Business Ethics Compliance Policy

General

In general, CNG expects all Covered Persons1 to conduct CNG’s business consistent with the highest legal and ethical standards and in compliance with applicable U.S. and foreign laws, rules and regulations. CNG does business in a number of jurisdictions, each with its own laws, rules, regulations, customs and social requirements. CNG’s policy is to at a minimum abide by the national and local laws of nations and communities in which business of CNG is conducted.

In addition, as a general matter Covered Persons may not engage in conduct prohibited hereunder indirectly. As an example, if sales into a particular country or to a particular person are prohibited, CNG may not arrange a sale to an intermediary so that the intermediary can sell into such country or to such person.

More specifically, CNG expects all of its business to be conducted in accordance with the following:

  1. Anti-Bribery and Anti-Corruption
    The payment of any bribe (or transfer of anything of value) to any government official or the employment of a family member of any such official, or the payment of any bribe to any entity (whether or not a government entity) or any employee or agent of any entity, in order to influence a decision or to obtain a business advantage are all strictly prohibited.
  2. No Excessive Gifts
    In certain regions, a standard for gifts of nominal value for which prior approval is not required has been established by the applicable regional office. Normally acceptable personal celebratory gifts such as birthday presents which are not excessive, and other modest gifts may also be permitted, again subject to the policy established by the applicable regional office and in all cases only if such gift is not made for the purpose of influencing a decision or securing any business advantage.
  3. Money Transfers
    No assistance may be offered or given to any person to move money except to pay for goods and services in the ordinary course of business. Among other things, this means that except in exceptional circumstances and approved in writing by CNG’s general counsel’s office there can be:
    • No payment to any third party on behalf of any customer or supplier
    • No deposit of funds on behalf of any person into any account not registered in the official name of that person or at any bank which is not located in a country in which such person operates
    All money transfers shall be properly, correctly and transparently reflected on CNG’s books and records.
  4. No Boycotts
    No person may participate in any boycott of any country including, in particular, Israel, which is the subject of specific U.S. anti-boycott laws. In the case of Israel, a boycott would include, among other things, an agreement not to supply Israeli origin goods, any agreement not to supply goods to any person in Israel and any agreement not to use any Israeli flag ocean vessel or common carrier. Since under U.S. law any request to participate in any such boycott must be reported as soon as it is received immediately report any such request to CNG’s General Counsel.
  5. Antitrust Policy
    In many of the countries where CNG does business, strict laws are in force – similar to antitrust laws in the United States and competition laws in the European Union – prohibiting collusive or unfair business behavior that restricts free competition. CNG is not permitted to implicitly or explicitly agree with competitors to fix prices, terms of sale or production output in violation of law or to engage in such discussions whether or not there is agreement. Legal issues can also arise from discrimination between customers and refusal to deal with customers or competitors.
  6. Confidentiality; Privacy and Data Protection
    CNG’s confidential information is one of its most important assets. All Covered Persons are required to protect, and not disclose, CNG’s confidential information, confidential information of CNG’s customers, suppliers and business partners entrusted to CNG and confidential information concerning any Covered Person. All Covered Persons must also comply with the provisions of any confidentiality or non-disclosure agreement to which CNG is a party of which such Covered Person is made aware.In addition, CNG is subject to various privacy laws in the jurisdictions in which it transacts business. The definition of Personal Data can vary widely but typically includes any information that relates to or can be used to identify an individual (such as name, address, email address, phone number). CNG and all Covered Persons must comply with all applicable data protection laws and keep personal data secure.These obligations continue even after a Covered Person retires or leaves CNG.
  7. Conflicts of Interest
    CNG policy prohibits conflicts of interest. A conflict of interest occurs when an individual’s personal interest interferes in any way—or even appears to interfere—with the interests of CNG as a whole. A conflict situation can arise when a Covered Person or a member of such Covered Person’s family engages in activities in competition with CNG or otherwise has interests that may make it difficult to perform CNG work objectively or effectively. Conflicts of interest also arise when a Covered Person, or a member of such Covered Person’s family, receives improper personal benefits (such as a gift with greater than nominal value) as a result of a position with CNG. Covered Persons should avoid all apparent, potential, and actual conflicts of interest.
  8. No Trading With Certain Countries or Persons
    Under U.S. laws, and CNG policy, there can be no trading with any person or entity located in certain countries as set forth in CNG’s policy memo regarding Economic Sanctions Regulations. In addition, under US law transactions with certain persons are prohibited, whether because they have been classified as “Specially Designated Nationals” by the US Treasury Department or otherwise. This would include selling any product into (or through) any prohibited country or to (or through) any prohibited person knowing (or when it should be reasonably known) that such product, whether in its original form or incorporated into another product, could end up being shipped to or through a prohibited country or a prohibited person. Prior to transacting with any new trading partner it should be cleared by the Legal Department against the databases listing persons or entities with whom it is prohibited to deal.
  9. Sustainability and Environmental Concerns
    CNG is committed to preserving and protecting the environment and supports efforts to promote the sustainability of all natural resources. CNG strives to reduce the environmental footprint of its own activities and supports the use of recognized third-party certifications. CNG works with its suppliers in an effort to ensure that nothing CNG sells has been illegally harvested or illegally exported from any country and is committed to expanding third-party certification throughout its supply chain. CNG will not sell products known to contain conflict minerals. CNG partners with suppliers who act responsibly and in accordance with CNG’s Supplier Code of Conduct.
  10. Human Rights and Labor Practices
    CNG values diversity and respects the human rights of all people. As set forth in more detail in CNG’s Modern Slavery Statement, CNG will not engage in any form of child labor or the exploitation of children, or in any form of involuntary, forced, bonded or compulsory labor, or human trafficking, in any of its global operations and facilities. CNG has a zero tolerance policy against child labor, forced labor, modern slavery and human trafficking within its operations globally and expects all employees to identify and support eradication of such practices across CNG’s supply chain. CNG is an equal opportunity employer and does not tolerate discrimination of any kind in its hiring or employment practices. CNG respects and complies with all relevant national laws regarding freedom of association and the effective right to collective bargaining, including the right to join or form a workers’ organization, or to refrain from doing so, and the right to engage in lawful activities related to forming, joining, or assisting a worker’s organization or to refrain from doing the same. CNG protects the rights of its employees around the world and is committed to maintaining a safe and respectful workplace for all its employees.

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As stated above, CNG expects that its business will be conducted with the highest legal and ethical standards and in compliance with applicable laws and regulations. Accordingly, all employees are encouraged to seek advice and explanation relating to the guidelines set forth above and are also encouraged to report to CNG’s senior management and legal counsel any concerns with respect to potential violations of any such guidelines. Under no circumstances will retaliation be permitted for seeking such advice or reporting such violations. You may seek guidance or report a concern by contacting CNG’s general counsel at hherman@cng-inc.com or by contacting CNG’s third party Confidential Reporting Hot Line as posted in your location. Under no circumstances will retaliation be permitted for seeking guidance or reporting a concern.

From time to time CNG may adopt compliance procedures with respect to its businesses, and may require Covered Persons to participate in training or other educational programs with respect to compliance with the Business Ethics Compliance Policy and CNG’s compliance procedures.

The guidelines set forth above are intended to govern all of CNG’s business and CNG expects that its officers, employees and agents will conduct all business in compliance therewith. In addition to the legal ramifications of any failure to comply, CNG reserves the right to take whatever disciplinary measures it determines to be appropriate in a particular situation, including termination and disclosure of an employee’s wrong-doing to government authorities and, as appropriate, requiring the return of any bonus compensation for the relevant period.

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1 “Covered Persons” refers to all officers, employees and agents of CNG and each of CNG’s affiliates and subsidiaries. References to CNG in this Business Ethics Compliance Policy include all of CNG’s affiliates and subsidiaries and their officers, directors, employees and agents, whether or not so specified.

Revised 3/21/2024