Code of Conduct and Ethics

Our Code of Conduct and Ethics sets high standards of integrity and ethics for all directors, officers, and employees of Westway Group, Inc. A copy of our Code of Conduct and Ethics is posted below.

A toll-free assistance line is available for reporting any potential violations of the Code of Conduct and Ethics, any questionable accounting or auditing matters, or any other ethics, accounting, or legal compliance issues. Reports may be made anonymously, through communications with Global Compliance, a third-party provider, by using the Westway Group, Inc. Workplace Alert Program on the internet at https://westwaygroup.alertline.com/ or by telephone at 1-800-721-7234. Communications will be kept confidential to the extent feasible. Employees may also contact our Chief Executive Officer or Chief Financial Officer directly.

WESTWAY GROUP, INC.

CODE OF CONDUCT AND ETHICS

(As of October 1, 2010)

Introduction

In order to assure the proper and ethical performance of our business and to maintain the confidence of the public, our customers and our shareholders in Westway Group, Inc. and our subsidiaries (collectively, "Westway"), all of our directors, officers and employees are expected to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities, to comply with applicable laws, rules and regulations and to avoid misconduct and conflicts of interest and the appearance of conflicts of interest. To promote these standards and values, our Board of Directors has established and adopted this Code of Conduct and Ethics (this "Code") to provide guidance concerning the standards of ethical conduct by and responsibilities of our directors and persons employed by us or our subsidiaries.

This Code outlines the broad principles of legal and ethical business conduct embraced by Westway. However, a written code cannot answer all questions raised in the context of business relationships. Therefore, this Code must be applied using common sense and good judgment. Issues with respect to conflicts, legality or ethics may not always be clear cut and officers and employees should consult with higher levels of management or our Chief Executive Officer or Chief Financial Officer (each an "Ethics Policy Compliance Officer"). Directors should discuss the matter with an Ethics Policy Compliance Officer or outside counsel.

Ethical Principles and Corporate Values

The nature of our business requires careful observance of applicable laws and regulations. High standards of conduct and personal integrity are essential for us to maintain the confidence of our shareholders, customers, employees, and the general public. In order to ensure that we and all of our directors, officers and employees embrace and promote sound ethical business practices, we require that you agree to:

  • Act with honesty and integrity;

  • Avoid actual or apparent conflicts of interest in personal and professional relationships;

  • Comply with rules and regulations of federal, state and local governments, and other appropriate regulatory agencies, including by avoiding making false statements, or committing acts of fraud, theft, embezzlement, and deceit;

  • Act in good faith, responsibly, and with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be impaired;

  • Provide information that is accurate, omplete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents; and

  • Promptly report any conduct that you believe to be a violation of law or business ethics or any provision of this Code, including any transaction or relationship that reasonably could be expected to give rise to a conflict of interest, to an Ethics Policy Compliance Officer, or anonymously to Global Compliance, a third-party provider, by using the Westway Group, Inc. Workplace Alert Program available on the internet at https://westwaygroup.alertline.com/ or by telephone at 1-800-721-7234. Communications will be kept confidential to the extent feasible.

Compliance with Laws, Rules and Regulations

You are required to respect and obey the laws of the cities, states and countries in which Westway operates. Although you are not expected to know all the details of all laws in these jurisdictions, it is important to familiarize yourself enough with the laws applicable to your duties for Westway to enable you to determine when to seek advice from supervisors, managers or other appropriate Westway representatives, including an Ethics Policy Compliance Officer. Perceived pressures from supervisors or demands due to business conditions are not excuses for violating the law.

Anti-Corruption and Anti-Bribery Laws

Westway's Board of Directors and management are committed to preventing bribery. Bribery is never acceptable. Westway and all of its officers, directors and employees are expected to comply with anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act and the Bribery Act, which was enacted in the UK in 2010, will become effective in April 2011.

The Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act (the "FCPA") contains two principal parts. First, the FCPA makes it a criminal offense to pay, offer, or give anything of value to a foreign official, a foreign political party (or official thereof) or candidate for foreign office, for the purpose of influencing the decisions of those officials, parties or candidates. This is true regardless of the fact that payments and gifts may be widely accepted or even seems necessary in the country in question. Second, the FCPA sets forth record keeping and accounting requirements that require Westway to maintain records that accurately and fairly reflect all transactions and dispositions of assets.

Criminal penalties for violating the FCPA can be severe. A corporation may be fined as much as $2,000,000 per violation. A director, shareholder, employee or other agent of a corporation may be fined as much as $250,000 and imprisoned for up to five years. A corporation is not permitted to reimburse any officer, director, shareholder, employee or agent against whom a fine is imposed.

The Bribery Act

The Bribery Act makes it an offense for any person to give or receive a bribe (including offering or promising a bribe and requesting or agreeing to receive a bribe) or bribe a public official, or for a commercial organization to fail to prevent bribery. Penalties for violations of the Bribery Act include unlimited fines and up to ten years in prison.

If you have any questions about the FCPA, the Bribery Act or any other anti-bribery law, or their applications to Westway's business affairs or to any particular conduct, contact an Ethics Policy Compliance Officer immediately.

Conflicts of Interest

Duty to Avoid and Report Conflicts

A conflict of interest exists whenever you or a member of your immediate family has a personal interest in any entity or matter that may influence a decision or cloud your judgment in the discharge of your responsibilities to Westway. For purposes of this Code, your immediate family means your spouse, parents, stepparents, children, stepchildren, siblings, mothers and fathers-in law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than a tenant or employee) who shares your home. It is your duty to avoid situations from which you or an immediate family member might benefit personally, directly or indirectly, or that give the perception that you or an immediate family member is benefitting personally, from business decisions, use of our facilities or from relationships with our customers, vendors or contacts. Following are specific reporting procedures with respect to conflicts of interest applicable to employees, executive officers and directors.

Employee - An employee, other than a director or an executive officer, who has an actual or potential conflict of interest, shall report the conflict to his or her immediate supervisor. Upon receiving such a report, the supervisor will assume the responsibility for handling the matter for which the conflicted employee has a conflict.

Executive officer - An executive officer who has an actual or potential conflict of interest shall report the conflict to the Board of Directors. Upon receiving such a report, the Board of Directors or any authorized committee thereof may either (1) waive the conflict and allow the conflicted officer to continue his duties with respect to the matter at issue, or (2) appoint another executive officer to perform all duties of the conflicted officer with respect to such matter. In fulfilling the duties of the conflicted officer, the appointed officer shall report to the Board of Directors if he or she feels that he or she is being unduly influenced by the conflicted officer. The Board may take any action that it deems necessary and appropriate upon receiving such a report.

Director - A director must disclose any actual or potential conflict of interest to the other members of the Board of Directors and must recuse himself or herself from participation in any decision concerning a matter in which there is a conflict or potential conflict between his or her personal interests and the interests of Westway.

It is not possible to describe every circumstance that may give rise to a conflict of interest. Following are several examples of potential conflicts of interest:

  • Owning an interest in any outside concern that has a present or prospective business relationship with, or is a competitor of, Westway.

  • Engaging in business dealings on behalf of Westway with any outside concern where the employee or his or her relative has a substantial financial interest.

  • Providing management or consulting services to an organization that does business with, or is a competitor of, Westway.

  • Requesting or receiving any payment, loan, gift, or other benefit from a customer or supplier as an inducement to take actions favorable to such supplier or customer or actions that might be unfavorable to a competitor of a customer or supplier.

  • Disclosing, misappropriating, or using Westway's confidential information for matters unrelated to the proper performance of your assigned duties.

  • Competing with Westway, directly or indirectly, in the purchase, sale, or leasing of property or interests in property.

  • Acquiring an interest in property or assets whose value may be affected by actions taken by Westway.

When dealing with a potential conflict of interest, if there is any doubt about how a relationship might be perceived, it should be disclosed to your supervisor, if you are an employee other than an executive officer or a director, or to the Board of Directors, if you are an executive officer or a director. The Audit Committee of the Board of Directors must review and approve all transactions between Westway and a director or executive officer or a member of their immediate family.

Westway Business Opportunities

Except as described below, you must not take advantage of any corporate opportunity belonging to Westway, unless Westway has rejected it. You should disclose any such corporate opportunity to your supervisor, if you are an employee other than an executive officer or director, or to the Board of Directors, if you are an executive officer or a director.

Confidential Information

Information Regarding Westway and Others

Employees, officers and directors must maintain the confidentiality of information entrusted to them by Westway or other companies, including our suppliers and customers, except when disclosure is authorized by a supervisor or legally mandated. Unauthorized disclosure of any confidential information is prohibited. Additionally, employees should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to Westway or another company, is not communicated within Westway, except to employees who have a need to know such information to perform their responsibilities for Westway. In the event you have executed confidentiality agreement with Westway, such agreement imposes specific obligations and restrictions on you and such obligations shall govern to the extent they are, in any way, contrary to the terms of this Code.

Third parties may ask you for information concerning Westway. Employees, officers and directors (other than Westway's authorized spokespersons) must not discuss internal Westway matters with, or disseminate internal Westway information to, anyone outside Westway, except as required in the performance of their Westway duties and after an appropriate confidentiality agreement is in place. This prohibition applies particularly to inquiries concerning Westway from the media, market professionals (such as securities analysts, institutional investors, investment advisers, brokers and dealers) and security holders. All responses to inquiries on behalf of Westway must be made only by Westway's authorized spokespersons. If you receive any inquiries of this nature, you must decline to comment and refer the inquirer to your supervisor or one of Westway's authorized spokespersons.

Information Regarding Current or Former Directors and Employees

All requests for information regarding current or former directors or employees must be referred to our Human Resources Department. Our internal procedures and applicable laws limit the amount of information our Human Resources Department may provide.

Protection and Use of Company Assets

Employees should protect Westway's assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on Westway's profitability. The use of company funds or assets, whether or not for personal gain, for any unlawful or improper purpose is prohibited.

To ensure the protection and proper use of Westway's assets, you should:

  • Exercise reasonable care to prevent theft, damage or misuse of Westway's property;

  • Promptly report to your supervisor or another manager, or to an Ethics Policy

    Compliance Officer, any actual or suspected theft, damage or misuse of Westway's property;

  • Safeguard all electronic programs, data, communications and written materials from inadvertent access by others; and

  • Use Westway's property only for legitimate purposes, as authorized in connection with the employee's job responsibilities.

Irregular Activities

Consistent with Westway's pursuit of the highest ethical standards, misappropriation, fraud and other similar irregularities by employees are strictly prohibited. Examples of these types of
activities include, but are not limited to:

  • Any dishonest or fraudulent act

  • Embezzlement

  • Forgery or alteration of checks or other negotiable instruments of Westway

  • Receiving or paying any bribes or kickbacks

  • Misappropriation of Company property, services or employees

  • Personal use of cash, supplies or other property of Westway

  • Disclosure of confidential or proprietary information

  • Failing to accurately and completely maintain Westway's books and records

  • Falsification of Westway's records

If an employee, other than an executive officer or a director, is uncertain whether his or her conduct may constitute fraud, or if the employee is directed to take any action that he or she reasonably believes will constitute fraud, the employee should immediately contact an Ethics Policy Compliance Officer. If a director or executive officer is uncertain whether his or her conduct may constitute fraud, he or she should immediately contact the chairman of the Audit Committee.

Gifts, Gratuities and Entertainment

Westway employees, and persons having a personal relationship with them, are prohibited from accepting or offering kickbacks or bribes (which constitute an irregular activity prohibited by "Irregular Activities" above) or gifts of substantial value (which shall be determined in accordance with the recipient's position with Westway and gifts that are customarily given to similarly situated persons in Westway's lines of business) from or to actual or potential customers or suppliers, and any of their employees, agents or consultants. The giving or receiving of cash in any amount to induce the purchase or sale of goods and services is strictly prohibited. Moreover, an employee should not offer anything if he or she knows that the intended recipient is prohibited from accepting it by the intended recipient's own business code of conduct or similar policy. In addition, employees are prohibited from accepting gifts in excess of $100.00 from any given vendor.

Nothing in this Code is intended to prohibit employees from spending reasonable amounts for meals and other entertainment of customers and suppliers, which are ordinary and customary in our line of business. However, employees must be aware that the purpose of entertainment and gifts must be to create goodwill and good working relationships.

Insider Trading

In the course of your duties, you may become aware of "inside information" concerning Westway. This means material, non-public information that might have an effect on our stock price if the information were publicly known. At any time that you are aware of any material, non-public information relating to Westway, you may not, either directly or indirectly through family members or other persons, buy or sell any securities of Westway (other than pursuant to a pre-approved trading plan that complies with SEC Rule 10b5-1); engage in any other action to take personal advantage of that information; or pass that information on to others, including family and friends. Employees are strictly prohibited from providing inside information to other persons as this information might influence their trading activities or financial transactions.

Examples of "inside information" may include: expansion plans, major management changes, future dividend rates, declaration of stock spilt or offerings of additional securities, current or future earnings projections, new contract or projects, mergers, acquisitions or divestitures or other such material matters. It should be noted that either positive or negative information may be material.

You should also be aware that the same prohibition against insider trading applies to trading in the stock of our customers, suppliers or any other company if you have inside information about them.

You are also prohibited from trading in put options or in short selling or in any other trade which would gain from a decrease in our stock price.

It is your responsibility to understand laws and policies that may apply to you. We have adopted an "Insider Trading Policy" applicable to all employees. You are required to comply with that policy. In addition, directors, officers and designated personnel are subject to blackout periods, pre-clearance and other restrictions relating to the purchase and sale of Westway securities provided in the "Statement of Policy and Procedures Governing Trading in Securities by Senior Personnel."

Business Conduct

Business and Accounting Practices.

None of our funds or assets shall be used for unlawful purposes.

No unrecorded fund or asset shall be established or maintained for any purpose.

No false or misleading entries shall be made in our books and records for any purpose. All items of income or expense shall be appropriately recorded.

No payment by us shall be made with the intent or understanding that all or any part of such payment be used for any purpose other than that described in our books and records.

No payment on our behalf shall be approved without adequate supporting documentation or with the intention or understanding that all or any part of such payment is to be used for any purpose other than that described by the documents supporting the payment.

Compliance is required with generally accepted accounting principles and procedures and with established internal accounting controls and procedures.

We may require submission by directors and employees of reports or statements in compliance with this section, at such time or from time to time and in such form as we may specify.

None of our funds or assets is to be used to make any unlawful political contribution.

Information Security - Company Owned Computers and Software

The unauthorized use or duplication of computer software owned by us is strictly prohibited.

The use of computer software owned personally by employees on computer equipment
owned by us is prohibited, unless approved in advance by your supervisor.

Special Ethics Obligations for Employees with Financial Reporting Responsibilities

As a public company, it is critical that Westway's filings with the Securities and Exchange Commission ("SEC") be accurate and timely. Depending on your position with us, you may be called upon to provide information to assure that our public reports are complete, fair and understandable. We expect you to take this responsibility seriously and to provide prompt and accurate answers to inquiries related to our public disclosure requirements.

All directors, officers and employees bear a special responsibility for promoting our integrity. The CEO, the CFO and other employees who participate in the preparation or review of our SEC filings ("Participating Employees") have a special role both to adhere to these principles and also to ensure that our corporate culture ensures the fair and timely reporting of our financial results and condition.

Because of this special role, our CEO, CFO and all other Participating Employees are bound by the following standards and, by signing a Certificate of Compliance in the form specified by us, each agrees that he or she will:

  • Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships;

  • Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, government agencies and in other public communications made by us;

  • Comply with rules and regulations of federal, s tate and local governments, and other appropriate regulatory agencies;

  • Act in good faith, responsibly, and with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be impaired;

  • Promptly report to the Audit Committee conduct that the individual believes to be a violation of law or business ethics or of any provision of this Code, including any transaction or relationship that reasonably could be expected to give rise to a conflict of interest;

  • Promptly report to the Audit Committee material information that calls into question disclosures made by Westway in its filings with, or submissions to, the Securities and Exchange Commission or in other public communications;

  • Promptly report to the Audit Committee information concerning significant deficiencies or material weaknesses in the design or operation of Westway's "internal control over financial reporting" or other factors that could adversely affect Westway's ability to record, process, summarize, and report financial data; and

  • Promptly report to the Audit Committee any fraud, whether or not material, that involves management or other employees who have a role in Westway's financial reporting, disclosures or internal control over financial reporting.

Violations of these standards, including failures to report potential violations by others, are a serious matter that may result in disciplinary action, including termination of employment. If you believe that a violation of these standards has occurred, you should contact the Audit Committee. Employees may submit such information anonymously, and the Audit Committee will keep the identity of the source of such complaint confidential.

Reporting Violations

The procedures for handling concerns and complaints regarding questionable accounting or auditing matters are set forth below under the heading "Whistleblower Procedures and Enforcement."

Anyone who seeks advice raises a concern or reports misconduct or a violation of this Code is following the requirements of this Code and the desires of our Board of Directors. We encourage such action. Retaliation against anyone who makes a good faith report of misconduct is illegal and will not be tolerated.

Whistleblower Procedures and Enforcement

Reporting Illegal or Unethical Behavior

If you suspect or know of violations of this Code or illegal or unethical business or workplace conduct by employees, officers or directors then you have an obligation to report your concerns. You can make your report to your supervisor or superiors or to an Ethics Policy Compliance Officer. If the individuals to whom such information is conveyed are not responsive, or if there is a reason to believe that reporting to such individuals is inappropriate in particular cases, then you should make your report using the Westway Group, Inc. Workplace Alert Program. Such communications will be kept confidential to the extent feasible. A report of known or suspected violations of this Code may be made using the Westway Group, Inc. Workplace Alert Program on the internet at https://westwaygroup.alertline.com/ or by telephone at 1-(800) 721-7234. You may remain anonymous and will not be required to reveal your identify when using the Westway Group, Inc. Workplace Alert Program, although providing your identity may assist Westway in investigating your concern.

Accounting Complaints

Our policy is to comply with all applicable financial reporting and accounting regulations. Any director, officer or employee who has unresolved concerns or complaints regarding questionable accounting or auditing matters is encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise) to the Audit Committee using the Westway Group, Inc. Workplace Alert Program. Subject to its legal duties, the Audit Committee and the Board will treat such submissions confidentially. Such submissions may be directed to the Audit Committee using the Westway Group, Inc. Workplace Alert Program on the internet at https://westwaygroup.alertline.com/ or by telephone at 1-(800) 721-7234. You may remain anonymous and will not be required to reveal your identify in calls to the confidential ethics compliance hotline, although providing your identity may assist Westway in investigating your concern.

Enforcement

It is Westway's policy that any employee who violates this Code will be subject to disciplinary action, which may include termination of employment. Determination of the appropriate discipline will be based upon the facts and circumstances of each particular situation. An employee accused of violating this Code will be given an opportunity to present his or her version of the events at issue prior to any determination of appropriate discipline. Any employee who fails to report known or suspected violations by another employee may also be subject to disciplinary action, including termination of employment. Employees who violate governmental laws, rules or regulations or this Code may expose themselves to substantial civil damages, criminal fines and prison terms. Westway may also face substantial fines and penalties and may incur damages to its reputation and standing in the community. Your conduct as a representative of Westway, if it does not comply with governmental laws, rules or regulations or with this Code, can result in serious consequences for both you and Westway.

Non-Retaliation

All questions and reports of known or suspected violations of the law or this Code will be treated with sensitivity and discretion. Your supervisor, an Ethics Policy Compliance Officer and Westway will protect your confidentiality to the extent possible consistent with the law and Westway's need to investigate your concern. Westway strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. Any reprisal or retaliation against an employee because the employee, in good faith, sought help or filed a report will be subject to disciplinary action, including termination of employment. If you suspect that you have been retaliated against by your supervisors or co-workers for reporting suspected misconduct, you should immediately report your suspicion using the Westway Group, Inc. Workplace Alert Program on the internet at https://westwaygroup.alertline.com/ or by telephone at 1-(800) 721-7234.

Waivers of the Code

Waivers of this Code will be granted on a case-by-case basis. Waivers of this Code for employees other than executive officers and directors may be made only by an Ethics Policy Compliance Officer or by the Board of Directors. An employee seeking a waiver should consult his or her supervisor, who will discuss the request with an Ethics Policy Compliance Officer. Any waiver of this Code for our directors or executive officers (including our CFO) may be made only by our Board of Directors or the appropriate committee of the Board of Directors. Waivers will be disclosed to shareholders as required by the Securities Exchange Act of 1934 and the rules there under and, if Westway's stock is listed on the Nasdaq Global Market or the Nasdaq Capital Market, the applicable rules of the Nasdaq Stock Market.

Certifying Compliance

It is important for all employees to fully understand this Code and to utilize it regularly as questions and issues arise. We require annual certification of this policy by all members of the Board of Directors and all key management employees. The certification process is initiated and coordinated by an Ethics Policy Compliance Officer in conjunction with the internal audit department.

Conclusion

We conduct ourselves and our business dealings so as to comply with all applicable laws and regulations. Where the requirements of such laws and regulations are unclear, the advice of an Ethics Policy Compliance Officer or outside counsel must be sought to secure interpretation and to ensure compliance. You must understand our internal policies and procedures and the legal and regulatory framework within which we operate and must take those steps necessary to ensure that any persons working with or under your supervision understand them. You are urged to reread this Code from time to time to refresh your recollection of the statutory and regulatory matters and the policies outlined herein.

This Code may be amended or modified by our Board of Directors.

Click here for a comparison of Code of Conduct and Ethics ("Code") effective October 1, 2010 compared to code effective May 22, 2009