Expert Compliance Policies and Training

Introduction
Clients conduct primary research as an essential part of their due diligence and research processes to enable more informed business and investment decisions. Expert 360 connects Clients with industry practitioners (Experts) to help Clients to: Quickly learn about new industries Research more efficiently Hear multiple viewpoints Work within a compliance framework In seeking consultations with Experts, Clients seek opinions, knowledge and insights on industries and businesses. It is vitally important that Experts, Clients and Expert 360 staff understand and comply with their compliance obligations - breaching these obligations can have significant legal and commercial implications. These policies and training materials set you your compliance obligations. Please also refer to the Terms & Conditions of Expert Membership for additional information. Our clients similarly agree to Terms & Conditions and undergo training to ensure they are aware of their compliance obligations.

3 key legal obligations

There are 3 key legal obligations which you must be aware of and comply with in your interactions with Clients:
1 1.

Confidential Information Experts must not disclose to Clients confidential information of any third party

2. 2

Material, Non-Public Information Experts must not disclose Material, NonPublic Information regarding a public company

3. 3

Conflicts of Interest Experts must not participate in calls in breach of any

contractual, fiduciary or other legal or ethical duty

There has been increased legal scrutiny in recent years in relation to these obligations. As an expert, you have a key role in ensuring these obligations are complied with.

Confidential Information
Experts must never disclose to Clients confidential information of any third party
Expert 360 House Rules Experts may flag to clients and/or Expert 360 which subjects are offlimits either prior or during a call. Clients must not ask experts about information which they know would be confidential. If a client asks a question which would require you to disclose confidential information, Experts should inform clients that they cannot answer their question If the client continues to ask for confidential information, you should end the call. You will be compensated for your time.

What is confidential information?

Trade secrets, or other proprietary information Confidentiality obligations apply regardless of the source of the information e.g. if the expert received the information from friends or colleagues in their industry

Material Non-Public Information

Experts must never disclose Material, Non-Public Information of a public company

What is material information?

Information is considered material if its public disclosure would be reasonably likely to affect:

What is non-public information?

Information is non-public unless it is disclosed in a manner sufficient to insure its availability to the investing public. Public disclosures include: Traditional means: corporate disclosures, press releases, and television programs Newer forms in certain circumstances like blogs, social media platforms and professional networking websites

An investors decision to buy or sell the securities of the company to which the information relates, or
The market price of that companys securities

Examples of Material Non-Public Information

This list is not intended to be exhaustive

Mergers, acquisitions, reorganisations, dispositions of assets, or joint ventures Litigation developments Increases or decreases in the amount of outstanding securities or indebtedness Transactions with directors, officers, or principal security holders The granting of options or payment of other compensation to directors of officer

Significant changes in financial results and/or financial condition and financial projections
Dividends or stock splits News of new contracts or possible loss of business Changes in management or control Earnings estimates and other sensitive financial information

What information is ok to provide - and ok for clients to ask you?

This list is not intended to be exhaustive

Perspectives on general trends in the industry, e.g. consumer preferences, retailer or marketing responses, product, economic factors Perspectives on industry challenges for market leaders vs. new market entrants Perspectives on high-level cost or margin ratios, e.g. good or bad industry standards Perspectives on satisfaction with a certain supplier or other service provider, e.g. pricing, service

What information is NOT ok to provide and NOT ok for clients to ask you?
This list is not intended to be exhaustive

Companys plans, strategies or rationale, for example relating to: Product mix changes Market entry decisions Specifics on companys compensation or organisational structures Specifics on companys financials, e.g. margins

Conflicts of Interest
Experts must not participate in calls in breach of any contractual, fiduciary or other legal or ethical duty
Expert 360 House Rules We maintain a list of companies that do not allow their employees as a general policy to consult. We will block any experts from our Platform working with these companies and will not seek to recruit experts from that company. If you believe a company has a general non-consulting policy, let us know at compliance@expert360.com If in doubt, you reserve the right to request experts to provide approvals in writing from employers

As a condition of membership, Experts warrant they are not prohibited by their current or past employers or other contracts from consulting. This includes obtaining required approvals in

writing.

Summary what to do prior to accepting a consultation

You must ensure you are not restricted from participating by current or previous employers, and continue to check this for new employers.

Existing and past employee agreements

You should review agreements that could restrict your ability to do outside consulting work to ensure you are not in conflict. You should also review your confidentiality obligations. These agreements may include: employment contracts, severance packages, consulting agreements, board positions, clinical trial participation agreements, other contractual agreements.
You must ensure you have obtained any required approvals in writing. Keep us updated with your current employment information and third-party relationships. We will email you quarterly to remind you. Failing to update your profile with your current roles and board positions, in a timely manner, could result in termination of your contract with Expert 360. To do this, simply log into your profile to update, or send us your updates or questions about the relevancy of a position to compliance@expert360.com. At sign-up and every 12 mths, you must review and renew your acceptance of our T&Cs (which include your compliance obligations). We will send you material updates as they occur. Our compliance policies & training materials are available on your expert profile, and you must complete any updates or additional training modules.

Your current information

T&Cs and training

Summary what to do during and after a consultation

Client and consultation confidentiality
Always keep the identity of Expert 360 Clients, the topics of discussion and the reasons for the Clients inquiries confidential.

Non-disclosure of confidential or material nonpublic information

All clients agree to not knowingly ask you to disclose confidential or material, non-public information. At any point during a consultation, you must refrain from discussing a topic that makes you uncomfortable and would violate any confidentiality obligations you may have. If a client persists, we ask that you end the call and immediately notify Expert 360 via compliance@expert360.com. You will be compensated for your time to honour these policies.

Professional advice

You must not give investment advice (such as ratings or securities recommendations) or any professional advice - for example, legal, medical, accounting or financial planning advice.

Putting theory to practice

The following section has a number of scenarios illustrating some of the more difficult situations relating to compliance obligations

How should Experts manage confidential information when engaging Clients?

Susan is a consultant for Fashion Plus. The company has been coordinating resources for the launch of its first flagship store in Malaysia. The plan will be announced after the company obtains approval from the Malaysian Government. Susan has scheduled a consultation with a Client regarding the current state of the fashion industry in the Asia Pacific region. Can Susan tell our Client about Fashion Plus plan?

Yes
This is exactly the kind of information the Client is looking for.

OR

No
This is confidential information.

How should Experts manage confidential information when engaging Clients?

Susan is a consultant for Fashion Plus. The company has been coordinating resources for the launch of its first flagship store in Malaysia. The plan will be announced after the company obtains approval from the Malaysian Government. Susan has scheduled a consultation with a Client regarding the current state of the fashion industry in the Asia Pacific region. Can Susan tell our Client about Fashion Plus plan?
Yes
This is exactly the kind of information the Client is looking for.

No

OR

This is confidential information.

Company plans, whether or not they are intended to be announced, is confidential information.

What is material, non-public information?

Alex met a sales manager from the U.S. based company Electricity & Co. for lunch. The sales manager informed her that the company may announce the purchase of a Hong Kong based competitor. No information to Alexs knowledge has been disclosed by Electronics Company to the public. Can Alex tell our Client about this potential acquisition?

No
This is sensitive information that should not be discussed.

OR

Yes
This information could be very useful.

What is material, non-public information?

Alex met a sales manager from the U.S. based company Electricity & Co. for lunch. The sales manager informed her that the company may announce the purchase of a Hong Kong based competitor. No information to Alexs knowledge has been disclosed by Electronics Company to the public. Can Alex tell our Client about this potential acquisition?

No
This is sensitive information that should not be discussed. Regardless of how the Expert finds the information, and even if it is not confirmed (e.g. a rumour), an Expert should not disclose this material, nonpublic sensitive information.

Yes

OR

This information could be very useful.

What should an Expert do if the Client invites third parties to the call?
Tom, an Independent consultant, accepts a project with Universe Consulting. When he contacts the Client, he learns that there will be others on the call from a client of Universe Consulting. Should Tom

Proceed with the call?

The chances of there being a conflict of interest is pretty low.

End the call?

OR

I can resume the call later when I know there are no confidentiality or conflicts of interest issues.

What should an Expert do if the Client invites third parties to the call?
Tom, an Independent consultant, accepts a project with Universe Consulting. When he contacts the Client, he learns that there will be others on the call from a client of Universe Consulting. Tom should

NOT proceed with the call.

There may be a breach of confidentiality and/or conflict of interest.

End the call immediately.

Inform Expert360 so they can investigate potential conflicts of interest.

How should Experts manage their Expert 360 experience?

Max is an independent consultant who has worked with Clients in relation to the mining industry in Australia. Max is working on updating his profile on a professional networking website. Can Max post the names of Expert 360 Clients he spoke with and/or Projects subjects?

Yes
This is information that can be shared with anyone.

OR

No
This is confidential information.

How should Experts manage their Expert360 experience?

Max is an independent consultant who has worked with Clients in relation to the mining industry in Australia. Max is working on updating his profile on a professional networking website. Can Max post the names of Expert360 Clients he spoke with and/or Projects subjects?
Yes
This is information that can be shared with anyone.
No Clients names and project topics cannot be shared. Under the Terms and Conditions of Expert Membership, Experts agree not to share or use any confidential information he/she may learn through his/her involvement with Expert360. This includes Clients identity and the fact or nature of their inquiries.

OR

Any questions?
Please direct Compliance queries to the Expert 360 compliance team: compliance@expert360.com If any doubt, please seek the advice of legal counsel.