Third Party Code of Conduct Policy

A. Introduction

Gogo Inc. and its global subsidiaries and affiliates (“Gogo” or “the Company”) conduct business in compliance with all applicable laws and in an ethical, socially responsible manner. Our culture is based on fundamental principles of integrity, fairness and mutual respect. Gogo has developed this Third-Party Code of Conduct (“Code”) to ensure that our business partners are aware of the Company’s expectations as they relate to compliance with laws and business integrity

Maintaining our reputation for observing the highest standards of ethical conduct and adherence to applicable laws guides every decision we make. We aim to build strong, lasting partnerships that support our employees, our customers, and the communities and countries in which we operate. Our success depends on our business partners holding themselves to the same high standards to which we hold ourselves.

This Code outlines the standards we require from you, including ethical business practices, compliance with all applicable laws. This includes the implementation of policies, procedures, and training, as you deem necessary, to comply with this Code. Gogo also expects you, your employees, and your subcontractors to act in accordance with this Code and to act with honesty, fairness, transparency, and accountability.

By working together, we can protect people, preserve the environment, and strengthen the trust placed in Gogo by our customers and stakeholders. Thank you for your continued partnership and your dedication to doing what is right.

B. Applicability 

This Third-Party Code of Conduct applies to all suppliers/vendors, contractors, consultants, agents, dealers, and other providers of goods and services (collectively “Third Parties”) who wish to conduct business with Gogo. We expect all our Suppliers to adhere to this Code and engage in responsible and ethical practices, adhere to applicable laws and communicate their expectations to their own supply chains. Gogo uses all reasonable efforts to collaborate, monitor and support Third Parties’ adherence to this Code, which may include conducting, directly or through third parties, audits and assessments of production facilities and business practices. In addition, Gogo expects Third Parties to complete a due diligence questionnaire upon request.

C. Labor and Human Rights

Gogo is committed to respecting human rights in all aspects of our business and supply chain, and we conduct our business in a manner consistent with applicable laws, including the U.K. Modern Slavery Act, the Australian Modern Slavery Act, and with international principles, including the United Nations Universal Declaration of Human Rights. These commitments are outlined in our Code of Business Conduct and Ethics and our Human Rights Policy.

Likewise, the Company believes that all workers in our supply chain deserve a safe, fair and ethical workplace and must be treated with dignity and respect.

1. Discrimination and Harassment. Third Parties shall not discriminate against any workers based on age, disability, ethnicity, gender, marital or parental status (or stage of pregnancy), national origin, political affiliation, race, religion or sexual orientation in their hiring or other employment practices. Third Parties shall commit to a workplace free of harassment and abuse of any kind and to maintain a work environment that is free from intimidation, violence and abuse of any kind, including but not limited to verbal, physical, visual, sexual or abusive conduct (bullying). Third Parties are expected to fully comply with all applicable laws relating to discrimination and harassment.
   
   
2. Prevention of Involuntary Labor and Human Trafficking. Third Parties may not engage in any practice that could reasonably be considered as employing or encouraging any form of modern slavery, including forced labor and human trafficking, which may include forced or compulsory labor, trafficked labor, indentured labor, bonded labor, involuntary prison labor, forced overtime, or the withholding of workers’ original government-issued identification and travel documents (e.g., passports). Third Parties shall ensure that workers’ contracts clearly convey the conditions of employment in a language understood by the workers and that any recruitment agencies used are compliant with the provisions of this Code and applicable laws.
   
   
3. Prevention of Child Labor. Gogo does not tolerate child labor; all forms of unlawful employment or exploitation of children are prohibited. Third Parties must take all necessary steps to ensure that there is no child labor within their organizations or supply chains. Accordingly, Third Parties must ensure the implementation of an effective age verification process that includes proper documentation and regularly updated record keeping systems. A “child” is any person under the age of 15 (or 14 where the law of the country permits), or under the local legal minimum age for work or mandatory schooling, whichever is higher.
   
   
4. Working Hours. Third Parties must adhere to all applicable work hours and overtime laws.
   
   
5. Wages and Benefits. Third Parties are expected to provide fair and competitive compensation and benefits to workers that, at a minimum, meet or exceed the requirements of applicable laws relating to wages, working hours, benefits and equal pay for equal work.
   
   
6. Freedom of Association. In accordance with applicable laws, Gogo expects Third Parties to allow workers to form and/or join trade unions and to bargain collectively. Third Parties must refrain from intimidation or retaliation against workers for exercising these rights.

D. Health and Safety

Worker health and safety is critical to the wellbeing of our workforce. Gogo expects Third Parties to provide and maintain a safe and healthy work environment for their workers by adhering to applicable local and national laws and integrating robust health and safety management practices into their businesses, which include but are not limited to:

1. Occupational Health, Safety and Hazard Prevention;
   
   
2. Implementation of Emergency Prevention, Preparedness and Response Plans;
   
   
3. Safe and Clean Working and Living Conditions;
   
   
4. Incident Management and Safety Reporting Mechanism; and
   
   
5. Ergonomics.

E. Ethical Business Practices

Gogo expects the highest standards of ethical conduct in every aspect of Third Parties’ operations and supply chains. This means implementing and adhering to their own written codes of conduct, consistent with the requirements of this Code, requiring their suppliers and business partners to adhere to the same standards, and maintaining effective compliance and ethics programs.

1. Antibribery and Anticorruption Laws; Gifts. Gogo will not tolerate corruption – bribery, kickbacks, “special favors,” or any other unethical practices. Corrupt arrangements with customers, suppliers, government officials, Gogo employees, or any other third parties are strictly prohibited. Third Parties must comply with all applicable laws including, without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010, and the anticorruption laws of the countries in which they conduct business, regardless of local customs.
   
   Under these laws, it is a crime to offer, give, promise, provide, request, receive, authorize or accept any improper payments, gratuities, gifts or anything of value, directly or through third parties,
   
   
   • to obtain or retain business,
   • to obtain an improper advantage, or
   • to obtain the improper performance (or non-performance) of a public function or a business activity from any person.
   
   When providing services on behalf of Gogo, Third Parties may not make expediting (or “facilitation payments”) to government officials.
   
   
2. Disclosure of Information. Supplier shall accurately record information related to its business activities, labor, health and safety and financial situation and shall disclose such information, without falsification or misrepresentation to Gogo, applicable governmental regulators and any other appropriate parties.
   
   
3. Protection of Data and Property. Pursuant to certain data privacy laws, including the General Data Protection Regulation (“GDPR”), Third Parties must safeguard all personal, confidential and/or proprietary information related to Gogo, our employees and customers, and protect against unauthorized access, disclosure, use, destruction, or alteration of any such data. Third Parties shall also protect Gogo’s intellectual property rights, technology know-how, trade secrets, and any other exclusive information shared during contract negotiations. Third Parties must also ensure that such information is used appropriately and only as allowed under applicable law and any agreements between Gogo and the Third Party.
   
   
4. Insider Trading. Insider trading is prohibited, and confidential information must not be used for personal gain.
   
   
5. Conflicts of Interest. Third Parties agree to disclose to Gogo any actual, potential, or perceived conflicts of interest prior to engaging in a business relationship with us and/or upon becoming aware of a conflict after a relationship has been established. This disclosure requirement includes conflicts between Gogo’s interests and the interests of a Third Party’s employees or its employees’ close relatives, friends, or associates.
   
   
6. Respecting the Environment and Natural Resources. Gogo is committed to protecting the environment and promoting environmental responsibility. We expect Third Parties to conduct business in a manner compatible with the environment and in accordance with applicable laws and to develop, implement and maintain environmentally responsible business practices at every level of the supply chain. Examples include taking steps to minimize solid waste by reducing, reusing, and recycling materials; disposing of hazardous substances in a responsible manner; encouraging conservation of resources and energy; managing water depletion and quality; establishing policies intended to protect the environment; and sourcing minerals in a responsible manner.¹
   
   
7. Fraud and Tax Evasion. In accordance with the U.K. Criminal Finances Act and the U.K. Economic Crime and Corporate Transparency Act, Third Parties must not engage in fraud or tax evasion or facilitate such fraud or tax evasion on behalf of others.

F. Grievance Mechanism

Gogo expects Third Parties to provide workers and other stakeholders access to effective, transparent and confidential processes to raise workplace concerns (e.g., an ethics hotline) and protection from retaliation. Should any Third Party or other external business partners become aware of violations of law, policy or ethical standards of conduct by Gogo employees, we encourage that they report their concerns through Gogo’s Ethics Hotline, which can be done anonymously by visiting https://gogo.alertline.com or by calling 1-866-607-1184. Gogo will review and investigate reported concerns and, where appropriate, will share information with Third Parties.

G. Additional Information

Should Third Parties or their employees may direct any questions or concerns regarding this Code or any activities that might be improper under this Code to Gogo’s Chief Compliance Officer by emailing Compliance@gogoair.com.

Third Parties who have entered into a business partnership with Gogo are deemed to have read this Code and agree to comply with both the letter and spirit of its contents. Failure to adhere to its requirements and standards may give rise to Gogo’s right to terminate such partnership.

Nothing contained in this Code is intended to alter the independent contractor relationship between Gogo and Third Parties, which, by virtue of the standard terms and conditions in Gogo’s supplier agreements, requires Third Parties to comply with this Code.

Notwithstanding anything to the contrary in this Code, Gogo’s policies, or any other agreement, Third Parties may communicate, cooperate or file a charge or complaint with the U.S. Securities and Exchange Commission (“SEC”) or any other governmental or law enforcement entity concerning possible violations of any legal or regulatory requirement, and may make disclosures, including providing documents or other information to any governmental entity, that are protected under the whistleblower provisions of any applicable law or regulation without notice to or approval of Gogo, so long as (1) such communications and disclosures are consistent with applicable law and (2) the information disclosed was not obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted by an attorney pursuant to the applicable federal law, attorney conduct rules or otherwise). Gogo will not limit a Third Party’s right to receive an award for providing information pursuant to the whistleblower provisions of any applicable law or regulation to the SEC or any other government agency. Any provisions of any agreement between Gogo and any current or former Third Party that is inconsistent with the above language or that may limit the ability of any Third Party to receive an award under the whistleblowing provisions of applicable law is deemed invalid and will not be enforced by Gogo.

¹ U.S. law requires Gogo to file disclosures with the US Securities and Exchange Commission related to products it manufactures – or contracts to manufacture – containing conflict minerals, which include cassiterite, columbite-tantalite, gold, wolframite and their derivatives, which are limited to tin, tantalum, tungsten and gold (“3TG”). Gogo’s Conflict Minerals Position Statement is available here: https://www.gogoair.com/policies/conflict-minerals-position-statement). Gogo expects Third Parties to exercise due diligence, in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains and Minerals from Conflict-Affected and High-Risk Areas (Third Edition).

Gogo Business Aviation Third Party Code of Conduct Policy (PDF)