LegalLEGAL

Business Code of Conduct and Ethics

Adopted by the Board: 29th March 2021

Last Amended:

Policy Owner: Board of Directors and all Employees

Email:  contact@globalspectrumplc.com

Policy

This Code of Conduct and Ethics outlines Global Spectrum Energy Services Plc’s (the “Company”) expectations on the behaviour of its employees towards others, stakeholders and the society at large. This will serve as a guide to proper business conduct for all employees and we expect all employees to observe the highest standards of ethics and integrity in their conduct.

Scope

This policy applies to all employees/organizational members regardless of his/her position or the employment type.

Trust and Credibility

The success of our business is dependent on the trust and confidence we earn from our employees, customers and shareholders. We gain credibility by adhering to our commitments, displaying honesty and integrity and reaching company goals solely through honourable conduct.

The communication and expression of all employee should be guided by the desire for a respectful, safe, and collaborative working environment and should be directed by the same values in their judgment and behaviour.

Gender, Race and Ethnicity

As a Company, we welcome and support people of all backgrounds and identities not withstanding any sexual orientation, gender, identity and expression, race, ethnicity, culture, national origin, social and economic class, educational level, colour, immigration status, sex, age, size, family status, political belief, religion and mental and physical ability.

Create a Culture of Open and Honest Communication

Everyone should feel comfortable to speak his or her mind, particularly with respect to ethics concerns. Managers have a responsibility to create an open and supportive environment where employees feel comfortable raising such questions without any discrimination. We all benefit tremendously when employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.

All questionable or unethical behaviour shall be investigated all reported instances of questionable or unethical behaviour and there shall be no form of retaliation against employees who raise ethics concerns in good faith.

Safety in the working environment

All employees should respect their colleagues, supervisors, managers and customers. Any discriminatory behaviour or harassment will not be tolerated. Any employee who feels harassed or discriminated against should report the incident to his or her manager or to the Human Resources Department.

Employees should be:

• Considerate

All employees depend on each other to produce best result. That been the case, the consequences of his action should be put into consideration while making individual decisions which will affect clients and colleagues.

• Respectful

Disagreement is no excuse for disrespectful behaviour. All employees should treat each other with respect as this will provide an environment where people feel comfortable. An uncomfortable or threatened environment is not a productive or creative one.

• Careful use of words

All employees should try as much as possible not to insult or put down others. Harassment and exclusionary behaviour, threats of violence, discriminatory jokes and language, sharing sexually explicit or violent material via electronic devices or other means, personal insults especially those using racist or sexist terms, unwelcome sexual attention, advocating for or encouraging any of the above behaviour or repeated harassment of others are highly prohibited.

Differences of opinion and disagreements are mostly unavoidable and what is important is to resolve disagreements and differing views constructively. Our differences can be our strengths and we can find strength in diversity too. Different people have different perspectives on issues, and that can be valuable for solving problems or generating new ideas. Being unable to understand why someone holds a viewpoint doesn’t mean that they’re wrong. Don’t forget that we all make mistakes, and blaming each other doesn’t get us anywhere, instead, focus on resolving issues and learning from others actions.

Professionalism

Employees must show integrity and professionalism in every aspect of conduct, including matters involving absenteeism, tardiness, and dress code compliance. Personal appearance should project the company’s commitment to professionalism.

Set a tone at the Top

Management has the added responsibility for demonstrating, through their actions, the importance of this Code. Managers must be responsible for promptly addressing ethical questions or concerns raised by employees and for taking the appropriate steps to deal with such issues. Managers should not consider employees’ ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication.

Integrity

All employees should fulfil their work with integrity and respect toward our stakeholders. Members are discouraged from accepting gifts from clients, or partners for the benefit of another party. All employees are expected to avoid any personal, financial or other interests that may interfere with the quality of work he/she carries out.

Care for the physical environment

Employees should treat company property and their physical environment with respect and care.

Use of Company Resources

The Use of Company Resources including time, material, equipment and information, are specifically for business use only. Employees are trusted to conserve company resources.

All Departmental Managers are responsible for the resources assigned to their various departments and should ensure a proper use of the allocated resources.

Solicitation of Company employees by non-employees is prohibited at all times.

Competition

The Company is dedicated to ethical, fair and vigorous competition. We will make independent pricing and marketing decisions and will not improperly cooperate or coordinate our activities with our competitors.

Proprietary Information

 It is important that we respect the property rights of others. We will not acquire or seek to acquire improper means of a competitor’s trade secrets or other proprietary or confidential information. We will not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property

Corporate Record keeping

All corporate records must be true, accurate and complete, and company data must be promptly and accurately entered in our books. We must not improperly influence, manipulate or mislead any audit, nor interfere with any auditor engaged to perform an independent audit of the company’s books, records, processes or internal controls.

Compliance with law

Employees must work to protect the company and its legal interests by complying with all environmental, health, safety and privacy laws.

Our commitment to integrity begins with complying with laws, rules and regulations imposed on the environment where our business is carried out. In furtherance to that, all employees must have an understanding of the company policies, laws, rules and regulations that apply to their specific roles. Where there is uncertainty about actions permissible by, advice should be sought.

Compliance with these principles are an essential element in our business success. Our Compliance Committee is responsible for ensuring these principles are communicated to and understood and observed by all employees.

Day to day responsibility is delegated to all management members who are responsible for implementing. Assurance of compliance will be monitored and reported each year. Compliance with the code is subject to review by the board and subject to audit review.

Employees are expected to bring to management’s attention any breach or suspected breach of these principles. Provision has been made for employees to be able to report in confidence.

Confidentiality/Disclosures

Employee will be individually responsible to adhering to the values and standards set forth in this Code. All company information and non-public should be confidential. Integral to our business success is our protection of confidential company information, Confidential and proprietary information includes such things as pricing and financial data, customer names/addresses or non-public information about other companies, suppliers and vendors. Were disclosure is to be made, there should be a valid business or legal purpose and proper authorization.

Public Disclosures on all financial reports should be full, fair, accurate, timely and understandable. All financial executives and employees responsible for the preparation for such reports should ensure that there are no misleading facts contained in the report as it shall not be excusable. Where it is suspected that facts in the statement is untrue, misleading or false, employees should inform the Human Resources and Compliance manager.

Avoid Conflicts of Interest

Employees should avoid any relationship or activity that might impair, or even appear to impair its ability to make objective and fair decisions when performing their jobs. Employees with a conflict of interest question should seek advice from management. Before engaging in any activity, transaction or relationship that might give rise to a conflict of interest, employees must seek review from their managers or the Human Resources department.

Disciplinary Actions

There will be an appropriate disciplinary action for employees who repeatedly or deliberately fail to follow this code of conduct.

Following a clear warning, employees who persistently show indecorous behaviour may face demotion, reprimand, and detraction of benefits, suspension, or termination.

Legal actions may be taken in cases of theft, embezzlement, corruption, and other unlawful actions by employees.