This Code of Ethics and Conduct (the “Code”) is derived from policies and protocols applicable to Winrock Maritime Group (hereinafter, the “Group”). All permanent and temporary employees, directors and officers, as well as contractors and other stakeholders (where contractually obliged) are expected to act in accordance with the requirements set out in this Code.
The purpose of this Code is to establish the principles and values, which inspire and govern the Winrock Maritime´s activities and relationships. It also sets expectations for activities to be conducted lawfully, safely and responsibly, and ultimately in a manner that aligns with the Winrock Maritime’s values.
More specifically, this Code aims to facilitate the carrying out of daily operations in an ethical and professional environment, and in accordance with current laws and regulations. This is aligned with the Group’s mission of promoting a corporate culture built on compliance with the law and good corporate governance to deliver the best possible customer service, allow for employee development, and ultimately create sustainable and profitable growth.
This Code is binding for all employees, directors, officers, and shareholders (“Internal Stakeholders”). Subcontractors, intermediaries, agents, brokers and/or suppliers that do not have internal procedures or codes of conduct which are materially similar to this Code and are contractually obligated to comply with this Code are expected to comply with the principles and provisions established in this Code (“External Stakeholders”).
It is everyone’s responsibility, regardless of their role within the Group, to ensure this Code is complied with. This Code may not answer every question which may arise while conducting business. It is, however, the responsibility of everyone to understand this Code along with related policies, procedures, and guidelines which make up Winrock Maritime Group’s Compliance Program (“Guidance Documents”). These Guidance Documents have been developed to provide further guidance on compliance requirements and to assist all stakeholders to apply this Code in our daily work and decisions. Any questions that remain, or subsequently arise, should be directed to a manager or the Group Legal Counsel.
No breach of this Code will be tolerated or permitted. Therefore, any conduct which goes against the Code, whether directly, indirectly or otherwise, must immediately be reported. The whistleblower reporting a breach of conduct will be protected in accordance with current regulations and no retaliation will be tolerated.
The principles established in this Code shall be implemented according to the protocols and control mechanisms which are referred to in the Guidance Documents. The Winrock Maritime’s commitment to this Code is based on the following guiding principles and values:
All members of the Winrock Maritime must be aware of the legislation that affects their respective areas of activity, and the CEO and Managers must ensure that their Internal Stakeholders receive adequate training to enable them to understand, respect, and comply with relevant legislation.
As regards sanctions, many countries have imposed sanctions with respect to conducting business with specific countries, certain companies, specific individuals and/or in relation to specified types of cargo. Furthermore, numerous countries have implemented sanctions against terrorism sponsoring or sponsored organizations.
The restrictions enacted may vary depending on the imposing country as well as the target and may be subject to changes from time to time. All Group companies and Internal and External Stakeholders, regardless of the jurisdiction of registration, must comply with applicable laws on sanctions. Violations of sanctions not only contravene our ethical commitments, but are subject to substantial penalties, including criminal prosecution resulting in considerable fines and/or imprisonment.
With regards to tax evasion, the Winrock Maritime is committed to full compliance with relevant laws and external company reporting requirements, including those concerning disclosure to tax authorities and reporting on the tax payments that we make. The pricing of transactions between Winrock Maritime companies is based on fair market terms, whereby exchanges of goods, property and services are conducted on an arm’s-length basis.
The Prevention of Facilitation of Tax Evasion Guidelines (the “Guidelines”) illustrate the characteristics of tax evasion facilitation and help associated persons (as defined by the Guidelines) better identify criminal tax evasion arrangements. Such arrangements can lead to civil and criminal liability, including loss of employment, criminal prosecution, significant fines, imprisonment and serious damage to Winrock Maritime’s reputation. The Winrock Maritime does not tolerate any activity or arrangement which seeks to evade relevant taxation laws.
The Winrock Maritime undertakes to provide a working environment that fosters collaboration and best work practices to drive the Winrock Maritime forward. Relations with and between Internal Stakeholders must be based on the guiding principles of this Code. To this end, the Winrock Maritime prioritizes:
We don’t give or accept gifts and entertainment:
Business relations with suppliers, customers, competitors and partners, as well as with investors and agents are governed by the following principles:
The Winrock Maritime strives to give all its suppliers the same opportunities to establish contracts with the Winrock Maritime while simultaneously maintaining independence and integrity in the selection process. Supplier assessment and selection is based on the Group's principles as set out in this Code.
The conduct of the Winrock Maritime's Internal and External Stakeholders who interact with, or who may have some type of relationship with government officials, whether national or foreign, whether holding an elected office or not, must always be characterized by transparency, ethics, and integrity.
Actions that involve the giving, acceptance, consent or offering of gifts, presents, excessive hospitality or hidden commissions, among others, to government officials or to people closely related to them, must never be carried out in the name of the Winrock Maritime and are prohibited.
Donations that seek to influence government, or whose purpose is to obtain an unlawful commercial advantage are strictly forbidden. Contributions (in the capacity of an employee, director or officer or on the Group´s behalf, by Internal or External Stakeholders) made to political parties, regardless of their affiliation or orientation, are also prohibited.
The Winrock Maritime is committed to strict compliance with applicable anti-corruption laws and regulations and recognizes that our reputation for conducting business in an ethical and legal way is a core company value that must be protected. The Group maintains a zero tolerance policy against corruption and bribery.
A bribe can include money, or any offer, promise, or gift of something of value or advantage in return for acting improperly. Internal and External Stakeholders must never solicit, accept, offer, provide or authorize bribes of any kind or anything which may be construed as a bribe either directly or indirectly or otherwise themselves or through a third party.
Facilitation payments are likewise prohibited and should not be made. A facilitation payment is a small payment to a public official to enable or speed up a process that is his or her duty to perform such as issuing permits, licenses, or other official documents.
Money laundering is a process whereby the origin of funds generated by illegal actions is concealed (drug trafficking, gun smuggling, corruption etc.). The objective of money laundering operations consists of making the capital and assets that are illegally gained seem as though they are derived from a legitimate source and inserting them into economic circulation. Money laundering may take place by cash being paid directly into a bank account or by a complex set of artificial transactions which usually take place in several stages.
The Winrock Maritime is committed to strict compliance with applicable anti-money laundering laws and regulations. Not only does any such conduct violate the Group's ethical commitments, but the aiding and abetting of money laundering is a criminal offense and is subject to considerable fines and/or imprisonment.
Most rules for the prevention of money laundering require that companies verify the identity of those they deal with and keep records as evidence. Know Your Customer ("KYC") requirements may be different in each jurisdiction (and in some of the countries in which the Group operates, such requirements are not legally required). Nonetheless, the Group has adopted a general KYC framework to ensure that each Access World entity, regardless of its jurisdiction of registration or operation, has implemented suitable KYC procedures. All employees and Internal Stakeholders are required to abide by the Winrock Maritime's KYC procedures and are responsible for alerting their manager if they have any suspicions about a particular transaction.
The Group's Internal Stakeholders have the duty and obligation to safeguard the confidentiality of information that could be classified as privileged, confidential, reserved and/or secret. This means it cannot be disclosed and certainly cannot be used for personal benefit. The term confidential information includes:
Regarding Data Protection, the Group has established a specific Data Protection policy with the objective of setting a binding level of minimum standards on data protection rules for all cross-border data transfers.
Whilst the Data Protection Policy defines the minimum standards for cross-border data transfers, Local Policies set forth the specific requirements of local data protection laws and regulations, which the specific Winrock Maritime entity must observe in addition to the minimum standards set out in the Data Protection Policy.
The Winrock Maritime has also implemented an Information Barriers Policy which sets out the approach in respect of procedures and systems to ensure we manage and protect company and third-party information properly.
The Group is committed to implementing necessary measures to conduct its activities in such a way as to minimize any negative environmental impact, whilst adhering to all relevant environmental legislation and regulations.
The Winrock Maritime's business managers are responsible for implementing the group's environmental policy and proactively addressing issues that may adversely affect environmental performance within the business. This includes for example assessing likely environmental outcomes when making decisions in the same way that consideration is given to safety, costs, quality, and time.
A conflict of interest is a situation in which an individual has a private interest sufficient to appear to influence the objective exercise of his/her professional duties.
All Internal Stakeholders must carefully perform their professional duties and safeguard the Winrock Maritime's legitimate interests, which includes the avoidance of potential as well as actual conflicts of interest.
The Winrock Maritime requires that all Internal and External Stakeholders declare all potential and actual conflicts of interest. Undeclared or mismanaged conflicts can lead to reputational damage, loss of trust and confidence in our internal controls, loss of our stakeholders' confidence in the integrity of our decision-making, investigations, fines and penalties and substandard services at inflated prices.
It is not possible to describe every situation in which a conflict of interest may arise, but the following are the most common:
An internal whistleblowing channel where concerns can be safely and confidentially raised represents an effective method of identifying and correcting shortcomings in a company. It provides a channel for employees to report irregular practices or conduct within the organization.
Through the raising concerns channel, the Winrock Maritime guarantees that all Internal Stakeholders, acting in good faith, can report any irregular conduct confidentially without suffering any repercussions or discriminatory action for doing so. Employees should report possible irregularities, unlawful activities and any conduct that contravenes current legislation or this Code. This communication channel may also be used to introduce questions, innovations and ideas, which could contribute to improving our business ethics culture on compliance. Concerns may be raised through the Raising Concerns Channel, which is:
shipsagency@winrock.co.mz
The Group Legal Counsel is the person responsible in Winrock Maritime for handling all the complaints received or concerns raised, which will be duly investigated. Based on the complaints received and their subsequent investigation, the Winrock Maritime Legal Counsel may be able to draw major conclusions about potential monitoring failures that led the irregular practices to take place and accordingly implement any additional control measures.
The Group does not tolerate the contravention of the principles contained in this code and as necessary, Winrock Maritime may penalize Internal and External Stakeholders for violations of this Code. In addition, for Internal Stakeholders, any failure to comply with the Code's provisions, or any protocols and procedures which develop or complement it, may result in the corresponding disciplinary penalties in accordance with the statutory regime, collective bargaining agreements, labour legislation and all other civil and business obligations that the Internal Stakeholder has contracted with the company.
