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Business Conduct and Ethics  

Business Conduct and Ethics Policy
 
                Scott Logistics Corp is committed to the highest standards of ethical business conduct. This policy and the company’s Vision, Mission, and Company Values statements outline the standards by which all company employees are expected to conduct themselves. Adhering to these standards and achieving our corporate goals will ensure the long-term success of the company.
 
                We are proud of our reputation for maintaining the highest standards of ethical business conduct. Our reputation has been built by our ability to attract and train talented, dedicated staff, by the integrity with which we perform our work, and by our steadfast adherence to the Vision, Mission, and Company Values statements.
 
                All of us are responsible for protecting and maintaining the unique reputation of our company. Toward that end, this policy is designed to help clarify the ethical and legal standards to which we adhere in performing our work. This policy applies to all employees and agents of the company, including its corporate staff, officers, and all operating units.
 
                Even though the business environment in which we operate is more competitive now than ever, it is essential that we all perform our jobs and help our company compete in an ethical and lawful manner – one that is consistent with the exceptional reputation that we enjoy. Our continued success depends on each individual’s commitment to our values and adherence to this policy. No success is worth the cost of compromising our ethical behavior and standards. With this in mind, all employees should be familiar with this policy, which also includes rules governing the use of the company’s assets and guidelines for involvement by employees in other business ventures. 
 
                No written policy can cover every ethical or legal issue that we may face. A good foundation for ethical behavior consists of good conscience, common sense, good judgment, and compliance with governmental laws and regulations. This policy will help employees understand some of the basic principles within which we must all operate. Should a situation arise that is not covered in this policy or if an employee is unsure of how to handle a situation, he or she should seek guidance from the Ethics and Compliance Officer.
 
Standard of Conduct
               
                All company employees are expected to act ethically, in a manner consistent with the tenets of the Vision, Mission, and Company Values statements, in conformity with this and other policies of the company, all applicable laws, and in the best interest of the company. No employee should weaken the company’s interest to strengthen his or her own, nor should an employee use his or her position at the company to unfair personal advantage.
 
                No employee, regardless of his or her level of authority, has authority to act inconsistently with this policy, or to direct or authorize others to do so. Furthermore, conduct that is not permitted under this policy may not be achieved by a non-employee acting on behalf of an employee. The consequences of any departure from this policy can be very serious. In addition, the company will cooperate with all government investigations of possible unlawful conduct. If any criminal violation occurs, the company is committed to stopping such criminal conduct and preventing such conduct for recurring.
 
Confidential Information
 
                In the course of daily work, employees may obtain confidential information with respect to the company or its customers. Confidential information includes, but is not limited to, all non-public information that could reasonably be expected to be of use to competitors, or harmful to the company or customer, if disclosed. Employees shall not use or disclose to any person, firm, or entity and proprietary, confidential, or trade secret information of the company or its customers without the company’s express prior written consent. Employees shall immediately deliver to the company all materials that contain such information and all copies thereof when the company requests them, and immediately upon termination or employment. This includes both company materials and personal materials that contain company information. Protecting this information is essential to the successful conduct of the company’s business and is the responsibility of every employee during and subsequent to his or her employment period, except when such disclosure is authorized or legally mandated.
 
Conflict of Interest
 
                A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, in any material way with the interest of the company as a whole. A conflict situation can arise when an employee takes actions or has interests that may make it difficult for him or her to perform his or her company work objectively and effectively. Conflicts of interest also arise when an employee, or his or her near relative, receives improper personal benefits as a result of his or her position in the company. Employees have a duty to avoid situations in which a conflict of interest may arise, as well as to avoid the appearance of a conflict between their personal interest and that of the company. Additionally, the Company strongly discourages personal (i.e. non-business related) interaction between our employees and individuals employed by our customers and suppliers. Our employees are expected to maintain a consistent level of professional behavior at all times when dealing with the employees of our customers and suppliers.
                The term “near relative” of any person means such person’s spouse or domestic partner, parents, brothers, sisters, children, nieces and nephews and the spouses or domestic partners of brothers, sisters, and children.
 
                An employee who believes that he or she may be involved in an actual or potential conflict situation should contact the Ethics and Compliance Officer.
 
                The following are examples of activities that may result in a conflict of interest and company guidelines with regard to those activities. This list of examples is not all-inclusive.
 
A.    Outside Employment
1.      May not take place during the employee’s normal working hours;
2.      May not require usage of company equipment or company personnel while they are on company time;
3.      May not inappropriately trade on the name or reputation of the company.
 
Outside employment will be permitted as long as
a.       It does not encroach on the time, energy, or attention that should be devoted to the employee’s work for the company; and
b.      As long as it is neither competitive nor involves a circumstance which could create a conflict of interest.
B.     Relationship with a Supplier or Vendor – An employee’s retention of a company owned by his or her near relative to provide goods or services to an operating unit of the company is prohibited without prior disclosure and approval by the Ethics and Compliance Officer of the company.
C.     Outside Investments – Employees may not have a direct or indirect financial interest in a business enterprise that supplies, purchases from, competes with or has other business relations with the company unless otherwise approved by the Ethics and Compliance Officer of the company. This does not apply to investments in a publicly held company representing less than 1% of its outstanding stock or in diversified mutual funds. The company does not intend to interfere with independent decision-making by members of it employees’ families; however, any attempt to evade this policy by trading or holding securities in the names of family members or others will be treated as a breach of this policy.
D.    Corporate Opportunities – Employees should avoid taking for themselves opportunities that are discovered through their employment or the use of corporate property, information, or position without the prior written approval of the Ethics and Compliance Officer, which approval may be based on review of all relevant facts and circumstances, including whether the company has previously declined to pursue such proposed corporate opportunity for its own benefit.
E.     Gifts and Business Courtesies – Gifts and business courtesies should never be accepted by employees from anyone with whom the company does business. Although the purpose of business courtesies or gifts in a commercial setting is to create good will and promote sound working business relationships, these actions are likely to be perceived as influencing the recipient as an employee. Likewise, it is important to observe the policies of any company with which the company does business. All such exchanges including, but not limited to meals, gifts, entertainment, transportation, lodging, or any other act that could be construed as a business courtesy or gift should be conducted to or from the corporate level of Scott Logistics Corp.
F.      Fair Dealing – Each employee should endeavor to deal fairly with the company’s customers, suppliers, and competitors. Employees should avoid taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair practice.
 
Financial Integrity
 
                Dishonest or fraudulent activity is a violation of this policy and of the law. The company requires honest and accurate reporting of information in order to make responsible business decisions and safeguard the company’s assets. One should be mindful, however, that business records and communication often become public, and employees should avoid inappropriate characterization of people and companies. This applies equally to e-mail, internal memos, and formal reports.
 
                The company’s financial books and records must properly document all assets and liabilities, accurately reflect all transactions of the company, and be retained in accordance with the company’s records retention practices and all applicable laws and regulations. Employees and freight agents should adhere to the following guidelines regarding financial integrity and accurate record keeping:
·         No false entries shall be made on the books or records of the company or its subsidiaries for any reason, and no undisclosed or unrecorded fund or asset of the company shall be maintained or established for any purpose.
·         No payment of behalf of the company shall be made or approved with the understanding that it will be used, or might be used, for something other than the stated purpose, and no documents shall be altered or signed by persons who lack proper authority.
·         No action shall be taken, directly or indirectly, in influence, coerce, manipulate, or mislead any independent public or certified public accountant engaged in the performance of an audit or review of the financial statements of the company.
 
Loans
 
                An employee may not borrow from individuals or enterprises with which the company does or may do business, except if such enterprise is a bank or an established financial institution. No employee shall request a co-worker, supervisor, or subordinate to facilitate an extension of credit to the employee by cosigning, guaranteeing, or providing collateral for any such extension of credit. It is also not an acceptable business practice to seek a personal monetary loan from a co-worker, supervisor, subordinate, or the company.
 
Use of Company Assets
 
                Employees should endeavor to protect the company’s assets and ensure their efficient use. All company assets should be used for legitimate business purposes and not for personal gain. The use of company funds or assets for any unlawful or unethical purpose in prohibited. No employee or freight agent may use company assets, services, equipment, or supplies including company stationery, business cards, forms, or other materials for their own personal use without prior approval from management.
  
Improper Payments
 
                Employees should avoid the use of company or personal funds for payments to any individual, company, or organization made in order to obtain favorable treatment in securing business or special consideration. Employees and freight agents receipt of any bribes, kickbacks or similar payments of any sort, to or from anyone with whom the company does business or may potentially do business is strictly prohibited.
 
 Political Contributions and Activities
 
                No employee may make any political contribution of any kind in the name of the company or by utilizing company funds, assets, services, or facilities. Any employee is free to make personal political contributions or engage in personal political activities so long as such contributions or activities do not infringe upon the employee’s duties for the company, are not inconsistent with this policy, and the employee does not trade upon the name of the company.
 
 Records Retention
 
                Materials relevant to pending or threatened litigation, subpoenas, and governmental investigations are to be retained until the action or inquiry is concluded. This policy applies to documents and other relevant materials in every form, including e-mails and versions of documents maintained electronically. No materials relevant to such an action or inquiry shall be destroyed, including through ordinary document retention procedures and automated electronic deletion programs. The Office Manager shall have primary responsibility for the identification and preservation of responsive materials, but all employees have an independent obligation to assure that this policy is observed.
 
Responsibilities for Compliance to this Policy
 
                It is the responsibility of company employees to:
·         Become familiar with and understand the policy;
·         Seek further explanation and advice concerning the interpretation and requirements of the policy as well as any situation that appears to be in conflict with it;
·         Comply with this policy;
·         Comply with all laws and regulations that impact their jobs;
·         Not assist others who are attempting to violate any law, regulation, or company policy; and
·         Report known or suspected violations of the law or this policy.
 
It is the responsibility of management to:
·         Ensure that employees understand and abide by this policy;
·         Set an example of exemplary ethical conduct;
·         Establish adequate procedures for the early recognition of any situation that might violate this policy;
·         Deal effectively with business ethics concerns that arise;
·         Bring the matter to the attention of the Ethics and Compliance Officer to ensure compliance with this policy.
 
Reporting of Violations
 
                Any employee who becomes aware of any conduct that he or she believes to be prohibited by this policy or a violation of law, or receives a complaint to such effect from another employee, is expected to promptly report the facts forming the basis of that belief or knowledge to the Ethics and Compliance Officer.
 
                The company will treat each report seriously and any individual who reports or participates in an investigation of a report of a violation of this policy or law is covered by the Anti-Retaliation Policy; however, knowingly submitting a false complaint will subject that employee to discipline up to and including termination.
 
Investigation of Reports
 
                Upon receiving a complaint, the company will promptly conduct a thorough investigation. It is the obligation of all employees to cooperate in such investigations. Those responsible for the investigation will maintain the confidentiality of the allegations of the complaint and identity of the persons involved, subject to the need to conduct a full and impartial investigation, remedy any violations of the company’s policies, or monitor compliance with or administer the company policy.
 
                The investigation generally will include, but will not be limited to, discussion with the complaining employee (unless the complaint was submitted on an anonymous basis), the party against whom allegations have been made, and witnesses, if appropriate. The company prohibits retaliation against any employee who makes a complaint under this policy or participates in the company’s investigation.
 
                In the event that an investigation establishes that an employee has engaged in conduct or actions constituting a violation of this policy, the company will take immediate and appropriate disciplinary action, up to and including termination of that employee’s employment. Disciplinary action, up to an including termination, will also be taken against a supervisor who endorses, fails to prevent or report a violation of this policy or the law, or who retaliates, or condones retaliation by others against an employee who reports such a violation.
 
TRANSPORTATION INTERMEDIARIES ASSOCIATION CODE OF ETHICS
                Additionally, the Transportation Intermediaries Association Code of Ethics is attached as an Addendum and supplements the Company’s Business Conduct and Ethics Policy. Scott Logistics is a member in good standing of this trade association. Each employee is expected to read, become familiar with and abide with this trade association’s required Code of Ethics.
 
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