Preface
 

Visage consultants provide important services to underpin corporate governance and (operations) risk
management. Our clients include boards of directors, management teams, and the companies they
represent. As an advisor to the board and management, Visage Solutions subscribes to the highest
standards of ethical conduct.
We have incorporated the Model Code of the Association of Management Consulting Firms, into
our Code of Ethics, and have supplemented the AMCF code in the area of Insider Trading and Client
Codes.

Clients

1. We will serve our clients with integrity, competence, and objectivity.
2. We will keep client information and records of client engagements confidential and will
   use proprietary client information only with the client's permission.
3. We will not take advantage of confidential client information for ourselves or our firms.
4. We will not allow conflicts of interest which provide a competitive advantage to one client
   through our use of confidential information from another client who is a direct competitor
   without that competitor's permission.

Engagements

1.  We will accept only engagements for which we are qualified by our experience and
   competence.
2. We will assign staff to client engagements in accord with their experience, knowledge,
   and expertise.
3. We will immediately acknowledge any influences on our objectivity to our clients and will
   offer to withdraw from a consulting engagement when our objectivity or integrity may be
   impaired.

Fees

1. We will agree independently and in advance on the basis for our fees and expenses and
   will charge fees and expenses that reasonable, legitimate, and commensurate with the
   services we deliver and the responsibility we accept.
2. We will disclose to our clients in advance any fees or commissions that we will receive
   for equipment, supplies, or services we recommend to our clients.

Profession

1. We will respect the intellectual property rights of our clients, other consulting firms, and
   sole practitioners and will not use proprietary information or methodologies without
   permission.
2.  We will not advertise our services in a deceptive manner and will not misrepresent the
   consulting profession, consulting firms, or sole practitioners.

Insider Trading

1. We will respect client's requirements for trades in client securities to mitigate potential
   claims of insider trading. This includes trades in prospective "acquisitions" where insider
   knowledge derives from our involvement in M&A activities.
2. We will honor all client blackout and other insider trading limitations concurrent with SEC
   and state laws governing publicly registered securities. We will secure from client a
   calendar indicating date(s) and period(s) within which securities trades may be
   conducted.

Client Code

1. We will honor the provisions of client's internal Code of Ethics if furnished with a copy of
   the Code, and subject to reasonable reconciliation with this Code in event of differences.
   We will abide the higher of the two standards in any case.
2.  We will report violations of this Code of Ethics.