Probably the
worst thing to do is to cover up a problem. Attempts to conceal
even a minor violation by altering or destroying Company records
can result in civil and criminal penalties that are worse than the
penalty for the original offense.
The
goal of our Company is to reinforce a positive work environment
where doing the right thing, thereby protecting yourself from the
negative consequences of illegal behavior, is the easy thing to
do.
Reporting Non-compliance
If
you have any knowledge of a violation of our Code of Business
Conduct, you have an obligation to report it to your manager
or supervisor or to another appropriate person. You may report
violations knowing that the Company will not allow retaliation for
reporting concerns in good faith. Retaliation for good faith
reporting is itself a violation of this Code. Again, refer to the
Getting Help section of this Code for more information on how you
can report non-compliance situations.
Dignity
and Respect
You and your ideas create value and success for
the Company. We must value and respect the unique character and
contribution of each employee. Treating each other with dignity
and respect is the foundation of good business conduct.
Diversity
We promote diversity within our work force.
Diversity of people and ideas will provide the Company with a
business advantage. We believe diverse companies will compete more
successfully in today’s world economy.
Discrimination
Discriminating against any employee or person
with whom we do business on the basis of factors such as age,
race, color, religion, gender, national origin, disability, or
other legally protected status is not permitted.
Workplace
Harassment and Violence
Harassment and violence in the workplace are
strictly prohibited and will not be tolerated. Conduct that
creates an unwelcome or uncomfortable situation or hostile work
environment such as unwelcome advances or requests for sexual
favors, inappropriate comments, jokes, intimidation, bullying, or
physical contact may be forms of workplace harassment. Employees
should avoid any actions or words that might be interpreted by
another as harassment or a threat of violence.
Safety
and Health
We are committed to providing a safe and healthy
workplace. Each of us is responsible for observing all of the
safety and health rules that apply to our jobs. We are all
responsible for taking precautions to protect ourselves and our
fellow employees from accident, injury or any unsafe condition.
Additionally, each of us must promptly report unsafe or unhealthy
conditions and take steps to correct those conditions immediately.
Alcohol/Substance
Abuse
We are committed to a workplace free of
substance abuse. We jeopardize ourselves and each other if we
report to work impaired by the influence of alcohol or drugs. The
use, possession, or distribution of unauthorized drugs or alcohol
on Company time or on Company premises is prohibited. Employees
are encouraged to seek treatment for alcohol and substance abuse
problems.
Clients
Each
of us has important responsibilities to our clients. While some of
us are closer to clients than others, we all should think in terms
of how our clients feel about how we conduct business and we
should act accordingly.
Clients
depend on us to be true to our word. Nothing undermines our
reputation faster than misrepresenting ourselves. Simply put,
those who do business with us deserve honest, accurate, and clear
communication. They also deserve and need to know that we keep our
promises. Equally, clients and suppliers need to be aware of our
standards and expectations regarding ethics and business integrity
and should be encouraged to help us uphold them.
Communities
We
are privileged to do business in many communities. As citizens of
those communities, we must always act responsibly. This means
conducting our operations safely, and being prepared for
emergencies that may occur. We give back to our communities by
actively supporting and participating in civic and charitable
causes.
Protecting
Company Assets
We are each entrusted with Company assets and
honoring that trust is a basic responsibility to each other and to
our Company. We must protect Company assets from loss, damage,
misuse, or theft. This includes our time when compensated by the
Company. Our Company assets may be used only for Company business
purposes, unless specifically authorized by management.
Protecting
Our Good Name
It takes each of us—one person at a time and
one action at a time—to protect our name and our reputation.
Part of protecting our name and reputation is living up to the
standards found in this Code of Business Conduct. We must be
careful to only use our name and logo for authorized Company
business and never in connection with personal activities or
personal communication.
Business
Records and Communications
When we create or maintain reports, records and
communications, we are also responsible for the integrity of those
records. We must not make false or misleading entries in Company
books or records. All financial reports, sales reports, expense
reports, time sheets, production records, and other similar
documents must be accurate. If you are uncertain of the validity
of an entry or report, raise your concern to the best source for
correcting it. Never allow yourself to be part of a chain of
incorrect information.
Whenever you write a memo, leave a voice mail or send an e-mail,
you create a record. These records are not private. Communicate in
a way that you would be comfortable if you read what you said or
wrote later in a newspaper or court of law.
We will dispose of documents in accordance with our Records
Management Policy. We will never destroy or alter any documents or
records in response to any investigation, suspected investigation
or lawful request.
Confidential
Information
Protecting confidential information, one of our
most valuable assets, is part of our obligation to our Company.
Confidential information includes proprietary technical
information, business plans, status of operations and equipment,
clients information of detailed financial data, and all other
non-public business information that would be of use to
competitors or harmful to the Company if made public. We must not
disclose confidential information about the company or Clients to
anyone outside the Company in a manner that could benefit our
competitors or harm the Company or our Clients.
In many instances, we should require written
confidentiality agreements with the party to whom we will be
disclosing such information. If you have questions about the
confidentiality of information or the need for a confidentiality
agreement, seek advice from the V.P. of Administration. Avoid
unnecessary discussion of confidential information in public
places and with individuals who have no need to have the
information. We must protect our information by appropriate use of
reasonable security measures.
Protecting the confidential information of our
employees and our customers is also of the greatest importance.
Great care should be taken by anyone who handles such information.
Additionally, we should never try to persuade others to violate
the confidentiality of other corporations or competitors. The
responsibility to preserve confidential information continues even
after employment with the Company ends.
Inside
Information
Stocks and other securities are publicly traded
and their market prices are based on public knowledge of our
Company. Investors could gain an unfair advantage through material
inside, non-public information that might affect their decisions
to buy or sell securities. Trading on, or “tipping” others
about material non-public information about the Client, or the
companies we do business with could result in serious civil and
criminal penalties for individuals and the Company. Always seek
advice from the V.P. of Administration if you are unsure about the
legality of a transaction.
Conflict
of Interest
Business decisions and actions on behalf of our
Company must never be influenced by personal considerations or
personal relationships. We must never use our position or Company
information to create personal or family benefit. A conflict of
interest may occur when family members or close personal friends
are involved in business relationships with you, either inside or
outside the Company, or when you or a family member has direct or
indirect personal or financial interest in any business issue that
is under consideration. It may also occur when outside interests
interfere with our ability to do our jobs to the satisfaction of
the Company. It is also prohibited to acquire an interest in
property or other assets if we learn about these assets through
our work at our Company, without first offering the opportunity to
our Company.
Where even the appearance of conflict may exist,
seek guidance from your manager or supervisor.
Gifts and Entertainment
Gifts, meals and entertainment are a common
practice in business, and can help us build better relationships
with customers, vendors and other business allies. Although world
customs about gifts and entertainment vary, one principle is clear
and common: no gift, favor or entertainment should be accepted or
provided if it will obligate, appear to obligate or is intended to
obligate or influence the recipient. Think about what other
employees will think about your actions and what kind of example
you are setting.
The types of gifts and entertainment that are appropriate to give
or receive as a Company employee depend on many factors. If the
gift, meal or entertainment in question is lavish or frequent or
unusual for the receiver’s job or community, it is probably not
acceptable. If you’re in the middle of negotiations or bid
evaluation, extra care is merited. Never request or solicit
personal gifts, favors, entertainment, or services. Never offer or
accept gifts of cash or cash equivalents such as securities.
Travel
Business travel requires each of us to know and
follow current travel and business expense reporting policies of
the Company. We generally should not accept free transportation
from vendors, suppliers, clients or those who wish to be vendors,
suppliers, or customers.
The
Letter and Spirit
Legal standards of conduct act as our minimum
acceptable level of conduct. Obviously we must obey the law, but
we strive for a higher standard. The spirit of our Code of
Business Conduct reaches out to all of us to act in special
ways.
Knowing when something just doesn’t feel right
is often our only clue. Our Company cannot reproduce and
distribute every law or rule that exists everywhere we do
business. While this Code of Business Conduct is framed by
our experience with
U.S.
law; the principle of doing the right thing and following
applicable law applies to every country in which we do business.
We must all grasp the intent and the spirit of our Code of
Business Conduct and seek advice and counsel whenever we are
uncertain about our choices of action.
Antitrust
and Fair Competition
We will compete vigorously and comply with all
applicable antitrust and fair competition laws. These laws
generally prohibit agreements that tend to restrict competition
(such as agreements between competitors as to their pricing,
bidding, production, supply, and client practices), as well as a
variety of forms of unfair conduct that may tend to create a
monopoly. Because antitrust and fair competition laws are
far-reaching and often complicated, you should seek legal advice
before taking any action that may fall within the scope of the
antitrust laws.
Anti-corruption
Laws
We will honor all anti-corruption laws around
the world, including the U.S. Foreign Corrupt Practices Act that
applies everywhere we do business. These laws generally forbid
bribes and corrupt payments to government officials or
representatives. Making minor “facilitating” payments to
foreign government officials in some countries to expedite the
performance of routine governmental action may not violate
U.S.
law. You should consult with your supervisor or the Law
Organization before making or authorizing any such payments, or
any payment that may be viewed as improper. These laws also
require all of our business records to be accurate and honest.
Political
Activities
U.S.
law generally prohibits corporate contributions of any kind to a
candidate, political party, or political committee in connection
with a
U.S.
federal election. Where contributions of Company funds to
candidates or political committees are permitted by law, such
contributions must be coordinated with Governmental Affairs.
Contributions in kind, such as use of Company facilities,
aircraft, automobiles, computer and mail services, or use of
Company personnel are prohibited.
Lobbying activity on behalf of the interests of
our Company is permissible, but highly regulated by law. Employees
who communicate with government officials and employees on issues
that affect our Company should contact the Law Organization to
ensure that such activities fully comply with the law and that our
Company’s lobbying efforts are coordinated.
We respect the right of each of our employees to
participate in the political process and to engage in political
activities of his or her choosing. While involved in their
personal civic and political affairs, however, employees must at
all times make clear that their views and actions are their own,
and not those of the Company. Employees may not use Company
resources to support their choice of political parties, causes, or
candidates.
