Business Conduct Ethics - modec

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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
Page 1 and 2: Code ofBusinessConductandEthicsLead
Page 3 and 4: A Message from OurPresident & CEOSi
Page 5 and 6: Accurate Books and Records 23Legal
Page 7 and 8: and regulations, but also with ethi
Page 9 and 10: Code ofBusinessConductandE t h i c
Page 11 and 12: authority to any individual who you
Page 13 and 14: Code ofBusinessConductandE t h i c
Page 15 and 16: The most common form of harassment
Page 17 and 18: cooperation of all employees. MODEC
Page 19 and 20: Policy, the Global Human ResourcesP
Page 21 and 22: images or text; any materials promo
Page 23 and 24: Intellectual PropertyWe have an obl
Page 25 and 26: Accurate Books and RecordsOur Stand
Page 27 and 28: Using social mediaWe must be especi
Page 29 and 30: disclose our confidential informati
Page 31 and 32: Insider TradingOur StandardConfiden
Page 33 and 34: Any person exercising legislative,a
Page 35 and 36: or threatened by such a government
Page 37: QUESTION: I will be attendinga fund
Page 41 and 42: When all is said and done,it is wr

Business Conduct Ethics - modec

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