Company

Code of Ethics

Ability with Innovation (AWI) has built our reputation on doing what we say, honoring our commitments and delivering results for our customers. Integrity is the fundamental principal that guides our actions. AWI’s Code of Ethics applies everyone at AWI, including AWI’s leadership team, our employees and anyone operating on AWI’s behalf.

The code of ethics addresses a host of legal and ethical issues, however there may be cases when one is faced with an issue or a decision that is not covered in AWI’s code of ethics. Therefore, in such instances, you have access to and are directed to AWI’s ethics hotline and /or AWI’s law department.

AWI hereby adopts the following Code of Ethics with respect to all commercial transactions, whether local or international:

LOCAL AND FOREIGN LAWS: Neither AWI, nor anyone acting on behalf of AWI, may, directly or indirectly, break or seek to evade the laws or regulations of any country in, through, or with which AWI seeks to do business. That an illegal act is a “customary business practice” in any country is not sufficient justification for violation of this provision.

BRIBERY AND FACILITATING PAYMENTS: Neither AWI, nor anyone acting on behalf of AWI, may, directly or indirectly, offer or provide a bribe, and all demands for bribes must be expressly rejected.

Bribery includes any offer, promise, or gift of any pecuniary or other advantage, whether directly or through intermediaries, to a public official, political party, political candidate or party official or any private sector employee, in order that the official or employee act or refrain from acting in relation to the performance of their duties, in order to obtain or retain business or other business advantage.

Neither AWI, nor anyone acting on behalf of AWI, shall offer or make facilitating payments to government officials in order to encourage them to expedite a routine governmental task that they are otherwise required to undertake. AWI, or anyone acting on behalf of AWI, shall have discretion to deviate from this prohibition if he/she believes that there is an immediate threat to his/her or another’s health or safety. The circumstances of such payment must be reported as soon as possible after the event and the payment properly recorded. AWI recognizes that extortion is widespread and that participation by the business community increases demand for facilitating payments.

KICK-BACKS: Neither AWI, nor anyone acting on behalf of AWI, may offer or accept a “kick-back” of any portion of a contract payment to employees of other parties to a contract or use other vehicles such as subcontracts, purchase orders or consulting agreements to channel payments to government officials, political candidates, employees of other parties to a contract, their relatives or business associates.

A “kickback” is a particular form of bribe which takes place when a person entrusted by an employer or public function has some responsibility for the granting of a benefit and does so in a way that secures a return (kickback) of some of the value of that transaction or benefit for that person without the knowledge or authorization of the employer or public body to which the person is accountable.

CONFLICTS OF INTEREST: AWI, and anyone acting on behalf of AWI, shall avoid any relationship or activity that might impair, or appear to impair, the ability to render objective and appropriate business decisions in the performance of our jobs.

POLITICAL CONTRIBUTIONS: Neither AWI, nor anyone acting on behalf of AWI, may make a political contribution in order to obtain an unlawful business advantage. AWI shall comply with all public disclosure requirements.

PHILANTHROPIC CONTRIBUTIONS: AWI, and anyone acting on behalf of AWI, may make contributions only for bona fide charitable purposes and only where permitted by the laws of the country in which the contribution is made. Contributions made in order to obtain an unlawful business advantage are prohibited.

GIFTS, HOSPITALITY AND ENTERTAINMENT: AWI, and anyone acting on behalf of AWI, shall avoid the offer or receipt of gifts, meals, entertainment, hospitality or payment of expenses whenever these could materially affect the outcome of business transactions, are not reasonable and bona fide expenditures, or are in violation of the laws of the country of the recipient.

REPORTING REQUIREMENT: All officers and employees of AWI and anyone acting on behalf of AWI shall promptly report any actual or potential violation of this Code of Ethics, including any instance in which he/she is subjected to any form of extortion or is asked to participate in any way in a bribery scheme, to AWI senior corporate management, without fear that his/her business relationship or employment will be adversely affected. Reports shall be treated confidentially to the extent possible, consistent with the need to Ethics a thorough investigation. Any of the following methods may be utilized to report potential violations.

AWI Ethics Hotline and Reporting system at www.awi.ethicspoint.com which is available 24 hours a day, 7 days a week. Questions or concerns will be addressed by the company confidentially and discretely. You may remain anonymous and translators are available.

The Ethics Hotline for Iraq is 971-371-7768. For all other countries, the toll-free telephone number can be found at www.awi.ethicspoint.com.

COMPANY RESPONSE: No employee will suffer demotion, penalty or other adverse consequences for not paying bribes even if AWI may lose business as a result of the employee’s refusal to do so. Employees are required to report alleged violations of this Code of Ethics to senior management and no employee will suffer demotion, penalty or adverse consequences for reporting.

AWI shall, where appropriate, sanction employees, suppliers or other business partners for violations of this Code of Ethics.

ACCOUNTS: AWI shall maintain complete and accurate financial records, ensuring that all transactions are properly, accurately and fairly recorded in a single set of books.

COMMUNICATIONS AND TRAINING: AWI agrees to participate in anti-corruption training provided by TRACE, NAVEX Global or by a comparable organization, and to make annual training available for all principals and for all key employees involved in sales, marketing, and procurement.