Code of Business Conduct & Ethics Version 1.0.0.EN – 01-Jul-2015

Introduction. This Code of Business Conduct & Ethics (“CODE”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees, officers, directors and board members of the World Travel & Tourism Operators Corporation (“WTO”) and all its subsidiaries and/or brands. All our employees, officers, directors and board members must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The CODE should also be provided to and followed by the WTO agents and representatives. In addition, WTO policies apply to various WTO operations and employees, officers, directors, board members, agents and representatives (“PERSONNEL”) need to know and follow those policies that apply to their WTO work.

If a law conflicts with a policy in this CODE, WTO PERSONNEL must comply with the law. Also, if a local custom or policy conflicts with this CODE, they must comply with the CODE. If any questions arrive about these conflicts, they should ask their supervisor how to handle the situation. WTO PERSONNEL are responsible for understanding the legal and policy requirements that apply to their jobs and reporting any suspected violations of law, this CODE or WTO policy.

Those who violate the standards in this CODE will be subject to disciplinary action, including possible dismissal. Furthermore, violations of this CODE may also be violations of the law and may result in civil or criminal penalties for PERSONNEL and/or WTO itself. If PERSONNEL are in a situation which believe may violate or lead to a violation of this CODE, they should follow the procedures set out in Section Compliance Procedures of this CODE.

The basic principles discussed in this CODE are subject to any WTO policies covering the same issues.

Compliance with Laws, Rules and Regulations. Obeying the law, both in letter and in spirit, is the foundation on which WTO’s ethical standards are built. All PERSONNEL must respect and obey the laws, rules and regulations of the cities, states and countries in which we operate. Although PERSONNEL are not expected to know the details of each of these laws, rules and regulations, it is important to know enough to determine when to seek advice from supervisors, managers, directors or other appropriate personnel.

Conflicts of Interest. A “conflict of interest” exists when a person’s private interest interferes in any way - or even appears to interfere - with the interests of WTO. A conflict situation can arise when PERSONNEL takes actions or has interests that may make it difficult to perform his or her work objectively and effectively at WTO. Conflicts of interest may also arise when PERSONNEL, or a member of his or her family, receives improper personal benefits as a result of his or her position in the WTO. Loans to, or guarantees of obligations of, PERSONNEL and their family members by WTO may create conflicts of interest and in certain instances are prohibited by law.

It is a conflict of interest for WTO PERSONNEL to work for a competitor, customer or supplier. WTO PERSONNEL should avoid any direct or indirect business connection with our customers, suppliers or competitors, except as required on our behalf.

Conflicts of interest are prohibited as a matter of WTO policy, except as approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if there is a question, WTO PERSONNEL should consult with their supervisor or follow the procedures set out in Section 19. Any PERSONNEL who becomes aware of a conflict or potential conflict should bring it to the attention of some supervisor, manager, director or other appropriate personnel or consult the procedures provided in Section Compliance Procedures of this CODE.

Insider Trading. All non-public information about WTO should be considered confidential information. WTO PERSONNEL who have access to confidential information about WTO or any other entity are not permitted to use or share that information for trading purposes in WTO or the other entity’s securities or for any other purpose except the conduct of the WTO’s business. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision based on this information is not only unethical but also illegal.

Corporate Opportunities. WTO PERSONNEL are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No WTO PERSONNEL may use corporate property, information, or position for personal gain, and no WTO PERSONNEL may compete with WTO directly or indirectly. PERSONNEL owe a duty to WTO to advance the WTO’s interests when the opportunity to do so arises.

Competition and Fair Dealing. We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each WTO PERSONNEL should endeavor to respect the rights of and deal fairly with WTO’s customers, suppliers, competitors and other PERSONNEL. No WTO PERSONNEL should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other illegal trade practice.

No WTO PERSONNEL is permitted to engage in price fixing, bid rigging, allocation of markets or customers, or similar illegal anti-competitive activities.

To maintain WTO’s valuable reputation, compliance with our quality processes and safety requirements is essential. All inspection and testing documents must be handled in accordance with all applicable specifications and requirements.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any WTO PERSONNEL, and their family members unless it: 1. Is not a cash gift; 2. Is consistent with customary business practices; 3. Is reasonable in value; 4. Cannot be construed as a bribe or payoff, and 5. Does not violate any laws, regulations or applicable policies of the other party’s organization. PERSONNEL should discuss with their supervisor any gifts or proposed gifts which they are not certain are appropriate.

Political Contributions. Except as approved in advance by the Board of Directors, WTO prohibits political contributions (directly or through trade associations) by WTO or its business units. This includes: 1. Any contributions of WTO funds or other assets for political purposes; 2. Encouraging individual employees to make any such contribution; or 3. Reimbursing an WTO PERSONNEL for any contribution. Individual employees are free to make personal political contributions as they see fit.

Discrimination and Harassment. The diversity of WTO’s PERSONNEL is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, color, religion, sex, nationality, origin or any other protected class.

Health and Safety. WTO strives to provide each PERSONNEL with a safe and healthy work environment. Each WTO PERSONNEL has responsibility for maintaining a safe and healthy workplace for all by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted.

WTO PERSONNEL are expected to perform their related work in a safe manner, free of the influences of alcohol, illegal drugs or controlled substances. The use of illegal drugs in the workplace will not be tolerated.

Environmental. WTO expects its PERSONNEL to follow all applicable environmental laws and regulations. If you are uncertain about your responsibility or obligation you should check with your supervisor, unit manager or officer for guidance.

Record-Keeping, Financial Controls and Disclosures. WTO requires honest, accurate and timely recording and reporting of information to make responsible business decisions.

All business expense accounts must be documented and recorded accurately in a timely manner. If PERSONNEL are not sure whether a certain expense is legitimate, ask your controller. Policies Guidelines are available from your controller.

All WTO’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the WTO’s transactions, must be promptly disclosed in accordance with any applicable laws or regulations and must conform both to applicable legal requirements and to the WTO’s system of internal controls.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that may be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed per WTO’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, PERSONNEL should consult the Board of Directors.

Confidentiality. WTO PERSONNEL must maintain the confidentiality of proprietary information entrusted to them by the WTO or its customers or suppliers, except when disclosure is authorized in writing by the Board of Directors or required by laws or regulations. Proprietary information includes all non-public information that might be of use to competitors or harmful to WTO or its customers or suppliers if disclosed. It includes information that suppliers and customers have entrusted to us. The obligation to preserve proprietary information continues even after WTO and their PERSONAL relation ends.

Protection and Proper Use of WTO Assets. All WTO PERSONNEL should protect WTO's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the WTO's profitability. All WTO assets are to be used for legitimate WTO purposes. Any suspected incident of fraud or theft should be immediately reported for investigation. WTO assets should not be used for non-WTO business.

The obligation of PERSONNEL to protect the WTO’s assets includes the WTO’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of WTO policy. It could also be illegal and result in civil or criminal penalties.

Payments to Government Personnel. WTO prohibits giving or authorize directly or indirectly any illegal payments, anything of value, to officials of governments or political candidates to obtain or retain business. While in certain limited circumstances, WTO allow nominal “facilitating payments” to be made, any such payment must be discussed with the Board of Directors before any such payment can be made.

In addition, country, states, regionals and local governments may have several laws and regulations regarding business gratuities, which may be accepted by government personnel. The promise, offer or delivery to an official or employee government of a gift, favor or other gratuity in violation of these rules would not only violate WTO policy but is also a civil or criminal offense.

Trade Issues. From time to time, countries where WTO is located and/or operates, foreign governments and the United Nations have imposed boycotts and trading sanctions against various governments and regions, which must be obeyed. Advice regarding the current status of these matters must be obtained from the Board of Directors.

Waivers of the Code of Business Conduct and Ethics. Any waiver of this CODE for WTO PERSONNEL may be made only by the Board of Directors and will be promptly disclosed as required by law or regulation.

Reporting any Illegal or Unethical Behavior. WTO PERSONNEL are encouraged to talk to supervisors, managers or other appropriate PERSONNEL about observed behavior, which they believe may be illegal or a violation of this CODE of Conduct or WTO policy or when in doubt about the best course of action in a particular situation. It is the policy of WTO not to allow retaliation for reports made in good faith by PERSONNEL of misconduct by others. WTO PERSONNEL are expected to cooperate in internal investigations of misconduct.

Improper Influence on Conduct of Auditors. WTO PERSONNEL are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the WTO’s independent auditors for rendering the financial statements of the WTO materially misleading. Prohibited actions include but are not limited to those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor: 1. To issue or reissue a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of generally accepted accounting principles, generally accepted auditing standards or other professional or regulatory standards); 2. Not to perform audit, review or other procedures required by generally accepted auditing standards or other professional standards; 3. Not to withdraw an issued report; or 4. Not to communicate matters to the WTO’s Audit Committee.

Financial Reporting. It is necessary that the WTO’s filings with the authorities be accurate and timely. WTO expects PERSONNEL to take this responsibility very seriously and provide prompt and accurate answers to inquiries related to the WTO’s public disclosure requirements.

The WTO’s policy is to comply with all financial reporting and accounting regulations applicable to WTO. If any PERSONNEL has concerns or complaints regarding accounting or auditing matters of WTO, then we encouraged to submit those concerns by one of the methods described in Section Compliance Procedures.

Compliance Procedures. We at WTO must all work to ensure prompt and consistent action against violations of this CODE. However, in some situations it is difficult to know right from wrong. 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 to keep in mind:

  1. PERSONNEL must make sure to have all the facts. To reach the right solutions, we must be as fully informed as possible.
  2. PERSONNEL must ask itself: 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.
  3. PERSONNEL must discuss the problem with their supervisor. This is the basic guidance for all situations. In many cases, supervisors, managers, directors or other appropriate PERSONNEL will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is supervisor’s, manager’s, director’s or other appropriate PERSONNEL responsibility to help solve problems. If you are uncomfortable discussing the problem with your supervisors, managers, directors or other appropriate PERSONNEL, you can talk to your officer or human resources department.
  4. PERSONNEL must seek help from WTO resources. In a case where it may not be appropriate to discuss an issue with supervisors, managers, directors or other appropriate personnel or local management, contact the Board of Directors. If preferred PERSONNEL may write, address your concerns to the Audit Committee of the Board of Directors.
  5. PERSONNEL may report violations in confidence and without fear of retaliation. If PERSONNEL situation requires that identity be kept secret, PERSONNEL anonymity will be protected. WTO does not permit retaliation of any kind against PERSONNEL for good faith reports of suspected violations.
  6. PERSONNEL MUST always ask first, act later: If PERSONNEL are unsure of what to do in any situation, seek of guidance before act must be done.
  7. All WTO PERSONNEL are subject to WTO’s CODE, which describes procedures for the internal reporting of violations of the CODE. All WTO PERSONNEL must comply with those reporting requirements and promote compliance with them by others. Failure to adhere to this CODE by any WTO PERSONNEL will result in disciplinary action, up to and including termination.

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