• Overview
  • Governance Guidelines
  • Business Conduct
  • Boards of Directors
  • SEC Filings
  • Bylaws
OVERVIEW
Dalrada is a global organization specializing in the development and management of products and services in engineering, manufacturing, and healthcare. With a strong operational infrastructure, the company delivers next-generation products and services that propel growth and accelerate go-to market capabilities.
Incorporated in 1982 and with its first public offering in 1984, the company’s principal executive office is located in San Diego, California.

By partnering with the best minds in science and engineering as well as business and economy, the organization brings impactful and disruptive solutions to an international marketplace.

Additionally, Dalrada Financial helps identify client needs for improvement and creates direct plans of action to facilitate the future success and achievement of goals by providing business solutions to small and medium-sized companies.

Dalrada Financial Corporation trades on the OTCQB under the symbol “DFCO”. Investors and shareholders can obtain additional information from our publicly-filed documents including our annual and quarterly reports.

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OVERVIEW
Dalrada is a global organization specializing in the development and management of products and services in engineering, manufacturing, and healthcare. With a strong operational infrastructure, the company delivers next-generation products and services that propel growth and accelerate go-to market capabilities.
Incorporated in 1982 and with its first public offering in 1984, the company’s principal executive office is located in San Diego, California.

By partnering with the best minds in science and engineering as well as business and economy, the organization brings impactful and disruptive solutions to an international marketplace.

Additionally, Dalrada Financial helps identify client needs for improvement and creates direct plans of action to facilitate the future success and achievement of goals by providing business solutions to small and medium-sized companies.
Dalrada Financial Corporation trades on the NASD Electronic Bulletin Board under the symbol “DFCO”. Investors and shareholders can obtain additional information from our publicly-filed documents including our annual and quarterly reports.
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OVERVIEW
Dalrada is a global organization specializing in the development and management of products and services in engineering, manufacturing, and healthcare. With a strong operational infrastructure, the company delivers next-generation products and services that propel growth and accelerate go-to market capabilities.
Incorporated in 1982 and with its first public offering in 1984, the company’s principal executive office is located in San Diego, California.
Dalrada is a global organization specializing in the development and management of products and services in the engineering, manufacturing, and healthcare industries. By partnering with the best minds in science and engineering as well as business and economy, the organization brings impactful and disruptive solutions to an international marketplace.
Additionally, Dalrada Financial helps identify client needs for improvement and creates direct plans of action to facilitate the future success and achievement of goals by providing business solutions to small and medium-sized companies.

Dalrada Financial Corporation trades on the OTCQB under the symbol “DFCO”. Investors and shareholders can obtain additional information from our publicly-filed documents including our annual and quarterly reports.

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STAY INFORMED
Sign up for email alerts and receive company updates and other news including press releases, filings, and more!
OVERVIEW
Dalrada is a global organization specializing in the development and management of products and services in engineering, manufacturing, and healthcare. With a strong operational infrastructure, the company delivers next-generation products and services that propel growth and accelerate go-to market capabilities.
Incorporated in 1982 and with its first public offering in 1984, the company’s principal executive office is located in San Diego, California.
Dalrada is a global organization specializing in the development and management of products and services in the engineering, manufacturing, and healthcare industries. By partnering with the best minds in science and engineering as well as business and economy, the organization brings impactful and disruptive solutions to an international marketplace.
Additionally, Dalrada Financial helps identify client needs for improvement and creates direct plans of action to facilitate the future success and achievement of goals by providing business solutions to small and medium-sized companies.

Dalrada Financial Corporation trades on the OTCQB under the symbol “DFCO”. Investors and shareholders can obtain additional information from our publicly-filed documents including our annual and quarterly reports.

GOVERNANCE GUIDELINES
Dalrada Financial Corporation
Corporate Governance Guidelines
These guidelines have been adopted by the Board of Directors (the “Board”) of Dalrada Financial Corporation (the “Company”). The guidelines, along with our Certificate of Incorporation, Bylaws and Board Committee charters, form the framework for the governance of the Company.
I. Role of the Board of Directors

The Board of Directors is elected annually by the Company’s shareowners. The Board oversees and provides policy guidance on the business and affairs of the Company. It monitors overall corporate performance, the integrity of the Company’s controls, and the effectiveness of its legal compliance programs. The Board selects the Chief Executive Officer of the Company, elects officers, designates which officers are executive officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and oversees management. The Board also oversees the Company’s strategic and business planning process. This is generally a year-round process involving development and reviews the business plan and key financial objectives. The Board also reviews and assesses risks facing the Company and management’s approach to addressing such risks.
Directors are expected to attend at least 75% of the Board and applicable Committee meetings, absent extraordinary circumstances, and to review meeting materials distributed in advance of such meetings.
II. Director Independence
A majority of the Board shall consist of independent Directors as defined by applicable stock exchange listing standards.
III. Board Membership Criteria
Members of the Board of Directors should have the highest professional and personal ethics and values, consistent with longstanding Company values and standards. They should have broad experience at the policy-making level in business, government, education, technology or public interest. They should be committed to enhancing shareowner value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to responsibly perform all director duties.
Each Director must represent the interests of all shareowners. Directors are encouraged to attend the Company’s annual meetings of shareowners
IV. Selection of New Directors
Directors are elected annually by the shareowners at the Annual Meeting. The Board of Directors proposes a slate of nominees for consideration each year. Between Annual Meetings, the Board, in accordance with the Company’s Bylaws may elect Directors to serve until the next Annual Meeting. Formal offers to join the Board or to be included in the slate of nominees shall be extended by the Company Chairman.
Shareowners may recommend director nominees for consideration by the Board by writing to the Corporate Secretary specifying the nominee’s name and the qualifications for Board membership. Following verification of the shareowner status of the person submitting the recommendation, all properly submitted recommendations are brought to the attention of the Board at a regularly scheduled meeting (generally the first or second meeting prior to the issuance of the proxy statement for the Company’s annual meeting of shareowners). Shareowners also may nominate directors for election at the Company’s annual meeting of shareowners by following the provisions set forth in the Company’s bylaws.
V. Board Size
The Bylaws provide that the number of Directors is determined by the Board within a specified range. The Board’s size is assessed at least annually. If any nominee is unable to serve as a Director, which is not anticipated, the Board by resolution may reduce the number of Directors or choose a substitute.
VI. Term of Office
Directors serve for a one-year term and until their successors are elected. They stand for election based on the Company’s performance record, which is set forth in the Company’s annual report and proxy statement. There are no limits on the number of one-year terms that may be served by a Director.
VII. Number and Composition of Board Committees
The Board currently has two Committees: Audit and Compensation. All committee members shall be independent Directors as defined by applicable stock exchange listing standards and as determined by the Board based on a review of the facts and circumstances of each Director or nominee.
Each Committee is chaired by an independent Director who determines the agenda, frequency, and length of Committee meetings and who has unlimited access to management, Company information, and independent advisors, as necessary and appropriate. Each non-employee Director generally serves on one or both Committees. Committee charters shall be posted on the Company’s website.
VIII. Standards of Business Conduct
The Board expects all Directors, as well as officers and employees, to display the highest standard of ethics, consistent with longstanding Dalrada values and standards. The Company has and will continue to maintain a code of conduct, known as the “Standards of Business Conduct.” The Board also expects Directors, officers, and employees to acknowledge their adherence to the Standards of Business Conduct. The Audit Committee periodically reviews compliance with the Standards of Business Conduct. Directors are expected to report any possible conflict of interest between the Director and the Company to the Board, and the Board shall take appropriate action.
IX. Succession Planning
The Board plans for CEO succession and reviews senior management selection and succession planning. As part of this process, the non-employee Directors review candidates from time-to-time for senior management positions to ensure that qualified candidates are available for all positions.
X. Board Compensation
Directors receive compensation that is competitive, links rewards to business results, risks, and shareowner returns, and facilitates increased ownership of Company stock. Director compensation consists of cash or equity or a combination thereof. The Compensation Committee reviews the amount and form of director compensation and provides a recommendation to the Board as to such compensation based upon the Committee’s consideration of the responsibilities, risks, and time commitment of Company directors, as well as competitive information. The Company discloses all consulting contracts with, or provided compensation other than director fees to, its Directors. The Compensation Committee has full authority to engage, at the Company’s expense, third-party consultants to advise on compensation levels and compensation components.
XI. Board Access to Senior Management
Directors are encouraged to talk directly to any member of management regarding any questions or concerns the Directors may have. Senior management is invited to attend Board meetings when practical.
XII. Director Orientation and Education
The Company has and will continue to maintain an orientation program that variously includes written material, oral presentations, and site visits. In addition, the Company supports continuing Director education; and generally expects Directors to attend an appropriate continuing education program from time-to-time. The Company will reimburse Board members for expenses associated with continuing education programs. The Secretary of the Company will notify Directors of such educational opportunities.
XIII. Evaluation of Board Performance
The Board and each Board Committee conduct a self-evaluation annually. Committees assess their performance relative to their charter and to best practices. From time-to-time the Committee may engage, at the Company’s expense, an independent advisor to evaluate Board effectiveness and to suggest changes to improve Board performance.
XIV. Chief Executive Officer Performance Review and Succession
The Board annually reviews the performance of the CEO. To conduct this review, the chairperson of the Compensation Committee shall gather and consolidate input from all Directors in executive session, and then, based on the factors set forth below as well as such other factors as are deemed appropriate, the chairperson shall present the results of the review to the Board and to the CEO in a private feedback session. The Compensation Committee also shall assess CEO performance annually in connection with determining CEO compensation. Factors to be considered in assessing CEO performance include strategic vision and leadership, external representation of the Company and management of external relationships, executive officer leadership development and succession planning, Company financial and operational performance, employee morale and motivation, and rapport with the Board. In the event of an emergency or the retirement of the CEO, succession shall be as set forth in the Company’s Bylaws.
XV. Stock Ownership Guidelines
The Compensation Committee shall periodically assess the appropriateness of stock ownership guidelines for Directors and senior executives, including whether and to what extent executives should be restricted from selling stock acquired through equity compensation.
XVI. Review of External Board Memberships by Company Executives
The Board reviews and concurs in the election of any employee Director and any Section 16 officer to outside, for-profit board seats. Additional board service by such executives may help to broaden their experience and thereby benefit the Company.
XVII. Non-Employee Directors Whose Responsibilities Change
Individual non-employee directors whose job responsibilities change materially from when they were elected to the Board should volunteer to resign from the Board. Such directors should not necessarily leave the Board. However, there should be an opportunity for the Board, through the Nominating and Governance Committee, to review the continued appropriateness of Board membership under these circumstances.
XVIII. Authority to Retain Advisors

The Board and each Board Committee shall have the authority, at the Company’s expense, to retain and terminate independent advisors as the Board and any such Committee deems necessary.
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GOVERNANCE GUIDELINES
Dalrada Financial Corporation
Corporate Governance Guidelines
These guidelines have been adopted by the Board of Directors (the “Board”) of Dalrada Financial Corporation (the “Company”). The guidelines, along with our Certificate of Incorporation, Bylaws and Board Committee charters, form the framework for the governance of the Company.
I. Role of the Board of Directors

The Board of Directors is elected annually by the Company’s shareowners. The Board oversees and provides policy guidance on the business and affairs of the Company. It monitors overall corporate performance, the integrity of the Company’s controls, and the effectiveness of its legal compliance programs. The Board selects the Chief Executive Officer of the Company, elects officers, designates which officers are executive officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and oversees management. The Board also oversees the Company’s strategic and business planning process. This is generally a year-round process involving development and reviews the business plan and key financial objectives. The Board also reviews and assesses risks facing the Company and management’s approach to addressing such risks.
Directors are expected to attend at least 75% of the Board and applicable Committee meetings, absent extraordinary circumstances, and to review meeting materials distributed in advance of such meetings.
II. Director Independence
A majority of the Board shall consist of independent Directors as defined by applicable stock exchange listing standards.
III. Board Membership Criteria
Members of the Board of Directors should have the highest professional and personal ethics and values, consistent with longstanding Company values and standards. They should have broad experience at the policy-making level in business, government, education, technology or public interest. They should be committed to enhancing shareowner value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to responsibly perform all director duties.
Each Director must represent the interests of all shareowners. Directors are encouraged to attend the Company’s annual meetings of shareowners
IV. Selection of New Directors
Directors are elected annually by the shareowners at the Annual Meeting. The Board of Directors proposes a slate of nominees for consideration each year. Between Annual Meetings, the Board, in accordance with the Company’s Bylaws may elect Directors to serve until the next Annual Meeting. Formal offers to join the Board or to be included in the slate of nominees shall be extended by the Company Chairman.
Shareowners may recommend director nominees for consideration by the Board by writing to the Corporate Secretary specifying the nominee’s name and the qualifications for Board membership. Following verification of the shareowner status of the person submitting the recommendation, all properly submitted recommendations are brought to the attention of the Board at a regularly scheduled meeting (generally the first or second meeting prior to the issuance of the proxy statement for the Company’s annual meeting of shareowners). Shareowners also may nominate directors for election at the Company’s annual meeting of shareowners by following the provisions set forth in the Company’s bylaws.
V. Board Size
The Bylaws provide that the number of Directors is determined by the Board within a specified range. The Board’s size is assessed at least annually. If any nominee is unable to serve as a Director, which is not anticipated, the Board by resolution may reduce the number of Directors or choose a substitute.
VI. Term of Office
Directors serve for a one-year term and until their successors are elected. They stand for election based on the Company’s performance record, which is set forth in the Company’s annual report and proxy statement. There are no limits on the number of one-year terms that may be served by a Director.
VII. Number and Composition of Board Committees
The Board currently has two Committees: Audit and Compensation. All committee members shall be independent Directors as defined by applicable stock exchange listing standards and as determined by the Board based on a review of the facts and circumstances of each Director or nominee.
Each Committee is chaired by an independent Director who determines the agenda, frequency, and length of Committee meetings and who has unlimited access to management, Company information, and independent advisors, as necessary and appropriate. Each non-employee Director generally serves on one or both Committees. Committee charters shall be posted on the Company’s website.
VIII. Standards of Business Conduct
The Board expects all Directors, as well as officers and employees, to display the highest standard of ethics, consistent with longstanding Dalrada values and standards. The Company has and will continue to maintain a code of conduct, known as the “Standards of Business Conduct.” The Board also expects Directors, officers, and employees to acknowledge their adherence to the Standards of Business Conduct. The Audit Committee periodically reviews compliance with the Standards of Business Conduct. Directors are expected to report any possible conflict of interest between the Director and the Company to the Board, and the Board shall take appropriate action.
IX. Succession Planning
The Board plans for CEO succession and reviews senior management selection and succession planning. As part of this process, the non-employee Directors review candidates from time-to-time for senior management positions to ensure that qualified candidates are available for all positions.
X. Board Compensation
Directors receive compensation that is competitive, links rewards to business results, risks, and shareowner returns, and facilitates increased ownership of Company stock. Director compensation consists of cash or equity or a combination thereof. The Compensation Committee reviews the amount and form of director compensation and provides a recommendation to the Board as to such compensation based upon the Committee’s consideration of the responsibilities, risks, and time commitment of Company directors, as well as competitive information. The Company discloses all consulting contracts with, or provided compensation other than director fees to, its Directors. The Compensation Committee has full authority to engage, at the Company’s expense, third-party consultants to advise on compensation levels and compensation components.
XI. Board Access to Senior Management
Directors are encouraged to talk directly to any member of management regarding any questions or concerns the Directors may have. Senior management is invited to attend Board meetings when practical.
XII. Director Orientation and Education
The Company has and will continue to maintain an orientation program that variously includes written material, oral presentations, and site visits. In addition, the Company supports continuing Director education; and generally expects Directors to attend an appropriate continuing education program from time-to-time. The Company will reimburse Board members for expenses associated with continuing education programs. The Secretary of the Company will notify Directors of such educational opportunities.
XIII. Evaluation of Board Performance
The Board and each Board Committee conduct a self-evaluation annually. Committees assess their performance relative to their charter and to best practices. From time-to-time the Committee may engage, at the Company’s expense, an independent advisor to evaluate Board effectiveness and to suggest changes to improve Board performance.
XIV. Chief Executive Officer Performance Review and Succession
The Board annually reviews the performance of the CEO. To conduct this review, the chairperson of the Compensation Committee shall gather and consolidate input from all Directors in executive session, and then, based on the factors set forth below as well as such other factors as are deemed appropriate, the chairperson shall present the results of the review to the Board and to the CEO in a private feedback session. The Compensation Committee also shall assess CEO performance annually in connection with determining CEO compensation. Factors to be considered in assessing CEO performance include strategic vision and leadership, external representation of the Company and management of external relationships, executive officer leadership development and succession planning, Company financial and operational performance, employee morale and motivation, and rapport with the Board. In the event of an emergency or the retirement of the CEO, succession shall be as set forth in the Company’s Bylaws.
XV. Stock Ownership Guidelines
The Compensation Committee shall periodically assess the appropriateness of stock ownership guidelines for Directors and senior executives, including whether and to what extent executives should be restricted from selling stock acquired through equity compensation.
XVI. Review of External Board Memberships by Company Executives
The Board reviews and concurs in the election of any employee Director and any Section 16 officer to outside, for-profit board seats. Additional board service by such executives may help to broaden their experience and thereby benefit the Company.
XVII. Non-Employee Directors Whose Responsibilities Change
Individual non-employee directors whose job responsibilities change materially from when they were elected to the Board should volunteer to resign from the Board. Such directors should not necessarily leave the Board. However, there should be an opportunity for the Board, through the Nominating and Governance Committee, to review the continued appropriateness of Board membership under these circumstances.
XVIII. Authority to Retain Advisors

The Board and each Board Committee shall have the authority, at the Company’s expense, to retain and terminate independent advisors as the Board and any such Committee deems necessary.
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GOVERNANCE GUIDELINES
Dalrada Financial Corporation
Corporate Governance Guidelines
These guidelines have been adopted by the Board of Directors (the “Board”) of Dalrada Financial Corporation (the “Company”). The guidelines, along with our Certificate of Incorporation, Bylaws and Board Committee charters, form the framework for the governance of the Company.
I. Role of the Board of Directors

The Board of Directors is elected annually by the Company’s shareowners. The Board oversees and provides policy guidance on the business and affairs of the Company. It monitors overall corporate performance, the integrity of the Company’s controls, and the effectiveness of its legal compliance programs. The Board selects the Chief Executive Officer of the Company, elects officers, designates which officers are executive officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and oversees management. The Board also oversees the Company’s strategic and business planning process. This is generally a year-round process involving development and reviews the business plan and key financial objectives. The Board also reviews and assesses risks facing the Company and management’s approach to addressing such risks.
Directors are expected to attend at least 75% of the Board and applicable Committee meetings, absent extraordinary circumstances, and to review meeting materials distributed in advance of such meetings.
II. Director Independence
A majority of the Board shall consist of independent Directors as defined by applicable stock exchange listing standards.
III. Board Membership Criteria
Members of the Board of Directors should have the highest professional and personal ethics and values, consistent with longstanding Company values and standards. They should have broad experience at the policy-making level in business, government, education, technology or public interest. They should be committed to enhancing shareowner value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to responsibly perform all director duties.
Each Director must represent the interests of all shareowners. Directors are encouraged to attend the Company’s annual meetings of shareowners
IV. Selection of New Directors
Directors are elected annually by the shareowners at the Annual Meeting. The Board of Directors proposes a slate of nominees for consideration each year. Between Annual Meetings, the Board, in accordance with the Company’s Bylaws may elect Directors to serve until the next Annual Meeting. Formal offers to join the Board or to be included in the slate of nominees shall be extended by the Company Chairman.
Shareowners may recommend director nominees for consideration by the Board by writing to the Corporate Secretary specifying the nominee’s name and the qualifications for Board membership. Following verification of the shareowner status of the person submitting the recommendation, all properly submitted recommendations are brought to the attention of the Board at a regularly scheduled meeting (generally the first or second meeting prior to the issuance of the proxy statement for the Company’s annual meeting of shareowners). Shareowners also may nominate directors for election at the Company’s annual meeting of shareowners by following the provisions set forth in the Company’s bylaws.
V. Board Size
The Bylaws provide that the number of Directors is determined by the Board within a specified range. The Board’s size is assessed at least annually. If any nominee is unable to serve as a Director, which is not anticipated, the Board by resolution may reduce the number of Directors or choose a substitute.
VI. Term of Office
Directors serve for a one-year term and until their successors are elected. They stand for election based on the Company’s performance record, which is set forth in the Company’s annual report and proxy statement. There are no limits on the number of one-year terms that may be served by a Director.
VII. Number and Composition of Board Committees
The Board currently has two Committees: Audit and Compensation. All committee members shall be independent Directors as defined by applicable stock exchange listing standards and as determined by the Board based on a review of the facts and circumstances of each Director or nominee.
Each Committee is chaired by an independent Director who determines the agenda, frequency, and length of Committee meetings and who has unlimited access to management, Company information, and independent advisors, as necessary and appropriate. Each non-employee Director generally serves on one or both Committees. Committee charters shall be posted on the Company’s website.
VIII. Standards of Business Conduct
The Board expects all Directors, as well as officers and employees, to display the highest standard of ethics, consistent with longstanding Dalrada values and standards. The Company has and will continue to maintain a code of conduct, known as the “Standards of Business Conduct.” The Board also expects Directors, officers, and employees to acknowledge their adherence to the Standards of Business Conduct. The Audit Committee periodically reviews compliance with the Standards of Business Conduct. Directors are expected to report any possible conflict of interest between the Director and the Company to the Board, and the Board shall take appropriate action.
IX. Succession Planning
The Board plans for CEO succession and reviews senior management selection and succession planning. As part of this process, the non-employee Directors review candidates from time-to-time for senior management positions to ensure that qualified candidates are available for all positions.
X. Board Compensation
Directors receive compensation that is competitive, links rewards to business results, risks, and shareowner returns, and facilitates increased ownership of Company stock. Director compensation consists of cash or equity or a combination thereof. The Compensation Committee reviews the amount and form of director compensation and provides a recommendation to the Board as to such compensation based upon the Committee’s consideration of the responsibilities, risks, and time commitment of Company directors, as well as competitive information. The Company discloses all consulting contracts with, or provided compensation other than director fees to, its Directors. The Compensation Committee has full authority to engage, at the Company’s expense, third-party consultants to advise on compensation levels and compensation components.
XI. Board Access to Senior Management
Directors are encouraged to talk directly to any member of management regarding any questions or concerns the Directors may have. Senior management is invited to attend Board meetings when practical.
XII. Director Orientation and Education
The Company has and will continue to maintain an orientation program that variously includes written material, oral presentations, and site visits. In addition, the Company supports continuing Director education; and generally expects Directors to attend an appropriate continuing education program from time-to-time. The Company will reimburse Board members for expenses associated with continuing education programs. The Secretary of the Company will notify Directors of such educational opportunities.
XIII. Evaluation of Board Performance
The Board and each Board Committee conduct a self-evaluation annually. Committees assess their performance relative to their charter and to best practices. From time-to-time the Committee may engage, at the Company’s expense, an independent advisor to evaluate Board effectiveness and to suggest changes to improve Board performance.
XIV. Chief Executive Officer Performance Review and Succession
The Board annually reviews the performance of the CEO. To conduct this review, the chairperson of the Compensation Committee shall gather and consolidate input from all Directors in executive session, and then, based on the factors set forth below as well as such other factors as are deemed appropriate, the chairperson shall present the results of the review to the Board and to the CEO in a private feedback session. The Compensation Committee also shall assess CEO performance annually in connection with determining CEO compensation. Factors to be considered in assessing CEO performance include strategic vision and leadership, external representation of the Company and management of external relationships, executive officer leadership development and succession planning, Company financial and operational performance, employee morale and motivation, and rapport with the Board. In the event of an emergency or the retirement of the CEO, succession shall be as set forth in the Company’s Bylaws.
XV. Stock Ownership Guidelines
The Compensation Committee shall periodically assess the appropriateness of stock ownership guidelines for Directors and senior executives, including whether and to what extent executives should be restricted from selling stock acquired through equity compensation.
XVI. Review of External Board Memberships by Company Executives
The Board reviews and concurs in the election of any employee Director and any Section 16 officer to outside, for-profit board seats. Additional board service by such executives may help to broaden their experience and thereby benefit the Company.
XVII. Non-Employee Directors Whose Responsibilities Change
Individual non-employee directors whose job responsibilities change materially from when they were elected to the Board should volunteer to resign from the Board. Such directors should not necessarily leave the Board. However, there should be an opportunity for the Board, through the Nominating and Governance Committee, to review the continued appropriateness of Board membership under these circumstances.
XVIII. Authority to Retain Advisors

The Board and each Board Committee shall have the authority, at the Company’s expense, to retain and terminate independent advisors as the Board and any such Committee deems necessary.
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DALRADA FINANCIAL CORPORATION
Standards of Business Conduct
The Dalrada Financial Corporation Standards of Business Conduct embody the fundamental principles that govern our ethical and legal obligations to Dalrada. They pertain not only to our conduct within the company but also to conduct involving our customers, partners, employees, suppliers, and competitors.
Compliance
Dalrada conducts its business with uncompromising integrity. Every member of our Company — directors, executives, managers, employees and business partners – has a duty to comply with all applicable law and adhere to the highest standards of business ethics.
These Standards of Business Conduct set forth fundamental principles of law and ethics governing the way that Dalrada does business. These Standards are not the exclusive source of guidance and information on Dalrada’s expectations, but they serve as the basis for other Dalrada policies and guidelines.
1. Employees. Dalrada employees at every level must comply with these Standards, and associated policies and guidelines. Failure to do so is considered misconduct and may lead to termination of employment. In particular, all executive officers and senior financial officers, their staffs, and all managers and other employees contributing to Dalrada’s financial record-keeping must comply strictly with Dalrada finance and accounting standards, policies, and guidelines.
2. Board of Directors. Members of the Dalrada board of directors are subject to these Standards as well as additional guidance relating to their special responsibilities.
3. Suppliers & Partners. Dalrada requires its suppliers, including consultants and contractors, and partners to conduct their businesses in a legal and ethical manner.
Personal Responsibility
The Standards of Business Conduct do not, by themselves, ensure ethical conduct. Every member of the Dalrada community has a personal responsibility to embody and model ethical behavior. Dalrada executives and other managers are responsible to lead by example and to ensure that all team members learn and have the opportunity to discuss the practical application of these Standards. Managers are expected to review these Standards with their teams on at least an annual basis. Everyone has a duty to be vigilant for circumstances that may indicate illegal or unethical behavior and to act appropriately in a timely manner to prevent improper conduct. Any waivers of these Standards of Business Conduct for Dalrada executive officers or directors will only be granted by the Dalrada board of directors in exceptional circumstances and will be disclosed promptly to shareholders.
Reporting Violations
If you observe possible illegal or unethical conduct, you should report it to Dalrada management It is Dalrada’s policy that no employee will suffer adverse action for honestly raising an ethical or legal concern. Reporting on an anonymous basis is available via the contact information set forth below. ​
The following violation reporting mechanisms are available to you:
Email: boarddalrada@dalrada.com ​
Telephone: 858 277 5300 ​
Mail: Dalrada Financial Corporation, Office of Business Practices ​
10601-G Tierrasanta Boulevard, Suite 3440, San Diego, CA 92124 ​
Conducting Dalrada Business ​
Dalrada conducts its business fairly, legally and with integrity. While working for the best interests of Dalrada, you have a duty to be ethical and lawful in your dealings with customers, partners, suppliers, other business partners, and competitors, as well as your Dalrada colleagues. ​
Contracting Practices
When Dalrada is selling or buying products and services, or entering into other commitments, Dalrada needs to embody the rights and obligations of each party in appropriate written contracts. This practice builds strong business relationships and ensures accurate company record-keeping. If you have dealings with Dalrada customers, suppliers, business partners, or outside parties, you are required to understand the basic principles of business transactions and to abide by Dalrada contracting policies and guidelines. ​
1. Authorization. You may not commit Dalrada to undertake any performance, payment or other obligation unless you are authorized under the appropriate Dalrada delegation of authority policies
2. Contracts. Properly written contracts document the use of Dalrada funds and assets; define the rights and obligations of Dalrada and other parties; establish protections against liability, and provide tools for handling disputes. You may not enter into any agreement or engage in any activity that may violate applicable law. You may not use side letters, “off-the-books” arrangements, or other express or implied agreements outside standard Dalrada contracting processes. You may not use letters of intent or memoranda of understanding without prior review by Dalrada Legal.
3. Sham Transactions. You may not enter into any transaction with a customer, supplier, or other business partners that facilitate improper revenue recognition, expense treatment or other accounting improprieties on the part of either Dalrada or the business partner.
Antitrust & Competition
Antitrust and competition laws serve to maintain an environment in which companies compete fairly at all levels. You have a responsibility to Dalrada to ensure that your business activities do not violate applicable antitrust and competition laws. ​
Business Gifts & Entertainment
From time to time, Dalrada may provide business amenities, or allow employees to accept business amenities, to aid in building legitimate business relationships. Business amenities include any gift, meal, service, entertainment, reimbursement, loan, favor, or anything else of value. ​ ​
Your decisions on behalf of Dalrada must be free from undue influence. You may not provide or receive business amenities when doing so may create the appearance of undue influence. This restriction applies to amenities given to or received from representatives of current or potential customers, partners, suppliers, and competitors, as well as their families, your family, and others with whom you or they have close personal relationships. ​ ​
If you are unsure whether you may give or accept a proposed gift, entertainment or other business amenities, you should disclose the situation to your manager. ​ ​
Anti-Corruption
No one acting on Dalrada’s behalf may use bribes, kickbacks or other corrupt practices in conducting Dalrada business. You are required to comply strictly with all ethical standards and applicable law in every jurisdiction in which Dalrada does business. ​ ​ ​
1. Commissions & Finder Fees. You may make commission or fee arrangements only under written agreements with bona fide commercial distributors, sales representatives, agents or consultants. Any commission or finder fee for assistance in securing orders must be reasonable and consistent with local laws and normal industry practice. You may not enter into any fee arrangements with any entity in which a government official or employee has an interest, or with respect to sales to a government unless permitted by law and with written approval from Dalrada’s General Counsel. You may not pay any commission or compensation to employees or other representatives of customers, channel partners, suppliers, other business partners or competitors. An exception is made for openly announced incentive programs, such as sales contests, approved in writing by an appropriate Dalrada Vice President.
Serving Dalrada Customers
Dalrada wins and maintains customer relationships based on the quality and value of its products and services. Your duty is to deal fairly and truthfully with our customers and provide the best service that you can. ​ ​ ​ ​
Advertising Practices
Advertising laws are not uniform, but in general, statements in Dalrada advertising and promotional materials need to be fair, factual, and complete. To support Dalrada’s marketing strategy and to comply with applicable law, you need to abide by the policies and guidelines of Dalrada and to consult Dalrada Legal as necessary. ​ ​ ​ ​
Marketing & Sales Practices
Dalrada marketing and sales practices reflect Dalrada’s commitment to honest and fair dealings with their current and potential customers. You may not engage in any misleading or deceptive marketing and sales practices. ​ ​ ​ ​
1. Deceptive Statements. You may not make false or misleading statements about Dalrada products or services, or those of competitors, in marketing or sales activities.
2. Illegal Bundling. If Dalrada has a strong market position for one product or service, Dalrada may not force a customer to buy another product or service that is bundled with the first.
3. Customer Information. Dalrada has the responsibility to safeguard and use properly, including storage and transmission, personal data that it collects from current and potential customers.
Relating to Dalrada Competitors
Dalrada succeeds by competing vigorously and fairly in the marketplace in full compliance with applicable antitrust, competition and other laws. Your interactions with Dalrada competitors must be fair and respect the law. ​ ​ ​
Dealings with Competitors
There are many occasions to interact with competitors. Antitrust and competition laws generally prohibit agreements between competitors that would eliminate or restrict their competition with each other. You are responsible for avoiding contacts with competitors that may be construed to violate antitrust or competition law principles. If you have any questions about contacts with competitors, contact Dalrada Legal. ​ ​ ​ ​
1. Prohibited Agreements and Topics of Discussion. You may not make agreements, express or implied, with any Dalrada competitor to set prices, divide territories, or allocate customers for competing products or services. You may not discuss with competitors any non-public or future price information, terms of sale, costs, margins, marketing plans, or similar confidential information.
2. Trade Associations.When representing Dalrada in trade associations, standard-setting bodies, consortia, and other industry organizations, you need to be aware of the risk that the participating companies may be perceived as using the meetings to reach anti-competitive agreements. You may not participate in groups engaging in activities that violate antitrust and competition laws. If a competitor uses a legitimate forum to discuss subjects that are prohibited, you must refuse to participate, and if the discussion continues, you must leave the meeting immediately and noticeably. Before you join any group involving competitors, or if the charter of a group changes, you need to review the situation with Dalrada Legal.
Competitive Information
Dalrada must have timely and complete information about industry developments in order to stay competitive. You may obtain competitive information only by fair and legal methods. ​ ​ ​ ​
1. Public Information. You may review any public information, such as published specifications, trade journal articles, and other materials that a competitor has released to other companies without restrictions.
2. Non-public Information. You may not obtain non-public information by illegal activities involving industrial espionage or by asking a competitor’s employees or contractors, or former employees or contractors, to violate their obligations regarding the competitor’s confidential data. You may not examine information about competitive proposals or products that were submitted to customers, suppliers, other business partners or anyone else with the understanding they would treat it as confidential. Contact Dalrada Legal if you have any question about Dalrada’s right to use any particular information.
3. Improper Tactics. You may not misrepresent who you are or for whom you work when you ask for competitive information. You may not use or engage consultants, agents, friends or others to undertake activities to obtain competitive information that would be unacceptable if pursued by you.
Competitive Practices ​
Dalrada competes aggressively in the marketplace, but not in violation of the law or at the expense of its reputation for fair dealing. You are responsible for conducting Dalrada business in a professional, ethical and legal manner. ​ ​ ​ ​
1. Commenting on the Competition. Dalrada competes based on the quality and value of its products and services, not by disparaging the competition. Your statements about competitors need to be fair, factual and complete. While forceful marketing messages may be appropriate, you may not make false, misleading, unfair or unprofessional comments about competitors or others outside Dalrada, even in messages, presentations and other materials intended for internal use at Dalrada.
2. Interference with Contracts. Once a customer has placed a firm order with a competitor, you may not engage in activities to interfere with the performance of that contract.
Dealing with Dalrada Suppliers
Dalrada suppliers are of great strategic importance. When buying products and services, you have a duty to deal with suppliers fairly and in compliance with applicable law and Dalrada policies. Suppliers include indirect goods and service providers, consultants, contractors, and anyone else who provides a product or service to Dalrada. ​ ​ ​ ​
Choosing Suppliers
Dalrada selects suppliers based on the merits of their products, services, and business practices. You are required to follow Dalrada policies in choosing suppliers on a basis that serves Dalrada’s interests and protects Dalrada’s reputation. ​ ​ ​ ​
1. Selection. Dalrada purchasing decisions should reflect your best judgment about a supplier’s technology, quality, responsiveness, delivery capabilities, cost, environmental performance, and financial stability. You may not establish a business relationship with any supplier if it’s business practices violate local laws or basic international principles relating to labor standards or environmental
2. Conflicts of Interest. In selecting suppliers, you need to avoid any appearance of impropriety that might result because of business gifts or entertainment from a supplier, or even strong personal relationships between the representatives of a supplier and representatives of Dalrada.
3. Small and Minority Businesses. In the U.S., you should include qualified small, minority-owned and women-owned suppliers in the supplier selection process. You should follow similar policies where appropriate in other countries.
Supplier Prices
When purchasing products or services from suppliers, Dalrada must negotiate aggressively but fairly to obtain the best pricing. You are responsible for working in the best interest of Dalrada and in compliance with Dalrada policies and applicable law. ​ ​ ​ ​
1. Negotiating Prices. You are free to ask suppliers for their best prices for materials and services that Dalrada uses, even if those prices are more favorable than prices available to Dalrada’s competitors. In contrast, when you buy a product that Dalrada resells without substantial added value, U.S. law may prohibit receiving a discriminatory price. Consult Dalrada Legal with respect to these issues.
2. Handling Pricing Information. While Dalrada may have no legal obligation to protect price information unless required by contractual terms, negotiated price information is usually competitively significant and needs to be handled as Dalrada sensitive information. In general, you should not disclose the non-public prices of one supplier to another, or to anyone else within or outside of Dalrada who does not have a legitimate business reason to know. If disclosure of negotiated pricing information or other terms is required for Dalrada contract manufacturers or service providers, you need to abide by Dalrada policies on handling Dalrada sensitive information.
Dalrada as Customer Reference
The Dalrada brand is a valuable asset that other companies may want to exploit. You have the responsibility to help protect the Dalrada brand from unauthorized and inappropriate use. ​ ​ ​ ​
1. Promotional Materials. You may not permit any supplier or other parties to use the Dalrada name, logo or another branding in its advertising, promotional materials, customer references or the like without written approval from your Vice President.
2. Securities Offering Documents. You may not permit any supplier to mention Dalrada as a customer or disclose the terms of any contract with Dalrada in an offering document such as a prospectus or a securities registration statement without prior approval from Dalrada Legal Corporate Section.
Avoiding Conflicts of Interest
You have a duty of loyalty to Dalrada. You must avoid situations where your loyalties may be divided between Dalrada’s interests and your own. Dalrada expects you to avoid even the appearance of a conflict of interest. ​ ​ ​ ​ ​
You can avoid most conflicts of interest by following the specific rules described in these Standards. However, these rules do not cover all potential situations where your loyalty may be or may appear to be, divided. You are responsible for using your best judgment to evaluate objectively your activities that may result in a conflict of interest, and for bringing any doubtful situation to the attention of your managers so they can provide appropriate guidance. ​ ​ ​ ​
​ outside Employment & Other Activities
Dalrada policy does not prohibit all outside employment, but your duty to Dalrada is to ensure that outside employment and other activities do not negatively impact your work at Dalrada, cause you to misuse Dalrada information or assets, or result in consequences unfair to Dalrada. You may not engage in any outside employment or activities that may improperly influence, or appear to improperly influence, your judgment, decisions or actions with respect to your role at Dalrada. To assess whether a potential conflict of interest may exist, you need to consider the activities in which you may be engaging, regardless of whether you may be called an “employee,” “consultant,” “contractor,” “owner,” “investor” or “volunteer.” ​ ​ ​ ​ ​
1. Competitors. You may not work for a competitor of any Dalrada business group or operation.
2. Partners, Suppliers, and Others. You may not work for a Dalrada partner, supplier, OEM, or other associated business without written approval from your Vice President.
3. Customers. Unless you have written approval from your Vice President, you may not work for a Dalrada customer (a) in the purchase, support or disposition of Dalrada products or services, or (b) if your Dalrada group has business dealings, or you have business dealings on behalf of Dalrada, with that customer. Any other work for a customer requires written approval from your manager.
4. Advisory Boards. You may not serve on an advisory board of a competitor of any Dalrada business group or operation. You may not serve on an advisory board of any Dalrada customer, supplier, or other business partners without written approval from your Vice President.
5. Your Outside Activity.Whether working for yourself or for others, you may not sell Dalrada products or services, or products or services similar to Dalrada’s, including consulting and support services for Dalrada. You may not provide consulting, promotion, support or other services for the products or services of a Dalrada competitor.
6. Your Dalrada Employment Status. You may not provide services to Dalrada except in your role as a Dalrada employee. For example, you may not be an independent consultant to Dalrada if you are already a Dalrada employee.
7. Conflicts with Your Dalrada Job.You may not accept outside employment or engage in other activities if the resulting time demands interfere with your ability to perform your Dalrada job. Outside employment and other activities may not be carried on Dalrada premises or utilize any Dalrada resources, including computing and communication systems.
Volunteer Activities & Charitable Solicitations
Dalrada encourages your personal involvement in charitable, professional and other community organizations. However, you may experience divided loyalties even in volunteer situations. Except as part of a Dalrada-sponsored event or with written approval from your Vice President, your volunteer service must be performed on your own time, at your own risk, away from Dalrada premises, and without the use of any Dalrada resources. ​ ​ ​ ​ ​
1. Influencing Dalrada Decisions. You may not participate in Dalrada decisions regarding a charity or other organization where you volunteer. You may not advocate the organization’s interests within Dalrada without disclosing your connection to it. These limitations apply especially if you volunteer at an organization that may be an Dalrada customer, supplier, or other business partners.
2. Solicitations. You may not solicit donations, directly or through the use of company resources, on Dalrada premises or during working hours, except as part of a Dalrada-sponsored event such as a charity drive sponsored by Dalrada. You may not solicit donations from Dalrada business partners where an appearance of a conflict of interest may arise due to your status as a Dalrada employee.
​Personal Benefit or Gain from Dalrada Business
Receiving personal benefits from others because of your status as a Dalrada employee may lead to divided loyalties. You may not receive any personal profit or advantage other than your compensation from Dalrada in connection with any transaction involving Dalrada, or your status as a Dalrada employee. ​ ​ ​ ​ ​
1. Business Gifts & Entertainment. Receiving business gifts or entertainment may result in conflicts of interest. You are required to comply with the rules set forth in this policy document.
2. Business Opportunity. You may not take for yourself, or advise others to take, any potential business opportunity that would otherwise be available to Dalrada.
3. Commissions. You may not receive commissions or any other form of payment from Dalrada business partners in connection with Dalrada business transactions.
4. Business with Your Family or Friends. You must disclose to your manager all situations where you or your Dalrada group may be conducting Dalrada business with members of your family, your friends or others with whom you have a close personal relationship. With written approval from your Vice President, your Dalrada group may do business with your family members or friends, or entities they own or control, but you will be required to remove yourself from Dalrada’s decisions relating to such transactions. In no event are you permitted to provide your services to Dalrada outside your role as a Dalrada employee.
Outside Directorships
Participating on the board of directors of other companies or non-profit groups may enhance your business and leadership skills, but may also lead to conflicts of interest. Prior to service on an outside board, you must comply with the request and approval process established by Dalrada. If you are serving as a director of a company or other organization, and you encounter any situation where your role as a director may be in conflict with Dalrada’s interests, you must either withdraw from that situation or resign as a director. ​ ​ ​ ​ ​
1. Dalrada Competitors. You may not be a director of a Dalrada competitor. You may not be a director of a company or organization that supports or promotes a competitor’s products or services without written approval from Dalrada Legal and/or the Dalrada Board of Directors.
2. Dlrada Customers and Business Partners. You may not be a director of a Dalrada customer, supplier, or other business partners without written approval from Dalrada Legal and/or the Dalrada Board of Directors, or, in the case of a non-profit customer or business partner, written approval from your Vice President.
3. Dalrada Subsidiaries and Joint Ventures. You may not be a director of a Dalrada subsidiary without written approval from Dalrada Legal and/or the Board of Directors. You may not be a director of a Dalrada joint venture without written approval from Dalrada Legal and/or the Dalrada Board of Directors.
4. Conflicts with Your Dalrada job. You may not accept outside directorships if the resulting time demands interfere with your ability to perform your Dalrada job. You must remove yourself from any Dalrada decision-making with respect to the company or organization on whose board you serve.
Financial Interests in Other Businesses
A personal or family financial interest in an Dalrada customer, supplier, other business partners, or competitor has the potential to cause the appearance of divided loyalty, or to result in personal benefit because of your role at Dalrada. You may not have financial interests in any of these parties that could improperly influence your judgment in your Dalrada role. Financial interests include investment, ownership or creditor interests. ​ ​ ​ ​ ​
1. Financial Interests. You should not have financial interests in Dalrada customers, suppliers, other business partners, or competitors if (a) you are in position to influence Dalrada decisions relating to them and those decisions could affect your financial interests, and (b) your financial interests represent such a percentage of your or your family’s net worth that an actual or apparent conflict of interest exists.
Disclosing Conflicts
Your responsibility is to use your best judgment to evaluate objectively whether an outside activity, financial interest or receipt of business gifts and entertainment may lead to divided loyalties. You must promptly disclose in writing to the appropriate manager or committee any situation that could present a conflict of interest with your role at Dalrada. In situations that require management approval, the responsible manager will review the matter and communicate Dalrada’s position in writing. The manager may indicate that either (a) Dalrada has no present objection, although the situation is subject to future review if there is any change in circumstances either for you or for Dalrada, or (b) Dalrada will have no objection provided you take specific steps to resolve any potential conflict to Dalrada’s satisfaction. You will have a continuing obligation to disclose any change in circumstances that could affect Dalrada’s interests. Copies of your disclosure and Dalrada’s response will be kept in your personnel file. ​ ​ ​ ​ ​ ​
Lawsuits, Legal Proceedings & Investigations
Lawsuits, legal proceedings and investigations concerning Dalrada must be handled promptly and properly in order to protect and defend Dalrada. You are required to contact Dalrada Legal immediately in the event of a threatened lawsuit, legal proceeding or investigation brought by private parties or by any governmental agency. ​ ​ ​ ​ ​ ​
1. Service of Process. In the U.S., documents that initiate lawsuits or investigations, and subpoenas involving Dalrada, should be sent immediately to Dalrada Legal.
2. Records. Records relevant to a lawsuit, legal proceeding or investigation must not be altered or destroyed, and must be promptly produced and turned over to Dalrada Legal upon request.
3. Attorney-Client Privilege. Under U.S. law, attorney-client privilege applies only to communication in confidence to Dalrada attorneys to obtain legal advice, and communication from Dalrada attorneys applying their advice to Dalrada activities. These communications should not be copied or distributed except under the direction of an Dalrada attorney, and should be given only to the narrowest possible set of Dalrada people who have a need for them.
4. No Discussions. If you are involved on Dalrada’s behalf in a lawsuit or other legal dispute, you must avoid discussing it with anyone inside or outside of Dalrada without prior approval of Dalrada Legal. You are required to cooperate fully with Dalrada Legal in the course of the lawsuit, legal proceeding or investigation.
Safeguarding Dalrada Assets
Safeguarding Dalrada assets – both tangible and intangible property – is crucial to Dalrada’s business success. You have a duty to use Dalrada assets only for legitimate business purposes and to protect them from loss or unauthorized use. In no event may Dalrada assets be used for unlawful or improper purposes. ​ ​ ​ ​ ​ ​
Finance & Accounting Practices ​ ​ ​ ​ ​ ​
​ The accuracy and integrity of Dalrada’s books and records are paramount for Dalrada’s business success. Your duty is to ensure that Dalrada maintains its books and records in accordance with generally accepted accounting principles and all regulatory requirements that apply to a U.S. publicly traded company. ​ ​ ​ ​ ​
1. Accounting Principles. You must comply with generally accepted accounting principles for the U.S. and for every country in which you conduct Dalrada business. You are required to execute all transactions involving Dalrada in accordance with Dalrada policies and procedures.
2. Unrecorded Funds. You may not establish any undisclosed or unrecorded Dalrada fund, asset or liability for any purpose.
3. False Entries. You may not make, or contribute to or facilitate the making of, any false or misleading entries in Dalrada’s books or records for any reason.
4. Revenue and Expense Recognition. You may not enter into any transaction or agreement that accelerates, postpones or otherwise manipulates the accurate and timely recording of business revenues or expenses
5. Authorization. You must be authorized under the appropriate Dalrada delegation of authority policy in order to have access to Dalrada funds or assets. You may use Dalrada funds and assets only for legitimate Dalrada business purposes.
6. Payments. You may not make any payment on Dalrada’s behalf without adequate supporting documentation, or for any purpose other than as described in the documents.
7. Independent Auditor. Dalrada’s outside auditors have the duty to review Dalrada records in a fair and accurate manner. You may not engage, directly or indirectly, any outside auditors of Dalrada to perform any audit, audit-related, tax or other services, including consulting, without written approval from the Dalrada CEO and the Audit Committee of the Dalrada board. ​
Political Contributions & Activities
Dalrada’s public policy agenda includes the election of public officials who understand Dalrada’s business interests and support legislation important to Dalrada. Dalrada funds and other assets may be used as political contributions only as allowed by law and in accordance with Dalrada policies set forth by Dalrada. ​ ​ ​ ​ ​ ​ ​
1. Personal Activities. While you are encouraged to participate in your community and the political process, you may not create the impression that you are speaking or acting for Dalrada. You are encouraged to make personal contributions to political candidates of your choice; however, Dalrada will not reimburse you for personal contributions. ​
2. Lobbying Activities. In the course of your employment, you may not engage in any activity intended to influence legislation or rulemaking, or engage lobbyists or others to do so, without the express written authorization from the CEO. ​
Intellectual Property
Dalrada’s intellectual property portfolio, including patents, trademarks, copyrights, and trade secrets, is vital to its business success. The intellectual property that you generate while doing your job contributes to Dalrada’s strength, and you have a duty to protect these valuable assets from misuse and unauthorized disclosure. Dalrada invests substantial amounts of money in you as an employee, in the development of products, services and business processes, and in the protection of related intellectual property. Just as we expect others to honor our intellectual property rights, we must honor the rights of others. ​ ​ ​ ​ ​ ​ ​
1. Ownership. Dalrada generally owns the intellectual property that you generate during the period of your employment at Dalrada, or that is created by other parties for Dalrada. You may not privately protect or exploit intellectual property generated during the course of your employment with Dalrada, unless written permission is obtained from Dalrada or otherwise permitted by law. ​
2. Licensing Agreements. In order to use the intellectual property of another party, or to allow others to use the intellectual property of Dalrada, Dalrada needs to enter into an appropriate written license agreement. For standard product licensing, you are required to contact and work through Dalrada Legal. You may not grant customers, suppliers, other business partners or anyone else any special rights relating to Dalrada intellectual property under non-standard agreements without written approval from your Vice President, and the CEO. ​
3. Copyrights. You may not duplicate, install or use software in violation of its copyright or applicable license terms, including the software installed on your computer or on network areas under your control. Unless proper permission has been obtained from the copyright owner, you may not copy for any reason any copyrighted materials, including text, artwork, images, photographs, videos, music, web pages and other forms of expression, whether they are in hardcopy or electronic media. ​
4. Patents and Inventions. Your inventions may be protected by patents, and it is important that you promptly disclose them to Dalrada. You may not publish or disclose any invention or trade secret without written approval from Dalrada Legal. ​
5. Trademarks. You may not allow any outside party to use Dalrada’s name, logo or trademarks except within programs authorized by Dalrada. In order to avoid potential trademark infringement claims against Dalrada, you need to contact Dalrada Legal before using any new name, slogan or mark for any product, program or service. ​
6. Trade Secrets and Confidentiality. You must not share any Dalrada sensitive information with anyone except in accordance with Dalrada policies and guidelines. ​
Personal Use of Dalrada Resources
Dalrada provides a wide variety of assets for its employees in conducting company business – including computers, communications systems and other equipment and materials. Although you may occasionally use some of these resources for incidental personal activities, it is your duty to keep this usage to a minimum and to comply with all Dalrada policies and guidelines. Excessive personal use of Dalrada resources increases Dalrada’s costs and expenses, reduces availability of the resources for Dalrada’s business needs, and may adversely affect your job performance. The rules below apply to your use of Dalrada resources even outside your working hours and outside Dalrada premises. ​ ​ ​ ​ ​ ​ ​
1. Computer and Communication Systems. While you may occasionally use Dalrada’s telephone and computer systems to send or receive personal messages, to access Internet materials that are not directly business-related, or to create personal documents or files, you are required to keep these activities to a minimum.
2. Prohibited Activity. You may not use any Dalrada resource in violation of the law. You may not allow other people, including your friends and family, to use Dalrada resources for any purpose. You may not use any Dalrada resource to create, transmit, store or display messages, images or materials that are for personal gain, solicitations, chain letters, or are threatening, sexually explicit, harassing or otherwise demeaning to any person or group. Such misuse of Dalrada assets is misconduct, and may lead to immediate termination of employment.
3. Security. You may not use any Dalrada asset for personal activities that may lead to the loss or damage of the asset. You are responsible for safeguarding the integrity of Dalrada systems, including not exposing the system to computing viruses or enabling a breach of Dalrada’s security firewall. You are required to comply with the policies set forth by for the appropriate use and security of Dalrada’s electronic systems. ​
4. Inspection. Dalrada may access and inspect all Dalrada resources that you may use for personal activity, including Dalrada computers, servers and systems, telephones, voicemail systems, desks, lockers, cabinets, vehicles and other equipment belonging to Dalrada. You should not have any expectation of personal privacy in any messages or records created or transmitted via Dalrada systems, including electronic documents, e-mail and voice mail, regardless of whether you have personal passwords or filing systems. For reasons related to safety, supervision, security and other concerns, Dalrada may inspect persons and property on Dalrada premises at any time and without notice, subject to applicable local laws. ​
Respecting Dalrada’s Colleagues & the Community
Dalrada is committed to creating and maintaining a diverse and inclusive work environment based on respect for the individual, and to being a good corporate citizen in every community in which we do business. You have a duty to Dalrada to abide by the policies and guidelines that foster these company objectives. ​ ​ ​ ​ ​ ​ ​
Employee Relations
Dalrada’s core values include trust and respect for individuals. Dalrada believes that diversity and inclusion are key drivers of creativity, innovation and invention. You have a duty to embody and promote these values in your daily activities. You must comply with all laws and Dalrada policies relating to the treatment of all workers. ​ ​ ​ ​ ​ ​ ​
1. No Discrimination or Harassment. Dalrada is committed to maintain a work environment free from discrimination and harassment. You are required to treat everyone with whom you interact — including customers, employees, other workers at Dalrada, suppliers, business partners, visitors and shareholders — with dignity, respect and courtesy. Any comments or conduct relating to a person’s gender, color, race, ancestry, religion, national origin, age, physical or mental disability, sexual orientation, gender identity/expression or covered veteran status that fail to respect the dignity and feeling of the individual are unacceptable. ​
2. Misconduct. In general, misconduct is illegal or harmful activity that involves or affects Dalrada and its employees. Misconduct includes, among other things, violation of the provisions of these Standards of Business Conduct, theft, records falsification, involvement with unlawful drugs, unauthorized use of alcohol, violence, threats, harassment, possession of weapons, and insubordination. If you engage in misconduct, you are subject to immediate termination of employment.
3. Safety, Security & Data Protection. You are required to comply with all applicable law and Dalrada policies to promote an injury-free and secure workplace. ​
Citizenship
One of Dalrada’s key corporate objectives is good citizenship. Dalrada has a responsibility to operate as a good corporate citizen and to make a positive contribution to the customers, communities, and shareholders that we serve. At a minimum, “citizenship” is a commitment made by a company striving to do business in a manner that upholds local, national, and international standards and values everywhere it invests and operates, in areas including the environment, ethics, and labor practices. ​ ​ ​ ​ ​ ​ ​
Citizenship impacts every business group within Dalrada. Your individual responsibility in dealing with your internal and external relationships is to conduct yourself in a manner that is consistent with Dalrada’s corporate objective for citizenship. ​ ​ ​ ​ ​ ​ ​
The information contained herein is subject to change without notice. ​ ​ ​ ​ ​ ​ ​
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DALRADA FINANCIAL CORPORATION
Standards of Business Conduct
The Dalrada Financial Corporation Standards of Business Conduct embody the fundamental principles that govern our ethical and legal obligations to Dalrada. They pertain not only to our conduct within the company but also to conduct involving our customers, partners, employees, suppliers, and competitors.
Compliance
Dalrada conducts its business with uncompromising integrity. Every member of our Company — directors, executives, managers, employees and business partners – has a duty to comply with all applicable law and adhere to the highest standards of business ethics.
These Standards of Business Conduct set forth fundamental principles of law and ethics governing the way that Dalrada does business. These Standards are not the exclusive source of guidance and information on Dalrada’s expectations, but they serve as the basis for other Dalrada policies and guidelines.
1. Employees. Dalrada employees at every level must comply with these Standards, and associated policies and guidelines. Failure to do so is considered misconduct and may lead to termination of employment. In particular, all executive officers and senior financial officers, their staffs, and all managers and other employees contributing to Dalrada’s financial record-keeping must comply strictly with Dalrada finance and accounting standards, policies, and guidelines.
2. Board of Directors. Members of the Dalrada board of directors are subject to these Standards as well as additional guidance relating to their special responsibilities.
3. Suppliers & Partners. Dalrada requires its suppliers, including consultants and contractors, and partners to conduct their businesses in a legal and ethical manner.
Personal Responsibility
The Standards of Business Conduct do not, by themselves, ensure ethical conduct. Every member of the Dalrada community has a personal responsibility to embody and model ethical behavior. Dalrada executives and other managers are responsible to lead by example and to ensure that all team members learn and have the opportunity to discuss the practical application of these Standards. Managers are expected to review these Standards with their teams on at least an annual basis. Everyone has a duty to be vigilant for circumstances that may indicate illegal or unethical behavior and to act appropriately in a timely manner to prevent improper conduct. Any waivers of these Standards of Business Conduct for Dalrada executive officers or directors will only be granted by the Dalrada board of directors in exceptional circumstances and will be disclosed promptly to shareholders.
Reporting Violations
If you observe possible illegal or unethical conduct, you should report it to Dalrada management It is Dalrada’s policy that no employee will suffer adverse action for honestly raising an ethical or legal concern. Reporting on an anonymous basis is available via the contact information set forth below. ​
The following violation reporting mechanisms are available to you:
Email: boarddalrada@dalrada.com ​
Telephone: 858 277 5300 ​
Mail: Dalrada Financial Corporation, Office of Business Practices ​
10601-G Tierrasanta Boulevard, Suite 3440, San Diego, CA 92124 ​
Conducting Dalrada Business ​
Dalrada conducts its business fairly, legally and with integrity. While working for the best interests of Dalrada, you have a duty to be ethical and lawful in your dealings with customers, partners, suppliers, other business partners, and competitors, as well as your Dalrada colleagues. ​
Contracting Practices
When Dalrada is selling or buying products and services, or entering into other commitments, Dalrada needs to embody the rights and obligations of each party in appropriate written contracts. This practice builds strong business relationships and ensures accurate company record-keeping. If you have dealings with Dalrada customers, suppliers, business partners, or outside parties, you are required to understand the basic principles of business transactions and to abide by Dalrada contracting policies and guidelines. ​
1. Authorization. You may not commit Dalrada to undertake any performance, payment or other obligation unless you are authorized under the appropriate Dalrada delegation of authority policies
2. Contracts. Properly written contracts document the use of Dalrada funds and assets; define the rights and obligations of Dalrada and other parties; establish protections against liability, and provide tools for handling disputes. You may not enter into any agreement or engage in any activity that may violate applicable law. You may not use side letters, “off-the-books” arrangements, or other express or implied agreements outside standard Dalrada contracting processes. You may not use letters of intent or memoranda of understanding without prior review by Dalrada Legal.
3. Sham Transactions. You may not enter into any transaction with a customer, supplier, or other business partners that facilitate improper revenue recognition, expense treatment or other accounting improprieties on the part of either Dalrada or the business partner.
Antitrust & Competition
Antitrust and competition laws serve to maintain an environment in which companies compete fairly at all levels. You have a responsibility to Dalrada to ensure that your business activities do not violate applicable antitrust and competition laws. ​
Business Gifts & Entertainment
From time to time, Dalrada may provide business amenities, or allow employees to accept business amenities, to aid in building legitimate business relationships. Business amenities include any gift, meal, service, entertainment, reimbursement, loan, favor, or anything else of value. ​ ​
Your decisions on behalf of Dalrada must be free from undue influence. You may not provide or receive business amenities when doing so may create the appearance of undue influence. This restriction applies to amenities given to or received from representatives of current or potential customers, partners, suppliers, and competitors, as well as their families, your family, and others with whom you or they have close personal relationships. ​ ​
If you are unsure whether you may give or accept a proposed gift, entertainment or other business amenities, you should disclose the situation to your manager. ​ ​
Anti-Corruption
No one acting on Dalrada’s behalf may use bribes, kickbacks or other corrupt practices in conducting Dalrada business. You are required to comply strictly with all ethical standards and applicable law in every jurisdiction in which Dalrada does business. ​ ​ ​
1. Commissions & Finder Fees. You may make commission or fee arrangements only under written agreements with bona fide commercial distributors, sales representatives, agents or consultants. Any commission or finder fee for assistance in securing orders must be reasonable and consistent with local laws and normal industry practice. You may not enter into any fee arrangements with any entity in which a government official or employee has an interest, or with respect to sales to a government unless permitted by law and with written approval from Dalrada’s General Counsel. You may not pay any commission or compensation to employees or other representatives of customers, channel partners, suppliers, other business partners or competitors. An exception is made for openly announced incentive programs, such as sales contests, approved in writing by an appropriate Dalrada Vice President.
Serving Dalrada Customers
Dalrada wins and maintains customer relationships based on the quality and value of its products and services. Your duty is to deal fairly and truthfully with our customers and provide the best service that you can. ​ ​ ​ ​
Advertising Practices
Advertising laws are not uniform, but in general, statements in Dalrada advertising and promotional materials need to be fair, factual, and complete. To support Dalrada’s marketing strategy and to comply with applicable law, you need to abide by the policies and guidelines of Dalrada and to consult Dalrada Legal as necessary. ​ ​ ​ ​
Marketing & Sales Practices
Dalrada marketing and sales practices reflect Dalrada’s commitment to honest and fair dealings with their current and potential customers. You may not engage in any misleading or deceptive marketing and sales practices. ​ ​ ​ ​
1. Deceptive Statements. You may not make false or misleading statements about Dalrada products or services, or those of competitors, in marketing or sales activities.
2. Illegal Bundling. If Dalrada has a strong market position for one product or service, Dalrada may not force a customer to buy another product or service that is bundled with the first.
3. Customer Information. Dalrada has the responsibility to safeguard and use properly, including storage and transmission, personal data that it collects from current and potential customers.
Relating to Dalrada Competitors
Dalrada succeeds by competing vigorously and fairly in the marketplace in full compliance with applicable antitrust, competition and other laws. Your interactions with Dalrada competitors must be fair and respect the law. ​ ​ ​
Dealings with Competitors
There are many occasions to interact with competitors. Antitrust and competition laws generally prohibit agreements between competitors that would eliminate or restrict their competition with each other. You are responsible for avoiding contacts with competitors that may be construed to violate antitrust or competition law principles. If you have any questions about contacts with competitors, contact Dalrada Legal. ​ ​ ​ ​
1. Prohibited Agreements and Topics of Discussion. You may not make agreements, express or implied, with any Dalrada competitor to set prices, divide territories, or allocate customers for competing products or services. You may not discuss with competitors any non-public or future price information, terms of sale, costs, margins, marketing plans, or similar confidential information.
2. Trade Associations.When representing Dalrada in trade associations, standard-setting bodies, consortia, and other industry organizations, you need to be aware of the risk that the participating companies may be perceived as using the meetings to reach anti-competitive agreements. You may not participate in groups engaging in activities that violate antitrust and competition laws. If a competitor uses a legitimate forum to discuss subjects that are prohibited, you must refuse to participate, and if the discussion continues, you must leave the meeting immediately and noticeably. Before you join any group involving competitors, or if the charter of a group changes, you need to review the situation with Dalrada Legal.
Competitive Information
Dalrada must have timely and complete information about industry developments in order to stay competitive. You may obtain competitive information only by fair and legal methods. ​ ​ ​ ​
1. Public Information. You may review any public information, such as published specifications, trade journal articles, and other materials that a competitor has released to other companies without restrictions.
2. Non-public Information. You may not obtain non-public information by illegal activities involving industrial espionage or by asking a competitor’s employees or contractors, or former employees or contractors, to violate their obligations regarding the competitor’s confidential data. You may not examine information about competitive proposals or products that were submitted to customers, suppliers, other business partners or anyone else with the understanding they would treat it as confidential. Contact Dalrada Legal if you have any question about Dalrada’s right to use any particular information.
3. Improper Tactics. You may not misrepresent who you are or for whom you work when you ask for competitive information. You may not use or engage consultants, agents, friends or others to undertake activities to obtain competitive information that would be unacceptable if pursued by you.
Competitive Practices ​
Dalrada competes aggressively in the marketplace, but not in violation of the law or at the expense of its reputation for fair dealing. You are responsible for conducting Dalrada business in a professional, ethical and legal manner. ​ ​ ​ ​
1. Commenting on the Competition. Dalrada competes based on the quality and value of its products and services, not by disparaging the competition. Your statements about competitors need to be fair, factual and complete. While forceful marketing messages may be appropriate, you may not make false, misleading, unfair or unprofessional comments about competitors or others outside Dalrada, even in messages, presentations and other materials intended for internal use at Dalrada.
2. Interference with Contracts. Once a customer has placed a firm order with a competitor, you may not engage in activities to interfere with the performance of that contract.
Dealing with Dalrada Suppliers
Dalrada suppliers are of great strategic importance. When buying products and services, you have a duty to deal with suppliers fairly and in compliance with applicable law and Dalrada policies. Suppliers include indirect goods and service providers, consultants, contractors, and anyone else who provides a product or service to Dalrada. ​ ​ ​ ​
Choosing Suppliers
Dalrada selects suppliers based on the merits of their products, services, and business practices. You are required to follow Dalrada policies in choosing suppliers on a basis that serves Dalrada’s interests and protects Dalrada’s reputation. ​ ​ ​ ​
1. Selection. Dalrada purchasing decisions should reflect your best judgment about a supplier’s technology, quality, responsiveness, delivery capabilities, cost, environmental performance, and financial stability. You may not establish a business relationship with any supplier if it’s business practices violate local laws or basic international principles relating to labor standards or environmental
2. Conflicts of Interest. In selecting suppliers, you need to avoid any appearance of impropriety that might result because of business gifts or entertainment from a supplier, or even strong personal relationships between the representatives of a supplier and representatives of Dalrada.
3. Small and Minority Businesses. In the U.S., you should include qualified small, minority-owned and women-owned suppliers in the supplier selection process. You should follow similar policies where appropriate in other countries.
Supplier Prices
When purchasing products or services from suppliers, Dalrada must negotiate aggressively but fairly to obtain the best pricing. You are responsible for working in the best interest of Dalrada and in compliance with Dalrada policies and applicable law. ​ ​ ​ ​
1. Negotiating Prices. You are free to ask suppliers for their best prices for materials and services that Dalrada uses, even if those prices are more favorable than prices available to Dalrada’s competitors. In contrast, when you buy a product that Dalrada resells without substantial added value, U.S. law may prohibit receiving a discriminatory price. Consult Dalrada Legal with respect to these issues.
2. Handling Pricing Information. While Dalrada may have no legal obligation to protect price information unless required by contractual terms, negotiated price information is usually competitively significant and needs to be handled as Dalrada sensitive information. In general, you should not disclose the non-public prices of one supplier to another, or to anyone else within or outside of Dalrada who does not have a legitimate business reason to know. If disclosure of negotiated pricing information or other terms is required for Dalrada contract manufacturers or service providers, you need to abide by Dalrada policies on handling Dalrada sensitive information.
Dalrada as Customer Reference
The Dalrada brand is a valuable asset that other companies may want to exploit. You have the responsibility to help protect the Dalrada brand from unauthorized and inappropriate use. ​ ​ ​ ​
1. Promotional Materials. You may not permit any supplier or other parties to use the Dalrada name, logo or another branding in its advertising, promotional materials, customer references or the like without written approval from your Vice President.
2. Securities Offering Documents. You may not permit any supplier to mention Dalrada as a customer or disclose the terms of any contract with Dalrada in an offering document such as a prospectus or a securities registration statement without prior approval from Dalrada Legal Corporate Section.
Avoiding Conflicts of Interest
You have a duty of loyalty to Dalrada. You must avoid situations where your loyalties may be divided between Dalrada’s interests and your own. Dalrada expects you to avoid even the appearance of a conflict of interest. ​ ​ ​ ​ ​
You can avoid most conflicts of interest by following the specific rules described in these Standards. However, these rules do not cover all potential situations where your loyalty may be or may appear to be, divided. You are responsible for using your best judgment to evaluate objectively your activities that may result in a conflict of interest, and for bringing any doubtful situation to the attention of your managers so they can provide appropriate guidance. ​ ​ ​ ​
​ outside Employment & Other Activities
Dalrada policy does not prohibit all outside employment, but your duty to Dalrada is to ensure that outside employment and other activities do not negatively impact your work at Dalrada, cause you to misuse Dalrada information or assets, or result in consequences unfair to Dalrada. You may not engage in any outside employment or activities that may improperly influence, or appear to improperly influence, your judgment, decisions or actions with respect to your role at Dalrada. To assess whether a potential conflict of interest may exist, you need to consider the activities in which you may be engaging, regardless of whether you may be called an “employee,” “consultant,” “contractor,” “owner,” “investor” or “volunteer.” ​ ​ ​ ​ ​
1. Competitors. You may not work for a competitor of any Dalrada business group or operation.
2. Partners, Suppliers, and Others. You may not work for a Dalrada partner, supplier, OEM, or other associated business without written approval from your Vice President.
3. Customers. Unless you have written approval from your Vice President, you may not work for a Dalrada customer (a) in the purchase, support or disposition of Dalrada products or services, or (b) if your Dalrada group has business dealings, or you have business dealings on behalf of Dalrada, with that customer. Any other work for a customer requires written approval from your manager.
4. Advisory Boards. You may not serve on an advisory board of a competitor of any Dalrada business group or operation. You may not serve on an advisory board of any Dalrada customer, supplier, or other business partners without written approval from your Vice President.
5. Your Outside Activity.Whether working for yourself or for others, you may not sell Dalrada products or services, or products or services similar to Dalrada’s, including consulting and support services for Dalrada. You may not provide consulting, promotion, support or other services for the products or services of a Dalrada competitor.
6. Your Dalrada Employment Status. You may not provide services to Dalrada except in your role as a Dalrada employee. For example, you may not be an independent consultant to Dalrada if you are already a Dalrada employee.
7. Conflicts with Your Dalrada Job.You may not accept outside employment or engage in other activities if the resulting time demands interfere with your ability to perform your Dalrada job. Outside employment and other activities may not be carried on Dalrada premises or utilize any Dalrada resources, including computing and communication systems.
Volunteer Activities & Charitable Solicitations
Dalrada encourages your personal involvement in charitable, professional and other community organizations. However, you may experience divided loyalties even in volunteer situations. Except as part of a Dalrada-sponsored event or with written approval from your Vice President, your volunteer service must be performed on your own time, at your own risk, away from Dalrada premises, and without the use of any Dalrada resources. ​ ​ ​ ​ ​
1. Influencing Dalrada Decisions. You may not participate in Dalrada decisions regarding a charity or other organization where you volunteer. You may not advocate the organization’s interests within Dalrada without disclosing your connection to it. These limitations apply especially if you volunteer at an organization that may be an Dalrada customer, supplier, or other business partners.
2. Solicitations. You may not solicit donations, directly or through the use of company resources, on Dalrada premises or during working hours, except as part of a Dalrada-sponsored event such as a charity drive sponsored by Dalrada. You may not solicit donations from Dalrada business partners where an appearance of a conflict of interest may arise due to your status as a Dalrada employee.
​Personal Benefit or Gain from Dalrada Business
Receiving personal benefits from others because of your status as a Dalrada employee may lead to divided loyalties. You may not receive any personal profit or advantage other than your compensation from Dalrada in connection with any transaction involving Dalrada, or your status as a Dalrada employee. ​ ​ ​ ​ ​
1. Business Gifts & Entertainment. Receiving business gifts or entertainment may result in conflicts of interest. You are required to comply with the rules set forth in this policy document.
2. Business Opportunity. You may not take for yourself, or advise others to take, any potential business opportunity that would otherwise be available to Dalrada.
3. Commissions. You may not receive commissions or any other form of payment from Dalrada business partners in connection with Dalrada business transactions.
4. Business with Your Family or Friends. You must disclose to your manager all situations where you or your Dalrada group may be conducting Dalrada business with members of your family, your friends or others with whom you have a close personal relationship. With written approval from your Vice President, your Dalrada group may do business with your family members or friends, or entities they own or control, but you will be required to remove yourself from Dalrada’s decisions relating to such transactions. In no event are you permitted to provide your services to Dalrada outside your role as a Dalrada employee.
Outside Directorships
Participating on the board of directors of other companies or non-profit groups may enhance your business and leadership skills, but may also lead to conflicts of interest. Prior to service on an outside board, you must comply with the request and approval process established by Dalrada. If you are serving as a director of a company or other organization, and you encounter any situation where your role as a director may be in conflict with Dalrada’s interests, you must either withdraw from that situation or resign as a director. ​ ​ ​ ​ ​
1. Dalrada Competitors. You may not be a director of a Dalrada competitor. You may not be a director of a company or organization that supports or promotes a competitor’s products or services without written approval from Dalrada Legal and/or the Dalrada Board of Directors.
2. Dlrada Customers and Business Partners. You may not be a director of a Dalrada customer, supplier, or other business partners without written approval from Dalrada Legal and/or the Dalrada Board of Directors, or, in the case of a non-profit customer or business partner, written approval from your Vice President.
3. Dalrada Subsidiaries and Joint Ventures. You may not be a director of a Dalrada subsidiary without written approval from Dalrada Legal and/or the Board of Directors. You may not be a director of a Dalrada joint venture without written approval from Dalrada Legal and/or the Dalrada Board of Directors.
4. Conflicts with Your Dalrada job. You may not accept outside directorships if the resulting time demands interfere with your ability to perform your Dalrada job. You must remove yourself from any Dalrada decision-making with respect to the company or organization on whose board you serve.
Financial Interests in Other Businesses
A personal or family financial interest in an Dalrada customer, supplier, other business partners, or competitor has the potential to cause the appearance of divided loyalty, or to result in personal benefit because of your role at Dalrada. You may not have financial interests in any of these parties that could improperly influence your judgment in your Dalrada role. Financial interests include investment, ownership or creditor interests. ​ ​ ​ ​ ​
1. Financial Interests. You should not have financial interests in Dalrada customers, suppliers, other business partners, or competitors if (a) you are in position to influence Dalrada decisions relating to them and those decisions could affect your financial interests, and (b) your financial interests represent such a percentage of your or your family’s net worth that an actual or apparent conflict of interest exists.
Disclosing Conflicts
Your responsibility is to use your best judgment to evaluate objectively whether an outside activity, financial interest or receipt of business gifts and entertainment may lead to divided loyalties. You must promptly disclose in writing to the appropriate manager or committee any situation that could present a conflict of interest with your role at Dalrada. In situations that require management approval, the responsible manager will review the matter and communicate Dalrada’s position in writing. The manager may indicate that either (a) Dalrada has no present objection, although the situation is subject to future review if there is any change in circumstances either for you or for Dalrada, or (b) Dalrada will have no objection provided you take specific steps to resolve any potential conflict to Dalrada’s satisfaction. You will have a continuing obligation to disclose any change in circumstances that could affect Dalrada’s interests. Copies of your disclosure and Dalrada’s response will be kept in your personnel file. ​ ​ ​ ​ ​ ​
Lawsuits, Legal Proceedings & Investigations
Lawsuits, legal proceedings and investigations concerning Dalrada must be handled promptly and properly in order to protect and defend Dalrada. You are required to contact Dalrada Legal immediately in the event of a threatened lawsuit, legal proceeding or investigation brought by private parties or by any governmental agency. ​ ​ ​ ​ ​ ​
1. Service of Process. In the U.S., documents that initiate lawsuits or investigations, and subpoenas involving Dalrada, should be sent immediately to Dalrada Legal.
2. Records. Records relevant to a lawsuit, legal proceeding or investigation must not be altered or destroyed, and must be promptly produced and turned over to Dalrada Legal upon request.
3. Attorney-Client Privilege. Under U.S. law, attorney-client privilege applies only to communication in confidence to Dalrada attorneys to obtain legal advice, and communication from Dalrada attorneys applying their advice to Dalrada activities. These communications should not be copied or distributed except under the direction of an Dalrada attorney, and should be given only to the narrowest possible set of Dalrada people who have a need for them.
4. No Discussions. If you are involved on Dalrada’s behalf in a lawsuit or other legal dispute, you must avoid discussing it with anyone inside or outside of Dalrada without prior approval of Dalrada Legal. You are required to cooperate fully with Dalrada Legal in the course of the lawsuit, legal proceeding or investigation.
Safeguarding Dalrada Assets
Safeguarding Dalrada assets – both tangible and intangible property – is crucial to Dalrada’s business success. You have a duty to use Dalrada assets only for legitimate business purposes and to protect them from loss or unauthorized use. In no event may Dalrada assets be used for unlawful or improper purposes. ​ ​ ​ ​ ​ ​
Finance & Accounting Practices ​ ​ ​ ​ ​ ​
​ The accuracy and integrity of Dalrada’s books and records are paramount for Dalrada’s business success. Your duty is to ensure that Dalrada maintains its books and records in accordance with generally accepted accounting principles and all regulatory requirements that apply to a U.S. publicly traded company. ​ ​ ​ ​ ​
1. Accounting Principles. You must comply with generally accepted accounting principles for the U.S. and for every country in which you conduct Dalrada business. You are required to execute all transactions involving Dalrada in accordance with Dalrada policies and procedures.
2. Unrecorded Funds. You may not establish any undisclosed or unrecorded Dalrada fund, asset or liability for any purpose.
3. False Entries. You may not make, or contribute to or facilitate the making of, any false or misleading entries in Dalrada’s books or records for any reason.
4. Revenue and Expense Recognition. You may not enter into any transaction or agreement that accelerates, postpones or otherwise manipulates the accurate and timely recording of business revenues or expenses
5. Authorization. You must be authorized under the appropriate Dalrada delegation of authority policy in order to have access to Dalrada funds or assets. You may use Dalrada funds and assets only for legitimate Dalrada business purposes.
6. Payments. You may not make any payment on Dalrada’s behalf without adequate supporting documentation, or for any purpose other than as described in the documents.
7. Independent Auditor. Dalrada’s outside auditors have the duty to review Dalrada records in a fair and accurate manner. You may not engage, directly or indirectly, any outside auditors of Dalrada to perform any audit, audit-related, tax or other services, including consulting, without written approval from the Dalrada CEO and the Audit Committee of the Dalrada board. ​
Political Contributions & Activities
Dalrada’s public policy agenda includes the election of public officials who understand Dalrada’s business interests and support legislation important to Dalrada. Dalrada funds and other assets may be used as political contributions only as allowed by law and in accordance with Dalrada policies set forth by Dalrada. ​ ​ ​ ​ ​ ​ ​
1. Personal Activities. While you are encouraged to participate in your community and the political process, you may not create the impression that you are speaking or acting for Dalrada. You are encouraged to make personal contributions to political candidates of your choice; however, Dalrada will not reimburse you for personal contributions. ​
2. Lobbying Activities. In the course of your employment, you may not engage in any activity intended to influence legislation or rulemaking, or engage lobbyists or others to do so, without the express written authorization from the CEO. ​
Intellectual Property
Dalrada’s intellectual property portfolio, including patents, trademarks, copyrights, and trade secrets, is vital to its business success. The intellectual property that you generate while doing your job contributes to Dalrada’s strength, and you have a duty to protect these valuable assets from misuse and unauthorized disclosure. Dalrada invests substantial amounts of money in you as an employee, in the development of products, services and business processes, and in the protection of related intellectual property. Just as we expect others to honor our intellectual property rights, we must honor the rights of others. ​ ​ ​ ​ ​ ​ ​
1. Ownership. Dalrada generally owns the intellectual property that you generate during the period of your employment at Dalrada, or that is created by other parties for Dalrada. You may not privately protect or exploit intellectual property generated during the course of your employment with Dalrada, unless written permission is obtained from Dalrada or otherwise permitted by law. ​
2. Licensing Agreements. In order to use the intellectual property of another party, or to allow others to use the intellectual property of Dalrada, Dalrada needs to enter into an appropriate written license agreement. For standard product licensing, you are required to contact and work through Dalrada Legal. You may not grant customers, suppliers, other business partners or anyone else any special rights relating to Dalrada intellectual property under non-standard agreements without written approval from your Vice President, and the CEO. ​
3. Copyrights. You may not duplicate, install or use software in violation of its copyright or applicable license terms, including the software installed on your computer or on network areas under your control. Unless proper permission has been obtained from the copyright owner, you may not copy for any reason any copyrighted materials, including text, artwork, images, photographs, videos, music, web pages and other forms of expression, whether they are in hardcopy or electronic media. ​
4. Patents and Inventions. Your inventions may be protected by patents, and it is important that you promptly disclose them to Dalrada. You may not publish or disclose any invention or trade secret without written approval from Dalrada Legal. ​
5. Trademarks. You may not allow any outside party to use Dalrada’s name, logo or trademarks except within programs authorized by Dalrada. In order to avoid potential trademark infringement claims against Dalrada, you need to contact Dalrada Legal before using any new name, slogan or mark for any product, program or service. ​
6. Trade Secrets and Confidentiality. You must not share any Dalrada sensitive information with anyone except in accordance with Dalrada policies and guidelines. ​
Personal Use of Dalrada Resources
Dalrada provides a wide variety of assets for its employees in conducting company business – including computers, communications systems and other equipment and materials. Although you may occasionally use some of these resources for incidental personal activities, it is your duty to keep this usage to a minimum and to comply with all Dalrada policies and guidelines. Excessive personal use of Dalrada resources increases Dalrada’s costs and expenses, reduces availability of the resources for Dalrada’s business needs, and may adversely affect your job performance. The rules below apply to your use of Dalrada resources even outside your working hours and outside Dalrada premises. ​ ​ ​ ​ ​ ​ ​
1. Computer and Communication Systems. While you may occasionally use Dalrada’s telephone and computer systems to send or receive personal messages, to access Internet materials that are not directly business-related, or to create personal documents or files, you are required to keep these activities to a minimum.
2. Prohibited Activity. You may not use any Dalrada resource in violation of the law. You may not allow other people, including your friends and family, to use Dalrada resources for any purpose. You may not use any Dalrada resource to create, transmit, store or display messages, images or materials that are for personal gain, solicitations, chain letters, or are threatening, sexually explicit, harassing or otherwise demeaning to any person or group. Such misuse of Dalrada assets is misconduct, and may lead to immediate termination of employment.
3. Security. You may not use any Dalrada asset for personal activities that may lead to the loss or damage of the asset. You are responsible for safeguarding the integrity of Dalrada systems, including not exposing the system to computing viruses or enabling a breach of Dalrada’s security firewall. You are required to comply with the policies set forth by for the appropriate use and security of Dalrada’s electronic systems. ​
4. Inspection. Dalrada may access and inspect all Dalrada resources that you may use for personal activity, including Dalrada computers, servers and systems, telephones, voicemail systems, desks, lockers, cabinets, vehicles and other equipment belonging to Dalrada. You should not have any expectation of personal privacy in any messages or records created or transmitted via Dalrada systems, including electronic documents, e-mail and voice mail, regardless of whether you have personal passwords or filing systems. For reasons related to safety, supervision, security and other concerns, Dalrada may inspect persons and property on Dalrada premises at any time and without notice, subject to applicable local laws. ​
Respecting Dalrada’s Colleagues & the Community
Dalrada is committed to creating and maintaining a diverse and inclusive work environment based on respect for the individual, and to being a good corporate citizen in every community in which we do business. You have a duty to Dalrada to abide by the policies and guidelines that foster these company objectives. ​ ​ ​ ​ ​ ​ ​
Employee Relations
Dalrada’s core values include trust and respect for individuals. Dalrada believes that diversity and inclusion are key drivers of creativity, innovation and invention. You have a duty to embody and promote these values in your daily activities. You must comply with all laws and Dalrada policies relating to the treatment of all workers. ​ ​ ​ ​ ​ ​ ​
1. No Discrimination or Harassment. Dalrada is committed to maintain a work environment free from discrimination and harassment. You are required to treat everyone with whom you interact — including customers, employees, other workers at Dalrada, suppliers, business partners, visitors and shareholders — with dignity, respect and courtesy. Any comments or conduct relating to a person’s gender, color, race, ancestry, religion, national origin, age, physical or mental disability, sexual orientation, gender identity/expression or covered veteran status that fail to respect the dignity and feeling of the individual are unacceptable. ​
2. Misconduct. In general, misconduct is illegal or harmful activity that involves or affects Dalrada and its employees. Misconduct includes, among other things, violation of the provisions of these Standards of Business Conduct, theft, records falsification, involvement with unlawful drugs, unauthorized use of alcohol, violence, threats, harassment, possession of weapons, and insubordination. If you engage in misconduct, you are subject to immediate termination of employment.
3. Safety, Security & Data Protection. You are required to comply with all applicable law and Dalrada policies to promote an injury-free and secure workplace. ​
Citizenship
One of Dalrada’s key corporate objectives is good citizenship. Dalrada has a responsibility to operate as a good corporate citizen and to make a positive contribution to the customers, communities, and shareholders that we serve. At a minimum, “citizenship” is a commitment made by a company striving to do business in a manner that upholds local, national, and international standards and values everywhere it invests and operates, in areas including the environment, ethics, and labor practices. ​ ​ ​ ​ ​ ​ ​
Citizenship impacts every business group within Dalrada. Your individual responsibility in dealing with your internal and external relationships is to conduct yourself in a manner that is consistent with Dalrada’s corporate objective for citizenship. ​ ​ ​ ​ ​ ​ ​
The information contained herein is subject to change without notice. ​ ​ ​ ​ ​ ​ ​
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DALRADA FINANCIAL CORPORATION
Standards of Business Conduct
The Dalrada Financial Corporation Standards of Business Conduct embody the fundamental principles that govern our ethical and legal obligations to Dalrada. They pertain not only to our conduct within the company but also to conduct involving our customers, partners, employees, suppliers, and competitors.
Compliance
Dalrada conducts its business with uncompromising integrity. Every member of our Company — directors, executives, managers, employees and business partners – has a duty to comply with all applicable law and adhere to the highest standards of business ethics.
These Standards of Business Conduct set forth fundamental principles of law and ethics governing the way that Dalrada does business. These Standards are not the exclusive source of guidance and information on Dalrada’s expectations, but they serve as the basis for other Dalrada policies and guidelines.
1. Employees. Dalrada employees at every level must comply with these Standards, and associated policies and guidelines. Failure to do so is considered misconduct and may lead to termination of employment. In particular, all executive officers and senior financial officers, their staffs, and all managers and other employees contributing to Dalrada’s financial record-keeping must comply strictly with Dalrada finance and accounting standards, policies, and guidelines.
2. Board of Directors. Members of the Dalrada board of directors are subject to these Standards as well as additional guidance relating to their special responsibilities.
3. Suppliers & Partners. Dalrada requires its suppliers, including consultants and contractors, and partners to conduct their businesses in a legal and ethical manner.
Personal Responsibility
The Standards of Business Conduct do not, by themselves, ensure ethical conduct. Every member of the Dalrada community has a personal responsibility to embody and model ethical behavior. Dalrada executives and other managers are responsible to lead by example and to ensure that all team members learn and have the opportunity to discuss the practical application of these Standards. Managers are expected to review these Standards with their teams on at least an annual basis. Everyone has a duty to be vigilant for circumstances that may indicate illegal or unethical behavior and to act appropriately in a timely manner to prevent improper conduct. Any waivers of these Standards of Business Conduct for Dalrada executive officers or directors will only be granted by the Dalrada board of directors in exceptional circumstances and will be disclosed promptly to shareholders.
Reporting Violations
If you observe possible illegal or unethical conduct, you should report it to Dalrada management It is Dalrada’s policy that no employee will suffer adverse action for honestly raising an ethical or legal concern. Reporting on an anonymous basis is available via the contact information set forth below. ​
The following violation reporting mechanisms are available to you:
Email: boarddalrada@dalrada.com ​
Telephone: 858 277 5300 ​
Mail: Dalrada Financial Corporation, Office of Business Practices ​
10601-G Tierrasanta Boulevard, Suite 3440, San Diego, CA 92124 ​
Conducting Dalrada Business ​
Dalrada conducts its business fairly, legally and with integrity. While working for the best interests of Dalrada, you have a duty to be ethical and lawful in your dealings with customers, partners, suppliers, other business partners, and competitors, as well as your Dalrada colleagues. ​
Contracting Practices
When Dalrada is selling or buying products and services, or entering into other commitments, Dalrada needs to embody the rights and obligations of each party in appropriate written contracts. This practice builds strong business relationships and ensures accurate company record-keeping. If you have dealings with Dalrada customers, suppliers, business partners, or outside parties, you are required to understand the basic principles of business transactions and to abide by Dalrada contracting policies and guidelines. ​
1. Authorization. You may not commit Dalrada to undertake any performance, payment or other obligation unless you are authorized under the appropriate Dalrada delegation of authority policies
2. Contracts. Properly written contracts document the use of Dalrada funds and assets; define the rights and obligations of Dalrada and other parties; establish protections against liability, and provide tools for handling disputes. You may not enter into any agreement or engage in any activity that may violate applicable law. You may not use side letters, “off-the-books” arrangements, or other express or implied agreements outside standard Dalrada contracting processes. You may not use letters of intent or memoranda of understanding without prior review by Dalrada Legal.
3. Sham Transactions. You may not enter into any transaction with a customer, supplier, or other business partners that facilitate improper revenue recognition, expense treatment or other accounting improprieties on the part of either Dalrada or the business partner.
Antitrust & Competition
Antitrust and competition laws serve to maintain an environment in which companies compete fairly at all levels. You have a responsibility to Dalrada to ensure that your business activities do not violate applicable antitrust and competition laws. ​
Business Gifts & Entertainment
From time to time, Dalrada may provide business amenities, or allow employees to accept business amenities, to aid in building legitimate business relationships. Business amenities include any gift, meal, service, entertainment, reimbursement, loan, favor, or anything else of value. ​ ​
Your decisions on behalf of Dalrada must be free from undue influence. You may not provide or receive business amenities when doing so may create the appearance of undue influence. This restriction applies to amenities given to or received from representatives of current or potential customers, partners, suppliers, and competitors, as well as their families, your family, and others with whom you or they have close personal relationships. ​ ​
If you are unsure whether you may give or accept a proposed gift, entertainment or other business amenities, you should disclose the situation to your manager. ​ ​
Anti-Corruption
No one acting on Dalrada’s behalf may use bribes, kickbacks or other corrupt practices in conducting Dalrada business. You are required to comply strictly with all ethical standards and applicable law in every jurisdiction in which Dalrada does business. ​ ​ ​
1. Commissions & Finder Fees. You may make commission or fee arrangements only under written agreements with bona fide commercial distributors, sales representatives, agents or consultants. Any commission or finder fee for assistance in securing orders must be reasonable and consistent with local laws and normal industry practice. You may not enter into any fee arrangements with any entity in which a government official or employee has an interest, or with respect to sales to a government unless permitted by law and with written approval from Dalrada’s General Counsel. You may not pay any commission or compensation to employees or other representatives of customers, channel partners, suppliers, other business partners or competitors. An exception is made for openly announced incentive programs, such as sales contests, approved in writing by an appropriate Dalrada Vice President.
Serving Dalrada Customers
Dalrada wins and maintains customer relationships based on the quality and value of its products and services. Your duty is to deal fairly and truthfully with our customers and provide the best service that you can. ​ ​ ​ ​
Advertising Practices
Advertising laws are not uniform, but in general, statements in Dalrada advertising and promotional materials need to be fair, factual, and complete. To support Dalrada’s marketing strategy and to comply with applicable law, you need to abide by the policies and guidelines of Dalrada and to consult Dalrada Legal as necessary. ​ ​ ​ ​
Marketing & Sales Practices
Dalrada marketing and sales practices reflect Dalrada’s commitment to honest and fair dealings with their current and potential customers. You may not engage in any misleading or deceptive marketing and sales practices. ​ ​ ​ ​
1. Deceptive Statements. You may not make false or misleading statements about Dalrada products or services, or those of competitors, in marketing or sales activities.
2. Illegal Bundling. If Dalrada has a strong market position for one product or service, Dalrada may not force a customer to buy another product or service that is bundled with the first.
3. Customer Information. Dalrada has the responsibility to safeguard and use properly, including storage and transmission, personal data that it collects from current and potential customers.
Relating to Dalrada Competitors
Dalrada succeeds by competing vigorously and fairly in the marketplace in full compliance with applicable antitrust, competition and other laws. Your interactions with Dalrada competitors must be fair and respect the law. ​ ​ ​
Dealings with Competitors
There are many occasions to interact with competitors. Antitrust and competition laws generally prohibit agreements between competitors that would eliminate or restrict their competition with each other. You are responsible for avoiding contacts with competitors that may be construed to violate antitrust or competition law principles. If you have any questions about contacts with competitors, contact Dalrada Legal. ​ ​ ​ ​
1. Prohibited Agreements and Topics of Discussion. You may not make agreements, express or implied, with any Dalrada competitor to set prices, divide territories, or allocate customers for competing products or services. You may not discuss with competitors any non-public or future price information, terms of sale, costs, margins, marketing plans, or similar confidential information.
2. Trade Associations.When representing Dalrada in trade associations, standard-setting bodies, consortia, and other industry organizations, you need to be aware of the risk that the participating companies may be perceived as using the meetings to reach anti-competitive agreements. You may not participate in groups engaging in activities that violate antitrust and competition laws. If a competitor uses a legitimate forum to discuss subjects that are prohibited, you must refuse to participate, and if the discussion continues, you must leave the meeting immediately and noticeably. Before you join any group involving competitors, or if the charter of a group changes, you need to review the situation with Dalrada Legal.
Competitive Information
Dalrada must have timely and complete information about industry developments in order to stay competitive. You may obtain competitive information only by fair and legal methods. ​ ​ ​ ​
1. Public Information. You may review any public information, such as published specifications, trade journal articles, and other materials that a competitor has released to other companies without restrictions.
2. Non-public Information. You may not obtain non-public information by illegal activities involving industrial espionage or by asking a competitor’s employees or contractors, or former employees or contractors, to violate their obligations regarding the competitor’s confidential data. You may not examine information about competitive proposals or products that were submitted to customers, suppliers, other business partners or anyone else with the understanding they would treat it as confidential. Contact Dalrada Legal if you have any question about Dalrada’s right to use any particular information.
3. Improper Tactics. You may not misrepresent who you are or for whom you work when you ask for competitive information. You may not use or engage consultants, agents, friends or others to undertake activities to obtain competitive information that would be unacceptable if pursued by you.
Competitive Practices ​
Dalrada competes aggressively in the marketplace, but not in violation of the law or at the expense of its reputation for fair dealing. You are responsible for conducting Dalrada business in a professional, ethical and legal manner. ​ ​ ​ ​
1. Commenting on the Competition. Dalrada competes based on the quality and value of its products and services, not by disparaging the competition. Your statements about competitors need to be fair, factual and complete. While forceful marketing messages may be appropriate, you may not make false, misleading, unfair or unprofessional comments about competitors or others outside Dalrada, even in messages, presentations and other materials intended for internal use at Dalrada.
2. Interference with Contracts. Once a customer has placed a firm order with a competitor, you may not engage in activities to interfere with the performance of that contract.
Dealing with Dalrada Suppliers
Dalrada suppliers are of great strategic importance. When buying products and services, you have a duty to deal with suppliers fairly and in compliance with applicable law and Dalrada policies. Suppliers include indirect goods and service providers, consultants, contractors, and anyone else who provides a product or service to Dalrada. ​ ​ ​ ​
Choosing Suppliers
Dalrada selects suppliers based on the merits of their products, services, and business practices. You are required to follow Dalrada policies in choosing suppliers on a basis that serves Dalrada’s interests and protects Dalrada’s reputation. ​ ​ ​ ​
1. Selection. Dalrada purchasing decisions should reflect your best judgment about a supplier’s technology, quality, responsiveness, delivery capabilities, cost, environmental performance, and financial stability. You may not establish a business relationship with any supplier if it’s business practices violate local laws or basic international principles relating to labor standards or environmental
2. Conflicts of Interest. In selecting suppliers, you need to avoid any appearance of impropriety that might result because of business gifts or entertainment from a supplier, or even strong personal relationships between the representatives of a supplier and representatives of Dalrada.
3. Small and Minority Businesses. In the U.S., you should include qualified small, minority-owned and women-owned suppliers in the supplier selection process. You should follow similar policies where appropriate in other countries.
Supplier Prices
When purchasing products or services from suppliers, Dalrada must negotiate aggressively but fairly to obtain the best pricing. You are responsible for working in the best interest of Dalrada and in compliance with Dalrada policies and applicable law. ​ ​ ​ ​
1. Negotiating Prices. You are free to ask suppliers for their best prices for materials and services that Dalrada uses, even if those prices are more favorable than prices available to Dalrada’s competitors. In contrast, when you buy a product that Dalrada resells without substantial added value, U.S. law may prohibit receiving a discriminatory price. Consult Dalrada Legal with respect to these issues.
2. Handling Pricing Information. While Dalrada may have no legal obligation to protect price information unless required by contractual terms, negotiated price information is usually competitively significant and needs to be handled as Dalrada sensitive information. In general, you should not disclose the non-public prices of one supplier to another, or to anyone else within or outside of Dalrada who does not have a legitimate business reason to know. If disclosure of negotiated pricing information or other terms is required for Dalrada contract manufacturers or service providers, you need to abide by Dalrada policies on handling Dalrada sensitive information.
Dalrada as Customer Reference
The Dalrada brand is a valuable asset that other companies may want to exploit. You have the responsibility to help protect the Dalrada brand from unauthorized and inappropriate use. ​ ​ ​ ​
1. Promotional Materials. You may not permit any supplier or other parties to use the Dalrada name, logo or another branding in its advertising, promotional materials, customer references or the like without written approval from your Vice President.
2. Securities Offering Documents. You may not permit any supplier to mention Dalrada as a customer or disclose the terms of any contract with Dalrada in an offering document such as a prospectus or a securities registration statement without prior approval from Dalrada Legal Corporate Section.
Avoiding Conflicts of Interest
You have a duty of loyalty to Dalrada. You must avoid situations where your loyalties may be divided between Dalrada’s interests and your own. Dalrada expects you to avoid even the appearance of a conflict of interest. ​ ​ ​ ​ ​
You can avoid most conflicts of interest by following the specific rules described in these Standards. However, these rules do not cover all potential situations where your loyalty may be or may appear to be, divided. You are responsible for using your best judgment to evaluate objectively your activities that may result in a conflict of interest, and for bringing any doubtful situation to the attention of your managers so they can provide appropriate guidance. ​ ​ ​ ​
​ outside Employment & Other Activities
Dalrada policy does not prohibit all outside employment, but your duty to Dalrada is to ensure that outside employment and other activities do not negatively impact your work at Dalrada, cause you to misuse Dalrada information or assets, or result in consequences unfair to Dalrada. You may not engage in any outside employment or activities that may improperly influence, or appear to improperly influence, your judgment, decisions or actions with respect to your role at Dalrada. To assess whether a potential conflict of interest may exist, you need to consider the activities in which you may be engaging, regardless of whether you may be called an “employee,” “consultant,” “contractor,” “owner,” “investor” or “volunteer.” ​ ​ ​ ​ ​
1. Competitors. You may not work for a competitor of any Dalrada business group or operation.
2. Partners, Suppliers, and Others. You may not work for a Dalrada partner, supplier, OEM, or other associated business without written approval from your Vice President.
3. Customers. Unless you have written approval from your Vice President, you may not work for a Dalrada customer (a) in the purchase, support or disposition of Dalrada products or services, or (b) if your Dalrada group has business dealings, or you have business dealings on behalf of Dalrada, with that customer. Any other work for a customer requires written approval from your manager.
4. Advisory Boards. You may not serve on an advisory board of a competitor of any Dalrada business group or operation. You may not serve on an advisory board of any Dalrada customer, supplier, or other business partners without written approval from your Vice President.
5. Your Outside Activity.Whether working for yourself or for others, you may not sell Dalrada products or services, or products or services similar to Dalrada’s, including consulting and support services for Dalrada. You may not provide consulting, promotion, support or other services for the products or services of a Dalrada competitor.
6. Your Dalrada Employment Status. You may not provide services to Dalrada except in your role as a Dalrada employee. For example, you may not be an independent consultant to Dalrada if you are already a Dalrada employee.
7. Conflicts with Your Dalrada Job.You may not accept outside employment or engage in other activities if the resulting time demands interfere with your ability to perform your Dalrada job. Outside employment and other activities may not be carried on Dalrada premises or utilize any Dalrada resources, including computing and communication systems.
Volunteer Activities & Charitable Solicitations
Dalrada encourages your personal involvement in charitable, professional and other community organizations. However, you may experience divided loyalties even in volunteer situations. Except as part of a Dalrada-sponsored event or with written approval from your Vice President, your volunteer service must be performed on your own time, at your own risk, away from Dalrada premises, and without the use of any Dalrada resources. ​ ​ ​ ​ ​
1. Influencing Dalrada Decisions. You may not participate in Dalrada decisions regarding a charity or other organization where you volunteer. You may not advocate the organization’s interests within Dalrada without disclosing your connection to it. These limitations apply especially if you volunteer at an organization that may be an Dalrada customer, supplier, or other business partners.
2. Solicitations. You may not solicit donations, directly or through the use of company resources, on Dalrada premises or during working hours, except as part of a Dalrada-sponsored event such as a charity drive sponsored by Dalrada. You may not solicit donations from Dalrada business partners where an appearance of a conflict of interest may arise due to your status as a Dalrada employee.
​Personal Benefit or Gain from Dalrada Business
Receiving personal benefits from others because of your status as a Dalrada employee may lead to divided loyalties. You may not receive any personal profit or advantage other than your compensation from Dalrada in connection with any transaction involving Dalrada, or your status as a Dalrada employee. ​ ​ ​ ​ ​
1. Business Gifts & Entertainment. Receiving business gifts or entertainment may result in conflicts of interest. You are required to comply with the rules set forth in this policy document.
2. Business Opportunity. You may not take for yourself, or advise others to take, any potential business opportunity that would otherwise be available to Dalrada.
3. Commissions. You may not receive commissions or any other form of payment from Dalrada business partners in connection with Dalrada business transactions.
4. Business with Your Family or Friends. You must disclose to your manager all situations where you or your Dalrada group may be conducting Dalrada business with members of your family, your friends or others with whom you have a close personal relationship. With written approval from your Vice President, your Dalrada group may do business with your family members or friends, or entities they own or control, but you will be required to remove yourself from Dalrada’s decisions relating to such transactions. In no event are you permitted to provide your services to Dalrada outside your role as a Dalrada employee.
Outside Directorships
Participating on the board of directors of other companies or non-profit groups may enhance your business and leadership skills, but may also lead to conflicts of interest. Prior to service on an outside board, you must comply with the request and approval process established by Dalrada. If you are serving as a director of a company or other organization, and you encounter any situation where your role as a director may be in conflict with Dalrada’s interests, you must either withdraw from that situation or resign as a director. ​ ​ ​ ​ ​
1. Dalrada Competitors. You may not be a director of a Dalrada competitor. You may not be a director of a company or organization that supports or promotes a competitor’s products or services without written approval from Dalrada Legal and/or the Dalrada Board of Directors.
2. Dlrada Customers and Business Partners. You may not be a director of a Dalrada customer, supplier, or other business partners without written approval from Dalrada Legal and/or the Dalrada Board of Directors, or, in the case of a non-profit customer or business partner, written approval from your Vice President.
3. Dalrada Subsidiaries and Joint Ventures. You may not be a director of a Dalrada subsidiary without written approval from Dalrada Legal and/or the Board of Directors. You may not be a director of a Dalrada joint venture without written approval from Dalrada Legal and/or the Dalrada Board of Directors.
4. Conflicts with Your Dalrada job. You may not accept outside directorships if the resulting time demands interfere with your ability to perform your Dalrada job. You must remove yourself from any Dalrada decision-making with respect to the company or organization on whose board you serve.
Financial Interests in Other Businesses
A personal or family financial interest in an Dalrada customer, supplier, other business partners, or competitor has the potential to cause the appearance of divided loyalty, or to result in personal benefit because of your role at Dalrada. You may not have financial interests in any of these parties that could improperly influence your judgment in your Dalrada role. Financial interests include investment, ownership or creditor interests. ​ ​ ​ ​ ​
1. Financial Interests. You should not have financial interests in Dalrada customers, suppliers, other business partners, or competitors if (a) you are in position to influence Dalrada decisions relating to them and those decisions could affect your financial interests, and (b) your financial interests represent such a percentage of your or your family’s net worth that an actual or apparent conflict of interest exists.
Disclosing Conflicts
Your responsibility is to use your best judgment to evaluate objectively whether an outside activity, financial interest or receipt of business gifts and entertainment may lead to divided loyalties. You must promptly disclose in writing to the appropriate manager or committee any situation that could present a conflict of interest with your role at Dalrada. In situations that require management approval, the responsible manager will review the matter and communicate Dalrada’s position in writing. The manager may indicate that either (a) Dalrada has no present objection, although the situation is subject to future review if there is any change in circumstances either for you or for Dalrada, or (b) Dalrada will have no objection provided you take specific steps to resolve any potential conflict to Dalrada’s satisfaction. You will have a continuing obligation to disclose any change in circumstances that could affect Dalrada’s interests. Copies of your disclosure and Dalrada’s response will be kept in your personnel file. ​ ​ ​ ​ ​ ​
Lawsuits, Legal Proceedings & Investigations
Lawsuits, legal proceedings and investigations concerning Dalrada must be handled promptly and properly in order to protect and defend Dalrada. You are required to contact Dalrada Legal immediately in the event of a threatened lawsuit, legal proceeding or investigation brought by private parties or by any governmental agency. ​ ​ ​ ​ ​ ​
1. Service of Process. In the U.S., documents that initiate lawsuits or investigations, and subpoenas involving Dalrada, should be sent immediately to Dalrada Legal.
2. Records. Records relevant to a lawsuit, legal proceeding or investigation must not be altered or destroyed, and must be promptly produced and turned over to Dalrada Legal upon request.
3. Attorney-Client Privilege. Under U.S. law, attorney-client privilege applies only to communication in confidence to Dalrada attorneys to obtain legal advice, and communication from Dalrada attorneys applying their advice to Dalrada activities. These communications should not be copied or distributed except under the direction of an Dalrada attorney, and should be given only to the narrowest possible set of Dalrada people who have a need for them.
4. No Discussions. If you are involved on Dalrada’s behalf in a lawsuit or other legal dispute, you must avoid discussing it with anyone inside or outside of Dalrada without prior approval of Dalrada Legal. You are required to cooperate fully with Dalrada Legal in the course of the lawsuit, legal proceeding or investigation.
Safeguarding Dalrada Assets
Safeguarding Dalrada assets – both tangible and intangible property – is crucial to Dalrada’s business success. You have a duty to use Dalrada assets only for legitimate business purposes and to protect them from loss or unauthorized use. In no event may Dalrada assets be used for unlawful or improper purposes. ​ ​ ​ ​ ​ ​
Finance & Accounting Practices ​ ​ ​ ​ ​ ​
​ The accuracy and integrity of Dalrada’s books and records are paramount for Dalrada’s business success. Your duty is to ensure that Dalrada maintains its books and records in accordance with generally accepted accounting principles and all regulatory requirements that apply to a U.S. publicly traded company. ​ ​ ​ ​ ​
1. Accounting Principles. You must comply with generally accepted accounting principles for the U.S. and for every country in which you conduct Dalrada business. You are required to execute all transactions involving Dalrada in accordance with Dalrada policies and procedures.
2. Unrecorded Funds. You may not establish any undisclosed or unrecorded Dalrada fund, asset or liability for any purpose.
3. False Entries. You may not make, or contribute to or facilitate the making of, any false or misleading entries in Dalrada’s books or records for any reason.
4. Revenue and Expense Recognition. You may not enter into any transaction or agreement that accelerates, postpones or otherwise manipulates the accurate and timely recording of business revenues or expenses
5. Authorization. You must be authorized under the appropriate Dalrada delegation of authority policy in order to have access to Dalrada funds or assets. You may use Dalrada funds and assets only for legitimate Dalrada business purposes.
6. Payments. You may not make any payment on Dalrada’s behalf without adequate supporting documentation, or for any purpose other than as described in the documents.
7. Independent Auditor. Dalrada’s outside auditors have the duty to review Dalrada records in a fair and accurate manner. You may not engage, directly or indirectly, any outside auditors of Dalrada to perform any audit, audit-related, tax or other services, including consulting, without written approval from the Dalrada CEO and the Audit Committee of the Dalrada board. ​
Political Contributions & Activities
Dalrada’s public policy agenda includes the election of public officials who understand Dalrada’s business interests and support legislation important to Dalrada. Dalrada funds and other assets may be used as political contributions only as allowed by law and in accordance with Dalrada policies set forth by Dalrada. ​ ​ ​ ​ ​ ​ ​
1. Personal Activities. While you are encouraged to participate in your community and the political process, you may not create the impression that you are speaking or acting for Dalrada. You are encouraged to make personal contributions to political candidates of your choice; however, Dalrada will not reimburse you for personal contributions. ​
2. Lobbying Activities. In the course of your employment, you may not engage in any activity intended to influence legislation or rulemaking, or engage lobbyists or others to do so, without the express written authorization from the CEO. ​
Intellectual Property
Dalrada’s intellectual property portfolio, including patents, trademarks, copyrights, and trade secrets, is vital to its business success. The intellectual property that you generate while doing your job contributes to Dalrada’s strength, and you have a duty to protect these valuable assets from misuse and unauthorized disclosure. Dalrada invests substantial amounts of money in you as an employee, in the development of products, services and business processes, and in the protection of related intellectual property. Just as we expect others to honor our intellectual property rights, we must honor the rights of others. ​ ​ ​ ​ ​ ​ ​
1. Ownership. Dalrada generally owns the intellectual property that you generate during the period of your employment at Dalrada, or that is created by other parties for Dalrada. You may not privately protect or exploit intellectual property generated during the course of your employment with Dalrada, unless written permission is obtained from Dalrada or otherwise permitted by law. ​
2. Licensing Agreements. In order to use the intellectual property of another party, or to allow others to use the intellectual property of Dalrada, Dalrada needs to enter into an appropriate written license agreement. For standard product licensing, you are required to contact and work through Dalrada Legal. You may not grant customers, suppliers, other business partners or anyone else any special rights relating to Dalrada intellectual property under non-standard agreements without written approval from your Vice President, and the CEO. ​
3. Copyrights. You may not duplicate, install or use software in violation of its copyright or applicable license terms, including the software installed on your computer or on network areas under your control. Unless proper permission has been obtained from the copyright owner, you may not copy for any reason any copyrighted materials, including text, artwork, images, photographs, videos, music, web pages and other forms of expression, whether they are in hardcopy or electronic media. ​
4. Patents and Inventions. Your inventions may be protected by patents, and it is important that you promptly disclose them to Dalrada. You may not publish or disclose any invention or trade secret without written approval from Dalrada Legal. ​
5. Trademarks. You may not allow any outside party to use Dalrada’s name, logo or trademarks except within programs authorized by Dalrada. In order to avoid potential trademark infringement claims against Dalrada, you need to contact Dalrada Legal before using any new name, slogan or mark for any product, program or service. ​
6. Trade Secrets and Confidentiality. You must not share any Dalrada sensitive information with anyone except in accordance with Dalrada policies and guidelines. ​
Personal Use of Dalrada Resources
Dalrada provides a wide variety of assets for its employees in conducting company business – including computers, communications systems and other equipment and materials. Although you may occasionally use some of these resources for incidental personal activities, it is your duty to keep this usage to a minimum and to comply with all Dalrada policies and guidelines. Excessive personal use of Dalrada resources increases Dalrada’s costs and expenses, reduces availability of the resources for Dalrada’s business needs, and may adversely affect your job performance. The rules below apply to your use of Dalrada resources even outside your working hours and outside Dalrada premises. ​ ​ ​ ​ ​ ​ ​
1. Computer and Communication Systems. While you may occasionally use Dalrada’s telephone and computer systems to send or receive personal messages, to access Internet materials that are not directly business-related, or to create personal documents or files, you are required to keep these activities to a minimum.
2. Prohibited Activity. You may not use any Dalrada resource in violation of the law. You may not allow other people, including your friends and family, to use Dalrada resources for any purpose. You may not use any Dalrada resource to create, transmit, store or display messages, images or materials that are for personal gain, solicitations, chain letters, or are threatening, sexually explicit, harassing or otherwise demeaning to any person or group. Such misuse of Dalrada assets is misconduct, and may lead to immediate termination of employment.
3. Security. You may not use any Dalrada asset for personal activities that may lead to the loss or damage of the asset. You are responsible for safeguarding the integrity of Dalrada systems, including not exposing the system to computing viruses or enabling a breach of Dalrada’s security firewall. You are required to comply with the policies set forth by for the appropriate use and security of Dalrada’s electronic systems. ​
4. Inspection. Dalrada may access and inspect all Dalrada resources that you may use for personal activity, including Dalrada computers, servers and systems, telephones, voicemail systems, desks, lockers, cabinets, vehicles and other equipment belonging to Dalrada. You should not have any expectation of personal privacy in any messages or records created or transmitted via Dalrada systems, including electronic documents, e-mail and voice mail, regardless of whether you have personal passwords or filing systems. For reasons related to safety, supervision, security and other concerns, Dalrada may inspect persons and property on Dalrada premises at any time and without notice, subject to applicable local laws. ​
Respecting Dalrada’s Colleagues & the Community
Dalrada is committed to creating and maintaining a diverse and inclusive work environment based on respect for the individual, and to being a good corporate citizen in every community in which we do business. You have a duty to Dalrada to abide by the policies and guidelines that foster these company objectives. ​ ​ ​ ​ ​ ​ ​
Employee Relations
Dalrada’s core values include trust and respect for individuals. Dalrada believes that diversity and inclusion are key drivers of creativity, innovation and invention. You have a duty to embody and promote these values in your daily activities. You must comply with all laws and Dalrada policies relating to the treatment of all workers. ​ ​ ​ ​ ​ ​ ​
1. No Discrimination or Harassment. Dalrada is committed to maintain a work environment free from discrimination and harassment. You are required to treat everyone with whom you interact — including customers, employees, other workers at Dalrada, suppliers, business partners, visitors and shareholders — with dignity, respect and courtesy. Any comments or conduct relating to a person’s gender, color, race, ancestry, religion, national origin, age, physical or mental disability, sexual orientation, gender identity/expression or covered veteran status that fail to respect the dignity and feeling of the individual are unacceptable. ​
2. Misconduct. In general, misconduct is illegal or harmful activity that involves or affects Dalrada and its employees. Misconduct includes, among other things, violation of the provisions of these Standards of Business Conduct, theft, records falsification, involvement with unlawful drugs, unauthorized use of alcohol, violence, threats, harassment, possession of weapons, and insubordination. If you engage in misconduct, you are subject to immediate termination of employment.
3. Safety, Security & Data Protection. You are required to comply with all applicable law and Dalrada policies to promote an injury-free and secure workplace. ​
Citizenship
One of Dalrada’s key corporate objectives is good citizenship. Dalrada has a responsibility to operate as a good corporate citizen and to make a positive contribution to the customers, communities, and shareholders that we serve. At a minimum, “citizenship” is a commitment made by a company striving to do business in a manner that upholds local, national, and international standards and values everywhere it invests and operates, in areas including the environment, ethics, and labor practices. ​ ​ ​ ​ ​ ​ ​
Citizenship impacts every business group within Dalrada. Your individual responsibility in dealing with your internal and external relationships is to conduct yourself in a manner that is consistent with Dalrada’s corporate objective for citizenship. ​ ​ ​ ​ ​ ​ ​
The information contained herein is subject to change without notice. ​ ​ ​ ​ ​ ​ ​
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DALRADA FINANCIAL CORPORATION
BOARD OF DIRECTORS
Dalrada Financial Corporation’s Board of Director s is composed of elite business professionals from multiple industries who are dedicated to the Company’s mission.
   Brian BONAR
   Chairman & Board Director
     TECHNOLOGY, ENGINEERING
With a strong technical background, Mr. Brian Bonar holds more than 18 years’ experience with IBM in Europe, Asia, and the USA. In addition, Mr. Bonar holds 20 years’ experience in high growth companies - both private and public - in various locations in the USA and the United Kingdom.
Quite different from CEOs that often get featured in glossy pages of magazines and television programs, Mr. Bonar never trained scholastically for a career in business. An alumnus of James Watt Technology College with a B.S. in Technical Engineering and a Master’s degree in Mechanical Engineering, Mr. Bonar advanced in various technological corporations. His experience at IBM, QMS, and Rastek Corporation developed his management capabilities to launch Bezier Systems, a production company that manufactured printers equipped with the SCSI program. His natural and highly advanced talent for building creative things during his collegiate days provided the foundation for Mr. Bonar to implement great entrepreneurial structure and bring further success to his companies.
Mr. Bonar was the Chairman and CEO of The Solvis Group from 2003 – 2006 that provided staffing, PEO, and ASO services to mainly medical and call center market segments. From 2004 – 2009, Mr. Bonar was the Chairman and CEO of Dalrada Financial Corporation, then a California based financial service corporation, that provided workers compensation, health insurance, and various other insurance products directly to the end consumer marketed via various PEO and staffing companies. From September 2007 – 2009, Mr. Bonar was the President and a member of the Board of Directors of Allegiant Professional, a publicly traded company. Also, from September 2007 – 2009, Mr. Bonar founded AMS Outsourcing, a PEO focused mainly on the transport marketplace that established an international presence in the Czech Republic and Mexico. From 2004 – 2009, Mr. Bonar was a member of the Board of Directors of the following companies and organizations: The Solvis Group, Warning Management Corporation, Dalrada Financial Corporation, American Marine, LLC, Alliance National Insurance Company, The Boys and Girls Club of Greater San Diego, and Trucept, Inc. With this pronounced intelligence in both Business Management and Engineering, Mr. Bonar became sought after for mergers and acquisitions.
Mr. Bonar is currently the Chairman of the Board and CEO of Dalrada Financial Corporation (OTCQB: DFCO, “Dalrada”). Dalrada’s new business model focuses on the innovation of alternative Science, Engineering, and Technology solutions that provide products and services within Healthcare, Low-Carbon Clean Energy, Information Technology Solutions, and Equipment Parts. As publicly traded company, Dalrada has proven consistent explosive growth. Mr. Bonar serves as the perfect example of an individual who applied his knowledge of Engineering and evolved into being a great businessman. Mr. Bonar holds the Honorary title, Lord Bonar of Wilcrick, Cardiff, Wales United Kingdom.
   Brian KENDRICK
   Board Director
     AVIATION
Brian Kendrick has served as a board member of Dalrada since August 2019 and is an international aviation industry expert. With more than 35 years of expertise, Kendrick's tech industry experience is unsurpassed.
Beginning his career as a computer programmer, he developed one of the first systems for tracking aircraft owners throughout the world, and his affinity for the industry has ultimately allowed him to focus almost exclusively on aviation. Kendrick has been involved in forming charter companies as well as running operations with established fleets, serving as President, Director, Owner, and Manager of several well-known aviation-based companies. He has also managed inspections, purchases, and deliveries of a wide range of aircraft. Employed by Mint Air, Inc. since 2017, he brings his expertise to the company’s specialization in mid-size to large corporate jet aircraft, including Boeing NNJ, Gulfstream GIV, Gulfstream G200, Citation Jet and others, supervising nearly two dozen aircraft en route to destinations around the world. Kendrick has delivered in excess of 600 various types of aircraft across the globe and has been the chief surveyor, pre-buy inspection officer, negotiations and closings expert, and title transfer specialist, while overseeing multiple successful aircraft brokerage businesses.
Dalrada Financial continues to add key components and various industry experts like Brian Kendrick to bolster the company’s efforts in leadership in technology-centered, innovation-focused manufacturing and health care products.
   Fawad NISAR
   Board Director
   SCIENCE, ENGINEERING
Fawad Nisar has served as Chief Operating Officer of Dalrada since January 2020 and is credited with fast-tracking exponential growth within the company. With a Master’s Degree in Biochemical Engineering, over 20 years of executive leadership, and vast experience in business, science, engineering, sales and technology, his influence further accelerates the Company's global implementation strategy.
His professional career began at Wyeth Pharmaceuticals. There, in his role as Biochemical Engineer, he created one of the first monoclonal targeted antibody drugs to treat acute myeloid leukemia. His career and influence continually elevated from that point. He served as Senior Director and Jr. Partner for Trellist Marketing and Technology from January 2015 through May 2018. From May 2018 through January 2019, he served as Vice President of Marketing and eCommerce for Isodiol International, Inc. For Trucept, Inc., he served as Executive Vice President of Marketing from April 2019 until January 2020. Mr. Nisar is known for significantly improving business operations, increasing gross profit margins, expanding key client partnerships, and building efficient management teams. His collective experience in executing marketing, sales, technology, and operational efficiencies has resulted in high-growth products and services for companies in healthcare, pharmaceutical, retail, engineering/product development, chemical manufacturing, and research & development. He is regarded as a decisive leader, thinker, collaborator and achiever, with critical hands-on strategic experience in not only discovering how data, insights, design, and human behavior culminate into sound business decisions, but also in implementing these elements and analytics to scale business in the global market. Dalrada looks forward to further expansion with Mr. Nisar and his results-oriented, passionate, professional mindset and proven skills.
   Fletcher ROBBE
   Board Director
    FINANCE
Fletcher Robbe has served as a board member of the Company since July 2019. He is the Managing Partner of Fletcher Robbe International Attorneys at Law and has served as the company’s corporate counsel and legal services provider.
The firm has more than 40 years of experience providing expert representation to domestic and multi-national public and private corporations within many industries and sectors including investment banking firms, hedge funds, family offices, and private wealth individuals. Fletcher Robbe International’s practice is global in scope and provides cutting edge and technologically-advanced legal services that are both complex and dynamic, expertise that aligns perfectly with Dalrada. The Company looks forward to exponential growth resulting from Mr. Robbe’s valuable insights and extensive experience in the markets they serve.
   Harvey HERSHKOWITZ
   Board Director
    HEALTHCARE, TECHNOLOGY
Harvey Hershkowitz has been a board member of the Company since July of 2020. His extensive track record in business and the healthcare industry furthers Dalrada's global vision and business expansion strategy.
Mr. Hershkowitz’s network is worldwide, and he continually expands his global business acumen. Serving on many boards and being Chairman to many, he has a notable track record with spring-boarding start-ups, raising capital, and positioning corporations in the global market where he actively expands his reach and network. With more than 35-years’ experience in the healthcare industry with top Fortune 10 companies including consulting, Information Technology (IT), software, professional services, nursing schools, management, building and development, his background is ideal for creating global industry growth. In addition, he has successfully spearheaded companies in business, IT, residential, wellness centers, commercial development, acute care hospitals, skilled nursing facilities, major physician groups, biosciences, pharmaceutical and healthcare construction boards.
Dalrada looks forward to continually expanding its portfolio of companies with the diligent and enthusiastic leadership of Mr. Hershkowitz.
   Pauline GOURDIE
   Board Director
    SUPPLY CHAIN, RECRUITMENT
Pauline Gourdie joined the Board of Directors for Dalrada in August 2019. With a Bachelor of Science Degree in Industrial and Labor Relations from Cornell University and 20 years of experience managing individuals and teams, Gourdie brings to the company an extensive knowledge of international supply chain management, customer account and relationship management, and recruitment and development.
She was instrumental in the implementation of fulfilmeShe was instrumental in the implementation of fulfilment and manufacturing centers for IBM and Lenovo in the United States, United Kingdom, Eastern Europe, and China. She oversaw start-up operations for the fulfilment center in China and served as Business Process lead for Europe during the IBM/Lenovo IT segmentation and subsequent separation. Working with Lenovo, Gourdie continued her post as senior lead role in restructuring projects, working closely with WW Real Estate to establish new fulfilment centers in Slovakia, Poland, and Scotland, while also serving as the Europe, Middle East, and Africa (EMEA) representative in the global steering group.nt and manufacturing centers for IBM and Lenovo in the United States, United Kingdom, Eastern Europe, and China. She oversaw start-up operations for the fulfilment center in China and served as Business Process lead for Europe during the IBM/Lenovo IT segmentation and subsequent separation. Working with Lenovo, Gourdie continued her post as senior lead role in restructuring projects, working closely with WW Real Estate to establish new fulfilment centers in Slovakia, Poland, and Scotland, while also serving as the Europe, Middle East, and Africa (EMEA) representative in the global steering group.
In 2009, Gourdie took a step away from the corporate world, establishing herself as a business consultant, servicing clients with process development and operational and planning needs in Europe and the U.S. Moving into Human Resource Management, in 2016, Gourdie established CSL Staffing, a boutique general staffing service, providing staffing solutions for businesses in the San Diego and greater Southern California areas. The company realized profit and growth from its inception. Her aim has always been to provide flexible and adaptable solutions for organizations to drive growth in dynamic environments.
With Gourdie’s proven track record of delivering key projects on time and within budget, Dalrada looks forward to her work with each subsidiary partner to help expansion efforts, reduce cost, and increase profitability.
   Tom GILES
   Board Director
    TECHNOLOGY, CLEAN ENERGY
Mr. Giles is an accomplished executive with proven leadership in designing and deploying business strategies that drive bottom-line profits. Mr. Giles’ executive management leadership includes technology and healthcare industries with a focus on artificial intelligence (AI) and machine learning (ML) to reduce time and expense to market.
Mr. Giles is proficient in establishing and launching new global marketing and sales initiatives and can effectively analyze and translate market needs into product and service innovations. Mr. Giles has held General Manager, industry lead, and advisor roles in well-established corporations to early-stage ventures and incubators. During his career, Mr. Giles has aided more than 20 companies with building business plans, identifying customer targets, raising capital, creating corporate sponsorships, and hiring executive management and sales teams.
Mr. Giles’ accomplishments include being a founding member of the IBM Watson launch team and raising more than $200 million in capital for startups and venture funds.
In addition, Mr. Giles builds strategic partnerships and has done so for major corporations including IBM, GE, Accenture, T-Mobile, and DST.
Mr. Giles presides on multiple Boards in the technology and community outreach sectors. He holds a Business degree from San Diego State University.
   Anthony ZOLEZZI
   Board Director
    CLEAN ENERGY, SUSTAINABILITY
Mr. Zolezzi believes climate change is a considerable threat to the environment and to lives around the world. He is committed to implementing global sustainability and health initiatives.
A career highlight for Mr. Zolezzi was consulting directly with HRH Charles, Prince of Wales, to develop and produce his book and accompanying documentary, Harmony. Both feature Prince Charles’ personal health and sustainability initiatives. Over the last 30 years, Mr. Zolezzi has worked to improve the food supply through organic agriculture, supporting small family farms, and cleaning up the planet through recycling remediation businesses and initiatives. Mr. Zolezzi’s business achievements include:
  • Creating a partnership between Wild Oats Market and Walmart to make wellness products both affordable and accessible, which became one of the most successful product launches in Walmart’s history
  • Co-founding Code Blue Recycling, which filed 19 unique recycling patents, and partnered with PepsiCo, Whole Foods Market and Waste Management to implement a large-scale recycling program. The company was sold to Waste Management in 2006 and was renamed Greenopolis
  • Co-founded and launched Pet Promise Natural Pet Food, which quickly became the leader in the natural pet food category. The company was sold to Nestlé Purina in 2004
  • Co-created the Association of Family Farms to bring primarily small beef and pork processors together, which successfully ended as the supply chain for Chipotle
  • Zolezzi and his team successfully created an avenue for large scale recycling of PET and waste cardboard into recycled roof board with its first customer, Tesla’s battery plant, for Continuus Materials in 2018 which was a portfolio company of The Emerging Infrastructure Fund
  • Mr. Zolezzi was an operating partner at Pegasus Capital for six years. He was responsible for sustainability initiatives and spent the last two years co-Chairing the Wellness Committee
Mr. Zolezzi was responsible for creating the Bubba Gump Shrimp Company, putting Horizon Organic Milk into Starbucks, and was the initiator of then Uber Fresh pilot in Santa Monica which ultimately became Uber Eats.
A graduate of Loyola Marymount University, Mr. Zolezzi also entered MBA and Executive Programs including the Kellogg School at Northwestern.
Chairing the Organic Center for Education and Promotion, Mr. Zolezzi served on the Board of Directors of the Organic Alliance and the Board of Directors of Vitamin Angels. Currently, he sits on the Board of Directors of Twin Lab, Wild Oats Marketplace, and Diomics where he serves as CEO and Vice Chairman.
Mr. Zolezzi is the author of seven books including: Uncharted Waters, Do Something: Leave Your Mark on the World, The Detachment Paradox and Chemical-Free Kids: How to Safeguard Your Child’s Diet and Environment. Mr. Zolezzi and his wife have five children and six grandchildren.
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DALRADA FINANCIAL CORPORATION
BOARD OF DIRECTORS
Dalrada Financial Corporation’s Board of Director s is composed of elite business professionals from multiple industries who are dedicated to the Company’s mission.
Brian BONAR
Chairman & Board Director
TECHNOLOGY, ENGINEERING
With a strong technical background, Mr. Brian Bonar holds more than 18 years’ experience with IBM in Europe, Asia, and the USA. In addition, Mr. Bonar holds 20 years’ experience in high growth companies – both private and public – in various locations in the USA and the United Kingdom.
Quite different from CEOs that often get featured in glossy pages of magazines and television programs, Mr. Bonar never trained scholastically for a career in business. An alumnus of James Watt Technology College with a B.S. in Technical Engineering and a Master’s degree in Mechanical Engineering, Mr. Bonar advanced in various technological corporations. His experience at IBM, QMS, and Rastek Corporation developed his management capabilities to launch Bezier Systems, a production company that manufactured printers equipped with the SCSI program. His natural and highly advanced talent for building creative things during his collegiate days provided the foundation for Mr. Bonar to implement great entrepreneurial structure and bring further success to his companies.
Mr. Bonar was the Chairman and CEO of The Solvis Group from 2003 – 2006 that provided staffing, PEO, and ASO services to mainly medical and call center market segments. From 2004 – 2009, Mr. Bonar was the Chairman and CEO of Dalrada Financial Corporation, then a California based financial service corporation, that provided workers compensation, health insurance, and various other insurance products directly to the end consumer marketed via various PEO and staffing companies. From September 2007 – 2009, Mr. Bonar was the President and a member of the Board of Directors of Allegiant Professional, a publicly traded company. Also, from September 2007 – 2009, Mr. Bonar founded AMS Outsourcing, a PEO focused mainly on the transport marketplace that established an international presence in the Czech Republic and Mexico. From 2004 – 2009, Mr. Bonar was a member of the Board of Directors of the following companies and organizations: The Solvis Group, Warning Management Corporation, Dalrada Financial Corporation, American Marine, LLC, Alliance National Insurance Company, The Boys and Girls Club of Greater San Diego, and Trucept, Inc. With this pronounced intelligence in both Business Management and Engineering, Mr. Bonar became sought after for mergers and acquisitions.
Mr. Bonar is currently the Chairman of the Board and CEO of Dalrada Financial Corporation (OTCQB: DFCO, “Dalrada”). Dalrada’s new business model focuses on the innovation of alternative Science, Engineering, and Technology solutions that provide products and services within Healthcare, Low-Carbon Clean Energy, Information Technology Solutions, and Equipment Parts. As publicly traded company, Dalrada has proven consistent explosive growth. Mr. Bonar serves as the perfect example of an individual who applied his knowledge of Engineering and evolved into being a great businessman. Mr. Bonar holds the Honorary title, Lord Bonar of Wilcrick, Cardiff, Wales United Kingdom.
Brian KENDRICK
Board Director
AVIATION
Brian Kendrick has served as a board member of Dalrada since August 2019 and is an international aviation industry expert. With more than 35 years of expertise, Kendrick’s tech industry experience is unsurpassed.
Beginning his career as a computer programmer, he developed one of the first systems for tracking aircraft owners throughout the world, and his affinity for the industry has ultimately allowed him to focus almost exclusively on aviation. Kendrick has been involved in forming charter companies as well as running operations with established fleets, serving as President, Director, Owner, and Manager of several well-known aviation-based companies. He has also managed inspections, purchases, and deliveries of a wide range of aircraft. Employed by Mint Air, Inc. since 2017, he brings his expertise to the company’s specialization in mid-size to large corporate jet aircraft, including Boeing NNJ, Gulfstream GIV, Gulfstream G200, Citation Jet and others, supervising nearly two dozen aircraft en route to destinations around the world. Kendrick has delivered in excess of 600 various types of aircraft across the globe and has been the chief surveyor, pre-buy inspection officer, negotiations and closings expert, and title transfer specialist, while overseeing multiple successful aircraft brokerage businesses.
Dalrada Financial continues to add key components and various industry experts like Brian Kendrick to bolster the company’s efforts in leadership in technology-centered, innovation-focused manufacturing and health care products.
Fawad NISAR
Board Director
SCIENCE, ENGINEERING
Fawad Nisar has served as Chief Operating Officer of Dalrada since January 2020 and is credited with fast-tracking exponential growth within the company. With a Master’s Degree in Biochemical Engineering, over 20 years of executive leadership, and vast experience in business, science, engineering, sales and technology, his influence further accelerates the Company’s global implementation strategy.
His professional career began at Wyeth Pharmaceuticals. There, in his role as Biochemical Engineer, he created one of the first monoclonal targeted antibody drugs to treat acute myeloid leukemia. His career and influence continually elevated from that point. He served as Senior Director and Jr. Partner for Trellist Marketing and Technology from January 2015 through May 2018. From May 2018 through January 2019, he served as Vice President of Marketing and eCommerce for Isodiol International, Inc. For Trucept, Inc., he served as Executive Vice President of Marketing from April 2019 until January 2020. Mr. Nisar is known for significantly improving business operations, increasing gross profit margins, expanding key client partnerships, and building efficient management teams. His collective experience in executing marketing, sales, technology, and operational efficiencies has resulted in high-growth products and services for companies in healthcare, pharmaceutical, retail, engineering/product development, chemical manufacturing, and research & development. He is regarded as a decisive leader, thinker, collaborator and achiever, with critical hands-on strategic experience in not only discovering how data, insights, design, and human behavior culminate into sound business decisions, but also in implementing these elements and analytics to scale business in the global market. Dalrada looks forward to further expansion with Mr. Nisar and his results-oriented, passionate, professional mindset and proven skills.
Fletcher ROBBE
Board Director
FINANCE
Fletcher Robbe has served as a board member of the Company since July 2019. He is the Managing Partner of Fletcher Robbe International Attorneys at Law and has served as the company’s corporate counsel and legal services provider.
The firm has more than 40 years of experience providing expert representation to domestic and multi-national public and private corporations within many industries and sectors including investment banking firms, hedge funds, family offices, and private wealth individuals. Fletcher Robbe International’s practice is global in scope and provides cutting edge and technologically-advanced legal services that are both complex and dynamic, expertise that aligns perfectly with Dalrada. The Company looks forward to exponential growth resulting from Mr. Robbe’s valuable insights and extensive experience in the markets they serve.
Harvey HERSHKOWITZ
Board Director
HEALTHCARE, TECHNOLOGY
Harvey Hershkowitz has been a board member of the Company since July of 2020. His extensive track record in business and the healthcare industry furthers Dalrada’s global vision and business expansion strategy.
Mr. Hershkowitz’s network is worldwide, and he continually expands his global business acumen. Serving on many boards and being Chairman to many, he has a notable track record with spring-boarding start-ups, raising capital, and positioning corporations in the global market where he actively expands his reach and network. With more than 35-years’ experience in the healthcare industry with top Fortune 10 companies including consulting, Information Technology (IT), software, professional services, nursing schools, management, building and development, his background is ideal for creating global industry growth. In addition, he has successfully spearheaded companies in business, IT, residential, wellness centers, commercial development, acute care hospitals, skilled nursing facilities, major physician groups, biosciences, pharmaceutical and healthcare construction boards.
Dalrada looks forward to continually expanding its portfolio of companies with the diligent and enthusiastic leadership of Mr. Hershkowitz.
Pauline GOURDIE
Board Director
SUPPLY CHAIN, RECRUITMENT
Pauline Gourdie joined the Board of Directors for Dalrada in August 2019. With a Bachelor of Science Degree in Industrial and Labor Relations from Cornell University and 20 years of experience managing individuals and teams, Gourdie brings to the company an extensive knowledge of international supply chain management, customer account and relationship management, and recruitment and development.
She was instrumental in the implementation of fulfilment and manufacturing centers for IBM and Lenovo in the United States, United Kingdom, Eastern Europe, and China. She oversaw start-up operations for the fulfilment center in China and served as Business Process lead for Europe during the IBM/Lenovo IT segmentation and subsequent separation. Working with Lenovo, Gourdie continued her post as senior lead role in restructuring projects, working closely with WW Real Estate to establish new fulfilment centers in Slovakia, Poland, and Scotland, while also serving as the Europe, Middle East, and Africa (EMEA) representative in the global steering group.
In 2009, Gourdie took a step away from the corporate world, establishing herself as a business consultant, servicing clients with process development and operational and planning needs in Europe and the U.S. Moving into Human Resource Management, in 2016, Gourdie established CSL Staffing, a boutique general staffing service, providing staffing solutions for businesses in the San Diego and greater Southern California areas. The company realized profit and growth from its inception. Her aim has always been to provide flexible and adaptable solutions for organizations to drive growth in dynamic environments.
With Gourdie’s proven track record of delivering key projects on time and within budget, Dalrada looks forward to her work with each subsidiary partner to help expansion efforts, reduce cost, and increase profitability.
Tom GILES
Board Director
TECHNOLOGY, CLEAN ENERGY
Mr. Giles is an accomplished executive with proven leadership in designing and deploying business strategies that drive bottom-line profits. Mr. Giles’ executive management leadership includes technology and healthcare industries with a focus on artificial intelligence (AI) and machine learning (ML) to reduce time and expense to market.
Mr. Giles is proficient in establishing and launching new global marketing and sales initiatives and can effectively analyze and translate market needs into product and service innovations. Mr. Giles has held General Manager, industry lead, and advisor roles in well-established corporations to early-stage ventures and incubators. During his career, Mr. Giles has aided more than 20 companies with building business plans, identifying customer targets, raising capital, creating corporate sponsorships, and hiring executive management and sales teams.
Mr. Giles’ accomplishments include being a founding member of the IBM Watson launch team and raising more than $200 million in capital for startups and venture funds.
In addition, Mr. Giles builds strategic partnerships and has done so for major corporations including IBM, GE, Accenture, T-Mobile, and DST.
Mr. Giles presides on multiple Boards in the technology and community outreach sectors. He holds a Business degree from San Diego State University.
Anthony ZOLEZZI
Board Director
CLEAN ENERGY, SUSTAINABILITY
Mr. Zolezzi believes climate change is a considerable threat to the environment and to lives around the world. He is committed to implementing global sustainability and health initiatives.
A career highlight for Mr. Zolezzi was consulting directly with HRH Charles, Prince of Wales, to develop and produce his book and accompanying documentary, Harmony. Both feature Prince Charles’ personal health and sustainability initiatives. Over the last 30 years, Mr. Zolezzi has worked to improve the food supply through organic agriculture, supporting small family farms, and cleaning up the planet through recycling remediation businesses and initiatives. Mr. Zolezzi’s business achievements include:
  • Creating a partnership between Wild Oats Market and Walmart to make wellness products both affordable and accessible, which became one of the most successful product launches in Walmart’s history
  • Co-founding Code Blue Recycling, which filed 19 unique recycling patents, and partnered with PepsiCo, Whole Foods Market and Waste Management to implement a large-scale recycling program. The company was sold to Waste Management in 2006 and was renamed Greenopolis
  • Co-founded and launched Pet Promise Natural Pet Food, which quickly became the leader in the natural pet food category. The company was sold to Nestlé Purina in 2004
  • Co-created the Association of Family Farms to bring primarily small beef and pork processors together, which successfully ended as the supply chain for Chipotle
  • Zolezzi and his team successfully created an avenue for large scale recycling of PET and waste cardboard into recycled roof board with its first customer, Tesla’s battery plant, for Continuus Materials in 2018 which was a portfolio company of The Emerging Infrastructure Fund
  • Mr. Zolezzi was an operating partner at Pegasus Capital for six years. He was responsible for sustainability initiatives and spent the last two years co-Chairing the Wellness Committee
Mr. Zolezzi was responsible for creating the Bubba Gump Shrimp Company, putting Horizon Organic Milk into Starbucks, and was the initiator of then Uber Fresh pilot in Santa Monica which ultimately became Uber Eats.
A graduate of Loyola Marymount University, Mr. Zolezzi also entered MBA and Executive Programs including the Kellogg School at Northwestern.
Chairing the Organic Center for Education and Promotion, Mr. Zolezzi served on the Board of Directors of the Organic Alliance and the Board of Directors of Vitamin Angels. Currently, he sits on the Board of Directors of Twin Lab, Wild Oats Marketplace, and Diomics where he serves as CEO and Vice Chairman.
Mr. Zolezzi is the author of seven books including: Uncharted Waters, Do Something: Leave Your Mark on the World, The Detachment Paradox and Chemical-Free Kids: How to Safeguard Your Child’s Diet and Environment. Mr. Zolezzi and his wife have five children and six grandchildren.
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DALRADA FINANCIAL CORPORATION
BOARD OF DIRECTORS
Dalrada Financial Corporation’s Board of Director s is composed of elite business professionals from multiple industries who are dedicated to the Company’s mission.
   Brian BONAR
   Chairman & Board Director
   TECHNOLOGY, ENGINEERING
With a strong technical background, Mr. Brian Bonar holds more than 18 years’ experience with IBM in Europe, Asia, and the USA. In addition, Mr. Bonar holds 20 years’ experience in high growth companies - both private and public - in various locations in the USA and the United Kingdom.
Quite different from CEOs that often get featured in glossy pages of magazines and television programs, Mr. Bonar never trained scholastically for a career in business. An alumnus of James Watt Technology College with a B.S. in Technical Engineering and a Master’s degree in Mechanical Engineering, Mr. Bonar advanced in various technological corporations. His experience at IBM, QMS, and Rastek Corporation developed his management capabilities to launch Bezier Systems, a production company that manufactured printers equipped with the SCSI program. His natural and highly advanced talent for building creative things during his collegiate days provided the foundation for Mr. Bonar to implement great entrepreneurial structure and bring further success to his companies.
Mr. Bonar was the Chairman and CEO of The Solvis Group from 2003 – 2006 that provided staffing, PEO, and ASO services to mainly medical and call center market segments. From 2004 – 2009, Mr. Bonar was the Chairman and CEO of Dalrada Financial Corporation, then a California based financial service corporation, that provided workers compensation, health insurance, and various other insurance products directly to the end consumer marketed via various PEO and staffing companies. From September 2007 – 2009, Mr. Bonar was the President and a member of the Board of Directors of Allegiant Professional, a publicly traded company. Also, from September 2007 – 2009, Mr. Bonar founded AMS Outsourcing, a PEO focused mainly on the transport marketplace that established an international presence in the Czech Republic and Mexico. From 2004 – 2009, Mr. Bonar was a member of the Board of Directors of the following companies and organizations: The Solvis Group, Warning Management Corporation, Dalrada Financial Corporation, American Marine, LLC, Alliance National Insurance Company, The Boys and Girls Club of Greater San Diego, and Trucept, Inc. With this pronounced intelligence in both Business Management and Engineering, Mr. Bonar became sought after for mergers and acquisitions.
Mr. Bonar is currently the Chairman of the Board and CEO of Dalrada Financial Corporation (OTCQB: DFCO, “Dalrada”). Dalrada’s new business model focuses on the innovation of alternative Science, Engineering, and Technology solutions that provide products and services within Healthcare, Low-Carbon Clean Energy, Information Technology Solutions, and Equipment Parts. As publicly traded company, Dalrada has proven consistent explosive growth. Mr. Bonar serves as the perfect example of an individual who applied his knowledge of Engineering and evolved into being a great businessman. Mr. Bonar holds the Honorary title, Lord Bonar of Wilcrick, Cardiff, Wales United Kingdom.
   Brian KENDRICK
   Board Director
    AVIATION
Brian Kendrick has served as a board member of Dalrada since August 2019 and is an international aviation industry expert. With more than 35 years of expertise, Kendrick's tech industry experience is unsurpassed.
Beginning his career as a computer programmer, he developed one of the first systems for tracking aircraft owners throughout the world, and his affinity for the industry has ultimately allowed him to focus almost exclusively on aviation. Kendrick has been involved in forming charter companies as well as running operations with established fleets, serving as President, Director, Owner, and Manager of several well-known aviation-based companies. He has also managed inspections, purchases, and deliveries of a wide range of aircraft. Employed by Mint Air, Inc. since 2017, he brings his expertise to the company’s specialization in mid-size to large corporate jet aircraft, including Boeing NNJ, Gulfstream GIV, Gulfstream G200, Citation Jet and others, supervising nearly two dozen aircraft en route to destinations around the world. Kendrick has delivered in excess of 600 various types of aircraft across the globe and has been the chief surveyor, pre-buy inspection officer, negotiations and closings expert, and title transfer specialist, while overseeing multiple successful aircraft brokerage businesses.
Dalrada Financial continues to add key components and various industry experts like Brian Kendrick to bolster the company’s efforts in leadership in technology-centered, innovation-focused manufacturing and health care products.
   Fawad NISAR
   Board Director
   SCIENCE, ENGINEERING
Fawad Nisar has served as Chief Operating Officer of Dalrada since January 2020 and is credited with fast-tracking exponential growth within the company. With a Master’s Degree in Biochemical Engineering, over 20 years of executive leadership, and vast experience in business, science, engineering, sales and technology, his influence further accelerates the Company's global implementation strategy.
His professional career began at Wyeth Pharmaceuticals. There, in his role as Biochemical Engineer, he created one of the first monoclonal targeted antibody drugs to treat acute myeloid leukemia. His career and influence continually elevated from that point. He served as Senior Director and Jr. Partner for Trellist Marketing and Technology from January 2015 through May 2018. From May 2018 through January 2019, he served as Vice President of Marketing and eCommerce for Isodiol International, Inc. For Trucept, Inc., he served as Executive Vice President of Marketing from April 2019 until January 2020. Mr. Nisar is known for significantly improving business operations, increasing gross profit margins, expanding key client partnerships, and building efficient management teams. His collective experience in executing marketing, sales, technology, and operational efficiencies has resulted in high-growth products and services for companies in healthcare, pharmaceutical, retail, engineering/product development, chemical manufacturing, and research & development. He is regarded as a decisive leader, thinker, collaborator and achiever, with critical hands-on strategic experience in not only discovering how data, insights, design, and human behavior culminate into sound business decisions, but also in implementing these elements and analytics to scale business in the global market. Dalrada looks forward to further expansion with Mr. Nisar and his results-oriented, passionate, professional mindset and proven skills.
   Fletcher ROBBE
   Board Director
    FINANCE
Fletcher Robbe has served as a board member of the Company since July 2019. He is the Managing Partner of Fletcher Robbe International Attorneys at Law and has served as the company’s corporate counsel and legal services provider
The firm has more than 40 years of experience providing expert representation to domestic and multi-national public and private corporations within many industries and sectors including investment banking firms, hedge funds, family offices, and private wealth individuals. Fletcher Robbe International’s practice is global in scope and provides cutting edge and technologically-advanced legal services that are both complex and dynamic, expertise that aligns perfectly with Dalrada. The Company looks forward to exponential growth resulting from Mr. Robbe’s valuable insights and extensive experience in the markets they serve.
   Harvey HERSHKOWITZ
   Board Director
    HEALTHCARE, TECHNOLOGY
Harvey Hershkowitz has been a board member of the Company since July of 2020. His extensive track record in business and the healthcare industry furthers Dalrada's global vision and business expansion strategy.
Mr. Hershkowitz’s network is worldwide, and he continually expands his global business acumen. Serving on many boards and being Chairman to many, he has a notable track record with spring-boarding start-ups, raising capital, and positioning corporations in the global market where he actively expands his reach and network. With more than 35-years’ experience in the healthcare industry with top Fortune 10 companies including consulting, Information Technology (IT), software, professional services, nursing schools, management, building and development, his background is ideal for creating global industry growth. In addition, he has successfully spearheaded companies in business, IT, residential, wellness centers, commercial development, acute care hospitals, skilled nursing facilities, major physician groups, biosciences, pharmaceutical and healthcare construction boards.
Dalrada looks forward to continually expanding its portfolio of companies with the diligent and enthusiastic leadership of Mr. Hershkowitz.
   Pauline GOURDIE
   Board Director
    SUPPLY CHAIN, RECRUITMENT
Pauline Gourdie joined the Board of Directors for Dalrada in August 2019. With a Bachelor of Science Degree in Industrial and Labor Relations from Cornell University and 20 years of experience managing individuals and teams, Gourdie brings to the company an extensive knowledge of international supply chain management, customer account and relationship management, and recruitment and development.
She was instrumental in the implementation of fulfilment and manufacturing centers for IBM and Lenovo in the United States, United Kingdom, Eastern Europe, and China. She oversaw start-up operations for the fulfilment center in China and served as Business Process lead for Europe during the IBM/Lenovo IT segmentation and subsequent separation. Working with Lenovo, Gourdie continued her post as senior lead role in restructuring projects, working closely with WW Real Estate to establish new fulfilment centers in Slovakia, Poland, and Scotland, while also serving as the Europe, Middle East, and Africa (EMEA) representative in the global steering group.
In 2009, Gourdie took a step away from the corporate world, establishing herself as a business consultant, servicing clients with process development and operational and planning needs in Europe and the U.S. Moving into Human Resource Management, in 2016, Gourdie established CSL Staffing, a boutique general staffing service, providing staffing solutions for businesses in the San Diego and greater Southern California areas. The company realized profit and growth from its inception. Her aim has always been to provide flexible and adaptable solutions for organizations to drive growth in dynamic environments.
With Gourdie’s proven track record of delivering key projects on time and within budget, Dalrada looks forward to her work with each subsidiary partner to help expansion efforts, reduce cost, and increase profitability.
   Tom GILES
   Board Director
    TECHNOLOGY, CLEAN ENERGY
Mr. Giles is an accomplished executive with proven leadership in designing and deploying business strategies that drive bottom-line profits. Mr. Giles’ executive management leadership includes technology and healthcare industries with a focus on artificial intelligence (AI) and machine learning (ML) to reduce time and expense to market.
Mr. Giles is proficient in establishing and launching new global marketing and sales initiatives and can effectively analyze and translate market needs into product and service innovations. Mr. Giles has held General Manager, industry lead, and advisor roles in well-established corporations to early-stage ventures and incubators. During his career, Mr. Giles has aided more than 20 companies with building business plans, identifying customer targets, raising capital, creating corporate sponsorships, and hiring executive management and sales teams.
Mr. Giles’ accomplishments include being a founding member of the IBM Watson launch team and raising more than $200 million in capital for startups and venture funds.
In addition, Mr. Giles builds strategic partnerships and has done so for major corporations including IBM, GE, Accenture, T-Mobile, and DST.
Mr. Giles presides on multiple Boards in the technology and community outreach sectors. He holds a Business degree from San Diego State University.
   Anthony ZOLEZZI
   Board Director
    CLEAN ENERGY, SUSTAINABILITY
Mr. Zolezzi believes climate change is a considerable threat to the environment and to lives around the world. He is committed to implementing global sustainability and health initiatives.
A career highlight for Mr. Zolezzi was consulting directly with HRH Charles, Prince of Wales, to develop and produce his book and accompanying documentary, Harmony. Both feature Prince Charles’ personal health and sustainability initiatives. Over the last 30 years, Mr. Zolezzi has worked to improve the food supply through organic agriculture, supporting small family farms, and cleaning up the planet through recycling remediation businesses and initiatives. Mr. Zolezzi’s business achievements include:
  • Creating a partnership between Wild Oats Market and Walmart to make wellness products both affordable and accessible, which became one of the most successful product launches in Walmart’s history
  • Co-founding Code Blue Recycling, which filed 19 unique recycling patents, and partnered with PepsiCo, Whole Foods Market and Waste Management to implement a large-scale recycling program. The company was sold to Waste Management in 2006 and was renamed Greenopolis
  • Co-founded and launched Pet Promise Natural Pet Food, which quickly became the leader in the natural pet food category. The company was sold to Nestlé Purina in 2004
  • Co-created the Association of Family Farms to bring primarily small beef and pork processors together, which successfully ended as the supply chain for Chipotle
  • Zolezzi and his team successfully created an avenue for large scale recycling of PET and waste cardboard into recycled roof board with its first customer, Tesla’s battery plant, for Continuus Materials in 2018 which was a portfolio company of The Emerging Infrastructure Fund
  • Mr. Zolezzi was an operating partner at Pegasus Capital for six years. He was responsible for sustainability initiatives and spent the last two years co-Chairing the Wellness Committee
  • Mr. Zolezzi was responsible for creating the Bubba Gump Shrimp Company, putting Horizon Organic Milk into Starbucks, and was the initiator of then Uber Fresh pilot in Santa Monica which ultimately became Uber Eats.
    A graduate of Loyola Marymount University, Mr. Zolezzi also entered MBA and Executive Programs including the Kellogg School at Northwestern.
    Chairing the Organic Center for Education and Promotion, Mr. Zolezzi served on the Board of Directors of the Organic Alliance and the Board of Directors of Vitamin Angels. Currently, he sits on the Board of Directors of Twin Lab, Wild Oats Marketplace, and Diomics where he serves as CEO and Vice Chairman.
    Mr. Zolezzi is the author of seven books including: Uncharted Waters, Do Something: Leave Your Mark on the World, The Detachment Paradox and Chemical-Free Kids: How to Safeguard Your Child’s Diet and Environment. Mr. Zolezzi and his wife have five children and six grandchildren.
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    DALRADA FINANCIAL CORPORATION

    SECTION 16 FILINGS

    Dalrada’s directors and executive officers are required to report promptly to the U.S. Securities and Exchange Commission regarding certain transactions by them in the securities of Dalrada Financial.
    Please find below a link to the SEC filings regarding such transactions.
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    DALRADA FINANCIAL CORPORATION

    SECTION 16 FILINGS

    Dalrada’s directors and executive officers are required to report promptly to the U.S. Securities and Exchange Commission regarding certain transactions by them in the securities of Dalrada Financial.
    Please find below a link to the SEC filings regarding such transactions.
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    DALRADA FINANCIAL CORPORATION

    SECTION 16 FILINGS

    Dalrada’s directors and executive officers are required to report promptly to the U.S. Securities and Exchange Commission regarding certain transactions by them in the securities of Dalrada Financial.
    Please find below a link to the SEC filings regarding such transactions.
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