Corporate Responsibility

Objectives

The principles covered in this policy cover all areas of Goodwin PLC's operations and have been developed and continue to be reviewed against and updated by reference to relevant codes of corporate governance and international standards including the United Nations (UN) Universal Declaration of Human Rights, the International Labour Organisation (ILO) Declaration on Fundamental Principles and Rights at Work, the Guidelines for Multinational Enterprises established by the Organisation for Economic Cooperation and Development (OECD), the Rio Declaration on Environment and Development and the UN Convention against Corruption and the UK Modern Slavery Act 2015.

The Board of Directors supports the principles set out in those codes and standards and the aim of this policy is to translate that support into a set of guidelines and standards that set a common approach for Goodwin PLC and provide practical guidance for our managers, employees and contractors. We wish to be transparent, fair and reasonable.

Governance

Code of Ethics

This code applies to all of the operations of Goodwin PLC and its subsidiaries (“the Group”) and sets out the minimum standards which the Board of Goodwin PLC expects from staff in their internal and external dealings with colleagues, customers, stakeholders and third parties.

We always conduct our own services honestly and honourably, and expect our clients and suppliers to do the same. Our advice, strategic assistance and the methods imparted through our training, take proper account of ethical considerations, together with the protection and enhancement of the moral position of our clients and suppliers.

Basic standards of conduct:

1. We will endeavour to conduct every aspect of our business with honesty, integrity and openness, respecting human rights and the interests of our employees, customers and third parties;
2. We will respect the legitimate interests of third parties with whom we have dealings in the course of our business;
3. We will maintain the highest standards of integrity - for example, we will not promise more than we can reasonably deliver or make commitments we cannot or do not intend to keep.

Employees:

1. We are committed to creating and maintaining a safe and healthy working environment for our employees;
2. We will strive to create a workplace in which there is mutual trust and respect and where every person feels responsible for the performance and reputation of our Group;
3. We will work towards achieving a diverse workplace, recruiting, employing and promoting employees only on the basis of objective criteria and the qualifications and abilities needed for the job to be performed;
4. We will maintain good communications with employees through our information and consultation procedures;
5. We will assist employees in realizing their potential.

Customers:

• We are committed to providing safe, value for money, high quality, consistent, accessible and reliable products and services to our customers

Shareholders:

1. We will conduct our operations in accordance with the principles of good corporate governance;
2. We will provide timely, regular and reliable information on the business to all our shareholders

Stakeholders

1. We aim to develop strong relationships with our suppliers, stakeholders and others with whom we have dealings, based on mutual trust, understanding and respect;
2. In those dealings, we expect our partners to adhere to business principles consistent with our own;
3. We will conduct our business operations in accordance with the principles of fair competition and applicable regulations.

Compliance with Law:

• All Group staff will make best endeavours to comply with the laws and regulations applicable wherever they do business. Appropriate training will be provided for employees as perceived necessary.

Business Integrity:

1. We will not offer, give, seek or receive, either directly or indirectly, inducements or other improper advantages for business or financial gain and no employee may offer, give, seek or receive any gift or payment which is, or could be construed as, such. If an employee is in any doubt as to whether he or she may accept an offer, that employee should discuss the issue with his or her manager and refer to our Bribery and Corruption Policy;
2. Our accounting and other records and supporting documents must accurately describe and reflect the nature of the underlying transactions;
3. We will not facilitate, support, tolerate or condone any form of money laundering.

Environment:

1. We are committed to making continuous improvement in the management of its environmental impact;
2. We will work with our partners to promote environmental care, increase understanding of environmental issues and disseminate good practice.

Community:

• The Group strives to be a good corporate citizen and to fulfil its responsibilities to the societies and communities in which it operates.

Conflicts of Interest and Confidentiality:

1. Whilst we respect the privacy of our employees, all Group employees are expected to avoid personal activities and financial interests, which could conflict with their responsibilities to Goodwin PLC;
2. Group employees and consultants must not seek gain for themselves or others through misuse of their positions or our property;
3. All actual and potential conflicts (including those arising from the activities or interests of close relatives or partners) should be disclosed to and discussed with an employee’s line manager;
4. Information received by anyone in the course of his or her employment must not be used for personal gain or for any purpose other than that for which it was given;
5. Where information is confidential, that confidentiality must be respected.

Statement on Modern Slavery and Human Trafficking
for Goodwin PLC and Goodwin International Ltd.

Introduction

The Group is committed to ensuring that its companies (www.goodwin.co.uk) and supply chains do not undertake any activity which contravenes the UK Modern Slavery Act 2015 (Act). The Group has a ‘zero tolerance’ policy to slavery and human trafficking.

As required by the Act we are required to disclose the steps we have taken during the year to identify and eradicate modern slavery and human trafficking. These include an assessment of country, sector, transaction and partnership risks through an induction and awareness programme reviewed by the Audit Committee for effectiveness. Transparency is encouraged through whistle blowing awareness and the maintenance of personal visits by management where possible. Particular attention is paid through our Know Your Customer policy to find true identities and during the year to 30th April 2018 Steven Birks, a Main Board Director was nominated to mentor all subsidiaries in risk analysis including the effectiveness of KYC. Considerable effort was also put in to implement the requirements of the General Data Protection Regulation to avoid identity theft through fraud.

Supply Chains and Suppliers

The Group focuses on manufacturing within mechanical engineering and refractory engineering sectors. Our mechanical engineering sector serves the oil, petrochemical, gas, LNG and water markets as well as defence contractors, civil aviation authorities and border security agencies. Our refractory sector serves the jewellery casting, aerospace, fire protection, tyre moulding and shell moulding casting industries.

The Group operates in the UK, Australia, Brazil, China, Finland, Germany, India, South Africa, South Korea and Thailand.

The makeup and complexity of supply chains :

• Both Goodwin International and Noreva purchase the major value of their sand mould castings from Goodwin Steel Castings. Nine of our jewellery casting manufacturing companies buy manufactured cristobalite from another of our UK refractory companies, Hoben International.

Policies

The Group has the following policies in place:

• Conflict Minerals:
  As part of our commitment to Corporate Social Responsibility we use our best endeavours to ensure that none of the materials we source are associated with the Democratic Republic of Congo
• Ethical trading policy
• Privacy Policy
• Know Your Customer Policy

The Group will consider adopting and implementing the good practice guidance and tools such as Stronger Together (www.stronger2gether.org) across the Group and review existing policies to assess how these work to prevent modern slavery.

Due Diligence

Supply chain ethics: We visit and write letters to our major suppliers in line with the United Nations Global Compact voluntary initiative. The letters invite our major suppliers to adopt, implement and evidence adequate compliance policies.

Anti-Slavery and Human Trafficking Policy: The Group has implemented and introduced for major suppliers:-

• A Code of Ethical Purchasing (based on international standards including Universal Declaration of Human Rights and the International Labour Organisations Core Convention on Labour Standards) and extends this to suppliers and subsidiaries.
• Reviewed supplier pre-qualification questionnaires, to avoid modern slavery before engaging with new suppliers across the Group.
• That major suppliers to the Group agree to modern slavery provisions in writing
• That they should have a grievance mechanism in place that is specifically targeted at suppliers and subsidiary workers or requires suppliers and subsidiaries to have a grievance mechanism in place
• Suppliers and subsidiaries to have modern slavery provisions in their supply chain contracts cascading responsibility down the supply chain.
• In high risk countries to obtain evidence through visits or written assurance that evidence is available that they operate ethically (and in line with an Ethical Purchasing Code)

Monitoring

The Group will take steps to regularly assess, prevent, manage and mitigate the risks within our business and supply chains in high risk countries as identified on the Global Slavery Index (https://www.globalslaveryindex.org/index/).

Training

In 2016, Directors and Senior Management attended a Culture and Conduct workshop at our Business conference which dealt with Corporate Social Responsibility issues such as modern slavery and human trafficking.

During the year to 30th April 2018 considerable effort was made in setting up on-line training courses in respect of many of the Group’s policies including, amongst others, those on Modern Slavery and KYC. Directors of all subsidiaries are encouraged to undertake these courses and tests and also to flow the values and best practices down within their own companies taking into account local legislation in order to achieve an understanding of best practice. This was re-emphasised during a recent business conference attended by Directors and senior managers.

Home Office Supply Chain Transparency

PDF Modern Slavery Statement

This Statement was approved by the Board on 29th October 2018 and is signed on its behalf by:

John W Goodwin, Chairman

_{Statement amended 4th April 2019 to include name of principal subsidiary, Goodwin International Ltd,}

Bribery and Corruption Policy

The Group has outlined employee responsibilities in observing and upholding its position on bribery and corruption

We provide information and guidance to those working for the Group on how to recognize and deal with bribery and corruption issues.

We conform with the laws of the England and Wales, including the Bribery Act 2010.

It is the Group's policy to conduct all business in an honest and ethical manner. A zero-tolerance approach to bribery and corruption will be taken and all laws relevant to countering bribery and corruption will be upheld.

This policy applies to all individuals working at all levels within the Group who interface with external sources, including all employees and Directors, consultants, contractors, trainees, apprentices, interns, seconded staff, casual workers, agency staff, volunteers, agents, sponsors or any other person associated with the Group wherever located (collectively referred to as Workers in this policy).

The Directors have overall responsibility for ensuring this policy complies with the legal and ethical obligations of the Group, and that all those under its control comply with it.

The Chairman has primary and day-to-day responsibility for implementing this policy and for monitoring its use and effectiveness and dealing with any queries on its interpretation.

Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.

All employees are responsible for:

1. professional conduct, being fair, honest and acting with integrity in all business dealings and relationships;
2. adherence to this policy and should ensure they use it to disclose any suspected danger or wrongdoing.

Privacy Policy

We wish to be transparent, fair and reasonable in processing and storing personal data.

Adopting the EU General Data Protection Regulations, the Group expresses a privacy notice on all its websites. To promote transparency and fairness we have carried out data impact analysis on our processes known to handle personal data. We will continue to consult and include individuals responsible for handling data with the intention of training them to comply with the Regulation. We aim to inform people how their data is used, gain consent and give choice in their personal data handling.

Personal data is encrypted and for contractual, insurance and legal requirements may be retained for periods proportionate to those needs and, where requests for data removal are refused, explanation will be given. The Data Protection Officer is the Chairman contactable through the Company Secretary cosec@goodwingroup.com to whom any complaint should be made in the first instance and in the absence of resolution contact should be addressed to the independent Non-Executive Director.

Donations

The Group does not at present make contributions to political parties., The Group only makes charitable donations that are legal and ethical under local laws and practices.

Environmental Policy

Climate Change

Climate change is recognized as an international issue with national governments on both sides of the Atlantic committed to taking action to reduce greenhouse emissions.

The Group is acutely aware of its greenhouse gas emissions, for which we understand that there is a need for Group companies to contribute to targeted global reductions. We are committed to reducing the greenhouse gas emissions from our operations in a way which supports national government strategies and in line with our commitment to our customers to provide safe, efficient and reliable products and services.

Our key climate change commitments are:

1. To assess the potential impact to our business from evolving climate change policies as part of our on-going risk management processes;
2. To work actively with our suppliers to improve the fuel efficiency of our vehicles;
3. To report annually on our greenhouse gas emissions from all vehicles and property in our ownership;
4. To actively promote improved energy efficiency and fuel efficiency within our business;
5. To support research into transport policy and the use of alternative fuels;
6. To stay abreast of alternative fuel developments and continue to assess their commercial viability.

Reporting Concerns

Employees are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If it is uncertain whether a particular act constitutes bribery or corruption, or if there are any other queries, these should be raised with an appropriate director. Concerns may be reported by following the procedure set out in the Whistle Blowing Policy.

We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

Training and Communication

Training on the policy will be given to all those that have interface with external sources. This should be identified at the induction stage for all new employees, though existing workers will also receive training as appropriate.

A zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.

Monitoring and Review

Directors will monitor the effectiveness and review the implementation of the policy during the annual management review considering its suitability, adequacy and effectiveness.

Any improvements identified will be made as soon as possible and this policy amended as required.

Internal control systems and procedures will be subject to audit to provide assurance that they are effective in countering bribery and corruption.

Workers are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Chairman.

Anyone who has a reasonable belief that there is serious malpractice relating to any of the matters specified above, may raise a concern under the procedure detailed in paragraph below.

The issues raised may relate to another employee, a group of employees, the individual's own Board of Directors or other parties such as subcontractors

Concerns must be raised without malice and in good faith, and an individual must reasonably believe that the information disclosed, and any allegations contained in it, are substantially true.

In view of the protection afforded to an employee raising a bona fide concern, it is preferable if that individual puts his/her name to any disclosure. The identity of the person raising the matter will be kept confidential, if so requested, for as long as possible provided that this is compatible with a proper investigation.

Anonymous complaints are more difficult to authenticate but may be reported by dialing a telephone answering machine and leaving a message. This will be listened to by the Chairman or Company Secretary and investigated or acted upon as the person receiving the complaint sees fit (including the use of this procedure), having regard to the seriousness of the issue raised, the credibility of the complaint, the prospects of being able to investigate the matter, and fairness to any individual mentioned in the complaint.

Procedure

Any disclosure should be made in the first instance in confidence to:

1. John Goodwin (Tel: +44 (0)1782 220284; Email: jwgoodwin@goodwingroup.com); or
2. Pam Ashley (Tel: +44 (0)1782 220283; Email: pashley@goodwingroup.com); or
3. an answer phone anonymously (Tel: +44 (0)1782 267529), but these messages obviously cannot be acknowledged and authentication may make a response difficult.

If no response is received following a disclosure from a named individual or the individual is dissatisfied with the response then the individual may raise the concern with the Partner of the Company’s Auditors:

KPMG Audit PLC (Tel: +44 (0) 121 232 3000)