The Company’s relationships with suppliers must be based on lawful, efficient and fair practices. We expect our suppliers to obey the laws that require them to treat workers fairly, provide a safe and healthy work environment and protect environmental quality. Following the Company guidelines helps ensure that our supplier relationships will not damage the Company’s reputation.
•COMPLY WITH APPLICABLE LAWS and government regulations covering supplier relationships.
•DO BUSINESS only with suppliers that comply with local and other applicable legal requirements and the Company guidelines relating to labor, the environment, health and safety.
•FOLLOW GOVERNMENT ACQUISITION REGULATIONS when purchasing materials and services for fulfilling government contracts.
•PROVIDE A COMPETITIVE OPPORTUNITY for suppliers to earn a share of the Company’s purchasing volume, including small businesses and businesses owned by the disadvantaged,minorities, women and disabled veterans.
•SAFEGUARD THE COMPANY’S CONFIDENTIALAND PROPRIETARY INFORMATION with a confidentiality agreement, and safeguard any supplier-provided information protected by any confidentiality agreement.
•SAFEGUARD “PERSONAL DATA” obtained from suppliers.
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International Trade Controls |
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WHAT TO KNOW
International trade control (ITC) laws affect the transmission of goods, services and technology across national borders. These laws apply to many aspects of the Company’s operations — not just the shipment of products. Exchanges of information across national boundaries are also subject to trade controls. The Company must comply with all applicable trade control laws, including those of China and the United States.
WHAT TO DO
•FOLLOW RELEVANT ITC REGULATIONS and the Company procedures as they relate to importing and exporting goods, technology, software, services and financial transactions.
•REPORT ALL RELEVANT INFORMATION to ensure accurate and complete import declarations. Ensure the Company or its agent provides accurate and complete information to government authorities.
•CHECK THE EXPORT CLASSIFICATION of the product, software or technology prior to export to determine whether special authorization is required.
•SCREEN YOUR TRANSACTIONS AND BUSINESS PARTNERS against all applicable rules that restrict transactions with certain sanctioned countries, persons and prohibited end uses (watchlists).
•DO NOT COOPERATE WITH ANY RESTRICTIVE TRADE PRACTICE or boycott that is prohibited or penalized under applicable laws.
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Money Laundering Prevention |
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WHAT TO KNOW
People involved in criminal activity — e.g., terrorism, narcotics, bribery, and fraud — may try to “launder” the proceeds of their crimes to hide them or make them appear legitimate. More than 100 countries now have laws against money laundering, which prohibit businesses from conducting transactions that involve proceeds of criminal activities.
The Company is committed to complying fully with all anti-money laundering laws throughout the world. The Company will conduct business only with reputable customers involved in legitimate business activities, with funds derived from legitimate sources. The Company will implement a risk-based “Know Your Customer” due diligence procedure calibrated to the risk in question, so that employees can take reasonable steps to prevent and detect unacceptable and suspicious forms of payment. Failing to detect customer relationships and transactions that place the Company at risk can severely damage the Company’s integrity and reputation.
WHAT TO DO
•COMPLY WITH ALL APPLICABLE LAWS and regulations that prohibit money laundering and that require the reporting of cash or suspicious transactions. Understand how these laws apply to your business.
•FOLLOW YOUR BUSINESS’ “KNOW YOUR CUSTOMER” PROCEDURES.
•Collect and understand documentation about prospective customers, agents and business partners to ensure that they are involved in legitimate business activities and their funds come from legitimate sources.
•FOLLOW YOUR BUSINESS’S RULES concerning acceptable forms of payment. Learn the types of payments that have become associated with money laundering (for example, multiple money orders or travelers checks, or checks on behalf of a customer from an unknown third party).
•IF YOU ENCOUNTER A WARNING SIGN of suspicious activity, raise your concern with a Company money transfer specialist or lawyer and be sure to resolve your concern promptly before proceeding further with the transaction. Ensure the resolution is well documented.
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Complying with Competition Laws |
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WHAT TO KNOW
Competition and antitrust laws:
•Prohibit agreements or understandings between competitors that undermine competition;
•Regulate the behavior of dominant companies; and
•Require prior review and in some instances clearance for mergers, acquisitions and certain other transactions, in order to prevent transactions that would substantially reduce competition.
These laws are complex, and global in reach, and can operate differently in any particular situation. The Company has specific guidelines on addressing contacts with competitors, obtaining and handling data about competitors, participating in trade and professional associations, design institutes, and standards setting and product certification organizations. In addition, it is often essential that you involve legal counsel early in the process of developing new commercial initiatives given the many uncertainties that arise in the application of these laws.
WHAT TO DO
OMPLY with all applicable competition laws and regulations as well as competition law decrees, orders and agreements with any competition regulator about how business will be conducted.
REVIEW AND UNDERSTAND COMPANY policies and procedures, and if you have questions or issues, bring them up with Company compliance or legal resources.
DO NOT propose or enter into agreements or understandings — expressed or implied, formal or informal, written or oral — with any competitor regarding any aspect of the competition between the Company and the competitor. Do not discuss with a competitor or competitor representative:
• prices
• bids
• sales territories, allocation of customers or product lines
• terms or conditions of sale
• production, sales capacity or volume
• costs, profits or profit margins
• market share
• product or service offerings
• customer or supplier classification
• distribution methods
DO NOT propose or enter into agreements with anyone (including competitors, agents, brokers or customers) regarding whether to submit a bid or the terms of a bid where there is an understanding that the bid is submitted for any purpose other than winning the business.
AVOID CONTACTS of any kind with competitors that could create the appearance of improper agreements or understandings.
DO NOT propose or enter into agreements or understandings with suppliers that restrict the price or other terms at which Company may resell or lease any product or service.
CONSULT with Company legal counsel to help reduce the risks of noncompliance in the evaluation of any proposed merger, acquisition, joint venture or any other business arrangement that could raise competition law issues (examples of arrangements that need to be discussed with counsel are listed in “What to Watch Out For” below).
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Improper Payments |
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WHAT TO KNOW
An improper payment to gain advantage in any situation is never acceptable and exposes you and the Company to possible criminal prosecution. The Company expressly prohibits improper payments in all business dealings, with government or the private sector.
Improper payments should not be confused with reasonable and limited expenditures for gifts, business entertainment and customer travel and living expenses directly related to the promotion of products or services or the execution of a contract. These payments are acceptable, subject to the specific Company guidelines.
WHAT TO DO
•BEFORE GIVING A GIFT, engaging in customer entertainment or reimbursing customer travel expenses, make sure you understand applicable legal requirements, the customer’s own rules and the Company guidelines.
•MAKE SURE RECORDS OF SUCH EXPENDITURES accurately reflect the true nature of the transaction.
•NEVER OFFER A BUSINESS COURTESY, such as a gift, contribution or entertainment, under circumstances that might create the appearance of an impropriety.
•NEVER OFFER, PROMISE, PAY OR AUTHORIZE anything of value (such as money, goods or services) to a government official or employee of a customer to obtain or retain an improper advantage.
•NEVER GIVE A GRATUITY or other payment to government officials or employees to expedite a routine administrative action without fully disclosing it to the Company General Manager
•REQUIRE ANY PERSON OR FIRM
•WHO REPRESENTS THE COMPANY (such as a consultant, agent, sales representative, distributor or contractor) to comply with this policy and related laws.
•FOLLOW YOUR BUSINESS’ DUE
•DILIGENCE PROCEDURES when selecting persons or firms to represent the Company.
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Conflicts of Interest |
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On the job or in your free time, nothing you do should conflict with your responsibilities for the Company. In addition, no activity at work or at home should hurt the Company’s reputation or good name. Misusing Company resources or influence is also prohibited. Even when nothing wrong is intended, the appearance of a conflict can have negative effects. It is crucial to consider how your actions might appear, and to avoid the perception of a conflict of interest.
•DISCLOSE (in writing to your manager and to Company legal counsel) all of your outside activities, financial interests or relationships that may either present a conflict or the appearance of one.
•USE GOOD JUDGMENT in all personal and business dealings outside your job with the Company.
•AVOID ACTIONS OR RELATIONSHIPS that may cause potential conflicts or create the appearance of a conflict with your job or the Company’s interests.
•DO NOT MISUSE or use for personal gain Company resources, intellectual property, time or facilities — this includes office equipment, e-mail and computer applications.
• DO NOT TAKE for yourself personally any opportunities that the Company could have an interest in that are discovered through the use of the Company position, information or property.
•GET APPROVALS before accepting officer or director positions with an outside business while you are a Company employee.
•GET YOUR MANAGER’S APPROVAL when accepting not-for-profit board positions, particularly if the organization has a Company relationship or might expect Company financial or other support.
