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Code of Conduct

1. Business Principles

Charter's success flows from our commitment to sound business conduct and the way we interact with our shareholders, employees, customers, business partners and suppliers, government and regulators, communities society, and the environment.

Our Business Principles apply to all Charter companies and to our employees and contractors. Where Charter operates with business partners, third parties or in joint venture arrangements where we do not have management control, we promote the following Business Principles wherever possible.

1.1 Standards of conduct

We conduct our operations with honesty, integrity and openness, and with respect for the human rights and interests of our employees. We respect the legitimate interests of all those with whom we have relationships.

1.2 Obeying the law

Charter companies and our people must comply with the laws and regulations of the countries in which we operate.

1.3 Shareholders

We will conduct our operations in accordance with accepted principles of good corporate governance.

1.4 People

We will provide our people with safe and healthy working conditions and practices. We monitor and report our health and safety performance. We are committed to providing a working environment in which our people can realise their potential and contribute to the business success. We respect the dignity of the individual and support the Universal Declaration of Human Rights and the ILO Core Conventions. We are committed to diversity in a working environment where there is mutual trust and respect and where everyone is accountable for their own actions and feels responsible for the performance and reputation of our company. We aim to recruit, employ and promote people on the sole basis of their ability to fulfil the requirements of the job.

1.5 Customers

We are committed to providing high quality, products and services which meet all applicable safety standards. We value the trust our customers place in us and will safeguard the information provided to us in accordance with relevant laws and contractual commitments.

1.6 Business partners and suppliers

We are committed to establishing mutually beneficial relations with our suppliers, customers and business partners. We will protect our property (including intellectual property) and respect the property of others. In our business dealings we expect our partners to respect our Business Principles.

1.7 Communications

We will communicate openly with all stakeholders within the bounds of commercial confidentiality and the law. We will ensure that all announcements are accurate, fair, timely and understandable, taking into account applicable standards and regulations.

1.8 Business integrity

We will not give or receive, directly or indirectly, bribes or other improper advantages for business or financial gain. No Charter person may offer, give or receive any gift or payment which is, or may reasonably be construed as being, a bribe. All gifts to employees over a minimum value will be disclosed and recorded (in accordance with the Gift Policy below).

1.9 Conflicts of interests

All Charter people must avoid personal activities and financial interests that could conflict, or be perceived to conflict, with their responsibilities to the Company. Charter people must not seek gain for themselves or others through misuse of their positions. Any circumstances that could give rise to a potential conflict of interest must be disclosed in full to the Company and recorded.

1.10 Competition

We are committed to operating vigorously yet fairly and to supporting the development of appropriate competition laws. We will conduct our operations in accordance with the principles of fair competition.

1.11 Community involvement

We acknowledge the interdependency between the success of our business and the well-being of the communities in which we operate. We are committed to making a positive social contribution within those communities and acknowledge our responsibility to engage with the communities in which we work.

1.12 The environment

We are committed to making continuous improvements in the management of our environmental impact as part of our goal of developing a sustainable business. We work to promote environmental care and awareness with emphasis on the need to reduce energy consumption and waste production. We monitor and report on environmental management.

2. Compliance - monitoring–reporting

Compliance with these Business Principles is essential to our business success. The Charter Limited Board is responsible for ensuring these Business Principles are communicated to and understood and observed by all our people. Day-to-day responsibility for promoting and implementing these Business Principles is delegated to the senior management of Charter. Compliance with these Business Principles is subject to review by the Board of Charter Limited through the Audit Committee. The Board of Charter Limited requires employees to bring to its attention, or to that of senior management, any breach or suspected breach of these Business Principles. Charter has whistleblowing procedures which allow our people to report breaches of these principles confidentially and anonymously.

3. Gift Policy

Offers of gifts (including corporate hospitality) from current or potential suppliers are part of day-to-day working life for certain members of our company. It is important, however, that any gift that might be perceived as materially influencing an employee's relationship with the donor (and which could therefore be perceived as a bribe) should not be accepted. As a guide, gifts and hospitality that you believe might have a value in excess of £100 should only be accepted with prior approval from your line manager. However, if you feel that your acceptance of any lesser-valued gift might be perceived as having an influence on your future actions, you should consider whether or not to accept it and, if you do accept it, you should disclose it to your Line Manager.


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