Code of Ethics and Business Conduct

Last Updated on 7th November 2024.

Message from CEO

At WGNSTAR, our commitment to ethical behavior forms the foundation of everything we do. We believe in conducting business the right way, grounded in a culture of integrity and compliance. In a competitive market, we succeed by embracing moral responsibility—both individually and as a company.

Every WGNSTAR employee is expected to act lawfully, ethically, and always in the company’s best interests. Thank you for upholding our values and helping us do things right. This not only ensures our products and services are high-quality and fairly priced, but it also reinforces our dedication to ethics. We work only with suppliers who maintain impeccable human rights and compliance records, ensuring our entire supply chain reflects our high standards and our Code of Conduct.

Nigel Wenden, CEO

Introduction

This CODE OF ETHICS AND BUSINESS CONDUCT of WGNSTAR serves as our ethical commitment and as a guide to proper business conduct for all of our stakeholders. We, at WGNSTAR are committed to doing business legally, ethically and in a transparent manner.

This document applies to all staff who work for WGNSTAR (including officers, directors, managers, team leaders, employees, temporary, agency, interim, sub-contractor or consultant staff), and also includes other organizations who do business with us.

WGNSTAR expects its staff to be impartial and honest in all affairs relating to their job. All staff bear a responsibility in general, to be of good faith and do nothing to destroy the trust necessary for employment.

The success of our business is based on the trust we earn from our employees, customers and shareholders. We gain credibility by adhering to our commitment to fairness and reaching our goals solely through ethical conduct. All staff are expected to adhere to this Code in their professional, as well as personal conduct, treat everyone with respect, honesty and fairness.

WGNSTAR is open to any questions at any time and will not allow punishment or retaliation against anyone for reporting a misconduct in good faith.

Managers and leaders have higher responsibility for demonstrating, also through their actions, the importance of this Code. Managers and leaders are responsible for promptly addressing every raised ethical question or concern. Employees must cooperate in investigations of potential or alleged misconduct.

Non-compliance to this Code is considered a misconduct that could warrant disciplinary action, including termination of employment or other contract in deserving cases. We are committed to upholding our values and standards across our entire value chain, including our suppliers, subcontractors, service providers, and business partners.

Ethical – Principles/Values

WGNSTAR is committed to developing a strong and positive culture based on our four core values. These beliefs, practices and behaviors are the operating system that power our company. Our belief is that by defining and focusing on our values, we have built a company that is competitive, cost effective, safe, efficient, reliable, flexible and one that enjoys long-term customer relationships.

Quality

We embrace and leverage our internal and internationally recognized ISO accredited standards for employee and customer value. Performance delivered is through customer value propositions, driving best in class performance with a FOCUS on continuous improvement ensuring a first-rate output.

Safety

Safety is our primary concern. We have a commitment to all employees to deliver performance in a safety controlled environment. We have a commitment to all customers that we meet and exceed safety expectations with a zero tolerance approach.

People

We hire the right people for the right job with the correct skills. We empower our people with the tools for success in their role and we deliver a platform for career and personal development. We respect our people – background, skills, knowledge and experiences to foster an inclusive team and customer partnership resulting in performance delivered.

Customer

We actively explore the needs and viewpoints of our customers, aligning our services and providing tailormade problem solving solutions. We work in partnership ensuring best in class performance delivered.

Ethical Decision Making

Several key questions can help to identify situations that may be unethical, inappropriate or illegal. Ask yourself:

• Is what I am doing legal?
• Does it reflect our company values and ethics?
• Does it comply with the Code and company rules/policies?
• Does it respect the rights of others?
• How would it look if it made the news headlines?
• Am I being loyal to my family, my company and myself?
• Is this the right thing to do?
• What would I tell my child to do?
• Have I been asked to misrepresent information or deviate from normal procedure?

Compliance with Laws and Regulations

Our commitment to integrity begins with complying with laws, rules and regulations. We understand and comply with the legal requirements and commercial practices of lawful business.

We are committed to adhering to every valid and binding contractual agreement that we conclude, and we do not abuse our rights.

Our staff must follow applicable laws and regulations, including the Code at all times and must ensure compliant operation.

Sustainability: People + Profit + Planet

We are committed to meeting current requirements without compromising the needs of future generations. To do this, we combine economic, environmental and social factors in our operation and our business decisions.

Human Rights

We are committed to respecting human dignity and the rights of each individual and community whom we interact with during the course of work. We shall not, in any way, cause or contribute to the violation of human rights. Our staff shall treat everybody with dignity, respect and care and uphold human rights.

Fair Labor Practices and Working Conditions

We are committed to promoting equality in our employment practices and to fair employment and remuneration policies in compliance with applicable laws. We are firmly opposed to employing or contracting child or slave labor or any form of forced or compulsory or bonded labor. We condemn all forms of illegal, unfair, unethical labor practice that exploits workforce, destroys social security or serves as tax evasion, including but not limited to undeclared and “grey” work or holding back wages.

Our staff shall act with integrity and treat their colleagues and others through their work with full respect.

Discrimination and Harassment

We provide equal opportunity in employment and we do not tolerate any discrimination, harassment or any form of abuse. No direct or indirect discrimination shall take place based on any professionally non-relevant trait or circumstance, like gender, marital status, age, national or social or ethnic origin, color, religion and political opinion, disability, sexual orientation, employee representation, property, birth or other status. Any kind of discriminatory behavior, harassment, bullying or victimization is prohibited.

All staff are expected to follow the highest standards of conduct in all verbal and written communication based on mutual respect, and must refrain from any form of harassment, slander or any behavior that could be taken as offensive, intimidating, humiliating, malicious or insulting.

Health, Safety and Environment

We provide clean, safe and healthy work conditions and we are dedicated to maintaining a healthy environment. We are committed to minimizing the impact of our operations on the natural environment. We make efforts to reduce the use of finite resources, like energy or water, and harmful emissions, like waste.

All staff must follow and comply with every relevant health, safety and environmental protection laws, regulations and rules all times.

Fair Competition and Business Conduct

Our relationships with business partners are built upon trust and mutual benefits compliant with competition law. We are dedicated to ethical and fair competition, as we sell products and services based on their quality, functionality and competitive pricing. We will make independent pricing and marketing decisions and will not improperly cooperate or coordinate our activities with our competitors. We will not offer or solicit improper payments or gratuities, nor will we engage or assist in unlawful boycotts of particular customers. We commit to comply with all applicable trade controls, restrictions, sanctions and import-export embargos.

We do not tolerate any actions that compromise the fairness of tendering processes. We avoid practices that could harm competition, damage the reputation of business partners, or undermine the credibility of competitors.

We do not hold back maliciously, unlawfully or unduly payments towards our partners, and we do not allow such practices in our supply chain, we fight the unethical practice of “debt chain.”

Our staff is responsible for ensuring fair business during their job and for adhering to every competition, consumer protection and fair marketing rule. Customers and business partners shall be treated fairly and equally, products and services shall be displayed in a manner that is fair and accurate (fair marketing and advertising), and that discloses all relevant information.

Anti-Corruption

We have a zero-tolerance policy toward all forms of corruption. It is strictly prohibited to offer, promise, give, request, or accept any unfair advantage or benefit—whether directly or indirectly—in order to obtain, retain, or facilitate business in any way. Unfair advantages include cash, cash equivalents (e.g., vouchers), gifts, credits, discounts, travel, personal benefits, accommodations, or services. Facilitation (or “grease”) payments to government officials or private businesses to secure or expedite routine actions are not permitted.

Corruption also includes misusing a role or position to create a false impression of improperly influencing a decision-maker. Any act of corruption, whether to gain or retain business or to secure an advantage, is considered gross misconduct. Accepting or enabling another person to accept a bribe is likewise gross misconduct. Our staff is required to account for all benefits received in business dealings and must avoid giving or receiving bribes or engaging in any corrupt activity.

Gifts and Hospitality

We shall avoid any actions that create a perception that favorable treatment was sought, received or given in exchange for personal benefits.

Business courtesies or benefits include gifts, gratuities, meals, refreshments, entertainment or other advantage from persons or companies with whom we do or may do business. We will neither give nor accept such benefits that constitute, or could reasonably be perceived as constituting, unfair business inducements that would violate law, regulation or polices, or would cause embarrassment. Our staff may never use personal funds or resources to do something that cannot be done with our resources.

We may accept and offer occasional gifts and hospitality that are customary and align with reasonable market ethics, provided they are modest, infrequent, do not form a pattern of frequent acceptance, and do not create the appearance of influencing business decisions. Only trivial gifts with low value can be accepted. All other gifts must be politely refused or, if received through post, returned to the donor. If return is not possible it shall be offered for charity or community purposes. It is the responsibility of the person offering, providing, receiving or accepting the gift to decide whether the gift is appropriate.

Security, Protection and Proper Use of Company Assets

We are responsible for the security, protection and for the economic use of company resources. Our resources, including time, material, equipment and information are provided for legitimate business use only.

All staff are obliged to follow appropriate security measures and they should treat company property, whether material or intangible, with respect and shouldn’t misuse company assets or use it carelessly.

Confidentiality, Information Security, Proprietary Information and Intellectual Property

We are committed to ensuring the confidentiality, integrity, and accessibility of business information, implementing technical security measures to protect it. Our staff is obligated to uphold these standards. Proprietary information includes any non-public details that could be harmful to the company, its customers, or business partners if disclosed. All staff must treat such information as confidential, refraining from trading securities or sharing information that could influence securities while in possession of non-public details. Information security rules must always be followed.

We respect others’ property rights and will not acquire or attempt to acquire trade secrets or other proprietary information by improper means. Unauthorized use, copying, distribution, or modification of software or other protected intellectual property is strictly prohibited.

Bookkeeping, True Reporting and Financial Integrity

Our books, records, accounts and financial statements must be maintained in appropriate detail, and properly reflect our transactions. We condemn all forms of money laundering, so we are committed to doing business with partners involved in legitimate business activities with funds derived from legitimate sources.

We are committed to fair taxation and strictly avoid all forms of tax evasion, including practices like failing to issue receipts or recording false expense invoices.

All staff must follow accounting procedures, ensure that business transactions are recorded and documented appropriately and make certain that all disclosures made in financial reports are full, honest, accurate, timely and understandable. All staff must not improperly influence, manipulate or mislead any audit.

Anti-Fraud

Fraud – the act or intent to cheat, steal, deceive or lie – is both unethical and, in most cases, criminal. Fraud in every form, (including e.g. submitting false expense reports; forging or altering financial documents or certifications; misappropriating assets or misusing company property; making any untrue financial or non-financial entry on records or statements) is prohibited.

Conflict of Interests

Our decisions are made based on objective and fair assessments, avoiding any potential for improper influence. A “conflict of interest” arises when an employee’s personal interests—such as those involving friends, family, customers, competitors, suppliers, or contractors—interfere or could interfere with WGNSTAR’s best interests. Since determining a conflict of interest can sometimes be complex, employees with questions should consult management for guidance.

Examples of conflicts of interest:

• Being employed (you or a close family member) by, or being in economic relation with an actual or potential customer, competitor, supplier or contractor.
• Hiring or supervising family members or closely related persons.
• Owning or having a substantial interest in a customer, competitor, supplier or contractor.
• Having a personal interest, financial interest or potential personal gain in any company transaction.

If co-workers become involved in personal relations with each other, the onus is on the senior employee concerned to bring this to the attention of his or her manager to confirm that there is no conflict of interest, nor will a conflict of interest arise.

Privacy, Personal Data Protection

We respect people’s privacy and we acknowledge customers, employees and other natural persons’ need to feel confident that their personal data is processed appropriately and for a legitimate business purpose. We are committed to complying with all personal data protection laws. We only acquire and keep personal information that is necessary and we give proper information on these activities to data owners. We implement proper security measures to assure confidentiality, integrity and availability of personal information. Our staff must observe the legal requirements, apply compliant practices and follow related procedures to ensure legality of personal data handling and processing activities.

Contact Us

If you have any questions about this Code of Ethics and Business Conduct you may contact us as follows:

By email: info@wgnstar.com; or

By Post: Westerwood (WG) Global Limited, known as WGNSTAR, Unit H1, Maynooth Business Campus, Maynooth, Co. Kildare, W23 E4A8, Ireland.