Code of Business Conduct
This Code of Business Conduct covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees and directors of the Company. All of our employees and officers must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.
If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation. Employees and directors are responsible for understanding the legal and policy requirements that apply to their jobs and reporting any suspected violations of law, this Code or Company policy.
Those who violate the standards in this Code will be subject to disciplinary action, including possible dismissal. Furthermore, violations of this Code may also be violations of the law and may result in civil or criminal penalties for you, your supervisors and/or the Company.
The basic principles discussed in this Code are subject to any Company policies covering the same issues.
1 - Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees and directors must respect and obey the laws, rules and regulations of the cities and states in which we operate. Although employees and directors are not expected to know the details of each of these laws, rules and regulations, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.
2 - Conflicts of Interest
A "Conflict of Interest" exists when a person’s private interest interferes in any way – or even appears to interfere – with the interests of the Company. A conflict situation can arise when an employee or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee of director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and directors and their family members by the Company may create conflicts of interest and in certain instances are prohibited by law.
It is a conflict of interest for a Company employee to work for a competitor, customer or supplier. You should avoid any direct or indirect business connection with our customers, suppliers, competitors, except as required on our behalf.
Conflicts of interest are prohibited as a matter of Company policy, except as approved by the Board of Directors.
3 - Insider trading
All non-public information about the Company should be considered confidential information. Employees and directors who have access to confidential information about the Company or any other entity are not permitted to use or share that information for trading purposes or for any other purpose except the conduct of the Company’s business. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal.
4 - Corporate Opportunities
Employees and directors are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee or director may use corporate property, information, or position for personal gain, and no employee or director may compete with the Company's interests when the opportunity to do so arises.
5 - Competion and Fair Dealing
We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee and director should endeavor to respect the right of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other illegal trade practice.
No employee or director is permitted to engage in price fixing, bid rigging, allocation of markets or customers, or similar illegal anti-competitive activities.
To maintain the Company’s valuable reputation, compliance with our quality processes and safety requirements is essential. All inspection and testing documents must be handled in accordance with all applicable specifications and requirements.
The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given provided or accepted by any Company employee or director, family member of an employee or director, or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is reasonable in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws, regulations or applicable policies of the other party’s organization. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.
5 - Political Contributions
Except as approved in advance by the Chief Executive Officer or Chief Financial Officer, the Company prohibits political contributions (directly or through trade association) by the Company or its business units. This includes: (a) any contributions of Company funds or other assets for political purposes, (b) encouraging employees to make any such contribution; or (c) reimbursing an employee for any contribution.
Individual employees are free to make personal political contributions as they see fit.
7 - Discrimination and Harassment
The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, color, religion, sex, national origin or any other protected class. For further information you should consult the appropriate Company policy.
8 - Health and Safety
The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted.
Employees are expected to perform their Company related work in a safe manner, free of the influences of alcohol, illegal drugs or controlled substances. The use of illegal drugs in the workplace will not be tolerated.
9 - Environmental
The Company expects its employees to follow all applicable environmental laws and regulations. If you are uncertain about your responsibility or obligation you should check with your supervisor or unit manager for guidance.
10 - Record Keeping, Financial Controls and Disclosures
The Company requires honest, accurate and timely recording and reporting of information in order to make responsible business decisions.
All business expense accounts must be documented and recorded accurately in a timely manner. If you are not sure whether a certain expense is legitimate, ask your controller. Policy guidelines are available from your controller.
All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions, must be promptly disclosed in accordance with any applicable laws or regulations and must conform both to applicable legal requirements and to the Company’s system of internal controls.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, or inappropriate characterizations of people and companies that may be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the Chief Executive Officer.
11 - Confidentiality
Employees and directors must maintain the confidentiality of proprietary information entrusted to them by the Company or its customers or suppliers, except when is authorized in writing by the Chief Financial Officer or required by laws or regulations. Proprietary information includes all non-public information that might be of use to competitors or harmful to the Company or its customers or suppliers if disclosed. It includes information that suppliers and customers have entrusted to us. The obligation to preserve proprietary information continues even after employment ends.
12 - Protection and Proper Use of Company Assets
All employees and directors should protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company assets should not be used for non-Company business.
The obligation of employees to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of Company policy. It could also be illegal and result in civil or criminal penalties.
13 - Payments to Government Personnel
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. Never give or authorize directly or indirectly any illegal payments to government officials of any country. While the FCPA does, in certain limited circumstances, allow nominal “facilitating payments” to be made, any such payment must be discussed with local management and the Chief Financial Officerbefore any such payment can be made.
In addition, the U.S. government has a number of laws and regulations regarding business gratuities, which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but is also a civil or criminal offense. State and local governments, as well as foreign governments, often have similar rules.
14 - Reporting any Illegal or Unethical Behavior
Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed behavior, which they believe may be illegal or a violation of this Code of Conduct or Company policy or when in doubt about the best course of action in a particular situation. Directors are encouraged to talk with the Company's legal counsel in such instances. It is the policy of the Company not to allow retaliation for reports made in good faith by employees of misconduct by others. Employees and Directors are expected to cooperate in internal investigations of misconduct.
17 - Improper Influence on Conduct of Auditors
You are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include but are not limited to those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor: (1) to issue or reissue a report on the Company’s financial statement that is not warranted in the circumstances (due to material violations of generally accepted accounting principles, generally accepted auditing standards or other professional or regulatory standards); (2) not to perform audit, review or other procedures required by generally accepted auditing standards or other professional standards; (3) not to withdraw an issued report; or (4) not to communicate matters to the Company’s Audit Committee.
18 - Financial Reporting
As a public company, it is necessary that the Company’s filings with the United States Securities and Exchange Commission be accurate and timely. The Company expects employees and directors to take this responsibility very seriously and provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.
The Company’s policy is to comply with all financial reporting and accounting regulations applicable to the Company. If any employee has concerns or complaints regarding accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns to their supervisors.
19 - Annual Acknowledgement
To help ensure compliance with this Code of Business Conduct, the Company requires that all exempt salaried employees and directors review the Code of Business Conduct and acknowledge their understanding and adherence in writing on an annual basis.