Code of Business Conduct and Ethics

Introduction

This Code of Business Conduct and Ethics sets out basic principles that should guide those who work for One-Touch Drinks to avoid improper behavior, or even the appearance of it.

This Code does not cover every issue that may arise, and represents the minimum baseline of acceptable business conduct and ethics at One-Touch Drinks. Certain job functions and departments at One-Touch Drinks, or those dealing with unique work situations such as transactions with governments, may be required to follow even stricter policies. One-Touch Drinks also has a number of other policies for specific business and administrative situations, such as the proper handling of travel and other expenses, that you should also familiarize yourself with and follow. If a law conflicts with a policy in this Code, follow the law. If you have questions about the policies that may apply to you or any potential conflicts with the law, please ask your manager or supervisor or One-Touch Drinks ’s Legal Department for guidance. 

Anyone who violates this Code or any other applicable standards of his or her position will be subject to disciplinary action, potentially including termination. If you are in a situation which you believe may violate or lead to a violation of such standards, follow the guidelines described in Section 15 of this Code. 

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. You must respect and obey the laws of the places where we operate. Although you are not expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. 

If requested, One-Touch Drinks will hold information and training sessions to promote compliance with laws, rules and regulations that apply to you. 

Conflicts of Interest

A “conflict of interest” exists when a person’s private interest interferes, or appears to interfere, with One-Touch Drinks ’s interests. It can happen when someone is in a situation that may make it difficult to perform their One-Touch Drinks work objectively and effectively, or when their position at One-Touch Drinks results in improper personal benefits for them or their family. 

Some examples of actual or potential conflicts of interest include: 

• One-Touch Drinks loaning money to, or guaranteeing obligations of, One-Touch Drinks personnel or their family members; 
• Working as an employee, consultant, or director for a One-Touch Drinks competitor, customer or supplier; or 
• A romantic or other personal relationship between co-workers when one person is able to influence employment decisions or other benefits affecting the other. 

With that in mind, do not give, receive or request preferential treatment for yourself, your family or others who are close to you, and avoid situations that would raise the suspicion of preferential treatment. This applies to product purchases, hiring, promoting, selecting contractors or suppliers, and any other business matter. Moreover, the best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. 

Conflicts of interest are strictly prohibited except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question or believe that you know of an actual or potential conflict, you should bring it to the attention of supervisor, manager or other appropriate personnel and/or consult the procedures described in Section 15 of this Code. 

Insider Trading

You must not use or share any One-Touch Drinks confidential information for any purpose except the conduct of One-Touch Drinks business. All non-public information about One-Touch Drinks should be considered confidential information. Using non-public information for any trading or other personal financial benefit or to “tip” others who might do so is illegal. For example, never buy or sell One-Touch Drinks products, or that of any company (such as a vendor, partner or supplier), when you are aware of information that has not been publicly disclosed and such information could have a material effect on the financial health of One-Touch Drinks. You should consult or If you have any questions, please consult One-Touch Drinks ‘s Legal Department. 

Corporate Opportunities

You may not use One-Touch Drinks ’s property or information or your position at One-Touch Drinks for improper personal gain, or compete directly or indirectly with One-Touch Drinks, including by taking for yourself opportunities that you discover through One-Touch Drinks. Instead, One-Touch Drinks expects you to advance One-Touch Drinks ’s legitimate interests. For example, you shouldn’t take a business plan or opportunity that you learned about at One-Touch Drinks and use it for your own personal gain, such as by starting a business that competes with One-Touch Drinks. 

Competition and Fair Dealing

One-Touch Drinks seeks to compete fairly and honestly, and you should deal fairly and respectfully with One-Touch Drinks ’s customers, suppliers and competitors. Stealing or otherwise taking proprietary or trade secret information without the owner’s consent is prohibited. You should not take advantage of anyone through unfair dealing practices such as: 

• manipulation; 
• abuse of privileged information, 
• misrepresentation of material facts, 
• collusion with competitors on pricing and other terms, 
• violating fair bidding practices including bidding quiet periods, or 
• providing information to benefit one vendor over others. 

Such practices may also be illegal. 

Gifts, Payments, Donations or the Exchange of Anything of Value

The purpose of business entertainment and gifts with customers, suppliers or other business partners (see the following paragraph for standards relating to interactions with government or political personnel) is to create good will and good working relationships, not to gain improper advantage. Gifts or entertainment are improper, even if merely offered or requested, unless they: 

(1) are not in cash or equivalent to cash;
(2) are consistent with customary business practices,
(3) are not excessive in value,
(4) cannot be seen as a bribe or payoff; and
(5) do not violate the law. 

Please discuss with the Legal Department any gifts of significant value or which you are not certain are appropriate. 

More stringent standards apply to business dealings with government personnel or candidates for political office. The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. “Anything of value” includes not only traditional gifts, but also things like meals, entertainment, travel, political donations, charitable contributions, and job offers for such individuals’ relatives. Foreign laws may also make such gifts illegal, and you obviously should not make illegal payments to government officials of any country. In the U.S., there are a number of laws and regulations about business gifts which may be accepted by government personnel. Offering or giving to an official or employee of any level of the government in the U.S. a gift or other benefit in violation of those rules is strictly prohibited by this Code, and could also be a criminal offense. Any One-Touch Drinks employee who interacts with government personnel or deals with government contracts should review One-Touch Drinks ’s Worldwide Bribery and Anti-Corruption Policy and periodically undergo specialized training. Additionally, One-Touch Drinks ‘s Legal Department can provide guidance to you in this area. 

Discrimination and Harassment

The diversity of One-Touch Drinks ‘s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and do not tolerate discrimination or harassment, including on the basis of race, color, religion, veteran status, national origin, ancestry, pregnancy status, sex, gender identity or expression, age, marital status, mental or physical disability, medical condition, sexual orientation, or any other characteristics protected by law, as well as any unwelcome physical or verbal advances. Please be aware that discrimination and harassment may take any form—verbal, physical or visual—and includes slang or joking in ways that may be offensive to others, as well as bullying. One-Touch Drinks insists that you do what you can to stop others from engaging in such behavior, and prohibits retaliation against anyone who makes a good-faith complaint or participates in an investigation of such a complaint. 

Health and Safety

One-Touch Drinks strives to provide each employee with a safe and healthy work environment. Our goal is to have as close to zero injuries as humanly possible and to have the safest factories in the auto industry. We will get there by continuing to ask our employees to raise safety concerns and to keep proposing ideas that make things even better. One-Touch Drinks also asks that you do your part by following safety and health rules and practices and reporting (either openly or confidentially) accidents or any unsafe equipment, behavior (such as use of illegal drugs) or conditions to your manager, supervisor, Human Resources or the Legal Department. 

Violence and threatening behavior are not permitted, and under no circumstances should you bring a weapon to work. Employees should report to work without being under the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated. For more information regarding One-Touch Drinks ’s approach to substance abuse and testing, please review One-Touch Drinks ’s Substance Abuse and Testing Policy. 

Record-Keeping

One-Touch Drinks requires accurate reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported. 

Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor. 

All of One-Touch Drinks ‘s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect One-Touch Drinks ‘s transactions and must conform both to legal requirements and to One-Touch Drinks ’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by law or regulation. 

Business records and communication are kept, and we should be careful to be accurate and thoughtful in what we say to avoid misunderstandings. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to One-Touch Drinks ‘s record retention policies. In accordance with those policies, if requested by the Legal Department to retain records, do so until the Legal Department tells you retention is no longer necessary. 

Confidentiality

When you joined One-Touch Drinks , you signed an “Employee Non-Disclosure and Inventions Assignment Agreement” that requires you to not share (which includes sharing on social media, or with non-One-Touch Drinks  people who are close to you) any “trade secrets” or “confidential business information” (see below) or products of One-Touch Drinks , or any manufacturing process, research or development entrusted to you by One-Touch Drinks  or its customers, except when disclosure is authorized by the Legal Department or required by laws or regulations. For this reason, and to prevent disruptions to the manufacturing process, taking photos or recording video is prohibited in all work areas, or areas where work processes are visible, inside any of One-Touch Drinks ’s facilities. 

As used in this Code: 

• “Trade secrets” relate to information that One-Touch Drinks maintains as secret, private and internal use because such information is valuable not only to One-Touch Drinks but also to its actual or potential competitors. They include things, processes or methods that are One-Touch Drinks secrets — they are not generally known or easy for others to figure out through appropriate, legal means. Examples of trade secrets may include information on our research and development, inventions, products, machines, equipment, production process, manufacturing process, engineering process, software development, systems development or our business processes. 
• “Confidential business information” includes, but is not limited to, non-public financial data, such as estimates of financial performance; sensitive business information, such as marketing strategies, product launches, and pricing policies; plans for buying or selling of corporate assets; information about customers; and One-Touch Drinks ’s attorney-client communications or other internal business-related confidential communications. 

The obligation to preserve “trade secrets” and “confidential business information” continues even after your relationship with One-Touch Drinks ends. You should never provide or receive “trade secrets” or “confidential business information” to or from another company or other third party without first ensuring that a current and appropriate non-disclosure agreement is in effect with such other party. If you are unsure whether such an agreement exists, please consult with the Legal Department. 

Additionally, you should consult with One-Touch Drinks for Communication Policy so that you are familiar with One-Touch Drinks ’s social media guidelines, media relations and marketing guidelines, and the circumstances and the extent to which individuals are allowed to speak on One-Touch Drinks ’s behalf. One-Touch Drinks will not construe or apply this Policy in a manner that prevents employees from communicating about wages, hours or other terms and conditions of employment. 

Protection and Proper Use of One-Touch Drinks Assets

You should protect One-Touch Drinks ‘s assets and ensure their efficient use. Such protection includes properly securing, labeling and (when appropriate) disposing of confidential material. Theft, carelessness, and waste have a direct impact on One-Touch Drinks ‘s financial condition. Any suspected incident of fraud or theft should be immediately reported for investigation. One-Touch Drinks assets and equipment, including One-Touch Drinks -owned vehicles, should not be used for non-One-Touch Drinks business, though incidental personal use may be permitted. 

The obligation of employees to protect One-Touch Drinks ’s assets includes its proprietary information, examples of which include “trade secrets” and “confidential business information” (see Section 10 of this Code), as well as other intellectual property such as patents, trademarks and copyrights. Unauthorized use or distribution of this information would violate One-Touch Drinks policy. It could also result in civil and/or criminal penalties. 

Money Laundering / Suspicious Activities

Money laundering (i.e., using transactions to conceal the illegal source of funds or make such funds look legitimate) is strictly prohibited. Any suspicious activity that you believe involves money laundering should be reported to the Legal Department, Internal Audit or the Integrity customer service line available on One-Touch Drinks ’s intranet website). Here are some examples of suspicious activity: 

• Large payments in cash; 
• Payments made in currencies atypical given the circumstances or differing from what is listed in the contract;
• Requests for payment amounts that differ from what is required in the contract; or 
• Payments made by someone or a company that is not party to the contract. 

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, along with the reasons for the waiver, as required by law.

Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about illegal or unethical behavior and when in doubt about the best course of action in a particular situation. Depending on the situation, you may also contact the Legal Department, the Internal Audit or Human Resources teams or the Integrity Line available on One-Touch Drinks ’s intranet website. 

One-Touch Drinks does not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind. 

Your Responsibilities

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. 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 you should keep in mind: 

• Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible. 
• 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. 
• Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem. 
• Discuss the problem with your manager or supervisor. This is the basic guidance for all situations. In many cases, your manager or supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your manager’s or supervisor’s responsibility to help solve problems. 
• Seek help from One-Touch Drinks resources. In the rare case where it may not be appropriate to discuss an issue with your manager or supervisor, or where you do not feel comfortable approaching your manager or supervisor with your question, discuss it with your Human Resources manager, the Legal Department or Internal Audit or contact One-Touch Drinks via the Integrity Line available on One-Touch Drinks ’s intranet website) instead. 
• Speak up. You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. One-Touch Drinks does not permit retaliation of any kind against employees for good faith reports of ethical violations. 
• Always ask first, act later: If you are unsure of what to do in any situation, please seek guidance from your manager, Human Resources or other sources of information and support before you act. 

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Code of Ethics for CEO and Senior Financial Officers

The above Code of Business Conduct and Ethics applies to all directors and employees of One-Touch Drinks. The executives, including the CFO are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the executives are subject to the following additional specific policies: 

 The CEO and CFO shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics or of these additional procedures. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the employees demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the CEO and CFO and termination of the individual’s employment. In determining what action is appropriate in a particular case, the CEO and CFO or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.