This Code of Business Conduct and Ethics is addressed to each and every employee of the Company, wherever he or she may be. Each of you must conduct his or her affairs with uncompromising honesty and integrity. Business ethics are no different than personal ethics. The same high standard applies to both. You are required to adhere to the highest standard regardless of location.
You are expected to be honest and ethical in dealing with each other, with customers, suppliers and all other third parties. Doing the right thing means doing it right every time.
You must also respect the rights of your fellow employees and third parties. Your actions must be free from discrimination, libel, slander or harassment. Each person must be accorded equal opportunity, without regard to race, color, creed, religion, national origin, age, sex, marital status, lawful alien status, non-job related physical or mental disability, veteran’s status, sexual orientation, gender identity or expression, or any other distinction prohibited by law.
Misconduct cannot be excused because it was directed or requested by another. In this regard, you are expected to alert management whenever an illegal, dishonest or unethical act is discovered or suspected. You will never be penalized for reporting your discoveries or suspicions.
The Company conducts its affairs consistent with the applicable laws and regulations of the countries where it does business. Business practices, customs and laws differ from country to country. When conflicts arise between the Company’s ethical practices, and the practices, customs, and the laws of another country, the Company seeks to resolve them consistent with its ethical beliefs. If the conflict cannot be resolved consistent with its ethical beliefs, the Company will not proceed with the proposed action giving rise to the conflict. These ethical standards reflect who we are and are the standards by which we choose to be judged.
The following statements concern frequently raised ethical concerns. A violation of the standards contained in this Code of Business Conduct & Ethics will result in corrective action, including possible dismissal.
Conflicts of Interest
You must avoid any personal activity, investment or association which could appear to interfere with good judgment concerning the Company’s best interests. You may not exploit your position or relationship with the Company for personal gain. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if you:
- Cause the Company to engage in business transactions with relatives or friends;
- Use nonpublic Company, customer or supplier information for personal gain by you, relatives or friends;
- Have more than a modest financial interest in the Company’s suppliers, customers or competitors;
- Receive a loan, or guarantee of obligations, from the Company or a third party as a result of your position other than as approved by the Board of Directors; or
- Compete, or prepare to compete, with the Company while still employed by the Company.
There are other situations in which a conflict of interest may arise. If you have concerns about any situation, follow the steps outlined in the Section on “Reporting Ethical Violations.”
Compliance with Law
You are expected to comply with all applicable laws, rules and regulations. If you have questions, the Chief Financial Officer and Accounting Officer can assist you.
Gifts, Bribes and Kickbacks
The Company’s position on gifts, bribes and kickbacks is covered in the separate statements on anti-bribery which are in line with the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Please refer to these separate statements and be sure you are familiar with their requirements.
Improper Use or Theft of Company Property
Every employee must safeguard Company property from loss or theft and from inappropriate use. Company property includes confidential information, software, computers, PDAs, cell phones, office equipment, and supplies. You must appropriately secure all Company property within your control to prevent its unauthorized use. Use of the Company’s electronic communications systems must conform with the Company’s Electronic Communication Systems Policy which, among other things, precludes using such systems to access or post material that: is pornographic, obscene, sexually-related, profane or otherwise offensive; is intimidating or hostile; or violates the Company’s policies or any laws or regulations. Employees may make limited non-business use of the Company’s electronic communication systems (e.g. PDAs, cell phones, computers), provided that such use: (i) is occasional, (ii) does not interfere with the employee’s professional responsibilities, (iii) does not diminish productivity, and (iv) does not violate this Policy or the Company’s Electronic Communication Systems Policy; or if an exception is specifically authorized in writing by the Company’s Executive Management.
Covering Up Mistakes; Falsifying Records
Mistakes should never be covered up, but should be immediately fully disclosed and corrected. Falsification of any Company, customer or third party record is prohibited. If you are uncertain about whether a mistake has been made, you should seek guidance from your immediate supervisor or manager.
Protection of Company, Customer or Vendor Information
You may not reveal Company, customer or supplier confidential or proprietary information to others or use this information other than as needed to perform your employment duties for the Company. Additionally, you must take appropriate steps — including securing documents, limiting access to computers and electronic media, and proper disposal methods — to prevent unauthorized access to this information. Proprietary and/or confidential information, among other things, includes: business methods, pricing and marketing data, information on strategy, research and development information, technical know-how, and information about, or received from, the Company’s current, former and prospective customers, suppliers and employees.
Gathering Competitive Information
When gathering competitive information, you must not violate our competitors’ rights. You may not accept, use or disclose their confidential or proprietary information which includes information that provides a competitor with a business advantage and is not known to the public.
You may access publicly available information such as annual reports, company web sites and publications, public presentations and public marketing documents, journal and magazine articles, stockbroker analyses, advertisements and other public media filings and offerings.
You may never use any type of ruse, scheme, misrepresentation or omission to obtain any information — whether confidential or not. If you use third party consultants to assist a search you must be extremely diligent that they strictly adhere to both the letter and spirit of this Code of Business Conduct & Ethics and that both the receipt and use of the gathered information is fully lawful. In no event may you use a third party to undertake activities that would be unacceptable or improper if conducted by the Company.
As a general rule, you should never engage in any course of action that you feel would be inappropriate or unethical if conducted by or on behalf of a competitor to obtain Company information. If you are uncertain what may be obtained or used, the Chief Financial and Accounting Officer can assist you.
Sales: Defamation and Misrepresentation
Salespersons should always seek to provide high value products and services, best suited to a customer’s or prospect’s request or needs. It is each salesperson’s obligation to ensure that customers and prospects are not offered products or services that have no beneficial value to the customer or are not well suited to the customer’s or prospect’s business needs. Selling must never include misstatements or lies about APS products and services, or about customer’s or prospect’s needs. Spreading rumors, even indirectly, about our competitors, their products or their financial condition is strictly prohibited.
Use of Company and Third-Party Software
Company and third-party software may be distributed and disclosed only to employees authorized to use it, and to customers in accordance with terms of a Company agreement.
Company and third-party software may not be copied without specific authorization and may only be used to perform assigned responsibilities. All third-party software must be properly licensed. The license agreements for third party software may place various restrictions on the disclosure, use and copying of software.
No company employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
Fair Competition and Antitrust Laws
The Company must comply with all applicable fair competition and antitrust laws. These laws attempt to ensure that businesses compete fairly and honestly and prohibit conduct seeking to reduce or restrain competition. If you are uncertain whether a contemplated action raises unfair competition or antitrust issues, the Chief Financial and Accounting Officer can assist you.
No company funds may be given to political candidates. Unless you are otherwise specifically prohibited by the Company, you may make personal contributions to the extent permissible under federal or state law.
Record Keeping and Financial Reporting
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions.
All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, accurately and appropriately reflect transactions and comply with applicable legal requirements and the Company’s internal controls and procedures, and be prepared in accordance with U.S. Generally Accepted Accounting principles and other applicable financial statement requirements.
Company business records must be maintained for the periods specified in the Company’s Record Retention Policy (available from the Corporate Finance department). Records may be destroyed only at the expiration of the pertinent period. In no case may documents involved in a pending or threatened litigation, government inquiry or under subpoena or other information request, be discarded or destroyed, regardless of the periods specified in the record retention Policy. In addition, you may never destroy, alter, or conceal, with an improper purpose, any record or otherwise impede any official proceeding, either personally, in conjunction with, or by attempting to influence, another person.
The Code of Business Conduct & Ethics applies to all Company employees and its Board of Directors. There will be no waiver of any part of the Code, except by a vote of the Board of Directors, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect the Company.
Reporting Ethical Violations
Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow employees. If you are powerless to stop suspected misconduct or discover it after it has occurred, you must report it to the appropriate level of management at your location.
If you are still concerned after speaking with your local management or feel uncomfortable speaking with them, you must (anonymously, if you wish) contact the Chief Financial and Accounting Officer at (330) 342-2128 or by sending a detailed email to firstname.lastname@example.org.
Any reports that involve the Chief Executive Officer, President, Chief Financial Officer, or Chief Operating Officer will be immediately communicated to a member of the Board of Directors who is not an employee of the Company.
Your calls, detailed notes and emails will be dealt with confidentially. You have the commitment of the Company and the Board of Directors that you will be protected from retaliation.