Archway Merchandising Services - Code of Businss Conduct

AHL Services, Inc.

Code of Business Conduct

Page Number

A Message from Senior Management

Introduction

Responsibilities

Reporting Obligations

Non-Retaliation Policy

Disciplinary Policy

Ethics Hotline

Guideline 1 - Follow the Law Wherever AHL Services, Inc. Does Business

Guideline 2 - Do Not Put Yourself or AHL Services, Inc. in a Conflict of Interest

Offering or Accepting Gifts

Company Resources

Outside Business Activities and Interests

Outside Employment

Outside Activities -- Charitable, Community, Civic and Religious

Outside Financial Interests

Guideline 3 - Dealings with Customers, Suppliers, Competitors and Others Outside AHL Services, Inc. Must Be Ethical and Fair

Competition

Suppliers and Sub Contractors

Handling Money

Guideline 4 - Keep Company Communications and Information Accurate, Confidential and Secure

Confidentiality

Integrity of Transactions and Records

AHL Services, Inc. Property

Guideline 5 - Treat Everyone Fairly and With Respect

Harassment And Discrimination

Guideline 6 - Report Any Problems and Irregularities

Sources of Assistance

Frequently Asked Questions

Policies Related To or Referred To in The Code Of Business Conduct

AHL Services, Inc. Statement of Acknowledgment

MESSAGE FROM SENIOR MANAGEMENT

We are pleased to introduce to you the AHL Services, Inc. Code of Business Conduct.

We are proud of the outstanding success of AHL Services, Inc., which is a direct result of the high quality and hard work of our people. Central to our success as a company is the commitment of each one of us to the highest standards of conduct in all of our business dealings. As we continue to grow and adapt to an increasingly competitive and rapidly changing economic, political and social environment, our ongoing success will depend on our ability to maintain the confidence of our business partners and the general public in our competence, honesty and integrity.

Each of us, from those in entry level positions to the most senior managers, has a role to play. We must always do what is right, even if it conflicts with performance targets.

TheAHL Services, Inc. Code of Business Conduct outlines the ethical standards we must follow to maintain the confidence of our business partners, other employees, suppliers, and the general public. Most of the principles outlined are not new; they are simply a summary of some of our existing policies and a written reflection of other policies and practices we have been following for years. As such, we will expect all AHL Services, Inc. employees to sign this document, as it is a fair description of our ethical standards. Please read this document carefully, think about what it means to you in your position and use your own good judgment to apply its principles every day. Violation of these standards can result in serious penalties, including termination of employment.

It is the responsibility of each and every one of us to live up to the standards outlined in the Code of Business Conduct. All managers are accountable for actions of the employees under their direction, and for ensuring that their organizations are operating in accord with the principles of business conduct set forth herein. To individual employees, we say the following: the highest standards of behavior are expected of all employees regardless of location or position. No supervisor has the authority to require unethical or illegal conduct.

Consult a more senior member of the AHL Services, Inc. team if you have questions about application of this Code, if you encounter a situation that is not covered by the Code or if you have knowledge of, or concern or suspicion about, a situation that might adversely affect our reputation. We each have a personal responsibility to ask questions when we have doubts about the ethical implications of any situation or proposed course of action and to report concerns to a member of management.

AHL Services, Inc. is our company. Let’s continue to build its value on a solid foundation of ethical standards and behavior.

___________________

A. Clayton Perfall, CEO

AHL Services, Inc.

OUR CODE OF BUSINESS CONDUCT

INTRODUCTION

Our ethical standards are a point of pride and priority at AHL Services, Inc. This Code of Business Conduct provides guidelines of behavior for dealing with each other, our business partners, contractors, suppliers, government authorities and the general public. Complying with these guidelines is important because our reputation is the foundation upon which we interact with these stakeholder groups and individuals.

We are committed to being a good corporate citizen. It is the way we do business. As a representative of AHL Services, Inc., you are expected to be courteous, considerate and responsive. Your conduct is expected to meet and surpass the standards set out in this Code.

Any breach of the Code of Business Conduct is serious and can result in action by AHL Services, Inc. up to and including termination of employment. However, no set of guidelines can be all encompassing, and that is why your good judgment is necessary to ensure that high ethical standards are met. If you have doubts about a course of action or manner of behavior, and if these guidelines do not clarify the issue for you, seek advice. Depending upon the situation or issue, that advice could be sought from your manager, the next level of management, your Human Resources Department, or the Ethics Hotline. You should also inform your manager if you are aware that someone at AHL Services, Inc. is in breach of this Code.

This Code of Business Conduct applies without exception to all employees of AHL Services, Inc. While signing this policy does not constitute an employment contract or change your “employment at will” status, you are now required to sign the Code of Business Conduct as a condition of continued employment. Annually, by way of update in this important area, you will be asked to reflect upon possible ethical challenges and reconfirm that there have been no dilemmas worth bringing to the attention of the organization. Very simply, you are expected to perform your job honestly and in the Company’s best interests by following these basic guidelines:

1. 1. Act in ways that meet or exceed applicable laws and best practice standards wherever AHL Services, Inc. does business

2. Do not put yourself or AHL Services, Inc. in a conflict of interest

3. Conduct yourself honestly, professionally and with integrity

4. Keep communications and information accurate, confidential and secure

5. 5. Treat everyone fairly and equitably

6. 6. Report any suspicions of problems, ethical concerns or irregularities to management

RESPONSIBILITIES

The AHL Services, Inc. Board of Directors has established requirements for management to conduct ethics awareness education and to report on the continued effectiveness of the Company’s ethics program. In addition, the Board has appointed an Ethics Program Director and an Ethics Program Administrator to: (i) ensure compliance with the Code of Business Conduct, (ii) provide a confidential method for employees to seek advice or to report questionable behavior, (iii) serve as a first point of contact to employees on questions related to business conduct, (iv) ensure that investigations of questionable behavior are conducted, and (v) initiate Company management guidelines to implement ethics training programs.

The corporate legal counsel is responsible for legal guidance and interpretation of applicable laws, regulations and government orders. Operating management is responsible for monitoring and enforcing these standards of business ethics and conduct throughout the Company.

Those Company employees in management and supervisory positions are to set an example through taking actions that demonstrate sound ethics. All managers and supervisors shall strive to establish a workplace environment that is free of discrimination and harassment, where the rights of employees are respected and where employees will not feel threatened reporting or discussing ethics issues. Managers and supervisors should be able to recognize potential ethics violations when they are reported, advise the Ethics Program Administrator of all such reports, and ensure that all problems and potential problems are investigated promptly and thoroughly. Above all, managers and supervisors should protect employees who make such reports.

All AHL Services, Inc. employees must be alert and sensitive to situations that could result in illegal, unethical or otherwise improper actions. It is the responsibility of each employee to ensure that their own conduct is proper by following the ethics principles of the Code of Business Conduct and performing all tasks with honesty and integrity. Each employee should participate in the initial, annual and specialized ethics training sessions and should seek guidance from the appropriate person or department when in doubt about the correct ethical choice to make in a given situation. Each employee must challenge what they perceive as unethical directives or deviations from established policies and procedures and must report all potential or actual violations to their manager, the Ethics Program Director, or the Ethics Program Administrator.

Reporting Obligations

Each employee must be alert and sensitive to situations that could result in illegal, unethical, or improper actions. Each employee has the obligation to report potential or actual violations of the Company’s Standards of Business Ethics and Conduct to his or her immediate manager, or, alternatively, to the Ethics Program Director or the Ethics Program Administrator. Within the constraints of legal requirements, the Company pledges to keep confidential within appropriate channels the identities of employees who submit such reports

Managers will advise the Ethics Program Director or Program Administrator of those matters which constitute a potential or actual violation, whether or not believed to be intentional. All allegations will ultimately be reported to the Ethics Program Director. In those cases where no proof exists that a potential or actual violation has occurred, the reporting employee will be so advised.

Non-Retaliation Policy

Under no circumstances will any employee be subject to any disciplinary or retaliatory action for filing a good faith report of a violation or potential violation. However, filing known false or malicious reports will not be tolerated, and anyone filing such reports will be subject to appropriate disciplinary action.

Disciplinary Policy

The principles set forth herein and other relevant Company policies and procedures will be enforced at all levels, fairly and without prejudice. Employees who violate laws, regulations or the basic tenets of honesty and integrity required by the Code of Business Conduct will be subject to appropriate disciplinary action which could result in discharge, restitution of losses, civil action or criminal prosecution.

Ethics Hotline

The Company has set up an Ethics Hotline to facilitate employee reporting of any violations of this Code of Business Conduct and consultation on any questions concerning the Company’s business practices or employee responsibilities. The Ethics Hotline number is (1-800-TELL-US-0)(1-800-835-5870). The AHL Services company code is AHLS (2457). . All calls are confidential and callers may remain anonymous (within the constraints of legal requirements).

1. FOLLOW THE LAW WHEREVER AHL SERVICES, INC. DOES BUSINESS

The laws in each country where we do business today apply to our business, including leasing, advertising, staffing, political activity, donations, workplace health and safety, and confidentiality. AHL Services, Inc. is committed to operating within the framework (both the substance and spirit) of these laws and regulations. Federal, provincial/state and municipal legal standards should be the minimum standard. Where local laws are inadequate, inappropriate or non-existent, reputable international best practice standards or goals such as the laws of Canada or of the United States should be followed. You are expected to take reasonable steps to familiarize yourself with the laws and regulations affecting your work and ensure that your business conduct complies with those laws. If you are working in a foreign location the laws may be quite different. Take the necessary steps to ensure you meet, and where appropriate exceed, the laws of all locations in which we operate.

While we strive to achieve challenging goals and objectives, we will condemn activities that are accomplished by breaking the law, or through unethical business dealings. Practices such as payment for an illegal act, rebating or bribery are serious examples of violations of our policies.

Your activities should withstand close scrutiny; illegal conduct leaves both you and the Company open to possible prosecution, professional sanctions and other disciplinary action.

2. DO NOT PUT YOURSELF OR AHL SERVICES, INC. IN A CONFLICT OF INTEREST

A conflict of interest happens when your duties and obligations in two or more areas conflict with each other. Even the appearance of a conflict of interest can be as harmful to your reputation or the reputation of AHL Services, Inc. as an actual conflict.

A conflict of interest can happen between:

· · Your personal business interests and your obligations as an AHL Services, Inc. employee.

· · Your personal responsibilities and your obligations to a customer.

· · The interests of AHL Services, Inc. and our obligations to a customer.

· · Our obligations to one customer versus our obligations to another customer.

· · A customer’s expectations or actions and professional standards of performance.

It is important that you do not enter situations in which your individual business interests conflict, or might - in reality or appearance - conflict, with your duties to AHL Services, Inc. You should avoid acquiring any interest in, or participating in any, outside activities which would prevent you from performing your duties fully and properly or which would affect your judgment to act in AHL Services, Inc.’s best interest.

You are expected to put AHL Services, Inc.’s business interests ahead of your own personal interest and avoid situations where personal business may conflict with the Company’s. Outlined below are examples of the kinds of situations or activities that may be considered a conflict of interest. The examples shown are not all inclusive. They are simply examples of personal business situations that may arise and that may conflict with Company policy. Please refer to the “Conflict of Interest” policy.

Offering or accepting gifts

Although the exchange of common courtesies (such as gifts of nominal value) is recognized as an acceptable business practice, there is a danger in offering or accepting gratuities, facilitation payments or favors which could be mistaken for improper payment or, in extreme cases, could be construed as a bribe.

You may not use your position for improper gain. Do not under any circumstances accept or offer gifts of cash, bonds, negotiable securities, personal loans, airline tickets, use of a vacation property or lavish entertainment. Conversely, providing gifts to officials, in particular government officials, must be scrupulously legal and appropriate. It is inappropriate to provide any gifts to officials other than token gestures of normal hospitality.

*Conditions for Accepting Gifts*	If you believe that the donor is not trying to obligate you, or improperly influence a decision. It is “normal business practice” for the purposes of courtesy and good business relations. Accepting is legal and consistent with generally accepted ethical standards. The gift is one that unrelated individuals or members of the public would conclude does not appear to influence personal judgement.
*Acceptable gifts*	Honorific, ceremonial or holiday gifts, such as fruit baskets or candy. However, if accepted, they should be shared with staff members or donated to a food bank or charity, or perhaps raffled off. Inexpensive advertising or promotional materials (e.g. give-aways, such as pens or key chains). Gifts clearly motivated by a family or close personal relationship, rather than business motives. Inexpensive awards that recognize service and accomplishment in civic, charitable, educational or religious organizations. Reimbursement for expenses for company-related speaking engagements or written presentations.
*Gifts of Considerable Value*	Where it would be extraordinarily impolite, culturally unacceptable or otherwise inappropriate to refuse a gift of obvious value, you may accept it on behalf of AHL Services, Inc. However, as soon as possible, you should report the gift to your manager to determine how to deal with it. Such gifts may not be taken for your home use or enjoyment. (“as soon as possible” – this phrase addresses the case where you suspect it may happen, then it is desirable to discuss it in advance)
*Conditions of Offering Gifts*	Offering inducements or bribes is never acceptable. Payments to local officials that facilitate necessary work that otherwise might not be handed, in whole or part, in a timely or appropriate fashion, should be discussed and vetted with a senior manager. You may provide small gifts or avors to customers or other business partners – when this is in line with accepted business practice and does not produce any real or perceived conflict of interest. You must not offer (directly or indirectly) benefits or rewards which are in violation of any laws and regulations. When entertaining business contacts, limit this entertainment to what is reasonable, appropriate and necessary to facilitate business discussions.

A final thought on accepting or offering gifts. Ask yourself if public knowledge of the gift - including the reasons behind it - would embarrass you or AHL Services, Inc. If you are still unsure what is considered an appropriate gift to give or receive, discuss it with your manager. When in doubt, err on the side of probity and caution. Please refer to the “Gifts & Entertainment” policy.

Company Resources

AHL Services, Inc. does not endorse the use of Company time, facilities or resources for activities other than recognized AHL Services, Inc. business. This includes use of AHL Services, Inc. stationery, e-mail, postage or equipment for personal use. Appropriate use of AHL Services, Inc. resources is an issue not only of cost and productivity effectiveness, but also of professional and honest behavior as well.

Outside Business Activities and Interests

You should not deprive AHL Services, Inc. of your best efforts on the job because of excessive outside demands on your time, energy or attention. However, if you intend to begin or continue an outside business interest, advise your manager immediately. He or she will decide whether this will conflict with your obligations as an employee of AHL Services, Inc. Do not, without prior approval, conduct non-Company business on Company time or use AHL Services, Inc. equipment or facilities to conduct outside interests or business.

Outside Employment

You may hold employment outside AHL Services, Inc.; however, all employees in management or senior level positions should discuss this with your manager before making a commitment to a job outside Company working hours, to be sure it will not create a conflict.

Outside Activities -- Charitable, Community, Civic and Religious

AHL Services, Inc. supports employees’ voluntary participation in charitable, religious, educational, community and civic activities. However, these activities shouldn’t interfere with job performance or present a conflict of interest. As much as possible, these activities should be limited to non-business hours. You may serve on community, public or civic bodies, such as a municipal council or school board. However, before you run for office or accept an appointment, discuss your intention with your manager to ensure there will not be a conflict.

Your charitable and community activities are personal. No charitable donations may be made in AHL Services, Inc.’s name without prior approval from your manager and the Corp. Vice President, Human Resources. Similarly, you may make no political donations in our name. You should direct any political donation requests to senior management. Please refer to the “Charitable Donations” policy.

Outside Financial Interests

Neither you nor members of your immediate family or household should have a material financial interest in, or with, a customer of, or supplier to, AHL Services, Inc. if holding such an interest puts you in a conflict of interest with the Company. Employees are prohibited from approving or authorizing purchases of any goods or services by AHL Services, Inc. from companies or businesses that are owned in whole or in any substantial part by their relatives or spouses. The prior approval of your manager and the Vice President, Finance is required in any such situation. Please refer to the “Employment of Relatives” policy and the “Conflict of Interest” policy.

3. DEALINGS WITH CUSTOMERS, SUPPLIERS, COMPETITORS AND OTHERS OUTSIDE AHL SERVICES, INC. MUST BE ETHICAL AND FAIR

As stated above, our success depends on the honesty and integrity of our employees. Your conduct, both at work and outside work, has a direct effect on how we are perceived as a company -- especially by our business partners and other stakeholders. AHL Services, Inc. will not tolerate any involvement in criminal activities, nor violent, threatening or abusive behavior with any persons you deal with as an AHL Services, Inc. employee. We have an obligation to provide a safe and positive environment for our employees, customers and suppliers. Fairness means not only in our eyes but also in those of these other important stakeholders.

Competition

AHL Services, Inc. complies with antitrust and competition laws of the U.S. and of any country in which it does business. As an employee of AHL Services, Inc., you should avoid:

· · Activities which could be viewed as an unfair trade practice or are a breach of competition laws such as price fixing, dividing up the market, and misleading or deceptive advertising.

· · Misrepresentations concerning comparison of our company with that of our competitors to potential customers and existing customers.

Activities which involve limiting competition, restraining trade and other anti-competitive efforts to dominate a market may violate U.S. antitrust laws. Violations of antitrust laws can expose the Company and its employees to criminal penalties and to civil lawsuits that could limit the Company’s ability to carry on its business.

Agreements with competitors regarding pricing, terms or conditions of sale, or allocation of products, business markets, customers, or territories are prohibited. It is against AHL Services’ policy to communicate, directly or indirectly, with any competitor regarding its present or contemplated business actions, to include any pricing, terms, or conditions of sales.

Antitrust concerns also may arise in formation of teaming agreements, joint ventures or other cooperative efforts to obtain business by combining the complementary capabilities of AHL Services, Inc. and another company. In this connection, initial discussions with the potential partners on the feasibility of a cooperative arrangement are permissible. However, before any commitment to form such an arrangement is made, prior review by the corporate counsel is required. Please refer to the “Antitrust & Anti-Competition” policy..

Suppliers and Sub-Contractors

In our contacts with suppliers of goods, services or facilities, you should use the same level of courtesy and consideration as you hope to receive from them.

Company policy is to conduct business on the basis of merit and competitiveness, without favoritism or discrimination. The integrity of each transaction must be unquestionable. You must avoid unfair or inappropriate business practices and you must not enter into any agreements with suppliers or sub-contractors where you might achieve personal gain.

Suppliers should be dealt with fairly and at arm’s length.

Handling Money

If you have access to Company funds, you need to be careful that you handle these funds in accordance with standards established to help the Company protect and account for its money. These procedures are designed to prevent carelessness, fraud or dishonesty or even their appearance. If you see any evidence of an infraction, you are obligated to report it immediately to your manager for investigation.

In summary, we are committed to protect AHL Services, Inc.’s reputation as a fair and ethical company. Any breaches of these guidelines may result in immediate discipline, up to and including dismissal. If appropriate, we will prosecute individuals in breach of this Code.

4. KEEP COMPANY COMMUNICATIONS AND INFORMATION ACCURATE, CONFIDENTIAL AND SECURE

Confidentiality

AHL Services, Inc. and its employees are regularly entrusted with confidential information. For example, in the course of regular business operations, a substantial amount of confidential information is collected concerning applicants, employees, client financials, etc. It is up to you to keep this information secure and in confidence by not disclosing or providing access to confidential information to anyone who does not have a legitimate need for such information in the normal course of business or as required by law. Please refer to the “Confidential Information” policy.

Take every precaution to protect the confidentiality and security of Company, employee, customer and other information and transactions. For employees, this includes personal information such as salaries, birth dates, home phone numbers and addresses.

*General Confidentiality Guidelines*	Control access to confidential information. Use only secure media to transmit confidential information (eg., cellular telephones are considered insecure media.) Destroy or dispose of confidential information using the appropriate methods (e.g. shredders). Do not provide non-public information to persons outside AHL Services, Inc., including family or household members or associates, or other employees who do not require the information for their work. When personal information is collected from an individual, the object of the file and purposes for which the personal information is being collected should be communicated to the individual concerned. Ensure that the preparation, maintenance, storage and disclosure of all confidential information are in accordance with those standards to secure the privacy of others. Lock up confidential information within your area of responsibility. Do not release any information which may violate the privacy rights of others. This includes protected health information.
*Removing Confidential Information*	Under no circumstances should you remove any confidential information from the premises without the express consent of your manager or except as required by the terms of your employment.
*Leaving the Company*	You are expected to refrain from taking proprietary methodologies and company resources when you leave the company, whether or not you may be going to work for a competitor. When leaving the employ of AHL Services, Inc., you must return all confidential information in any form and all copies which are, or may have been, in your possession.
*Personal or Business Gain*	Do not use non-public, confidential information gained from Company business for any personal or business advantage or transaction before that information becomes public either while you are employed by AHL Services, Inc. or after you terminate your employment with the Company.

Integrity of Transactions and Records

Accurate and reliable records are necessary to meet our legal and financial obligations and to manage our affairs. Because of this, our records must reflect all business transactions in an accurate and timely manner.

You must not, under any circumstances, knowingly make or allow false or misleading transactions, entries or data to any AHL Services, Inc. account, record or document or to any Company model or system. This includes claims for reimbursement of expense account expenditures.

Undisclosed or unrecorded assets, liabilities and/or revenues are not permissible. If you are responsible for accounting and record-keeping functions, you are expected to be alert and enforce this policy.

AHL Services, Inc. Property

You may not obtain, use or divert Company property for your personal use or benefit. Removal of Company property from AHL Services’ facilities without permission may be regarded as theft. No item of Company property may be destroyed or materially altered without permission.

Travel Costs	Employees who travel at Company expense have the responsibility of adhering to Company policies and assisting in the reduction of costs associated with travel.
Medical Claims	No false statements are to be made on any Company medical insurance or other Benefits claim forms.
Other Expenses	Expenses incurred in conducting Company business must be reported promptly, accurately and comprehensively. Please refer to the “Travel & Expense Reimbursement” policy.
Intellectual Property	You may access and use records, computer files and programs of AHL Services, Inc. including personnel files, financial statements and customer information only for their intended, management-approved purposes.

AHL Services, Inc.

Table of Contents

Outside Employment

Confidentiality