Code of Conduct

Purpose

At ICAT Logistics (“ICAT”), we are committed to maintaining a workplace defined by integrity, professionalism, and respect. This Code of Conduct and Ethics (“the Code”) outlines the standards of behavior expected of all employees, contractors, and representatives. Our reputation as a trusted logistics partner depends on every team member conducting business honestly, lawfully, and ethically.
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While this Code covers a wide range of business practices and procedures, it does not address every applicable law or respond to every ethical question or concern that may arise. If you find yourself uncertain about how to apply its principles to a particular situation, seek guidance from your immediate supervisor or the Chief Compliance Officer (mickey.dragash@icatlogistics.com).
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All individuals affiliated with ICAT—including employees, officers, contractors, subcontractors, partners, agents, subsidiaries, vendors, suppliers, and any other third parties doing business with or on behalf of ICAT globally (collectively, “employees and third parties”)—are expected to comply with this Code in all business dealings, regardless of geographic location.
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Our Commitment

ICAT is committed to:
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Creating a respectful, inclusive, and safe workplace for all employees;
Conducting business with honesty and integrity;
Protecting company, client, and co-worker confidentiality and date; and
Promoting a workplace free from discrimination, harassment, and retaliation.
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Professional Conduct
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Professionalism is essential to our work environment and success. Employees and third parties are expected to demonstrate:
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A positive, respectful attitude;
Collaboration and teamwork;
Dependability and accountability;
Prompt and accurate timekeeping; and
Integrity in all business dealings.
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Employee & Third-Party Expectations
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Obeying the law, both in letter and in spirit, is the foundation of ICAT’s ethical standards. All employees and third parties must respect and obey the laws of the jurisdictions in which ICAT operates, conduct business in a way that fulfills ICAT’s ethical responsibilities, and avoid engaging in activity that could be perceived as improper. Where local laws are less restrictive than this Code, employees and third parties must comply with the Code. Where local laws are more restrictive than this Code, employees and third parties must comply with local law. Accordingly, all employees and third parties are expected to:
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Follow ICAT policies, procedures, and applicable client site rules;
Report unsafe conditions, accidents, or hazards immediately to a supervisor;
Use company equipment and resources responsibly and only for business purposes;
Refrain from engaging in conduct that may reflect poorly on the company or compromise safety or integrity;
Be truthful and accurate in timekeeping, communications, and business records;
Avoid any real or perceived conflicts of interest and disclose them to management;
Maintain confidentiality regarding proprietary, financial, and customer information;
Respect the rights, property, and dignity of colleagues, clients, and business partners;
Operate in a drug-free, harassment-free, and violence-free environment; and
Wear all the necessary personal protective equipment (“PPE”) when required.
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Employees and third parties should understand the legal requirements that are most relevant to their work. A few laws and compliance requirements, discussed below, are worth addressing specifically.
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Equal Employment Opportunity & Anti-Harassment
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ICAT is committed to a workplace free of harassment and discrimination. Employees and third parties must not unlawfully discriminate on the basis of race, color, religion, sex (including pregnancy, childbirth, or related medical conditions), sexual orientation, national origin, age, disability, marital status, veteran status, or any other basis. The Company is committed to providing a professional work environment that is free from such discrimination and from harassment. This includes sexual harassment, as well as harassment based on any of the protected statuses listed above or any other category protected by law.
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Accommodations

Employees needing accommodations due to a disability should contact Human Resources. ICAT complies with the Americans with Disabilities Act (“ADA”) and will provide reasonable accommodations as appropriate.

Environmental & Health and Safety Laws

Employees and third parties must act in accordance with all laws and regulations governing hazardous materials; emissions; waste and wastewater management and discharge; pollution prevention; occupational injury prevention; prevention of chemical exposure; emergency prevention, preparedness and response; occupational safety procedures and systems; and worker health-and-safety communication.
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Conflicts of Interest

A conflict of interest exists when an employee or third party’s private interest interferes in any way—or even appears to interfere in any way—with the interests of ICAT, or when an employee or third party has loyalties that are somehow inconsistent with or opposed to the best interests of ICAT. A conflict of interest may make it difficult to perform work or make business decisions objectively and effectively. Employees and third parties must avoid situations that may compromise their objectivity or create a conflict between personal interests and the interests of ICAT. Conflicts should be disclosed immediately to management. Common examples of conflicts of interest include:
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Accepting gifts or favors from suppliers;
Outside employment with competitors or vendors;
Taking personal advantage of a business opportunity discovered in the course of work for ICAT; and
Personal, family, or close acquaintance financial interest in a company doing business with ICAT.
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Use of Company Resources

Employees and third parties must not use ICAT property, information, or position for personal gain. Company assets—including information, time, equipment, and facilities—must be used solely for legitimate business purposes.

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Due Diligence

Third parties who act illegally may expose ICAT to civil and criminal liability. Before hiring any other third parties who will act on ICAT’s behalf, employees and third parties must take appropriate steps to determine their reputation for ethical behavior, experience in performing the services for which they will be retained, familial or other relationships with government officials, and other relevant information. Employees and third parties are required to raise any suspicious information obtained through due diligence to the attention of the Chief Compliance Officer (mickey.dragash@icatlogistics.com).

Anticorruption Compliance

Employees and third parties must comply with laws that prohibit corrupt behavior, including but not limited to the U.S. Foreign Corrupt Practices Act (“FCPA”). This includes improperly influencing—or attempting to influence—government officials or private individuals.
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Employees and third parties may not make, promise to make, or offer to make any payments or provide any item of value, directly or indirectly, to anyone for the purpose of improperly obtaining or retaining business, securing an improper business advantage, or inducing the recipient to perform a job function improperly. An “item of value” may take many forms, including travel, personal favors, offers of employment, and other benefits that may be distinct from traditional gifts.
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Employees and third parties may not offer, accept, or solicit gifts, entertainment, or other items of value that could improperly influence business decisions or create the appearance of impropriety. If employees or third parties provide business courtesies—such as meals and entertainment—they must be reasonable in value and consistent with customary business practices, and must not even appear improper. All such activities must follow ICAT’s Bribery, Gift and Hospitality policy and may require management approval. Cash gifts are strictly prohibited.

Sanctions & Export Control Laws

ICAT complies with the sanctions and export control laws of the United States and other jurisdictions in which it conducts business. U.S. trade sanctions laws and regulations, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), restrict U.S. persons from engaging in dealings with comprehensively sanctioned jurisdictions (currently, Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People’s Republic, so-called Luhansk People’s Republic regions of Ukraine), as well as certain entities and individuals subject to sanctions. As a U.S. person, ICAT is required to comply with U.S. sanctions.

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Items of U.S. origin, located in the United States, or containing certain amounts of controlled U.S.-origin components or technology may fall within the scope of U.S. export control laws, including the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the International Traffic in Arms Regulations (“ITAR”) administered by the U.S. Department of State Directorate of Defense Trade Controls (“DDTC”).

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Employees and third parties must take care to follow adequate due diligence procedures to ensure all transactions comply with U.S. sanctions and export control laws. U.S. persons, including ICAT, are not permitted to conduct business with any individuals or entities that are themselves the subject of U.S. sanctions or are located, organized, or ordinarily resident in a jurisdiction subject to comprehensive U.S. sanctions. Further, ICAT may not export, re-export, or transfer any controlled item without the requisite authorization from the appropriate governmental authority.

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Anti-Boycott Laws

ICAT complies fully with U.S. anti-boycott laws. Employees and third parties are prohibited from participating in any foreign boycott not sanctioned by the U.S. government. This includes refusing to do business with blacklisted companies or disclosing prohibited information based on nationality, religion, or other protected categories.
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Antitrust & Fair Competition Laws

The laws that govern the way in which companies compete are called antitrust laws in the U.S. and competition laws in Europe and elsewhere. Among the activities generally found to violate these laws are agreements—whether written or oral—among competitors to fix or control prices, structure bids to direct work to a particular entity, boycott certain entities, allocate markets, or limit production. Employees and third parties may not enter into any such agreements, and do not have any discussions with competitors about our prices, costs, profit margins, or bids for specific business.
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Maintenance of Accurate Records

ICAT records, accounts, and financial statements must be maintained in reasonable detail, must accurately reflect ICAT’s transactions, and must conform to applicable legal requirements, ICAT’s system of internal controls, and generally accepted accounting practices and principles. Under no circumstances should employees or third parties misrepresent facts or falsify records.
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Employees and third parties should also comply with all legal requirements concerning the preservation of specific records and should only dispose of records in a manner consistent with the degree of confidentiality and sensitivity required by the information they contain.
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Confidential Information and Intellectual Property

Employees and third parties must comply with ICAT’s requirements for the maintenance of the confidentiality and security of confidential information and intellectual property. This includes taking care not to violate the intellectual property ownership rights of ICAT or others. Intellectual property includes, without limitation, copyrights, patents, trademarks, licenses, and trade secrets. Employees and third parties may not transfer, publish, disclose, or use confidential information unless required to do so in the ordinary course of business or as authorized by ICAT.
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Data Protection

It is ICAT policy to take appropriate steps to protect information relating to individuals, whether they are employees, customers, investors, or suppliers. ICAT is responsible for collecting, processing, and transferring personal data only for lawful and legitimate business purposes. Employees and third parties must safeguard the confidentiality and security of personal data and respect individual privacy, and must take care to comply with the data privacy laws of each jurisdiction in which ICAT operates.
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Ethical Conduct

We conduct business fairly, transparently, and in compliance with all laws. We do not engage in bribery, corruption, or unethical practices. Employees should:
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Fulfill commitments and obligations
Treat clients, vendors, and colleagues with fairness and respect
Never misuse company assets or information for personal gain
Avoid making promises or agreements they cannot keep
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Examples of Unacceptable Conduct

The following actions, without limitation, are unacceptable conduct under the Code:
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Misrepresentation during hiring (e.g., falsifying credentials);
Theft, vandalism, or misuse of company or employee property;
Harassment, threats, or violent behavior;
Violation of safety protocols or IT and communications policies;
Use of client or company resources for personal gain;
Gambling, obscene behavior, or offensive materials at the workplace;
Unauthorized disclosure of confidential information; and
Failure to perform job duties or follow lawful instructions.
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Reporting Concerns

ICAT encourages open communication and reporting of any ethical or policy violations. Employees and third parties have an obligation and ethical responsibility to help enforce this Code, and, to that end, should promptly report violations to their supervisor, Human Resources, or another member of leadership. Employees and third parties are also encouraged to talk to supervisors, managers, or other appropriate personnel about suspected illegal, improper, or unethical behavior and when in doubt about the best course of action in a particular situation. Further, employees and third parties are expected to cooperate in internal investigations of wrongdoing or misconduct and may face discipline if they fail to do so.
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The requirement to report suspected or known violations should not be construed as preventing employees or third parties from also reporting possible violations to appropriate government authorities.
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ICAT prohibits reprisal, threats, retribution, or retaliation against any person who in good faith has reported a violation or a suspected violation of law, this Code, or other ICAT policies, or against any person who is assisting in any investigation or process with respect to such a violation. Such retaliatory action is both a violation of ICAT policy and prohibited by a variety of laws.
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Disciplinary Action

Violations of this Code may result in disciplinary action, up to and including termination of employment or contract. ICAT reserves the right to pursue legal remedies where applicable.
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Management Responsibilities

All employees and third parties are required to read, understand, and acknowledge this Code. Questions or concerns should be directed to Human Resources or Compliance.

Acknowledgment