Ascendia: Corporate Governance

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Corporate Governance

Audit Committee Charter
Compensation Committee Charter
Nominating and Corporate Governance Committee Charter
Procedure for Recommending Director Candidates to the Nominating Committee
Code of Ethics
Statement of Policy Concerning Insider Trading and Confidentiality

Audit Committee Charter

This Charter governs the operations of the Audit Committee (the �Committee�) of Ascendia Brands, Inc. (the �Company�). The Committee shall have the authority, responsibilities and specific powers described below.

Purposes

The Committee�s purposes shall be to oversee the accounting and financial reporting processes of the Company, to oversee the audits of the Company�s financial statements and to provide assistance to the Board of Directors in fulfilling its oversight responsibility to the stockholders, potential stockholders, the investment community and others relating to:

the integrity of the Company's financial statements;
the Company's systems of internal accounting and financial controls;
the performance of the Company's internal audit function and the independent auditor;
the independent auditor's qualifications and independence; and
the Company's compliance with ethics policies and legal and regulatory requirements.

In so doing, it is the responsibility of the Committee to maintain free and open communication among the Committee, the independent auditor and the management of the Company.

In discharging its role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and with the authority to engage and determine funding for independent counsel and other advisors as it determines necessary to carry out its duties.

Committee Membership

The members of the Committee shall be members of, and appointed by, the Board of Directors of the Company and shall comprise at least three directors, each of whom satisfies the independence requirements of the American Stock Exchange ("AMEX") or any stock exchange where the Company's securities are listed from time to time, applicable laws and the rules and regulations of the Securities and Exchange Commission (the "SEC"). All Committee members shall meet all financial knowledge and experience qualifications required under rules promulgated by AMEX and the SEC, and at least one member shall possess the requisite financial sophistication and expertise required to satisfy applicable SEC and AMEX regulations.

The Board of Directors shall select a Chairperson, who shall implement and execute the actions of the Committee, call the meetings of the Committee and otherwise perform the functions designated in this Charter to be performed by the Chairperson.

Meetings

The Committee shall meet at least quarterly, or more frequently, in open or executive sessions, as determined by the Chairperson. At its discretion, the Committee may ask management, independent counsel, independent auditors and/or others to attend all or part of its meetings. The Committee shall report through its Chairperson to the Board of Directors following meetings of the Committee.

The Committee shall be governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, quorum and voting requirements as are applicable to the Board of Directors.

Duties and Responsibilities

While the Committee has the specific responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Management is responsible for the preparation, presentation and integrity of the Company's financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Company. The independent auditor is responsible for auditing the Company's financial statements and for reviewing the Company's unaudited interim financial statements.

The following shall be the principal duties and responsibilities of the Committee. These are set forth as a guide with the understanding that the Committee may supplement them as appropriate.

The Committee shall be directly responsible for the appointment, compensation, retention and oversight of, and shall determine funding for, any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. The Committee shall be responsible for the resolution of disagreements between management and the independent auditor regarding financial reporting, and the independent auditor shall report directly to the Committee.
The Committee shall have the authority to engage and determine funding for outside legal, accounting or other advisors to advise the Committee and shall, as appropriate, obtain advice and assistance from such advisors.
The Company shall provide for appropriate funding, as determined by the Committee, for payment of (i) compensation to any registered public accounting firm engaged for the purpose of rendering or issuing an audit report or related work or performing other audit, review or attest services, (ii) compensation to any outside legal, accounting or other advisors employed by the Committee, and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
The Committee shall pre-approve all audit and non-audit services provided by the independent auditor to the Company and shall not engage the independent auditor to perform the specific non-audit services proscribed by law or regulation. The Committee may establish pre-approval policies and procedures that permit the Company to engage the independent auditor for services after the Committee's initial engagement and approval, but only if the policies and procedures are detailed as to the particular services, the Committee is informed of each service, and such policies and procedures do not include delegation of the Committee's responsibilities to management. The Committee may delegate its pre-approval authority to a member of the Committee, and the decisions of such member shall be presented to the full Committee at its next scheduled meeting.
The Committee shall obtain and review a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Company, consistent with the Independence Standards Board Standard 1. The Committee shall actively discuss with the independent auditor any disclosed relationships or services that may impact the objectivity and independence of the independent auditor.
The Committee shall take, or recommend that the Board take, appropriate actions to oversee the independence of the independent auditor.
The Committee shall obtain from and review reports by the independent auditor describing (i) the independent auditor's internal quality control procedures, and (ii) any material issues raised by the most recent internal quality control review, or peer review, or by any governmental or professional inquiry or investigation within the preceding five years regarding any audit performed by the independent auditor and any steps taken to deal with such issues.
In advance of the commencement of the engagement of the independent auditor for the current year, the Committee shall review the proposed scope of the audit, the proposed staffing of the audit (including required rotation of personnel) and the fees proposed to be charged for such audit. Also, the Committee shall discuss with management and the independent auditor the adequacy and effectiveness of the accounting and financial controls, including the Company's policies and procedures to assess, monitor and manage business risk, and legal and ethical compliance programs (including, for example, the Company's Code of Ethics).
The Committee shall meet with management and the independent auditor to discuss issues and concerns warranting Committee attention. The Committee shall provide sufficient opportunity for the independent auditor to meet privately with the members of the Committee. The Committee shall review with the independent auditor any audit problems or difficulties and management's responses.
The Committee shall receive regular reports from the independent auditor with respect to:
- the critical accounting policies and practices of the Company;
- alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and
- other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
The Committee shall review management's assessment of the effectiveness of the Company's internal controls as of the end of the most recent fiscal year and the independent auditor's report on management's assessment.
The Committee shall review reports from management on material weaknesses or deficiencies in the design or operation of internal controls and on any fraud that involves personnel having a significant role in the Company's internal controls.
The Committee shall review and discuss earnings press releases, as well as financial information and earnings guidance provided to analysts, rating agencies or the public.
The Committee shall review the interim financial statements and disclosures under Management's Discussion and Analysis of Financial Condition and Results of Operations with management and the independent auditor prior to the filing of the Company's Quarterly Report on Form 10-Q. Also, the Committee shall discuss the results of the quarterly review and any other matters required to be communicated to the Committee by the independent auditor under generally accepted auditing standards.
The Committee shall review with management and the independent auditor the financial statements and disclosures under Management's Discussion and Analysis of Financial Condition and Results of Operations to be included in the Company's Annual Report on Form 10-K (or the annual report to stockholders if distributed prior to the filing of Form 10-K), including their judgment about the quality, not just the acceptability, of accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. Also, the Committee shall discuss the results of the annual audit and any other matters required to be communicated to the Committee by the independent auditor under generally accepted auditing standards.
The Committee shall establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
The Committee shall prepare its report to be included in the Company's annual proxy statement, as required by SEC regulations.
The Committee shall periodically evaluate the performance of the Committee, and, no less than annually, review and reassess this Charter and recommend changes to the Board as appropriate.
The Committee shall review and oversee all proposed transactions between the Company and related parties.
The Committee may, from time to time, establish Company hiring policies for employees or former employees of the independent auditor that meet applicable SEC regulations and AMEX listing standards.
When appropriate, the Committee may form and delegate authority to one or more subcommittees. Each such subcommittee shall consist of one or more members of the Committee.

The Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The Committee should take appropriate actions to set the overall corporate "tone" for quality financial reporting, sound business risk practices and ethical behavior.

Public Availability of Charter

This Charter shall be posted on the Company's website and shall otherwise be made publicly available in accordance with applicable requirements.

Adopted by the Board of Directors on July 18, 2005. Amended and re-adopted on July 10, 2007.

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Compensation Committee Charter

This Charter has been adopted by the Board of Directors of Ascendia Brands, Inc. (the "Company") to govern its Compensation Committee (the "Committee"), which shall have the authority, responsibility and specific powers described below.

Purposes

The Committee's purposes are (i) to discharge the responsibilities of the Board of Directors relating to the compensation of the Company's directors and officers in accordance with the provisions of this Charter, including the Committee's evaluation of, and approval of or recommendations to the Board of Directors with respect to, the plans, policies and programs relating to the compensation of the Company's directors and officers, subject to approval of the Company's shareholders in those instances where shareholder approval is required by applicable laws or regulations of governmental authorities or applicable rules of the American Stock Exchange ("AMEX") or any other stock exchange where the Company's securities are from time to time listed (collectively, "Applicable Requirements"), and (ii) to produce an annual report on executive compensation for inclusion in the Company's proxy statement in accordance with Applicable Requirements.

Committee Membership

The Committee shall consist of the number of members fixed from time to time by the Board of Directors, but shall at all times consist of not less than two members. The Committee shall have a chairperson who shall be appointed by the Board of Directors. Each member of the Committee shall be a member of the Board of Directors who satisfies any Applicable Requirements, including any "independence" requirements of AMEX from time to time in effect and applicable to the Company. In addition, each member of the Committee shall qualify as an "outside director" under Rule 162(m) of the Internal Revenue Code and as a "non-employee director" under Rule 16b-3 promulgated under the Securities and Exchange Act of 1934, as amended.

The members of the Committee shall be appointed by the Board of Directors, and may be removed by the Board of Directors. The Board of Directors shall appoint a new member or members in the event that there is a vacancy on the Committee that reduces the number of members below two, or in the event that the Board determines that the number of members on the Committee should be increased.

Meetings

The Committee shall meet at least two times per year and shall make regular reports to the Board of Directors. The Committee shall be governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, quorum and voting requirements as are applicable to the Board of Directors.

Committee Authority and Responsibilities

The Committee shall meet in executive session to recommend to the Board of Directors for determination the compensation of the President, Chief Executive Officer and Executive Chairman of the Company. In determining the amount, form and terms of such compensation, the Committee shall consider the annual performance evaluation of such persons conducted by the Committee in light of corporate goals and objectives relevant to compensation, competitive market data pertaining to compensation at comparable companies, and such other factors as it shall deem relevant. The President, Chief Executive Officer or Chairman, as the case may be, shall not be present during voting or deliberations with respect to these matters.
The Committee shall determine salaries, bonuses, and other matters relating to compensation of the officers of the Company other than the President, Chief Executive Officer and Executive Chairman, and any employee with annual base compensation in excess of $200,000. In determining the amount, form and terms of such compensation, the Committee shall consider the officer�s performance in light of corporate goals and objectives relevant to executive compensation, competitive market data pertaining to executive compensation at comparable companies, and such other factors it shall deem relevant. The Chief Executive Officer of the Company may be present at meetings during which such compensation is under review and consideration but may not vote.
The Committee shall have the sole authority to retain and to terminate the retention of any compensation consultant which may assist in the evaluation of the compensation of the Company�s officers, including the President, Chief Executive Officer and Executive Chairman, and shall have sole authority to approve the fees and other terms applicable to the engagement of each such consultant so retained. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
The Committee shall make recommendations to the Board of Directors with respect to the compensation of all of the Company's directors.
The Committee shall make recommendations to the Board of Directors with respect to incentive compensation plans and equity-based compensation plans.
The Committee shall administer the stock option and other equity based benefit plans of the Company, in each case, in accordance with the terms of the plan and in accordance with Applicable Requirements.
The Committee shall be responsible for producing an annual report on executive compensation for inclusion in the Company's proxy statement relating to its annual meeting of stockholders in accordance with Applicable Requirements.
The Committee shall review and reassess the adequacy of this Charter periodically and, upon the completion of each such review, recommend any proposed changes to the Board of Directors for approval.
When appropriate, the Committee may form and delegate authority to one or more subcommittees. Each such subcommittee shall consist of one or more members of the Compensation Committee.

Adopted by the Board of Directors on July 18, 2005; re-adopted with amendments on July 10, 2007.

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Nominating and Corporate Governance Committee Charter

This Charter has been adopted by the Board of Directors (the "Board") of Ascendia Brands, Inc. (the "Company") to govern its Nominating and Corporate Governance Committee (the "Committee"), which shall have the authority, responsibility and specific powers described below.

Purposes.

The Committee's purposes are (a) to identify individuals qualified to become members of the Board and select, or recommend that the Board select, the director nominees for the next annual meeting of stockholders, and (b) to establish, implement and monitor policies and processes regarding principles of corporate governance in order to ensure the Board's compliance with its fiduciary duties to the Company and its stockholders, all in accordance with applicable laws or regulations of the Securities and Exchange Commission and other governmental authorities, applicable rules of the American Stock Exchange ("AMEX") and/or any other stock exchange where the Company's securities are from time to time listed (collectively, "Applicable Requirements").

Goals and Responsibilities.

The Committee shall perform its duties in a manner consistent with the criteria set forth in this Charter for selecting new directors, and shall conduct oversight of the evaluation of the Board and management.
The Committee shall: (i) establish processes for developing candidates for Board membership and conducting searches for new candidates for Board membership; (ii) establish policies and procedures for the consideration of nominees for Board membership recommended by stockholders; and (iii) propose a slate of director nominees with respect to each class of directors to be elected at each annual meeting of the Company's stockholders.
The Committee shall, from time to time: (i) evaluate the appropriate size of the Board and recommend any increase or decrease with respect thereto; (ii) evaluate the composition of the Board and recommend any changes to such composition so as to best reflect the objectives of the Company and the Board; and (iii) recommend candidates to fill vacancies or new positions on the Board, as necessary or advisable.
The Committee shall review and assess the adequacy of the Company's Certificate of Incorporation and Bylaws and the charters of any committee of the Board (the "Governing Documents") periodically in order to ensure compliance with any principles of corporate governance developed by the Committee and recommend to the Board any necessary modifications to the Governing Documents.
The Committee shall develop principles of corporate governance including, but not limited to, the establishment of a corporate code of conduct and ethics (a "Code of Ethics") designed to promote honest and ethical conduct, including ethical handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure in the Company's periodic reports; and compliance with applicable governmental rules and regulations. The Committee shall periodically review and assess the adequacy of the Code of Ethics approved by the Board and shall recommend any modifications to the Code of Ethics to the Board for approval.
The Committee shall direct members of the Company's senior management to report any violations of or non-compliance with the Code of Ethics to the Committee (or to the Company's Audit Committee in the case of financial violations or non-compliance) and resolve such reported violations.
The Committee may review any related party transaction (as that term is defined in the applicable rules of AMEX) for potential conflict of interest situations and consider approval of such transaction.
To the extent deemed necessary by the Committee, the Committee may engage outside counsel and/or independent consultants to review any matter under its responsibility.
The Committee shall review this Charter from time to time for adequacy and recommend any changes to the Board.

Criteria for Selecting New Directors.

The Committee, in selecting, or in recommending the selection of, nominees for director shall do so based on such nominee's integrity, skill, leadership ability, financial sophistication and capacity to help guide the Company, and based on such other considerations as the Committee shall deem appropriate. In addition, the Committee shall consider all applicable statutory, regulatory, case law and AMEX requirements with regard thereto, including when appropriate those applicable to membership on the Committee. The Committee shall establish, and, to the extent required by Applicable Requirements, publish in the Company's proxy statement or elsewhere as required, specific, minimum qualifications that must be met by any nominee to be selected or recommended by the Committee and the specific qualities or skills that the Committee may determine from time to time to be necessary for one or more of the Company's directors to possess.

Committee Member Qualifications.

The members of the Committee shall satisfy any Applicable Requirements, including the "independence" requirements of AMEX from time to time in effect and applicable to the Company. Committee members shall be appointed and removed by the Board. A member of the Committee shall be selected by the Board to serve as the Committee's chairperson. The Committee may delegate its authority to a subcommittee comprised solely of its members.

Committee Size, Meetings and Reporting.

The Committee shall be comprised of at least two members and conduct at least one meeting per year, or more if deemed appropriate by its chairperson or a majority of its members. The Committee shall be governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, quorum and voting requirements as are applicable to the Board. The Committee shall make regular reports to the Board.

Adopted by the Board of Directors on July 18, 2005.

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Procedure for Recommending Director Candidates to the Nominating Committee

Any stockholder of record entitled to vote in the election of directors may recommend director candidates for consideration by the Nominating Committee and recommendation by the Nominating and Corporate Governance Committee to the Board of Directors. A stockholder wishing to recommend a director candidate to the Nominating and Corporate Governance Committee must send timely written notice to the Nominating and Corporate Governance Committee setting forth certain information with respect to the director candidate, including:

the name and address of the stockholder recommending the director candidate, and the name and address of the beneficial owner, if different than the recommending stockholder;
the name, address and biographical information of the person or persons being recommended for nomination;
any information relevant to a determination of whether the candidate meets the criteria described below under the heading "Director Qualifications";
any information regarding the candidate relevant to a determination of whether the candidate would be barred from being considered independent under applicable AMEX or SEC rules or, alternatively, a statement that the candidate would not be so barred;
a statement, signed by the candidate verifying the accuracy of the biographical and other information about the candidate that is submitted with the recommendation; and
if the recommending stockholder, or group of stockholders, has beneficially owned more than 5% of the Company's voting stock for at least one year as of the date the recommendation is made, evidence of such beneficial ownership.

To be timely received by the Nominating and Corporate Governance Committee for its consideration in connection with an annual meeting of stockholders, such notice must be received by the Nominating Committee no later than February 28 of that calendar year. All such submissions to the Nominating Committee must be made in writing and may be mailed to the The Chairman, Nominating and Corporate Governance Committee, c/o the Secretary, Ascendia Brands, Inc., 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619

Director Qualifications

The Nominating and Corporate Governance Committee believes that each director nominee should be evaluated based on his or her individual merits, taking into account the needs of the Company and the composition of the Board. Members of the Board should have the highest professional and personal ethics, consistent with the values and standards of the Company. At a minimum, a nominee must possess integrity, skill, leadership ability, financial sophistication, and capacity to help guide the Company. Nominees should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on their experiences. 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.

Evaluation of Director Candidates by the Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee may utilize a variety of methods for identifying and evaluating nominees for director. The Nominating and Corporate Governance Committee will regularly assess the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee will consider various potential candidates for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, stockholders, or other persons. The Nominating and Corporate Governance Committee will not evaluate director candidates recommended by stockholders differently than director candidates recommended from other sources, except that the Nominating and Corporate Governance Committee may review materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder. Director candidates will be evaluated at a regular or special meeting of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. In evaluating such nominations, the Nominating and Corporate Governance Committee will seek to achieve a balance of knowledge, experience, and capability on the Board.

In connection with this evaluation, the Nominating and Corporate Governance Committee will make a determination whether to interview a prospective nominee based upon the Committee's level of interest. If warranted, one or more members of the Nominating and Corporate Governance Committee, and others as appropriate, will interview prospective nominees in person or by telephone. After completing this evaluation and any appropriate interviews, the Nominating and Corporate Governance Committee will make a recommendation to the full Board as to its selection of director nominees, and the Board will select the nominees after consideration of the Nominating and Corporate Governance Committee's recommendation and report.

Adopted by the Board of Directors on July 18, 2005; amended and readopted on July 10, 2007.

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Code of Ethics

Introduction

The Board of Directors of Ascendia Brands, Inc. (with its subsidiaries, collectively the �Company�) has developed and adopted this Code of Ethics (this �Code�) to deter wrongdoing and to promote:

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interests between personal and professional relationships;
Full, fair, accurate, timely and understandable disclosure in the Company�s annual and quarterly reports and in other public communications made by the Company;
Compliance with applicable governmental laws, rules and regulations;
The prompt and internal reporting to an appropriate person or persons identified in this Code of violations of this Code; and
Accountability for adherence to this Code.

This Code applies to all directors, officers and employees of the Company, including, but not limited to, the chief executive officer, the chief financial officer, the principal accounting officer or controller of the Company, and persons performing similar functions (who are collectively referred to as the �Senior Financial Officers�).

The Human Resources Department is responsible for distributing this Code to all employees. It is the responsibility of the directors, the executive officers, the Senior Financial Officers and each Department Head to demonstrate both in actions and words the importance of this Code to all officers and employees under their supervision.

Please take the time to read this Code carefully, since you are responsible for knowing and understanding its contents. If you need more information or have any questions, contact the Human Resources Department of Ascendia Brands, Inc. via telephone at (609) 219-9130.

Legal Compliance

Maintaining the Company's reputation as a premier institution and a good corporate citizen demands that you conduct the Company's business in full compliance with all applicable federal, state, and local laws and regulations, all rules of the American Stock Exchange or other self-regulatory organizations applicable to the Company, and the provisions of this Code. These laws, rules and regulations are extensive and this Code does not attempt to identify all of the laws that govern the conduct of the Company's business. Some of the specific areas with which employees are expected to comply, to the extent applicable, include, but are not limited to:

Federal and state securities laws;
Federal and state privacy and intellectual property laws;
Laws prohibiting employment discrimination;
Anti-trust and similar laws;
Foreign corrupt practice laws;
Restrictions on exports of goods and services; and
Limitations on political contributions.

Many resources are available to you to become familiar with the laws, rules and regulations that apply to your scope of responsibility within the Company. From time to time, the Company may conduct training and issue manuals, policies, procedures and guidelines, which outline appropriate legal procedures to be followed. You are expected to read these materials and become familiar with their content.

Conflicts of Interest

Members of the Company's Board of Directors have a special responsibility because our Directors are prominent individuals with substantial other responsibilities. To avoid conflicts of interest, Directors are expected to disclose to their fellow Directors any personal interest they may have in a matter that comes before the Board and to recuse themselves from participation in any decision in which there is a conflict between their personal interests and the interests of the Company.

The following guidelines apply to employees of the Company:

Employees of the Company are expected to conduct all of their business affairs ethically and honestly and with the highest sense of integrity. This requires you to ensure that your business dealings on behalf of the Company are never influenced by - or even appear to be influenced by - your own personal interests.

The Company has adopted the following guidelines to protect both the Company and employees against conflicts of interest, and from situations that create an appearance of a conflict of interest. Since conflicts of interest are not always clear-cut, you should discuss with the Vice President of Human Resources or the Chief Financial Officer any question about any situation, transaction or relationship that reasonably could give rise to an actual or apparent conflict of interest.

Please note that a conflict of interest can be created by your own actions or by the actions of anyone acting on your behalf, including members of your immediate family, household, or others with whom you have a committed or similarly close relationship. This policy will refer to such persons as "Family and Close Relations." Because no two situations are alike, you should contact the General Counsel or the Chief Financial Officer of the Company if you have any questions about the applicability of these guidelines to a specific family or personal relationship.

Competing Employment. Employees may not work for, have a business association with, provide any services or materials to or receive any compensation for services or employment from any competitor of the Company.
Interests In Other Businesses. You and your Family and Close Relations must avoid any direct or indirect financial relationship with other businesses that could cause divided loyalty. You may not have any financial interest in or receive compensation from any customer, party with whom the Company has a strategic business relationship, supplier or vendor of the Company. You must disclose to the Company any employment by your Family and Close Relations in positions of authority at a firm that competes with the Company or does business with the Company as a customer, vendor, supplier or party with whom the Company has a strategic business relationship. You must avoid conducting Company business with Family and Close Relations, either directly or indirectly, at a customer, supplier, party with whom the Company has a strategic business relationship or vendor unless you have prior written permission from the Chief Financial Officer of the Company. This provision will not prevent you from owning less than 1% of the stock of a publicly-traded company provided that the investment is not so large financially either in absolute dollars or a percentage of your total investment portfolio that it creates the appearance of a conflict of interest.
Outside Directorships and Membership in Technical Advisory Boards ("TABS"). The Company encourages its employees to be active in industry and civic associations, including membership in other companies� boards of directors and TABs. Employees who serve on outside boards of a profit-making organization are required, prior to acceptance, to obtain written approval from a Review Board which includes the General Counsel, Chief Financial Officer and Vice President of Administration of the Company. As a general rule, you may not accept a position as an outside director or TAB member of any current or likely competitor of the Company. Furthermore, in the absence of an overriding benefit to the Company and a procedure to avoid any financial conflict (such as refusal of compensation and refusal from involvement in the company�s relationship with the Company), approval is likely to be denied where the Company employee either directly or through people in his or her chain of command has responsibility to affect or implement the Company�s business relationship with the other company. Approval of a position as a director or TAB member of a company that supports or promotes a competitor�s products or services is also likely to be denied.
- If the Review Board approves an outside directorship or TAB membership, you may keep compensation earned from that directorship unless the terms of the committee�s approval state otherwise. Generally, however, you may not receive any form of compensation (including stock options, stock or cash) for service on a board of directors of a company if the service is at the request of the Company or in connection with the Company�s investment in, or a significant relationship exists with, that company and the directorship is as a consequence or in connection with that relationship. Any company that is a vendor, supplier, party with whom the Company has a strategic business relationship or customer of the Company has a �relationship� with the Company. �Significant� is broadly defined to include a sole-source vendor/supplier, or one in which the Company is responsible for generating five percent or more of the outside company�s revenues. When membership on a board of directors or TAB is other than at the Company�s request, and a potential for conflict of interest exists (even if no compensation is received), you are expected to recuse yourself from any involvement in the Company�s relationship with that company. It is therefore important that you recognize that your membership should be an opportunity to provide expertise and to broaden your own experience, but you should not be put in a position where the other company expects to use your board membership as a way to get access or to influence Company decisions.
- The Company may at any time rescind prior approvals in order to avoid a conflict or appearance of a conflict of interest for any reason deemed to be in the best interests of the Company. In addition, the Company will periodically conduct an inquiry of employees to determine the status of their membership on outside boards.
Business Opportunities. You may not use Company business opportunities for your own personal gain. This includes any opportunity to profit from transactions in the financial services industry or other lines of business engaged in or planned by the Company or business opportunities which you discover during the course of your employment, or through the use of Company property or information. You should not engage in business in a personal capacity with competitors, customers, parties with whom the Company has a strategic business relationship, vendors, or suppliers of the Company unless doing as a personal or business consumer on terms generally available to others on terms and conditions no less favorable than those which are made available to you.
Gifts, Favors and Personal Entertainment. You may not solicit or accept, directly or indirectly, any cash or monetary equivalents, objects of value or preferential treatment from any person or business that has or is seeking business with the Company where doing so may influence or appear to influence your business judgment.

You may accept gifts, services or other items of value (but not cash) under the following circumstances:
- You may accept meals, travel, lodging, refreshment, or other normal business courtesies of reasonable value either in the course of a business meeting or to satisfy a reasonable business purpose of the Company.
- You may accept meals and entertainment, such as an occasional sporting event, provided that you do not do so frequently or under circumstances where your judgment could be influenced, or where the cumulative value of the entertainment is excessive. Any meals and entertainment involving substantial travel or an extended number of days cannot be accepted without written permission by the Chief Financial Officer of the Company;
- You may accept discounts or rebates on merchandise or services that do not exceed those available to members of the general public.
- You may accept non-cash gifts of reasonable value including for commonly-recognized events or occasions, such as a promotion, new job, wedding, retirement, birthday or holiday.
- You may receive awards from civic, charitable, educational or religious organizations of reasonable value for recognition of services and accomplishments; and
- You may receive gifts, gratuities, amenities or favors received because of family or personal relationships when the circumstances make it clear that it is those relationships rather than the business of the Company that are the motivating factor.

Financial Reporting

As a public company it is of critical importance that the Company�s filings with the Securities and Exchange Commission and other public disclosures be accurate and timely. Depending on his or her position with the Company, an employee may be called upon to provide information to assure that the Company�s public reports are complete, fair and understandable. The Company expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company�s public disclosure requirements.

Senior Financial Officers have the primary responsibility for ensuring that the disclosure in the Company�s periodic reports is full, fair, accurate, timely and understandable. Therefore, Senior Financial Officers are required to familiarize themselves with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company. Senior Financial Officers are responsible for adequately supervising the preparation of the financial disclosures in the periodic reports filed by the Company Therefore, to the best of their ability, Senior Financial Officers shall

Promptly disclose to the Company�s General Counsel or the Chairman of the Audit Committee, any transaction, relationship or circumstance that reasonably could be expected to create a conflict of interest between personal and professional relationship, or the appearance of such a conflict; and
Provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities & Exchange Commission and in other public communications made by the Company;

In the performance of their duties, Senior Financial Officers and other Company employees are prohibited from knowingly misrepresenting facts. A Company employee will be considered to have knowingly misrepresented facts if he or she knowingly (1) makes, or permits or directs another to make, materially false or misleading entries in an entity's financial statements or records; (2) fails to correct materially false and misleading financial statements or records; (3) signs, or permits another to sign, a document containing materially false and misleading information; or (4) falsely responds, or fails to respond, to specific inquiries of the Company's internal or external auditors.

Waivers

The Company expects that all of its directors, officers and employees will strictly adhere to this Code. Notwithstanding the foregoing, there may be special circumstances under which the Company may elect to waive a particular provision of this Code for a limited purpose. Waivers of this Code for any employee of the Company other than officers or directors of the Company may only be made by the Chief Financial Officer of the Company. Any waiver of this Code for officers or directors of the Company may only be made by the Board of Directors of the Company and must be promptly disclosed, to the stockholders of the Company and to appropriate regulators, if and as required by applicable law or rules of the American Stock Exchange or other self-regulatory organization then applicable to the Company. For the purpose of this section of the Code, the term �officer� shall mean those officers covered in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.

Responsibilities for Compliance

Where a director, officer, or employee believes or determines that an actual, potential, or apparent violation of this Code exists he or she must promptly report it in writing, on an anonymous basis if so desired, to the Company's General Counsel or Chief Financial Officer. Complaints will be promptly investigated. Actual, potential or apparent violations involving accounting or auditing matters will be investigated by an appointed delegate of the Audit Committee pursuant to the Audit Committee�s written procedures.

Full and timely disclosure of the facts will help meet your responsibilities under this Code and will enable the Company to maintain the highest ethical standards. No officer, director, or employee will be discharged, threatened, or discriminated or retaliated against because the person or someone else acting on his or her behalf makes a good faith disclosure concerning another officer, director, or employee. Officers, directors and employees are obliged to cooperate with investigations into Code violations and must always be truthful and forthcoming in the course of any such investigations.

Any director, officer or employee who has a good-faith belief that he or she has been harassed, discharged, threatened, discriminated against or otherwise retaliated against because of a disclosure of securities law violations or fraudulent activity in violation of this Code, or because of assistance in an investigation, should promptly bring his or her complaint of retaliation to the attention of the Ethics Officer (or directly to the Chief Financial Officer or the Audit Committee of the Company in the case where you reasonably believe that the Ethics Officer is involved in the retaliation). The Ethics Officer (or such other duly appointed designee) will have authority to investigate any such claim of retaliation and, if retaliation has occurred, to promptly recommend corrective action.

Consequences of Violations

Violations of any provision of this Code, including retaliation against someone who has made a complaint of a violation, may result in disciplinary action including termination of employment or other relationship with the Company. In addition, certain violations could result in the imposition of civil and/or criminal sanctions. Illegal actions on the part of persons covered by this Code will be reported to the appropriate authorities.

Adopted by the Board of Directors on July 18, 2005; amended and re-adopted on July 10, 2007.

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Statement of Policy Concerning Insider Trading and Confidentiality

The purchase or sale of securities while possessing material nonpublic ("Insider") information, or the selective disclosure of such information to others who may trade, is prohibited by Federal and state laws and violations of those laws are subject to criminal penalties. As an essential part of your work, you may have access to material non-public information about Ascendia Brands, Inc. or its subsidiaries (collectively, the "Company") or about the Company's business (including information about other companies with which the Company does or may do business).

The Company has adopted this Policy Statement to avoid even the appearance of improper conduct on the part of any Company employee (not just so-called insiders). All Company employees have worked hard over the years to establish a reputation for integrity and ethical conduct. This Policy Statement is designed to further the reputation of the Company and each employee for integrity and good corporate citizenship.

Statement of Policy

No Insider may buy or sell the Company�s securities when he or she possesses Material Non-Public Information, as defined in Section 3;
No Insider may buy or sell securities of another company, including without limitation any of our customers, vendors or suppliers, if he or she possesses Material Non-Public Information of the other company and such information was obtained in the course of his or her employment with the Company;
No Insider may disclose (�tip�) Material Non-Public Information to any other person, including family members and social acquaintances, and no Insider may make recommendations or express opinions with regard to trading in our securities;
No Insider may disclose our Non-Public Information to third parties;
No director, officer or employee, or any immediate family members, may buy or sell our securities other than during a Window Period, as defined in Section 7;
No director, officer or employee, or any family members or others living in their household, may trade options for, or sell "short," any securities of the Company; and
Certain Insiders, including directors, executive officers and other designated persons, require pre-clearance prior to buying or selling securities at any time.

Definition of Material Nonpublic Information

"Material" information is any information that a reasonable investor would likely consider important in a decision to buy, hold or sell securities - in short, any information that could reasonably be expected to affect the price of the securities.

"Non-Public" information is any information that has not been disclosed generally to the marketplace. All information about the Company that is not yet in general circulation should be considered Non-Public. Similarly, information received about another company in circumstances indicating that it is not yet in general circulation should be considered non-public. All information that a person learns about the Company or its business plans in connection with his or her employment is potentially "Insider" information until publicly disclosed or made available to the public by the Company. All such information should be treated as confidential and proprietary to the Company, and should not be disclosed to others, including family, relatives, business or social acquaintances, who do not need to know it for legitimate business reasons. If this Non-Public information is also "Material," persons possessing it are required by law and the Company policy to refrain from trading in Company securities and from passing the information on to others who may trade.

While it is impossible to list all types of information that might be deemed �Material� under particular circumstances, information dealing with the following subjects affecting the Company is often found to be Material: projections of future earnings or losses, or financial liquidity problems; major marketing changes; news of a pending or proposed joint venture, merger, acquisition or tender offer; news of a significant sale of assets or the disposition of a subsidiary; write-downs of assets; change in debt ratings; changes in dividend policies or the declaration of a stock split or the offering of additional securities; changes in management; major personnel changes; significant new products; significant litigation or government investigations.

Employees should be aware that transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are no exception to the rules against insider trading. The securities laws do not recognize such mitigating circumstances and even the appearance of an improper transaction must be avoided to preserve the Company's reputation for adhering to the highest standards of conduct.

Employees should also bear in mind that if their securities transactions become the subject of scrutiny, they will be viewed after-the-fact with the benefit of hindsight. As a result, before engaging in any transaction involving Company securities, employees should carefully consider how regulators and others might view their transactions in hindsight.

Liability of Supervisory Persons

The Company, as well as a director, officer or other Company manager, is subject to liability under the Federal securities laws if the Company or such person knew or recklessly disregarded the fact that a person directly or indirectly under the Company's or such persons control was likely to engage in insider trading and failed to take appropriate steps to prevent such an act before it occurred. The penalties for such inaction can be significant.

If Material Non-Public information is inadvertently disclosed, no matter what the circumstances, by any Company director, officer or employee, the person making or discovering that disclosure should immediately report the facts to the General Counsel of the Company.

Tipping Information to Others

The Company�s directors, officers and employees must not pass on to others, including family members and others living in their household or friends and casual acquaintances, any Material Non-Public Information. Directors, officers and employees are expected to be responsible for the compliance of their immediate family and others living in their households. Penalties for improper disclosure Material Non-Public Information apply regardless whether the person making the disclosure derives any personal benefit from another's actions.

Timing

It would be improper for any director, officer or employee to enter a trade immediately after the Company has made a public announcement of material information, including earnings releases. Because the Company's shareholders and the investing public should be afforded the time to receive the information and act upon it, as a general rule, directors, officers and employees should not engage in any transactions until at least two full business days after the date Material Information has been released to the public.

Trading During Window Periods

It is the Company's policy that its directors, officers and employees, and the family members and others living in their households, are strictly prohibited from buying or selling any securities of the Company (other than as described in Section 10), except during the period (the "Window Period") commencing two full business days after the date of public announcement of the Company's most recent quarterly or annual earnings and ending on the 30th day preceding the next scheduled quarterly or annual announcement of the Company's earnings. The Company currently publishes its quarterly earnings results for its first, second and third fiscal quarters 45 days following the end of such fiscal quarter and publishes its annual earnings results 90 days following the end of its fiscal year (February28). These periods are based upon the filing deadlines established by the Securities and Exchange Commission for the filing of the Company�s Quarterly Reports on form 10-Q and its Annual Report on Form 10-K. These Window Periods may be changed from time to time to coincide with changes in the Company�s public reporting obligations or for other reasons. In addition, the Company may from time to time impose temporary blackout periods on trading in its securities. Any such changes will be notified in writing.

In addition, directors, officers and employees, and the family members and others living in their households, are prohibited from buying or selling any securities of the Company (other than as described in Section 10), even within the Window Period, if such director, officer or employee is aware of any Material Information relating to the Company which has not yet been made available to the public by press release or otherwise, for at least two full business days after the date of public release of such information. Such persons are also prohibited from disclosing such information, directly or indirectly, to any third party, including family members and relatives, except for persons who have a legitimate need-to-know. This policy also applies to Material Non-Public Information relating to any other company obtained in the course of employment with the Company.

Company Assistance

Any person who has any questions about specific transactions may obtain additional guidance from the corporate secretary. However, the ultimate responsibility for adhering to this Policy Statement and avoiding improper transactions rests with each individual.

Pre-Clearance of Trades by Directors, Officers and Certain Other Personnel

To provide assistance in preventing inadvertent violations and avoiding even the appearance of an improper transaction (which could result, for example, where an officer engages in a trade while unaware of a pending major development), the procedures set forth below must be followed by the Company's directors and executive officers and any other persons who are likely, in the course of performing their duties, to have access to Material Non-Public Information. The Company will notify the persons who are subject to these procedures.

All transactions in securities of the Company (acquisitions, dispositions, transfers, etc.) by any member of the above-mentioned groups must be pre-cleared by the Company�s General Counsel. If any affected person contemplates a transaction, he or she should contact the Company�s General Counsel in advance. Clearance of a transaction is valid only for a 48-hour period. If the transaction order is not placed within that 48-hour period, clearance for the transaction must be re-requested. If clearance is denied, the fact of such denial must be kept confidential.

The foregoing procedures do not apply to the purchase or sale of securities in a "blind" trust, mutual fund, "wrap" account, or similar arrangement, provided that the beneficiary in question does not discuss investments with the trustee, money manager or other investment advisor who has discretion over the funds. Company personnel who invest through a "blind" trust or a "wrap" account, may wish to consider asking such advisors to refrain from trading for their account in securities of the Company. Taking this additional step may prevent misunderstanding and embarrassment.

Trading in the Company 401(k) Plan

The Company's insider trading policy applies to certain transactions involving Company stock in an employee's 401(k) Plan Account. For example, the policy applies to (i) elections to make intra-plan transfers into or out of the Company stock fund, and (ii) elections to increase or decrease the percentage allocation of new investments in the Plan to the Company stock fund. The policy does not apply, however, to repetitive investments in any Company stock fund that occur every pay period pursuant to a payroll deduction in a like amount each period.

Confidentiality

The unauthorized disclosure of Non-Public Information about the Company or its customers, whether or not for the purpose of facilitating improper trading in Company securities, could be damaging to the Company. It is therefore the Company's policy that its directors, officers and employees should not discuss non-public Company matters or developments relating to the Company or its customers with anyone outside the Company (including family members, relatives and friends), except as required in the performance of regular employment duties. Similarly, Company affairs should not be discussed in public or quasi-public areas where conversations may be overheard (e.g., airplanes, restaurants, restrooms, elevators, etc.). This prohibition also applies to inquiries about the Company that may be made by the press, investment analysts or others in the financial community, including shareholders. It is important that all such communications on behalf of the Company be made only through authorized individuals. If any person receives any inquiries of this nature, he or she should decline comment and refer the inquirer to the Company�s General Counsel or Chief Financial Officer.

Summary

Any person who has doubts about his or her responsibilities under this Statement of Policy should seek clarification and guidance from the General Counsel before acting.

The Company expects strict compliance with these procedures by all personnel at every level.

Adopted by the Board of directors on July 10, 2007.

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