Code of Conduct - Introduction

The Board of Directors of Granite Global Solutions has introduced a company-wide Code of Conduct to ensure the company and all its divisions are operating to the highest standards of ethics, transparency and proper conduct.

The company has provided a “Whistleblowing” Program to enable internal or external stakeholders to express concerns regarding any breach or violation, or suspected breach or violation, of law, ethics, the Company’s Code of Conduct or other Company policies.

1. Granite Global Solutions has retained the ethics reporting service called “ConfidenceLine”. By accessing (www.graniteglobalsolutions.confidenceline.net) an anonymous online report can be created and submitted electronically, directly to the General Counsel and the Chair of the Board’s Audit Committee. Although ConfidenceLine services are supplied by a division of Granite Global Solutions, no employee of the organization has access to any reports or data. Reports cannot be traced and the information provided is treated confidentially, within the bounds of the law. Individuals using ConfidenceLine can log back on to the site to see progress of actions that resulted from their report, while remaining anonymous.

2. Call the Granite Global Solutions General Counsel on a toll free line 1-855-789-2445. Make an anonymous report or leave a voice mail. All calls will be recorded for accuracy and therefore total anonymity cannot be guaranteed.

3. A report may also be sent by mail (or other means of delivery) to the General Counsel or the Audit Committee Chair, Granite Global Solutions, 133 King Street East, Toronto, ON M5C 1G6, Canada. Envelopes should be marked "Private and Strictly Confidential – Attention: General Counsel” or “Private and Strictly Confidential – Attention: Audit Committee Chair”, as applicable. Envelopes so marked will be forwarded unopened to the General Counsel or Audit Committee Chair, as the case may be. Anonymity is guaranteed.



Code of Conduct

The Board of Directors of Granite Global Solutions Holdings Inc. (the “Board”) has, on behalf of Granite Global Solutions Holdings Inc. and all of its subsidiary businesses (collectively, the “Company”), adopted this Code of Conduct (the “Code”) to guide its directors, officers and employees (collectively, the “Employees” and each an “Employee”) in recognizing and addressing ethical issues and in ensuring that their activities are consistent with relevant legal and regulatory requirements as well as the Company’s corporate values.

The Code contains guiding principles, as no written code or policy could anticipate every situation that may arise. Employees with questions about the Code’s application to particular circumstances are encouraged to discuss the issue with their supervisor or manager, their HR representative, the Company’s General Counsel and/or the Chair of the Company’s Audit Committee.

1. Compliance with Laws and Company Policies


Employees shall comply with all applicable laws, rules and regulations of the countries and jurisdictions in which the Company operates and with all Company policies. Employees shall monitor legal and ethical compliance of other Employees and shall report any non-compliance to the Company.

2. Conflicts of Interest


Employees shall avoid any conflict of interest with the Company. A “conflict of interest” exists when an Employee’s personal or professional interest is adverse to, or may appear to be adverse to, the interests of the Company. A conflict of interest may also arise when an Employee, or a member of the Employee’s family, or an organization with which the Employee is affiliated, receives improper or undue benefits as a result of the Employee’s position with the Company. Any situation that involves or may involve a conflict of interest should be promptly disclosed to your supervisor or HR representative, or by contacting “ConfidenceLine” (See section 14 below). If you are unsure about whether a conflict of interest exists, you should contact your supervisor or HR representative. In some circumstances, the Company may permit a transaction to occur which would otherwise appear to be a conflict of interest - such as, for example, entering into a lease for property owned by an Employee or hiring an Employee’s relative - provided the conflict of interest is fully disclosed to the President of the Company and, where appropriate, steps are taken to mitigate the conflict of interest. Failing to disclose a conflict of interest may be grounds for termination for cause.

3. Corporate Opportunities


Employees owe a fiduciary duty to the Company to advance the Company’s interests. Employees may not take for themselves personally, or for other organizations with which they are affiliated, opportunities discovered through the course of their employment or conduct of duties for the Company. No Employee may compete with the Company or use Company property, information or assets for improper personal gain.

4. Competition and Fair Dealing


Employees shall deal fairly with the Company’s customers, suppliers and competitors. Employees shall not take unfair business advantage of anyone through manipulation, illegal concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing (including but not limited to price fixing, bid rigging, market fixing or similar illegal activities).


5. Gifts, Entertainment and Bribery


The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. Employees, and members of their immediate families, may not accept gifts from outside persons or entities when the gifts are made in order to influence the Employee’s actions or decisions, or where acceptance of the gifts could create the appearance of impropriety.

6. Political Contributions


The Company prohibits political contributions (directly or through trade associations) by the Company or any of its business divisions. The Company shall not contribute funds, assets or services, or encourage employees to make contributions, to any political party, candidate or movement.

7. Discrimination and Harassment


The Company is committed to providing equal opportunity in all respects of employment and will not tolerate illegal discrimination or harassment. Violence, bullying, harassment and threatening behavior are not permitted. If you are the victim of harassment or if you witness any harassment taking place, you are expected to report this to your supervisor or HR representative or by contacting ConfidenceLine. For more information on this topic, see the Employee handbook.

8. Health and Safety


The Company strives to provide a safe and healthy work environment. Employees shall maintain a safe and healthy workplace by following environmental, safety and health rules and regulations, and by promptly reporting accidents, injuries and unsafe equipment, practices or conditions. Employees shall perform their duties in a safe manner, free of the influence of alcohol, illegal drugs or controlled substances. The use of illegal drugs in the workplace will not be tolerated.

9. Environmental


Employees shall follow all applicable environmental laws and regulations.

10. Confidentiality


Employees shall maintain the confidentiality of information entrusted to them by the Company and its customers, and any other information that comes to them about the Company, except when disclosure is authorized by the Company or required by law. Confidential information includes all non-public information that might be of use to competitors or harmful to the Company if disclosed.


11. Proper Use of Company Assets


Employees shall not use Company time, employees, supplies, equipment, buildings or other assets for personal benefit, unless the use is approved in advance by the Chair of the Audit Committee.

12. Computers and Social Media


Employees shall not use Company computers, laptops, telephones or email accounts for any purpose that is inconsistent with the best interests of the Company. The Company owns all data stored on, or transmitted to or from, any Company computer or email account and has the right to examine any such communications or data at any time. An Employee’s conduct on social media sites or outlets will be deemed to be conduct of the Employee in public and may give rise to grounds for termination for cause or other disciplinary action.

13. Money Laundering and Terrorist Financing


Money laundering is the process used to disguise the source of money or assets derived from criminal activity, such as drug trafficking, smuggling, fraud, extortion and corruption. Money laundering facilitates organized crime and the funding of terrorist activities. While the techniques for laundering funds vary considerably and are often highly intricate, there are generally three stages in the process: (i) placing the proceeds of crime in the financial system, (ii) converting the proceeds of crime into another form and creating complex layers of financial transactions to disguise the audit trail and the source and ownership of funds (e.g., the buying and selling of stocks, commodities or property), and (iii) integrating or placing the laundered proceeds back in the economy under a veil of legitimacy. “Suspicious transactions” are financial transactions that one has reasonable grounds to suspect are related to the commission or attempted commission of a money laundering offence or terrorist activity financing offence. “Reasonable grounds to suspect” is determined by what is reasonable in one’s circumstances, including normal business practices and systems within the industry.

Any Employee suspecting money laundering or noticing what may be a suspicious transaction, by a customer or client of the Company or otherwise, shall report the incident to the Company’s General Counsel or to ConfidenceLine. Upon receipt of such report, the General Counsel will investigate the incident and, if required, will report the incident to the appropriate authorities.

14. Bribery and Corruption


Corruption takes many forms, including overt, veiled and covert payments to government officials or others in positions of power in the form of gifts, special taxes or facilitation payments, overt or veiled forms of extortion, or receiving special benefits or advantages. Corruption, with or without corporate knowledge, may take place in procurement processes and involve vendors, partners or intermediaries. It can relate to the acquisition of licenses, concessions or permits, and take the form of gifts, political contributions, charitable contributions or payments. Corrupt acts may be direct or indirect. Bribery is the most common corrupt practice. In its simplest form, bribery can be defined as the offering, promising, giving, accepting or soliciting of an advantage as an inducement for an action which is illegal or a breach of trust.

The Company has a zero tolerance approach to corruption. Employees who become aware of any violation of this policy must contact their supervisor, manager, HR Representative, the Company’s General Counsel or ConfidenceLine to report the violation. Relevant business units, including those operating in other countries, shall have a comprehensive approach and procedure to mitigate the potential for violation of this Code. Boycotts and trading sanctions imposed on foreign governments or regions by the Canadian government or by the United Nations will be respected by the Company and all of its divisions.

15. Reporting of Illegal or Unethical Behavior – ConfidenceLine


Employees have a duty to report any violation of law, rule or regulation, or any breach of this Code or any Company policy, by any other Employee or by the Company or any of its divisions, to their supervisor, manager or HR representative, the Company’s General Counsel, or through the “Whistleblowing” program, ConfidenceLine. The Company will not permit retaliation against an Employee for a report made in good faith, even if that report turns out to be unfounded.

ConfidenceLine enables Employees and others to report any violation of law, ethics, Code or policy by any other Employee or by the Company or its divisions. Employees may use one of three methods to report suspected violations:

• an anonymous internet reporting site at www.graniteglobalsolutions.confidenceline.net
• a confidential toll-free telephone number directly to the General Counsel at 1-855-789-2445
• writing to the General Counsel or the Chair of the Audit Committee at Granite Global Solutions, 133 King Street East, 3rd floor, Toronto, ON, M5C 1G6.

All reports will be received by the General Counsel and the Chair of the Audit Committee for review and action.

16. Violations of the Code


The Company will investigate any reported violation of this Code. Any violation of this Code or of any Company policy may result in termination of employment for cause, as well as potential civil and/or criminal liabilities, if applicable.

17. Review and Acknowledgement


This Code has been reviewed and authorized by the Board. The Board shall periodically review and reassess the adequacy of the Code and make any amendments that it deems appropriate. All Board members and Employees are provided with a copy of the Code and are deemed to have read the Code and, by their continuing to work for the Company, to have agreed to the terms of the Code. The Code is maintained on the www.graniteglobalsolutions.com website in the “Employee” section.

March 29, 2013