responsibility At Cloyes, corporate responsibility guides all that we do – how we operate, respect each other, and care for the world we live in. Environmental, Social, and Governance Diversity and Inclusion Environmental, Social, and Governance ENVIRONMENT, SOCIAL, AND GOVERNANCE We believe our Environmental, Social, and Governance (“ESG”) considerations should be part of every business decision we make. They are essential to creating value for our shareholders and developing a more sustainable long-term strategy. We Also Believe The Importance We Place On Diversity And Inclusion Makes Us A Better Company. It Isn’t Optional. It Is Who We Are And Who We Want To Be. ENVIRONMENTAL POLICY Cloyes recognizes that its activities as a Company may have an impact on the environment. We will endeavor to promote environmental awareness and improve staff education and involvement around issues affecting the environment, ensure that its business is environmentally responsible, and make efforts to improve its energy efficiency. To address key issues of environmental concern and minimize its environmental impact, Cloyes will at the Company-level endeavor to: Recycle waste and seek to reduce the production of waste. Raise awareness of efficiently use energy, water, manufactured products (e.g., paper) and natural resources. Monitor electricity usage to identify energy waste. Increase the use of videoconferencing to minimize air travel. Use products that are made from sustainable sources or recycled materials or that are designed to be easy to reuse or recycle when practicable; and Eliminate or reduce, where possible, the use of products made from unsustainable natural resources. SOCIAL POLICY Cloyes is committed to compliance with applicable national, state, and local labor laws and maintains a safe and healthy work environment in which all individuals are treated with mutual respect and dignity. We strive to maintain an environment free of discrimination based on race, color, religion, gender, national origin, ancestry, age, disability, veteran status, marital status, sexual orientation, citizenship, or any other protected category or characteristics. This equal employment opportunity policy applies to all employment practices, including but not limited to recruiting, hiring, advertising, promotion, transfer, reductions in force, social and recreational programs, training, employee development, compensation and fringe benefits, discipline, and termination. Cloyes provides opportunities for personal development and reward and encourages positive contribution to one’s community. We encourage employees to give back to their communities both financially and with their time. Some of the ways in which businesses can positively contribute to country include: generating sustainable tax revenues, creating new jobs, providing training and education, and assisting in the development of local industry through building infrastructure and utilizing local content. GOVERNANCE POLICY Cloyes is committed to incorporating ethical, responsible, and rigorous decision-making and to promoting effective board composition and structures. Owner / Board of Directors Communication Cloyes recognizes the importance of engaging and communicating with its owners, MidOcean Partners, and the Board of Directors. Building positive relationships with them is critical to creating long term value. In addition to the distribution of weekly and monthly reports, Cloyes holds Bi- Weekly CEO/CFO calls to engage them and help ensure that our approach to operating is informed and allows for a communication of efforts as well as a demonstration of results and progress. Anti-fraud and Anti-corruption Cloyes maintains a zero-tolerance policy on corruption. A project with corrupt roots, without a solid, transparent, and legitimate foundation, is likely to be short lived and hazardous, especially in the face of a new government hostile to agreements and made under prior administrations. Moreover, Cloyes believes that the eradication of bribery and corruption through improved governance and increased transparency will create a fairer business environment and will encourage more effective governance. Good governance is rooted in adherence to regulations and laws. Executive renumeration High level individuals are a vital component of success for any organization. Remuneration policies should allow the recruitment and retention of these individuals and provide appropriate incentive arrangements which reward returns for owners and shareholders. In considering the pay arrangements for senior executives Cloyes is concerned with the structure of total compensation and to ensure that potential rewards are aligned with owner and shareholder interests. While in order to hire the best individuals, it’s necessary for companies to pay at levels which allow them to compete in the market to recruit successful executives, unwarranted transfers of value to executives is not warranted. It follows that where individuals have failed, their continuation in the role should be reviewed, and if necessary, they should be removed. Board composition & proper risk management Cloyes seeks to appoint board members who are competent and have a broad range of skills, expertise, industry, and other knowledge useful to the effective oversight of the relevant portfolio company’s business. Our Board will be composed of qualified directors who are sufficiently familiar with the current and emerging issues of the company’s business to provide strategic guidance and effectively supervise and review the performance of management, including oversight of risk management. The board of directors should be accountable to owners and shareholders. Diversity and Inclusion DIVERSITY AND INCLUSION Cloyes believes that people are our most important asset and that the environment and culture we create impacts the talent we attract, the decisions we make and our investment and operating success. We recognize the value diversity brings to any performance-driven culture and we’re committed to creating an inclusive environment and incorporating the ideals of diversity and inclusion within our culture and daily activities. RECRUITMENT Cloyes is committed to identifying and recruiting the most qualified and talented individuals with high potential to grow and contribute to our team. To do so, we must expand the talent pool and sources from which we recruit. To increase the diversity of our team, Cloyes requires a diverse slate of candidates for each search and have actively expanded our sources of talent. While we recognize that change will take time, we are focused on attracting talent with different experiences, perspectives and backgrounds and seek to have these differences represented at every level of our company. DEVELOPMENT Recognizing that we all bring different experiences, strengths, and weaknesses to the workplace, Cloyes is committed to providing training that provides our professionals with the tools and skills they need to succeed and grow. We believe that systematized, formal training combined with on-the-job experience and an ongoing feedback loop will enable each of our employees to reach their full potential regardless of their background. INCLUSION, RETENTION AND ENGAGEMENT We believe that maintaining an inclusive culture will enhance employee retention and engagement. As a team, we value each of our members and their contributions and believe that embracing our differences will lead to more creativity and innovation and better results. Cloyes has formed ESG committees to enable employees to engage and drive change on issues that are important to them and to our company. To measure our progress in developing a diverse and inclusive culture, we will leverage both quantitative data and qualitative inputs including feedback from engagement surveys.
