Code of Conduct

McGregor Design Group maintains policies and procedures (which refer to as our Code) that represent the code of ethics for all directors and employees. The Code consists of the Ethics Policy, the Conflicts of Interest Policy, the Corporate Assets Policy and the section below called “Procedures and Open Door Communication.”

The policy of McGregor Design Group is to comply with all governmental laws, rules and regulations applicable to their business, and those of their clients.

The company’s ethics policy does not stop here. Even where the law is permissive, the company chooses the course of highest integrity. Local customs, traditions and values differ from place to place, and this must be recognized. But honesty is not subject to criticism in any culture. Shades of dishonesty simply invite demoralizing and reprehensible judgments. A well-founded reputation for scrupulous dealing is itself a priceless corporate asset.

The company cares how results are obtained, not just that they are obtained. Directors and employees shall deal fairly with each other and with the company’s clients, suppliers, competitors and other third parties.

The company expects compliance with its standard of integrity throughout the organization and will not tolerate employees who achieve results at the cost of violation of law or who deal unscrupulously. The company’s directors support, and expect the company’s employees to support any employee who passes up an opportunity or advantage that would sacrifice ethical standards.

It is the company’s policy that all transactions for the company, or on behalf of the company’s clients, will be accurately reflected in its books and records. This, of course, means that falsification of books and records and the creation or maintenance of any off-the-record bank accounts are strictly prohibited. Employees are expected to record all transactions accurately, and to be honest and forthcoming with the company’s internal and independent auditors and with its clients.

The company expects candor from employees at all levels and adherence to its policies and internal controls. One harm that results when employees conceal information from higher management or the auditors is that other employees think they are being given a signal that the company’s policies and internal controls can be ignored when they are inconvenient. That can result in corruption and demoralization of an organization. The company’s system of management will not work without honesty, including honest bookkeeping, honest budget proposals and honest economic evaluation of projects.

It is the policy of McGregor Design Group that directors and employees are expected to avoid any actual or apparent conflict between their own personal interests and the interests of the company, and its client’s interests.

A conflict of interest can arise when a director and employee takes actions or has personal interests that may interfere with his or her objective and effective performance of work for the company, or its clients. For example, directors and employees are expected to:

• avoid actual or apparent conflict in dealings with clients, suppliers, competitors and other third parties
• refrain from taking for themselves opportunities discovered through their work for clients or their use of corporate assets or through their positions with the company
• avoid securities transactions based on material, non-public information learned through their positions with clients
• refrain from sharing any information learned while working on projects, with anyone outside of the client team.

It is the policy of McGregor Design Group that directors and employees are expected to protect the assets of both the McGregor Design Group and all clients, and use them efficiently to advance the interests of the McGregor Design Group and its clients. Those assets include tangible assets and intangible assets, such as confidential information.

No director or employee should use or disclose at any time during or subsequent to employment or other service to the company, without proper authority or mandate, confidential information obtained from any source in the course of the company’s business and its client’s business. Examples of confidential information include non-public information about plans, earnings, financial forecasts, business forecasts, discoveries, competitive bids, technologies and personnel.

McGregor Design Group has always encouraged employees to ask questions, voice concerns and make appropriate suggestions regarding the business practices of the company. Employees are expected to report promptly to management suspected violations of the law, company policies or internal controls, so that management can investigate and take appropriate action as soon as possible.

Management is ultimately responsible for the investigation of and appropriate responses to reports of suspected violation of law, policies and internal control procedures.

There are several ways for employees to obtain information and advice, or to report ethics concerns. All are treated with discretion.

Normally, employees should discuss such matters with their immediate supervisor. Supervisors are expected to assist employees in these matters.  If an employee is dissatisfied with the discussion with his/her supervisor, the employee is encouraged to pursue the matter with the next level of management, with or without the supervisor present. The issue should continue to be reviewed to the level of management appropriate to resolve it.

No action will be taken against employees for voicing concerns in good faith.

No action may be taken or threatened by management against any employee for asking questions, voicing concerns, or making complaints or suggestions in conformity with the procedures described above, unless the employee acts with willful disregard of the facts.

It is expected that employees will act in good faith. Failure to act honestly, and failure to comply with the law, company policies and internal controls may result in disciplinary action, up to and including termination of employment.

McGregor Design Group’s code provides that employees with access to their client’s material information are prohibited from trading in client securities until the information has been fully disclosed and a reasonable period of time has passed for the information to be disseminated to the public.

The conflict-of-interest guidelines provide that employees who are not sure whether they should be trading in client securities at any particular time may contact management for clearance to do so.