CODE OF ETHICS

This Code of Business Ethics and Employee Conduct applies to all Directors, Officers and employees of MLS and to consultants, agents or representatives engaged to act on behalf of the Company. Its purpose is to affirm MLS's strong dedication to the highest standards of business conduct.

A MESSAGE FROM THE CEO

As Chief Executive Officer of the MLS group of companies, I want to express my personal commitment to the standards of ethics and integrity set forth in our Code of Business Ethics and Employee Conduct. Our goal at MLS is to deliver products and services of the highest quality. We have a well-deserved reputation for doing so. Our continued success and ability to achieve our financial goals-as a company and as individuals-depend on conducting our business responsibly, while adhering to the highest standards of ethical business conduct.

This Code of Business Ethics and Employee Conduct sets forth the standards by which all employees, representatives and agents are expected to conduct themselves. Adhering to these standards will ensure the long-term success of MLS and ultimately of all our employees.

All of us are responsible for protecting and maintaining the reputation of MLS. The MLS Code of Business Ethics and Employee Conduct is designed to help clarify the ethical and legal standards to which we should adhere in performing our work. No concise written policy can cover every ethical or legal issue that we may face. A good foundation for ethical behaviour consists of individual conscience, common sense, good judgment and compliance with governmental laws and regulations. This Code will, however, also help us understand some of the basic principles within which we must all operate. I am confident that the Code will help guide us all in resolving any ethical or compliance issue that may arise as we perform our jobs. I am relying on you to embrace the standards set forth in this Code of Business Ethics and Employee Conduct and make a personal commitment to uphold them.
Frank Rafaraci
Chief Executive Officer

I. Statement of MLS's Code of Business Ethics and Code of Conduct

A. MLS's Commitment to Business Ethics
B. MLS's Code of Conduct
C. "Zero Tolerance" and Disciplinary Action
D. Business Ethics Awareness and Compliance Training Program

II. Employment Practices

III. Timely Discovery of Improprieties

A. The MLS Ethics Compliance Officer
B. Employees' Reporting Obligations
C. Hotline and Display of Hotline Posters
D. Company Reporting of Violations

IV. Company Relations with the Government

A. Financial Records
B. Time Card Reporting
C. Conformance of Products and Services
D. Procurement Integrity
E. Use of Government Owned Property and Facilities
F. Company Contract Performance Reports
G. Gratuities to Foreign Officials

V. Company Relations with Our Suppliers and Customers

A. Integrity in the Selection of Suppliers
B. Gratuities
C. Competition and Antitrust
D. Company Relations with the Community

VI. Employee Obligations to the Company

A. Conflicts of Interest
B. Company Assets and Financial Transactions
C. Confidential and Proprietary Information
D. Political Activities
E. Workplace Safety

I. Statement of MLS's Code of Business Ethics and Code of Conduct

A. MLS's Commitment to Business Ethics

MLS is committed to the highest standards of integrity and is dedicated to conducting business in an ethical manner and in compliance with all applicable laws and regulations. MLS is also committed to delivering products and services of the highest quality to our customers at fair and reasonable prices and in compliance with all contract requirements.

B. MLS's Code of Conduct

All MLS employees must conduct business in strict compliance with all applicable Federal, state, and local laws and regulations, as well as any applicable international laws and regulations. In addition, all MLS employees must comply with all Company policies, procedures, and work rules.

Each employee has a personal obligation to comply with the MLS Code of Conduct. Each employee is responsible for reading and understanding the MLS Code of Conduct and abiding by it. If you are uncertain about the ethics, propriety, or legality of any of your actions or decisions as an employee of the Company, you must request the necessary guidance from your Supervisor, from Company Management or from the MLS Ethics Compliance Officer.

The MLS Code of Conduct provides a guide to ethical practices in working with customers, suppliers, the general public and each other. The Code sets forth the standards which all employees, agents and representatives of the Company are expected to follow when carrying out their responsibilities for or on behalf of the Company. In addition to those standards, Federal and state laws may impose legal requirements regulating your conduct and behaviour on behalf of the Company. You should keep in mind that statements of policy, laws and regulations cannot cover every ethical question that may arise. Your own personal integrity, common sense and good judgment are the best guides to ethical and responsible conduct.

All employees of MLS will be required to certify their compliance with the requirements of this Code of Conduct on a periodic basis.

C. "Zero Tolerance" and Disciplinary Action

Unethical or illegal behaviour will not be condoned or tolerated. Any employee who violates the Code of Conduct shall be subject to appropriate disciplinary action, which may include dismissal. Disciplinary action may also be taken against supervisors or Company managers who knowingly condone or permit illegal or unethical conduct by those reporting to them. Violations of certain laws or regulations may also lead to criminal prosecution of individuals by government authorities, with convictions resulting in fines and/or imprisonment.

D. Business Ethics Awareness and Compliance Training Program

Upon hiring, and annually thereafter, all employees will be provided a copy of this Code Of Business Ethics and Employee Conduct and will complete the attached Certificate attesting to their compliance with the Code of Conduct.

MLS will provide its employees with training on business ethics and conduct. Attendance at such training shall be mandatory for all employees, and all employees will be required to certify their attendance at such training.

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II. Employment Practices

As an employer, the Company shall provide a fair, professional and mutually respectful work environment for all. As an equal opportunity employer, we will provide equal employment opportunity to qualified individuals regardless of race, colour, religion, sex, national origin, age, or physical or mental handicap, and in compliance with all applicable employment laws and regulations. This Policy embraces all aspects of the employment relationship, including application and initial employment; promotion and transfer; selection for training opportunities; wage and salary administration; and the application of service, retirement, seniority, and employee benefit plan policies. MLS will also provide employees a workplace free from any form of sexual or other types of harassment.

MLS is committed to complying with all applicable immigration laws and regulations concerning verification of employment eligibility for all employees. Violations of those laws and regulations may subject MLS and individuals to civil and criminal liability.

The rules relating to recruiting and hiring current or former government employees are complex, therefore no employee should initiatione negotiations with or extend any offers of employment to any current or former government employee without first obtaining the review and written approval of the MLS CEO.

MLS will undertake reasonable efforts not include as a principal any person whom due diligence would have exposed as having engaged in conduct that is in conflict with MLS's Code of Conduct.

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III. Timely Discovery of Improprieties

As a Government contractor, MLS has an obligation to implement policies and procedures designed to facilitate the timely discovery and disclosure of improper conduct in connection with Government contracts. This section describes the principal means through which MLS meets this obligation.

A. The MLS Ethics Compliance Officer

The Ethics Compliance Officer is responsible for all aspects of corporate compliance and has the necessary authority to implement compliance policies and procedures, including those related to timely discovery and disclosure of improper conduct. The Ethics Compliance Officer is responsible for:

  • Receiving any reports of violation, written or oral, in complete confidence;
  • Conducting an investigation to determine whether or not a violation has occurred;
  • Reporting to senior management the results and recommendations of such investigations;
  • Ensuring that corrective measures are carried out;
  • Periodically conducting an evaluation of the effectiveness of MLS's Code of Business Ethics and Employee Conduct;
  • Ensuring the implementation of regular internal audits and reviews for compliance; and
  • Periodically conducting an assessment of risk of criminal conduct within the Company.

The MLS Ethics Compliance officer is available to answer questions and provide guidance regarding ethical matters. The Ethics Compliance Officer is also available to employees who wish to express concerns regarding the Company's business practices. Employees who bring their concerns to the Ethics Compliance Officer may do so in complete confidentiality and without fear of retaliation.

B. Employees' Reporting Obligations

In the areas of ethics, legality and propriety, each employee has an obligation to the Company that transcends a normal reporting relationship. Each and every employee and representative of the Company shall conduct his or her work in compliance with this Code of Conduct and shall report any potential or actual violation of the Code of Conduct, intentional or otherwise, to his or her Supervisor, to Senior Management, or to the Ethics Compliance Officer. Employees who fail to report such violations will be subject to disciplinary action, including dismissal.

Violations may be reported orally or in writing. Managers are obligated to act on all good faith employee reports of suspected violations; such reports will be forwarded to the MLS Ethics Compliance Officer for follow-up and tracking; and reporting employees will receive follow-up reports and feedback on corrective actions to the extent feasible. All such reports will be treated in confidence.

C. Hotline and Display of Hotline Posters.

Reports of violations of the Code of Conduct can also be made anonymously, if desired, by calling the Company Hotline, any time of the day or night. All such calls will be treated in confidence.

Each facility within MLS will prominently display in common work areas and on its website (a) a poster informing employees of the Company Hotline number; and (b) any agency hotline poster required by applicable regulations or contract provisions.

D. Company Reporting of Violations

Consistent with its obligations under applicable procurement regulations and contract clauses, MLS shall timely disclose in writing to its clients whenever, in connection with the award, performance or closeout of a prime contract or any subcontract thereunder, MLS has credible evidence that a principal, employee, agent, or subcontractor of MLS has committed a breach of MLS contractual and statutory obligations.

MLS and its employees shall cooperate fully with any Government agency responsible for audits, investigations, or corrective actions relating to any disclosure of violations or overpayments.

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IV. Company Relations With The Government

As a contractor for governments, MLS has a special obligation to comply with procurement laws. This places upon each of us a special duty to understand and live up to standards of conduct and codes of business ethics applicable to government contractors. MLS is dedicated to meeting this duty and complying with all applicable legal and ethical requirements imposed by the laws of the countries to which it may be subject in virtue of its business operations.

Company employees and representatives shall comply with the letter and spirit of contract laws, regulations and the terms and conditions of contracts. We will administer and perform our contracts in a manner that satisfies both legal obligations and our own high standards.

No employee or representative of the Company shall engage in any conduct in violation of law or otherwise inconsistent with the MLS Code of Conduct. To further this goal, each employee or Company representative shall follow the policies set forth below.

A. Financial Records.

All Company business data, books, records, and reports must be accurate, truthful, and timely, including your expense reports, entries into the Company's accounting systems, forecasts, and cost estimates. Your complete honesty is also required in dealing with the Compan's auditors regarding any transaction or entry. Falsifying any Company record is prohibited.

MLS's financial records must be maintained in a manner that provides for an accurate and auditable record of all financial transactions in conformity with generally accepted accounting principles and the cost principles and standards applicable to government contracts. No false or misleading entries may be made. All reports, vouchers, bills, invoices, and other records must be prepared accurately and honestly.

Employees must ensure that all costs are accurately recorded and charged to the contract for which they were incurred. Any necessary changes to cost records must be proper and must be adequately documented, explained, and approved. Only costs that are properly allowable under applicable regulations or contract provisions may be charged to the Government. The intentional mischarging of costs to a government contract may result in substantial criminal and financial penalties to the Company and to the individuals involved. Cost mischarging may result from the improper allocation or transfer of costs, including overhead and indirect costs.

B. Conformance of Products and Services.

All MLS products and services must conform to contract requirements. It is imperative that employees disclose any material deviations from the requirements of a government contract, and seek and obtain approval for any such deviation in goods or services supplied the government.

C. Procurement Integrity.

Contractor bid or proposal information is information submitted to a government agency in connection with a bid or proposal, including cost or pricing data, indirect costs and direct labor rates, proprietary information, and other information marked by the contractor as "contractor bid or proposal information." Source selection information is information not previously made available to the public that is prepared for use by a government agency in evaluating a bid or proposal, such as bid or proposal prices, source selection plans, technical evaluation plans and the results of technical evaluations or proposals, cost or price evaluations of proposals, competitive range determinations, rankings of bids or proposals, and reports and evaluations of source selection panels, boards, or advisory councils.

D. Use of Government Owned Property and Facilities.

Employees are prohibited from using government property or facilities for ML's commercial work or for work not related to the purpose for which the government facilities were provided.

E. Company Contract Performance Reporting Requirements

Governmental reporting is one of the keys to maintaining the cooperative working relationships that the Company has developed with its commercial and governmental customers. The Company shall comply with all applicable reporting requirements on an accurate and timely basis.

It is essential that a complete copy of every report filed on behalf of the Company be retained in the files of the unit which prepared the report. Copies of all such documents shall be retained by the Company until destroyed in accordance with established records disposition procedures.

F. Gratuities To Foreign Officials

No employee or Company representative shall promise, offer, or make any payments in money, products, or services to any foreign official in exchange for, or in order to induce, favorable business treatment for government decisions. Legislation such as the US Foreign Corrupt Practices Act ("FCPA") and other laws prohibit the payment of any money or anything of value to a foreign official, political party, or any candidate for foreign political office for purposes of obtaining, retaining, or directing business. The FCPA also contains provisions on recordkeeping and internal accounting controls, which require the maintenance of accurate books and records and a system of internal accounting controls sufficient to provide reasonable assurances as to the proper execution and recording of transactions and the protection of assets.

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V. Company Relations With Our Suppliers and Customers

The Company shall procure all materials, supplies, equipment, consulting and other services from qualified suppliers at the lowest overall cost available within the requirements for quality performance and the vendor's ability to meet delivery schedules.

A. Integrity in the Selection of Suppliers

As a Company and as individuals, we will always employ the highest ethical business practices in source selection, negotiations, determinations of award, and administration of purchasing activities so as to assure the continued confidence of our customers, suppliers and vendors. Procurement actions will be based on fair and impartial selection of capable and responsible sources of supply, maximum use of competition where practicable, in conformance with all applicable laws, regulations and contractual obligations, and monitored by an effective system of procurement procedures and management controls to prevent fraud or other misconduct.

B. Gratuities

MLS does not seek to gain an improper competitive advantage by offering gifts or other things of value to our customers or potential customers. Business courtesies such as meals, refreshments, or modest entertainment while discussing business with customers may be provided, however, provided such courtesies do not violate the standards of conduct of the recipient's company or organization. If you have any doubts about what these standards are, be sure to ask your customer or supplier. However, such business courtesies should be avoided in all circumstances if they might create even the appearance of impropriety or cause embarrassment to the Company.

Government agencies each have strict rules describing when their employees can, and cannot, accept entertainment, meals, transportation, gifts and other things of value from companies and people they regulate or with whom they do business. For some agencies, nothing of value may be accepted by their employees. This Company's policy is very simple - employees, agents and representatives of the Company may not give, or offer to give, to government employees any item, service, entertainment, meal, gift, or form of transportation, without the advance written approval of the Ethics Compliance Officer. At all times, Company representatives are strictly prohibited from giving government employees gratuities in the form of cash or investment interests such as stocks, bonds, and/ or certificates of deposit.

Employees of the Company may not accept gifts or gratuities from MLS's suppliers, vendors or subcontractors, except for promotional items of nominal value. MLS employees may accept business courtesies such as meals, refreshments, or modest entertainment while discussing business with customers, provided such courtesies are reasonable in value and are extended in the proper course of business. Gifts or favours should never be solicited by any Company employee from any individual or any organization that does business with the Company, or seeks to do so.

C. Competition and Antitrust

The Company shall comply fully with all applicable antitrust and trade regulation laws. These laws foster fair competition and prevent artificial restraints on the economic system of this country. Employees and Company representatives shall not participate in collusive bidding, nor shall they discuss or exchange information with a competitor on prices, terms, or conditions of sales or services. Nor shall they discuss or exchange any other competitive information or engage in any other conduct in violation of any of the antitrust laws.

D. Company Relations With the Community

The Company desires to help promote the well-being of the communities in which it maintains operations. To that end, Company employees have an obligation to obey all laws and to behave in a responsible and ethical manner.

The Company is also committed to the protection of the environment and the conservation of natural resources. The Company shall fully comply with environmental laws and regulations and closely monitor manufacturing processes to ensure that the methods by which products are produced conform to those laws and regulations.

Employees are also encouraged to take an active role in civic and community activities of an educational, charitable, religious or social nature, providing it does not interfere with their work assignments.

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VI. Employee Obligations to the Company

As an employee, you have the following obligations to MLS.

A. Conflicts of Interest

Representatives of the Company and Company employees have an obligation of loyalty to the Company. We expect Company representatives and employees to avoid any activity that might detract from or conflict with the Company's interest. Examples of potential conflicts of interest are:

  • Employment by a competitor while employed by the Company;
  • Acting as an officer or director for another company while employed by the Company;
  • Acting as a consultant to our customers or suppliers;
  • Employment of relatives of our customers or suppliers.

Conflicts of interest arise when a person is involved in a private interest that can affect, in any way, the decisions he or she is responsible for making as an employee of the Company or a representative of the Company. Certain situations are particularly sensitive because perceptions of conflicts can sometimes be as damaging as real conflicts. Therefore, we must be careful to avoid even the appearance of a conflict of interest. The Company expects all Company representatives and employees to avoid any outside business or financial interest or other activity which may interfere with the proper performance of his or her responsibilities to the Company.

Any Company representative or employee who feels he or she may have knowledge of a conflict situation, actual or potential, should report all pertinent facts to the Ethics Compliance Officer.

B. Company Assets and Financial Transactions

You are personally responsible and accountable for the proper expenditure of funds and the use of Company property under your control including Company vehicles, accounts, and all funds and property of customers under the Company's custody. The Company's property is not to be used for personal benefit, sold, loaned, given away, or otherwise disposed of, regardless of condition or value, without proper authorization. Persons spending or committing corporate funds must be certain that the transaction is legal and properly documented and that the Company receives appropriate value in return.

Equipment and vehicles essential in accomplishing job duties are expensive and may be difficult to replace. When using property, employees are expected to exercise care, perform required maintenance, and follow all operating instructions, safety standards, and guidelines. Prompt reporting of damages, defects and the need for repairs could prevent deterioration of equipment and possible injury to employees or others.

C. Confidential and Proprietary Information

You must not disclose the Companys confidential or proprietary information to anyone outside the Company or use such information for your own personal benefit. Confidential or proprietary information includes information on the Company's decisions, planning, business strategy, competitive bids, existing or potential customers, suppliers, financial results or operations, trade secrets, patents, research studies, construction and fabrication techniques, marketing strategies, and any other information that is of a confidential or proprietary nature regardless of the paper or electronic media used to store the information.

You must mark or label confidential or proprietary information and limit its access to authorized persons with a need to know that particular information. Unauthorized disclosure even to other Company employees is prohibited. You must take special care to assure that the receipt, use, and disclosure of confidential or proprietary information belonging to others is handled properly.

Employees who handle confidential information including, but not limited to Social security numbers, health records, and financial records and transactions, have an extra duty of care to safeguard this information against theft or misuse and must handle such information accordingly.

Proprietary information also includes inventions and other information employees may create or develop which relate to the Company's business. You are required to report these inventions and information to the Company as the first step toward possible patent or copyright protection of these valuable assets. When you leave the Company, you are required to return all confidential or proprietary documents and records in your possession to your Supervisor. Even after leaving the Company, you have a continuing legal obligation not to disclose the Company's confidential and proprietary information.

If any reporter, lawyer, investigator, or other outside party contacts you regarding any Company business or information, you must promptly contact your Supervisor before discussing any such matter. After receiving such authorization from your Supervisor, no employee shall withhold or conceal information legally requested by any regulatory or law enforcement authority or knowingly furnish incorrect or misleading information to any such authority.

An Employee or Company representative who suspects a compromise of confidential or proprietary information, or improper access to a competitor's proprietary data or government source selection data, should report immediately to the Ethics Compliance Officer.

D. Political Activities

Participation in political activities should be in your role as a private citizen and never on behalf of the Company. This includes contributions to any political party, politician, and candidate for public office or political action committee. Payments to government officials and personnel designed to influence any governmental decision that may affect the company are forbidden.

No Company funds, assets or facilities may be used, directly or indirectly, for the support or opposition of any political party and candidate. This prohibition includes reimbursement from Company funds for personal contributions, including the purchase of tickets to fundraising events.

E. Workplace Safety

You are personally responsible for ensuring and promoting a work environment free from recognized hazards that could cause physical injury or death. You are required to comply with all safety and environmental laws and regulations as well as all Company safety manuals and rules. You must report all unsafe conditions and any workplace injuries, however slight, immediately to your Supervisor.

You are expected to cooperate with the Company in all safety and health procedures and to make proper use of all equipment and devices provided for such purposes. The Company will provide additional safety training as needed and may post rules and regulations on the bulletin boards.

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MLS

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Providing marine logistics for Trafalgar 200, the largest fleet review ever held.

Photograph: Trafalgar 200

At the largest ever fleet review in 2005, MLS provided integrated logistical services to over 160 ships at anchor for the duration of the event and transported over 25,000 people in water taxis every day.

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