CODE OF BUSINESS CONDUCT AND ETHIC

Introduction

This Code of Business Conduct and Ethics (“Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all directors, officers, managers and employees of GW & Associates Limited (the “Company”). All of our directors, officers, managers and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company’s agents and representatives, including consultants and subcontractors.  Directors, officers, managers and employees are also required to follow the Code of Business Conduct and Ethics of clients when contractually required to so do.

Those who violate the standards in this Code will be subject to disciplinary action, which may include termination of employment or contract.

1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All directors, officers, managers and employees must respect and obey the laws of the countries in which we operate. Although not everyone is expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. 
 

2. Conflicts of Interest

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, manager, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. It is a conflict of interest when an employee, manager, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees, officers, directors and their family members may create conflicts of interest.  It is a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on Company’s behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with the Managing Director who may seek the advice of legal counsel. Any employee, manager, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of the Managing Director. 

3. Corporate Opportunities

Employees, managers, officers and directors are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee, manager, officer or director may use corporate property, information, or position for improper personal gain, and no employee, manager, officer or director may compete with the Company directly or indirectly. Employees, officers, managers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

4. Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee, manager, officer and director should endeavor to respect the rights of and deal fairly and honestly with the Company’s customers, suppliers, competitors and employees.

No employee, manager, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, manager, officer or director, or by any of their family members, unless it:

• is not a cash gift,
• is consistent with customary business practices,
• is not excessive in value,
• cannot reasonably be construed as a bribe or payoff and
• does not violate any laws or regulations.

5. Discrimination and Harassment

The diversity of the Company’s staff is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

6. Health and Safety

The Company strives to protect the environment and to provide each staff member with a safe and healthful work place. Each staff member has responsibility for protecting the environment and for maintaining a safe and healthy workplace for all staff by following environment, safety and health rules and practices and reporting poor environmental conditions, accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in
a condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

7. Record-Keeping and Disclosures

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions.

All of the Company’s books, records, accounts and financial statements must be maintained in appropriate detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal and accounting requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

8. Confidentiality

Employees, managers, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company or others with whom the Company does business, except when disclosure is authorized by the Managing Director or required by laws or regulations.
Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or others with whom the Company does business, if disclosed. It also includes information that suppliers, customers and other companies have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

9. Protection and Proper Use of Company Assets

All employees, managers, officers and directors should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, unless previously disclosed and agreed upon by a member of the Executive Management Team.

The obligation of employees, managers, officers and directors to protect the Company’s assets includes its proprietary information. Unauthorized use or distribution of this information is a violation of Company policy. It could also be illegal and result in civil or even criminal penalties.

10. Payments to Government Personnel

Giving anything of value, directly or indirectly, to officials of foreign governments or political candidates in order to obtain or retain business is strictly prohibited.  Violation of the Foreign Corruption Practice Act is not permitted.

11. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code may be made only by the Board of Directors.

12. Reporting any Illegal or Unethical Behavior

Staff are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior, as well as observed violations of this Code or any other Company policy, and when in doubt about the best course of action in a particular situation.

It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by staff. Employees, managers, officers and directors are expected to cooperate in internal investigations of misconduct.

13. Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code.
However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

• Make sure you have all the facts. In order to reach the correct solutions, we must be as fully informed as possible.
• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
• Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
• Discuss the problem with your manager. This is the basic guidance for all situations. In many cases, your manager will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your manager’s responsibility to help solve problems.
• Seek help from Company resources. In the rare case when it may not be appropriate to discuss an issue with your manager, or when you do not feel comfortable approaching your manager with your question, discuss it with the Human Resources Manager. If that also is not appropriate, call or write to the Chief Executive Officer.
• You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against staff for good faith reports of ethical violations.
• Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

To provide a number of products and services which include Corrosion Protection, Consulting, Project Management and Inspections to the Marine sector whilst continuously sourcing other products and services applicable to all industrial sectors.