND EQUAL OPPORTUNITY

4.1 Equal Employment Opportunity

[COMPANY NAME] is an equal opportunity employer. We are committed to providing equal employment opportunities to all applicants and employees without regard to:

• Race, color, or ethnicity
• Religion or creed
• Sex, gender, or gender identity
• Sexual orientation
• National origin or ancestry
• Age (40 and over)
• Disability (physical or mental)
• Genetic information
• Pregnancy, childbirth, or related conditions
• Marital or familial status
• Veteran or military status
• Citizenship or immigration status (as permitted by law)
• Any other characteristic protected by applicable federal, state, or local law

This commitment applies to all terms and conditions of employment, including recruitment, hiring, promotion, compensation, benefits, training, discipline, and termination.

4.2 Harassment-Free Workplace

The Company prohibits all forms of harassment, including but not limited to:

Sexual Harassment:

• Unwelcome sexual advances or requests for sexual favors
• Verbal, visual, or physical conduct of a sexual nature
• Quid pro quo harassment (conditioning employment decisions on sexual conduct)
• Creating a hostile work environment based on sex

Other Harassment:

• Offensive jokes, slurs, epithets, or name-calling
• Intimidation, threats, or physical assault
• Ridicule, mockery, or insults
• Display of offensive objects, pictures, or materials
• Interference with work performance

What to Do:
If you experience or witness harassment:

1. Tell the harasser to stop (if you feel comfortable doing so)
2. Report the conduct to your supervisor, HR, or through the hotline
3. Document the incidents (dates, times, witnesses, what was said/done)

4.3 Workplace Violence Prevention

The Company has zero tolerance for workplace violence, including:

• Physical assault or threats of violence
• Intimidation or bullying
• Possession of weapons on Company premises (unless authorized by law and Company policy)
• Stalking or threatening behavior
• Domestic violence that affects the workplace

Reporting: Report any violent or threatening behavior immediately to your supervisor, HR, or Security. In an emergency, call 911.

4.4 Drug-Free Workplace

The Company maintains a drug-free workplace. The following are prohibited:

☐ Being under the influence of alcohol or illegal drugs while working
☐ Possession, use, sale, or distribution of illegal drugs on Company premises
☐ Misuse of prescription medications
☐ [COMPANY-SPECIFIC POLICIES ON ALCOHOL AT COMPANY EVENTS]

Employees requiring accommodation for substance abuse treatment should contact HR confidentially.

4.5 Florida Civil Rights Act Compliance

In addition to federal EEO laws, the Company complies with the Florida Civil Rights Act of 1992 (Fla. Stat. §§ 760.01-760.11), which prohibits discrimination in employment based on race, color, religion, sex, pregnancy, national origin, age, handicap, or marital status.

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ARTICLE 5: CONFLICTS OF INTEREST

5.1 General Principle

A conflict of interest arises when your personal interests (or those of a family member or close associate) interfere or appear to interfere with the interests of the Company. All employees must avoid conflicts of interest and the appearance of conflicts.

5.2 Common Conflict Situations

Disclosure is required for the following situations:

☐ Outside Employment/Board Service: Serving as an officer, director, employee, or consultant of another business, particularly competitors, suppliers, or customers

☐ Financial Interests: Owning a significant financial interest (typically >1%) in a competitor, supplier, or customer

☐ Family Relationships: Having a family member who works for a competitor, supplier, or customer, or who has a business relationship with the Company

☐ Business Opportunities: Taking for yourself a business opportunity that belongs to or may interest the Company

☐ Related Party Transactions: Conducting Company business with a company owned or controlled by you or a family member

☐ Romantic Relationships: Romantic relationships with subordinates, supervisors, or individuals with whom you have business dealings on behalf of the Company

5.3 Disclosure and Approval Process

Step	Action
1	Identify the potential conflict
2	Disclose in writing to your supervisor and Compliance
3	Provide all relevant details
4	Await approval before proceeding
5	Follow any conditions imposed
6	Update disclosure if circumstances change

Disclosure Form: Use [FORM NAME/NUMBER] or submit to [EMAIL/SYSTEM].

5.4 Recusal

In some cases, even with disclosure, you may need to recuse yourself from decisions or activities where you have a conflict. Follow the direction of Compliance or Legal.

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ARTICLE 6: GIFTS, ENTERTAINMENT, AND BUSINESS COURTESIES

6.1 General Principles

Business gifts and entertainment can build relationships but can also create conflicts of interest or the appearance of impropriety. All gifts and entertainment must be:

• Legal under applicable laws
• Reasonable in value and frequency
• Appropriate to the business relationship
• Properly recorded in Company books and records
• Never intended to improperly influence a business decision

6.2 Receiving Gifts and Entertainment

Category	Permitted	Approval Required	Prohibited
Branded promotional items	✓
Modest meals with business purpose	✓
Gifts valued at $[50-100] or less	✓
Gifts valued at $[100-250]		Pre-approval required
Gifts valued over $[250]			✗ (return or donate)
Cash or cash equivalents			✗ (always prohibited)
Entertainment (concerts, sports)	✓ (host attends)	If >$[VALUE]
Travel paid by third party		Pre-approval required
Lavish or inappropriate entertainment			✗

6.3 Giving Gifts and Entertainment

When giving gifts or entertainment on behalf of the Company:

☐ Ensure it serves a legitimate business purpose
☐ Stay within budgeted amounts
☐ Obtain pre-approval for gifts over $[VALUE]
☐ Ensure accurate expense reporting
☐ Never offer gifts to influence a business decision
☐ Never offer gifts that violate the recipient's policies

6.4 Government Officials - STRICT RULES

SPECIAL CAUTION: Gifts and entertainment involving government officials are subject to strict legal restrictions under federal, state, and local law (including the federal FCPA and Florida Statutes Chapter 112).

Requirements:

• Pre-approval from Legal/Compliance is ALWAYS required
• Many gifts to government officials are prohibited entirely
• Detailed records must be maintained
• Violations can result in criminal prosecution

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ARTICLE 7: ANTI-CORRUPTION AND ANTI-BRIBERY

7.1 Zero Tolerance Policy

[COMPANY NAME] has zero tolerance for bribery and corruption in any form. We comply with all applicable anti-corruption laws, including:

• U.S. Foreign Corrupt Practices Act (FCPA)
• UK Bribery Act 2010
• Florida Bribery Statute (Fla. Stat. § 838.015)
• Local anti-corruption laws in all jurisdictions where we operate

7.2 What is Prohibited

You may NEVER:

☐ Offer, promise, give, or authorize the giving of anything of value to any person (directly or through intermediaries) to:

• Obtain or retain business
• Secure an improper advantage
• Influence an official act or decision
• Induce a violation of duty

☐ Accept bribes or kickbacks

☐ Make facilitation payments (except where legally required for personal safety, with immediate Legal approval and documentation)

☐ Make political contributions on behalf of the Company without Legal approval

☐ Make charitable donations that are intended to improperly influence a business decision

7.3 Government Officials

"Government official" is broadly defined and includes:

• Elected officials and candidates for office
• Government employees at any level
• Employees of state-owned enterprises
• Public international organization employees (UN, World Bank, etc.)
• Royal family members
• Political party officials

Any interaction with government officials requires heightened scrutiny and often pre-approval.

7.4 Third-Party Due Diligence

The Company can be held liable for the corrupt acts of third parties acting on our behalf (agents, consultants, distributors, etc.). Before engaging third parties:

☐ Conduct appropriate due diligence (background checks, reference checks)
☐ Include anti-corruption representations and audit rights in contracts
☐ Monitor for red flags during the relationship
☐ Report any concerns immediately

7.5 Red Flags

Be alert for indicators of potential corruption:

• Requests for cash payments or unusual payment arrangements
• Requests for payments to third parties or third countries
• Excessive commissions or fees
• Lack of transparency in business dealings
• Unusual urgency or pressure to make payments
• History of corruption allegations
• Family or business connections to government officials

If you observe red flags, STOP and consult Legal/Compliance before proceeding.

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ARTICLE 8: TRADE COMPLIANCE, SANCTIONS, AND EXPORT CONTROLS

8.1 Trade Compliance Overview

The Company complies with all applicable trade laws, including:

• U.S. Export Administration Regulations (EAR)
• International Traffic in Arms Regulations (ITAR)
• Office of Foreign Assets Control (OFAC) Sanctions
• Antiboycott regulations
• Customs and import laws

8.2 Sanctions Compliance

OFAC Sanctions: The U.S. maintains comprehensive and targeted sanctions against certain countries, entities, and individuals. It is illegal to conduct business with sanctioned parties.

Screening Requirements:
☐ All new customers, suppliers, and business partners must be screened against sanctions lists
☐ Ongoing monitoring is required
☐ Any potential match must be escalated to Compliance before proceeding

Sanctioned Countries: As of the date of this Code, comprehensive sanctions apply to [LIST CURRENT SANCTIONED COUNTRIES - e.g., Cuba, Iran, North Korea, Syria, Crimea region]. This list changes frequently—consult Trade Compliance for current information.

8.3 Export Controls

Certain products, technology, and technical data are subject to export controls. Before exporting (including sharing information with foreign nationals):

☐ Determine if the item is controlled
☐ Identify the export classification
☐ Screen the end-user and end-use
☐ Obtain any required licenses
☐ Maintain required records

Deemed Export: Sharing controlled technology with a foreign national in the U.S. may constitute an export to that person's country of nationality.

8.4 Antiboycott Compliance

U.S. law prohibits participation in unsanctioned foreign boycotts (e.g., the Arab League boycott of Israel). Report any boycott-related requests to Legal within [5] business days.

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ARTICLE 9: DATA PRIVACY AND INFORMATION SECURITY

9.1 Data Privacy Principles

The Company is committed to protecting the privacy of personal information. We adhere to the following principles:

Collection Limitation: Collect only the personal data that is necessary for legitimate business purposes.

Purpose Limitation: Use personal data only for the purposes for which it was collected, unless further use is compatible or consent is obtained.

Data Quality: Keep personal data accurate, complete, and up to date.

Security: Implement appropriate technical and organizational measures to protect personal data.

Individual Rights: Respect individuals' rights regarding their personal data (access, correction, deletion, etc.).

Accountability: Document compliance and be prepared to demonstrate it.

9.2 Florida Information Protection Act (FIPA)

The Company complies with the Florida Information Protection Act of 2014 (Fla. Stat. § 501.171), which requires:

Reasonable Security Measures:

• Protect personal information against unauthorized access, use, modification, or disclosure
• Implement security measures appropriate to the nature of the data

Data Breach Notification:

• Notify affected Florida residents within 30 days of discovering a breach
• Notify the Florida Attorney General if breach affects more than 500 Florida residents
• Provide specific information in the notice as required by law

Data Disposal:

• Take reasonable measures to dispose of personal information when no longer needed

9.3 Information Security Requirements

All personnel must:

☐ Use strong, unique passwords and enable multi-factor authentication
☐ Lock computers when away from workstations
☐ Protect mobile devices and portable storage
☐ Report lost or stolen devices immediately
☐ Not share passwords or access credentials
☐ Use only approved software and cloud services
☐ Be vigilant against phishing and social engineering
☐ Encrypt sensitive data in transit and at rest
☐ Follow the Company's data classification policy
☐ Report suspected security incidents immediately

9.4 Incident Response

If you suspect a data breach or security incident:

1. Do not attempt to investigate on your own
2. Report immediately to IT Security: [PHONE/EMAIL]
3. Preserve any evidence (don't delete emails, logs, etc.)
4. Do not discuss the incident with unauthorized persons
5. Cooperate with the incident response team

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ARTICLE 10: CONFIDENTIALITY AND PROPRIETARY INFORMATION

10.1 Confidential Information Defined

Confidential information includes any non-public information about the Company, its business, employees, customers, suppliers, or partners, including:

• Trade secrets and proprietary technology
• Business strategies and plans
• Financial information and projections
• Customer and supplier lists and information
• Pricing and cost information
• Employee personal information
• Pending mergers, acquisitions, or transactions
• Legal matters and litigation strategy
• [COMPANY-SPECIFIC CATEGORIES]

10.2 Protection Obligations

You must:

☐ Protect confidential information from unauthorized disclosure
☐ Share confidential information only on a need-to-know basis
☐ Use confidential information only for legitimate business purposes
☐ Follow information classification and handling procedures
☐ Mark documents appropriately
☐ Secure physical and electronic documents
☐ Use approved methods for transmitting confidential information
☐ Not discuss confidential information in public places

10.3 Third-Party Confidential Information

The Company may receive confidential information from third parties under non-disclosure agreements. You must:

☐ Honor the terms of those agreements
☐ Not use third-party confidential information for unauthorized purposes
☐ Protect it as carefully as Company confidential information

10.4 Post-Employment Obligations

Your obligation to protect confidential information continues after your employment ends. Upon departure:

☐ Return all Company property and confidential information
☐ Do not take or copy confidential information
☐ Continue to maintain confidentiality as required by your agreements

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ARTICLE 11: FINANCIAL INTEGRITY AND ACCURATE RECORDS

11.1 Accurate Books and Records

The Company requires that all financial books, records, and accounts accurately reflect all transactions and events. This includes:

☐ All transactions must be properly authorized
☐ All transactions must be recorded in the correct period
☐ All transactions must be properly classified
☐ Assets must be properly safeguarded
☐ No undisclosed or unrecorded funds or assets may be established
☐ Records may not be falsified or manipulated

11.2 Expense Reporting

All expense reports must be:

• Accurate and complete
• Supported by appropriate documentation
• Submitted timely
• Properly approved
• In compliance with Company policy

Falsifying expense reports is grounds for immediate termination and may constitute fraud.

11.3 Internal Controls

All employees must:
☐ Follow established internal controls and procedures
☐ Cooperate with internal and external auditors
☐ Report any control weaknesses or circumvention
☐ Never sign any document you do not understand

11.4 Record Retention

Company records must be retained in accordance with the Record Retention Policy. You must:

☐ Follow retention schedules for your department
☐ Preserve records subject to a legal hold
☐ Never destroy records to obstruct an investigation
☐ Consult Legal before destroying records if unsure

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ARTICLE 12: COMPANY ASSETS AND RESOURCES

12.1 Protection of Company Assets

Company assets include physical property, technology, intellectual property, funds, and time. All personnel must:

☐ Use Company assets responsibly and for legitimate business purposes
☐ Protect assets from loss, damage, theft, and misuse
☐ Report any loss or suspected theft immediately
☐ Not use Company assets for personal gain or unauthorized purposes

12.2 Technology Resources

Company technology resources (computers, email, internet, software, etc.) are provided for business use. Limited personal use may be permitted but:

☐ Must not interfere with work responsibilities
☐ Must not violate any Company policy or law
☐ Is subject to monitoring (employees have no expectation of privacy)
☐ Must not include prohibited content (illegal, offensive, harassing, etc.)

12.3 Intellectual Property

The Company's intellectual property (patents, trademarks, copyrights, trade secrets) is a valuable asset. You must:

☐ Protect Company intellectual property
☐ Assign inventions and creations as required by your employment agreement
☐ Respect third-party intellectual property rights
☐ Not use unlicensed software or pirated content
☐ Report any suspected infringement

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ARTICLE 13: FAIR COMPETITION AND ANTITRUST

13.1 Commitment to Fair Competition

The Company competes vigorously but fairly. We comply with all antitrust and competition laws.

13.2 Prohibited Conduct

You may NEVER:

☐ Agree with competitors on prices, price terms, or pricing strategies
☐ Agree with competitors to divide markets, customers, or territories
☐ Agree with competitors to boycott suppliers or customers
☐ Rig bids or allocate contracts with competitors
☐ Exchange competitively sensitive information with competitors
☐ Use unfair or deceptive trade practices

13.3 Competitor Interactions

When interacting with competitors (trade associations, conferences, etc.):

☐ Never discuss prices, costs, margins, or terms
☐ Never discuss customer or supplier relationships
☐ Never discuss market allocation or business strategies
☐ If inappropriate topics arise, leave and report to Legal

13.4 Competitive Intelligence

Gathering competitive intelligence is acceptable if done legally and ethically:

☐ Use publicly available information
☐ Never misrepresent your identity or affiliation
☐ Never use bribery, theft, or deception
☐ Respect competitors' confidential information
☐ Consult Legal if unsure about a method

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ARTICLE 14: HEALTH, SAFETY, AND ENVIRONMENT

14.1 Workplace Safety

The Company is committed to providing a safe and healthy workplace. All personnel must:

☐ Follow all safety rules, procedures, and training
☐ Use required personal protective equipment (PPE)
☐ Report unsafe conditions or hazards immediately
☐ Report all workplace injuries and illnesses
☐ Never work under the influence of drugs or alcohol
☐ Participate in required safety training

14.2 Environmental Responsibility

The Company is committed to environmental stewardship. We comply with all environmental laws and strive to:

☐ Minimize waste and pollution
☐ Conserve resources and energy
☐ Properly handle and dispose of hazardous materials
☐ Obtain all required environmental permits
☐ Report environmental incidents immediately
☐ Continuously improve environmental performance

14.3 Reporting Safety and Environmental Concerns

Report concerns to:

• Your supervisor
• EHS Department: [PHONE/EMAIL]
• Ethics Hotline: [NUMBER/WEBSITE]

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ARTICLE 15: SOCIAL MEDIA AND EXTERNAL COMMUNICATIONS

15.1 Official Communications

Only authorized spokespersons may speak on behalf of the Company. All media inquiries, analyst questions, and requests for official comment must be referred to:

Communications/PR Department: [PHONE/EMAIL]
Investor Relations: [PHONE/EMAIL]

15.2 Personal Social Media

When using personal social media:

☐ Do not claim to speak on behalf of the Company unless authorized
☐ Be clear that opinions are your own ("views are my own")
☐ Do not disclose confidential information
☐ Do not disparage the Company, colleagues, customers, or competitors
☐ Be professional and respectful
☐ Follow all Company policies (harassment, confidentiality, etc.)
☐ Do not use Company logos or trademarks without permission

15.3 Political Activities

You may engage in personal political activities on your own time and resources. However:

☐ Do not use Company resources for political activities
☐ Do not make political contributions on behalf of the Company without authorization
☐ Make clear you are acting personally, not for the Company
☐ Follow all campaign finance and lobbying laws

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ARTICLE 16: REPORTING CONCERNS AND NON-RETALIATION

16.1 Duty to Report

All personnel have a duty to report known or suspected violations of:

• This Code of Conduct
• Company policies
• Applicable laws and regulations
• Unethical conduct

When in doubt, report it.

16.2 How to Report

Channel	Contact	Anonymous?
Direct Supervisor	As appropriate	No
Human Resources	[PHONE/EMAIL]	No
Compliance Department	[PHONE/EMAIL]	No
Legal Department	[PHONE/EMAIL]	No
Ethics Hotline	[1-800-XXX-XXXX]	Yes
Online Portal	[URL]	Yes
Written Report	[ADDRESS]	Optional

Ethics Hotline: The hotline is operated by an independent third party and is available 24/7. You may report anonymously where permitted by law.

16.3 Non-Retaliation Policy

The Company strictly prohibits retaliation against anyone who:

☐ Reports a concern in good faith
☐ Participates in an investigation
☐ Refuses to participate in conduct they reasonably believe is illegal or unethical

Retaliation includes:

• Termination, demotion, or suspension
• Threats or harassment
• Adverse changes to compensation or work conditions
• Exclusion from meetings or opportunities

Retaliation is a serious violation of this Code and will result in disciplinary action, up to and including termination.

16.4 Florida Whistleblower Protections

Florida law provides additional protections for employees who report violations:

Florida Private Sector Whistleblower Act (Fla. Stat. §§ 448.101-448.105):
Prohibits retaliation against employees who:

• Disclose or threaten to disclose to a government agency an activity, policy, or practice that is in violation of law
• Provide information or testify in an investigation
• Object to or refuse to participate in illegal activity

Florida Public Whistleblower's Act (Fla. Stat. § 112.3187):
Additional protections for employees of governmental entities or contractors.

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ARTICLE 17: INVESTIGATIONS AND DISCIPLINARY ACTION

17.1 Investigation Process

All reported concerns will be:

☐ Taken seriously
☐ Handled promptly
☐ Investigated thoroughly and fairly
☐ Kept confidential to the extent possible
☐ Documented appropriately

Your Obligations During an Investigation:

• Cooperate fully and honestly
• Provide all relevant information and documents
• Maintain confidentiality
• Do not interfere with or obstruct the investigation
• Do not retaliate against anyone involved

17.2 Disciplinary Action

Violations of this Code, Company policies, or applicable law may result in disciplinary action, including:

• Verbal or written warning
• Performance improvement plan
• Demotion
• Suspension
• Termination of employment
• Referral to law enforcement (where appropriate)
• Civil litigation

Factors Considered:

• Severity of the violation
• Whether intentional or negligent
• Prior violations
• Cooperation with the investigation
• Impact on the Company and others

17.3 Consistency and Fairness

Disciplinary action will be administered consistently, without regard to the violator's position or tenure. The Company reserves the right to take any action it deems appropriate.

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ARTICLE 18: TRAINING AND CERTIFICATION

18.1 Training Requirements

Training	Audience	Frequency
Code of Conduct	All employees	Annual
Anti-Corruption	All employees; enhanced for high-risk roles	Annual
Data Privacy & Security	All employees	Annual
Harassment Prevention	All employees; enhanced for supervisors	[Per law - Florida: Every 2 years recommended]
Insider Trading	Employees with MNPI access	Annual
Export Controls/Sanctions	Relevant roles	As assigned
[OTHER REQUIRED TRAINING]

18.2 Annual Certification

All employees must certify annually that they have:

☐ Read and understood the Code of Conduct
☐ Completed required training
☐ Disclosed any actual or potential conflicts of interest
☐ Reported any known or suspected violations

Failure to complete certification may result in disciplinary action.

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ARTICLE 19: GOVERNANCE, WAIVERS, AND AMENDMENTS

19.1 Ownership and Administration

Role	Responsibility
Board of Directors	Approve Code; approve waivers for executive officers and directors
Audit Committee	Oversee compliance program; receive reports
Chief Compliance Officer	Administer Code; manage investigations; oversee training
Legal Department	Provide guidance; support investigations
Human Resources	Employee training; disciplinary action
All Managers	Promote compliance; enforce Code

19.2 Waivers

Waivers of this Code may be granted only in exceptional circumstances:

Requestor	Approver
Executive Officers	Board of Directors or Audit Committee
Directors	Board of Directors
Other Employees	Chief Compliance Officer or General Counsel

All waivers for executive officers and directors will be publicly disclosed as required by law and stock exchange rules.

19.3 Amendments

This Code may be amended by the Board of Directors at any time. Material amendments affecting executive officers and directors will be disclosed as required by law.

19.4 Review

This Code will be reviewed at least annually and updated as necessary to reflect changes in law, regulations, or business practices.

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ARTICLE 20: FLORIDA-SPECIFIC LEGAL REQUIREMENTS

20.1 Florida Civil Rights Act (FCRA)

The Company complies with the Florida Civil Rights Act of 1992 (Fla. Stat. §§ 760.01-760.11), which prohibits discrimination based on:

• Race
• Color
• Religion
• Sex (including pregnancy)
• National origin
• Age
• Handicap
• Marital status

Filing Deadline: Complaints must be filed with the Florida Commission on Human Relations within 365 days of the alleged discriminatory act.

20.2 Florida Whistleblower Protections

Private Sector (Fla. Stat. §§ 448.101-448.105):

• Protects employees who report violations of law to government agencies
• Provides for reinstatement, back wages, and compensatory damages
• Requires written notice to employer before filing civil action (in some cases)

Public Sector (Fla. Stat. § 112.3187):

• Protects state and local government employees
• Covers contractors and those who participate in investigations

20.3 Florida Information Protection Act (FIPA)

Fla. Stat. § 501.171 requires:

• Reasonable security measures for personal information
• Breach notification within 30 days to affected individuals
• Notification to Florida Attorney General if >500 Florida residents affected
• Proper disposal of personal information

Penalties: Up to $500,000 for violations; enhanced for subsequent violations.

20.4 Florida Bribery and Corruption Laws

Fla. Stat. § 838.015 (Bribery):
Prohibits corruptly giving, offering, or promising anything of value to a public servant with intent to influence official action.

Fla. Stat. § 838.016 (Unlawful Compensation):
Prohibits public servants from accepting unlawful compensation for official acts.

Penalties: Felony charges; significant fines and imprisonment.

20.5 Florida Drug-Free Workplace Program

Under Fla. Stat. § 440.102, employers may establish drug-free workplace programs that provide:

• Workers' compensation premium discounts
• Denial of benefits to employees injured while impaired
• Defense to wrongful termination claims

The Company's drug testing policy complies with these requirements.

20.6 Florida Electronic Signature Requirements

Per Fla. Stat. § 668.50 (UETA), electronic signatures are valid for most purposes, including Code of Conduct acknowledgments.

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ARTICLE 21: ACKNOWLEDGMENT FORM

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CODE OF CONDUCT ACKNOWLEDGMENT

Employee Name: ________________________________

Employee ID: ________________________________

Department: ________________________________

Date: ________________________________

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I acknowledge that:

☐ I have received and read the [COMPANY NAME] Code of Conduct.

☐ I understand its contents and my obligations under it.

☐ I have completed all required Code of Conduct training.

☐ I agree to comply with the Code of Conduct and related Company policies.

☐ I will promptly report any known or suspected violations.

☐ I understand that violations may result in disciplinary action, up to and including termination.

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Conflict of Interest Disclosure:

☐ I have no conflicts of interest to disclose at this time.

☐ I have disclosed actual or potential conflicts of interest in a separate Conflict of Interest Disclosure Form.

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Signature: ________________________________

Date: ________________________________

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Electronic Acknowledgment: By clicking "I Acknowledge" below, I confirm that I have read and agree to the above statements. This electronic signature has the same legal effect as a handwritten signature under Florida law (Fla. Stat. § 668.50).

☐ I ACKNOWLEDGE

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FOR HUMAN RESOURCES USE:

Field	Information
Date Received
Entered By
System/File Reference

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APPENDICES

Appendix A: Key Contacts

Department	Phone	Email
Human Resources	[PHONE]	[EMAIL]
Compliance	[PHONE]	[EMAIL]
Legal	[PHONE]	[EMAIL]
Ethics Hotline	[1-800-XXX-XXXX]	[WEBSITE]
IT Security	[PHONE]	[EMAIL]
EHS	[PHONE]	[EMAIL]

Appendix B: Related Policies

• Employee Handbook
• Anti-Corruption Policy
• Information Security Policy
• Data Privacy Policy
• Acceptable Use Policy
• Travel and Expense Policy
• Insider Trading Policy
• Whistleblower Policy
• Social Media Policy
• Record Retention Policy
• Third-Party Due Diligence Policy
• [OTHER POLICIES]

Appendix C: Revision History

Version	Date	Author	Changes
1.0	[DATE]	[NAME]	Initial adoption
2.0	[DATE]	[NAME]	[DESCRIPTION]

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Template Version 2.0 | Florida Code of Conduct | Last Updated: January 2026