INTRODUCTION

Two Lakes Group (2LG) is committed to protecting the health and safety (H&S) of our employees, customers, contractors, and the global communities where we operate. We recognize that by integrating sound management practices into all aspects of our business and by having stated tolerances for substances that may affect the conduct and capabilities of personnel in the workplace and work environment.

1. PURPOSE

The purpose of this policy is to establish guidelines for appropriate actions by employees, volunteers, and contractors of 2LG in order to protect the organization’s reputation, ensure consistency with our mission and values, and maintain the safety of our clients, staff, contractors, the general public, and the work environment.

2. SCOPE

This policy applies to all partners, directors, employees, volunteers, and contractors of 2LG.

3. POLICY

That directors, employees, contractors, and consultants (hereinafter referred to as “2LG personnel”) engaged by 2LG or any subsidiary or associated Company (hereinafter referred to as “2LG”) conduct the business of 2LG in accordance with this CoC of Conduct (hereinafter referred to as the “CoC”) therefore reflecting the values of 2LG.

The environments in which 2LG operates are often lawless and poorly governed, with the potential for individuals to be exposed to extreme risk and personal injury. This CoC is designed so that adherence to it by 2LG personnel will ensure their wellbeing and ensure that 2LG conducts itself as a responsible and ethical services provider.

4. STATEMENT FROM THE BOARD

The Board of directors of 2LG “the Board” is committed to ensuring that 2LG personnel comply with this CoC and thereby conduct themselves and 2LG’s business in keeping with the highest moral and ethical standards. The Board wishes to promote a culture of ethical and accountable behaviour and encourages the reporting of corrupt practices, breaches of the law, and matters potentially detrimental to 2LG’s business or related activities.

5. 2LG GOVERNANCE COMMITTEE (GC)

The GC’s objective is to promote operational excellence throughout the entire organization and to significantly improve overall performance and compliance with 2LG’s clients’ regulations. The GC is also responsible for confirming that 2LG meets the benchmark parameters with respect to the services we provide to our clients, in relation to salaries, HR practices, local labor law, industry standards, etc. The GC will be responsible for the periodic review and continuous improvement of CoC, 2LG’s policies, and overall good governance across the Board. The GC acts as an unofficial auditing body for 2LG’s corporate governance and, as part of this, monitors compliance with the CoC to ensure that the minimum compliance and ethical standards are being met.

The GC is chaired by the CEO with representation from 2LG’s Human Resources, Operations and Legal departments. The GC shall meet at least quarterly to review compliance with this CoC across 2LG and to discuss new initiatives to ensure continual alignment and improvement to 2LG’s governance and ethical processes. From time to time, the GC seeks external advice and guidance from industry leaders, NGOs, and academics relevant to 2LG’s sphere of operations.

6. 2LG ETHICS COMMITTEE

The GC will nominate a group of individuals from throughout the organization to act as the Ethics Committee. The Ethics Committee has been established so that there is a rapid and appropriate response if potential ethics issues arise or are reported via 2LG’s whistleblowing mechanism.

The Ethics Committee is responsible for ensuring 2LG responds appropriately to any whistleblowing to minimize the impact on 2LG, and the wider community. All 2LG personnel are expected to report to the Ethics Committee good faith concerns about actual or suspected violations of this CoC or any of the regulations, rules, policies, and procedures referred to or linked to herein.

The Chair and no less than two other appropriate members of the Ethics Committee (selected by the Chair depending on the nature and location of the issue raised) will meet within a minimum of 48 hours to discuss the reported violation and shall promptly and thoroughly investigate the issue and determine how best to address any reports made. The Ethics Committee will consult with the GC and/or outside counsel for assistance in determining the appropriate course of action should the issue at hand require it.

7. VALUES

This CoC is underpinned by a set of core values that ensure 2LG conducts its business in compliance with the letter and spirit of the law, in a socially accountable way, and in the best interests of our clients and 2LG personnel. 2LG’s core values are:

• Integrity
• Accountability
• Transparency
• Lawful and ethical conduct
• Operational excellence
• Respect
• Inclusion

In addition to 2LG’s core values, 2LG, in accordance with the UN Global Compact, expects all 2LG personnel to understand, adhere to and support the 10 principles of the United Nations Global Compact and the 7 Women’s Empowerment Principles.

8. SCOPE AND APPLICATION

This CoC, and the regulations, rules, policies, and procedures referred to or linked to herein, applies to all 2LG personnel. All 2LG personnel are required to confirm that they have read, understood, and conform to the CoC. In addition, where a 2LG personnel retains third-party agents, contractors and/or consultants (“Third Parties”) to represent or perform work on behalf of 2LG, the 2LG personnel shall make them aware (a) of this CoC and (b) the requirement that when acting for or on behalf of 2LG Third Parties are required to conduct themselves in accordance with this CoC. 2LG maintains a zero-tolerance policy for any violation of this CoC and the regulations, rules, policies, and procedures referred to or linked to herein; any such violations shall result in disciplinary action up to and including dismissal in accordance with the relevant labor law.

9. CONFLICT OF INTEREST

A “conflict of interest” occurs when political, personal, or financial interests interfere with 2LG’s interests or the interests of 2LG’s clients or partners. By way of example a conflict of interest may arise if a 2LG personnel, or a member of their family, gains personal enrichment as a result of access to confidential information through their role with 2LG. 2LG personnel must avoid any situation that creates even the appearance of a conflict of interest.

For example, 2LG personnel must not, without prior written consent of the director:

• offer their skills or services to competitors or potential competitors or engage in or directly or indirectly have an equity interest in a business that competes with or sells goods or services that are competitive to 2LG or offers similar services directly to 2LG’s clients;

• recommend or place business with a firm owned or controlled by another 2LG personnel or his or her family;

• act as a consultant to a supplier, client, or competitor of 2LG or be employed by them or take money from them;

• have any financial or other relationships with local business partners, suppliers, clients, or competitors that would impair the independence of any judgment they may need to make on behalf of 2LG;

• perform, for any personal gain, services to any 2LG supplier of goods or services or any other organization that does business with or serves 2LG;

• use their position for personal gain or to benefit any other business or person in any way that might contradict either the spirit or literal meaning of this CoC.

Any existing business activity or work which does, or may, represent a conflict of interest must be reported to the director or the Ethics Committee. In matters of conflict, or potential conflict, of interest it is recognized that there will be degrees of influence or involvement. In all cases of doubt 2LG personnel are expected to exercise maturity of judgment, act at all times in the best interests of 2LG and seek consent from a 2LG supervisor or Director. 2LG’s Executive Leadership Team shall be responsible for disclosing to 2LG’s clients any situation that may appear as a conflict of interest with respect to the relevant contract. 2LG’s Executive Leadership Team shall also disclose to its clients if any official or professional under contract with 2LG’s clients may have an interest of any kind in 2LG’s business or any kind of economic ties with 2LG.

10. DATA PROTECTION AND PRIVACY

2LG’s Privacy Policy sets out the details of the collection, storage, use, disclosure, access to, and correction of personal data by 2LG. Protecting sensitive data and preventing its abuse or misuse are both essential to 2LG’s operations. 2LG is committed to protecting the information and data it handles or that is handled on its behalf and 2LG will aim to prevent actions that could result in harm, embarrassment, inconvenience, or unfairness to anyone with whom it has a relationship with. This obligation is equally vital for all 2LG personnel who work with 2LG.

It is the essential duty of every 2LG personnel to preserve and protect the privacy rights and personal data of all those they deal with in the performance of their duties.

This includes collecting, maintaining, transmitting, or storing personal data as per 2LG’s policies and legal best practice and using proper collection, storage, transmission, and storage methods.

2LG expects all its 2LG personnel to ensure they are aware of and comply with all applicable laws regarding data protection and privacy (for example the EU’s General Data Protection Regulation (2016/679)). Where there are no applicable laws in place or where those laws are basic or out of date 2LG expects as minimum that all its 2LG personnel conform to the following principles based on the United Nations Global Pulse’s Privacy and Data Protection Principles.:

• To only access, analyze and otherwise use data that has been obtained by lawful and fair means, including, where appropriate, with the knowledge of the individual.
• To ensure, to the extent possible, that all of the data used by 2LG 2LG personnel for business purposes is adequate, relevant, and not excessive in relation to the legitimate and fair purposes for which the data was obtained.
• To not knowingly or purposefully access, analyze or otherwise use personal data which was shared by an individual with a reasonable expectation of privacy without the knowledge or consent of the individual.
• To ensure reasonable and appropriate technical and organizational safeguards are in place to prevent unauthorized disclosure or breach of data.
• To ensure that data use is limited to the minimum necessary for 2LG to perform its business in line with its contractual and/or legal requirements; and
• To ensure that the data used for 2LG’s business purposes is stored only for the necessary duration and that any retention of it is justified.

To learn more about how 2LG manages and expects its 2LG personnel to manage personal data; please read 2LG’s Privacy Policy. Failure to comply with the abovementioned principles or with the applicable law regarding data protection and privacy, may be grounds for disciplinary action up to and including dismissal and/or the initiation of legal action against the 2LG personnel.

11. ANTI-BRIBERY AND ANTI-CORRUPTION

A “bribe” is defined as an offer, promise, or authorization to give, or the giving of, anything of value to influence the actions of a third party. Bribes may include money, gifts, travel, hospitality, discounts, favors, business or employment opportunities, political or charitable contributions, or any direct or indirect benefit or consideration given with the intent to persuade someone to act in one’s favor. Bribery violates anti-corruption laws. All 2LG personnel must make themselves aware of and follow all applicable anti-corruption laws (including but not limited to Chapter 10, section 5b of the Swedish Penal Code, the UK Bribery Act, and the FCPA).

It is 2LG’s policy to conduct its business in an honest and ethical manner; there is a zero-tolerance approach to bribery and corruption. 2LG is committed to acting professionally, fairly, and with integrity in all our business dealings and relationships wherever our operations are being conducted. Additionally, the Company is committed to implementing and enforcing systems to counter bribery and corruption. In short, it is a breach of policy amounting to gross misconduct to:

• Bribe a third party.
• Accept a bribe.
• Bribe a foreign government official; or
• Fail to report bribery.

Any incident or suspected incidence of bribery and corruption is to be reported to the appropriate manager and it is to be investigated fully prior to any action being taken. The Company’s full policy and procedures on anti-bribery and corruption outlines the appropriate actions in more detail.

12. REPORTING AND RECORDS

2LG personnel must ensure that all 2LG accounting records accurately and fairly reflect, in reasonable detail, all transactions, relevant bases and factors underpinning or affecting them, any relevant contingencies, and all 2LG’s assets and liabilities. Accounting records must be maintained in accordance with generally accepted international accounting principles and the financial and accounting policies issued by 2LG.

Any 2LG personnel found to have intentionally prepared inaccurate reports, forms or other documents that will be relied upon by 2LG to be an accurate record of the circumstances described in the record or that are to be disclosed to Third Parties or clients shall be subject to disciplinary action up to and including dismissal.

2LG personnel must fully cooperate with 2LG’s internal and external auditors. 2LG personnel must not knowingly make false or misleading statements to the internal or external auditors of 2LG and must not conceal any relevant information from the internal or external auditors of 2LG.

Documents and other records must be retained in accordance with the requirements of the law, governing contracts and/or 2LG policy. 2LG personnel must familiarize themselves with these requirements and act; accordingly, if the 2LG personnel has any queries, they should seek advice from the director.

Documents that are in any way related to an ongoing or potential investigation of 2LG by any government or UN agency must be protected and cannot be destroyed unless and until any such investigation has ended and destruction has been authorised by the director. 2LG corporate records and documents must not be removed from 2LG premises or used for personal gain or benefit. From time to time, 2LG may be involved in legal proceedings that may require 2LG to retain or make some records available to third parties. The law regarding the retention of documents applies equally to all 2LG’s records, whether in electronic or paper format, including formal reports as well as informal data such as email, expense reports, and internal memos. If the existence of a lawsuit or threatened legal claim, subpoena, or government investigation is known or reported to you, you should immediately contact the CEO, and you must retain all related records. 2LG personnel is on notice that it is a crime to alter, destroy, modify, or conceal documentation or other objects that are relevant to an investigation or otherwise obstruct, influence, or impede an official proceeding, and any such behavior shall result in disciplinary procedures up to and including dismissal and/or the initiation of legal action against the 2LG personnel.

13. USE OF 2LG AND 2LG’S CLIENTS’ FUNDS

All 2LG personnel are required to follow 2LG procedures in relation to the use of assets provided by 2LG and/or 2LG’s clients, the incurring of expenses related to 2LG business and/or 2LG’s clients’ projects, and the spending of 2LG funds. Misappropriation of 2LG or 2LG’s clients’ funds shall not be tolerated; company, divisional, and consolidated budgets must be adhered to at all times unless prior written consent of the director has been obtained.

2LG personnel must never participate (directly or indirectly) in any dishonest or fraudulent activity in relation to funds of 2LG, 2LG’s clients, and suppliers. This may not only entail disciplinary actions but also result in criminal charges.

If any 2LG personnel is found to have committed a dishonest or fraudulent act; misused or misappropriated 2LG funds; embezzled 2LG funds; forged or altered negotiable instruments (such as 2LG cheques or drafts); misappropriated 2LG, client, partner or colleagues’ assets; used 2LG cash, securities, supplies, property or other assets for personal use; mishandled or misreported transactions; or falsified financial records, reports or statements they shall be subject to disciplinary procedures up to and including dismissal and/or the initiation of legal action against the 2LG personnel.

14. ANTI-FRAUD

To commit fraud means to intentionally deceive a person or organization in order to secure unfair or unlawful gain. An act of fraud can be considered a criminal offense, depending on its severity and consequences. Fraudulent acts seriously damage 2LG and our client’s professional reputation. This is why 2LG has a zero-tolerance policy when it comes to this prohibited activity. 2LG is committed to preventing fraud from occurring in our operations, to developing an anti-fraud culture and to the thorough and transparent investigation of any reported cases.

Any incident or suspected incidence of fraud is to be reported to the appropriate manager and it is to be investigated fully prior to any action being taken.

15. USE OF 2LG AND 2LG’S CLIENTS’ ASSETS

All 2LG personnel are responsible for safeguarding assets under his or her control. 2LG personnel have a responsibility to protect 2LG and 2LG’s clients’ assets from loss, theft, misuse, destruction, and waste. 2LG personnel must never participate (directly or indirectly) in any dishonest or fraudulent activity involving the property or assets (e.g., theft).

In general, personal use of supplies, equipment, or premises belonging to 2LG or 2LG’s clients for non-work-related purposes is prohibited unless prior permission is received from the director. General exceptions include the occasional use of 2LG-owned personal computers to send and receive personal email and the use of 2LG telephones to make or receive personal, local telephone calls so long as neither activity interferes with 2LG business and adheres to 2LG internal policies for expense reimbursements, mobile phone usage, and company asset usage. Be aware that personal use of 2LG computers and mobile phones may be visible to 2LG and 2LG reserves the right to access your 2LG computer/emails/files/call logs/messages without notice. 2LG personnel must ensure that their occasional personal use does not cause embarrassment to the 2LG personnel or 2LG.

2LG and 2LG’s clients’ assets, including computer and mobile devices, shall never be used to conduct prohibited or illegal activity, including illegal internet searches. Where 2LG owns the computers and/or mobile devices supplied to 2LG personnel, all correspondence that is sent from or received through the Company’s systems or on a company asset is also owned by 2LG.

2LG may be required to provide emails, computer files, text messages, call logs, etc, in the case of an investigation, litigation, or governmental inquiry.

16. CONDUCTING BUSINESS

2LG is committed to conducting its activities in compliance with all applicable local laws and regulations. Business conducted overseas must be undertaken in accordance with applicable local laws whilst maintaining the highest ethical, social, and moral values. Where ambiguity exists between local and international law, 2LG personnel are to adopt the higher standard.

17. COMPLIANCE WITH LAW

2LG personnel shall, at all times, be and remain subject to applicable local State, Territory, and Federal laws of the country of operation and shall conduct themselves accordingly at all times. It is the 2LG personnel’s responsibility to understand and conform to these laws. 2LG personnel must promptly direct any questions, issues, or requests for further training on these areas to their manager or the Ethics Committee. 2LG personnel are on notice that it is easy to inadvertently breach local law in many overseas jurisdictions, and the consequences of doing so can be extremely severe. The rule of law may be tenuous or non-existent in certain locations. 2LG personnel must, therefore, proceed with extreme caution and ensure compliance with local laws and regulations.

2LG personnel are aware that 2LG will report any conduct (whether suspected or conclusive) of an unlawful nature to local police authorities for investigation and prosecution without notice to the 2LG personnel concerned.

18. PROCUREMENT

2LG will conduct its business fairly, impartially, in an ethical manner and in full compliance with all applicable laws and regulations as they apply to 2LG’s business around the world. 2LG personnel involved in proposals, bid preparation, or contract negotiations must be certain that all statements, communications, certifications, and representations to prospective and current clients are accurate and truthful. At all times when engaging with the UN, 2LG and its 2LG personnel shall take special care to fully comply with all regulations, rules, policies, and procedures that apply to UN procurement and contracting with the UN, including but not limited to:

• http://www.un.org/depts/ptd/.

• www.un.org/depts/ptd/supplier.htm.

• www.undp.org/content/dam/undp/documents/procurement/documents/UNDP_supplier_CoC_of_conduct.pdf;

• http://www.un.org/en/ethics/policies.shtml). (the “UN Regulations”)

2LG personnel preparing or otherwise supporting the preparation of bids and proposals to the UN shall be familiar with and comply with all applicable UN Regulations. Any 2LG personnel who obtains or receives confidential or proprietary information related to UN procurement is.

• required to promptly notify his or her supervisor and

• strictly prohibited from using such information unless it is publicly available or provided officially by the UN. Improper disclosure of such confidential or proprietary information could violate laws protecting such information.

2LG maintains a zero-tolerance policy for any violation of the UN Regulations; any violations of the UN Regulations shall result in immediate dismissal in accordance with relevant labor laws.

At all times when engaging with government and non-government aid or development organizations, including when supporting the preparation of bids and proposals, 2LG personnel shall be familiar with and comply with all applicable CoCs, conditions, and regulations of the engaged organization.

19. ANTITRUST AND FAIR COMPETITION

2LG is committed to complying with the antitrust laws in every jurisdiction in which 2LG does business. 2LG’s 2LG personnel must not engage in any form of price fixing, bid rigging, territory dividing, or other similar activities with competitors that negatively impact clients or are counter to free market principles. 2LG will compete for business fairly and will not communicate with competitors regarding prices, costs, profits, or marketing strategies.

20. MARKETING AND ADVERTISING

2LG is committed to representing its services and offerings fairly, honestly, and accurately. 2LG personnel must not release any advertising, marketing, or promotional material that unfairly describes the services of a competitor or makes disparaging comments or innuendo. All advertising, marketing, and promotional material must be approved by the director.

As part of 2LG’s gender equality agenda, the portrayal of harmful gender stereotypes is strictly monitored and banned throughout the entirety of 2LG’s operations, including, but not limited to, all advertising, marketing, and promotional material released by the Company.

2LG personnel are advised that advertising (including on social media), marketing, and promotional materials must not state that 2LG provides or has provided services to the UN. Thus, considered effort must be made to ensure that any advertising, marketing, and promotional materials do not contain the name, emblem, or official seal of the UN or any UN agency unless prior written consent has been obtained from the UN client named.

21. INTERNATIONAL TRADE

Various governments and multinational organizations control the international movement of certain commodities, manufactured products, technical data, and services and maintain full or partial trade embargoes and economic sanctions on certain targeted countries, entities, and individuals.

These controls may apply to imports, exports, financial transactions, investments, and other types of business dealings. 2LG and its 2LG personnel will comply with international trade laws.

22. WHISTLEBLOWERS

2LG is committed to maintaining a safe reporting environment that is free of fear, bullying, and other negative consequences. Our full Whistleblowing Procedure can be found here and must be adhered to.

2LG expects its 2LG personnel to be proactive; all 2LG personnel are expected to report to the Ethics Committee good faith concerns about actual or suspected violations of this CoC or any of the regulations, rules, policies, and procedures referred to or linked to herein.

2LG will not harass or retaliate against any 2LG personnel who reports, in good faith, a suspected violation or concern or participates in the investigation of such suspected violation or concern, nor will it tolerate harassment or retaliation by other 2LG personnel. Retaliation of 2LG personnel who make such reports is subject to disciplinary action up to and including dismissal. 2LG will investigate all allegations of retaliation, whether overt or subtle, and take appropriate action.

23. REPORTING CONCERNS

Employees, volunteers, and contractors who have concerns about breaches of this policy by colleagues or the organization should report these concerns to their supervisor or the appropriate authority at 2LG.

24. CONSEQUENCES OF POLICY VIOLATIONS

Violations of this policy may result in disciplinary action, up to and including termination of employment or volunteer service.