A new GNCC Capital, Inc. Code of Business Principles and Ethics (our code) with the slogan: “Ensuring Performance with Integrity” has been approved and adopted by the Board of Directors. Our code expresses the company’s commitment to the conduct of its business in line with the highest ethical standards and in compliance with applicable legal requirements. Our code focuses on the standards of acceptable behavior expected of all employees, our directors, consultants, business partners, and company representatives with emphasis on performance with integrity. This means that in performance of our duties and achievement of results, we must strive to conduct ourselves in line with our corporate values because our corporate values are the starting point and foundation of our ethics. Ethics involve distinguishing between what is right and wrong and then making the right choice, acting responsibly and taking accountability for our actions. The company’s commitment to ethics is about ensuring we understand and demonstrate acceptable standards in the conduct of our daily work, in decision making, in our relationships internally and with our stakeholders; doing so with transparency, dignity, honesty and integrity. The basic requirement is that we must act in the best interest of the company in line with our values in spite of the pressures we unavoidably experience in the process.
Our employees come from diverse backgrounds and cultures. What brings us together as a dynamic work force is our corporate culture expressed in our code. Our integrity will be measured in terms of how well we live our values in spite of the pressures experienced while conducting our business and activities in the various countries in which we will be present, how well we can be trusted to do what we say we will, and how well we each act consistently with honesty and accountability. Compliance with our code is mandatory for all of us. It applies to all subsidiaries, managed joint ventures and service organizations. Our corporate reputation is important. Our stakeholders expect and trust us to conduct our business in a manner that demonstrates consistency with our corporate values and that is in line with the highest standards of ethics.
The words of our Chairman and Chief Executive Officer in the introduction to our code, express the point very clearly: “Our code is a public statement of how we do business and clarifies our expectations of ourselves. It holds us accountable for our business conduct.”
Statement from Our Chairman and Chief Executive Officer:
As we consistently strive to generate competitive shareholder returns and create value for everyone with a stake in our company, we recognize the enduring importance of acting ethically at all times and in ensuring that our business practices meet the highest standards of integrity in line with the values of our company.
Our commitment to integrity is necessary for protecting and supporting our employees, enhancing the credibility of our business practices and safeguarding our reputation.
In this regard, we have adopted a Code of Business Principles and Ethics (“the code”) to promote a culture of an ethical and legally compliant performance which is a key element in the quest for good corporate governance.
The code has been framed in line with the values of the company and is intended as a source of direction and guidance for our actions and decisions internally and in our interactions with stakeholders and the public.
It is a public statement of how we do business and clarifies our expectations of ourselves. It holds us accountable for our business conduct.
The code is not intended to replace existing policies, but provides a framework and sets the requirements for implementation of our corporate policies and guidelines. It is a resource for helping us align our conduct and business practices with our values. A key factor in ensuring our continued growth and success revolves around doing the right things accountably at all times, making the right choices and advocating adherence to our standards and principles by the individuals, organizations, communities and establishments we interact with in the conduct of our business. Our company is continuously in the public eye and there are many who look up to us to conduct our activities responsibly.
The provisions of the code apply to all directors, employees (both full and part time) of GNCC Capital, Inc. and all subsidiaries, managed joint ventures, service organizations, representatives and, as much as practicable, our business and social partners. It is the responsibility of each of us to review, understand and comply with the standards contained in the code; build internal and external relationships based on integrity and respect, and avoid activities that could be detrimental to the reputation of the company. You should notify the company if you believe a violation has occurred or there is the likelihood of a violation, refrain from destroying, altering, concealing, falsifying or tampering with any evidence or record and to fully and honestly cooperate in any related review, audit or investigation.
Basic Principles
Our Code and Our Ethics:
Legal and ethical conduct is a cornerstone of the company’s values. Our Code of Business Principles and Ethics is fundamental to our culture of performance with integrity. The provisions of the code reflect the values of our company and affirm the company’s commitment to the highest standards of integrity and ethics in the conduct of our business. Most importantly, the code sets out the company’s expectations of the conduct of our directors and employees (both full and part time), all companies in the GNCC Capital, Inc. Group including service organizations, managed joint ventures, representatives and to the extent reasonable and practicable, our business and social partners, agents and consultants. Our code is a key element of the company’s governance, risk management, compliance and ethics programs.
At GNCC Capital, Inc., we see our values as the starting point for developing relationships built on mutual trust and as a means of supporting each of us in making a contribution to the company’s shared success. We are responsible for living our values by upholding the principles that govern the way we work – integrity, trust, responsibility, accountability, fairness and transparency.
These principles are necessary for upholding and enhancing our ethical culture in regard to which high ethical conduct is a performance requirement for all employees. By building these principles into our actions and decisions, we will continue to earn the confidence necessary for our continued success and growth.
Our code contains standards, provides direction and sets forth principles that must guide our conduct internally and our interactions with business partners and parties, the communities in which we operate and undertake our activities, and with the public. It summarizes important company policies and procedures, focuses attention on key ethical considerations, spells out prohibited conduct and is intended to foster a culture of high performance with integrity. It is impossible to envisage and provide for all possible situations and occurrences under this code, so employees are expected to look to the code as a guide and reference for living our values.
The term “employees” as used in the code refers to all who must follow and adhere to the code. The term “the company” refers to GNCC Capital, Inc. as parent, all companies in the GNCC Capital, Inc. group, service organizations and managed joint ventures.
Our Commitments:
We are committed to conducting our business and activities ethically and accountably. We will do so with honesty, integrity and in line with our values; we embrace safety as our first value and thereby undertake our business and other activities in safe and responsible ways. We respect applicable laws, regulations, codes and industry standards, show respect for human dignity; value diversity, create mutual advantage in all our business relationships and ensure good environmental management. We will manage our financial performance to maximize long-term value for all with a stake and interest in our company, deliver on our undertakings and strive to achieve positive social impacts.
We are committed to operating as a good corporate citizen in each country in which we have a presence underpinned by the highest standards of business ethics. In respect of international conventions and standards, GNCC Capital, Inc. supports the Universal Declaration of Human Rights and the Fundamental Rights Conventions of the International Labor Organization.
Our Responsibilities:
Integrity demands that each one of us takes personal responsibility for his/her conduct, ensuring that in our day to day work, our decisions, actions and relationships both with fellow employees and external stakeholders are consistent with, and guided by the principles and requirements covered by the code and other policies and procedures of the company. Each one of us must understand and apply the requirements of the code, contribute to maintaining an ethical work environment, report alleged, actual and perceived violations in the manner provided, co-operate in any related investigation and further, seek advice and consult when faced with a difficult situation or when in doubt. The selection and engagement of business partners and parties, and also consultants and agents, must take place through a formal process and the provisions of our code and our values explained to them to ensure they are able to meet our expectations.
Administration of the Code:
Managers and supervisors are accountable for ensuring that employees, consultants, agents, contractors and other business partners and parties are aware of, and comply with this code. Managers and supervisors must also:
If you contravene, suspect or become aware of a possible contravention of the code, a policy, a law or any regulation, you should promptly and confidentially report this to your manager, legal counsel or human resources manager. You should not confront the individual concerned. By following this process, confidentiality will be maintained and the matter will be investigated impartially. You can make a report confidentially or anonymously by utilizing the company’s whistle-blowing facility, the details of which are available on the company’s website. The purpose of the whistle-blowing facility is to provide shareholders, the public, employees, suppliers, contractors and any other interested parties, a medium to report practices that are in conflict with GNCC Capital, Inc.’s values and business principles, unlawful conduct, financial, malpractice or dangers to the public or the environment. All reports made through the whistle-blowing facility are fielded by a third party, “Tip-Offs Anonymous”, which ensures all reports are treated confidentially or anonymously depending on the preference of the caller. The information will then be relayed to internal audit or the compliance department for investigation. Feedback on a report is given when requested.
There may be situations in which we cannot proceed with an investigation without obtaining additional information from the caller or others. It must be understood that the company will not assume a violation has occurred just because a report has been made. Each report will be carefully investigated with assistance and support of the internal audit department.
All reports must be made in good faith which means that we must report only when we reasonably believe there has been a violation and do so responsibly. Please be advised that reporting under this code is not intended to replace or super cede normal managerial reporting or communication channels. Before making a report, we encourage you to consider whether you can raise your concern directly with your manager or supervisor. If you report a violation, a suspected violation, or raise an issue or concern in good faith using any of the above procedures, you will not suffer retaliation for doing so. Any employee who intentionally retaliates because of the report of a suspected violation or who interferes with a violation investigation will be subject to disciplinary action. Disciplinary actions including application of interim measures pending completion of an investigation may be applied regarding contraventions of the code. A failure to report a violation of the code, withholding of information relating to a violation and failure to cooperate with a related investigation will be treated on the same level as actual or attempted violations of the code. The board of directors may, for purposes of effective administration of the code, constitute a compliance committee or other committee with responsibility for interpretation and application of provisions of the code including reviewing, advising, reporting and issuing guidelines to clarify provisions of the code.