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Code of Ethics

The Board of Directors of Gestion Maritime Group (the “Company”) has adopted this Code of Ethics (the “Code”) for all of the Company’s employees, directors, officers and agents (“Employees”).

1.Conflicts of Interest

A conflict of interest occurs when an Employee’s private interests interfere, or even appears to interfere, with the interests of the Company as a whole.  While it is not possible to describe every situation in which a conflict of interest may arise, Employees must never use or attempt to use their position with the Company to obtain improper personal benefits. Any Employee who is aware of a conflict of interest, or is concerned that a conflict might develop, should discuss the matter with the Audit Committee or counsel to the Company immediately.

2. Corporate Opportunities

Employees owe a duty to advance the legitimate interests of the Company when the opportunities to do so arise. Employees may not take for themselves personally opportunities that are discovered through the use of corporate property, information or position.

3. Confidentiality and Privacy

It is important that Employees protect the confidentiality of Company information. Employees may have access to proprietary and confidential information concerning the Company’s business, clients and suppliers.  Confidential information includes such items as non-public information concerning the Company’s business, financial results and prospects and potential corporate transactions. Employees are required to keep such information confidential during employment as well as thereafter, and not to use, disclose, or communicate that confidential information other than in the course of employment.  The consequences to the Company and the Employee concerned can be severe where there is unauthorized disclosure of any non-public, privileged or proprietary information.

To ensure the confidentiality of any personal information collected and to comply with applicable laws, any Employee in possession of non-public, personal information about the Company’s customers, potential customers, or Employees, must maintain the highest degree of confidentiality and must not disclose any personal information unless authorization is obtained.

4. Honest and Fair Dealing

Employees must endeavor to deal honestly, ethically and fairly with the Company’s customers, suppliers, competitors and employees.  No Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. Honest conduct is considered to be conduct that is free from fraud or deception.  Ethical conduct is considered to be conduct conforming to accepted professional standards of conduct.

5. Protection and Proper Use of Company Assets

The Company’s assets are only to be used for legitimate business purposes and only by authorized Employees or their designees. This applies to tangible assets (such as office equipment, telephone, copy machines, etc.) and intangible assets (such as trade secrets and confidential information). Employees have a responsibility to protect the Company’s assets from theft and loss and to ensure their efficient use.  Theft, carelessness and waste have a direct impact on the Company’s profitability. If you become aware of theft, waste or misuse of the Company’s assets you should report this to your manager.

 6. Compliance with Laws, Rules and Regulations

It is the Company’s policy to comply with all applicable laws, rules and regulations.  It is the personal responsibility of each Employee to adhere to the standards and restrictions imposed by those laws, rules and regulations, and in particular, those relating to accounting and auditing matters.

Any Employee who is unsure whether a situation violates any applicable law, rule, regulation or Company policy should contact the Company’s outside legal counsel.

7. Disclosure

Employees are responsible for ensuring that the disclosure in the Company’s periodic reports is full, fair, accurate, timely and understandable.  In doing so, Employees shall take such action as is reasonably appropriate to (i) establish and comply with disclosure controls and procedures and accounting and financial controls that are designed to ensure that material information relating to the Company is made known to them; (ii) confirm that the Company’s periodic reports comply with applicable law, rules and regulations; and (iii) ensure that information contained in the Company’s periodic reports fairly presents in all material respects the financial condition and results of operations of the Company.

Employees will not knowingly (i) make, or permit or direct another to make, materially false or misleading entries in the Company’s, or any of its subsidiary’s, financial statements or records; (ii) fail to correct materially false and misleading financial statements or records; (iii) sign, or permit another to sign, a document containing materially false and misleading information; or (iv) falsely respond, or fail to respond, to specific inquiries of the Company’s independent auditor or outside legal counsel.

8. Procedures Regarding Waivers

Because of the importance of the matters involved in this Code, waivers will be granted only in limited circumstances and where such circumstances would support a waiver.  Waivers of the Code may only be made by the Audit Committee and will be disclosed by the Company.

9. Internal Reporting

Employees shall take all appropriate action to stop any known misconduct by fellow Employees or other Company personnel that violate this Code.  Employees shall report any known or suspected misconduct to the Chairman of the Audit Committee or the Company’s outside legal counsel.  The Company will not retaliate or allow retaliation for reports made in good faith.

10. Ethics Hotline and Whistleblower Program

Employees may call the following number +377-97778310 and leave a voice message with our whistleblower hotline answering service if they wish to ask questions, seek guidance on specific situations or report violations of this Code, including but not limited to accounting, internal controls and auditing matters. Employees may choose to remain anonymous but even if they identify themselves, their contact with the whistleblower hotline will remain strictly confidential.

Employees may also report violations in writing and drop them off in the Company mailbox (located on the Company’s premises in Monaco, 7 Rue du Gabian, 98000). Employees may choose to be anonymous, however, it will not be possible to obtain follow-up details necessary to investigate the matter. In either case, employee information will be kept strictly confidential, thus there should be no fear of any form of retaliation. The whistleblower hotline answering service and mailbox will be accessible only to the Chairman of the Audit Committee and the Company’s Internal Auditor.

Anti-Fraud Policy and Fraud Response Plan

This policy outlines the Company’s principles with respect to maintaining a fraud free environment, details procedures for employees to report suspected fraud and describes actions to be taken by the company.

1. Introduction

1.1 The Company is committed to the highest possible standards of openness, probity and accountability in all its affairs through the creation of the appropriate “tone at the top”. It is determined to maintain a culture of honesty and opposition to fraud and corruption, reinforced through the establishment and maintenance of an effective system of Internal Controls.

1.2 In line with that commitment, the Company’s Anti-Fraud Policy outlines the principles it is committed to in relation to preventing, reporting and managing fraud and corruption, including, but not limited to, violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and the anti-corruption laws of the other countries where the Company does business.

1.3 This Anti-fraud Policy reinforces the Company’s approach by setting out the ways in which employees can voice their concerns about suspected fraud or corruption. It also outlines how the Company will deal with such complaints.

2. Implementation 

2.1 This plan is to be implemented where suspicions of fraud or corruption have been raised.

 Fraud is defined as:

“The intentional distortion of financial statements or other records by persons internal or external to the company which is carried out to conceal the misappropriation of assets or otherwise for gain”.

Corruption is defined as:

“The offering, giving, soliciting or acceptance of an inducement or reward, which may influence the action of any person”.

2.2 Fraudulent or corrupt acts may include, but are not limited to:

• Misappropriation of funds, securities, equipment, supplies, or other assets;
• Impropriety in the handling or reporting of money or financial transactions;
• Altering or incorrectly reporting information for personal gain or the advantage of another;
• Profiteering as a result of insider knowledge of Company activities;
• Disclosing confidential and proprietary information to outside parties;
• Disclosing to other persons securities activities engaged in or contemplated by the Company;
• Accepting or offering a bribe or kickback, or accepting gifts or other favors under circumstances that might lead to the inference that the gift or favor was intended to induce a decision;
• Corruptly offering or giving money or anything of value, directly or indirectly through agents or intermediaries, to foreign officials to assist the Company in obtaining or retaining business; and
• Undertaking any activities which are unlawful, against the Company’s policies, fall below established standards or practices, or amount to improper conduct.

2.3 This is not an exhaustive list. If a person is in any doubt about the seriousness and nature of his/her concern, advice and guidance can be obtained from the Internal Auditor/Audit Committee Chairman.

3. Safeguards

3.1 Harassment or Victimization –

The Company recognizes that the decision to report a concern can be a difficult one to make, not least because of the fear of reprisal from those responsible for the malpractice. The Company will not tolerate harassment or victimization and will take action to protect those who raise a concern in good faith.

3.2 Confidentiality

The Company will do its best to protect an individual’s identity when he or she raises a concern and does not want their name to be disclosed. It must be appreciated, however, that the investigation process may reveal the source of the information and a statement by the individual may be required as part of the evidence.

3.3 Anonymous Allegations

This policy encourages individuals to put their names to allegations. Concerns expressed anonymously are much less powerful, but they will be considered at the discretion of the Company. In exercising this discretion, the factors to be taken into account would include: the seriousness of the issues raised; the credibility of the concern; and the likelihood of confirming the allegation from attributable sources.

3.4 Untrue Allegations

If an allegation is made in good faith, but it is not confirmed by the investigation, no action will be taken against the originator. If, however, individuals make malicious or vexatious allegations, action may be considered against the individual making the allegation.

4. Roles and responsibilities

4.1 Managers are the first line of defense against fraud. They should be alert to the possibility that unusual events may be symptoms of fraud or attempted fraud. Management is responsible for ensuring that an adequate system of internal control exists within their area of responsibility, and that those controls are properly operated and complied with.

4.2 Employees must have, and be seen to have, the highest standards of honesty, propriety and integrity in the exercise of their duties. They are responsible for reporting any suspected fraud, impropriety or other dishonest activity immediately to their manager or through the whistleblower program, and to assist in the investigation of any suspected fraud.

4.3 The internal audit activity evaluates and contributes to the improvement of the organization’s risk management, control, and governance processes through consulting and assurance activities. Towards this end the Internal Auditor will prepare and execute annual audit plans, based on an evidenced risk assessment procedure, through identifying potential risk areas and qualifying risks as high, medium and low. The respective risk assessment will determine the frequency and volume of testing to be carried out during each year.

5. Facilitation

5.1 The Company’s Whistle-blowing Program is intended to encourage and enable staff to raise serious concerns within the Company rather than overlooking a problem due to fear of harassment and victimization.

5.2 The Whistle-blowing Program is outlined in the Company’s Code of Ethics, which is available on the Company website.

5.3 Incidents will be logged in the Fraud Register, which is maintained by the Internal Auditor and the Chairman of the Audit Committee. The Fraud Register records details of the allegations made, investigations carried out and the respective conclusions made.

6. How Will Allegations of Fraud or Corruption Be Dealt With By the Company?

6.1 For issues raised by employees or members of management, the action taken by the Company will depend on the nature of the concern. The matters raised may:

• be investigated internally or
• be referred to the Company’s lawyers

6.2 When a concern is received, it shall be properly communicated to the Audit Committee and the Internal Auditor. An action plan and line of reporting of the incident will be determined on a case by case basis, and will directly depend on the significance and potential impact of the suspected fraud activity.The respective complaint, the actions taken and the respective conclusions will be outlined in the Fraud Register mentioned above, for recording and trail purposes.

Gestmar Tehnika d.o.o. as Technical Managers of several Owners is committed to high standards of integrity and sustainability.

Gestmar Tehnika d.o.o. has “zero tolerance” policy when it comes to unethical business behaviour, such as bribery, corruption and forced labour. We expect all of our suppliers to adhere to similar standards and to conduct their business ethically.

As a supplier, you must comply with all applicable laws and regulations, the requirements set out in this Gestmar Tehnika d.o.o. Supplier Code of Conduct and your contractual obligations to us.

Gestmar Tehnika d.o.o. Supplier Code of Conduct defines the main principles underlying your business activities as one of our suppliers.

A. Human rights
As a supplier to Gestmar Tehnika d.o.o. you shall:

• Respect the personal dignity, privacy and rights of every single one;
• Refuse to make any person work against his or her will;
• Prohibit behaviour including gestures, language and physical contact, that is sexual coercive, threatening, abusive or exploitative.

B. Fair labour conditions
You shall ensure fair labour conditions. In particular, you will:

• Refrain from employment discrimination based on gender, age, ethnicity, nationality, religion, disability, union, membership, political affiliation or sexual orientation;
• Respect of rights of employees to freely associate and bargain collectively;
• Not tolerate or use child labour in any stage of your activities other than in accordance with all applicable laws and regulations;
• Not use any forced labour, including but not limited to involuntary prison labour, victims of slavery and human trafficking and allow all employees the choice to leave their employment freely upon reasonable notice;
• Compensate employees fairly and follow local wage regulations and / or collective agreements, and where these do not exist, compensate employees so at the minimum they can meet their basic needs;
• Ensure that working hours, including overtime, do not exceed the applicable legal requirements, and where such requirements do not exist, we recommend that working hours not exceed sixty hours per week including overtime;
• Ensure that employees are allowed at least one uninterrupted day off per week.

C. Material compliance
At Gestmar Tehnika d.o.o. we are determined to comply with regulatory and customer requirements regarding the prohibition and restriction of substances, including hazardous substances. Therefore, suppliers shall ensure that goods provided to Gestmar Tehnika d.o.o. are in compliance with requirements covered under the scope of all relevant regulations.

D. Health, safety and environmental management
You shall provide a safe and healthy workplace for all of your employees and shall conduct your business in an environmentally sustainable way. In particular, you will:

• Formally appoint a competent person to manage health, safety and environmental programs and improvements;
• Establish appropriate organizational structures and procedures of the effective management of health, safety and environmental risks;
• Ensure that all workers are sufficiently aware of these risks and appropriately trained on the implementation of control measures.

E. Business ethics
You shall conduct your business in an ethical manner. In particular, you will:

• Refrain from any and all forms of corruption, extortion and bribery.
• Adhere to the anti-trust and other competition laws;
• Protect all confidential information provided by Gestmar Tehnika d.o.o. and our respective business partners;
• Respect intellectual property of others, including Gestmar Tehnika d.o.o.;
• Adhere to international trade regulations and export control regulations.

F. Secure business
You shall conduct your business in a secure manner. In particular you will:

• Implement reasonable measures for minimizing exposure of Gestmar Tehnika d.o.o. to security threats such as terrorism, crime, pandemics and natural disasters.

G. Procurement by supplier
You shall procure goods and services in a responsible manner. In particular, you will:

• Select your own tier one supplier providing goods or services directly or indirectly to Gestmar Tehnika d.o.o. based on them agreeing to adhere to standards comparable to those set forth in this Gestmar Tehnika d.o.o. Supplier Code of Conduct.