Core Avionics & Industrial Inc. Business Ethics Policy

1. Standards of business Practice

Core Avionics & Industrial Inc. (the “Company”) is committed to high ethical standards in our business dealings.

1.1. Bribery and corruption

The Company is resolutely opposed to bribery and corruption in whatever form it may take. Any payments, gifts or inducements made by or on behalf of the Company and which induce or are intended to induce someone to act improperly and payments, gifts or inducements to public officials to influence them in the performance of their duty (other than payments, fees etc. which they are entitled to demand by written law) are matters which will be investigated and may result in disciplinary action, including summary dismissal, against employees concerned.

Gifts or entertainment may only be offered to a third party if they are consistent with customary business practice in the relevant territory, are modest in value and cannot be interpreted as inducements to trade. Where there is any doubt, guidance should be sought from your Supervisor or the Company’s General Counsel.

Sales of the Company’s services and products and purchases of services and products from suppliers will be made solely on the basis of quality, performance, price, value and/or for the benefit of the Company, and never on the basis of giving or receiving inducements in the form of payments, gifts, entertainment or favors or in any other form.

Employees should not accept gifts, money or entertainment from third party organizations or individuals where these might reasonably be considered likely to influence business transactions. Gifts, other than trivial ones with a low value, should be returned. This becomes even more important when a procurement decision is pending. In a culture where such an action might cause offense, the gift should be declared to the Company and, if practical, donated to an appropriate charity.

1.2 Political contributions

The Company does not make contributions to political parties, political candidates, or organizations which are politically active and this policy should be followed worldwide. It is important to note that 'contributions' and 'payments' can include employee’s work time, sponsorship of events and gifts in kind etc. not just cash donations.

1.3. Treatment of customers

Mutual trust and confidence between the Company and our customers is vital. All employees should strive to consistently deliver service excellence and value for money, meeting customers’ expectations and anticipating their changing requirements.

Accurate understanding of both the customer’s expectations and the Company’s obligations are vital and depend on open and clear communication with the customer.

Our goal is to understand the customer’s needs and work jointly to deliver them. If during contract discussions we consider that a customer’s interests are not well served in the long term by our proposals, we will make this clear even if it impacts negatively on our business.

Being open and honest with our customers also means that we will raise concerns with them if we become aware of any businesses practices or processes in their business we believe are contrary to their values or mean we will compromise our own if we follow them.

1.4. Treatment of suppliers

Our suppliers are entitled to fair treatment. It is our policy to pay suppliers in accordance with agreed terms of trade. We set high standards for our suppliers in the context of our own ethical policy.

1.5. Competition

The Company will always compete vigorously and in a fair and ethical way. Competitive success is built on providing good value and service excellence. When in contact with competitors, employees will avoid discussing confidential information and no attempt will be made to improperly acquire competitors’ trade secrets or any other confidential information. Employees must not publicize, discuss, or share with competitors (even indirectly) pricing information or engage in any conduct or practices which would conflict with the laws applicable to the business concerned.

2. Our approach to corporate governance

The Company is committed to protecting the interests our organization through compliance with the relevant legal and regulatory environments and careful management of business risks.

2.1. Compliance with the law

The Company will comply fully with all relevant national and international laws and regulations.

It is the responsibility of all managers to ensure, by taking legal or other expert advice where appropriate, that they are aware of all local laws and regulations which may affect the area of the business in which they are engaged.

2.2. Accounting standards and records

All accounting documentation must clearly identify the true nature of business transactions, assets and liabilities in conformity with relevant regulatory, accounting and legal requirements. No record or entry may be false, incomplete or suppressed.

All Company reporting must be accurate and complete and in compliance in all material respects with accounting standards, policies and procedures. Employees must not materially misstate or knowingly misrepresent management information for personal gain or for any other reason. Concerns that this may have occurred or will occur should be reported to your supervisor or the Company’s General Counsel.

2.3. External reporting

The Company may be required to make statements or provide reports to regulatory bodies, government agencies or other government departments. Care should be taken to ensure that such statements or reports are correct, timely and not misleading. Senior management must be made aware of any sensitive disclosure before it is made.

Care must also be taken when making statements to the media that information given is correct and not misleading. Information which, if made public would be likely to have material effect on the Company about certain transactions such as mergers, acquisitions or disposals or transactions with related parties is subject to specific rules. Such matters should be referred to the Company’s General Counsel. Enquiries from the media should be referred to Company media relations experts and statements should only be made by designated spokespersons.

Only authorized spokespersons are permitted to represent the Company in media or investor relations.

2.4. Policies and procedures

The Company recognizes that there are risks associated with carrying out any business activity. Management is responsible for ensuring that policies and procedures are in place to manage risks and for complying with those policies and procedures. Employees should ensure that they are aware of the risks associated with their activities and that they comply with policies and procedures in place to manage those risks.

3. Our commitments to our employees

The Company is committed to optimizing individual and business performance through employing the best people at all levels and creating an environment in which they want to and are able to contribute fully to the Company’s success. To achieve a working environment in which team spirit and commitment to the goals and values of the Company are maintained, we all have a duty to ensure that individual employees are treated fairly and with dignity and respect.

3.1. Compliance with laws

In dealing with its employees, the Company will act in compliance with national regulatory requirements and employers’ obligations to employees under labor or social security laws and regulations must be respected.

3.2. ILO Declaration on Fundamental Principles and Rights at Work

The Company supports the four fundamental principles in the ILO Declaration. Thus, in accordance with local legislation and practice we will respect freedom of association and the right to collective bargaining. Employment will be freely chosen with no use of forced or child labor, and we will not discriminate on the basis of gender, color, ethnicity, culture, religion, sexual orientation or disability and will abide by all antidiscrimination and human rights legislation in every jurisdiction where the Company operates.

3.3. Harassment

Harassment can be defined as unwanted behavior, which a person finds intimidating, upsetting, embarrassing, humiliating or offensive. Conduct involving the harassment (racial, sexual or of any other kind) of any employee is unacceptable. Should an employee believe that he or she has been harassed the matter should be raised with the department head, your direct supervisor, or the Company’s General Counsel who will arrange for it to be investigated impartially without delay.

3.4. Equal opportunity

The Company values all its employees for their contribution to the business. Opportunities for advancement will be equal and will not be influenced by considerations other than their performance, ability and aptitude. Employees will also be provided with the opportunity to develop their potential and, if appropriate, to develop their careers further with the Company.

3.5. Health & safety

The Company places the highest priority on protecting the health and safety of employees whilst at work. In particular, we will constantly review the effectiveness of our methods of operation to best protect those who work in a high‐risk environment. This includes evaluating, mitigating and managing risks where they occur and enforcing robust procedures that safeguard our employees and the people, property and assets they look after. We expect our leaders to be outstanding role models, setting the highest standards for health and safety and fostering a culture where, in line with our values, health and safety is the first consideration in everything we do.

3.6. Pre‐employment screening and selection

In order to protect the interests of its employees and customers, and because of the nature of its business, the Company will apply rigorous pre‐employment screening and selection techniques.

4. Our approach to being a good corporate citizen

The Company is committed to being a good corporate citizen, taking account of the economic, social and environmental impact of our business and aiming to maximize the benefits and minimize any negative impact of our global operations.

4.1. Human rights

The Company is committed to fulfilling its responsibilities on human rights around the world by applying the United Nations Guiding Principles on Business and Human Rights (2011).

The Guiding Principles affirm four international standards that have achieved broad international consensus as a human rights baseline for all businesses:

  • The Universal Declaration of Human Rights (1947)
  • The International Covenant on Civil and Political Rights (1966)
  • The International Convention on Economic, Social and Cultural Rights (1966)
  • The International Labor Organization Declaration on Fundamental Rights at Work (1998)

4.2. The environment

The Company will conduct its business with respect and consideration for the environment. We will strive actively to reduce the group’s overall impact on the environment by targeting annual reductions in our carbon intensity and the management of waste, water, vehicle emissions and energy consumption.

4.3. Local communities

The Company is fully committed to supporting and assisting the communities in which it operates through a variety of means including charitable fund‐raising, sponsorship of community projects and voluntary work by employees. We conduct our business with respect and consideration for the good of local communities, taking steps to minimize any disturbance as a result of our operations. We will also serve local interests by providing good employment opportunities and effective services and products and paying a fair wage which supports a reasonable standard of living for our employees and their families.

5. Employee commitments to the Company

Employees have a duty to promote the interests of the Company.

This policy cannot anticipate every eventuality where actions of employees may conflict with our ethical standards. Employees are therefore expected to exercise good ethical judgement even when circumstances might not otherwise specifically violate this code of conduct or where specific laws or regulations do not apply. If in any doubt, employees should consult the Company’s General Counsel.

5.1. Confidential information

Employees must not make use of confidential information obtained through their employment for personal gain. The disclosure of confidential information to any third party during or after employment is not permitted unless the disclosure has been appropriately authorized, is for a legitimate business reason and the information is being communicated securely. ‘Confidential information’ is either information that has been described specifically as being confidential or is otherwise obviously confidential from the surrounding circumstances.

The term ‘confidential information’ does not include information in the public domain or information which the individual concerned is required by law to disclose.

5.2. Conflicts of interest

Every employee has a duty to avoid business, financial or other direct or indirect interests or relationships which conflict with the interests of the Company, or which divides his or her loyalty to the Company. Any activity which even appears to present such a conflict must be avoided or terminated unless, after disclosure to the appropriate level of management, it is confirmed in writing that the activity does not constitute a conflict of interest and is not detrimental to the reputation and standing of the Company.

5.3. Social networking

Employees who engage in social networking on websites or in groups which show any association with, or make reference to, the Company are expected to behave in ways that are consistent with the Company’s values and policies and in accordance with applicable laws. Employees must therefore ensure that the Company is not exposed to legal or reputational risks and the safety and security of employees, customers and the general public are not undermined.

6. Implementation

This Business Ethics Policy is published in the Company including on corporate website.

For all new staff, employment contracts or written statements will include the Business Ethics Policy as appropriate. These should be signed, retained on file and be auditable.

Implementation of and adherence to the Business Ethics Policy is monitored as part of the Company’s compliance processes. The policy will be reviewed annually.

6.1. Employee complaints, concerns and suggestions

Employees can expect that the Company will give due consideration to their constructive suggestions and will provide a considered and objective review of genuine concerns and complaints. Such concerns include fraud, misrepresentation, theft, harassment, discrimination and non‐compliance with regulations, legislation, policies and procedures.

Concerns must be investigated impartially so that the employee’s rights are protected. Employees who have concerns about potential unethical behavior should advise the department head, their direct supervisor, or the Company’s General Counsel in the first instance. To ensure that confidentiality is maintained, employees should not discuss such concerns with colleagues or other third parties, unless specifically authorized or unless it is a legal requirement.

6.2 Compliance monitoring

We monitor, on a regular basis, compliance with this Business Ethics Policy, using information reported by employees, internal/external audit and ongoing management reporting.

6.3 Adherence to policy

Since the Company aims to maintain high ethical standards in carrying out its business activities, practices of any sort that are incompatible with these principles and policies are not tolerated. Strict adherence to these principles and supporting policies is a condition of employment by the Company. Any action by an employee, which deliberately or recklessly breaches this Business Ethics Policy, may result in disciplinary action and where appropriate, criminal proceedings will be instituted.