Code of Ethics and Business Conduct Summary

For External Partners

 

A Message from the President and Chief Executive Officer

In every location around the world, we have posted our Mission Statement, Vision Statement and Values. These values shape our everyday lives. They are and will continue to be part of our conversations, actions, and dealings with each other.

There is no point in making good speeches and having good principles if we do not apply them.

This document, the ‘Code of Ethics and Business Conduct Summary: For External Partners’, outlines our main principles, expectations and rules of behaviour for us, our partners as well as in relation to the general public.

Fulfilling our ethical, social, and legal responsibilities as a company is a high priority for us. This includes following the applicable laws everywhere at all times, respecting ethical principles, and acting in a sustainable way. This is the only way to ensure that our customers, external partners, employees, and the general public consider us as a reliable, trusted partner. Each of us, working directly or indirectly at Ovivo, as employees, directors, consultants, contract workers, partners, or trainees, must fulfil these responsibilities.

This Code of Ethics and Business Conduct Summary: For External Partners is a reflection of our corporate culture and is a tool to reinforce our relationships with all.

(s) Marc Barbeau

Marc Barbeau
President and CEO

Guiding Principles

At Ovivo, we are passionate about water. Through our expertise and innovative mindset, we seek to provide sustainable and efficient water treatment solutions which helps our clients address their water challenges and become sustainable.

In order to continuously work towards this vision, Ovivo developed its policy statement in the area of business ethics, conflicts of interest, and other business conduct, to guide all employees, directors, consultants, contract workers or trainees, full time or part time, as well as suppliers (hereafter referred to collectively as “Partners”) in conducting the Company’s business, any business relationship with the Company and in their personal affairs to the extent that it relates to the Company’s business.

This Code applies to all of us, working directly or indirectly as Partners of Ovivo Inc., or any of its subsidiaries, affiliates or divisions (hereafter referred to collectively as “Ovivo” or the “Company”).

This Code represents Ovivo’s philosophy and spirit. It seeks to ensure that relationships between its Partners are based on respect and cooperation and therefore prohibits any form of discrimination, harassment, or violence against anyone.

Partners are expected to 1) be honest with the Company, 2) use good judgment, and 3) protect the Company’s confidential information.

Partners should comply with country and local laws and legislative measures in matters not addressed in this Code or where the laws and legislative measures are more rigorous or restrictive than those set forth in this Code.

1. TEAMWORK

We wish to create an environment of collaboration, where all Partners communicate freely between them and with all levels of management.

Equal Employment Opportunity
Ovivo is committed to providing equal opportunity to all qualified persons and to prohibit discrimination due to race, religion, color, national origin, language, sex, sexual orientation, age, or handicap. Ovivo fully believes in the principle of equity, and this philosophy is included in our principles.

In addition, there should be no segregation or discrimination due to race, religion, color, national origin, sex, sexual orientation, age, or handicap on any of the Company’s premises.

Harassment in the Workplace
Ovivo is committed to providing a working environment free from harassment and ensuring all Partners are treated, and treat others, with dignity and respect.

Harassment is defined as intimidation, threats, physical or verbal abuse of an individual, an aggressive attitude or other conduct in the form of hostile or unwelcome behaviour, language, or action detrimental to an individual’s dignity, psychological, or physical integrity. Such conduct may constitute harassment, whether or not the offender intended to violate the dignity or integrity of the other person.

Sexual harassment is defined as behaviour with a unilateral and unwelcome sexual connotation consisting of inappropriate pressure on an individual to obtain sexual favours or to ridicule his or her sexual characteristics with the effect of compromising his or her right to professional equality and dignity.

It is the responsibility of each of us to see that our business environment is free from all types of harassment.

2. INTEGRITY

Working with integrity means working honestly.

Conflicts of Interests
We trust that every one of us will make decisions objectively without being influenced by personal interests and relationships.

It is only fair and honest to disclose existing or potential conflicts of interest or appearances of conflicts of interest between you and Ovivo. A conflict of interest is a situation in which a person has a private or personal interest – family, friendships, financial, or social factors – sufficient to appear to influence, without actually influencing, the objective exercise of their official duties or could compromise, without actually compromising, their judgment, decisions, or actions in the workplace. For example, acting as a director, officer, or employee, for any business, or other institution with which Ovivo has a competitive or significant business relationship, or even competing with Ovivo in the purchase or sale of any kind of property, tangible or intangible; or redirecting from Ovivo, for the Partner’s own direct or indirect benefit, of a business opportunity in which Ovivo has or is likely to have an interest.

Fraud, Bribery and Kickbacks
We believe in always acting honestly.

Fraud: Partners should not employ or participate in dishonest methods or schemes for the purpose of obtaining a personal or business advantage or reward, including methods involving fraud, deceit and any action that does not comply with laws and current regulations.

Bribes and Kickbacks: In most jurisdictions, the law prohibits, amongst others, the payment of any bribes, kickbacks or other illicit forms of payment. Partners should not in any way offer, give, solicit or receive any bribes, kickbacks or other illegal or improper payments, transfers or receipts.

Gifts: Partners and members of their immediate families should not accept, directly or indirectly, any service, payment, loan, entertainment or travel (except when it is customary and of nominal value), vacation or pleasure trip, gift (other than one of nominal value which is customarily offered), or gift of money in any amount.

There are laws enacted throughout the world aimed at combating bribery and corruption of public officials. Partners must, at all times, comply with applicable laws.

Antitrust and Competition Legislation Compliance
We will do business exclusively based on performance principles, the market economy, and on free competition, and will not use unfair business practices.

Partners should respect the antitrust and competition laws, as well as all the associated policies, procedures, regulations, and practices that are currently in force in countries (including provinces, states or other forms of jurisdictions) where Ovivo operates.

3. OWNERSHIP

We are responsible for our actions. We are all expected to adhere to the spirit, as well as the letter, of this Code. Partners have a special obligation to be aware of environmental, health and safety risks and standards and to advise of any troubling situation that comes to their attention.

Health and Safety
We are committed to protecting the health and safety of our Partners and any person on the premises where our employees are working.

Environmental Policy
We recognize the importance of preserving the environment, conserving global resources, and protecting human health. Ovivo is committed to taking strong initiatives in these areas by complying with environmental laws and regulations in force in all the countries where we operate.

We expect that all complaints received by any office or entity from any country, federal, state or provincial agency alleging that Ovivo is not in compliance with any environmental law or any permit issued under any environmental law should be promptly reported.

4. EXPERTISE

We believe that all Partners should keep their skills and knowledge up to date. Not only does it help the Company maintain its competitive advantage and improve its business, but it also ensures Partners keep current and evolve in their field. Ovivo supports employee development through internal and external learning and training opportunities, in addition to sharing internal skills and knowledge.

5. INNOVATION

Innovation and Intellectual Property
Ovivo’s assets add up to much more than our equipment, inventory, corporate funds, or office supplies. Ovivo was built, and continues to grow, by purchasing companies that have deep intellectual property and by investing in innovation. This acquired and developed intellectual property is critical for Ovivo’s success.

Proprietary or confidential information includes any information (i.e. new product information, manufacturing methods, customer and supplier lists) which is not generally known to the public and which is useful or helpful to Ovivo or which would be useful or helpful to competitors.

We need to protect our proprietary and confidential information. These assets may not be used for the personal gain of Partners.

Thus, Partners may not transfer any Ovivo assets to other people or firms, except for duly authorized purposes.

If Partners notice anything suspicious about the use of Ovivo’s confidential information, computer equipment or systems, they should contact Ovivo’s Privacy Officer at privacy.officer@ovivowater.com.

In addition, if Partners become aware of a breach or unauthorized disclosure of Ovivo’s proprietary or confidential information, including personal information of Ovivo’s employees, they must immediately contact Ovivo’s Privacy Officer at privacy.officer@ovivowater.com.

Protection of the Company Names, Trademarks and Logos
Ovivo’s trademarks are assets of considerable value. However, in order to preserve their validity to the Company, their usage must comply with the laws of the countries that have granted trademark registrations to certain words, names and symbols.

6. ADMINISTRATION OF THE CODE

We implemented processes and policies, but we do not have the resources to verify if all of them are being followed at every location by every Partner at all times. We trust that every Partner owns the principles described in the Code and acts appropriately in everyday interactions. We need everyone to ensure the enforcement of these processes and policies.

Reporting Violations
Each Partner should report any violation or suspected violation of this Code to their Ovivo contact as soon as he or she becomes aware of it. The Company will maintain the confidentiality of such disclosures to the extent appropriate and consistent with the best interests of the Company and its obligations under law.

Sanctions
Partners who take illegal actions or violate internal company regulations may be harming themselves and Ovivo. Violations of laws and regulations of this Code may result in appropriate sanctions and disciplinary action, which may include termination of all agreements with Ovivo. In some cases, the Company may have an obligation to bring violations of this Code to the attention of appropriate law enforcement authorities.