Introduction
The Corporate Business Principles of Western Marine Services prescribe certain values and principles which Western Marine Services has committed to local and worldwide. This Code of Business Conduct specifies and helps the continued implementation of the Corporate Business Principles by establishing certain non- negotiable minimum standards of behavior in key areas.
The nature of this Code is not meant to cover all possible situations that may occur. It is designed to provide a frame of reference against which to measure any activities. Employees should seek guidance when they are in doubt about the proper course of action in a given situation, as it is the ultimate responsibility of each employee to “do the right thing”, a responsibility that cannot be delegated.
Employees should always be guided by the following basic principles:
- avoid any conduct that could damage or risk Western Marine’s or its reputation;
- act legally and honestly;
- put the Company’s interests ahead of personal or other interests. For the purposes of this Code, references to “employees” include employees, associates, officers and directors of Western Marine’s. and its subsidiaries.
POLICY
The Code of Conduct outlines the standard of behaviour and conduct required of all directors, officers and employees in the performance of their work with Western Marine Services Ltd.
SCOPE
The Western Marine Services Ltd Code of Conduct sets down standards for appropriate ethical and professional behaviour for directors, officers and employees. It sets out the fundamental values which form the basis of, and, underpin business and personal relationships at Western Marine Services Ltd.
Compliance with laws, rules and regulations
We will respect and observe all applicable laws, regulations and Western Marine Services Ltd policies and follow all lawful directions (see Western Marine Services Ltd’s legislative and regulatory compliance policy,). Where concerns arise, legal advice should be sought before any action or decision is taken
Respect for Western Marine Services Values
We will uphold the following Western Marine Services Ltd corporate values and use them as guiding principles in the conduct of our work and working relationships. The values are:
- put safety first
- respect our customers
- work together
- make a positive difference
- earn trust
- act like it’s our own business
Protection of Western Marine Services Interests
We will conduct ourselves with honesty and integrity respecting both the spirit as well as the letter of the law, adhere to and comply with ethical obligations and avoid taking any actions that compromise Western Marine Services Ltd’s name, legitimate interests and business objectives Western Marine Services Ltd’s name, legitimate interests and business objectives.
Occupational health and safety
Western Marine Services Ltd is committed to protecting the health and safety of its employees, contractors and the general public and believes that every staff member and contractor working with Western Marine Services Ltd has the right to return home from work free from injury and harm. We will comply with all health and safety legislation and regulations as a minimum, and adhere to Western Marine Services Ltd’s health and safety policies and systems in relation to our own people, contractors and members of the public.
Professional behaviour
We will maintain the highest levels of professional conduct in our interactions with each other and in representing the company with our customers, other stakeholders and the wider community. Business relationships will be maintained in a manner consistent with the principles of:
- Courtesy and respect for others
- Integrity and fairness
- Taking responsibility for one’s actions and being accountable for the consequences
- Having regard for interests, rights, safety and welfare of others
- Acting honestly, cooperatively and being trustworthy
- Being fair and unbiased in all our dealings
- Merit, equity and probity
- Promoting a positive image of Western Marine
Dress standards
Dress standards are to be appropriate to the workplace and the tasks being undertaken on any particular day. Regardless of whether staffs are working from a corporate or operational location, staff will dress in a way that is consistent with and projects Western Marine Services values. The same standards apply for approved casual dress days. Safety requirements will include approved personal protective clothing and footwear for staff in operational areas. Staff in non-operational areas should wear footwear that is appropriate, having regard to their role, working environment and workplace hazards. Staff visiting operational areas should ensure that they check operational requirements prior to visiting the area and comply at all times
Action within delegated authority and company policy
We will act within the limits of our authority and company policy. Managers will be responsible to inform all employees of the limits of their delegated authority and all relevant company policies
Employees who are uncertain of their authority should seek clarification from their Manager.
Conflicts of interest
We owe our first business loyalty to Western Marine Services Ltd and we will not allow any actual or perceived conflict of interest to affect Western Marine Services operations.
A conflict of interest exists when your personal interest interferes in any way with the interests of the Company. Your obligation to conduct the Company’s business in an honest and ethical manner includes the ethical handling of actual, apparent and potential conflicts of interest between personal and business relationships. This includes full disclosure of any actual, apparent or potential conflicts of interest as set forth below.
Special rules apply to executive officers and directors who engage in conduct that creates an actual, apparent or potential conflict of interest. Before engaging in any such conduct, executive officers and directors must make full disclosure of all facts and circumstances to the General Counsel and the Chair of the Board of Directors.
Interests in Outside Companies
Decisions to do business with individuals or companies must be made solely on the basis of the best interests of the Company. You should not make decisions as part of your job that would have a significant impact on any company or business in which you have a significant financial or other interest. You should not acquire a significant interest in any customer or other entity that is affected by decisions you make on behalf of WMS, unless you obtain approval from your Department Head after consultation with WMS Legal department. Any interest in another company that would influence you to make a decision based on that company’s or your own interests rather than WMS is considered “significant.” An interest can be financial, such as owning stock, or personal, such as a family or other close relationship with an owner of a company. If you are uncertain whether an interest is significant, you should disclose it to your manager, who can decide whether you should be assigned to duties involving the company in question
Use of Company Resources
You may not use WMS’ money, materials, supplies or other resources, including computers, to advance your personal interests. We each have a duty to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. We should take measures to prevent damage to and theft or misuse of Company property. Except as specifically authorized, Company assets, including Company time, equipment, materials, resources and proprietary information, must be used for business purposes only. Personal calls from office telephones should be kept to a reasonable minimum. Similarly, use of Company computers, including the Internet, for personal matters should be kept to a reasonable minimum and any such usage should be consistent with the Privacy, Security, and Standards of Use of Company Equipment section of this Code. In no instances should such personal use of Company telephones or computers interfere with your work commitments. When you leave the Company, all Company property must be returned to the Company.
Improper Personal Benefits from the Company
Conflicts of interest arise when an employee or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. You may not accept any benefits from the Company that have not been duly authorized and approved pursuant to Company policy and procedure, including any Company loans or guarantees of your personal obligations. The Company will not make any personal loans to nor guarantee the personal obligations of directors and executive officers.
Antitrust and fair dealing
Western Marine is prepared to compete successfully in today’s business environment and will always do so in full compliance with all applicable antitrust, competition and fair dealing laws. Therefore, employees must at all times adhere to the following rules:
- Commercial policy and prices will be set independently and will never be agreed, formally or informally, with competitors or other non-related parties, whether directly or indirectly;
- Customers, territories or product markets will never be allocated between Western Marine and its competitors but will always be the result of fair competition;
- Customers and suppliers will be dealt with fairly.
All employees, but especially those who are involved in marketing, sales and purchasing, or who are in regular contact with competitors, have a responsibility to ensure that they are familiar with applicable competition laws. When in doubt, the Legal Function should be contacted in order to provide competition law advice and training
Confidential information
We value and protect our confidential information and we respect the confidential information of others
Confidential information consists of any information that is not or not yet public information. It includes trade secrets, business, marketing and service plans, consumer insights, engineering and manufacturing ideas, product recipes, designs, databases, records, salary information and any non-published financial or other data.
Western Marine continued success depends on the use of its confidential information and its non-disclosure to third parties. Unless required by law or authorized by their management, employees shall not disclose confidential information or allow such disclosure. This obligation continues beyond the termination of employment. Furthermore, employees must use best efforts to avoid unintentional disclosure by applying special care when storing or transmitting confidential information.
Western Marine respects that third parties have a similar interest in protecting their confidential information. In case those third parties, such as joint venture partners, suppliers or customers, share with WMS’ confidential information, such information shall be treated with the same care as if it was WMS’ confidential information. In that same spirit, employees shall protect confidential information that they have obtained in the course of their prior employment.
Fraud, protection of company assets, accounting
We insist on honesty and we respect the Company’s assets and property
Employees must never engage in fraudulent or any other dishonest conduct involving the property or assets or the financial reporting and accounting of Western Marine or any third party. This may not only entail disciplinary sanctions but also result in criminal charges.
Western Marine’s financial records are the basis for managing the Company’s business and fulfilling its obligations to various stakeholders. Therefore, any financial record must be accurate and in line with Western Marine’s accounting standards. Employees shall safeguard and make only proper and efficient use of Western Marine’s property. All employees shall seek to protect Western Marine’s property from loss, damage, misuse, theft, fraud, embezzlement and destruction. These obligations cover both tangible and intangible assets, including trademarks, know-how, confidential or proprietary information and information systems. To the extent permitted under applicable law, the Company reserves the right to monitor and inspect how its assets are used by employees, including inspection of all e-mail, data and files kept on Company network terminals.
Bribery and corruption
We condemn any form of bribery and corruption
Employees must never, directly or through intermediaries, offer or promise any personal or improper financial or other advantage in order to obtain or retain a business or other advantage from a third party, whether public or private. Nor must they accept any such advantage in return for any preferential treatment of a third party. Moreover, employees must refrain from any activity or behaviour that could give rise to the appearance or suspicion of such conduct or the attempt thereof.
Employees should be aware that the offering or giving of improper benefits in order to influence the decision of the recipient, even if he or she is not a government official, may not only entail disciplinary sanctions but also result in criminal charges. Improper benefits may consist of anything of value for the recipient, including employment or consultancy contracts for closely related parties.
Employees must be aware that election laws in many jurisdictions generally prohibit political contributions by corporations to political parties or candidates.
Gifts, meals, entertainment
We compete and do business based only on quality and competence
Employees shall not be influenced by receiving favours nor shall they try to improperly influence others by providing favours. Employees may only offer or accept reasonable meals and symbolic gifts which are appropriate under the circumstances, and they shall not accept or offer gifts, meals, or entertainment if such behaviour could create the impression of improperly influencing the respective business relationship.
When assessing the situation in light of the above, employees shall consult the policy
applicable in their Market. If no such policy is available, they shall apply the most restrictive local practice in order to avoid even the appearance of improper dealings. When in doubt, the employee shall seek guidance from his or her Line Manager or the Legal or Compliance Function.
No employee shall offer to or accept from any third party gifts taking the form of any of the following, whatever the value involved:
- money
- loans
- kickbacks
- similar monetary advantages.
Discrimination and harassment
We embrace diversity and respect the personal dignity of our fellow employees
Western Marine respects the personal dignity, privacy and personal rights of every employee and is committed to maintaining a workplace free from discrimination and harassment. Therefore, employees must not discriminate on the basis of
- origin
- nationality
- religion
- race
- gender
- age or
- political beliefs
- family status
- sexual orientation
- or engage in any kind of verbal or physical harassment based on any of the above
- or any other reason.
Employees who feel that their workplace does not comply with the above principles are encouraged to raise their concerns with the HR Department.
Decision making
Western Marine Services Ltd is committed to making decisions in a fair, impartial and prompt manner giving consideration to all available information, legislation and its own policies and procedures.
Failure to comply
We will consult the Code, comply with its provisions and seek guidance where needed
It is each employee’s responsibility to ensure full compliance with all provisions of this Code and to seek guidance where necessary from their Line Manager, or from the HR or the Legal or Compliance Function. To “do the right thing” and to ensure the highest standards of integrity is each employee’s personal responsibility that cannot be delegated.
When in doubt, employees should always be guided by the basic principles stated in the introduction to this Code.
Any failure to comply with this Code may result in disciplinary action, including the possibility of dismissal and, if warranted, legal proceedings or criminal sanctions.
Reporting illegal or non-compliant conduct
We take responsibility for ensuring that we all act with integrity in all situations
Employees shall report any practices or actions believed to be inappropriate under this Code or even illegal to their Line Managers or the appropriate members of the HR or the Legal or Compliance function. If it is appropriate, in view of the nature of the reported matter, reports of violations may be made directly to higher levels including the Chief Executive Officer and/ or Chief Compliance Officer.
Where appropriate, complaints may be made on a confidential basis or through employee Hotlines.
All complaints shall be properly investigated. Western Marine prohibits retaliation against any employee for such reports made in good faith, while it also protects the rights of the incriminated person
On behalf of Board of Directors
Western Marine Services Limited