3. Honesty and Fair Dealing

3.1 General

Honesty, integrity, fair dealing and the highest ethical standards must at all times be exercised in relationships with customers, clients, business associates, competitors, fellow employees and directors. Conduct , both at work and outside may have a direct effect on how the Company is perceived by the public. Conduct , which is not in keeping with these standards , will negatively affect the Company's image and reputation and can seriously impact its business.

GraceKennedy seeks to outperform its our competitors and to excel honestly and fairly. Competitive advantage must result from superior performance and not from through unethical or illegal business dealings.

3.2 Unethical Behaviour: Relationships with Competitors

It is against GraceKennedy's policy to increase sales by making untrue statements about the products and services of other companies. It is our goal to increase our business by offering superior products and services.

All advertising must be truthful and not misleading or deceptive and must be in full compliance with applicable laws.

Unfair competitive practices should not be engaged in and if a competitor or third party proposes to discuss unfair collusion, price fixing or other anti-competitive activities your responsibility is to terminate the discussion and seek the advice of the Company's attorneys as required.

3.3 Dealings with Customers and Business Associates

All transactions must be authorized and approved in keeping with company policy.

Do not participate in any transaction which could be considered improper or suspect no matter how customary it may be regarded in a particular location or area of business activity. When in doubt seek the guidance of your supervisor or the Company's attorneys.

3.3.1 Gifts, Entertainment, Gratuities and Other Payments

It is important that your conduct in business dealings is impartial, objective and professional and that you do not use your position for improper personal gain.

It is against GraceKennedy policy to offer or make bribes, payoffs or payments of any kind to any person, government official or entity for the purpose of improperly obtaining or retaining business or influencing consideration of any business activity.

The Company may, from time to time, make donations, including to civic, educational, religious and political organizations, provided that the same are made in accordance with these Guidelines, and in keeping with such approval as may be granted by the Board of Directors.

Under no circumstances should any payment or benefit, in cash or kind, be accepted from anyone relating to the placing of business or the entering into of any transaction or business with the Company.

The acceptance of gifts, payments or other benefits from customers, suppliers or others with whom the Company does business may be considered or interpreted as a "kick back" or the taking of a bribe, even if the gift, payment or other benefit may not relate to a specific transaction or business. It is therefore against GraceKennedy policy for you to directly or indirectly accept any payment, gift, fees, frequent or excessive entertainment or other benefit from persons with whom GraceKennedy does business which is more than nominal, modest or of insignificant value. This includes gifts or benefits in any form, for example, airline tickets or costly entertainment. It also includes free or heavily discounted goods or services provided to you in your personal capacity above discounts or promotional giveaways normally applicable to customers or clients of the supplier or provider of the goods or services.

At times in your business dealings, it may be appropriate for you to accept a gift of nominal, modest or insignificant value if:

Where a gift or entertainment is offered and there is any doubt as to its appropriateness given these Guidelines, then the approval of your supervisor should be obtained. If the gift or entertainment is to be declined, then this should be done with tact. Advice may also be sought on how to decline the gift or entertainment offer. If to refuse the gift would seem inordinately impolite then it should be accepted on behalf of the Company and not accepted or kept for personal use. Your supervisor should be consulted in these circumstances on how the item should be dealt with.

A gift or benefit to your spouse or child (“Immediate Family Member”) may be considered inappropriate and may in the circumstances be treated as if it is a gift to you for the purpose of these Guidelines. For the purpose of the Code, “spouse” includes a person living with you as “husband” or “wife” in a recognised common-law relationship.

3.4 Dealings with the Company

Stealing company funds or customer funds is a criminal offence and doing so or helping others to do so will be grounds for dismissal and may result in criminal prosecution. This includes the improper use of company benefits or facilities and doing so outside of the scope allowable.

3.4.1 Records

Proper accounts and company records must be maintained, accurately and completely reflecting transactions and activities. Information provided to internal and external auditors and external regulators and authorities must be complete, accurate and not misleading. No attempt should be made to falsify the Company's records.

The law requires the maintenance of certain records of the Company for specified periods. The records of the Company must be maintained in keeping with the Company's retention policies. Records relating to pending litigation, audit or government investigation must not be destroyed until the proceedings are completed and destruction of the records authorized in keeping with policy.

3.4.2 Improper Use of Records

You may not access the Company's records, electronic or otherwise , for any purpose other than as may be authorized or prescribed to conduct the business of the Company. You may also not make any false entry in the Company's records, or tamper with or otherwise taint the records. Any discrepancies , which are detected in the records , must be promptly reported.

3.4.3 Improper Expense Claims

Claims for reimbursement of expenses must be done within the limits and guidelines established. Claims for reimbursement or expenditure relating to an individual must be approved or countersigned by an authorized officer of an appropriate rank or position other than the person who is to benefit. Observe the Conflict of Interest Policy. If a company credit card is issued then the card should not be used for personal expenses. If a claim is made for reimbursement of a credit card item on an individual's personal credit card then this should be supported by proper documentation and be processed in keeping with established policies and guidelines.

3.4.4 Using Company facilities or opportunities for personal transactions

When you are dealing with the Company as a customer or client, then the transaction must be handled as any normal customer transaction; save and except where there is a specific documented benefit or concession made, in which event the rules and guidelines relating to such benefit or concession must be precisely followed.

The Company's property, facilities and time are to be used only for the Company's business interests, except in circumstances that are clearly insignificant or nominal, or with the express permission of your supervisor or appropriate authority .

Table of Contents | 4. Conflicts of Interest