Supplier Code of Conduct

Introduction

At Meta Special Aerospace LLC (d/b/a Metrea Special Aerospace LLC), and through all of its affiliates and subsidiaries, (“MSA” or “Buyer”), we realize that in today’s global economy, the relationships we forge with our suppliers (“Suppliers”), are key to our team’s agility, integrity and competitiveness, and our ability to meet our customers’ needs. MSA is committed to ensuring that its procurement practices are transparent, fair and responsible and uphold high standards of collaboration and honesty. This document outlines MSA’s expectations of all of its suppliers, and their supply chain, in providing goods and services to MSA that is consistent with MSA’s company values.

At MSA, we work with our suppliers as One Team, working towards One Future.

1. Procurement Practices

MSA’s procurement policies govern the purchase of materials of the right quality, in the right quantity, at the right time, at the right price, and from the right sources. All procurement actions are based on conformance with all applicable laws, regulations, and contractual obligations. MSA is committed to ensuring Suppliers and their representatives are treated fairly and impartially. Each MSA business unit determines its own requirements for procurement and selects its own sources of supply. In some cases corporate agreements are developed to cover the requirements of our business units. MSA emphasizes the importance of competitive bidding as a good and sound business practice. We consider ability, capacity, integrity, financial status, geographical locations, performance, and reliability, quality of product, delivery and overall customer-supplier relations in evaluating a potential supplier before and during a purchase contract. At MSA, we are committed to Global Diversity and our collective global talent includes the unique qualities that small and diverse business partners bring to our supply base.

2. MSA’s Expectations for Suppliers

MSA is looking for Suppliers who:

• do their homework to fully understand how their products and services can directly benefit MSA and the solutions we offer our customers;
• share our commitment to performance excellence in terms of cost, quality and delivery;
• are financially healthy and continuously focus on improving affordability and efficiency through lean operations
• will share their knowledge for how we can all better manage our businesses and deliver value and solutions where our Suppliers, MSA and its customers win;
• conduct their operations in a professional and respectful manner and share our adherence to ethical business practices;
• MSA needs Suppliers who are looking toward the future with us, applying what we learn together as we continue to invest in technologies that will help us deliver the critical products and services that our customers demand.

3. Compliance with Laws

Supplier is expected to perform its duties and expectations in compliance with all applicable laws and regulations that apply to its business, including any flow-down provisions provided by Buyer as a government contractor. Such laws include, but are not limited to, the relevant laws of the U.S., Canada, the European Union, or any other jurisdiction where the supplier conducts business. All export of products and services provided by Supplier shall adhere to relevant international trade compliance laws, rules and regulations.

4. Ethics and Anti-Corruption

Buyer has a zero tolerance policy pertaining to corruption. Suppliers conducting business on Buyer’s behalf shall ensure compliance with anti-corruption laws and commit to the highest standards of ethical conduct at all times.

a) Supplier is prohibited from directly or indirectly receiving or offering any form of bribe, kickback, or other corrupt payment, to or from any person or organization, including government agencies or officials, private companies or employees of those private companies to obtain an undue or improper advantage.
b) Supplier shall accurately record, maintain and disclose information regarding its business activities, structure, financial situation, quality and performance in accordance with applicable laws.
c) Supplier shall have a communicated process to address confidentiality and protection of an employee who in good faith raises a concern, makes a report, or assists with an investigation related to potential ethical or criminal violations.

5. Business Hospitality

MSA competes based on its own merits of the service and products provided. When doing business with or conducting business on behalf of Buyer, Supplier may only provide hospitality for legitimate business purposes.
Supplier may offer or provide business hospitality to buyers, customers or other business associates, or accept hospitality offered by suppliers, customers or other business associates, provided that in each instance the gift or entertainment is:

a) Not a bribe, kickback or other illegal or illicit payment;
b) Not given in exchange for any consideration;
c) One hundred USD ($100) value per person or less, unless expressly permitted by Buyer;
d) Would not embarrass Buyer if disclosed publicly; and
e) Does not create the appearance (or an actual or implied obligation) that Supplier is entitled to preferential treatment, an award of business, better prices or improved terms of sale.

Any Supplier that violates the provisions of this Section when conducting business on behalf of Buyer risks immediate loss of all existing and future Buyer business.

6. Conflicts of Interest

A conflict of interest arises when personal interests or activities conflict with, or appear to conflict with, the best interests of MSA. Supplier must disclose to Buyer any apparent or actual conflicts of interest regarding its relationship with Buyer. If MSA management approves an apparent or actual conflict, the approval decision must be documented in writing.

7. Human Rights and Labor

Supplier shall respect and uphold the human rights of its employees and treat them with dignity and respect under internationally accepted standards. Supplier shall:

a) Only hire employees who meet the applicable minimum legal age requirement and comply with all other applicable child labor laws according to applicable local regulations;
b) Prohibit the use of any indentured or forced labor, slavery or servitude and must comply with all relevant laws regarding the prevention of human trafficking and slave labor, including the U.S. Federal Acquisition requirements, and the California Transparency in Supply Chains Act of 2010, and any other relevant law such as the UK Modern Slavery Act;
c) Set working hours, wages and over-time pay in compliance with all applicable laws and pay at least the minimum legal wage or a wage that meets local industry standards, whichever is greater;
d) Shall not engage in or permit corporal punishment, threats of violence, or other forms of harassment;
e) Provide equal employment opportunity and hire employees on the basis of their ability to do the job, not based on their personal characteristics or beliefs (including race, ethnicity, gender, nationality, color, religion, age, sexual orientation, military or veteran status, ancestry, maternity or marital status); and
f) Respect employees’ freedom of association. Employees should have a right to communicate with management, seek representation and participate in meeting with trade unions and works councils. Supplier shall comply with all applicable local and national laws pertaining to freedom of association and collective bargaining.

8. Health & Safety

Buyer is committed to being a global leader in aviation safety, as well as safeguarding the health and safety of our employees, customers, and business partners. MSA expects that the health and safety of workers and considerations for responsible environmental management is a priority for its Suppliers. The Supplier is expected to provide and maintain a safe work environment and integrate environment, health and safety management practices into its business relevant and appropriate to the products and services that it provides to MSA.

9. Environment

Suppliers shall operate in a manner that actively mitigates risk, minimizes environmental impact and conserves natural resources. Supplier shall use an environmentally responsible approach when choosing materials and processes, where practicable. Supplier shall abide by all environmental laws and regulations and will establish a systematic approach to risk management. To meet these objectives, at a minimum, it is important that all MSA Suppliers:

• are aware of their environment, health and safety responsibilities and obligations and are compliant with relevant national and local safety and environment legislation, and other legal requirements as applicable;
• have a written environment and health and safety policy or equivalent document;
• have a system to record, monitor and manage environment, health and safety risks and incidents.

10. Counterfeit Goods

Buyer requires Supplier to have procedures and practices in place to detect and identify counterfeit parts and materials and should minimize the risk of introducing counterfeit parts and materials into the goods delivered to Buyer. Supplier will develop, implement and maintain procedures and practices in order to mark counterfeit parts obsolete as necessary and will immediately notify Buyer of any known counterfeit parts incident pertaining to Buyer.

11. Conflict Minerals

a) Supplier will not supply Goods that contain Conflict Minerals, consistent with the US Dodd Frank Act or other relevant law. “Conflict Minerals” is defined as tin, tantalum, tungsten and gold (the Conflict Minerals or 3TG) originating in the Democratic Republic of the Congo (DRC) and the adjoining countries of Angola, Burundi, the Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda and Zambia (the Covered Countries).

b) If Supplier has reason to believe its Goods contain Conflict Minerals Supplier will immediately notify Buyer in writing providing a description of the Goods containing or believed to contain Conflict Minerals, date of supply, lot codes, part or serial numbers or other identifying characteristics and all other relevant information necessary to identify when and where the Goods were provided, type of mineral and the believed country of origin of the Conflict Mineral. In addition, Supplier will have internal process and procedures that determine if their products contain Conflict Minerals and if so, implement supply chain due diligence processes to identify sources of these minerals and support efforts to eradicate the use of Conflict Minerals which directly or indirectly finance or benefit armed groups in the Covered Countries.

c) Supplier will periodically respond to conflict mineral questionnaires submitted by Buyer, detailing its efforts to track the supply chain of relevant metals.

12. Application to Sub-Tier Suppliers

Supplier is fully responsible for ensuring compliance by any such sub-tier supplier(s) as if it were the supplier itself. The Supplier Code of Conduct shall be flowed down to all sub-tier suppliers. Buyer encourages Supplier to implement and flow down the principles of such Code to companies providing products and services to Supplier.

13. Confidentiality & Intellectual Property

Supplier shall take proper care in safeguarding intellectual property rights and sensitive information. Transfer of technology and know-how shall be only be used within the scope of the business purposes. Exchanges of confidential information must be pursuant to a written confidentiality agreement between Buyer and Supplier. Supplier must not share or disclose Buyer’s intellectual property, confidential information, or any other proprietary information that Supplier acquires, including information developed by Supplier and information relating to products, customers, services, pricing, costs, strategies, programs, and processes.

14. Supplier’s Responsibility

MSA’s Suppliers have the responsibility to ask questions, seek guidance and shall immediately report to Buyer suspected violations or known breaches of this Code of Conduct. Supplier and its employees are required to provide avenues to raise concerns or make reports without fear of retaliation. Parties shall work together to implement a corrective action plan in order to cure the non-compliance within a specified time period. Buyer may opt to terminate the business relationship or suspend future orders should Supplier not cure breach within the time period. Supplier may be held responsible for reasonable costs of investigating non-compliance.