Code of Conduct

GMSL Code of Conduct

Introduction

GMSL sets the very highest standards for the quality of service we provide and the way we run our business. This Code of Business Conduct (“the Code”) sets out our commitment on how to do business in a fair way: treating everyone – customers, colleagues, investors, suppliers and sub-contractors, as well as the wider community – with honesty, integrity and respect.

Every individual in GMSL shares the responsibility to work to the standards set out in the Code and to conduct our business in a professional, safe, ethical and responsible manner. This is without exception or compromise. The Code brings together our policies on compliance and ethical issues and is to be followed by all employees.

The Code is fully supported by the GMSL Board of Directors and the senior management team.

Why have a code of Business Conduct

The Code is a demonstration of our commitment to obtaining and maintaining the highest level of ethical standards wherever we operate. The Code sets out what GMSL expects of its employees, business partners and suppliers and provides guidance on how GMSL employees should support GMSL values in their work.

Limitations of the Code

The Code cannot cover all scenarios. We expect employees to embrace the spirit of the Code with common sense and to always seek guidance where there is any doubt whatsoever.

Money Laundering

Money laundering is the process by which individuals or entities try to conceal illicit funds, or otherwise make these funds look legitimate. GMSL will not condone, facilitate or support money laundering.

Money laundering is illegal and both domestic and international laws contain numerous anti-money laundering provisions which apply to GMSL’s business.

GMSL supports anti-money laundering policies to avoid receipt of cash or cash equivalents that are the proceeds of crime.

Financial reporting

All books, records and accounts must conform with the Fluxys Group Accounting Policies which requires amongst other things that:

All records must be accurate and complete;
Supporting documentation should be collected at the time of a transaction;
Accounting records and documentation should be kept in accordance with all applicable legal and fiscal requirements;
Annual financial statements and documents relating to acquisitions and other significant transactions should be kept permanently; and
Employees will fully co-operate with any internal or external audits, providing auditors with accurate information and allowing them unrestricted access to documents and colleagues (subject always to legal constraints).

Employees must never falsify any record – financial or non-financial, dispose or otherwise transfer any GMSL assets without proper documentation and authorisation, make any false or misleading accounting entries or expense claims or destroy information to conceal bad practices.

If employees are concerned that correct financial processes are not being followed or that any kind of false or misleading entries are being made, they should promptly report these concerns to a member of the Management Team.

Data Privacy & Confidentiality

As a business, GMSL holds personal data about employees, our clients, suppliers and other third parties. This information can be held in paper files as well as electronically. It is crucial that we ensure that the confidential nature of any such personal data is kept secure at all times.

In some countries, compliance with data privacy regulations is required by law and any failure to comply could result in financial and criminal penalties for both GMSL and the individual. Any personal data that we hold must only be used for business purposes and we must ensure that it is:

Obtained lawfully;
Processed only for the purposes for which it was obtained;
Accurate and relevant to the purpose;
Not held for longer than is necessary;
Stored securely; and
Not transferred to other countries without adequate protection.

Confidentiality of client and GMSL data is a critical element of our services to clients. All employees must comply with the provisions of GMSL’s Information Security Policy.

Insider dealing & Market Abuse

As part of their job, employees may become aware of material “inside information” about GMSL, our affiliates, our clients, or other companies we do business with. It is against the law and against company policy to use inside information for personal benefit, or on behalf of others. This includes selling or buying shares or other securities such as listed bonds on the basis of inside information, which is known as “insider dealing” and is a serious criminal offence. It is also an offence to share inside information with any other person if they might use it to make a trading decision. We all have a responsibility to know and abide by the law and our internal policy. These rules apply even after employees stop working for GMSL.

GMSL will not take any actions which could lead to market abuse. This means we will not act or omit to act in ways which can give a false or misleading impression of the supply of, or demand for, any product or trade in a manner which could be perceived as manipulating the market. This could be trading or placing orders to
trade and withdrawing them before they are executed; using fictitious devices or other forms of deception to alter prices; misusing information (i.e. basing behaviour on information which is not generally available, but which is important to an investor in decision making); or disseminating false or misleading information.

Conflicts of Interest

A conflict of interest happens whenever our personal interests are allowed to interfere or influence our ability to make decisions for the good of the business or our customers. Even when nothing wrong is intended, the appearance of conflicting interests can hurt our reputation and the company’s image. We should never put our own interests ahead of the business, even if it appears that the decisions may be beneficial for everyone.

Employees should avoid all situations where the appearance of a conflict might exist and ask themselves how an outsider would view it.

Employees must not use property or information acquired through their work for clients of GMSL for personal advantage or for the purpose of competing with GMSL or our clients. Employees must not use other people to do indirectly what you are prohibited from doing themselves.

Antitrust and Competition Law Compliance

GMSL has a policy of strict compliance with the antitrust and competition laws of all relevant jurisdictions, including those of the United States and the European Union.

In general, the antitrust laws prohibit agreements or actions that may restrain trade or reduce competition. Violations include agreements among competitors to fix or control prices or rig bids; to boycott particular suppliers or customers; to allocate products, territories, or markets; or to limit the production or sale of products or services and the exchange of commercially sensitive information. The laws apply to both formal and informal communications and you may not act in contravention of any such laws.

Anti-trust law violations could expose GMSL to civil lawsuits and fines. In the US, this could result in the payment of punitive treble damages. In the EU fines can be up to 10% of Group turnover.

In some countries (such as the US and UK), both the company and participating individuals may be exposed to criminal prosecution, including heavy fines and/or imprisonment. The competition laws in the US and the EU can also apply even when the conduct occurs outside the relevant country or countries’ borders.

Sanctions and Trade Restrictions

Countries periodically impose sanctions and restrictions on international trade with certain other countries, entities and individuals. GMSL may not trade in contravention of any such rulings. It is essential that such rules are not breached given the seriousness of the penalties that could result. These may be fines, revocation of permits to import and export, and imprisonment of individuals.

Bribery and Corruption

Corruption is the abuse of entrusted power. Bribery is the most common form of corruption. Bribery involves the offering, giving, receiving or soliciting of money, a gift or other financial advantage as an inducement to do something that is improper, illegal or a breach of trust in the course of doing business. This includes any payment through a third party and a recipient acting or failing to act in anticipation of receiving a financial or other advantage.

Without exception, GMSL strictly prohibits bribery and corruption in any form.

As a company we believe in following the principles of integrity, transparency and accountability. A key part of corporate integrity is complying with all applicable rules. As a company carrying out their business in the United Kingdom GMSL are also directly affected by and are subject to the Bribery Act 2010 together with other legislation. This legislation imposes strict legal rules on our trading with which we must comply. We can be responsible for acts of bribery committed on our behalf, by anyone acting on our behalf, even
without our knowledge anywhere in the world.

If employees abide by the principles and procedures set out in this document both the employees and GMSL will be able to carry on business in the knowledge that they are complying with this Act and the other legal rules which are relevant.

Any violation of this policy by an individual or entity acting on our behalf may result in disciplinary action up to and including termination of employment and termination of the business relationship.

In addition employees should note that the penalties for violation of the laws against bribery are harsh and include fines and imprisonment for individuals. For GMSL penalties can include unlimited fines as well as reputational damage.

Tax Evasion

GMSL takes a zero tolerance approach to tax evasion. Employees must not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country. Employees must immediately report to their line manager any request or demand from a third party to facilitate an evasion of tax or any concerns that such a request or demand have been made.

Gifts, Hospitality and Entertainment

GMSL is committed to not receiving or giving bribes. As gifts can sometimes be disguised bribes or be misinterpreted as bribes we must ensure that giving or receiving gifts cannot distort our business relationship, create a conflict of interest or be construed as a bribe. A conflict of interest may also arise by the giving or receiving of favours or special treatment to which no financial value can be attached. Such special treatments generally encourage a “pay-back” expectation and can distort a business relationship.

We set out below the rules which clearly define what we consider to be genuine and acceptable, and what is not. A gift should be reasonable and proportionate. It is important to remember that a value of a gift in the UK may have a higher value in other countries and additional care must be taken that the gift is at an
appropriate level.

Accepting gifts

Gifts of any value are not permitted to be accepted that may induce performance of an employee or cause obligation on behalf of that employee, for example whilst contract negotiations are taking place. In these circumstances, the gift must be returned with a letter explaining the position.
Employees and others working on behalf of GMSL are permitted to accept gifts which are below £50 in value. If any gifts are received which are in excess of £50 then authority must be sought from your Manager who will decide whether the gift should be accepted taking into account all the relevant circumstances.
Employees and others working on behalf of GMSL are not permitted to accept frequent gifts from any one person and/or organisation (i.e. in excess of £200 per annum) unless prior authority is obtained from your Manager who will take into account all the relevant circumstances. If gifts are received on a regular basis, they should be returned with a letter of explanation or alternatively, the gifts may be donated to charity.
If a gift is presented to an employee with a value in excess of £50 and it is not possible or it is offensive to refuse such a gift (e.g. at a public event) you should consult with your Manager and
either acceptance of the gift will be permitted taking into account all the relevant circumstances or alternatively proper disposal of the gift can be agreed upon. This may involve either returning the gift with a letter of explanation or donating it to charity.

Giving gifts

GMSL appreciates that in some circumstances gifts can be appropriate. All gifts must be reasonable and proportionate and the gift must be pre-approved by your Manager. Care must be taken to ensure that by offering the gift you are not placing the recipient in a position of obligation. If the gift is in excess of £50 then this must be pre-approved by your Manager who will consider the relevant circumstances before deciding whether the gift should be offered.

Gift reporting

Any gifts given or received, other than branded gifts or stationery, must be recorded by the individual employee and submitted to your Manager as soon as possible.

Political and Charitable Contributions

GMSL does not support individual political parties or individual politicians and does not make direct or indirect contributions on behalf of GMSL to political parties, organisations or individuals engaged in politics.

Employees are free to participate in democratic political activities, but this should be done in their own time, using their own money, and without reference to their relationship to GMSL or to our clients.

Whilst GMSL does make charitable donations, they are independent of all business relationships.

Health & Safety

GMSL will conduct all of its activities in a manner which will protect the health, safety and welfare of its employees and others who may be affected, including employees, contractors, customers and the public. GMSL management will ensure that all possible steps are taken, not merely to prevent injury, but actively to maximise safety. The following principles underpin this objective, and apply to all activities carried out by or on behalf of GMSL.

All occupational injuries and illnesses are preventable.
Management is responsible for ensuring this prevention. Each manager is accountable to their manager for the safety of the staff they supervise.
Each employee is responsible for their own safety and that of their colleagues and it is their duty to act responsibly and to do all that they reasonably can to prevent injury.
Safety will be integrated into all aspects of GMSL’s activities and will be ranked no less highly than any other business concern.
All activities carried out on behalf of GMSL shall be executed in such a manner as to maximise safety and to minimise risk as far as reasonably practicable, whether to individuals or to the environment.
Each employee will be trained in safe working practices and will understand their responsibilities and the benefits from discharging them effectively.
All deficiencies in safety performance will be thoroughly investigated, even where no injury resulted, and will be promptly rectified.
It is the responsibility of every employee to identify hazards and areas where safety improvements can be made.
GMSL understands that an unsafe business cannot be a profitable business.
Compliance with legislation concerning health, safety and welfare will be considered a minimum requirement.

Fair Treatment and Equal Employment Opportunities

GMSL respects and values the individuality and diversity that every employee brings to the business and we seek to create a positive, open working environment wherever we operate.

In relation to our employees:

We are committed to basing our relations with our employees on respect for the dignity of the individual and fair treatment for all;
We aim to recruit and promote employees on the basis of their suitability for the job without discrimination; and
We do not tolerate any form of discrimination or sexual, physical, mental or other harassment of any kind towards our employees.

Employees must:

Treat colleagues fairly and with dignity and respect. Discrimination of any kind will not be tolerated;
Follow all applicable labour and employment laws in the country in which they work.
Report any instances of breaches of our commitment to equal opportunities. All employees have a responsibility to address issues that they become aware of.

Working Without Harassment/ Bullying

We expect that all employees should be treated fairly and with respect. We will not tolerate harassment or bullying of any kind in the workplace against our employees – or our suppliers, business partners or clients.

Employees must always abide by these basic rules:

It is unacceptable to make jokes about race, ethnicity, religion, age or sexual orientation;
It is unacceptable to distribute, display or keep on company property any material which could be considered offensive including emails, cartoons, photos etc;
It is unacceptable to spread malicious rumours or use email, voicemail or other means to transmit derogatory or discriminatory comments;
Offensive, intimidating, insulting or malicious behaviour of any kind will not be tolerated.

All forms of harassment or abuse are against company policy and will not be tolerated. If an employee is being bullied or harassed, or is aware that someone else is, they can speak in confidence to their Manager or another senior member of staff.

Modern Slavery

GMSL is committed to acting ethically and with integrity in all our business relationships, and to implementing and enforcing effective systems and controls to ensure slavery and human trafficking is not taking place anywhere in our business or in our supply chains. Staff are expected and encouraged to report concerns to management who should then act upon them.

We will achieve these aims to identify and mitigate risk in the following ways:

– Ensuring that suppliers are aware of our zero tolerance approach towards Slavery and Human Trafficking and our expectations that they conduct their business in an ethical manner.
– Requiring relevant suppliers to provide a copy of their Statement published under the Modern Slavery Act 2015;
– Including in our standard commercial contract terms obligations upon sub-contractors that they comply with the Act and take steps to ensure their organisations are free from modern slavery.

GMSL will not knowingly support or deal with any business involved in slavery or human trafficking.

Environment

As a provider of software and services our principal activities have few direct impacts on the environment. Despite this we recognise that our operations have an effect on the local, regional and global environment.

GMSL and its management are committed to continuous improvements in environmental performance and the prevention of pollution.

Environmental regulations, laws and codes of practice will be regarded as setting the minimum standards of environmental performance.

In particular GMSL seeks to address the following areas:

The company will use environmentally safe energy sources to meet our needs. We will seek to minimise our energy use in so far as is practical.
The company will seek to address its impact on the environment through its procurement policy. We will conserve resources through efficient use and careful planning
The company maintains that a primary part of its corporate environmental strategy is sustainable waste management and as such recognises its responsibilities to recycle materials wherever feasible.
We will minimize waste, especially hazardous waste, and whenever possible recycle materials. We will dispose of all waste through safe and responsible methods.
Through co-ordination and use of alternatives to physical transportation we seek to minimise the use of transport for people and goods in our business.