Certifications

INTRODUCTION

This Code of Business Conduct covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees and officers of the ITBM Group, including all its business units, subsidiaries. All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The code should also be provided to and followed by the agents, representatives and suppliers that support any of the operations or service of ITBM Group. In addition, Company policies apply to various Company operations and you need to know and follow those policies that apply to your Company work.

If a law conflicts with a policy in this code, you must comply with the law. Alternatively, if a local custom or policy conflicts with this code, you must comply with the code. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation. Employees and officers are responsible for understanding the legal and policy requirements that apply to their jobs and reporting any suspected violations of law, this code, or Company policy.

Those who violate the standards in this code will be subject to disciplinary action, including possible dismissal. Furthermore, violations of this code may also be violations of the law and may result in civil or criminal penalties for you, your supervisors and/or the Company. If you are in a situation which you believe may violate or lead to a violation of this code, follow the procedures set out in Section 19 of this code.

The basic principles discussed in this code are subject to any Company policies covering the same issues.

1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees and officers must respect and obey the laws, rules, and regulations of the cities, and countries in which we operate. Although employees and officers are not expected to know the details of each of these laws, rules and regulations, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

2. CONFLICTS OF INTEREST

A “conflict of interest” exists when a person’s private interest interferes in any way, or even appears to interfere, with the interests of the Company. A conflict situation can arise when an employee or officer takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee or officer (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations to, employees and officers and their family members by the Company may create conflicts of interest and in certain instances are prohibited by law.

It is a conflict of interest for a Company employee or officer to work for a competitor, customer or supplier. You should avoid any direct or indirect business connection with our customers, suppliers or competitors; except as required on our behalf.

Conflicts of interest are prohibited as a matter of Company policy, except as approved by the board of directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your supervisor or follow the procedures set out in Section 19. Any employee or officer who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager, or other appropriate personnel or consult the procedures provided in Section 19 of this code.

3. INSIDER TRADING

All non-public information about the Company should be considered confidential information. Employees and officers who have access to confidential information about the Company or any other entity are not permitted to use or share that information for trading purposes in Company, the other entity’s securities, or for any other purpose except for the conduct of the Company’s business. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical, but also illegal.

4. CORPORATE OPPORTUNITIES

Employees and officers are prohibited from taking opportunities that are discovered through the use of corporate property, information or position for themselves without the consent of the board of directors. No employee or officer may use corporate property, information or position for personal gain and no employee or officer may compete with the Company directly or indirectly. Employees and officers owe a duty to the Company to advance the Company’s interests when the opportunity to do so arises.

5. COMPETITION AND FAIR DEALING

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee and officer should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee or officer should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other illegal trade practice.

No employee or officer is permitted to engage in price fixing, bid rigging, allocation of markets or customers, or similar illegal activities.

To maintain the Company’s valuable reputation, compliance with our quality processes and safety requirements is essential. All inspection and testing documents must be handled in accordance with all applicable specifications and requirements.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee or officer, family member of an employee or officer, or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is reasonable in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws, regulations or applicable policies of the other party’s organization. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.

6. POLITICAL CONTRIBUTIONS

Except as approved in advance by the chief executive officer or chief financial officer, the Company prohibits political contributions (directly or through trade associations) by the Company or its business units. This includes: (a) any contributions of Company funds or other assets for political purposes; (b) encouraging individual employees to make any such contribution; or (c) reimbursing an employee for any contribution.

Individual employees are free to make personal political contributions as they see fit.

7. DISCRIMINATION AND HARASSMENT

The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, color, religion, sex, national origin or any other protected class. For further information, consult the appropriate Company policy.

8. HEALTH AND SAFETY

The Company strives to provide each employee and officer with a safe and healthy work environment. Each employee and officer has the responsibility for maintaining a safe and healthy workplace for all employees and officers by following environmental, safety, and health rules and practices and by reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted.

Employees and officers are expected to perform their Company related work in a safe manner, free of the influences of alcohol, illegal drugs or controlled substances. The use of illegal drugs in the workplace will not be tolerated.

9. ENVIRONMENTAL

The Company expects its employees and officers to follow all applicable environmental laws and regulations. If you are uncertain about your responsibility or obligation, you should check with your supervisor, unit manager or the Code of Conduct Company Officer for guidance.

10. RECORD-KEEPING, FINANCIAL CONTROLS AND DISCLOSURES

The Company requires honest, accurate and timely recording and reporting of information in order to make responsible business decisions.

All business expense accounts must be documented and recorded accurately in a timely manner. If you are not sure whether a certain expense is legitimate, ask your controller. Policy guidelines are available from your controller.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail; must appropriately reflect the Company’s transactions; must be promptly disclosed in accordance with any applicable laws or regulations; and must conform both to applicable legal requirements and to the Company’s system of internal controls.

Business records and communications often become public and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that may be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the Code of Conduct Company Officer.

11. CONFIDENTIALITY

Employees and officers must maintain the confidentiality of proprietary information entrusted to them by the Company or its customers or suppliers, except when disclosure is authorized in writing by the chief financial officer or required by laws or regulations. Proprietary information includes all non-public information that might be of use to competitors or harmful to the Company or its customers or suppliers if disclosed. It includes information that suppliers and customers have entrusted to us. The obligation to preserve proprietary information continues even after employment ends.

12. PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees and officers should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets are to be used for legitimate Company purposes. Any suspected incident of fraud or theft should be immediately reported for investigation. Company assets should not be used for non-Company business.

The obligation of employees and officers to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information, and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of Company policy. It could also be illegal and result in civil or criminal penalties.

13. PAYMENTS TO GOVERNMENT PERSONNEL

The company prohibits giving anything of value (directly or indirectly) to officials of local or foreign governments or local and foreign political candidates in order to obtain or retain business. While in certain limited circumstances, allow nominal “facilitating payments” to be made, any such payment must be discussed with local management and the Code of Conduct Company Officer before any such payment can be made.

In addition, the government has a number of laws and regulations regarding business gratuities, which may be accepted by government personnel. The promise, offer or delivery to an official or employee of the government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but will also commit a civil or criminal offense.

14. TRADE ISSUES

From time to time, the local government, foreign governments, EU and the United Nations have imposed boycotts and trading sanctions against various governments and regions, which must be obeyed. Advice regarding the current status of these matters must be obtained from the chief financial officer.

15. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this code for executive officers or directors may be made only by the board of directors and will be promptly disclosed as required by law or regulation.

16. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed behavior that they believe may be illegal or a violation of this Code of Conduct or Company policy or when in doubt about the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports made in good faith by employees of misconduct by others. Employees are expected to cooperate in internal investigations of misconduct.

17. IMPROPER INFLUENCE ON CONDUCT OF AUDITORS

It is prohibited to directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include, but are not limited to, those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor: (1) to issue or reissue a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of generally accepted accounting principles, generally accepted auditing standards, or other professional or regulatory standards); (2) not to perform an audit, review or other procedures required by generally accepted auditing standards or other professional standards; (3) not to withdraw an issued report; or (4) not to communicate matters to the Company’s audit committee.

18. FINANCIAL REPORTING

As a private company, it is necessary that the Company’s filings with the Tax Administration be accurate and timely. The Company expects employees and officers to take this responsibility very seriously and provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements

The Company’s policy is to comply with all financial reporting and accounting regulations applicable to the Company. If any employee or officer has concerns or complaints regarding accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns by one of the methods described in Section 19.

19. COMPLIANCE PROCEDURES

We must all work to ensure prompt and consistent action against violations of this code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

(a) Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

(b) Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

(c) Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems. If you are uncomfortable discussing the problem with your supervisor, you can talk to your general manager or human resources manager.

(d) Seek help from Company resources. In a case where it may not be appropriate to discuss an issue with your supervisor or local management, call 00386-49-722682 which will put you in direct contact with the responsible person at Company headquarters. If you prefer to write, address your concerns to the Code of Conduct Company Officer or the audit committee of the board of directors. Anonymous reports can be made through the internet to http://wwww.itbmgroup.com/.

(e) You may report violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees or officers for good faith reports of suspected violations.

(f) Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

(g) All employees and officers are subject to the Company’s code, which describes procedures for the internal reporting of violations of the code. All employees and officers must comply with those reporting requirements and promote compliance with them by others. Failure to adhere to this code by any employee or officer will result in disciplinary action up to and including termination.

20. ANNUAL ACKNOWLEDGEMENT

To help ensure compliance with this Code of Business Conduct, the Company requires that all exempt salaried employees and officers review the Code of Business Conduct and acknowledge their understanding and adherence in writing on an annual basis on the an official form.

Your safety is the constant concern of this company. Every precaution has been taken to provide a safe workplace. The company Safety Officer makes regular inspections and holds regular safety meetings. The Safety Officer also meets with management to plan and implement further improvements in our safety program. Common sense and personal interest in safety are still the greatest guarantees of your safety at work, on the road, and at home. We take your safety seriously and any willful or habitual violation of safety rules will be considered cause for dismissal. Our company is sincerely concerned for the health and well being of each member of the team.

The cooperation of every employee is necessary to make this company a safe place in which to work. Help yourself and others by reporting unsafe conditions or hazards immediately to your supervisor or to a member of the safety committee. Give earnest consideration to the rules of safety presented to you by poster signs, discussions with your supervisor, posted department rules, and regulations published in the safety booklet. Begin right by always thinking of safety as you perform your job, or as you learn a new one.

ACCIDENT REPORTING

Any injury at work—no matter how small—must be reported immediately to your supervisor and receive first aid attention. Serious conditions often arise from small injuries if they are not cared for at once.

SPECIFIC SAFETY RULES AND GUIDELINES

To ensure your safety, and that of your coworkers, please observe and obey the following rules and guidelines:

• Observe and practice the safety procedures established for the job.
• In case of sickness or injury, no matter how slight, report at once to your supervisor. In no case should an employee treat his own or someone else's injuries or attempt to remove foreign particles from the eye.
• In case of injury resulting in possible fracture to legs, back, or neck, or any accident resulting in an unconscious condition, or a severe head injury, the employee is not to be moved until medical attention has been given by authorized personnel.
• Do not wear loose clothing or jewelry around machinery. It may catch on moving equipment and cause a serious injury.
• Never distract the attention of another employee, as you might cause him or her to be injured. If necessary to get the attention of another employee, wait until it can be done safely.
• Where required, you must wear protective equipment, such as goggles, safety glasses, masks, gloves, hair nets, etc.
• Safety equipment such as restraints, pull backs, and two-hand devices are designed for your protection. Be sure such equipment is adjusted for you.
• Pile materials, skids, bins, boxes, or other equipment so as not to block aisles, exits, firefighting equipment, electric lighting or power panel, valves, etc. FIRE DOORS AND AISLES MUST BE KEPT CLEAR.
• Keep your work area clean.
• Use compressed air only for the job for which it is intended. Do not clean your clothes with it and do not fool with it.
• Observe smoking regulations.
• Shut down your machine before cleaning, repairing, or leaving.
• Tow motors and lift trucks will be operated only by authorized personnel. Walk-type lift trucks will not be ridden and no one but the operator is permitted to ride the tow motors. Do not exceed a speed that is safe for existing conditions.
• Running and horseplay are strictly forbidden.
• Do not block access to fire extinguishers.
• Do not tamper with electric controls or switches.
• Do not operate machines or equipment until you have been properly instructed and authorized to do so by your supervisor.
• Do not engage in such other practices as may be inconsistent with ordinary and reasonable common sense safety rules.
• Report any UNSAFE condition or acts to your supervisor.
• HELP TO PREVENT ACCIDENTS.
• Use designated passages when moving from one place to another; never take hazardous shortcuts.
• Lift properly—use your legs, not your back. For heavier loads, ask for assistance.
• Do not adjust, clean, or oil moving machinery.
• Keep machine guards in their intended place.
• Do not throw objects.
• Clean up spilled liquid, oil, or grease immediately.
• Wear hard sole shoes and appropriate clothing. Shorts or mini dresses are not permitted.
• Place trash and paper in proper containers and not in cans provided for cigarette butts.

Safety checklist

It’s every employee’s responsibility to be on the lookout for possible hazards. If you spot one of the conditions on the following list, or any other possible hazardous situation, report it to your supervisor immediately.

• Slippery floors and walkways
• Tripping hazards, such as hose links, piping, etc.
• Missing (or inoperative) entrance and exit signs and lighting
• Poorly lighted stairs
• Loose handrails or guard rails
• Loose or broken windows
• Dangerously piled supplies or equipment
• Open or broken windows
• Unlocked doors and gates
• Electrical equipment left operating
• Open doors on electrical panels
• Leaks of steam, water, oil, etc.
• Blocked aisles
• Blocked fire extinguishers, hose sprinkler heads
• Blocked fire doors
• Evidence of any equipment running hot or overheating
• Oily rags
• Evidence of smoking in non-smoking areas
• Roof leaks
• Directional or warning signs not in place
• Safety devices not operating properly
• Machine, power transmission, or drive guards missing, damaged, loose, or improperly place

Safety equipment

Your supervisor will see that you receive the protective clothing and equipment required for your job. Use them as instructed and take care of them. You will be charged for loss or destruction of these articles only when it occurs through negligence.

Safety shoes

The company will designate which jobs and work areas require safety shoes. Under no circumstances will an employee be permitted to work in sandals or open-toe shoes. A reliable safety shoe vendor will visit the company periodically. Notices will be posted prior to the visits.

Safety glasses

The wearing of safety glasses by all shop employees is mandatory. Strict adherence to this policy can significantly reduce the risk of eye injuries.

Seat belts

All employees must use seat belts and shoulder restraints (if available) whenever they operate a vehicle on company business. The driver is responsible for seeing that all passengers in front and rear seats are buckled up.

Good housekeeping

Your work location should be kept clean and orderly. Keep machines and other objects (merchandise, boxes, shopping carts, etc.) out of the center of aisles. Clean up spills, drips, and leaks immediately to avoid slips and falls.
Place trash in the proper receptacles. Stock shelves carefully so merchandise will not fall over upon customer contact.

We respect and protect the privacy of our customers and those who use our websites. The following Privacy Statement provides details about how your personal information is collected and used.

Information Collection and Use

ITBM Group is the sole owner of information collected on this site. We will not sell, share, or rent this information to others in ways different from what is disclosed in this statement. ITBM Group collects information from our users at several different points on our website. Our website offers several opportunities for visitors to register for promotional and informational mailings, and for assistance in evaluating our products and services. These registration forms are often linked to our mailing lists and require users to give contact information (such as name and email address). We use this contact information to send users information about our company and its products and services if requested or necessary. Users may opt-out of receiving future mailings at any time (see the choice/opt-out section below).

Sharing and Usage

We will never share, sell, or rent your personal information with third parties for their promotional use unless you have voluntarily signed up on forms which are created for the purpuse of generating sales leads. Occasionally, we enter into contracts with third parties so that they can assist us in servicing you (for example, providing customer service). The contracts prohibit them from using any of your personal information for their own purposes, and they are required to maintain the confidentiality of the information we provide to them. We may disclose or report personal information in limited circumstances where we believe in good faith that disclosure is required under the law.

Links

Some of our sites provide links to third-party websites, such as those of our business partners and online advertisers. While on these sites, ITBM Group or its partners may collect information about you. Because we do not control the information policies or practices of these third parties, you should review their privacy policies to learn more about how they collect and use personally identifiable information.

Security

We take every precaution to protect the confidentiality and security of your personal information by using industry-recognized security safeguards. We take care to reinforce the importance of our website visitors' security and privacy among our employees. Our employees are trained and required to safeguard your information and, using physical, electronic and procedural safeguards, we restrict access to personal information to those employees and agents for business purposes only. Additionally, we use internal and external resources to review the adequacy of our security procedures. We provide users the opportunity to opt-in, opt-out or change preferences via a link in the footer of most email messages. These options are made available when you sign-up for our email lists and in email messages delivered from our company. Alternatively, you may email us. Some communications (e.g. important account notifications and billing information) are necessary for all our customers. You must cancel your account to unsubscribe from these communications. To cancel your account, please email us.

Notification of Changes

If we decide to change our privacy policy, we will post those changes on www.itbmgroup.com so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it.

Information on this web site may contain inaccuracies or errors. Information may be changed or updated without notice. We have no obligation to update information presented on this web site, so information contained herein may be out of date at any given time. We may also make improvements and/or changes in the products and/or programs described in this information at any time without notice.

Information on this web site is provided "AS IS" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. It is your responsibility to evaluate the accuracy, completeness, and usefulness of any opinions, advice, services, or other information provided.