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Code of Conduct

Code of Business Conduct and Ethics

This Code of Business Conduct and Ethics (the "Code") sets forth legal and ethical standards of conduct for governors, officers, agents and employees of National Lacrosse League, Inc. (the "League") and its member clubs. This Code is intended to deter wrongdoing and to promote the conduct of all League business in accordance with high standards of integrity and in compliance with all applicable laws and regulations. This Code applies to the League and all of its subsidiaries and other business entities.

If you have any questions regarding this Code or its application to you in any situation, you should contact the Commissioner or the Chairman of the Board of Governors.


Compliance with Laws, Rules and Regulations

The League requires that all employees, officers, agents and governors comply with all laws, rules and regulations applicable to the League wherever it does business. You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when you are uncertain about them.

If you become aware of the violation of any law, rule or regulation by the League, whether by its officers, agents, employees, governors, or any third party doing business on behalf of the League, it is your responsibility to promptly report the matter to your supervisor, the Commissioner or Chairperson of the Board of Governors. While it is the League's desire to address matters internally, nothing in this Code should discourage you from reporting any illegal activity, including any violation of federal, state or foreign law, rule or regulation, to the appropriate regulatory authority. Employees, officers, agents and governors shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee because he or she reports any such violation, unless it is determined that the report was made with knowledge that it was false. This Code should not be construed to prohibit you from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation.


Conflicts of Interest

Employees, officers, agents and governors must act in the best interests of the League. You must refrain from engaging in any activity or having a personal interest that presents a "conflict of interest." A conflict of interest occurs when your personal interest interferes, or appears to interfere, with the interests of the League. A conflict of interest can arise whenever you, as an officer, agents, governor or employee, take action or have an interest that prevents you from performing your League duties and responsibilities honestly, objectively and effectively.

For example:
No employee, officer, agents or governor shall use his or her position with the League to influence a transaction with a supplier or customer in which such person has any personal interest, other than a financial interest representing less than one percent (1%) of the outstanding shares of a publicly-held company.

It is your responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the Commissioner or Board of Governors (or any committee thereof to which the Board of Governors has delegated responsibility for ensuring compliance with the Code), who shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest.


Confidentiality

Employees, officers, agents and governors must maintain the confidentiality of confidential information entrusted to them by the League or other companies, including our collaborators, partners, advisors, vendors, suppliers and customers, except when disclosure is authorized by a supervisor or legally mandated. Unauthorized disclosure of any confidential information is prohibited. Additionally, Employees, officers, agents and governors should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the League or another company, is not communicated within the League except to Employees, officers, agents and governors who have a need to know such information to perform their responsibilities.


Honest and Ethical Conduct and Fair Dealing

Employees, officers, agents and governors should endeavor to deal honestly, ethically and fairly with the League's suppliers, customers, competitors and employees. Statements regarding the League's products and services must not be untrue, misleading, deceptive or fraudulent. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.


Protection and Proper Use of Corporate Assets

Employees, officers, agents and governors should seek to protect the League's assets. Theft, carelessness and waste have a direct impact on the League's financial performance. Employees, officers and governors must use the League's assets and services solely for legitimate business purposes of the League and not for any personal benefit or the personal benefit of anyone else.

Employees, officers, agents and governors must advance the League's legitimate interests when the opportunity to do so arises. You must not take for yourself personal opportunities that are discovered through your position with the League or the use of property or information of the League.


Gifts and Gratuities

The use of League funds or assets for gifts, gratuities or other favors to employees or government officials is prohibited, except to the extent such gifts are in compliance with applicable law, insignificant in amount and not given in consideration or expectation of any action by the recipient.

Employees, officers, agents and governors must not accept, or permit any member of his or her immediate family to accept, any gifts, gratuities or other favors from any customer, supplier or other person doing or seeking to do business with the League, other than items of insignificant value. Any gifts that are not of insignificant value should be returned immediately and reported to your supervisor. If immediate return is not practical, they should be given to the League for charitable disposition or such other disposition as the League, in its sole discretion, believes appropriate.

Common sense and moderation should prevail in business entertainment engaged in on behalf of the League. Employees, officers, agents and governors should provide, or accept, business entertainment to or from anyone doing business with the League only if the entertainment is infrequent, modest and intended to serve legitimate business goals.

Bribes and kickbacks are criminal acts, strictly prohibited by law.

You must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world.


Accuracy of Books and Records

Employees, officers, agents and governors must honestly and accurately report all business transactions. You are responsible for the accuracy of your records and reports. Accurate information is essential to the League's ability to meet legal and regulatory obligations.

All League books, records and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record.

The financial statements of the League shall conform to generally accepted accounting rules and the League's accounting policies. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the League's books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation.

It is the policy of the League to provide full, fair, accurate, timely and understandable disclosure in reports and documents.


Concerns Regarding Accounting or Auditing Matters

Employees, officers, agents and governors with concerns regarding questionable accounting or auditing matters or complaints regarding accounting, internal accounting controls or auditing matters may confidentially, and anonymously if they wish, submit such concerns or complaints in writing to the League's Chief Financial Officer and the Chairman of the Audit Committee. All such concerns and complaints will be forwarded to the Audit Committee of the Board of Governors, unless they are determined to be without merit by the Finance and Audit Committee. In any event, a record of all complaints and concerns received will be provided to the Finance & Audit Committee each fiscal quarter.

Any such concerns or complaints may also be communicated, confidentially and, if you desire, anonymously, directly to the Chairman of the Audit Committee.

The Audit Committee will evaluate the merits of any concerns or complaints received by it and authorize such follow-up actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint.

The League will not discipline, discriminate against or retaliate against any employee who reports a complaint or concern, unless it is determined that the report was made with knowledge that it was false.


Dealings with Independent Auditors

No employee, officer, agents or governor shall, directly or indirectly, make or cause to be made a materially false or misleading statement to an accountant in connection with (or omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to, an accountant in connection with) any audit, review or examination of the League's financial statements or the preparation or filing of any document or report. No employee, officer or governor shall, directly or indirectly, take any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of the League's financial statements.


Waivers of this Code of Business Conduct and Ethics

While some of the policies contained in this Code must be strictly adhered to and no exceptions can be allowed, in other cases exceptions may be appropriate. Any individual who believes that a waiver of any of these policies is appropriate in his or her case should first contact his or her immediate supervisor. If the supervisor agrees that a waiver is appropriate, the approval of the Governance, Nominating and Compensation Committee must be obtained. The Chief Financial Officer shall be responsible for maintaining a record of all requests by employees, governors or officers for waivers of any of these policies and the disposition of such requests.


Reporting and Compliance Procedures

Every employee, officer, agents and governor has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Code. Any employee, officer, agents or governor who knows or believes that any other employee or representative of the League has engaged or is engaging in

League-related conduct that violates applicable law or this Code should report such information to his or her supervisor, the Commissioner or Chairman of Board of Governors.

You may report such conduct openly or anonymously without fear of retaliation. The League will not discipline, discriminate against or retaliate against any employee who reports such conduct, unless it is determined that the report was made with knowledge that it was false, or who cooperates in any investigation or inquiry regarding such conduct. Any supervisor who receives a report of a violation of this Code must immediately inform the Commissioner or Chairman of the Board of Governors.

You may report violations of this Code, on a confidential or anonymous basis, by contacting the Commissioner or Chairman of the Board of Governors. While we prefer that you identify yourself when reporting violations so that we may follow up with you, as necessary, for additional information, you may leave messages anonymously if you wish.

If the Commissioner or Chairman of the Board receives information regarding an alleged violation of this Code, he or she shall, as appropriate, (a) evaluate such information, (b) if the alleged violation involves an executive officer or a governor, inform the Commissioner and Board of Governors of the alleged violation, (c) determine whether it is necessary to conduct an informal inquiry or a formal investigation and, if so, initiate such inquiry or investigation and (d) report the results of any such inquiry or investigation, together with a recommendation as to disposition of the matter, to the Commissioner for action, or if the alleged violation involves an executive officer or a governor, report the results of any such inquiry or investigation to the Board of Governors (or any committee thereof to which the Board of Governors has delegated responsibility for ensuring compliance with the Code). Employees, officers and governors are expected to cooperate fully with any inquiry or investigation by the League regarding an alleged violation of this Code. Failure to cooperate with any such inquiry or investigation may result in disciplinary action, up to and including discharge.

The League shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employees, agents, governors, officers of league or its member clubs who has violated this Code. In the event that the alleged violation involves an executive officer or a governor, the Commissioner and the Board of Governors (or any committee thereof to which the Board of Governors has delegated responsibility for ensuring compliance with the Code), respectively, shall determine whether a violation of this Code has occurred and, if so, shall determine the disciplinary measures to be taken against such executive officer or Governor.

Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, discharge and restitution, or a finding of detrimental conduct under the Constitution and By-laws of the League. Certain violations of this Code may require the League to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, up to and including discharge.


Dissemination and Amendment

This Code shall be distributed to each new employee, agent officer and Governor of the League and Member Club upon commencement of his or her employment or other relationship with the League and shall also be distributed annually to each employee, officer, agent and governor of the League and Member Club.

The League reserves the right to amend, alter or terminate this Code at any time for any reason.

This document is not an employment contract between the League or its member club and any of its employees, officers, agents or governors.

 

WHISTLEBLOWER POLICY

I. GENERAL

The League's Code of Conduct (the "Code") requires governors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the League, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.

II. REPORTING RESPONSIBILITY

It is the responsibility of all governors, officers and employees to comply with the Code and to report violations or suspected violations in accordance with this Whistleblower Policy.

III. NO RETALIATION

No governor, officer, employee or any person who in good faith reports a violation of the Code shall suffer harassment, retaliation or adverse employment consequence. An employee or officer who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. A governor who retaliates against someone who has reported a violation in good faith is subject to discipline.

This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the League rather than seeking resolution outside the League.

IV. REPORTING VIOLATIONS

The Code addresses the League's open door policy and suggests that employees, officers, governors or any other person share their questions, concerns, suggestions or complaints with someone who can address them properly. In most cases, the Commissioner or the Chairman of the Board of Governors is in the best position to address an area of concern. However, if you are not comfortable speaking with either or you are not satisfied with the response, you are encouraged to address the matter with the Governance, Nominating and Compensation Committee.

V. AWARD

If a fine is levied, the Commissioner or the Board of Governors can approve an award from the monies collected.


(04/10/2009)