Code of Business Conduct

Introduction – At FreshEdge, as a leader of the fresh food industry, we set high standards for how we conduct ourselves and operate our business.  Our success is dependent upon how we act in our daily walk as we deliver upon our Mission by employing our Values in everything that we do.  This Code of Business Conduct sets out our commitment to each other, our employees, customers, suppliers, and investors, as well as beyond to the communities in which we serve, work, and live, including the environment.  Please take a few minutes to read it and familiarize yourself with it.

Sincerely,

Steve Grinstead, CEO
Greg Corsaro, COO/President

Our Mission – We provide customized fresh food solutions, premium products, and exceptional customer experiences through expertise and personal attention and care.
Our Vision – We strive to be the preeminent family of best-in-class fresh food companies driving success for our customers.
Our Values – We are customer-obsessed, passionate, innovative, relational, real, and ethical.

FreshEdge Commitment – FreshEdge is committed to fulfilling its mission through honest and ethical business and accounting practices.  This Code of Business Conduct applies to all FreshEdge employees.  As noted in our Mission, Vision, and Values, we are customer centric.  To best serve our customers, we need to use good judgment in all situations – when taking care of our customers, each other, and those around us.  If you have questions about what this means in any given situation, we encourage you to talk with your manager.

Protect FreshEdge, Its Interests and Property

• Follow FreshEdge policies and ethical principles.
• Do not use FreshEdge funds, employees, time, facilities, or equipment for your own personal gain.
• Keep confidential information private and do not disclose it to anyone who is not authorized to receive this information, including after your employment has ended. Your obligation to maintain confidential information is not intended to restrict your legal rights under federal, state, or local labor laws.  Confidential information includes non-public information related to FreshEdge operations, pricing and other financial information, strategy and business plans, and customers, suppliers, and employees.
• FreshEdge is the exclusive owner of business processes or opportunities you produce or discover through your work or as a result of your work for FreshEdge or a FreshEdge operating company.

Ethical Accounting and Regulatory Practices – All records must be accurate and complete and allow an accurate view of the business at any point.  All employees must follow all FreshEdge accounting policies and internal controls, and timely submit hours worked, expense reports, supporting documentation, and other data necessary and/or required to enable FreshEdge to accurately and timely meet its financial reporting obligations in accordance with applicable accounting standards, regulations, rules, and laws.  Cooperate fully with internal and external auditors, in all matters.  Never falsify any record, dispose, or otherwise transfer any FreshEdge asset with out proper documentation and authorization, make any false or misleading accounting entries or expense claims, or destroy information to conceal bad practices.  Do not sign anything on behalf of FreshEdge or its operating companies unless you are authorized to do so.  If you are unsure, ask your manager or the FreshEdge General Counsel.

Food Safety

• Employees – All FreshEdge employees are expected to follow all Good Manufacturing Practices and Standard Operating Procedures applicable to the areas in which they work. Employees are expected to follow the FreshEdge Policy on Sickness, which is as simple as, if you do not feel well, stay home.
• Suppliers – FreshEdge is committed to providing its customers fresh food that is safe and of the highest quality. To facilitate this, FreshEdge prides itself on building strong partnerships with its suppliers and requiring each of them to provide evidence of current audit reports and certifications, as well as appropriate insurance to support their respective food guarantees and indemnification obligations to both FreshEdge and its customers.

Employee Health and Safety – At FreshEdge, our people are our most valuable asset.  We believe that it is incumbent upon everyone of us to lookout for each other.  Our managers are charged with the responsibility of being aware, of nurturing and inspiring our people, and keeping our employees safe.  We want our employees to stay healthy and safe.

• Follow the FreshEdge Policy on Sickness
  • Use Good Hygiene.
  • Wash Hands, often.
  • Cough/Sneeze into a Tissue & Toss It.
  • If You Do Not Feel Well, Stay Home.
  • If You Have Symptoms, Stay Home.
  • If You Have a Fever, Stay Home until you no longer have it and are fever free without fever reducing medicine for 24 hours.

• Stay Safe! No one should come to work and get hurt or worry about getting hurt.  FreshEdge is committed to promoting a positive attitude toward safety and encouraging all employees to take ownership of safety.  #BecauseWeCare
  • Seek to prevent injury to all employees and those around you.
  • Follow safe workplace rules and procedures, always.
  • Wear personal protective equipment (e.g., steel-toed shoes).
  • Participate in training and follow standard operating procedures.
  • If you see something, say something.
  • Report injuries immediately and cooperate in the investigation of injuries.
  • Be a safety champion and actively contribute to workplace safety!

Fair Treatment – FreshEdge values, respects, and welcomes individuality and diversity.  We are committed to treating one another with respect and fairly.  FreshEdge recruits and promotes employees based on their suitability for a position and without discrimination.  FreshEdge continually strives to improve upon its attraction, development (training) and retention of employees to enable them to lead fulfilling personal and professional lives.  All employees are expected to treat one another, and all customers, suppliers, and others whom they encounter fairly and with dignity and respect.  Discrimination, bullying and/or harassment are not tolerated.  Always follow these basic rules:

• Do not joke about race, ethnicity, religion, age, or sexual orientation.
• Do not distribute, display, or keep offensive material (cartoons, e-mails, photos, etc.).
• Do not spread rumors or use e-mail (or other communications) to transmit derogatory or discriminatory comments, photos, etc.
• Always treat personal information as confidential.

All employees should feel free to report breaches of these responsibilities to a manager, Human Resources, or others listed (below) under Reporting and Enforcement.

Privacy and Data Protection – All FreshEdge employees are expected to review and honor all cyber security policies and to participate in regularly-offered cyber security training.  Personal devices should not be connected to FreshEdge networks and systems, and employees should not download software to any FreshEdge network or system, unless such software is provided (or first approved) by FreshEdge’s IT Department.  FreshEdge may hold personal data about employees, customers, and suppliers in the form of paper files as well as electronically.  It is crucial that we take steps to always secure such data.  Personal data should only be accessed by those authorized to do so, and only for business purposes.  If you receive any requests for access to personal data, please refer such request to the FreshEdge General Counsel.

Personal Integrity – All FreshEdge employees are expected to avoid conflicts of interest – actual and perceived – between their duty as a FreshEdge employee and interests outside of work.  Conflicts of interest can be caused by your own interests or those of someone with whom you have a close personal relationship, such as family members.  Some examples of conflicts of interest include:

You must report actual, perceived, or potential conflicts of interest to one of the below-listed individuals, immediately.  Not all situations are impermissible.  Some may be ok, if approved by your manager.  If you are unsure whether a situation creates a conflict of interest, think about how the situation would appear to outside parties and discuss it with one of the individuals listed.  The important thing is to bring the potential conflict of interest to the forefront so that an appropriate course of action can be agreed.  Failure to disclose a conflict of interest may lead to disciplinary action, up to and including termination of employment.

Improper Gifts – Employees should refrain from seeking or accepting gifts, trips, or other items of value from individuals or companies with whom we do business (or may potentially do business) because this could create the impression that the gift improperly influenced our decision to do business with the party giving the gift.  This applies to your family members, too.  Some gifts are permissible, such as nominal non-cash gifts, promotional prizes provided by vendors to stimulate business, logo clothing, and invitations to attend certain social functions (meal, sporting, or entertainment events, if the supplier/customer joins you).  A good rule of thumb is that if the value of the gift exceeds $100, you should check with your manager before accepting it.

Fair Competition and Antitrust – This is a very technical area of the law, with serious consequences for both companies and individuals.  In its simplest form, we must not agree (or even discuss) with competitors the price at which we sell products or agree to divide up a market, strategize with competitors on any bids or business arrangements.  Non-competition, non-solicitation, exclusivity, and first right of refusal discussions should include the FreshEdge General Counsel, including the consideration of hiring any individual subject to any agreement with such obligations to a third party.   Employees must not bring or disclose to FreshEdge, use in FreshEdge business, or cause FreshEdge to use any information, material or intellectual property which is confidential or proprietary to any third party, including any previous employer or others, without that third party’s prior written authorization.  FreshEdge may terminate the employment of employees who violate these obligations and will not defend or pay for their defense in the event they are sued.

Reporting and Enforcement – If you become aware of illegal or unethical conduct, please report it to one of the below-listed individuals.  This includes any potentially illegal or unethical conduct by any third party with whom FreshEdge does business.  All reports will be investigated, and employees are expected to cooperate with any such investigation.

• Your manager
• Human Resources
• Sherri Nierste, VP/General Counsel
  • snierste@freshedgefoods.com
• Greg Corsaro, COO/President
  • gcorsaro@freshedgefoods.com

Nothing in this Code of Business Conduct is intended to restrict your right to communicate with, provide information to, testify in front of, participate in an investigation by, or file a charge or complaint with any governmental or regulatory organization.  FreshEdge does not permit retaliation of any kind against employees who report misconduct or possible misconduct, raise concerns, participate in an investigation, or engage in legally protected activities.  Anyone who retaliates will be subject to disciplinary action, up to and including termination of employment.  If you feel you have been subject to retaliatory action, immediately contact one of the above-listed individuals.

For questions about this FreshEdge Code of Business Conduct, please contact Sherri K. Nierste, Vice President and General Counsel, FreshEdge, LLC, at snierste@freshedgefoods.com.