Supplier Code of Conduct

Overview

Introduction
OCM Business Systems Ltd ("OCM", "we" or "us") provide mission critical services that protect and manage valuable data, information and assets on behalf of our customers. Our stakeholders expect the highest standards of integrity and social responsibility from us, and we in tum expect all our Suppliers to make a similar commitment and to operate to those same standards. This Supplier Code of Conduct ("Code") describes our expectations as to how our suppliers conduct their businesses and reiterates the importance of our values, standards and principles.

Your commitment to this Code is a pre-requisite to working with OCM. We value our business relationship with you, and we thank you for your support in helping us to meet our responsible business goals.

Jennine Gilbert Woods
Jennine Gilbert-Woods
Director

Applicability
This Code applies to any organisation that (i) supplies goods or services to OCM, (ii) contracts with OCM for the purposes of serving OCM customers, or (iii) has entered into a business relationship with OCM to strengthen OCM's position in the marketplace, including sales agents and resellers ("Supplier").

Purpose
Our expectation is that Suppliers support our commitment to doing not only what is good for business, but also what is good for our people, and the communities in which they live and work.

This Code outlines our expectations of Suppliers. A Supplier's contract with OCM may contain provisions addressing some of these same issues. Suppliers may also be required to comply with additional or more detailed policies forming part of your contract. Nothing in this Code is meant to supersede more stringent
provisions in any particular contract or which are imposed by law/regulation.

Suppliers are expected to be aware of, understand and build processes to comply with applicable laws in jurisdictions where they operate or conduct business. Where the provisions of law and this Code address
the same subject, to the extent legally permitted, Suppliers should apply the provision which furthers the intent of this Code to the greater degree.

Every Supplier is expected to meet these standards in connection with the operations of its business. Suppliers should establish and enforce policies and/or procedures which comply and align with the expectations of this Code. Suppliers are also expected to apply comparable standards in their own supply chains.

Any breach of this Code is taken seriously and should be reported upon discovery by the Supplier in accordance with the "Reporting suspected violations" section below. Any violation of this Code may result in follow-up action including: OCM asking the Supplier to audit its own organisation or its supply chain and to report on its findings; OCM conducting a proportionate audit of the Supplier; OCM recommending or requiring corrective-action plans; or OCM removing a Supplier's preferred status. In some cases, the contract with the Supplier may be terminated. OCM has the right to modify this Code from time to time on notice, provided that any changes are in line with evolving good practice in the ethics, compliance, environmental or social responsibility space.

1. Your People

Health, Safety and Wellbeing
In addition to meeting minimum legal requirements for working conditions, Suppliers are expected to provide a safe, healthy and secure work environment for their employees and shall ensure that their business is conducted in a way that is safe for customers, contractors and members of the public. This
relates not only to the physical aspects of the work environment and taking necessary precautions to prevent accidents and injury (e.g. clean, well-lit and ventilated facilities, properly maintained equipment, access to appropriate personal protective equipment), but also to reducing psychological risk in the
workplace by ensuring responsibilities, competence and key documentation such as risk assessments and policies are in place.

Wages, working hours, and other conditions
Suppliers shall meet applicable standards regarding working conditions across its entire workforce including, without limitation, laws, regulations, and standards relating to the payment of the minimum legal wage or a wage that meets local industry standards, whichever is greater; overtime, working hours and the
observation of legally mandated break and rest periods; and the health and safety of the workers in the workplace. In addition, Suppliers shall carry out appropriate right to work checks on individuals before employing them in line with the relevant UK or local government guidance to prevent illegal working.

Human rights
Suppliers shall comply with all internationally recognised human rights and shall treat workers with dignity and respect and not subject them to demeaning conditions.

Harassment
Suppliers shall foster a culture and workplace that does not tolerate harassment, including sexual harassment, threats of harassment, or retaliation for reporting harassment.

Discrimination
Suppliers shall foster a culture that seeks to promote equal opportunity for all. Suppliers shall not tolerate discrimination on the basis of gender, race, religion, age, disability, gender identity, sexual orientation or any other categories protected by applicable law. Job candidates and employees are expected to be
evaluated based on their ability to perform the job.

Freedom of association and non-retaliation
Suppliers should nurture an environment where business standards are clearly understood and there are clear channels for individuals to communicate openly with management without threat of retaliation, intimidation, or harassment. Additionally, Suppliers should respect the legal rights of workers to freedom of
association and not hinder the rights of workers to legally organise and join associations.

Slavery, human tracking and forced labour
Suppliers shall not use forced or involuntary labour, human tracking nor demand work/service from an individual under threat or coercion and shall comply with the requirements of the Modem Slavery Act 2015. Work must be conducted based on freely agreed terms. Suppliers shall not withhold or destroy, conceal,
confiscate, or deny access by workers to workers' identity or immigration documents.

Child labour
Suppliers shall not exploit child labour and shall be committed to ILO conventions 138 and 182 so as not employ any workers under the age of 15, the applicable minimum legal working age or the age of completion of compulsory education, whichever is higher. Employment of workers should not interfere with
their compulsory education and should not, by the nature of the work or the circumstances in which it is carried out, be likely to harm their health, safety, or morals. A specific risk assessment for any young worker must be carried out to ensure their health and safety in the workplace.

 

2.  Your Business

Business integrity
Suppliers shall not engage in any illegal or unethical behaviour. Suppliers are expected to uphold standards of fair business practices. Moreover, Suppliers shall endeavour to maintain their own confidential whistleblowing process to enable employees and third parties to report incidents of unethical behaviour.

Corruption I bribery / financial crimes
Suppliers shall neither make, promise or offer bribes nor accept them, nor induce or permit any other party to make or receive bribes on its behalf nor cause other parties, including OCM, to violate any applicable anti-corruption or anti-bribery laws when working on behalf of or with such other parties including OCM.
Suppliers shall use reasonable practices to prevent bribery in all forms and shall support efforts to fight corruption. Suppliers shall not engage in or assist any third party with any money laundering, terrorist financing or other financial crime activities, including tax evasion or the facilitation of tax evasion.

Gifts, entertainment, and hospitality
Suppliers shall not offer, accept or solicit any gifts, entertainment, or hospitality where there is reason to believe, or a reasonable and informed third party would likely conclude, that there may be intent to improperly influence decisions or impair objectivity related to its business dealings.

Sanctions and Export Controls
Suppliers must conduct business in a manner that is compliant with export control, trade and financial sanctions laws, regulations and procedures applicable to their business operations ensuring compliance throughout their supply chain.

Unfair business practices
Suppliers shall comply with all applicable competition laws, including those relating to abuse of a dominant position, information sharing with competitors and price fixing.

Confidentiality / data protection
Suppliers shall abide by its obligations relating to the protection, collection, and proper handling of confidential and personal information. Suppliers shall comply with all applicable data protection laws (including the seven key principles of the UK GDPR) when processing personal data on behalf of OCM or its customers. Suppliers shall maintain in place appropriate organisational and technical measures to protect the integrity and confidentiality of information held on their sites and systems and ensure there is no unauthorised access to such information by third parties. Any sub-processing of OCM's or our customer's personal data requires our (and potentially our customer's) prior written consent and will be subject to appropriate privacy impact assessments. Suppliers must contact cyber@ocmbiz.com without undue delay if they become aware of an incident that has the potential to affect our/our customer's data or our data protection obligations.

Intellectual Property
Suppliers must respect OCM's intellectual property rights, including technology, designs, processes, know-how and trade secrets, copyright and trademarks. Suppliers are required to take all reasonable efforts and
necessary precautions to safeguard and protect the intellectual property rights of OCM. Any use of OCM's intellectual property (including trademarks) requires the prior written consent of OCM.

Business continuity and IT security
OCM expects its Suppliers to have robust and tested business continuity planning arrangements in place, including crisis management plans to ensure the continuity of or the quick and efficient resumption of service to OCM in the event of an unforeseen disruption to your operations (including as a result of a cyber
incident). We expect our Suppliers to have in place policies and/or procedures to identify any security anomalies and to ensure the ongoing protection of our information through appropriate cyber and information security controls.

Conflict of interest
Suppliers shall not allow bias, conflict of interest, or inappropriate influence of others to override its professional judgments and responsibilities. Suppliers shall voluntarily declare any such conflicts involving OCM personnel.

Prompt payment
OCM always endeavours to pay its Suppliers on time and within agreed timeframes which are typically between 30 and 60 days. Our standard supply contract for the supply of goods and services to OCM adheres to this and provides clear payment terms and a clear process to follow in the event of an invoice dispute. We encourage Suppliers to adopt equivalent principles of prompt payment and transparent terms with its own supply chain.

Subcontracting
Suppliers must declare to their OCM contact any subcontracting for materials, goods or services where subcontracting is permitted under the terms of the Supplier contract. The primary Supplier whose contract is with OCM shall remain liable for the acts and omissions of their subcontractors and must ensure that
they are made aware of and agree to adhere to the provisions of this Code.

3. Environment

Environmental responsibility
Suppliers shall have an effective environmental policy and shall ensure that their operations comply with all applicable environmental laws, including laws relating to climate change, waste disposal, emissions, discharges, conflict minerals and the handling of hazardous and toxic materials. Suppliers shall ensure that the goods they manufacture and the packaging materials they use will comply with all applicable environmental laws and that Suppliers shall at all times endeavour to minimise their impact on natural habitats and protect and encourage biodiversity.

Resource efficiency and waste minimisation
Suppliers shall seek to improve resource efficiency and reduce resource consumption including of raw materials, energy, water, and fuel. Suppliers are expected to make reasonable efforts to eliminate or reduce levels of generated waste (both solid and wastewater) and to increase landfill diversion, reuse, and
recycling. Suppliers are encouraged to develop and use environmentally friendly innovations and practices that reduce negative environmental impacts.

Pollution and emissions reduction
Suppliers shall take reasonable steps to minimise emissions of greenhouse gases and of toxic and hazardous pollutants. Suppliers are encouraged to track greenhouse gas emissions and to set science­ based (in line with the Paris Agreement) greenhouse gas reduction goals and to work with OCM for the accurate recording of Scope 3 emissions.

Reporting
Suppliers are encouraged to measure, manage and report on their carbon emissions on at least an annual basis. From time to time, OCM may request its Suppliers to provide information on their carbon emissions in order to enable OCM, in tum, to report on and track its performance against its own carbon emissions targets.

4. Certifying Compliance and Reporting violations

Certifying compliance
From time to time OCM may require Suppliers to confirm in writing that they continue to comply with this Code. Failure to submit that confirmation when requested may result in termination of the business relationship. OCM reserves the right to visit and audit its Suppliers periodically upon reasonable advance
notice during normal business hours.

5. Reporting suspected violations
To report questionable behaviour or a possible violation of this Code, you are encouraged to work with your primary OCM contact in resolving your concern.