BUSINESS ETHICS POLICY

Goal and Scope

The goal of this document is to educate all employees of the organization about the importance of business ethics and the Company’s commitment to ensuring the same. Compliance with this document is mandatory, and exceptions are not permitted.

What is Ethics?

Wikipedia defines “Business Ethics” as “the field of ethics that examines moral controversies relating to the social responsibilities of business practices, in any economic system.” It looks at various business activities and asks, “Is this ethically right or wrong?” As a company and organization, this is what concerns us the most.

Why Ethics?

It is essential that we understand how we, as individuals and as employees of this company, should act towards one another, our customers, our clients and anyone we deal with during the course of our professional day.

In essence, ethics is all about what kind of people we are and what values guide us in our daily activities, and how these values guide us in the way we make decisions as we conduct the business of the company. A company, once damaged by scandal, improper conduct or even the appearance of it, will never regain its reputation. This will affect the entire organization, regardless of who was responsible.

Commitment and Responsibility

Borea shipping is committed to ensuring that all its international activities are conducted under all applicable legal and regulatory requirements and the highest standards of ethical business conduct.

It is the responsibility of all Borea shipping employees to ensure that none of Borea shipping businesses engages in practices which violate legal or regulatory requirements or which fall below these standards. Any Borea shipping employee engaging in business practices which violate legal or regulatory obligations or fall below the standards of ethical business conduct may be subject to disciplinary action, which may lead to dismissal and/or personal, criminal or civil liability.

It is the responsibility of each Borea shipping employee to ensure that they report an infringement or suspected infringement, legal or regulatory, to their direct manager or a member of the Compliance Committee following Company Policy on this subject.

Business Ethics

This brief document outlines what the company regards as appropriate or inappropriate in our day-to-day dealings: what we consider to be our Company Ethics.

Our Business Ethics represents the way in which we interact and deal with all types of clients, customers, agents and network members from all around the world. With such a variety of relations being formed involving different cultures and ways of doing business, our Company Code of Ethics, with values and principles which are robust and have endured the test of time, will eliminate uncertainty and assist in making the right and ethical decision.

The corporate conduct of Borea shipping is based on acting responsibly, honestly and with integrity at all times, and Borea shipping employees are required to work in the best interests of the Company. The Company’s interests may be jeopardized in the event of any conflicts of interest involving its employees, mainly if any such dispute gives rise to any issues of bribery and corruption.

Borea shipping policies are supported by further guidance notes and the application of common sense, logic and the basic standards of behaviour expected in the international environment in which the Company participates. These should assist in guiding each employee in determining the correct course of action when dealing with ethical standards in the performance of their daily working lives.

Our Business Ethics Policy provides employees with the fundamental principles required to govern the behaviour of all Borea shipping employees in the performance of their duties. A guiding principle should be that neither Borea shipping’s overall integrity nor its local reputation would be damaged if details of the business practice or transaction were publicly disclosed.

While it is impractical to try to cover every potential circumstance, the following descriptions of the standards are intended to assist employees. Failure of employees to observe the terms of the Ethics Code or any of the supporting Borea shipping policies and guidance notes may constitute a serious disciplinary offence and involve the termination of their employment.

If any employee believes that the standards of the Code and related policies are not being correctly adhered to, they should raise these concerns immediately. For this purpose, Borea shipping has instituted measures ensuring that any Employee who brings forth such a concern can do so without fear of either being punished or any retaliatory action being taken.

Below is a list of Codes related to issues which we as a company face on a day-to-day basis. This list is not limited to the below items and should not be construed as such.

Note: A simple rule of thumb: If something does not appear right or causes one to think twice or more about it, then it is probably better to seek advice first.

Compliance with Laws, Rules and Regulations

In conducting day-to-day business activities, all employees are to follow and observe the local laws, rules and regulations of the country they operate in. This is mandatory for all Borea shipping employees.

Accurate Records

Borea shipping mandates that all Company Records at all locations be reliable and maintained by QMS requirements which are derived from recognized and standard business practices worldwide. In addition to records being accurate, business records and documents are retained or destroyed only according to the guidelines of the Company’s Control of Records Procedure. To ensure proper checks and balances, each Borea shipping Office has a dedicated Finance Manager to ensure that accounting records are accurate, and receipts and expenditures are itemized and backed by supporting documentation and paperwork. Apart from regular periodic internal audits, external audits are also conducted yearly to ensure best practices are being adhered to.

Conflicts of interest

A situation that creates, appears to create, or might create a conflict of interest between personal interests and the interests of the company must be avoided at all costs. To ensure compliance with Company Regulations, employees must declare any information which would impede their ability to follow this regulation in their day-to-day activity or operation. Business activities are to be carried out impartially and fairly, and no concessions are to be given in exchange of any personal gains. This also applies to receiving gifts, presents, etc., which can have the effect of providing preferential treatment to the donor.

Gifts

Gifts of any kind which will or can influence, compromise or obligate the receiver (company employee) shall not be accepted, irrespective of the reason or cultural reason behind it.

Confidential Information

Company information (be it e-mails, letters, manuals, agreements, contracts, etc.) is just that: It is the information of the Company and not to be shared with anyone outside the Company or even within the Company if there is no business reason for it. Similarly, any information obtained from a Customer is not to be disclosed or shared outside of the Company, and even then only with those within the Company to whom it pertains.

In short, no Employee is permitted to disclose any Company trade secrets (commercial or otherwise), nor any confidential or personal information that they have been given access to for them to carry out their duties properly. This obligation may also extend to a fixed period after an employee leaves the Company as well.

Company Resources

The resources provided by the Company are there to assist employees in performing their day to day responsibilities efficiently and productively. While the Company ensures that all needed resources, be it equipment or otherwise, are provided to aid the employee in effectively carrying out Company business, the employee is responsible for ensuring that these resources are used for work and work-only purposes. Under no circumstances are these resources to be shared with anyone outside the Company or to be used for private purposes. Similarly, employees are responsible for taking appropriate measures to protect these resources.

Personal Conduct

Every employee of the Company, irrespective of their position, represents the organization to the outside world. The way they present themselves is the way our Company is perceived. Therefore, the highest professional standards and etiquettes must be followed at all times, irrespective of any situation or conflict. This applies to interaction within the company also.

Discrimination

Discrimination, be it stated, implied or otherwise, of any sort and not limited to race or gender is NOT condoned or allowed in any form or fashion. Borea shipping is committed to offering equal opportunities to all people without discrimination irrespective to race, sex, nationality, ethnic or national origin, language, age (except minors), marital status, sexual orientation, religion or disability. Borea shipping is equally committed ensuring a safe working environment for its employees free of any harassment. Any employee found violating this policy will face disciplinary actions, which may also lead to dismissal from the Company.

Anti-Bribery and Corruption

It is our policy to comply with all applicable anti-bribery laws and all applicable laws of countries where Borea shipping operates, and to reflect all transactions on Borea shipping’s books and records accurately. It is also Borea shipping’s policy to require agents, consultants and business partners who work on behalf of Borea shipping to comply with these same laws and practices.

Borea shipping prohibition

Offering, giving, solicitation or the acceptance of any bribe, whether cash or other inducement, to or from any person or company, wherever they are situated and whether they are a public official or body or private person or company, by any individual employee, agent or other person or body acting on the Borea shipping’s behalf, in order to gain any commercial, contractual or regulatory advantage for Borea shipping in a way which is unethical or in order to gain any personal advantage, pecuniary or otherwise, for the individual or anyone connected with the individual, is strictly prohibited.

It is strictly prohibited for employees to:

• Provide direct or indirect donation of cash or anything of value to a Government Official to obtain an unfair business advantage or to obtain or retain business.
• Authorize or provide travel benefits, gifts, entertainment, or political contributions for the benefit of a Government Official.
• Make any facilitating payments.
• Make any incomplete, false or inaccurate entries on Borea shipping’s books and records.

This policy is not meant to prohibit the following practices providing they are customary in a particular market, are proportionate, and are correctly recorded:

• Traditional and appropriate hospitality.
• Giving of a ceremonial gift on a particular time (example: New Years, Women’s day)
• The Company does not prohibit direct or indirect contributions to charities, but advises caution to be exercised to ensure charities are not being used as for political purposes or for channelling improper payments to public officials or third parties for unethical purposes.
• The offering of the company’s promotional material such as company profile, presentation, route maps, examples of road studies/surveys, etc. to assist the person or body to make the decision more efficiently. These items hold no commercial value and are for the sole purpose of educating the customer.

Decisions as to what is acceptable may not always be easy. An employee may contact the QMS or Legal Department at any time for advice on whether a potential act could constitute bribery.

Antitrust and Competition Law Policy

Borea shipping strongly believes in fair competition and compliance with antitrust laws globally. As antitrust and competition rules are not identical in every country, employees must consult the Legal Department whenever these laws might regulate their business activities. Failure to comply with these laws could lead to criminal and civil penalties, significant business disruptions and harm to Borea shipping’s reputation.

Clarification

Antitrust and competition laws generally prohibit certain activities, such as:

• Reaching an understanding or agreement with a competitor to restrain trade, for example, by fixing prices, allocating customers or coordinating bidding activities.
• Reaching an understanding or agreement with other companies that requires Borea shipping not to do business with another company; for example, a contract with significant transportation companies not to do business with a discounting company.
• Abusing market-share position by engaging in price-cutting to harm competitors.

Export, Import and Trade Compliance Policy

Borea shipping’s policy is to comply with all applicable export, import and trade compliance laws in all countries in which Borea shipping does business.

Clarification: Trade Control Policies Generally:

• Follow all applicable trade control laws and regulations of all countries in which Borea shipping conducts business.
• Follow Borea shipping trade compliance policies and standards, and engage Trade Compliance Management within the Quality Management System Department.
• The Quality and Compliance Audit manager or any member of the Compliance Committee must assess and submit any trade compliance-related disclosures to the President & CEO, for further disclosure to any government entity located in the countries in which Borea shipping does business.

Export Control Laws

• Comply with all applicable export control laws of countries in which Borea shipping does business.
• Consult with Borea shipping’s’ Legal Department about export control laws in specific countries.

Importation, Country of Origin and Marking Laws

• Follow all applicable local country customs and import laws and regulations, including those requiring accurate documentation, country of origin markings, classification of goods, and proper valuation declarations, including those of non-cash value (such as tooling and components).
• Seek the advice and guidance of your local assigned import manager, branch manager or Borea shipping General Manager of Customs and Transit Department in the Head Office when participating in any special duty reduction programs, such as those under free trade agreements (NAFTA, CAFTA, etc.), bonded warehouses, temporary importations under bond, bonded books, duty drawback, etc.

Anti-Boycott Laws

Borea shipping policy dictates that Company is not to cooperate with any restrictive trade practice or boycott applicable local laws prohibiting such practice.

Borea shipping prohibits

• Transferring any export-controlled items, technology or services without the required export authorization.
• Providing inaccurate, incomplete or unsubstantiated invoice or import documentation, including those related to product description, classification, valuation, country of origin or quantity.
• Not reporting amendments to customs declarations for pricing adjustments, indirect payments, or credits received.

Detection and noncompliance reporting

Adherence to Borea shipping Compliance policies and values is the responsibility of everyone acting on behalf of Borea shipping. Therefore, all employees/suppliers are responsible for timely reporting on possible violations of Borea shipping’s policies. It is imperative to detect and report problems while in the initial stages, as it will help to avoid severe damage, fines, penalties and loss of confidence in Borea shipping.

Reporting a Suspected Violation of These Policies

Every employee in Borea shipping must know that Borea shipping has a strict policy prohibiting retaliation against anyone reporting noncompliance or cooperating in a company investigation. The importance of raising a suspected violation of law or Borea shipping’s policy cannot be stressed enough, as such violations present risks to employees, customers and the Company.

There are two ways to report a possible violation of law or Borea shipping’s policies: Orally or in written form to:

• Direct Management. Employees may contact their immediate supervisor or manager, if needed, at info@Borea shippingllc.com.
• QMS and CSM Department: Employee may raise a nonconformity report by sending a complaint to info@Borea shippingllc.com or address noncompliance verbally to the Quality & Compliance Audit Manager or the Head of Corporate, Sales & Marketing Department.

Anonymity

If an employee is not comfortable in reporting suspected noncompliance to his/her manager or feels his/her manager has not satisfactorily addressed noncompliance, the employee can approach the Quality and Compliance Audit manager and request anonymity (unless anonymous reporting is prohibited by the law of the country Borea shipping in which is performing business).

Investigation and Corrective Actions

After a report is submitted to the QMS Department, the appropriate manager starts the investigation process, using internal and external (if needed) sources with appropriate expertise in the noncompliance field. The information from the report is shared with appropriate investigation compliance team members (Legal department manager, Chief Financial Officer, etc.), and the concern is investigated promptly and discreetly. In the end, the employee is notified of the investigation and corrective actions performed.

Retaliation

Borea shipping prohibits retaliation against anyone who raises a noncompliance concern or cooperates in a company investigation. Complaints made in good faith will not expose an employee to any sanctions, regardless of whether the underlying facts prove to be correct, incorrect, or result in any corrective action. If an employee feels they have faced retaliation of any kind, they are encouraged to approach either the QMS department or any Senior Management who is competent to investigate this immediately.

Health, Safety & Environment

Borea shipping is committed to conducting its business in compliance with all applicable environmental and workplace health and safety laws and regulations. It is the responsibility of the Company to ensure, as far as is reasonably practical, a safe work environment which avoids impacting and causing injury to the environment and to the communities in which Borea shipping operates.

Honesty

All dealings involving the company are to be made in proper accordance with the rules of the company and the applicable laws. The following can be contacted if an employee is presented with a dilemma of any sort and requires clarification, guidance or assistance:

• Immediate Manager or Supervisor
• HR Manager
• Head Of Department
• Any member of the Compliance Committee