I. Corporate Commitments

ARIS makes these commitments to our key stakeholders:

1. For our employees: we are committed to honesty, fair management, a safe and healthy environment free from discrimination and harassment, and respect for each person, as an individual.

2. For our clients: we are committed to reducing your risks in business transactions by producing consistently high quality products and services with the highest of ethical standards, delivered on time, at a fair price.

3. For the communities in which we live and work: we are committed to observe sound business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship.

4. For our shareholders: we are committed to pursuing profitable growth, without taking undue risk, to exercising financial discipline in the deployment of our assets and resources, and to making accurate, complete, timely, and clear reports and communications - guided by the principles of transparency, integrity and accountability.

5. For our partners, vendors and consultants: we are committed to fair treatment and competition and to providing and receiving value.

1. Ethical Behavior

1.1. ARIS, Staff Behavior

1.1.1. Company employees are to exercise honesty, objectivity and ARIS in performing their duties, both to the Company and client.

1.1.2. Company employees are not permitted to give or receive gifts, commissions, gratuities, or anything of value - except that employees may, in the course of their duties for or on behalf of ARIS, provide and receive reasonable and appropriate food and entertainment.

1.1.3. Company employees must account for all business related entertainment expenses on appropriate expense submission statements, to include a list of each individual and represented entity receiving the food or entertainment, location and ARIS staff present

1.1.4. Company employees are prohibited from acting, for personal gain, on any client information gained through their employment with ARIS or from communicating any such information to a third party.

1.1.5. Company employees should be loyal at all times both to the Company and to clients as noted below:

1.1.5.1. Company employees should not enter into any activity which may result in a conflict of interest with the Company.

1.1.5.2. Company employees should not act in a manner which could discredit the Company or adversely affect its reputation.

1.1.6. Company employees must report actual or potential infringements of the Code to his/her immediate supervisor, who in turn must report the situation to the Operation Review Group. If the employee is uncomfortable making a Code-related report to his/her immediate supervisor, the employee may then alternatively report any infringement of this Code to any Operational Review Group member, the CEO, or the CFO.

1.1.7. Company employees have a duty to safeguard the Company's assets, including its equipment, records, premises, its intellectual property and customer information. ARIS’s assets shall be used only for the Company's business.

1.2. Company Standards

1.2.1. ARIS does not pay bribes or provide fees or inducements to third parties for services or information. ARIS may hire consultants to provide consultancy services of a professional nature.

1.2.2. Actions concerning sub-contracting

1.2.2.1. When employing sub-contractors, the responsible managing director will ensure that there is an adequate background review to determine that the sub-contractor is honest, objective, provides consistent services and has conducted himself or herself consistent with values of the company. Where appropriate, references will be sought before employing them.

1.2.2.2. ARIS will never employ a sub-contractor to provide a good or service which is illegal in the country of operation.

1.2.2.3. ARIS will neither conduct nor sub-contract activities such as participation in police, military or paramilitary operations.

1.2.3. ARIS will promote a positive work environment and not tolerate discrimination or harassment as defined by ARIS’s anti-harassment policy.

1.2.4. ARIS, as a company, does not financially contribute to political parties, causes or organizations. ARIS respects the rights of its employees to support political candidates, causes and organizations outside of work, and in ways that do not directly or indirectly involve the Company.

1.2.5. From time to time ARIS may be asked to advise a company whose activities, although legal, may be deemed controversial or appear to fall outside the normal service areas. ARIS is free to undertake such work provided the client activities are lawful and conducted honestly. However in cases of doubt or where the engagement may raise a reputational risk for ARIS, the Operation Review Group will determine whether accepting the task is in the best long-term interests of the Company. In cases of doubt, the matter will be submitted to the Operational Review Group.

1.2.6. Company employees should never use “official” cover. “Official” cover is defined as representing yourself as a member of a law enforcement or intelligence agency, or as a government official. In many countries, including the USA, this is a serious offence.

2.1. ARIS does not reveal the identity of any client. Should a client decide to reveal a relationship with the Company, ARIS employees must still neither confirm nor deny the existence of a relationship.

2.2. ARIS does not give references without the prior agreement of the client concerned.

2.3. All ARIS documentation and client documents entrusted to ARIS must be handled securely and remain confidential. Any breach, or suspected loss, must be reported immediately in accordance with Company Policy and Procedures.

3. Compliance

3.1. ARIS employees and companies are required to comply with the laws and regulations of the countries in which they operate.

3.2. ARIS will only work for clients who will not use ARIS information and services in a manner contrary to law.

3.3. ARIS employees are expected to comply with the Code as a continuing condition of their employment. In case of a material failure by any officer or board member to comply with the spirit or letter of the Code, the ARIS Board of Directors will be so notified.

3.4. On-going Review and Interpretation: The Company’s Code of Ethics and Conduct will be periodically reviewed and amended, when appropriate, to ensure that it accurately reflect the demands of our business. The Code is not an employment contract nor is it intended to be an all inclusive statement of policy on the subject matters herein. ARIS reserves the right to provide the final interpretation of the matters contained herein and to revise the Code and any and all Company policies at any time, as deemed necessary or appropriate.

1.1. To ensure compliance with the Code and to ensure that staff has a mechanism to seek operational and ethical advice and guidance, an Operational Review Group (“ORG”) is created.

1.2. The ORG comprises the CEO, the COO, the CFO, Senior advisors, the NICT Group Director, Managing Directors and Team leaders. The ORG may also seek the advice of a Senior Compliance Specialist when considering matters brought before the ORG. The Secretary to the ORG will be the CFO and will be responsible for ensuring administrative conformity with the procedures stated herein

1.3. Management is responsible for ensuring compliance with this code. The ORG is a management committee responsible for interpreting and applying the code to operational engagements. The ORG actions in no way relieve the Chairman of the Board, CEO, COO and CFO from their ultimate responsibility for ensuring compliance with this code. .

1.4. When a client engagement triggers an ORG threshold as set forth in Section 1.2.5, the responsible Managing Director will cause the ORG to be immediately notified of the project and related specific situations necessitating the ORG’s involvement.

1.5. The ORG routinely reviews operational plans involving the following:

1.5.1. The use of covers or pretext

1.5.2. Source recruitment and management, and subsequent case reviews and/or reports.

1.5.3. Company employees personally conducting operations in a country other than where he/she is based.

1.5.4. Hostile environments or regions

1.5.5. Any situations involving lawyers or persons facing possible or actual criminal or civil suits

1.5.6. Any situations involving a potential or actual invasion of an individual’s right to privacy or data protection.

1.6. The ORG will not normally be asked to review routine due ARIS or database enquiries, unless exceptional circumstances are involved. For example, if the subject of an enquiry has a particularly high public profile or is known to have reacted adversely to ARIS enquiries being conducted on him or her in the past, it is appropriate to involve the ORG.

1.7. Procedures. When a potential engagement triggers an ORG threshold, under 3.8 the responsible Managing Director will cause the ORG to be immediately notified regarding project that has triggered the ORG notification. The ORG will be provided via oral briefing the following.

1.7.1.1. The name of the project

1.7.1.2. The name of client

1.7.1.3. Location of project

1.7.1.4. ARIS staff who will perform work

1.7.1.5. Concept of operation for the engagement

1.7.1.5.1. Reason that ORG is notified

1.7.1.5.2. Operational steps to be performed in the engagement

1.7.1.5.3. Staff to be involved in the engagement

1.7.1.5.4. Jurisdictions involved in the engagement

1.7.1.6. Cost of the engagement

1.7.1.7. Controls in place to ensure compliance with this agreement

1.8. The ORG will notify the respective Managing Director and CEO of their decision. The ORG may recommend alternative approaches to ensuring compliance with this agreement, declining the engagement, or approving the engagement. Affected Managing Directors may always resubmit their intended concept of operations to the ORG at anytime if they believe that they have made appropriate modifications of the concept of operations in order to comply with this agreement.

1.9. The Secretary to the ORG will note compliance with this requirement of the code and decision of the ORG.

CODE OF ETHICS AND CONDUCT

I. Corporate Commitments

ARIS makes these commitments to our key stakeholders:

1. For our employees: we are committed to honesty, fair management, a safe and healthy environment free from discrimination and harassment, and respect for each person, as an individual.

2. For our clients: we are committed to reducing your risks in business transactions by producing consistently high quality products and services with the highest of ethical standards, delivered on time, at a fair price.

3. For the communities in which we live and work: we are committed to observe sound business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship.

4. For our shareholders: we are committed to pursuing profitable growth, without taking undue risk, to exercising financial discipline in the deployment of our assets and resources, and to making accurate, complete, timely, and clear reports and communications - guided by the principles of transparency, integrity and accountability.

5. For our partners, vendors and consultants: we are committed to fair treatment and competition and to providing and receiving value.


II. Ethical Standards

1. Ethical Behavior

1.1. ARIS, Staff Behavior

1.1.1. Company employees are to exercise honesty, objectivity and ARIS in performing their duties, both to the Company and client.


1.1.2. Company employees are not permitted to give or receive gifts, commissions, gratuities, or anything of value - except that employees may, in the course of their duties for or on behalf of ARIS, provide and receive reasonable and appropriate food and entertainment.

1.1.3. Company employees must account for all business related entertainment expenses on appropriate expense submission statements, to include a list of each individual and represented entity receiving the food or entertainment, location and ARIS staff present

1.1.4. Company employees are prohibited from acting, for personal gain, on any client information gained through their employment with ARIS or from communicating any such information to a third party.

1.1.5. Company employees should be loyal at all times both to the Company and to clients as noted below:

1.1.5.1. Company employees should not enter into any activity which may result in a conflict of interest with the Company.

1.1.5.2. Company employees should not act in a manner which could discredit the Company or adversely affect its reputation.

1.1.6. Company employees must report actual or potential infringements of the Code to his/her immediate supervisor, who in turn must report the situation to the Operation Review Group. If the employee is uncomfortable making a Code-related report to his/her immediate supervisor, the employee may then alternatively report any infringement of this Code to any Operational Review Group member, the CEO, or the CFO.

1.1.7. Company employees have a duty to safeguard the Company's assets, including its equipment, records, premises, its intellectual property and customer information. ARIS’s assets shall be used only for the Company's business.

1.2. Company Standards

1.2.1. ARIS does not pay bribes or provide fees or inducements to third parties for services or information. ARIS may hire consultants to provide consultancy services of a professional nature.

1.2.2. Actions concerning sub-contracting

1.2.2.1. When employing sub-contractors, the responsible managing director will ensure that there is an adequate background review to determine that the sub-contractor is honest, objective, provides consistent services and has conducted himself or herself consistent with values of the company. Where appropriate, references will be sought before employing them.

1.2.2.2. ARIS will never employ a sub-contractor to provide a good or service which is illegal in the country of operation.

1.2.2.3. ARIS will neither conduct nor sub-contract activities such as participation in police, military or paramilitary operations.

1.2.3. ARIS will promote a positive work environment and not tolerate discrimination or harassment as defined by ARIS’s anti-harassment policy.

1.2.4. ARIS, as a company, does not financially contribute to political parties, causes or organizations. ARIS respects the rights of its employees to support political candidates, causes and organizations outside of work, and in ways that do not directly or indirectly involve the Company.

1.2.5. From time to time ARIS may be asked to advise a company whose activities, although legal, may be deemed controversial or appear to fall outside the normal service areas. ARIS is free to undertake such work provided the client activities are lawful and conducted honestly. However in cases of doubt or where the engagement may raise a reputational risk for ARIS, the Operation Review Group will determine whether accepting the task is in the best long-term interests of the Company. In cases of doubt, the matter will be submitted to the Operational Review Group.

1.2.6. Company employees should never use “official” cover. “Official” cover is defined as representing yourself as a member of a law enforcement or intelligence agency, or as a government official. In many countries, including the USA, this is a serious offence.

2. Confidentiality

2.1. ARIS does not reveal the identity of any client. Should a client decide to reveal a relationship with the Company, ARIS employees must still neither confirm nor deny the existence of a relationship.

2.2. ARIS does not give references without the prior agreement of the client concerned.

2.3. All ARIS documentation and client documents entrusted to ARIS must be handled securely and remain confidential. Any breach, or suspected loss, must be reported immediately in accordance with Company Policy and Procedures.

3. Compliance

3.1. ARIS employees and companies are required to comply with the laws and regulations of the countries in which they operate.

3.2. ARIS will only work for clients who will not use ARIS information and services in a manner contrary to law.

3.3. ARIS employees are expected to comply with the Code as a continuing condition of their employment. In case of a material failure by any officer or board member to comply with the spirit or letter of the Code, the ARIS Board of Directors will be so notified.

3.4. On-going Review and Interpretation: The Company’s Code of Ethics and Conduct will be periodically reviewed and amended, when appropriate, to ensure that it accurately reflect the demands of our business. The Code is not an employment contract nor is it intended to be an all inclusive statement of policy on the subject matters herein. ARIS reserves the right to provide the final interpretation of the matters contained herein and to revise the Code and any and all Company policies at any time, as deemed necessary or appropriate.


III. Operational Review Group


1.1. To ensure compliance with the Code and to ensure that staff has a mechanism to seek operational and ethical advice and guidance, an Operational Review Group (“ORG”) is created.


1.2. The ORG comprises the CEO, the COO, the CFO, Senior advisors, the NICT Group Director, Managing Directors and Team leaders. The ORG may also seek the advice of a Senior Compliance Specialist when considering matters brought before the ORG. The Secretary to the ORG will be the CFO and will be responsible for ensuring administrative conformity with the procedures stated herein

1.3. Management is responsible for ensuring compliance with this code. The ORG is a management committee responsible for interpreting and applying the code to operational engagements. The ORG actions in no way relieve the Chairman of the Board, CEO, COO and CFO from their ultimate responsibility for ensuring compliance with this code. .

1.4. When a client engagement triggers an ORG threshold as set forth in Section 1.2.5, the responsible Managing Director will cause the ORG to be immediately notified of the project and related specific situations necessitating the ORG’s involvement.

1.5. The ORG routinely reviews operational plans involving the following:

1.5.1. The use of covers or pretext

1.5.2. Source recruitment and management, and subsequent case reviews and/or reports.

1.5.3. Company employees personally conducting operations in a country other than where he/she is based.

1.5.4. Hostile environments or regions

1.5.5. Any situations involving lawyers or persons facing possible or actual criminal or civil suits

1.5.6. Any situations involving a potential or actual invasion of an individual’s right to privacy or data protection.

1.6. The ORG will not normally be asked to review routine due ARIS or database enquiries, unless exceptional circumstances are involved. For example, if the subject of an enquiry has a particularly high public profile or is known to have reacted adversely to ARIS enquiries being conducted on him or her in the past, it is appropriate to involve the ORG.


1.7. Procedures. When a potential engagement triggers an ORG threshold, under 3.8 the responsible Managing Director will cause the ORG to be immediately notified regarding project that has triggered the ORG notification. The ORG will be provided via oral briefing the following.

1.7.1.1. The name of the project

1.7.1.2. The name of client

1.7.1.3. Location of project

1.7.1.4. ARIS staff who will perform work

1.7.1.5. Concept of operation for the engagement
1.7.1.5.1. Reason that ORG is notified
1.7.1.5.2. Operational steps to be performed in the engagement
1.7.1.5.3. Staff to be involved in the engagement
1.7.1.5.4. Jurisdictions involved in the engagement

1.7.1.6. Cost of the engagement

1.7.1.7. Controls in place to ensure compliance with this agreement

1.8. The ORG will notify the respective Managing Director and CEO of their decision. The ORG may recommend alternative approaches to ensuring compliance with this agreement, declining the engagement, or approving the engagement. Affected Managing Directors may always resubmit their intended concept of operations to the ORG at anytime if they believe that they have made appropriate modifications of the concept of operations in order to comply with this agreement.

1.9. The Secretary to the ORG will note compliance with this requirement of the code and decision of the ORG.