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Code of<strong>Business</strong><strong>Conduct</strong>and<strong>Ethics</strong>Leadingthe WayForward


Our VisionMODEC will be the global leader indelivering and operating innovativeand reliable floating productionsystems by developing skilled,proactive and committed teamsfocused on creating value.Our MissionWe deliver and operate high-quality,innovative floating productionsolutions for the offshore oil andgas industry. We do so by cultivatinga talented team that works withintegrity, communicates openly,serves the community and protectsthe environment.


A Message from OurPresident & CEOSince our founding in 1968, our success has been basedon hard work and an unwavering commitment tohonesty and integrity in everything we do. Today’sbusiness environment is complex and much haschanged in recent years. We have also changedand grown in significant ways. But one thingthat will never change is our beliefthat maintaining our good reputationdepends on each of us being personallyresponsible for our conduct. Our Codeof <strong>Business</strong> <strong>Conduct</strong> and <strong>Ethics</strong> providesinformation about our personal and corporateresponsibilities, including complying with the law andapplying our good judgment each and every day.An important step in meeting our day-to-daycompliance and ethics responsibilities is to be mindfulof our responsibilities to one another, to our businesspartners, to our shareholders and to the communitieswhere we work and live.Of course this Code cannot answer all of your questions or address every situation,which is why we have designated personnel and resources to answer questions andto follow-up when problems occur. If you are unsure of what to do in particularcircumstances or you are concerned that this Code or our policies are being broken,you have a responsibility to bring that to our attention. A problem cannot be resolvedunless it has been identified.I believe the quality of our people and our commitment to compliance and ethics will notonly enable us to succeed today but will also help us realize OUR VISION: MODEC will bethe global leader in delivering and operating innovative and reliable floating productionsystems by developing skilled, proactive and committed teams focused on creating value.Serving as President & CEO of MODEC, Inc., I reaffirm my commitment to compliance andfollowing these policies, and I trust all of my MODEC Group colleagues will do the same.Sincerely,Toshiro MiyazakiPresident & CEOMODEC, Inc.1


ContentsVision & Mission Statement......................Inside Front CoverMessage from Our President & CEO...................................1About This Code................................................................. 4Using Our Code of <strong>Business</strong> <strong>Conduct</strong> and <strong>Ethics</strong> 4Compliance with Laws and Our Standards 5Application of this Code 5Accountability and Discipline 6Waivers and Amendments 6Acknowledgement and Agreement 6Our Roles and Responsibilities...........................................7Guidelines for Decision-Making 7Employee Responsibilities 8Ethical Leadership 8Reporting Possible Violations and Asking Questions 9Contacting the MODEC <strong>Ethics</strong> Hotline 9Non-Retaliation Policy 10Cooperating with Regulators and Investigations 10Respect for the Rights of Others....................................... 11Human Rights 11Diversity and Equal Opportunity 12Harassment-free Workplace & Productive Work Environment 12Health, Safety, Environment, and Quality........................14HSEQ Management System 14Health, Safety, and Security 14Workplace Violence 15Alcohol and Drug Policy 16Environmental Stewardship 17Protection of Assets and Information..............................18Use of Company Assets 18Proper Use of Our Network and Information Technology 18Confidential Information 19Intellectual Property 21Gathering <strong>Business</strong> Intelligence 21Privacy and Personal Information 222


Accurate Books and Records 23Legal Holds 24Communicating with the Public 24Using Social Media 25Avoiding Conflicts of Interests......................................... 26Conflicts of Interest 26Self-Dealing and Corporate Opportunities 26Outside Employment 27Investments/Ownership Interests 27Family/Relative <strong>Business</strong> Relationships 27Participating in Civic and Charitable Organizations 27Receipt of Fees or Items from MODEC <strong>Business</strong> Partners 27Public Officials 27Supplier & Vendor Relations 28Insider Trading 29Anti-corruption, Anti-bribery & Gifts and Hospitality.... 30Combatting Bribery and Corruption 30Public Officials 30Third Party Intermediaries and <strong>Business</strong> Partners 31Facilitating Payments 31Gifts and Hospitality 32Gifts and Hospitality of Public Officials 32Payment or Reimbursement of Travel Expenditures 33Lobbying and Contributions 34Social Contributions 34Political Contributions 34Anti-Social Forces 35Fair Competition & International Trade........................... 36Fair Dealing and Anti-Trust 36International Trade 37Anti-money Laundering 38When all is said and done, it is wrong to......................... 39Index................................................................................403


Code of<strong>Business</strong><strong>Conduct</strong>andE t h i c sAbout This CodeThe strength of the MODEC Group companiesis measured by more than financial oroperational success; it is also measured byour values as embedded in this Code, and ourcommitments to compliance, human rights,safety and environmental stewardship.We take pride in performing our businessin compliance with all legal requirementsand the highest standards of Integrity.Integrity means doing the right thing. It is thefoundation of our success. As individuals,our personal integrity means that others cantrust and respect us and know that we willbe honest, fair, and forthright. As a company,integrity means that we will always honorour commitments and be a reliable businesspartner and trusted neighbor. Integrityprotects our reputation and enables usto thrive, even in today’s complex andcompetitive global business environment.Using Our Code of <strong>Business</strong><strong>Conduct</strong> and <strong>Ethics</strong>This Code of <strong>Business</strong> <strong>Conduct</strong> and <strong>Ethics</strong>(the “Code”) has been developed to ensurethat all directors, officers, and full-timeand part-time employees (collectively“Employees”) of the MODEC Groupcompanies (“MODEC”) adhere to the legaland ethical standards that apply to ouroperations, our work environment, ourbusiness relationships, and our values. It isdesigned to help when you have questionsabout what to do in specific situations. Butof course, it cannot address every situationyou may face and is not a substitute for yourgood judgment and common sense.Understanding and following this Code, wehelp ensure that our business activities anddecisions are consistent, not only with law4


and regulations, but also with ethical businessstandards. As you use this Code, rememberthat on its own it is only words. Giving lifeand meaning to these words depends on eachof us using our best judgment and asking forhelp when we need it.Compliance with Laws andOur StandardsWe are committed to complying with allapplicable laws, regulations, and statutoryobligations in the countries where weoperate. We also act in accordance with thehighest ethical standards underscored byMODEC’s values, which include respect forhuman rights, openness, honesty, and safetyin all we do.It is important that each of us is aware ofand complies with the relevant laws andregulations that apply to our work, thatwe never engage in conduct that violatesapplicable laws and regulations, and thatwe comply with any contract-specificrequirements relevant to a project. Not onlyshould we be vigilant in our compliancewith all applicable laws and regulations, weshould also be alert to changes in the lawor new requirements that may affect ourbusiness and contract-specific obligations.The Board of Directors of MODEC, Inc.(“Board”) is responsible for ensuring thatMODEC and its subsidiaries are in compliancewith the applicable laws and ethical standardsthat may impact our business operations orpublic image. The MODEC Group ComplianceCommittee (“Compliance Committee”),established by the Board, is responsible formonitoring and overseeing managementimplementation of the Company’s Compliance& <strong>Ethics</strong> Program. The MODEC GroupChief Compliance Officer and ComplianceCommittee will provide support and guidanceto MODEC management and monitoremployee’s compliance with the Code. MODECsupervisors are responsible for activelypromoting compliance with the Code.Application of this CodeThis Code provides the ethical guidelinesand expectations for conducting businesson behalf of MODEC. This includes theoperations of the MODEC Group companies,as well as any joint venture partnershipscontrolled by MODEC, including specialpurpose companies (“SPCs”) and consortia.The Code applies to all Employees and,where applicable, to suppliers, vendors,contractors, temporary workers, and otherpersonnel of MODEC.Third party intermediaries (like agents andconsultants) and certain business partnersserve as an extension of MODEC. Theirconduct and behavior, while carrying outbusiness dealings with MODEC or on behalfof MODEC, can have an impact on us andour reputation. For this reason, they areexpected to conducttheir businessesin a legaland ethicalmanner andto adhereto thespirit ofthe Codeand agreeduponcontractualobligations.5


Accountability andDisciplineFailure to comply with this Code is aserious matter. Violating relevant laws,regulations, or this Code, or otherwiseengaging in illegal, improper, or unethicalconduct, will result in disciplinary action asappropriate, up to and including terminationof employment.MODEC will take appropriate disciplinaryaction against any Employee, agent,contractor, or business partner whoseactions are found to violate this Code orany other policies of MODEC. Disciplinaryactions may include immediate terminationof employment or business relationship.Where MODEC has suffered a loss, wemay pursue legal remedies available to usagainst the individuals or organizationsresponsible. Where laws have beenviolated, MODEC will cooperate fully withthe appropriate authorities.Waivers and AmendmentsIn extremely limited circumstances, MODECmay find it necessary to waive a provisionof the Code; however, MODEC generallywill not grant such waivers and will makeexceptions only for good cause.Any waiver of any provision of this Codefor any director, executive officer, or seniorfinancial officer (including the principalfinancial officer, the principal accountingofficer or controller) must be approvedin writing by the Compliance Committeeor by the Board and promptly disclosedas required by law. Any waiver of anyprovision of this Code with respect to anyother employee, agent, or contractor mustbe approved in writing by the Chief Risk/Compliance Officer.Acknowledgement andAgreementAs a MODEC Employee, you will be requiredto acknowledge that you have read andunderstand the Code. By submittingyour acknowledgement form, you arealso certifying you will comply fully withMODEC’s policies, practices, and standardsas described in the Code.INTEGRITY6


Code of<strong>Business</strong><strong>Conduct</strong>andE t h i c sOur Roles and ResponsibilitiesGuidelines for Decision-MakingMaking the right decision is not always easy. There will be times when you will be underpressure or unsure of what to do. Always remember when you have a tough choice tomake, you are not alone. Your fellow employees and the resources cited throughout thisCode are also available to help.When faced with a tough ethical decision it may help topause and ask yourself these questions:Is it the right thing to do?Is it legal?Does it comply with our Code, policies and procedures?Is it in line with MODEC core values? Does it feel right?Have I considered all the consequences?Does it expose MODEC to any unacceptable risks?Will I be comfortable telling others about my decision?Would my supervisor or management agree with my decision?If these types of questions raise any doubts about whether your decision is ethical, legal, or incompliance with MODEC policies, you should contact your supervisor, your Human ResourcesRepresentative, or the Chief Compliance Officer.7


QUESTION: My company setsvarious goals that we are asked toachieve. Sometimes I feel pressuredto violate the Code to achieve thesegoals. Is this acceptable?ANSWER: No. While successfulbusinesses set high goals andemployees strive to achieve them,you should never violate the Codeor our policies to achieve your goalsor the goals of the company. MODECis committed to complying with theprinciples set forth in this Code asit meets and exceeds the variousbusiness goals it sets out to achieve.QUESTION: I’m a manager andI’m not clear what my obligationsare if someone comes to me with anaccusation – and what if it involves asenior leader?ANSWER: No matter who theallegation involves, you must report itwithout exception. We provide severalavenues for reporting concerns. If forany reason you are uncomfortablemaking a report to a particular person,you may talk to your Human ResourcesRepresentative or report the allegationusing the MODEC <strong>Ethics</strong> Hotline.QUESTION: I’m a supervisor.If I observe misconduct in an areanot under my supervision, am I stillrequired to report the issue?ANSWER: Yes. You are chieflyresponsible for personnel under yoursupervision, but all MODEC leadersare required to report any misconductthey become aware of and take action.The best approach is to talk first withthe supervisor who oversees the areawhere the problem is occurring. But ifthis doesn’t work or isn’t feasible, youshould talk to your Human ResourcesRepresentative or report the misconductusing the MODEC <strong>Ethics</strong> Hotline.Employee ResponsibilitiesAlways act in a professional, honest, and ethical mannerwhen acting on behalf of MODEC.Be familiar with the information contained in this Codeas well as MODEC policies. Pay particular attention to thepolicies that pertain to your job responsibilities.Complete all required employee training in a timely mannerand keep up-to-date on current standards and expectations.Promptly report concerns about possible violations of laws,regulations, this Code, and other MODEC policies to yoursupervisor or any of the resources listed in this Code.Cooperate and tell the whole truth when responding toan investigation or audit. Never alter or destroy records inresponse to an investigation or when an investigation isanticipated.Never violate the Code at a supervisor’s direction; anyEmployee who receives such a request should notify theChief Compliance Officer immediately.Remember: no reason, including the desire to meet businessgoals, should ever be an excuse for violating laws, regulations,the Code, or other MODEC policies.Ethical LeadershipIf you are a supervisor, you are also expected to meet thefollowing additional responsibilities:Lead by example. Supervisors are expected to exemplify thehighest standards of ethical business conduct.Be a resource for others. Communicate to employees andbusiness partners about how the Code and policies apply totheir daily work and listen to your employees.Be proactive. Look for opportunities to discuss and addressethics and ethically challenging situations with others.Be transparent. Create an environment where complianceis recognized and valued and where everyone feelscomfortable asking questions and reporting potentialviolations of the Code and policies.Be responsible. Never ask another or pressure anyone to dosomething that you would be prohibited from doing yourself.Be diligent. Be aware of the limits of your authority anddo not take any action that exceeds those limits. Delegateauthority only where permissible and never delegate8


authority to any individual who youbelieve may engage in unlawful conductor unethical activities.Be a steward. If you supervise thirdparties, ensure that they understand theirethics and compliance obligations.Reporting PossibleViolations and AskingQuestionsViolating applicable laws, regulations,the Code, or other MODEC policies, orencouraging others to do so, exposesMODEC to liability and puts our reputation atrisk. If an ethics or compliance problem doesoccur, you have an obligation to report it sothat an effective solution can be developed.You are encouraged to speak with the personwith whom you feel most comfortable. Youmay report your concerns to:Contacting theMODEC <strong>Ethics</strong> HotlineWhen reporting your concern to yoursupervisor is uncomfortable, use any of thealternative resources listed in the Code or usethe <strong>Ethics</strong> Hotline:By Phone: Toll-Free 24 hours a day,7 days a week, 365 days a yearCountry-specific <strong>Ethics</strong> Hotline telephonenumbers are posted in all locations and areavailable on the Web Portal.Web Portal: www.<strong>modec</strong>.ethicspoint.comYour supervisorYour Human Resources RepresentativeThe Chief Compliance OfficerAny member of managementMODEC Group Compliance CommitteeBoard of Statutory Auditors ofMODEC, Inc.MODEC <strong>Ethics</strong> HotlineAny person may report suspected legalor ethical violations on a confidentialand anonymous basis by calling theindependent, toll-free, MODEC <strong>Ethics</strong>Hotline (the “<strong>Ethics</strong> Hotline”) or by usingthe <strong>Ethics</strong> Hotline web portal. The <strong>Ethics</strong>Hotline is available 24 hours a day, 7 days aweek, and 365 days a year.All reported concerns are promptlyinvestigated. MODEC strictly prohibitsretaliation against employees who reportpotential or suspected ethical or legalviolations in good faith.QUESTION: I am concerned that my supervisor won’tdo anything about some concerns I have about potentialmisconduct if I bring them to her attention, or worse, thatshe will make things difficult for me for raising an issue.But, I have a problem. A co-worker is doing something that Ibelieve to be ethically wrong. What should I do?ANSWER: Take action and speak up. You are required toreport misconduct. While starting with your supervisor is oftenthe best way to efficiently address concerns, if you do notbelieve that it is appropriate or do not feel comfortable doingso, you should talk to another member of management, reportyour concern using any of the resources listed in the Code, oruse the <strong>Ethics</strong> Hotline.Additional Resources for More InformationFor more information on the <strong>Ethics</strong> Hotline, including proceduresregarding the receipt and investigation of compliance and ethicsconcerns, refer to the Group Compliance and <strong>Ethics</strong> ReportingPolicy and the Group Compliance Committee Compliance and<strong>Ethics</strong> Investigation Procedures Policy and Flowchart.9


10QUESTION: I suspect theremay be some unethical behaviorgoing on at my location involving mysupervisor. I know I should reportmy suspicions, and I’m thinkingabout using the <strong>Ethics</strong> Hotline, butI’m concerned about retaliation.ANSWER: You are requiredto report misconduct and, in yoursituation, using the <strong>Ethics</strong> Hotline isa good option. We will investigateyour suspicions and may need totalk to you to gather additionalinformation. But if you choose toremain anonymous, no one willtry to determine who you are, andwe will protect the informationyou provide to us. After you makethe report, if you believe you areexperiencing any retaliation, youshould report it. We take claimsof retaliation seriously. Reportsof retaliation will be thoroughlyinvestigated and, if they are true,retaliators will be disciplined asappropriate, up to and includingtermination of employment.QUESTION: Why are weexpected to cooperate withinvestigations and inquiries? Iwould rather not get involved.ANSWER: When MODECconducts an investigation, it isbecause there is the possibility ofa violation of our policies or legalrequirements. The investigation isnecessary to protect individuals,MODEC, and in some cases thepublic. If employees do notcooperate, it may be impossibleto get all the facts and takethe right actions. Withholdinginformation or knowingly givingfalse or misleading information isa serious violation of our dutiesas employees and could result indisciplinary action.Non-Retaliation PolicyRegardless of the type of misconduct reported or the methodof reporting, MODEC strictly prohibits any retaliation againstanyone who makes a good faith report of potential or suspectedviolations of laws, regulations, the Code, or other MODECpolicies. We strongly urge the reporting of all incidents ofdiscrimination, harassment, or retaliation regardless of theoffender’s identity or position.We take claims of retaliation seriously. All such claims will bethoroughly investigated and, if substantiated, retaliators will bedisciplined as appropriate, up to and including termination ofemployment. If you believe you have been retaliated against, youshould report such action using any of the methods described inthis Code.Cooperating with Regulators andInvestigationsWe must be vigilant in meeting our responsibilities to comply withrelevant laws and regulations, and we must always cooperatewith government authorities, law enforcement officers, andoutside investigators.In the course of business, you may receive inquiries fromregulators or government authorities. Employees must notinterfere with or obstruct any investigation conducted by MODECor any government entity, and should not disclose or discuss anysuch investigations with unauthorized persons. False reporting togovernment agencies is strictly prohibited.As a company, we will fully cooperate with all lawful governmentinvestigations. When we are notified of an external investigation,we will take prompt action to preserve documents that may berelevant. We will always cooperate with reasonable governmentalrequests for information needed in an investigation.


Code of<strong>Business</strong><strong>Conduct</strong>andE t h i c sRespect for the Rights of OthersHuman RightsOur StandardWe respect and support the protection ofuniversal human rights. Human rights aregenerally defined as basic standards oftreatment to which all people are entitled,regardless of nationality, gender, race,economic status, religion, or politicalconviction.At MODEC, we conduct our globaloperations consistent with the spirit thatall human beings are born free and equalin dignity and rights and intent that weshould act towards one another in a spiritof brotherhood. As part of this commitment,MODEC does not employ underage workersor forced labor (involuntary labor of anykind including prison labor, debt bondage,or forced labor by the government) and willnot knowingly partner with a supplier, thirdparty, or business partner that illegally orimproperly employs underage workers orforced labor.Our ResponsibilitiesAll employees are required to do their partto support and promote human rights.Report suspected non-compliance withhuman rights to your Human ResourcesRepresentative.Understand and obey local laws.Additional Resourcesfor More InformationFor more information about human rights, talkto your Human Resources Representative.11


Diversity and EqualOpportunityOur StandardQUESTION: One of my coworkerssends e-mails containingjokes and derogatory commentsabout certain nationalities. Theymake me uncomfortable, but noone else has spoken up aboutthem. What should I do?ANSWER: You shouldreport your concerns to yourimmediate supervisor, your HumanResources Representative, orthe <strong>Ethics</strong> Hotline. Sending suchjokes violates our values as wellas our policies pertaining to theuse of e-mail and our standardson diversity, harassment, anddiscrimination. By doing nothing,you are condoning discriminationand tolerating beliefs thatcan seriously erode the teamenvironment that we have allworked to create.We should always treat others with dignityand respect and value what each of us has tocontribute. Our diversity is a key asset. Differentbackgrounds and points of view help to promoteinnovation and success. At MODEC, we work tomaintain a diverse workforce where personnelare hired, retained, compensated, disciplined,and promoted solely on the basis of theircontribution to MODEC and their performance.MODEC is committed to providing equalemployment and career opportunities withoutdiscrimination or harassment wherever wedo business. We offer equal employmentopportunities to all employees, applicants foremployment, and qualified individuals regardlessof race, color, religion, sex, sexual orientation,national origin, age, disability, military status, orany other characteristicprotected by applicablenational and locallaws or regulations.MODEC will not toleratediscrimination orharassment based onthese or any other legallyprotected categories.OurResponsibilitiesTreat all co-workers,business partners,customers, andvisitors with respect.Respect thecharacter andindividuality of oneanother.Don’t distribute ordisplay demeaning,insulting, intimidating,or sexually suggestive objects, pictures, orphotographs.If you supervise others, judge them onperformance. Assign work and makeon-the-job decisions solely on thebasis of qualifications, abilities, andpotential. Avoid introducing unrelatedconsiderations into your decisions. Useobjective, quantifiable standards.Additional Resources forMore InformationFor more information on fair employmentpractices, refer to the Global HumanResources Code of Employer-EmployeeRelations Policy and the Global HumanResources Productive Work EnvironmentPolicy or talk to your Human ResourcesRepresentative.Harassment-free Workplace& Productive WorkEnvironmentOur StandardHarassment in the workplace is behaviorthat is unwelcome and offensive to specificindividuals or groups or that unreasonablydisrupts their work. We will not tolerateactions, comments, inappropriate physicalcontact, sexual advances, or any otherconduct that is intimidating or otherwiseoffensive or hostile. No form of harassmentwill be tolerated, including harassment forthe following reasons: race, national origin,religion, disability, pregnancy, age, militarystatus, or sex.Power harassment – including using theboss-subordinate relationship in theworkplace against a specific person – aswell as generally making the workplaceunpleasant is strictly prohibited. Harassmenton the basis of any other legally protectedcharacteristic is strictly prohibited.12


The most common form of harassment is sexual harassment, andspecial attention should be paid to the prohibition of sexual harassment.Sexual harassment may include a range of behaviors and may involveindividuals of the same or different gender.Examples of Harassing BehaviorsUnwanted sexual advances or requests for sexual favorsUnwelcome remarks, gestures, or physical contactThe display of sexually explicit or offensive pictures orother materialsSexual or offensive jokes or comments (explicit or by innuendo)Verbal abuse, threats, or tauntingDepiction of harassers as victims or of victims as complainersUnwelcome personal letters or emailsAll reported occurrences of harassment will be thoroughly investigatedin strictest confidence and appropriately dealt with in accordance withlocal and regional dispute resolution practices and policies, unlessspecial procedures are considered appropriate.Our ResponsibilitiesUnderstand and follow MODEC Human Resources policies andprocedures.Maintain a productive work environment that is professional andfree from harassment.If possible, be direct, speak up, and tell a person if you are upset byhis or her actions or language. Explain why and ask him or her tostop. Make a formal complaint if the matter is serious or if you areuncomfortable taking a direct approach.Even if you believe your acts or words are innocent, if someone saysyou are offending them and asks you to stop, do so at once.Don’t distribute or display offensive material, including written,recorded, or electronically transmitted messages (such as email,instant messaging, and Internet materials).If you are a supervisor, never use your position of authority toharass or intimidate others.Additional Resources for More InformationFor more information on preventing harassment, refer to the GlobalHuman Resources Code of Employer-Employee Relations Policy and theGlobal Human Resources Productive Work Environment Policy or talk toyour Human Resources Representative.QUESTION: While on abusiness trip, a colleague ofmine repeatedly asked me outfor drinks and made commentsabout my appearance that mademe uncomfortable. I asked himto stop, but he wouldn’t. Weweren’t in the office, and it was‘after hours’. What do I do if thishappens again?ANSWER: This type ofconduct is not tolerated, not onlyduring working hours but in allwork-related situations, includingbusiness trips. Be firm, and tellyour colleague such actions areinappropriate and must be stopped.If they continue, you need toreport the problem to your HumanResources Representative.QUESTION: I am a supervisor.I just learned that a good friendof mine, who is also a MODECEmployee, has been accusedof sexual harassment, and aninvestigation is being launched. Ican’t believe it’s true, and I thinkit’s only fair that I give my friend a‘heads up’ so he can defend himself.Don’t I have a responsibility as afriend to tell him?ANSWER: No. As a leader,under no circumstances shouldyou give him advance warning or a‘heads up.’ Your friend will be giventhe opportunity to respond to theseallegations, and every effort will bemade to conduct a fair and impartialinvestigation. An allegation of sexualharassment is a very serious matterwith implications not only for theindividuals involved but also forMODEC. Alerting your friend couldjeopardize the investigation andexpose MODEC to additional riskand possible costs.13


Code of<strong>Business</strong><strong>Conduct</strong>andE t h i c sHealth, Safety,Environment, and QualityMODEC is committed to conducting allbusiness activities in a responsible manner,which assures the health, safety, and securityof people, preservation of the environment,quality of the products/services, andcompliance with all applicable health, safety,environmental, security, legal, quality, andregulatory requirements in countries wherewe operate. We achieve this business ethicby utilizing Health, Safety, Environment, andQuality (“HSEQ”) management systems.HSEQ Management SystemThe MODEC Group HSEQ ManagementSystem is the primary tool used in managingHSEQ compliance activities. MODEC’s HSEQManagement System Code of <strong>Conduct</strong> requiresthat you, as a MODEC Employee, must:Review and comply with the HSEQPolicy, Standards, and Procedures.<strong>Conduct</strong> your business and activitiesaligned with and based upon all applicableHSEQ laws, MODEC policies, and customerrequirements with an aim toward complianceand customer satisfaction.Report all HSEQ incidents immediatelyto your supervisor or local HSEQRepresentative.Identify, evaluate, and correct HSEQrisks and conditions while performingyour work.Have the right to STOP WORKwhere conditions or practices aredeemed unsafe.Know your role in the event of anemergency.Health, Safety, and SecurityOur StandardMaintaining a healthy, safe, and securework environment requires the continuous14


cooperation of all employees. MODEC’s commitment to health,safety, and security means more than simply obeying safety rules.MODEC’s policy is to make reasonable efforts to safeguard thesecurity of its property, its employees, and authorized visitors toits premises. Procedures and resources are in place to effectivelyrespond to crisis, emergency, and security situations to protect staff,interested parties, and the environment. We can only achieve ourgoal of a healthy, safe, and secure workplace through the activeparticipation and support of everyone.All Employees, contractors, and vendors are expected to understand andfollow MODEC HSEQ policies and procedures. We must work togetherto maintain a workplace free from hazards and security risks, includingworkplace violence.Workplace ViolenceViolence of any kind has no place at MODEC. We will not tolerate any actsor threats of physical violence against co-workers, visitors, or anyoneon MODEC property or during company travel or company-sponsoredevents, including:Threatening remarks, obscene phone calls, stalking, or any otherform of harassment.Causing physical injury to another.Intentionally damaging someone else’s property or actingaggressively in a manner that causes someone else to fear injury.Threatening, intimidating, or coercing fellow personnel on or offthe premises -- at any time, for any purpose.Prohibited materials are not permitted on MODEC property,parking lots, alternate work locations maintained by MODEC, orcompany sponsored events. Prohibited materials include: firearmsor other weapons, explosives and/or hazardous materials.QUESTION: I’ve noticed somepractices that we do in my area thatdon’t seem safe. Who can I speak to?I’m new here, and don’t want to beconsidered a troublemaker.ANSWER: Discuss yourconcerns with your supervisor oryour HSEQ Representative. Theremay be very good reasons for thepractices, but it’s important toremember that raising a concernabout safety does not cause trouble, itis being responsible.QUESTION: Are subcontractorsworking on MODEC premisesexpected to follow the sameHealth, Safety, Environmental, andQuality policies and procedures asemployees?ANSWER: Yes, absolutely.Managers and supervisors areresponsible for ensuring that thirdparties, subcontractors, and vendors atwork on our premises understand andcomply with all applicable laws andregulations governing the particularfacility, as well as with additionalrequirements MODEC may impose.Every threat of violence is serious and must be reported immediately toyour supervisor or your Human Resources Representative.Our ResponsibilitiesFollow MODEC’s HSEQ Management System Code of <strong>Conduct</strong>Be alert to safety risks.Maintain a neat, safe working environment by keeping workstations, aisles, and other work spaces free from obstacles, wires,and other potential hazards,Wear your Identification badge in clear view at all times while onMODEC premises where badges are issued.15


Participate, as required, in emergencyand security annual reviews and regulardrills and exercises to validate controlsand preventative measures.Understand the regulatory requirementsand the necessary controls and preventivemeasures that apply to your work.Comply with all government andmaritime security regulations.Understand your role, responsibility, andauthority for responding to emergenciesand security threats.Promote proper work habits and usegood judgment.Additional Resourcesfor More InformationFor more information on maintaininga healthy, safe, and secure workenvironment, refer to the MODEC GroupHSEQ Policy and the MODEC Group HSEQStandards and Procedures or contact yourHSEQ Representative.Alcohol and Drug PolicyOur StandardWe are committed to providing a safeand productive work environment. Animportant part of MODEC’s effort is toensure that all Employees are fit for dutyand our workplace is free from the use ofillegal drugs or other controlled substancesor the abuse of alcohol.The use, possession, distribution, purchase,sale, offer for sale, manufacture, being underthe influence, or otherwise being involvedwith illegal drugs and from abusive use ofcontrolled substances while on MODEC’spremises is prohibited. MODEC prohibitsoff-premises abuse of alcohol and controlledsubstances, as well as the possession, use,or sale of illegal drugs, when these activitiesadversely affect job performance, job safety, orMODEC’s reputation in the community.When warranted by workplace conditions orlaws of the country of assignment, MODECwill impose stricter requirements concerningalcohol at assignment locations or vessels.Our ResponsibilitiesWhile at work or on MODEC business,you should be alert, never impaired, andalways ready to carry out your work duties.If you have a problem withsubstance abuse, seek professionalhelp before it adversely affects youpersonally or professionally.QUESTION: How does the alcoholpolicy apply to company events?ANSWER: In certaincircumstances, such as officialcompany events, use of alcohol may beauthorized. In these cases, Employeesare required to conduct themselvesin such a manner that they do notviolate any laws or pose a danger tothemselves, others, or to MODEC’sreputation. If you have questions aboutthe circumstances in which the use ofalcohol may be authorized, you maydiscuss the situation in advance withany of the following: your Supervisor,your Human Resources Representative,your HSEQ Representative, or anymember of management.Additional Resources forMore InformationFor more information about maintaining aworkplace free from the use of illegal drugs,other controlled substances, or the abuse ofalcohol, refer to the Global Human ResourcesCode of Employer-Employee Relations16


Policy, the Global Human ResourcesProductive Work Environment Policy,and the Global Human Resources Drugsand Alcohol Policy or talk to your HumanResources Representative.Environmental StewardshipOur StandardWe recognize our responsibility to conductbusiness in a way that protects and,where possible, improves the state of theenvironment for future generations. Wepromote environmentally safe designs,construction, and operations at allMODEC locations and with subcontractorsunder our direct influence. Our HSEQManagement System requires we identifyall significant environmental aspects andimpacts associated with our activities.We must manage those processeswith environmental awareness andimprovement in mind. We are committedto working with our business partners andsuppliers to strengthen environmentalstewardship and responsibility.MODEC is committed to observingand meeting or exceeding applicableenvironmental laws, ordinances, andregulations in all jurisdictions where wedo business. We expect our employeesto strive to continuously improve ourenvironmental performance throughenvironment monitoring, pollutionprevention and waste minimization, waterand energy efficiency, effective use ofraw materials, and by paying maximumattention to the efficient use of resources.Our ResponsibilitiesComply with all applicableenvironmental laws, regulations,and MODEC policies and report anyincidents or conditions that mightresult in an environmental violation oradverse impact.Identify and ensure criticalenvironmental tasks are conductedby competent employees orsubcontractors.Think ahead and be proactive. Helpidentify opportunities for improving ourenvironmental performance.Help improve our procedures that aredesigned to evaluate the environmentalimpact of all operations, projects, goods,equipment, and services.Any potential threats to the environment(such as spills or releases of oil or othermaterials) and any suspected failure tocomply with applicable environmental,health, and safety requirements shouldbe reported immediately so they canbe managed through trained CrisisManagement Teams.Take steps to correct and preventenvironmental incidents throughproactive monitoring and measuring.Additional Resourcesfor More InformationFor more information on MODEC’sexpectations and requirements regardingenvironmental monitoring, pollutionprevention and waste minimizationprograms, and other issues affectingenvironmental compliance, refer to theMODEC Group HSEQ Standards Frameworkor talk to your HSEQ Representative.17


Code of<strong>Business</strong><strong>Conduct</strong>andE t h i c sProtection of Assetsand InformationUse of Company AssetsOur StandardWe all have a responsibility to use MODEC’sresources wisely and with care and toensure that MODEC’s information andproperty are not misused, damaged, lost,stolen, wasted, or transferred withoutproper compensation. Employees mayonly use MODEC assets for appropriate,business-related purposes and areforbidden from using MODEC’s funds andassets for any unlawful purpose or goal.Company assets include our physicalfacilities, equipment, computers, officeand cell phones, PDAs, faxes, files,documents, inventory, and supplies. Ourassets also include intellectual property andconfidential information.Proper Use of Our Network andInformation TechnologyMODEC’s computer and networkhardware, software, telephone, andother communication resources are keycomponents of MODEC’s business andare MODEC property. Employees mustuse MODEC’s technology responsibly andprimarily for the business purposes forwhich it is intended.Limited personal use of MODEC’s technologyis permitted as long as it is consistentwith MODEC’s corporate values and doesnot interfere with an employee’s workduties. Employees may never use MODEC’stechnology to deliberately access, store,send, post, or publish: pornographic,sexually explicit, or sexually exploitative18


images or text; any materials promotingviolence, hatred, terrorism, or intolerance;or any material which is harassing, obscene,abusive, or discriminatory.All information processed, transmitted, orstored on MODEC technology belongs toMODEC and is subject to applicable laws.Employees should not have an expectationof privacy on anything they create, send,or receive via MODEC technology. Anyinformation stored on MODEC technologymay be monitored at any time.Our ResponsibilitiesOnly use MODEC resources and propertyfor legitimate business purposes.Personal use of MODEC assets should bekept to a minimum and have no adverseeffect on productivity or the workenvironment.Only use software that has beenproperly licensed. The copying or useof unlicensed or “pirated” software onMODEC computers or other equipmentto conduct MODEC business is strictlyprohibited.Report any suspicions you may haveconcerning theft, embezzlement, ormisappropriation of any MODEC property.Remember: time is an important assetand should never be wasted.Additional Resourcesfor More InformationFor more information on the appropriateuse of company assets, refer to theGlobal Human Resources ElectronicCommunications Policy or talk to yourHuman Resources Representative orInformation and Technology DepartmentRepresentative.Confidential InformationOur StandardOne of our most valuable assets isinformation. The unauthorized release ofconfidential information can cause MODECto lose a critical competitive advantage,embarrass MODEC, damage our relationshipswith customers and others, and put all ofus at risk. For these reasons, confidentialinformation must be treated carefully.Each of us must be vigilant to safeguardMODEC’s confidential information as wellas confidential information that is entrustedto us by others. We must keep it secure,limit access only to those who have a ‘needto know,’ use internally only for permittedpurposes, and avoid discussion of confidentialinformation in public areas. The obligation topreserve MODEC’s confidential information isongoing, even after employment ends.Confidential informationincludes, but is not limited to:Intellectual property<strong>Business</strong> plans, designs, programsFinancial, cost, and pricing informationSales and marketing dataTechnology, operations, research, and technical dataManufacturing techniques and processesEmployee files, compensation data, and otheremployee personal informationThird party information and records (i.e. vendors,suppliers, etc.) given to MODEC in confidenceNon-public information about customerrequirements and terms19


As an Employee, you are prohibited fromsoliciting, acquiring, or using confidentialproprietary information from businesspartners, competitors, customers, orgovernment entities – or from any of theiremployees – or making use of confidentialinformation of such entities without theirexpress authorization. Any confidentialinformation received without suchauthorization must be secured, segregated,and reported to the appropriate memberof management. Similarly, you shouldnever offer confidential information to acompetitor or its agent, unless the exchangeis preapproved and overseen by theappropriate member of management.Our ResponsibilitiesUse and disclose confidentialinformation only for legitimate businesspurposes.Properly label confidential informationto indicate how it should be handled,distributed, and destroyed. Useencryption where appropriate.Protect intellectual property andconfidential information by sharing itonly with authorized parties.Never discuss confidential informationwhen others might be able to overhearwhat is being said, for example onplanes, elevators, and when usingmobile phones, and be careful notto send confidential information tounattended fax machines or printers.Do not use copyrighted materialswithout appropriate permission.Immediately report the loss of anymisplaced information that shouldbe protected.Never use confidential informationobtained during the course of youremployment for improperly advancing apersonal interest.QUESTION: Sometimes I needto complete work at home or on theroad. Can I forward the documents andmaterial I need to my personal e-mailaccount so that I can access it later andwork on it outside the office?ANSWER: No, you cannotforward any MODEC documents toyour personal email account for usewith your own computer or tablet. Todo so could result in a serious breachof confidentiality. We all need to avoidany usage that might lead to loss ordamage; this also includes using noncompanyissued computers or laptopsto conduct MODEC business.QUESTION: A new contractorasked if I would be interested in lookingat some bid information and pricingfrom a competitor. He says that hecame by it legally, and it is OK to reviewas long as we don’t make copies. I’d liketo look at it, but I’m suspicious.ANSWER: You’re right to besuspicious. Never accept informationoffered by a third party that isrepresented as confidential orwhich appears from the context orcircumstances to be confidential,unless an appropriate nondisclosure/confidentiality agreement has beensigned with all relevant parties.20


Intellectual PropertyWe have an obligation to identify and protectthe intellectual property, trade secrets andother confidential information owned byMODEC and our business partners. Doing sois critical to our success.Intellectual Property or IP refers to patentedor potentially patentable inventions,trademarks, service marks, trade names,copyrightable subject matter, and tradesecrets. We must all be aware of and complywith MODEC procedures necessary tosafeguard these assets, including complyingwith any agreement relating to IP as wellas confidentiality agreements. In additionto protecting MODEC’s own intellectualproperty rights, MODEC respects the validintellectual property rights of others.MODEC prohibits Employees from bringingor using the intellectual properties oftheir former employers or others withouttheir express authorization. You must notencourage others to violate their obligationsto protect the confidentiality of their currentor former employer’s proprietary information.Gathering <strong>Business</strong> IntelligenceInformation about competitors is a valuableasset in today’s competitive businessenvironment. When collecting businessintelligence, Employees and others who areworking on our behalf must always abide bythe highest ethical standards.Never engage in fraud, misrepresentation,or deception to obtain information or useinvasive technology to “spy” on others. Becareful when accepting information fromthird parties, know and trust their sources,and be sure that the knowledge they provideis not protected by trade secret laws ornon-disclosure or confidentiality agreements.While MODEC employs former employees ofcompetitors, we recognize and respect theobligations of those Employees not to use ordisclose the confidential information of theirformer employers.QUESTION: One of our newemployees recently joined MODECfrom a competitor. He has informationfrom his former employer, and hesays he plans to use it to MODEC’sadvantage. Is this OK? This info wouldbe valuable to us. If it isn’t allowed,can I do some of my own ‘detectivework’ and try to find the information?ANSWER: No. If an employeeretains competitor information,this can result in legal action by thecompetitor. While MODEC employsformer employees of competitors,we recognize and respect theobligations of those employees notto use or disclose the confidentialinformation of their former employers.We must never engage in fraud,misrepresentation, or deception toobtain information. Nor should we useinvasive technology to “spy” on others.Care should be taken when acceptinginformation from third parties. Youshould know and trust their sources,and be sure that the knowledge theyprovide is not protected by tradesecret laws or non-disclosure orconfidentiality agreements.Additional Resourcesfor More InformationFor more information on confidentialinformation, talk to the appropriate memberof management.21


Privacy and PersonalInformationOur StandardIn recent years, individuals, companies,and governments have grown increasinglyconcerned about the privacy and securityof personal information. As a result,laws protecting the privacy of personalinformation of our Employees, as well asindividuals employed by our customers,suppliers, or others, are becoming morecommon. We have a legal and an ethicalresponsibility to protect the confidentialand personal information of our fellowEmployees and others.Information which should be carefullyguarded includes:Personally Identifiable Information(including, but not limited to:government issued identificationnumbers, home addresses, telephonenumber, age, date of birth, etc.)Performance evaluationsPersonnel or medical recordsAny information which might besensitive or damaging to anotherEmployee’s reputationOur ResponsibilitiesBe accountable for protecting personalinformation, handling it securely, andusing it only in accordance with theterms under which it was collected.Collect personal information only forlegitimate business purposes, and keepit only as long as necessary.Only use personal information forreasons disclosed to the individual fromwhom the information was collected.Take precautions to safeguard personalinformation when collecting, processing,storing, and transferring it.Only share personal information withother Employees who have a legitimateneed to know, and take steps to ensurethat they understand the importance ofproperly handling the data you sharewith them.When we use third parties to provideservices for us, make sure that theyunderstand the importance we place onprivacy and that they must uphold ourstandards and comply with applicabledata protection laws.Subject to applicable laws, MODEC reservesthe right to access any file, information,data, or other items located on or in MODECproperty. E-mail and voice mail systems andcontent on them are supplied for businessuse only and are considered companyrecords and the property of MODEC.QUESTION: I’m interestedin forming a club or interest groupfor people who like making modelairplanes, and several of my colleagueshave expressed an interest inparticipating. May I publish theseemployees’ names, phone numbers,and email addresses on a contact pageon the model airplane group’s website?ANSWER: No, not withoutexpress permission. Personalinformation about employees, includingcontact information, is consideredstrictly confidential and should becarefully guarded. This informationshould not be used or publishedwithout the Employee’s consent.Additional Resourcesfor More InformationFor more information on privacy andpersonal information, talk to your HumanResources Representative.22


Accurate Books and RecordsOur StandardMODEC prepares financial statements thataccurately reflect the status of its operatingactivities. Investors, government authorities,and others need to be able to rely on theaccuracy and completeness of our businessrecords. Accurate information is alsoessential within MODEC so that we can makegood decisions.We are committed to transparency andto making full, accurate, timely, andunderstandable disclosure on all aspects of ourbusiness, including financial reports that arefiled with or submitted to regulatory authorities.Employees with a role in the preparation of ourpublic, financial, and regulatory disclosures havea special responsibility in this area, but all of uscontribute to the process of recording businessresults and maintaining documents. Each ofus is responsible for helping to ensure theinformation we record is accurate and completeand maintained consistent with our system ofinternal controls.MODEC’s corporate records, including paperdocuments, computer files, electronicinformation, and any other records, areimportant MODEC assets. MODEC is requiredby law in many jurisdictions to maintaincertain types of corporate records for aspecified period of time.Our ResponsibilitiesNever make false claims on an expensereport or time sheet.Always be accurate, complete, andtruthful when submitting financial orenvironmental records and productionand quality reports.Make sure that financial entries are clearand complete. Do not hide or disguise thetrue nature of any transaction.Be as clear, concise, truthful, andaccurate as possible when recording anyinformation. Avoid exaggeration, colorfullanguage, guesswork, legal conclusions,and derogatory characterizations ofpeople and their motives.Only sign documents, includingcontracts, that you are authorized tosign and that you believe are accurateand truthful.Never record or approve back-dating,false or misleading entries, unrecordedfunds or assets, or payments withoutappropriate supporting documentation.Maintain all corporate records forlegally required minimum periods andin accordance with the Company’sdocument retention procedures.Ensure that all payment arrangementscomply with MODEC’s accountingpolicies and procedures, includingexpense approval procedures.QUESTION: At the end ofthe last quarter reporting period,my supervisor asked me to recordadditional expenses even though Ihadn’t received the invoices from thesupplier and the work hadn’t started. Iagreed to do it, mostly because I didn’tthink it really made a difference sincewe were all sure that the work wouldbe completed in the next quarter. NowI wonder if I did the right thing.ANSWER: No, you did not. Costsmust be recorded in the period in whichthey are incurred. The work was notstarted, and the costs were not incurredby the date you recorded the transaction.It was therefore a misrepresentationand, depending on the circumstances,could amount to fraud.23


Legal HoldsDocuments should only be destroyed inaccordance with the applicable MODECdocument retention procedures andnever in response to or in anticipationof an investigation or audit. Contact yoursupervisor if there is any doubt about theappropriateness of document destructionor the content of the applicable documentretention policy.A legal hold suspends all documentdestruction procedures in order topreserve appropriate records underspecial circumstances, such as litigationor government investigations. MODEC willdetermine and identify what types of recordsor documents are required to be placedunder a legal hold. Every Employee, agent,and contractor must comply with this policy.If there is any question as to whether arecord pertains to an investigation or legalproceeding or may be responsive to asubpoena, contact the Chief ComplianceOfficer before disposing of the potentiallyresponsive document. Note that recordsinclude not just documents, but also includetapes, photographs, computer files, andrecords in any other form.Additional Resourcesfor More InformationFor more information on accurate books andrecords, refer to MODEC accounting policiesand procedures or talk to your accounting/finance controller.Communicating withthe PublicOur StandardWe are committed to transparency in ourdisclosures and public communications.As a company, we need a clear, consistentvoice when providing information to thepublic and the media. For this reason, itis important that only authorized personsspeak on behalf of MODEC. Never give theimpression that you are speaking on behalfof MODEC in any communication that maybecome public if you are not authorized todo so.Requests for information from any memberof the press or other news media (includingbloggers) must be referred immediately tothe appropriate member of management.Our ResponsibilitiesOnly Employees specifically authorizedto communicate with investors, analysts,or the media may respond to or engagewith these parties.If you receive an inquiry regardingMODEC’s activities, results, plans, or itsposition on public issues and are notspecifically authorized to respond, referthe request to the appropriate memberof management.If you intend to write or publish abook, article, or manuscript or deliver apresentation which relates in any wayto our business, you must receive priorapproval of your supervisor and theGeneral Affairs Department of MODEC,Inc. If the publication or presentationidentifies you as an Employee, it muststate that: ‘The views expressed in thisarticle/presentation are mine and do notnecessarily reflect the views of MODEC.24


Using social mediaWe must be especially careful when writingcommunications that might be published,and this includes postings to the internet.If you participate in on-line forums, blogs,newsgroups, social networking websites,chat rooms, or bulletin boards, never give the impression that you are speakingon behalf of MODEC unless you are authorized to do so. If you reveal thatyou are a MODEC Employee, make it clear that your views are yours alone.And before you hit the ‘send’ button, think carefully. In particular, rememberthat any harassment, bullying, discrimination, or retaliation that would not bepermissible in the workplace is not permissible while on-line. These types ofcommunications live forever.Additional Resources for More InformationFor more information on communicating with the public, refer to the Global Human ResourcesElectronic Communications Policy or talk to the General Affairs Department of MODEC, Inc.Accountability25


Code of<strong>Business</strong><strong>Conduct</strong>andE t h i c sAvoiding Conflicts of InterestConflicts of InterestOur StandardWe do not allow personal interests to affectthe integrity of MODEC, interfere with ourability to exercise independent judgment,or limit our ability to engage in businesson behalf of MODEC. A conflict of interesthappens whenever you have a competinginterest that may interfere with your abilityto make an objective decision for MODEC.For example, personal involvement with asupplier, competitor, or a contractor couldaffect your ability to exercise good judgmenton behalf of MODEC.Each of us is expected to avoid situationsthat can lead to even the appearance of aconflict. Conflicts of interest can underminethe trust others place in us and damage ourreputation. Individuals have a responsibilityto report any potential conflicts of interestto their supervisor.It is impossible to describe every potentialconflict of interest, which is why weemphasize the importance of askingquestions. When in doubt, even if yourparticipation in an activity gives an appearanceof a conflict of interest, you should disclose.Our ResponsibilitiesSelf-Dealing and CorporateOpportunitiesNever take advantage of business orinvestment information that is gainedthrough the course of your business dutieswith MODEC.Outside EmploymentA conflict of interest may arise if outsidework, including self-employment, interfereswith your ability to fulfill your MODECresponsibilities, if there is a risk that theoutside employment may cause you to26


disclose our confidential information, or ifthe activity could adversely affect MODEC’sreputation. You must disclose any outsideemployment you have by a MODEC businesspartner or competitor, including serving as adirector, officer, consultant, or contractor, toyour supervisor or the appropriate memberof management.Investment/Ownership InterestsCertain investments and ownership interestsare restricted. For example, if you or afamily member (i.e. child or relative) has aninvestment in or any financial involvementwith any MODEC business partner, includingcustomers, contractors, suppliers, orcompetitors, unless the business partneris a publicly traded company and theshareholding is less than 2% of theoutstanding shares, it could be a conflict.Such investment or ownership interestmust be reported to your supervisor or theappropriate member of management.Family/Relative <strong>Business</strong>RelationshipsIf you or a family member (i.e. child orrelative) is an employee, contractor, owner,or major shareholder of a competitor,supplier, client, or other third party or entitydoing business with MODEC, you mustdisclose the relationship to your supervisoror the appropriate member of management.Participating in Civic andCharitable OrganizationsParticipation in community activities shouldnot adversely affect your job performance,be detrimental to MODEC’s interests, or placeyou in the position of serving conflictinginterests. Involvement in activities thatconflict with, or appear to conflict with, yourjob or MODEC’s interests must be disclosed.Receipt of Fees or Items fromMODEC <strong>Business</strong> PartnersReceipt of fees, commissions, gifts,hospitality or other compensation from aMODEC business partner in your personalcapacity or as a MODEC Employee mustbe disclosed. In such instances, you alsomust comply with the requirements ofMODEC policies and restrictions on giftsand hospitality that may be accepted andpre-approval requirements.Public Officials<strong>Business</strong> relationships with Public Officialsand government entities must be reviewedwith care and due diligence. If you or afamily member (i.e. child or relative) is orhas been a Public Official, is or has beenemployed by a government entity, or iscurrently running for public office, you mustdisclose this relationship to your supervisoror the appropriate member of management.Circumstances can change and newconflicts can surface over time. It isimportant to reassess your situation fromtime to time and discuss any potentialconflicts with your supervisor or theappropriate member of management.QUESTION: My sister owns a cateringbusiness and would like to submit a bid to MODEC.Is she allowed to do so?ANSWER: Yes, your sister is welcome to submita bid through the usual MODEC channels if shemeets our qualifications, just like any other potentialvendor. However, under no circumstances shouldyou share information with her about the selectionprocess. If your sister submits a bid, you shoulddisclose the situation to your supervisor. If youhave any responsibility in procuring these services,you must excuse yourself and should have noinvolvement in the review or selection processes.27


QUESTION: I’m datinganother Employee, and he is beingpromoted to supervisor. Do I need toreport the situation?ANSWER: Yes, the situation couldcreate a potential conflict of interest.You should report the situation to yourHuman Resources Representative tomake sure that there is no inappropriatereporting relationship after thepromotion takes place.Additional Resourcesfor More InformationFor more information on conflicts ofinterest, talk to your supervisor, yourHuman Resources Representative, or theappropriate member of management.Supplier & Vendor RelationsOur StandardOur suppliers make significant contributionsto our success. To create an environmentwhere our suppliers have an incentive tocontinue to work with MODEC, they must beconfident that they will be treated lawfullyand in an ethical manner.Our policy is to purchase supplies and selectsuppliers based on need, quality, service,price, and terms and conditions. We selectsignificant suppliers through a competitivebid process where possible, and all supplierrelationships are conducted by way ofappropriate written contracts.We only do business with suppliers andbusiness partners who embrace anddemonstrate high standards of ethicalbusiness behavior and who shareour commitment to comply with theprinciples in this Code, including anticorruptioncompliance and sustainableenvironmental practices.Our ResponsibilitiesIf you are in a leadership position atMODEC and work with our suppliersand business partners, you shouldcommunicate to our suppliers ourstandards for high performance inethics, health, safety, the environment,and human rights.Watch out for any signs that ourbusiness partners are violatingapplicable law or regulations.Each of us who works withsuppliers must make decisions inthe best interest of MODEC basedon performance criteria, not for anypersonal benefit or gain.Cooperate with audits of suppliersand stop purchasing from those notmaking real progress toward meetingour standards.Respect and protect the confidential andproprietary information of suppliers.Document all supplier relationships inappropriate written contracts.Disclose any situation that may appearto involve a conflict, and removeyourself from making or influencing apurchasing decision where a potentialconflict of interest may exist.Additional Resourcesfor More InformationFor more information on supplier andvendor relations, talk to your ProcurementManagement Representative.28


Insider TradingOur StandardConfidential information may not beused for personal benefit. Each of usis prohibited from trading securities orpassing information on to others who thentrade (‘tipping’) on the basis of materialinformation - about MODEC or any othercompany - before it is made publiclyavailable to ordinary investors.Our ResponsibilitiesDo not buy or sell securities of MODECor any other company on the basis ofmaterial nonpublic information.Be careful when others requestconfidential information about MODECor our business partners. Even casualconversations could be viewed as illegal“tipping” of inside information.Employees and family members maypurchase and sell MODEC securities, aslong as they are not basing decisions oninside information.In order to avoid the appearance thatany MODEC Employee is trading oninside information, no Employee shouldengage in “short sales” or trade in puts,calls, or other options or derivatives onMODEC’s stock.QUESTION: I’m not sure whatkind of information is covered by theterm ‘material information.’ Whatdoes it include?ANSWER: ‘Material information’includes any information that areasonable investor would considerimportant when deciding whetherto buy, sell, or hold a security. Thiscan include news about acquisitions,financial results, important managementchanges, commencement ortermination of client contracts as well asnews about the financial, operational,or environmental performance of acompany. In some jurisdictions, this caninclude simply information related tothe company’s business.Additional Resourcesfor More InformationFor more information on insider trading,talk to the General Affairs Department ofMODEC, Inc.Information that has not been madepublic must not be released outside ofMODEC unless requested through theformal legal process (e.g., subpoena,court order).29


Code of<strong>Business</strong><strong>Conduct</strong>andE t h i c sAnti-corruption, Anti-bribery,& Gifts and HospitalityCombatting Briberyand CorruptionOur StandardWe conduct business free from theinfluence of bribery and corruption.Employees and third parties are expectedto be aware of and follow all anticorruptionand bribery laws everywherewe do business.We must never – directly or indirectly– offer, give, promise, or authorize anunlawful, improper, or corrupt paymentor bribe to or for the benefit of anyperson, including any Public Official.Public Officials Include:Any elected or appointed governmentofficial, officer, employee or person actingin an official or public capacity on behalfof a government (i.e., local, regional, andnational, and legislative, administrative,judicial, and executive branches);Any official or employee of aquasi-public or non-governmentalinternational organization (sometimesreferred to as “NGOs”) such as theUnited Nations, Red Cross, InternationalMonetary Fund, and the World Bank;Any employee or other person actingfor or on behalf of any entity that iswholly or partially government ownedor controlled by a government (such as anational oil company);30


Any person exercising legislative,administrative, judicial, executive, orregulatory functions for or pertaining togovernment (including any independentregulator);Any political party official, officer,employee, or other person acting for oron behalf of a political party; andAny candidate for public office (even ifnot currently in office).Employees and third parties acting onMODEC’s behalf are also prohibited fromsoliciting, demanding, requesting, agreeing toreceive, or accepting anything of value withthe intent of being influenced or rewarded inconnection with MODEC’s business.Third Party Intermediaries and<strong>Business</strong> PartnersMODEC may be liable for corrupt activitiesof third parties –such as agents, consultants,intermediaries, and business partners – ifthey act improperly on MODEC’s behalf.Employees must ensure that MODEC’s thirdparties do not make illegal or improperbribes. Employees must not deliberatelyignore circumstances that should reasonablyalert them to a high probability of improperconduct or unlawful actions and should notpay any third party knowing that the fundswill be used improperly.We will only pay third parties with whomMODEC has a formal written agreement andfrom whom MODEC has an invoice detailingthe amount to be paid. Employees mustensure that such invoices properly identifycommissions. Third parties may only be paidfair market value for services provided.Bribes of any kind given to any person arestrictly prohibited. This includes paymentsor offers to assist MODEC in obtainingor retaining business, to influence anyofficial act or decision, or to secure anyimproper business advantage. We mustbe careful to avoid even the appearanceof offering or accepting an improperpayment, bribe, or kickback.Facilitating PaymentsMODEC prohibits facilitating payments tobe made in connection with its operations. 1Facilitating payments, sometimes known as“grease payments”, are typically small, customarypayments to lower-level Public Officials toexpedite or secure the performance of certainnon-discretionary, routine, governmentaladministrative actions.Our ResponsibilitiesDo not offer, give, make payment,promise to pay, or authorize bribesor kickbacks directly or indirectly toanyone to get or keep business orto influence a business decision onMODEC’s behalf. This includes anyPublic Official, government entity, orprivate person with the intention ofcorrupt influence.Never maintain “off-book” accounts inorder to facilitate or conceal improperpayments. All expenditures and anyother payments must be accuratelypresented in our books and records.Payments that are intended to improperlyinfluence anyone, including a PublicOfficial, must never be made. Remember,Public Official includes employees oforganizations that are owned in whole orin part by a government.1See Group Anti-Corruption Compliance Policy for exceptional circumstances when a facilitation payment ismade under duress, such as when your health or safety is at risk.31


QUESTION: I have questions about theuse of third parties that may be ‘go-betweens’helping us with local government authorities.What should I do to make sure that they don’tget us into trouble?ANSWER: You’re right to be concerned.Control over intermediaries and other thirdparties who are operating on MODEC’s behalfis important. We must exercise due diligence toensure that their reputation, background, andabilities are appropriate and meet our ethicalstandards. Intermediaries are expected to actin accordance with the requirements set out inthis Code. As a general rule, we must never doanything through a third party that we are notallowed to do ourselves.QUESTION: Sometimes when I’mtravelling, I see practices that I would considerinappropriate, but they are common practicesin the country I’m visiting. Facilitating orgrease payments are an example. What shouldI do if I’m asked to provide what I considerto be a bribe but what the locals think of as acommon business courtesy?ANSWER: You should just say no and informthe person that your company’s policies prohibityou from making such payments. Remember, nomatter where you are, our policies apply. Youmust never provide a payment or anything ofvalue to gain an improper business advantage.QUESTION: What if I am threatened andforced to provide a cash payment to a PublicOfficial before I am allowed to exit the country?ANSWER: When a payment is extorted by aPublic Official by threat of imminent bodily harmto an Employee or member of the Employee’sfamily, the Employee may make the payment thatis demanded. Payment by any Employee of a safetypayment must be reported as soon as possible to theChief Compliance Officer. Without exception, anysuch safety payment must be reflected accurately inthe company’s books and records.Additional Resources forMore InformationFor more information on MODEC’s anti-corruptioncompliance policies and prohibition of bribes andfacilitating payments, refer to the Group Anti-Corruption Compliance Policy, the Group Third PartyIntermediary and <strong>Business</strong> Partner Policy, or talk tothe Chief Compliance Officer.Gifts and HospitalityOur StandardWhen handled properly, appropriate and reasonablegifts and hospitality (including meals,drinks, golf, and travel) can strengthenbusiness relationships. But whenabused, they can damageour reputation, harmour business, and mayeven be illegal. Giftsor hospitality may onlybe given if they arereasonable complements tobusiness relationships, are ofmodest value, and not against the law or the policyof the recipient’s company or country.While this area can be complicated, at MODEC oneprinciple is always clear: we do not give or acceptgifts or hospitality to any person, including any PublicOfficial, government entity, or commercial customer,if the intent is to improperly influence a businessdecision or the recipient. Such activities are prohibitedregardless of the value of the gift or hospitality.Gifts and Hospitality of Public OfficialsExtra care and caution needs to be taken whendealing with Public Officials. No gifts or other benefits,including entertainment, can be offered to PublicOfficials which could be considered as influencing anybusiness decision or to obtain improper advantage.Any request made to a MODEC Employee by a PublicOfficial for an improper payment, or any action taken32


or threatened by such a government official with the intent ofobtaining an improper payment, should be reported immediatelyto the appropriate member of management and the ChiefCompliance Officer.Payment or Reimbursement of TravelExpendituresTravel expenditures include airfare, lodging and associatedmeals, and transportation expenditures. Payment orreimbursement of travel expenditures, including thoseoffered or provided to Public Officials in connection withour operations, must comply with specific guidelines andpre-approval processes.Our ResponsibilitiesReview and understand the Group Gifts andHospitality Policy.Only give or accept modest gifts, hospitality, andentertainment according to the specific limits, guidelines,and pre-approval processes established in the Group Giftsand Hospitality Policy.Be particularly sensitive to gifts to or from individuals orentities that are subject to MODEC purchasing or businessdecisions.Do not request or solicit personal gifts, favors,entertainment, or services in connection with youremployment with MODEC.Never give or accept gifts of cash or cash equivalents.Understand and comply with the policies of the recipient’sorganization and national rules before offering a gift orentertainment.Never aid or abet a third party to give or receiveinappropriate gifts or entertainment.Additional Resources for More InformationFor more information on giving or accepting gifts and hospitality,refer to the Group Anti-Corruption Compliance Policy, the GroupGifts and Hospitality Policy, the Group Third Party Intermediaryand <strong>Business</strong> Partner Policy, or talk to your supervisor or theChief Compliance Officer.QUESTION: When I wastraveling, I received a gift from asupplier that may be consideredexcessive, but I’m not sure. Whatshould I do?ANSWER: If you received anygift which you think may exceedour limits, you should report itimmediately to your supervisor. Adetermination will then be made asto how the gift should be disposedof or used and what furthersteps, if any, are necessary. Thereport, including your supervisor’sdisposition decision, should beforwarded to the Chief ComplianceOfficer for tracking purposes.QUESTION: A businesspartner invited me to attend asporting event with him and sit inhis firm’s suite. Is it acceptable forme to go?ANSWER: It depends. Attendinga sporting event with a businesspartner may be an appropriatebusiness courtesy, as long as thevalue of the tickets is not exorbitant.Such an occasion often serves abusiness purpose by facilitatingwork-related discussions andrelationship building. However, inthis case, the tickets include accessto a restricted area and are likelyto have a high monetary value. Youshould discuss the matter with yoursupervisor and seek pre-approvalbefore accepting the invitation. Alsoremember that if the tickets were foryour personal use and the businesspartner wasn’t attending the eventwith you, in such a case the ticketswould be considered an unacceptablegift since there would be no businesspurpose for you to attend the event.33


Lobbying and ContributionsOur StandardAs a responsible corporate citizen, werespect your right to voluntarily participatein your community and in the politicalprocess, including making your ownpersonal social and political contributions.However, due to complex finance and ethicslaws, there are specific guidelines thatmust be followed before lobbying, makingcontributions on behalf of MODEC, orcampaigning for or holding public office.Social ContributionsSocial contributions means anythingof value that is provided to supportcharitable activities, including charitabledonations, funding, scholarships,internships, sponsorships, andparticipation in social programs.Political ContributionsPolitical contributions means anythingof value provided to any individual ororganization for the purpose of promoting,supporting, or influencing any politicalprocess, political organization, or electionfor public office at any level.MODEC generally prohibits the use ofMODEC corporate funds or resources forlobbying or political contributions. MODECprohibits social and political contributionsfrom being made for the improper purposeof obtaining or retaining business orotherwise securing a business advantagefor MODEC. All social and politicalcontributions must comply with applicablelaws and regulations and MODEC policiesand procedures.Employees may participate in politicalactivities in their personal time and at theirown expense. You must always make it clearthat your views and actions are your ownand not those of MODEC.Our ResponsibilitiesTake steps to ensure that your individualpolitical opinions and activities are notviewed as those of MODEC.Committing to any corporate politicalspending or use of MODEC resources forpolitical purposes is prohibited.Never pressure another Employee,client or business partner to contributeto, support, or oppose any politicalcandidate or party.Prior notice must be given to theappropriate member of managementbefore committing to campaign for, seek,or accept appointment to public office.Holding or campaigning for political officemust not create, or appear to create, aconflict of interest with your duties.Never make a political or charitablecontribution with the intent toimproperly influence someone.34


QUESTION: I will be attendinga fund raiser for a candidate for localoffice. Is it OK to list my position atMODEC as long as I don’t use anyMODEC funds or resources?ANSWER: No. You may notreference MODEC in any way withyour personal political activities.Anti-Social ForcesOur StandardIn the countries where MODEC conductsbusiness, certain Anti-Social Forces(“ASFs”), such as gangs and similar groups,may be present. MODEC will never dealwith ASFs or allow them to influenceMODEC’s business or its commitment toethical conduct.QUESTION: I would like toinvite an elected official to speak atan upcoming company event. Wouldthat be a problem?ANSWER: You must get preapprovalfrom the appropriate memberof management before inviting anelected official or other Public Official toattend a company event. If the invitee isin the midst of a re-election campaign,the company event could be viewedas support for the campaign. Any food,drink, or transportation provided tothe invitee could be considered a gift.In either case, there would be limitsand reporting obligations that must becarefully followed.Additional Resourcesfor More InformationFor more information on lobbying and socialand political contributions, refer to the GroupSocial and Political Contributions Policy andthe Group Gifts and Hospitality Policy or talkto the appropriate member of managementor the Chief Compliance Officer.Our ResponsibilitiesAlways refuse requests or demands forhush money, a bodyguard fee, a requestfor negotiations, or any other similardemands from a member of an ASF or acompany closely affiliated with an ASF.Do not make “stop-gap” or one-timepayments as an interim solution tothreats or intimidation by an ASF.Notify your supervisor or theappropriate member of managementif you are intimidated or threatened byany person or group affiliated with anASF or similar group.Additional Resourcesfor More InformationFor more information on Anti-Social Forces,talk to the General Affairs Department ofMODEC, Inc.35


Code of<strong>Business</strong><strong>Conduct</strong>andE t h i c sFair Competition& International TradeFair Dealing andAnti-TrustOur StandardNever engage in improper practices thatmay limit competition through illegal orunfair means. It is very important never toenter into agreements with competitorsrelated to prices or supply levels, orfor the purpose of dividing up clients,customers, suppliers, or sales territories.Anti-trust laws are very complex and therisks of non-compliance can be severe. Asa general rule, contacts with competitorsshould be limited and must always avoidcertain subjects, including any matterrelating to competition between MODEC andits competitor. If such a conversation begins,leave the meeting immediately and report itto the appropriate member of management.Our ResponsibilitiesEmployees must conduct business inaccordance with fair trade practices andapplicable anti-trust, monopoly, competition,and cartel laws. Any prevention of free,transparent, and fair economic competitionis prohibited. Employees must not:Collude with other bidders (“bid rigging”)in any tender, such as determining thesuccessful bidder or contract price orotherwise unreasonably restrainingtrade;Collude with competitors to fix pricesor production/supply levels, or toagree with a competitor to not dobusiness with a supplier or a customer(e.g., a boycott);Illegally exchange competitivelysensitive information with competitors(e.g., pricing, costs, or other confidentialproprietary information regarding36


MODEC plans) that might change the way a competitor behaves in themarketplace and thus raise an inference of collusion.Use a dominant bargaining position to illegally engage in unfairtrade with or against subcontractors, or to exclude competitors fromcompeting for business;Engage in resale price maintenance, bundling, or tie-ins without priorreview and approval by MODEC counsel; orEngage in any other conduct which may violate any relevant anti-trustlaws, rules, or regulations in all relevant jurisdictions.Additional Resources for More InformationFor more information on fair dealing and anti-trust compliance, talk to theappropriate member of management or the Chief Compliance Officer.International TradeOur StandardMany laws govern the conduct of trade across borders,including laws that are designed to ensure that transactionsare not being used for money laundering, othersthat prohibit companies from illegaltrade boycotts, as well aslaws regulating importsand exports.We are committed tocomplying with applicable exportcontrols, economic sanctions, import controls, customs, and other relevantlaws and regulations in the countries in which we operate and do business.Each of us is responsible for knowing the laws that apply to our jobs, andseeking expert advice if in doubt about the legality of an action. Theseinclude laws and regulations of Japan, the United States, and the countriesin which MODEC operates and MODEC’s policies and procedures.Prior to exporting or importing any items, MODEC Employees shouldevaluate how the item will be used, where the item is going to or from, andwhether the item contains technical or controlled information or materials.Export and import control regulations may impose restrictions oninformation, technology, products, technical data, and softwareshipped to and from shipyards, vessels, platforms, or other MODECproducts, wherever constructed or ultimately put into operation.Economic and trade sanctions regulations to further foreign policy,national security, and other objectives may restrict the countries andparties with whom MODEC can do business.QUESTION: I receivedsensitive pricing informationfrom one of our competitors.What should I do?ANSWER: You shouldcontact the appropriate memberof management without delayand before any further action istaken. It is important that, fromthe moment we receive suchinformation, we demonstraterespect for anti-trust laws and wemake clear that we expect othersto do the same. This requiresappropriate action that can onlybe decided on a case-to-casebasis and may include sending aletter to the competitor.QUESTION: I am planningto attend the Annual OffshoreTechnology Conference inHouston, Texas, USA. Arethere any special precautions Ishould take to avoid a potentialanti-trust problem?ANSWER: Trade associationmeetings and other industrygatherings typically serveperfectly legitimate andworthwhile purposes. However,these meetings also provide apotential pitfall under the antitrustlaws because they bringtogether competitors who maybe prone to discuss mattersof mutual concern. MODECEmployees must be especiallycareful to avoid discussionsor exchanges of informationrelating to competitive matters. Ifcompetitors are discussing thesematters, MODEC Employees areexpected to excuse themselves,exit the meeting, and notifythe appropriate member ofmanagement.37


Anti-boycott laws and regulations mayprohibit MODEC or MODEC Employeesfrom participating in or cooperating withcertain boycotts of a party or country.Anti-money LaunderingMoney laundering is a global problem withfar-reaching and serious consequences.It is defined as the process of convertingillegal proceeds so that funds are madeto appear legitimate, and it is not limitedto cash transactions. Involvement in suchactivities undermines our integrity, damagesour reputation, and can expose MODECand individuals to severe sanctions. Manyof these laws and regulations also requirereporting of suspicious transactions andactivities to government agencies.Employees must comply with all applicableanti-money laundering and anti-terrorismrequirements, which prohibit:Engaging in any financial transactionsinvolving property, funds, or monetaryinstruments which, directly or indirectly,promote or result from criminal activity;Receiving, transferring, transporting,retaining, using, structuring, diverting,or hiding the proceeds of any criminalactivity, or aiding or abetting another inany such action; orEngaging or becoming involved infinancing, supporting, or otherwisesponsoring, facilitating, or assisting anyterrorist person, activity, or organization.QUESTION: As part of a bidinvitation, I recently received arequest to support a trade boycott.What should I do?ANSWER: You should contactyour supervisor or your ProcurementManagement Representative.Sometimes such requests are notobvious, but they may, for example,include agreements to refuse to dobusiness with or in a specific countryor with blacklisted companies or tofurnish information about businessrelationships with or in a specificcountry or with blacklisted companies.In other cases, they may includeagreements to discriminate based onrace, religion, sex, national origin, ornationality.Our ResponsibilitiesMaintain appropriate import, export,and customs records at each MODECbusiness location.Seek guidance from your ProcurementManagement Representative toensure that shipments of information,technology, products, or software acrossborders comply with laws governingimports and exports.Additional Resourcesfor More InformationFor more information on internationaltrade and anti-money laundering, talkto your supervisor, your ProcurementManagement Representative, or the ChiefCompliance Officer.38


When all is said and done,it is wr ng to:Falsify recordsEngage in fraudEngage in criminal activityAccept or give a bribeMake a facilitation paymentViolate or abuse employerpoliciesRemove employer propertyfrom the premises withoutauthorizationSteal or attempt to stealemployer or employeepropertyBe habitually tardy or absentBe under the influence ofintoxicating substances onemployer property at anytimeBe insubordinateUse or abuse employertime, property, materialsor equipment withoutauthorizationUse offensive language oncompany premisesHarass or discriminate againstothersBring dangerous orunauthorized weapons ontoemployer premisesBe absent from work withoutauthorization during scheduledwork hoursNeglect job dutiesBring the organization intoserious disreputeFail to report a violation ofcompany policy or lawFail to cooperate with thecompany in an internalinvestigationFail to stop violations by thoseworking under the EmployeessupervisionRetaliate against Employees forreporting actual or suspectedviolations of MODEC policies orthis Code.This is not meant to be an all-inclusive list. For more information,talk to your supervisor or the appropriate member of management.39


IndexAbuse, 13Accounting, 6, 23Accurate business and financial records,23, 24, 31Agents, 5, 31Alcohol, 16, 17Anonymous reporting, 9, 10Anti-corruption laws, 28, 30, 32, 33, 40Anti-trust, 36, 37Audit, 8, 24Bidding, 20, 22, 28, 36, 38Bid-rigging, 36Blogs, 25Board of Directors, 5, 6Boycotts, 37, 38Bribery, 30, 31, 32<strong>Business</strong> intelligence, 21<strong>Business</strong> partners, 1, 5, 8, 12, 17, 20, 21,27, 28, 29, 31<strong>Business</strong> records, 23Chief Compliance Officer, 5, 6, 7, 8, 9, 10,24, 32, 33, 35, 37, 38Civic organizations, 27Collusion, 37Communicating with the public, 24, 25Company assets, 18, 19Company funds, 35Company property, 15Competition, 36Competitors, 20, 21, 27, 36, 37Confidential information, 18, 19, 20, 21,26, 29Confidentiality agreements, 20, 21Conflicts of interest, 26, 28, 34Contractors, 5, 15, 27Cooperating with investigations, 6, 8, 10Corporate opportunities, 26Customers, 12, 19, 20, 27, 36Decision-making guidelines, 7Discipline, 6, 10Discrimination, 10, 12, 25Diversity, 12Drugs, 16E-mail, 12, 20, 22Employee privacy, 19, 22Entertainment, 32, 33Environmental concerns, 4, 14, 15, 17Equal opportunity, 12<strong>Ethics</strong> Hotline, 9, 10Exports, 37, 38Facilitating payments, 31, 32Fair competition, 36Family, 27, 29, 32Financial reporting, 23Firearms, 15Fraud, 21, 23Funds, 18, 23, 31, 34, 35, 38Gifts, 27, 30, 32, 33Government, 10, 11, 16, 20, 22, 23, 24, 27,30, 31, 32, 33, 38Harassment, 10, 12, 13, 15, 25Health, 14, 15, 17, 28Hotline, 9, 10Human Resources, 7, 9, 11, 13, 15Inside information, 29Insider trading, 29Intellectual property, 18, 19, 20, 21International trade, 36, 37Intimidation, 35Investigations, 10, 24Investments, 27Invoices, 23, 31Kickbacks, 31Lobbying, 34, 35Managerial responsibilities, 8, 15Marketing data, 19Misconduct, 8, 9, 10Non-retaliation policy, 10Outside employment, 26, 27Political activities, 34, 35Political contributions, 34, 35Privacy, 19, 22Procurement ManagementRepresentative, 38Property, 15, 18, 19, 22, 38Protecting assets, 18Protecting employee information, 22Quality, 14, 15, 28Records management, 8, 19, 22, 23, 24,31, 32, 38Reporting concerns and violations, 8, 9Responsibilities of employees, 8Responsibilities of leadership, 8, 9Retaliation, 9, 10, 25Safety, 5, 14, 15, 16, 17, 28Sanctions, 37, 38Securities, 29Security risks, 15Self-dealing, 26Sexual harassment, 13Social networking, 25Software, 18, 19, 37, 38Substance abuse, 16Suppliers, 5, 17, 22, 27, 28, 36Third parties, 9, 15, 21, 22, 30, 31, 32Tipping, 29Training, 8Travel, 15, 32, 33Violence, 15Waivers, 6Weapons, 15Web portal, 9Work environment, 4, 12, 13, 14, 16, 17, 1940

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