Code of Conduct - Virgin Hotel San Francisco

INTRODUCTION and those principles which underlie BOOK OF LOVE: CODE OF CONDUCT Virgin Hotels and its affiliates the creation and maintenance of a (collectively, the “Company”) believes positive, ethical work environment. in the importance of establishing and maintaining an excellent reputation This Code of Business Conduct and within the hotel industry, as well as an Ethics (the “Code”) covers a wide range excellent employee relations climate. of business practices and procedures. The Company is purpose driven, The Code does not cover every issue seeking to ensure that “Everyone that may arise, but sets out basic Leaves Feeling Better”. To succeed principles to guide all employees of as a purpose driven company and the Company. maintain an excellent reputation, the Company must be carefully cultivated Employees are encouraged to treat by ensuring a clear understanding and all fellow employees with respect, acceptance of personal responsibility dignity and fairness. Employees for the key principles and behaviors on are also encouraged to conduct which it is based. themselves in a manner which reflects favorably upon the Company. The The effectiveness of the Company Company recognizes that Employees depends on our recruiting, training may have concerns about their and developing of committed, skilled working environment and their fellow and knowledgeable people for every employees that they have a right to position; people who earn the trust express. Employees are encouraged, and respect of their co-workers and but not required, to use the open door their managers by demonstrating the policy in Human Resources to address highest standards of integrity and those concerns. professionalism. Employees will not bind the Company The Company has defined certain key to take specific action or to refrain from concepts and approaches to ensure a action in areas and matters outside the consistent understanding among its scope of their responsibility. employees of the Company’s purpose 1

BOOK OF LOVE: CODE OF CONDUCT Employees will not order or request may violate or lead to a violation their fellow employees to act in a of the Code, you should follow the manner inconsistent with the rules of process and guidelines described conduct for employees established below under “Reporting Any Illegal or by the Company, or in an unlawful Unethical Behavior” and “Compliance or otherwise improper manner. Procedures.” Employees will also not order, instruct, request or otherwise create the COMPLIANCE WITH LAWS, impression that fellow employees are RULES, AND REGULATIONS required to perform personal errands Obeying the law, both in letter and in or services for them. spirit, is the foundation on which the Company’s ethical standards are built Employees should conduct themselves and is critical to our reputation and in accordance with this Code and continued success. All employees should seek to avoid even the must respect and obey the laws of appearance of improper behavior. the various jurisdictions in which the Company operates. Although not all If a law conflicts with this Code, employees are expected to know the employees must comply with the law. details of these laws, it is important If a local custom or policy conflicts to know enough to determine when with this Code, employees should to seek advice from supervisors, comply with this Code. If you have any managers or other appropriate questions about these conflicts, you personnel. Members of the Legal should ask the General Manager or VP, department are always available to People on how to handle the situation. assist employees in determining applicable legal requirements. Employees who violate the Code may be subject to disciplinary action, which ANTI-BRIBERY / ANTI- could include the termination of their CORRUPTION LAWS employment. They may also be subject Employees are prohibited from to prosecution under applicable law. If participating in acts that could be you are in a situation that you believe considered “bribery” and/or improper 2

payments. “Bribery” refers to directly subject to serious consequences, BOOK OF LOVE: CODE OF CONDUCT or indirectly offering, promising or including imprisonment. Anti- giving any financial or other advantage Corruption Laws tend to be stricter or anything of value to any person in as regards includes officials of order to influence them to behave government personnel. “Government improperly, or reward them for personnel” is to be interpreted broadly behaving improperly, in connection and includes officials of government with business or employment activities. entities, anyone exercising a public function for or on behalf of a country, for Employees must comply with all a public enterprise, officials or agents applicable laws (“Anti-Corruption of public international organizations, Laws”) prohibiting “bribery” and elected politicians and candidates for improper payments, including the public office, and persons holding a Foreign Corrupt Practices Act (US) legislative, administrative or judicial and the Bribery Act (UK), and any law position of any kind of a country, with similar effect which is applicable. territory or subdivision of a country or territory. Employees may not authorize or directly or indirectly request, agree As a result, if you have any questions to receive or accept a financial or about the application of the Code or other advantage in return for the Anti-Corruption Laws to a particular improper performance of business situation, you should ask the General or employment -related activities. It Manager, or a member of the Legal is important that employees avoid department. engaging i n activities that might be, or might be perceived to be, either Examples of activities that may offering or receiving an incentive raise ethical questions and may be or reward for improper behavior, in problematic under Anti-Corruption connection with the Company’s or the Laws include, but are not limited to: hotel’s business. A breach may occur regardless of where in the world it (i) Facilitation Payments occurs and may be a criminal offense, Certain laws prohibit payments to 3

BOOK OF LOVE: CODE OF CONDUCT government personnel to facilitate (ii) Gifts or accelerate the performance of a Business gifts are customary routine action, such as receiving a courtesies designed to build goodwill building permit, but which are not and constructive relationships among legitimate payments as part of a formal, business partners and may include transparent process to expedite such things as tickets to sporting or governmental actions. This prohibition cultural events and other merchandise does not apply to payments that are or services. In some cultures, they specifically permitted by applicable play an important role in business written law. relationships. However, gifts may form the basis of an offense under certain If such a payment is made in Anti -Corruption Laws when these circumstances where an employee courtesies: reasonably considers that their personal safety or liberty may be at 1. compromise, or appear risk if such a payment is not made it to compromise, the will not be a breach of this Code. recipient’s ability to make fair and objective business In such circumstances where a decisions; payment of this kind is made, the employee who made or authorized 2. are intended, or appear the payment must report the incident to be intended, to be an to the Legal Department as soon inducement or reward as practical. Reporting instances of for improper behavior, to facilitation payments will enable the gain an unfair advantage Legal Department to assess the risk or to unfairly influence a levels and to advise on steps that business relationship; or might be taken in order to avoid future instances of facilitation payments, or 3. are known or suspected demands for facilitation payments. to be in breach of the gifts and hospitality policy 4

applicable to the recipient. meals, beverages, services, and BOOK OF LOVE: CODE OF CONDUCT corporate entertainment at which the 4. Offering or receiving host is present) and the receipt of any such gift should be hospitality, can raise similar issues as avoided at all times, even business gifts. As a result, hospitality during traditional gift and entertainment are subject to the -giving season same parameters as business gifts, as described above in “(ii) Gifts”. . As a result, gifts may only be (iv) Political and Charitable offered where they are reasonable, Contributions proportionate and given in good Political and charitable contributions faith, and where the purpose of the must not be used as a means to make gift is to improve the image of the payments that otherwise would be Company and/or hotel , to promote prohibited under Anti -Corruption the Company’s and/or hotel’s products Laws and must not be made: or services in an ethical manner, or to enhance relations with the recipient ♥♥ at the request or with the assent in the normal course of business. No of government personnel where gift should ever be offered, given, the intention is to influence authorized or accepted by any government personnel and to employee or their family members obtain or retain business or unless (i) it is a non-cash gift, (ii) is a business advantage for the consistent with customary business Company; or practices, (iii) is not excessive in value, (iv) cannot be construed as a bribe or ♥♥ where the intention is to induce pay off, and (v) and does not violate or reward improper performance any laws. of any person’s functions or activities. (iii) Hospitality and Entertainment The provision of, and the provision of Political donations must always be discounts on, hospitality (including made in compliance with applicable such things as accommodation, laws on political donations. It should be 5

BOOK OF LOVE: CODE OF CONDUCT noted that restrictions on contributions If you have any questions or require are not limited to monetary donations addition al guidance, contact the but may also apply to the provision General Manager or the VP, People. of corporate facilities, sponsorship of political dinners, provision of corporate (vi) Receipt of Loans, Benefits or services at a discounted rate, and to Advantages contributions to organizations other Employees who are responsible for than political parties which have purchasing goods or services on political purposes. behalf of the Company or hotel must take particular care to avoid requesting Nothing in this Code should be or accepting any advantage from interpreted as restricting the freedom a supplier or other third party in of employees from making either circumstances where this might political or charitable contributions on influence, or appear to influence, a a purely personal basis. decision relating to the procurement. There are also risks in the context of If you have any questions or require loans, payments for services or other additional guidance, contact the forms of financial compensation General Manager or the VP, People. or assistance; these should not be accepted by any employees or by (v) Government Personnel their family members from a party Employees must exercise particular with whom the Company or hotel has cautionwhenofferingorgivinganything a business relationship unless that of value to any government personnel. party is a financial or similar institution This includes business gifts, hospitality, in the business of providing such donations or contributions of any kind, loans or other financial assistance on as well as payments for official services. substantially similar terms. Particular consideration should be given concerning the proximity of (vii) Agents and Intermediaries the gift or hospitality to th e award of Persons engaged as agents and a government authorization or other intermediaries of the Company or permit. the hotel should be made aware 6

of this Code and the restrictions the Company’s or hotel’s business, BOOK OF LOVE: CODE OF CONDUCT that it contemplates. Agents and through the procedure described intermediaries should never be used below under “Reporting Any Illegal or in order to make payments or give Unethical Behavior” and “Compliance advantages on behalf of the Company Procedures”. or hotel that would be prohibited under Anti -Corruption Laws, or by this Code. CONFLICTS OF INTEREST Depending on the circumstances— A “conflict of interest” exists when an and particularly in situations where an employee’s private interests interfere agent or intermediary is being engaged in any way with the interests of the to “win” business for the Company or Company or the hotel. A conflict hotel or obtain a business advantage— of interest is generally defined as it may be appropriate to take steps a business activity or relationship such as those set forth on Schedule “A” with another company or individual attached hereto. that, in the Company’s or hotel’s judgment, may result in questionable Anti-bribery measures taken in relation business ethics or a compromise in an to agents and intermediaries should employee’s loyalty to the Company or be documented, or the reasons why hotel. A conflict of interest can arise anti-bribery measures were not taken when an employee takes actions or has and such records kept at least for interests that may make it difficult for the length of the contract. Such anti- an employee to perform his/her work bribery measures should be updated for the Company or hotel objectively and refreshed as appropriate. and effectively. Conflicts of interest also may arise when an employee or Employees should report any members of their family have a material knowledge, or good faith suspicions interest in a transaction or receive they may have that a person improper personal benefits as a result performing services for the Company of the employee’s position within the or hotel has paid, or is paying, bribes or Company or hotel. It is almost always a otherwise breaching applicable Anti- conflict of interest for an employee to Corruption Laws in connection with work at the same time for a competitor 7

BOOK OF LOVE: CODE OF CONDUCT or a person with whom the Company approval before becoming involved in or hotel has a business relationship. a situation which may be a conflict of Subject to any restrictions set forth in interest. Any employee who becomes an employee’s employment agreement aware of a conflict or potential conflict (if applicable), employees are not should bring it to the attention of a allowed to work for a competitor as a supervisor or department head and consultant or board member and shall consult the procedures described not have any beneficial interest in any below under “Reporting Any Illegal or hotel, restaurant, or other lodging, food Unethical Behavior” and “Compliance and/or beverage business, whether Procedures.”Ifanemployeeparticipates competitive or not, with the Company’s in an activity which is found to be in or the hotel’s facilities, unless approved violation of the policy, the employee in writing by the General Manager or may choose to discontinue the outside VP, People. Employees may not directly activity or resign from the Company’s or indirectly maintain outside business or the hotel’s employ. and/or financial interest or engage in any other outside business or financial CONFIDENTIALITY activity that conflicts with the interests Employees must maintain the of the Company or hotel. Employees confidentiality of confidential must disclose to their supervisor any information entrusted to them by the employment offer accepted by them Company and/or hotel and persons from a party with whom the Company or with whom the Company and/or hotel hotel has or is currently contemplating does business, except when disclosure a business relationship. is authorized by the hotel General Manager, VP, People, or the Legal Conflicts of interest are prohibited as a department; or required by laws or matter of Company policy, except under regulations. Confidential information written guidelines approved by the includes all non -public information Company (if any). Conflicts of interest that might be of use to competitors may not always be clear-cut. Employees of or harmful to the Company and/or should check with their supervisor or hotel or the person to whom it relates department head for clarification or if disclosed. Confidential information 8

does not include information to PROTECTION AND PROPER BOOK OF LOVE: CODE OF CONDUCT which Employees may have lawful USE OF COMPANY ASSETS access for purposes of discussing Employees should protect the their compensation and working Company’s and the hotel’s assets conditions, or otherwise engaging and ensure their efficient use. Theft, in protected concerted activity. carelessness, and waste have a direct The Company’s and hotel’s private impact on the Company’s and the information, whether technical, hotel’s profitability. Any suspected business, financial, or otherwise, and incident of fraud or theft should whether or not specifically identified be reported promptly through the as such, will not be divulged except procedure described below under in strict accordance with established “Reporting Any Illegal or Unethical Company confidentiality policies and Behavior.” Company and hotel practices. equipment should not be used for non-Company business, other than If an employee has access to incidental personal use. The obligation confidential information he/she is of employees to protect the Company’s not permitted to use or share that and the hotel’s assets includes the information for any purpose except Company’s and the hotel’s proprietary the conduct of the hotel’s business. information. Proprietary information Employees will not use private Company includes any confidential information, information or any private information as well as intellectual property. of or regarding guests, residents or Examples of proprietary information fellow employees obtained by virtue include intellectual property (such of their employment with the hotel for as trade secrets, patents, trademarks personal gain. Employees should read (such as logos), copyrights and and abide by the Company’s internal exclusive photo images), training policies concerning confidentiality. programs and materials, business, The obligation to preserve confidential marketing and service plans, policies information continues even after an and procedures manuals, designs, employee ceases to have a relationship databases, salary information and with the hotel or the Company. any unpublished financial data 9

BOOK OF LOVE: CODE OF CONDUCT and reports. Unauthorized use or competitors and persons with whom distribution of this information would the Company and/or hotel has a violate Company policy and could be business relationship. No employee illegal and result in civil or criminal should take unfair advantage of anyone penalties. The obligation to preserve through illegal conduct, manipulation, the confidentiality of proprietary concealment, abuse of proprietary information continues even after information, misrepresentation of employees cease to have a relationship material facts, or any other intentional with the hotel or the Company. unfair-dealing practice. Nor should any employee act in a manner that may be Company and hotel assets (such anti- competitive under anti -trust laws. as funds, products or proprietary Members of the Legal Department are information) may be used only always available to assist employees in for legitimate business purposes. determining the application of those Company and hotel assets may never laws. be used for illegal purposes. DISCRIMINATION AND COMPETITION AND FAIR DEALING HARASSMENT The Company seeks to excel and to outperform any competitors fairly and The diversity of individuals is a honestly through superior performance tremendous asset to the Company. and not through unethical or illegal The Company is firmly committed business practices. to providing equal opportunity in all aspects of employment and will not Taking proprietary information without tolerate any illegal discrimination or the information owner’s consent, harassment of any kind. Examples inducing disclosure of that information include derogatory comments based by past or present employees of other on religious, racial, sexual orientation or persons or using that information ethnic characteristics and unwelcome is prohibited. Employees should sexual advances. Employees are respect the rights of, and deal fairly encouraged to speak with the hotel with, the Company’s and the hotel’s General Manager or VP, People, when a co-worker’s conduct makes 10

them uncomfortable and to report ACCURACY OF COMPANY BOOK OF LOVE: CODE OF CONDUCT harassment through the procedure RECORDS AND REPORTING described below under “Reporting The Company requires honest and Any Illegal or Unethical Behavior” and accurate recording and reporting “Compliance Procedures.” of information to make responsible business decisions. The Company’s HEALTH AND SAFETY and hotel’s accounting records are The Company strives to provide all relied upon to produce reports for our employees with a safe and healthy management, directors, shareholders, work environment. Employees have governmental agencies and persons responsibility for maintaining a safe and with whom the Company does healthy workplace by following safety business. All of the Company’s financial and health rules and practices and statements and the books, records and reporting accidents, injuries and unsafe accounts on which they are based must equipment, practices or conditions appropriately reflect the Company’s to the hotel General Manager or VP, activities and conform to applicable People. Violence and threatening legal and accounting requirements behavior are not permitted. The use of and to the Company’s system of illegal drugs in the workplace will not internal controls. Unrecorded or “off be tolerated. Employees should report the books” funds or assets should to work in condition to perform their not be maintained unless required by duties, free from the influence of illegal applicable law or regulation. drugs or alcohol. All employees have a responsibility, EXECUTION OF AGREEMENTS within the scope of their positions, to All agreements entered into by ensure that the Company’s and hotel’s the Company or the hotel must be accounting records do not contain reviewed and approved by the Legal any false or intentionally misleading Department and then be executed by entries. The Company does not the appropriate authorized signing permit intentional misclassification officers. of transactions as to accounts, departments or accounting records. 11

BOOK OF LOVE: CODE OF CONDUCT All transactions must be supported by control or auditing matter, including: accurate documentation in reasonable detail and recorded in the proper ♥♥ fraud or deliberate error in accounts and in the proper accounting the preparation, evaluation, period. review or audit of any financial statements of the hotel, Many employees use business expense accounts, which must be documented ♥♥ fraud or deliberate error in the and recorded accurately. If employees recording or maintaining of are not sure whether a certain expense financial records of the hotel, is legitimate, the hotel General Manager or VP, People can provide advice. ♥♥ deficiencies in, or non- compliance with, the Company’s Business records and communications system of internal accounting often become public through legal or controls, regulatory proceedings or the media. Employees should avoid exaggeration, ♥♥ misrepresentations or false derogatory remarks or inappropriate statements to or by a senior characterizations that can be officer or accountant regarding a misunderstood. This requirement matter contained in the financial applies equally to communications records, financial reports or audit of all kinds, including internal and reports of the hotel, or external e mail, informal notes, internal memos, and formal reports. ♥♥ deviations from full and fair reporting of the Company’s or The Company has established the hotel’s financial condition. procedures to permit employees to submit, on a confidential basis (to the Procedures for submitting such fullest extent possible consistent with complaints are described below applicable law), good faith complaints under “Reporting Any Illegal or relating to any questionable Unethical Behavior” and “Compliance accounting, internal accounting Procedures.” USE OF ELECTRONIC SYSTEMS 12

Access and use of computer hardware (including voicemail, email and SMS) BOOK OF LOVE: CODE OF CONDUCT devices, software, applications, sent, received, created or modified databases, networks, email, internet by employees on Company Electronic resources and underlying similar Systems are considered Company technology (“Electronic Systems”) is property and employees should provided by the Company to assist recognize that they are not “personal” employees in carrying out their or “private.” Unless prohibited by law, work. Employees may only access the Company reserves the right to the Electronic Systems, documents access and disclose (both internally or messages using their assigned and externally) electronic documents username and password. Incidental and messages, as well as, to specify, and occasional personal use, as configure and restrict its Electronic well as lawful concerted use, is Systems as necessary for its business permitted, but never for personal gain purposes. Employees should use or any impro per purpose, including good judgment and not access, send accessing, downloading, storing or messages or store any information sending any information that could that they would not want to be seen or reasonably be insulting or offensive heard by others. to another person, such as sexually explicit messages, cartoons, jokes, COMPLIANCE WITH UNITED unwelcome propositions, derogatory NATIONS CONVENTIONS comments based on gender, religious, sexual orientation, racial or ethnic From time to time, the Company characteristics, or any other message may support certain principles and that could reasonably be viewed as values derived from United Nations harassment. Flooding the Company’s Conventions and Declarations through system with spam, junk or trivia email its relationships with and participation hampers the ability of the Company’s in industry groups, consistent with the system to handle legitimate Company Company’s values and commitment business and is prohibited. to the highest ethical standards. All employees must respect and obey the Electronic documents and messages standards and obligations set forth in such Conventions and Declarations. 13

BOOK OF LOVE: CODE OF CONDUCT Although not all employees are are expected to cooperate in internal expected to know the details of such investigations of misconduct. Conventions and Declarations, it is important to know enough to determine The Company has established when to seek advice from supervisors, procedures to permit employees managers or other appropriate to submit, on a confidential and personnel. A list of the Conventions anonymous basis (to the fullest extent and Declarations whose principles and possible consistent with applicable values the Company supports may be law), good faith complaints relating to obtained from VP, People or from the violations of the Code. Legal department. Employees with a good faith concern Members of the Legal Department are about illegal or unethical behavior always available to assist individuals can report the concern to VP, People. subject to the Code in determining Prompt and appropriate corrective applicable legal requirements. action will be taken when and as warranted in the judgment of the REPORTING ANY ILLEGAL OR members of VP, People. UNETHICAL BEHAVIOR Confidentiality of complaints received The Company has a strong commitment will be maintained to the fullest extent to the conduct of its business in a lawful possible, consistent with applicable and ethical manner. Employees are law and the need to conduct an encouraged to talk to the hotel General appropriate review. Manager or VP, People, about observed illegal or unethical behavior and when It is not the intention to communicate in doubt about the best course of action to the person making the complaint in a particular situation. It is the policy the status of its review or resolution. of the Company not to allow retaliation for reports of misconduct by others It is the intention of the Company that made in good faith. It is, at the same any complaints be addressed through time, unacceptable to file a report a process that is fair, having regard knowing that it is false. All employees 14

to the interests of the Company, the it is important that the Company have BOOK OF LOVE: CODE OF CONDUCT person making a complaint and the a way to approach a new question or person or persons in respect of whom a problem. These are the steps to keep complaint is made. Provided that doing in mind: so will not conflict with applicable law, compromise the investigation ♥♥ Make sure you have all the or proper disposition of a complaint, facts. In order to reach the right generally persons identified in a solutions, we must be as fully complaint will be: informed as possible. ♥♥ advised of the complaint (but will ♥♥ Ask yourself: What specifically not be provided information that am I being asked to do? Does might identify the person making it seem unethical or improper? the complaint) on a timely basis This will help you to focus on (having regard to, among other the specific question you are things, the need to ensure that the faced with and the alternatives investigation of the complaint is you have. Use your judgment not compromised as a result of, and common sense if something among other things, destruction seems unethical or improper, it of relevant information), and probably is. ♥♥ afforded the opportunity to ♥♥ Discuss the problem with the respond to and/or correct hotel General Manager or with information in a complaint if it is VP, People. This is the basic inaccurate. guidance for all situations. In many cases, these persons will COMPLIANCE PROCEDURES be more knowledgeable about All employees must work to ensure the question, and will appreciate prompt and consistent action against being brought into the decision violations of this Code. However, in -making process. some situations it is difficult to know right from wrong. Since we cannot ♥♥ Report violations of the Code to anticipate every situation that will arise, VP, People. 15

BOOK OF LOVE: CODE OF CONDUCT ♥♥ You may report ethical violations required to comply with certain laws without fear of retaliation. If and/or regulations as a condition to your situation requires that your such business dealings. To the extent, identity be kept secret, your required and applicable, this Code may anonymity will be protected to be supplemented and/or amended to the extent permitted by law. ensure required compliance. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations. ♥♥ Always ask first, act later. If you are unsure of what to do in any situation, seek appropriate guidance before you act. APPLICABLE LAW AND CODE MODIFICATION The provisions of this Code will be modified periodically, as and to the extent necessary, to comply with applicable laws, regulations or policies. The fact that the Code may not have been modified to reflect currently applicable laws, regulations or policies is not a basis for non -compliance with those laws, regulations or policies by an employee. Specifically, in the course of any business dealings with a government or quasi- government entity (e.g., local, state, or federal), the Company may be 16

SCHEDULE “A”: AGENTS AND INTERMEDIARIES BOOK OF LOVE: CODE OF CONDUCT ♥♥ Get comfortable that the agent/intermediary does not have a known reputation for involvement in matters or situations that have involved, or been perceived to involve, conduct that is unethical or inconsistent with Anti -Corruption Laws. ♥♥ Make a copy of the Code or other statement of the Company’s anti-bribery commitment available (which may be done via web posting) to the agent/ intermediary that may be engaged in activities that could reasonably be expected to be subject to Anti -Corruption Laws. ♥♥ Only engage the agent/intermediary to provide legitimate services to the Company and compensate them on a bona fide market basis. ♥♥ Enquire of the policies and procedures that the agent/intermediary has in place to ensure compliance with Anti -Corruption Laws. ♥♥ Include in any written contract with the agent/intermediary appropriate anti- bribery representations and warranties (the form of which can be provided by a member of the Legal Department). 17