CODE OF CONDUCT

Introduction

The GB Code of Conduct (the “Code”) provides guidance about business behavior expected of the GB community as you work and interface with fellow employees, customers, suppliers, business partners and other stakeholders.

The Code is supported by corporate-level policies, which are available on GB’s Intranet. You may also be subject to additional regional and/or departmental policies. However, this Code and the policies cannot answer every question or address every possible business situation. Therefore, you are expected to use good judgment and seek guidance from internal resources when you have questions about the appropriate course of action.

Scope and Compliance

The Code is applicable to all officers, directors, and employees of GB Advisors (consisting of all global GB entities; (“GB”). The Third-Party Code of Conduct governs the conduct of contingent workers and business partners acting on GB’s behalf.

Failure to comply with the Code, including not reporting actual or suspected violations of which you are aware, may result in disciplinary action, including but not limited to termination of employment.

Policy Statement

GB’s business success depends on our ability to build trusted relationships—with each other, as well as with our customers, suppliers, governments and communities. This means that you have a responsibility to:

• Ask Questions and Report Concerns;
• Conduct Business with Honesty and Integrity;
• Follow the Letter and Spirit of the Law;
• Treat Each Other with Dignity and Respect; and
• Protect GB’s Assets and Reputation.

Ask Questions and Report Concerns

Raise Your Concerns Promptly

The GB Compliance & Ethics Office is dedicated to giving you the support and advice you need to comply with this Code, corporate-level policies and applicable laws and regulations.

If you have any reason to believe this Code, corporate policies or applicable laws and regulations have been or may be violated, you are expected to immediately report such activity to any of the following resources:

• Local Management;
• Human Resources;
• Compliance & Ethics Office;
• Legal Department; or
• Internal Audit;

Retaliation is Not Tolerated

Cooperate with Investigations, Lawsuits and Legal Proceedings

GB’s commitment to conducting business with integrity requires that we take all credible good-faith reports of suspected misconduct seriously, investigate them fairly and confidentially, and take action where needed. You must cooperate fully in GB-authorized internal investigations and audits, which may be conducted by representatives from Legal, Compliance and Ethics, Internal Audit, Security and Human Resources, as well as members of GB’s external audit and legal firms.

Lawsuits, legal proceedings and investigations by government or regulatory agencies involving GB must be handled promptly and in an appropriate manner. You should bring all such matters immediately to the attention of the Legal Department.

You should retain documents relevant to any lawsuit, legal proceeding or investigation. All external requests for information must be forwarded to the Legal Department. The Legal Department will oversee information gathering and coordinate GB’s response to the external party. When you are asked to provide relevant records, you must promptly provide them to the Legal Department.

You are to avoid discussing any lawsuit, legal proceeding or investigation with anyone inside or outside of GB without prior approval of the Legal Department.

Conduct Business with Honesty and Integrity

Follow Acceptable Contracting Practices to Prevent Side Agreements

Side agreements are strictly prohibited. GB policy is to contract with customers and other parties only through formal, written agreements that have been approved by GB’s Legal Department and that have been executed by authorized signatories.

Avoid Conflicts of Interest

You should avoid any activity that conflicts with, or appears to conflict with, the interests of GB. A conflict of interest is a situation in which you or a member of your family has professional or personal interests that could affect your objectivity in making decisions as a GB employee. Conflicts of interest may arise when you or a member of your family receives improper personal benefits as a result of your position with GB. Loans to, or guarantees of obligations of, an employee or an employee’s family member may also create conflicts of interest.

It is usually a conflict of interest for a GB employee to work simultaneously for a competitor, customer or supplier. Employees are not allowed to work for a competitor as a consultant or board member. The best practice is to avoid any direct or indirect business connection with GB competitors, customers or suppliers, except on behalf of GB.

Conflicts of interest may not always be immediately evident. If you have questions or if you become aware of a conflict of interest or a potential conflict of interest, you should contact the Compliance & Ethics Office.

Maintain GB Records Appropriately

GB is responsible for ensuring that its business records, including paper and electronic records, are created, managed and disposed of properly. An effective, efficient records management program allows GB to meet its business needs and to comply with all legal and regulatory obligations. You are responsible for periodically reviewing the records in your possession and assuring any pending preservation orders.

Follow the Letter and Spirit of the Law

Obeying the law, both in letter and in spirit, is the foundation of GB’s ethical standards. We must act in accordance with the applicable laws and regulations where GB does business. If you believe the requirements of the Code conflict with local law, please consult the Compliance & Ethics Office or the GB Legal Department.

Uphold Applicable Anti-Corruption Laws

Improper Payments

GB takes a zero-tolerance approach to bribery and corruption and is committed to operate and enforce systems and policies to detect and deter bribery. You may never give or promise to give anything of value directly or indirectly to any third party in connection with any GB business to assist GB in obtaining an improper business advantage, whether or not any benefit is received.

Offering Gifts, Entertainment and other Hospitality

Normal, occasional and appropriate gifts, entertainment or other hospitality offered to customers, potential customers, suppliers, or other persons connected to GB business to foster goodwill and enhance business relationships is generally permissible, as fully described in the Anti-Corruption Policy. However, the following gifts, entertainment and other hospitality are strictly prohibited, even if you do not submit the expenditures for reimbursement from GB:

• A “quid pro quo” (offered for something in return);
• Gifts in the form of cash or cash equivalents (e.g., gift cards);
• Gifts, entertainment or other hospitality immediately prior to, during or immediately following an expected or actual tender issued by a government entity or other similar formal bidding process if (i) prohibited by the tender or formal bid documents or recipient’s employer’s policies, guidelines or standards; (ii) prohibited by local law; or (iii) doing so would give rise to the appearance of impropriety;
• Entertainment of an unsavory or potentially offensive nature; or
• Gifts, entertainment or other hospitality that are knowingly in violation of the recipient’s employer’s policies, guidelines or standards.

You may not require or encourage a third party acting on behalf of GB to make any of the above referenced prohibited gifts, entertainment or hospitality. For additional information regarding acceptable and unacceptable gifts, entertainment and other hospitality, as well as the related approval process. You should contact the Compliance & Ethics Office to discuss and resolve ambiguous situations.

Receiving Gifts, Entertainment and other Hospitality

All business meals and entertainment must be customary, unsolicited, infrequent, in good taste, reasonable in value and provided for legitimate business purposes. Additionally, except as noted below, you may accept occasional, unsolicited gifts of nominal value, such as promotional or commemorative items. You must receive advance approval from your vice president for any gifts, entertainment or hospitality in excess of $100USD (or equivalent), including, for example, travel and conference fees. If you are a vice president or above, you must receive advance approval from your direct supervisor before accepting any gift, entertainment or hospitality in excess of $100USD (or equivalent). If you purchase goods and services for GB (e.g., Procurement employees), you may not accept gifts from suppliers in excess of $25 USD (or equivalent).

You should never accept:

• Tangible or intangible personal benefits that are given—expressly or impliedly—in exchange for securing GB business;
• Tangible or intangible personal benefits that might create or give the appearance of creating a sense of obligation on your part;
• Cash or cash equivalents (e.g., gift cards); or
• Personal discounts for a supplier’s or customer’s products or services, unless such discounts are offered to all GB employees or members of the general public.

Restrictions on Political Contributions and Activities

You may not contribute funds, assets or services for or on behalf of GB to any political candidates, political party, charity or similar organizations, unless such contribution is expressly permitted by law and authorized by GB.

Promote Fair Competition

GB will succeed in a fair and competitive marketplace by providing customers with superior products and services at reasonable prices. We follow laws designed to preserve free and open competition, often referred to as “antitrust laws.”

Generally, applicable antitrust laws prohibit the following conduct:

• Price fixing, which includes verbal, tacit or implied agreements among competitors about prices;
• Bid rigging, through which a party agrees to not bid, bid at a certain price or submit a bid that is intentionally less favorable than a competitor’s bid;
• Territorial or customer allocation, through which competitors divide or allocate customers or territories to be served; and
• Market division among competitors to allocate customers, territories or products.

Antitrust and trade regulation laws in various countries may differ, and any question about specific conduct or a specific situation should be directed to the GB Legal Department.

Comply with Export Controls

GB engages with a global audience. We therefore comply with applicable country laws regarding the import and export of goods, services, software and technology.

Anyone associated with GB who is involved with the export, re-export and import of goods, services, technology or software is responsible for knowing and following the export control regulations that apply to their job responsibilities. Please consult GB’s Export Compliance Site for additional information.

Protect the Privacy of Personal Information

GB complies with applicable data protection and privacy laws in all countries where GB does business. You have a responsibility to safeguard the privacy, confidentiality and security of personally identifiable information and other private information of our employees, customers, partners and other third parties in GB’s possession. It is your responsibility to follow the Confidential Information Protection Policy and relevant data privacy policies to protect personal information of others and prevent its unauthorized use or disclosure. You may share it only for legitimate business needs within the scope of your duties with authorized persons and in accordance with applicable laws.

Treat Each other with Dignity and Respect

Value Diversity and Equal Opportunity

GB values the diversity of its workforce. The GB approach to diversity is defined by inclusiveness, respect and fostering a culture that allows each individual to contribute to his or her fullest potential. GB leaders must set a strong, ethical example and create a civil, professional work environment. GB does not tolerate any form of harassment, discrimination or retaliation.

Ensure a Safe Workplace

A workplace free of violence, weapons and other disruptive behavior keeps all employees safe and able to concentrate fully on business. Violence or other deliberate acts intended to harm another person or their property, including threatening, menacing or intimidating comments and behavior, is prohibited. Violence or threats of violence should be reported immediately to GB Security.

Where legally enforceable, GB prohibits the possession, concealment, use or transfer of the following items on GB premises, whether owned or leased: any firearm or other weapon, including knives, clubs, explosives or other devices that are primarily used to inflict injury.

Maintain A Workplace Free From Substance Abuse

Alcohol, illegal drugs and controlled substances can adversely affect safety, productivity, reliability and judgment. We are prohibited from consuming or being under the influence of alcohol or possessing, distributing or being under the influence of illegal drugs while engaging in GB business, with the exception of lawful, moderate and prudent alcohol consumption during legitimate business entertainment.

Protect GB’s Assets and Reputation

Use Company Assets and Systems Appropriately

GB assets, including but not limited to equipment, supplies, facilities and systems, should be used for GB’s benefit. GB reserves the right to monitor GB systems and there should be no expectation of privacy. You must follow GB guidelines for protecting GB systems including following password guidelines and incorporating GB-approved virus protection.

Social Media and Networking Policy.

Prevent Theft and Fraud

Theft and fraud are crimes and will not be tolerated. Fraud is a type of theft by deception that results in your personal gain, profit or advantage or harm or loss to another person or entity. You are expected to report any suspicious activity immediately, Raise Your Concerns Promptly.

Safeguard Intellectual Property and Confidential Information

The GB Information Security Policy serves as the foundation for GB’s information management policies, standards, and procedures. Employees are personally accountable for ensuring that their GB information assets are adequately secured and for complying with GB information security policies, standards and procedures.

GB owns all inventions, conceptions, discoveries, improvements, ideas, works of authorship and trade secrets created by you on the job or created using GB’s assets. You are a steward of the trade secrets and confidential information owned by GB or third parties that are entrusted to you. Accordingly, you are expected to take appropriate administrative, physical and technical measures to properly safeguard them and prevent their unauthorized access, use or disclosure, as further described in the Confidential Information Protection Policy and on the GB Legal Department Site relating to the protection of intellectual property.

When it is necessary to share GB confidential information with customers, partners or other third parties, you are responsible for ensuring that the proper confidentiality agreements are signed and properly executed before the information is shared.

Moreover, you may not use without authorization or make unauthorized copies of another person’s or company’s content, documents or materials, whether written or electronic, or computer software. Additionally, most countries now have laws governing trade secrets and confidential information. There are serious legal repercussions for anyone who violates these laws by misusing GB’s or another person’s or company’s trade secrets for the economic benefit of anyone other than the owner.