OUR VALUES                                                                                   

Jemyan is committed to conducting its business ethically, responsibly and with excellence. We expect all of our directors, executive officers and employees, our subsidiaries, and our partners, including suppliers, subcontractors, agents, and joint venture partners to conduct themselves in accordance with the legal and ethical standards of conduct we hold ourselves to.

Our values underpin everything we do. As an employer, we apply our values to our employees by striving to create a positive workplace environment for all employees, provide training and development opportunities to foster professional growth, provide a safe and healthy workplace by implementing the highest international safety standards, respect employees’ rights to freedom of association, and ensure employment is on the basis of qualification and not race, gender, or religion.

CODE OF CONDUCT                                                                     

The Code of Conduct contains the policies that relate to the legal and ethical standards of conduct that we expect our employees and partners to comply with while carrying out their duties and responsibilities on behalf of the Company. Compliance with these principles is a condition of employment or engagement with the Company.

We acknowledge that the Code of Conduct cannot anticipate every situation an employee or partner may face. We therefore expect our employees and partners to apply the Code of Conduct in their activities, to exercise independent professional judgement and to deter wrongdoing in the conduct of all duties and responsibilities on behalf of the Company.

REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOUR

Employees should promote ethical behavior and encourage other employees to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation. We require that any incidence of misconduct, conflict of interest, or illegal activity must be reported to officials.  All issues reported are confidential and will be treated seriously and discreetly. Employees may report anonymously should that be their preference. The Company will not allow retaliation for reports made in good faith.

AMENDMENTS AND WAIVERS

Any amendments to or waiver of this Code of Conduct shall be made only by the Jemyan Board of Directors upon the recommendation of the Nominating and Corporate Governance Committee. If an amendment to or waiver of this Code of Conduct is made or granted, appropriate disclosure will be made as required by applicable laws and stock exchange regulations.

1. ETHICS

BUSINESS INTEGRITY

The Company conducts its business free from corruption or fraud and expects the same from its employees and partners. The Company and its employees do not receive or offer tangible or intangible bribes in any form.

CONFLICTS OF INTEREST

All employees should avoid conflicts of interest between themselves and the Company. A “conflict of interest” can occur when the private interest of an employee interferes in any way – or even appears to interfere – with the interests of the Company as a whole.

Employees are therefore prohibited from (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or position, (b) using corporate property, information or position for personal gain, and (c) competing with the Company.

INSIDER TRADING

Employees may come across information that is not yet publicly available, but which could be valuable to investors. None should disclose or use non-public information that a reasonable investor would consider important when deciding whether to trade. All Employees must comply with the Company’s Insider Trading Code.

CONFIDENTIAL INFORMATION

Employees should maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized or legally mandated. “Confidential information” includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Employees should comply with the laws, rules and regulations applicable to the Company.

The laws, rules and regulations applicable to contracting with government entities are complex and may impose different and special requirements on the Company. Failure to comply with these requirements may be a criminal offence. Employees should comply with these requirements and questions regarding compliance should be referred to appropriate personnel or outside counsel as necessary.

TAX Compliance

1. The Company shall ensure full compliance with all local tax laws and regulations making full reporting of all income and expenditure, completing and submitting timely tax returns and making timely payments of all tax liabilities, making proper declarations for customs import and export duty purposes.
   1. Similarly, all remuneration paid to employees wherever located must be declared to the local tax authorities in accordance with local laws and regulations.
   1. The Company has established guidelines for employees to follow and has appointed HR and taxation experts who must be consulted in cases where difficulties of interpretation or application of tax laws or duties may arise.

COMPANY RECORDS, INVOICES, AND ACCOUNTS

Employees shall accurately enter data into the records and reports established and submitted. Falsifying documents, or furnishing false accounting records, receipts or invoices are considered offences under the laws of most jurisdictions and are strictly prohibited.

PROTECTION AND PROPER USE OF COMPANY ASSETS

Employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes.

1. EXCELLENCE

RELATIONSHIPS WITH OTHER PARTIES

Employees should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. None should take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

PROCUREMENT OF GOODS AND SERVICES (SUBCONTRACTS AND PURCHASE ORDERS)

The Company procures goods and services that represent good value and are obtained on fair and competitive terms using an open and transparent selection process and objective selection and performance evaluation criteria. With the exception of some regional or specialist businesses and unless otherwise agreed, employees are to conduct this process using Gammon’s central procurement services to leverage on the greater purchasing power and collective information obtained across the business in order to secure lower rates and charges and potentially less risky, better, safer and environmentally more sensitive services. You should follow the detailed procedures provided by the Company unless deviations have been authorized.

SUPPLIER AND SUBCONTRACTOR PARTNERSHIP

The forming of a working partnership for mutual benefit shall be voluntary and you must not give subcontractors or suppliers information that will in any way affect their selection in open tenders except where expressly defined within a transparent selection or performance appraisal system. The shared objectives established in any partnering arrangement are mutual goals requiring voluntary commitment from both sides and any failure to achieve an objective shall not affect payments or other opportunities falling under formal contracts.

HARASSMENT, BULLYING AND DISCRIMINATION

Employees are expected to treat all individuals with respect, tolerance, dignity and without prejudice to create a mutually respectful and positive working environment. The Company will not tolerate any form of harassment or bullying.

FAIR COMPETITION

The Company is committed to the principle of free enterprise and seeks to compete fairly. The Company and our employees adhere to laws and regulations which are designed to ensure effective competition.

ACCOUNTABILITY

Employees are each held accountable for Code of Conduct compliance with regard to issues within his or her control. Sanctions for a breach of this Code of Conduct shall be determined by the Board or the appropriate officer as designated by the Board. Sanctions may include serious disciplinary action, suspension from office or dismissal, or other remedies all to the extent permitted by law and as deemed appropriate under the circumstances.

ACCURATE RECORD KEEPING AND REPORTING

Employees should accurately reflect the transactions of the Company in its books, records, accounts and reports and should maintain an adequate system of internal controls and disclosure controls to promote compliance with the laws, rules and regulations applicable to the Company. Falsification of any Company record is prohibited. All reports, documents or communications authorized or legally mandated for disclosure to the public should be full, fair, accurate, timely and understandable. All business transactions are reflected accurately and fairly in the Company’s accounts in accordance with international established accounting standards.

COMMUNICATIONS

The Company’s policy is to disclose or communicate matters that may influence the share price in a timely and accurate manner.

The interim and annual financial results announcements, other important announcements, and corporate governance documents concerning the Company are published on the Company’s website.

III.     RESPONSIBILITIES PROTECTING THE ENVIRONMENT

The Company is committed to being an environmental steward by implementing the best technology available where applicable to minimize its environmental footprint and promote sustainable business best practices.

HEALTH AND SAFETY

Jemyan is committed to provide a safe and healthy workplace and to educate and train each employee in safe work practices. No person shall be required or instructed to work in surroundings or under conditions that are unsafe or dangerous to his or her health.

Each employee must take responsibility to become aware of the hazards associated with their workplace and tasks they are to perform. Each employee is responsible to complying with applicable safety requirements, wearing prescribed safety equipment, and preventing avoidable accidents. Each employee has a duty to report workplace conditions or practices that pose a safety hazard or threaten the environment and to take reasonable actions to alleviate such risks.

COMMUNITY INVOLVEMENT

The Company strives to cultivate a local identity in each of its host communities by employing local talent and setting global good corporate citizenship standards, all while respecting local sensitivities.

The Company will regularly contribute to the economic and social development its communities, and expects all employees to promote human rights and respectful community.

IT IS NOT ACCEPTABLE TO:

• Give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;

• Give, promise to give, or offer, a payment, gift or hospitality to a Public Official or Third Party to ‘facilitate’ or expedite a routine procedure;

• Accept payment from a Third Party that you know or suspect is offered with the expectation that it will obtain a business advantage for them;

• Accept a gift or hospitality from a Third Party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return;

• Threaten or retaliate against another Employee who has refused to commit a bribery offence or who has raised concerns under this policy; or

• Engage in any activity that might lead to a breach of this policy or perceived breach of this policy.

1. GIFTS, INVITATIONS & HOSPITALITY

This policy does not prohibit normal and appropriate hospitality (given and received) to or from Third Parties. You are prohibited from accepting a gift or giving a gift to a third party in the following situations:

• It is made with the intention of influencing a Third Party to obtain or retain business, to gain a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;

• It is given in your name and not in the name of the Company;

• It includes cash or a cash equivalent (such as gift certificates or vouchers);

• It is of an inappropriate type and value and given at an inappropriate time (e.g. during a tender process).

• It is given secretly and not openly.

We appreciate that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable, justifiable and is proportionate. The intention behind the gift should always be considered.

• MONITORING AND REVIEW

1. The Company will establish and put in place appropriate performance measures and reporting systems to monitor performance against metrics and compliance with the relevant policies, procedures and controls.
   1. Jemyan will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible.
   1. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective. HEAD OF ETHICS will report to the CEO at least annually on the application of this policy.

• FACILITATION PAYMENTS & KICKBACKS

1. In many jurisdictions, making Facilitation Payments is illegal. We do not make, and will not accept, Facilitation Payments or Kickbacks of any kind anywhere in the world.

• Where the facilitation payment is being extorted or you are being coerced to pay it and your safety or liberty is under threat or you feel you have no alternative but to pay for personal or family peace of mind, then pay the Facilitation Payment and report this to your line manager as soon as possible.