Polycor Inc.

BUSINESS CODE OF CONDUCT

INTRODUCTION

This code of conduct (the “Code”) explains the fundamental values and standards of behavior that are expected from us in all aspects of our business. In our daily activities, we have a fundamental responsibility to address a broad spectrum of issues. Acting responsibly to address these issues is central to achieving business success and essential to the pursuit of our corporate vision to build the world’s leading natural stone company.
The Code provides various rules and guidelines for ethical behavior based on Polycor values of Ownership, Merit, Integrity and Respect, as well as applicable laws and regulations. These values and standards reinforce our commitment to strive together as one team to deliver excellence as a natural stone company through our culture of ownership and our focus on operational efficiency and customer satisfaction.

WHO DOES THE CODE APPLY TO?

The Code applies to everyone at Polycor, including all directors, executives, managers and other employees of Polycor Inc. and each of its subsidiaries as well as individuals in an employment-type relationship with Polycor. Throughout the Code, we will refer to these companies as “Polycor” or the “Company” and we will refer to all individuals to whom the Code applies as “Employees”.

REPORTING MISCONDUCT OR A VIOLATION OF THE CODE

As part of Polycor’s commitment to the highest standards of ethics, employees are encouraged to promptly report any actual or potential misconduct, Code or other company policy violations, malpractice, fraud, misappropriation of business property or any other illegal or unethical act or behavior, including accounting or auditing matters by an Employee or by any business unit of Polycor.

Any submission made by an employee regarding unethical behavior will be treated on a confidential and anonymous basis, unless specifically permitted to be disclosed by the employee or unless required by law. Submissions will only be disclosed to those persons who have a need to know in order to properly carry out an investigation of the potential unethical behavior.

Any employee who in good faith reports unethical behavior will be protected from threats of retaliation, discharge or other types of sanctions that are directly related to the disclosure of such unethical behavior.

No employee will be penalized for inquiring, in good faith, about apparently unethical behavior or for obtaining guidance on how to handle suspected illegal acts or policy violations. Polycor will not allow retaliation for reports made in good faith.

An unethical behavior may be reported to your immediate manager. If this won’t meet your needs, is inappropriate, does not provide the necessary level of confidentiality or if you otherwise prefer, you can contact our confidential and anonymous reporting platform operated by Navex Ethicspoint at http://polycor.ethicspoint.com on a 24/7 basis, by calling +1 833.416.6352 (toll free) or by using the QR code below.

You may also contact the contact the Chief Legal Officer or the Polycor Legal Department at legal@polycor.com. 

PENALTIES FOR VIOLATIONS

Disciplinary action up to and including dismissal for cause will be taken should an Employee:

• violate the Code or any Polycor policy, disregard proper procedures or ask others to violate the Code or any Polycor policy.
• deliberately fail to promptly report a violation or withhold relevant information concerning a violation.
• fail to cooperate in the investigation of a known or suspected violation; or
• take action against an individual who reports a violation or breach of the Code or other policy.

Violations of the Code can also lead to legal action or criminal penalties. Any manager informed of a violation and who fails to take the appropriate measures can also be subject to disciplinary actions, including up to and including dismissal for cause, as well as to claims for damages.

OUR VALUES AND PRINCIPLES OF ETHICAL CONDUCT

Polycor’s culture is founded on four values that guide our behavior at all times:

• Ownership – which requires that we take action and act with urgency to solve problems when they arise, always putting the business first.
• Merit – which requires that we create an environment where everyone is accountable for their actions.
• Integrity – which stipulates that honesty is the cornerstone of trust, which allows us to build stronger relationships with each other and with our customers and which requires that we never compromise on maintaining a safe and healthy environment for our employees.
• Respect – which requires that we value and respect all people and treat them courteously.

Ethical behavior is an essential part of our job and is a personal responsibility we all share. It means performing our job fully and competently. It also means being accountable for our behavior and for supporting the values upon which Polycor’s reputation rests.

Many aspects of our business are governed by laws and regulations and compliance with such laws and regulations is basic to ethical conduct. Ethical behavior, however, goes beyond mere compliance with the law. It involves thinking through the possible impact of our decisions on all interested parties – customers, employees, suppliers and investors as well as the communities and environment in which we live and work. Although the Code lays out the fundamental principles of ethical and legal conduct, it cannot anticipate every ethical dilemma or situation we may encounter as we perform our jobs. Consequently, we may often find ourselves caught in a situation or facing an ethical problem not explicitly covered in the Code.

If the right thing to do is not clear, ask yourself:

• Is it consistent with our values?
• Is it consistent with the Code and other policies?
• Does it benefit Polycor as a whole, not just one individual or group?
• Would I be comfortable if my actions became public knowledge?

If you answer “no” or “maybe” to any of these questions, be sure to stop and get advice. If you are not sure, it is always better to ask before you act. Advice can be obtained from your manager, Human Resources representative or from the Polycor Legal Department at legal@polycor.com.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Many aspects of our business are governed by laws and regulations and compliance with such laws and regulations is basic to ethical conduct. Polycor and its Employees are expected to comply with the laws, rules and regulations of all countries in which we operate at all times.

These laws, rules and regulations include, but are not limited to the environment, health and safety, employment (including restrictions on the use of forced labor and on employing minors), competition, trade, data privacy, anti-harassment and discrimination, human rights and legislation prohibiting the corruption of government officials.

Any evidence of illegal behavior will be taken very seriously. Depending on the nature and severity of the case, Employees who commit an illegal act will face immediate discipline, up to and including dismissal for cause, as well as possible civil or criminal prosecution.

If you have questions with respect to compliance with applicable laws, rules and regulations, you should discuss these questions with your manager or contact the Polycor Legal Department at legal@polycor.com.

HUMAN RIGHTS

Polycor supports internationally proclaimed human rights standards, as notably defined by the Universal Declaration of Human Rights and the UN Guiding Principles on Business and Human Rights. Wherever we operate, human rights considerations guide our decisions and we cooperate with the relevant authorities in respecting and promoting internationally declared human rights. Notably, Polycor does not employ forced labor in any form, in accordance with International Labour Organization (ILO) convention 29 and 105 and other applicable statutes.

DISCRIMINATION

Our core values of Merit and Respect require us to create an inclusive and supportive culture in which we leverage our diversity to innovate and solve problems together and in which success and advancement are determined by results only. Accordingly, Polycor is dedicated to creating an accessible workplace where all employees feel valued, respected and supported based on their skillset, values, and fairness to achieve their full potential.

Our core value of Respect requires us to value and respect all people and treat them courteously. Polycor does not tolerate and condemns any form of discrimination or harassment whether directed against an individual or group, including Employees, customers, suppliers and shareholders. This specifically includes discrimination based on race, national or ethnic origin, aboriginal or indigenous status, language spoken, religion, age, sex (including pregnancy or childbirth), gender identity, sexual orientation, marital status, family status, veteran status, physical or mental disability and conviction for which a pardon has been granted.

PREVENTING WORKPLACE HARASSMENT AND VIOLENCE

Workplace harassment and violence means any action, conduct or comment, including of a sexual nature, that can be reasonably expected to cause offence, humiliation or other physical or psychological injury or illness to an Employee. Harassment and violence can take many shapes, vary in severity, occur as a single significant incident or as a series of inappropriate behaviors and can occur even where there is no specific intention to cause offence, humiliation or harm.

Polycor is committed to fostering a safe, respectful, diverse and inclusive workplace, and preventing and resolving incidents of harassment and violence that may occur while also providing support to those who may have been involved in such incidents.

Roles and responsibilities in promoting a healthy work environment, preventing harassment and violence, and resolving incidents, if they occur, are described in our Violence and Harassment Policy, which also sets out examples of harassment and violence. This policy applies anywhere work or work-related activities are conducted, whether inside or outside Polycor premises, during or beyond regular work hours, or wherever/whenever there is a sufficient connection to the workplace. Employees are responsible for complying with the Violence and Harassment Policy. Failure to do so may result in corrective or disciplinary actions, up to and including dismissal for cause. As such, all Employees are expected to:

• read the policy and understand what harassment and violence is ;
• report harassment and/or violence as soon as possible to a leader, a Human Resources representative; and
• cooperate during resolution of matters involving alleged workplace harassment or violence.

CONFLICTS OF INTEREST

At Polycor, our core value of Integrity stipulates that honesty is the cornerstone of trust, which allows us to build stronger relationships with each other and with our customers. Accordingly, we don’t let personal interests affect the decisions we make on Polycor’s behalf. A conflict of interest arises whenever we allow, or appear to allow, personal interests or relationships to impair our judgment and ability to make decisions with integrity and honesty in the interest of Polycor. By thinking of ourselves or our relationships first, we may act in a way that is damaging, or potentially damaging, to Polycor. We may also harm our personal reputation.

You are expected to recognize a potential conflict of interest when you see one. Some situations in which a conflict can arise include:

• You supervise or do business with a relative, a friend or someone you have a close relationship with.
• You engage in secondary employment that interferes with your responsibilities or performance as an Employee.
• You have an investment or financial interest in one of our customers, suppliers or competitors (other than through the ownership of publicly traded securities).
• You own or do work for a company that competes, does business with or wants to do business with Polycor.
• You use Polycor’s name, property or information to support a charitable, professional or community organization without obtaining prior approval.
• You take advantage of a business opportunity that was intended for Polycor or divert it to a relative, friend or someone you have a close relationship with.

If you are concerned that you may be in a real, apparent or potential conflict of interest, speak to your manager or your Human Resources representative.

You must immediately inform your manager of the existence of any real or potential conflict of interest whether it involves you or a third party. If you have a real or potential conflict of interest you will be required to disclose the details of the conflict of interest in the form required by Polycor, which is available from your Human Resources representative. You may also contact the Polycor Legal Department at legal@polycor.com in connection with any real or potential conflict of interest.

GIFTS & HOSPITALITY

Do not solicit, accept, offer or give gifts, gratuities, favors or hospitality from or to suppliers or customers, which may compromise, or appear to compromise, our ability to make fair, objective, business decisions or may unfairly influence a business interaction.

Do not solicit or encourage gifts, hospitality, entertainment or any other thing for personal use.

Do not accept any gift having a monetary value; for example, gift certificates, cash, services, discounts or loans.

Do not solicit, accept, offer or give gifts, gratuities, favors or hospitality from or to public officials or sponsor activities for public sector clients without obtaining the approval of the Polycor Legal Department.

These requirements do not change during traditional gift giving season.

You may offer reasonable hospitality and entertainment to private sector suppliers or customers where the purpose is to strengthen business relationships however it is your responsibility to inform yourself and be sensitive to the customer’s or supplier’s own code of conduct on these issues. You should consult your manager or contact the Polycor Legal Department at legal@polycor.com when in doubt about the appropriateness of a particular situation.

You may accept and participate in unsolicited business hospitality or entertainment with private sector suppliers or customers depending on the function or services you perform for Polycor and if the hospitality or entertainment is clearly intended to facilitate legitimate business goals and is reasonable.

You may accept business entertainment from private sector suppliers or customers in the form of meals as long as it is modest and infrequent.

You may accept unsolicited, nominal value hospitality, gifts or mementos from or to private sector suppliers or customers that are customary or business related, provided that you disclose the receipt of such hospitality, gifts or mementos to Human Resources by filling out and submitting the Gift Declaration Form in Attachment “A”.

BRIBERY/CORRUPTION

Polycor is committed to complying with all applicable anti-bribery and anti-corruption laws, rules and regulations of every jurisdiction in which we operate.

It is illegal and prohibited for you you to solicit, accept, offer or give bribes, kickbacks or facilitation payments, either directly or indirectly (including for example through a contractor or consultant acting on Polycor’s behalf) or to directly or indirectly give, offer or agree to give or offer any form of advantage or benefit (including for example, gifts, gratuities, favors, money or hospitality) in order to obtain an advantage in the course of business. The act of merely offering or agreeing to pay a bribe is an offence and prohibited, regardless of whether it is actually received. This includes small or modest payment to government officials to expedite or ensure performance of a routine government action.

AUDITS

Employees are prohibited from coercing, manipulating, misleading or fraudulently influencing Polycor’s external auditors, or internal auditors if any, at any time and especially when the employee knows or should know that the employee’s action, if successful, could result in rendering Polycor’s financial statements misleading or erroneous in any way.

CONFIDENTIAL INFORMATION

Confidential information is information about Polycor’s business that must not be made publicly available. Some examples of confidential information which must be safeguarded from disclosure include:

• employee, customer, supplier or other third party personal or confidential information.
• business plans or strategic planning documents.
• customer lists.
• contracts and agreements.
• mergers and acquisitions initiatives.
• passwords and encryption keys.
• financial information.
• marketing plans.
• intellectual property; and
• pictures or recordings of confidential information or discussions.

Employees must also:

• not make use of confidential information other than for Polycor’s business purposes.
• not send confidential information to personal e-mail accounts.
• not store company information on portable storage devices including USB keys or external hard drives.
• ensure confidential information is securely stored at all times; and
• avoid discussing such information in public places (including by phone in taxis, trains and airplanes), with family members or friends or with business colleagues when conversations might be overheard.

Your obligation to protect Polycor’s confidential information continues after the employment relationship ends. Upon termination of employment or contract, or reassignment, all employees must:

• return all copies of confidential information and documents, including electronic records, and all third party information entrusted to Polycor;
• return any equipment entrusted to them including mobile devices, laptops and external storage devices; and
• continue to uphold the confidentiality of Polycor confidential information and not use or disseminate any such information.

This continuing obligation is particularly important in the case of a departing employee who subsequently works for one of Polycor’s competitors, customers or suppliers.

PRIVACY

Polycor is also committed to protecting the personal information of its Employees and customers. Personal information means information, in any format, about an identifiable individual, but does not include the name, title or business address or telephone number of an employee. Employee personal information refers to those records like the personnel files and other documents collected and used to provide services or support such as pay or benefits information or employee health information.

All personal information is to be protected by logical and physical security safeguards appropriate to the sensitivity of the information and may only be accessible and used for reasonable purposes relating to the management of the employment relationship or for other purposes as may be required by law. All Employees holding personal employee information must handle it in accordance with privacy principles. Aside from applying normal safeguards (i.e. locked cabinets and desks), Employees should avoid discussing personal employee information in public areas.

Notwithstanding the notion of employee personal information, there shall be no expectation of privacy for communications made through the use of telephones, computers and other equipment provided by Polycor as well as workspaces (for example, desks, lockers, and vehicles). Polycor reserves the right to monitor or search any and all Polycor property at any time, where it determines on reasonable grounds that this is required.

To support our commitment to privacy Polycor has adopted a Privacy Policy – which details Polycor’s privacy commitments and the rights of customers and employees regarding personal information.

SAFEGUARDING POLYCOR ASSETS

We rely on Polycor’s assets to perform our work every day. These assets include vehicles, tools, machinery, materials, office equipment, inventory, computers and other IT hardware, telephones, buildings, property, communication networks, information systems, and intellectual property.

Our core value of Ownership mean we all have a responsibility to be accountable for and safeguard Polycor’ assets from loss, damage, theft, vandalism or unauthorized use or disposal. Physical security controls are essential in protecting Polycor’s assets and all employees play a key role in ensuring that physical security safeguards are not bypassed, circumvented or disabled.

We should not use Polycor assets for personal purposes, except where this use has been expressly authorized by Polycor. The improper use of assets could seriously undermine Polycor’s business and adversely affect our strategy and decision-making. It may lead to disciplinary action up to and including dismissal for cause. It could also constitute a criminal offence.

INFORMATION SECURITY

Computers and computer networks form the backbone of our business and operations infrastructure. For this reason, every effort must be made to protect Polycor’s computer systems and software from the various threats to their security, such as accidental or deliberate destruction of data and equipment, interruption of service, disclosure of confidential information, theft and corruption.

To maintain security:

• access to computer systems must only be granted to authorized users.
• access codes and passwords must be kept confidential and cannot be shared with anyone.
• only software provided by Polycor may be used on computer systems.
• comply with all Information Technology Department policies and rules.
• complete all security training required by the Information Technology Department
• guard against computer viruses, malware and ransomware that may damage Polycor’s computer systems.
• report any actual or suspected computer security incidents (including any virus, spam, phishing attempt or unauthorized access to helpdesk@polycor.freshservice.com

ENVIRONMENT

Our core value of Respect requires us to support the communities in which we operate and we respect the environment. As a producer and manufacturer of natural stone, Polycor is committed to the preservation of our natural environment and believes that environmental protection and energy efficiency are an integral part of doing business. We are committed to reducing, through a continual improvement process, the impact that some of our activities may have on the environment. Employees must comply with all environmental laws and report any instance of environmental non-compliance to their manager or to the Polycor Legal Department at legal@polycor.com.

HEALTH & SAFETY

Our core value of Respect means we never compromise on the health and safety of our Employees or our external stakeholders, including customers, suppliers and the general public. We believe that a safe and healthy workplace is essential to achieving success in all areas of our business.

Under the law, employees and leaders at all levels of the company are personally accountable to ensure proper health and safety practices are in place. As a Polycor Employee, you assume the primary responsibility for your own health and safety and to uphold safe work practices at all times to prevent injuries. You have a role to play in supporting our health and safety policies by:

• Observing regulations and engaging in safe work practices at all times to prevent injuries.
• Identifying and reporting health & safety hazards and incidents via the established reporting processes and participating in associated investigations when required.
• Actively participating in health and safety training; and
• Cooperating as required to meet or exceed health & safety laws and regulations that apply to us.

ALCOHOL, DRUGS & OTHER SUBSTANCES

All employees are required to be fit for work and must not be impaired by the use of illicit drugs, recreational cannabis or alcohol in the workplace. Use, possession and trafficking of illicit drugs, recreational cannabis or alcohol is strictly prohibited in the workplace. Employees must not be impaired by medication or medical cannabis in the workplace. Employees are responsible for determining through their physician or pharmacist whether the use of medication might have an adverse effect on performance or put their or others’ health and safety at risk and communicating any risks to their Human Resources representative. Employees are required to behave responsibly and maintain appropriate behavior during company-sponsored social and recreational events with regard for the safety and well-being of the individuals participating, the community, and the reputation of the company.

BUSINESS RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS AND COMPETITORS

Our core value of Ownership requires us to treat each decision and interaction as a prudent business owner with a focus on the long-term interests of the business. We welcome and encourage fair and open competition and we are committed to treating competitors with due respect. We have every right to gather information about the marketplace in which we operate through legal and ethical means. This includes information about our competitors, their products and services, prices and similar information. However, we do not engage in espionage, buy proprietary information or induce employees or former employees of our competitors to disclose confidential information with respect to competitors.

In many cases, agreements between competitors that restrict the price at which competitors can sell their products or services to customers, restrict the customers to whom competitors can sell, or restrict quantities that competitors will produce or market, are criminal offences and thus prohibited. To be clear, this prohibition does not address cases where two competitors are simply entering into an agreement as buyer and seller of products or services. The law provides certain exceptions and we may sometimes take advantage of these exceptions and enter into specific agreements with competitors. For instance, the rules allow, under certain conditions, the submission of joint bids with competitors in response to requests for proposal, something which otherwise would appear to be a prohibited agreement on price. The Polycor Legal Department must be consulted before arrangements with competitors are established.

POLITICAL ACTIVITIES

Political contributions refer to any payment or donation, including provision of services at favorable rates, irrespective of format or location, made on behalf of Polycor to a recipient involved in any political process, such as a political party, an election or leadership candidate, a riding association or an elected official. All political contributions by Polycor are prohibited unless express prior consent is obtained from the Chief Executive Officer. This policy does not apply to political contributions made by Employees on their own behalf. However, funds or assets being contributed must originate with or belong to the individual making the contribution, and individuals making political contributions should be prepared to demonstrate ownership. Beyond standard penalties for non-compliance with the Code outlined above, Polycor may refer the matter to the appropriate regulatory and legal authorities, which could lead to penalties, fines or imprisonment.

LOBBYING

Lobbying involves reaching out to a public official in order to further Polycor’s business objectives, whether at the state, federal, provincial, municipal or other level of government. Lobbying does not, however, include formal legal or regulatory submissions, communications in a public forum, responses to government requests for proposals or the ordinary course sale of products or services to government entities. Lobbying public officials is a legitimate activity but the law sets certain boundaries around lobbying, and establishes some disclosure requirements, to ensure that lobbying activities are transparent and ethical. The Polycor Legal Department must be consulted and provide express written approval before an Employee engages in any lobbying activity or makes any representations to public officials. Beyond standard penalties for non-compliance with the Code outlined above, Polycor may refer the matter to the appropriate regulatory and legal authorities, which could lead to penalties, fines or imprisonment.

PUBLIC COMMUNICATIONS

Only authorized executives can decide the timing and content of public disclosures regarding Polycor such as the issuance of news releases. If you are not an authorized designated spokesperson, you must not respond under any circumstances (including on a “no-name” or “off the record” basis) to inquiries from, or voluntarily provide information to the media, unless specifically asked to do so by an authorized designated spokesperson. Any inquiries need to be immediately referred to Polycor’s Communications Department at communications@polycor.com.

SOCIAL MEDIA

Social media includes any digital communication channel that allows individuals to create, share or comment on content. Polycor Employees must comply with all social media guidelines adopted by the company from time to time as they help protect Polycor’s reputation and ensure compliance with applicable laws and regulations. As with all communications, employees engaged on social media must abide by the following general principles:

• Any comment made must be true, genuine and not misleading.
• Your online presence is a reflection of you, both personally and professionally, and of Polycor.
• Always use common sense, be ethical, professional and treat others with respect – do not post anything inappropriate, offensive, defamatory, discriminatory, racist, violent, obscene, sexually explicit or that promotes harassment.
• Avoid posting anything that could negatively impact Polycor, our customers, suppliers or competitors.
• Comply with local legal requirements for consent before using the name, quotes, images or personal information of Employees or other persons; and
• Clearly state that opinions you express are your own and do not reflect those of Polycor.

Please remember that any statement made online may be perceived as being made by a representative of Polycor and may create unnecessary liability for the company. The contents of this Code apply to all communications by Employees on social media.

INTELLECTUAL PROPERTY

Intellectual property such as patents, inventions, copyrights, trade-marks, domain names, industrial designs and trade secrets are strategic assets of Polycor and must not be disclosed to or used by others without first ensuring that appropriate legal safeguards are in place. Failure to do so could result in Polycor losing rights in its intellectual property. Every employee has a responsibility to preserve, protect and enhance the value of these assets. Employees must immediately report any infringement or misuse of Polycor trade-marks or trade names to the Polycor Legal Department. In addition to protecting Polycor’s intellectual property, we also have a responsibility to avoid infringing the intellectual property rights of others.

All intellectual property conceived or made in the course of our employment with Polycor or which are within the scope of Polycor’s business interests, are rightly the exclusive property of Polycor. Each employee assigns to Polycor the ownership of all such intellectual property and also waives in favor of Polycor any moral rights they may have in such intellectual property. Employees are prohibited from applying for patents or other intellectual property registrations in regards to intellectual property that belongs to Polycor, nor can Polycor’s intellectual property be used for personal purposes or gain by Employees.

APPENDIX A: GIFT DISCLOSURE FORM

DEPOSITOR

First Name

Last Name

Title

Workplace/Division

INFORMATION ON THE GIFT

Donor

Gift (description)

Date received

Value/Cost

DEPOSITOR

I hereby confirm that the information contained in this form is true and accurate.

Signature

Date (YYYY/MM/DD)