Code of Conduct

NuCompass Mobility Services Inc. (“NuCompass”) provides services to corporate clients (“Clients”) to help them implement employee mobility strategies globally. The primary purpose of this Code of Conduct (“Code”) is to set standards of business behavior for those involved in providing these services. This Code applies to NuCompass, including owners, officers, and full and part-time employees, and Suppliers, including contractors and business partners of any type. The words “we” and “our” as used in this Code refer to NuCompass.

NuCompass is committed to conducting our business legally, with integrity, and in accordance with the highest ethical standards. We recognize that illegal or unethical behaviors by NuCompass or Suppliers may negatively impact our Clients’ businesses and their reputations and could subject them to fines or penalties in the countries in which they do business.

This Code outlines our expectations regarding the workplace standards and business practices of our company and Suppliers and defines our commitment to compliance with laws, high ethical standards, protection of human rights and dignity, safe and healthy working environments, and protection of the environment. We honor the laws, regulations and treaties of the countries in which we and our Clients operate. Specifically, we comply with international trade laws, including the UK Anti-Bribery Act and the US Foreign Corrupt Practices Act. When local or regional laws are less restrictive than this Code, we will follow this Code. Conversely, when local or regional laws are more restrictive than this Code, we will follow the local or regional laws.

The policies specified in this Code do not replace specific requirements in Client or Supplier contracts. Rather, this Code is intended to supplement those contracts. If a contractual term is stricter than this Code, we will meet the stricter contractual requirement. By accepting employment with NuCompass, employees agree to act in accordance with the law and to uphold this Code. By accepting business from NuCompass, Suppliers agree to comply, and require their employees, contractors, and agents to comply, with this Code or another code that covers the same subjects and, as to those subjects, requires substantially the same objectives and outcomes.

BUSINESS CONDUCT AND ETHICS

We at all times act honestly and with integrity and to safeguard the reputation and assets of NuCompass and its Clients. We will not tolerate illegal activity, fraud or corruption. In addition, we are committed to ensuring that the opportunities for illegal activity, fraud or corruption are reduced to the lowest possible levels.

As used in this Code, illegal activity includes forgery, theft, embezzlement, misappropriation, false representation and concealment of material facts. Our definition of fraud is any intentional act committed to secure an unfair or unlawful gain to either the employee or a third party. Corruption includes deception, bribery, extortion, conspiracy, embezzlement, and collusion by those in a position of responsibility.

Illegal Payments and Bribes

In most countries, bribery and other financial crimes carry severe penalties for persons and corporations that engage in prohibited activity. We will not pay, promise, offer, or authorize a payment (directly, indirectly, or through a third party) of money or anything of value to a government official or political party for the purpose of influencing an official act or decision, in order to obtain or retain business, or to secure an improper advantage. We will not induce or reward improper behavior from government personnel or businesspersons in order to gain a commercial, contractual, regulatory, or personal advantage.

General Contracting Ethics

We conduct business in full compliance with anti-trust and fair competition laws that govern the jurisdictions in which we conduct business.

Money Laundering and Illicit Finance

We do not tolerate money laundering or illicit finance and comply with all relevant laws and regulations in every jurisdiction where we conduct business.

Conflicts of Interest

A conflict of interest arises when any action or activity conflicts with our interests and could reasonably be determined to harm our reputation or make it difficult for anyone to perform his or her work for NuCompass objectively and effectively. We conduct our business free of conflicts with our Clients, prospects, Suppliers and business partners.

We abide by all applicable laws prohibiting the use of insider information. We will not buy or sell shares of our Clients or other related companies if we are in possession of material, non-public information.

Gifts

We exercise caution and good judgment in receiving and giving gifts. We do not accept or condone the exchange of gifts or money in return for favorable business outcomes.

Political Contributions

We will not make any illegal political contributions, nor will we make political contributions to individual candidates or political parties in the name of our Clients or Suppliers.

INTELLECTUAL PROPERTY AND DATA PRIVACY

We are committed to maintaining the highest degree of integrity in all our dealings with potential, current and past Clients, both in terms of normal commercial confidentiality and the protection of all personal information received in the course of doing business. We extend the same standards to all of our Clients’ employees, our employees and Suppliers.

We will not use or retain any Client, Client employee, employee or Supplier information, except as necessary to complete our services. We will not disclose or share any Client, Client employee, employee or Supplier information to any third party, except as necessary to complete our services. We will use this information only in compliance with applicable laws.

WORKPLACE, LABOR, HUMAN RIGHTS AND THE ENVIRONMENT

We believe all businesses and organizations should avoid causing adverse effects on the human rights of people within their organizations and in the organizations they deal with.

  • We will not work with companies who use child labor, human trafficking, undocumented employees, or slavery in performing their business.
  • Our workplaces must be free of harassment, harsh treatment, violence, intimidation, corporal punishment, mental or physical coercion, verbal abuse and discrimination.
  • We will only employ workers with a legal right to work.

We comply with all applicable environmental laws and regulations regarding hazardous materials, air emissions, waste and wastewater discharges, including the manufacture, transportation, storage, disposal and release to the environment of such materials.

ENFORCEMENT ("Whistleblowing")

We encourage all employees to ask questions and raise concerns about compliance with this Code. If a NuCompass employee becomes aware of a possible breach of this Code, he or she has the responsibility as a requirement of employment, to report that information to the appropriate party, as soon as practicable.

We will not retaliate against any employee for filing a complaint or for cooperating in an investigation of a violation of this Code. We will not tolerate retaliation by management, employees, Clients, or Suppliers against anyone raising a complaint under this Code.

Any employee determined by NuCompass to be responsible for violation of this Code will be subject to discipline and/or termination.

Further Assistance

To raise a concern, or if you have questions, please contact codeofconduct@nucompass.com or contact us at +1.925.734.3813.