Unimatic is committed to the highest standards of ethics
in the conduct of its business. We have a duty to our
customers, to our community, to our suppliers and to ourselves
- both in private and public - to ensure that the attitudes
described in this document carry over into our daily activities. Our
products and our business practices will comply with both
the spirit and the letter of the law.
Unethical conduct is not necessarily motivated
by personal gain. People may act
improperly in the mistaken belief that
they are somehow benefiting Unimatic. But
they are wrong; illegal or unethical business
practices can only harm.
Every employee must read this document
and apply it to his or her work. If
you have any questions about how these
principles apply to your situation, I expect
you to seek guidance from your supervisor
or from other sources available for this
purpose.
This section provides a summary of the
standards of conduct Unimatic expects of
its directors, officers, employees, consultants,
representatives and other agents.
Index
Applicability
of Code
Compliance
Business
Ethics Manager
Standards
Additional
Government Laws and Regulations
Violations
Reporting
Discipline
Acknowledgment
I.
Applicability of Code
This code applies to directors, officers,
employees, (hereafter referred to as “employees”)
consultants and other representatives of
Unimatic and any of its divisions, subsidiaries,
and affiliates, throughout the world.
This booklet contains the Unimatic Ethical
Conduct as it applies in the United Kingdom.
II.
Compliance
The standards of conduct, legislation
and regulations described in this booklet
are not intended to be all-inclusive, but
are designed to provide you with guidance
and an understanding of the types of activities
to which Unimatic will not be a party. Unimatic
will supplement these standards with manuals
and training from time to time. All
employees are expected, as a condition
of their employment with Unimatic, to comply
with both the letter and the spirit of
this Code.
III.
Business Ethics Manager
To facilitate the implementation of this
Code and Ethics Education and Training
programme, Unimatic has appointed a Business
Ethics Manager. The Business Ethics Manager
shall:
Consider appropriate standards of
conduct and prepare modifications and
updates to this code as needed;
Oversee development and implementation
of educational programmes and materials
for Ethics training and awareness programmes;
Ensure that all employees, including
recruits, receive a copy of the current
code and are given an appropriate Ethics
briefing;
Review the results of all investigations
and direct or approve of the resolution
of all alleged incidents; and
Make recommendations on disciplinary
actions, if required.
The Business Ethics Manager shall :
Accept telephone calls (and written
communication, anonymous or confidential
if required) from employees who
wish to report alleged violations of
this code or any applicable law or regulation,
or to ask questions about the applicability
of the code; and
Arrange for the investigation and
resolution of alleged violations of this
code.
IV.
Standards
a) PERSONAL
CONFLICTS OF INTEREST
A personal conflict of interest occurs
whenever the interests of an employee are
inconsistent with the responsibilities
of his or her employment. Unimatic
employees must be constantly vigilant to
such situations and avoid even the appearance
of a conflict of interest. The following
are several of the more likely areas of
concern.
1) Outside
Interests
Unimatic employees shall not have any
outside employment, consulting, or other
business relationship with a competitor,
customer or supplier of Unimatic. Any
exception to this practice requires the
prior approval of a Director of your
business. If even an appearance
of a conflict exists approval will not
be granted.
2) Business
with Relatives
No employee shall knowingly directly
or indirectly do business on behalf of
Unimatic with a relative or member of
his or her immediate family except if
the facts are fully disclosed in advance
and a determination is made in the first
instance by a Director of the business
that the conflict is not material.
3) Insider
Trading
Unimatic employees may not trade in
the shares of Unimatic or any other company,
or buy or sell any property or assets,
on the basis of “inside” information
acquired through their employment at
Unimatic. “Inside” information
means information about the plans or
operations of Unimatic or any other company
that is not generally available to customers,
investors and the general public.
4) Community
Activities
Unimatic encourages its employees to
become involved in a range of community
activities. Employees must understand,
however, that their involvement and participation
must be on an individual basis, generally
within their own expense and time, or
within the parameters of company policy. Further,
when an employee speaks or writes on
public issues, it must be made clear
that comments or statements made are
those of the individual and not Unimatic’s.
b) BRIBES,
GIFTS, GRATUITIES & ENTERTAINMENT
Unimatic supplies quality products and
gains its competitive advantage through
adherence (inter alia) to the good business
practices of quality, excellent service,
timely delivery and a competitive price. It
is contrary to policy to use bribes or
other similar methods to gain a competitive
advantage. For this purpose Unimatic
has adopted the US Department of Defence
(“DoD”) regulations in interpreting
the meaning of a gratuity as :
“... any gift, favour,
entertainment, hospitality, transportation,
loan, any other tangible item, and any
intangible benefits (for example discounts,
passes, and promotional vendor training)
given or extended to or on behalf of
DoD personnel, their immediate families,
or households for which fair market value
is not paid by the recipient...”
This prohibition does not include corporate
hospitality offered or given which is intended
to cement corporate relationships, provided
that such hospitality or gratuities are
reported to, and given approval by, a Director.
c) RECEIVING
GIFTS OR FAVOURS
Unimatic employees are prohibited from
accepting from a supplier any payments,
materials or services of value as an inducement
for award of a purchase order or subcontract
award. We adhere to the same standards
when purchasing material or services from
others as when selling our products to
our customers.
d) ACCURATE
BOOKS AND ACCOUNTS
All payments, receipts and other transactions
must be properly authorised and be accurately
and completely recorded in the books and
records of the operating unit in accordance
with generally accepted accounting principles
and established policies and procedures. No
undisclosed or unrecorded funds may be
established for any purpose, nor may Unimatic’s
funds be placed in any personal or non-corporate
account. All Unimatic’s assets
are to be properly protected and asset
records regularly compared with actual
assets, with proper action taken to reconcile
any variances.
e) ACCURATE
REPORTING OF COST DATA
When submitting data of any kind to the
government, customers or suppliers, Unimatic
employees shall not:
Submit data which is in any way not
current, inaccurate, incomplete or misleading;
or
Falsify, alter or distort information
to be submitted.
Such acts may be seen as unlawful
and could result in legal prosecution of
Unimatic and the employee involved. Relevant
data includes cost reports, expense reports,
pricing proposals or negotiations, certification
relating to cost or pricing data, or requests
for payment of government-related funds.
Falsification includes changing a document
after it has been signed or otherwise completed,
unless the responsible counterpart has
agreed to the changes and the changes are
properly noted on the document.
f) ACCURATE
TIME REPORTING
If Unimatic employees are required to
maintain detailed time records, through
the use of either job or project time sheets,
the appropriate records must be completed
in a timely manner and must accurately
reflect the actual time spent on each task. Failure
to reflect time accurately could result
in an improper allocation of costs, which
carries severe penalties. Therefore,
employees must :
Accurately record all time worked
on a daily basis (if relevant);
Ensure that all time records reflect
the proper amounts of time to be charged
to each job account or project number;
Document and secure approval for any
time record changes or corrections; and
Report any deviations from proper
time charging policies to their line
manager or the Business Ethics Manager.
g) ACCURATE
REPORTING OF QUALITY DATA
Unimatic takes great pride in the quality
of the products and services it provides. Unimatic
employees are prohibited from engaging
in any activity which causes Unimatic to
deliver goods or provide services which
do not conform to applicable laws, regulations,
quality control procedures, specifications
and other applicable contract provisions.
Unimatic employees are also prohibited
from engaging in any activity which causes
Unimatic to deliver goods or provide services
which do not conform to contract requirements
unless the customer is fully aware of the
non-conforming situation and agrees in
writing to accept the delivery of non-conforming
goods and services. This is true
without regard to budget or delivery deadline
considerations.
Unimatic employees are prohibited from
engaging in any activity which improperly
or incorrectly records inspection and test
results, incorrectly certifies the conformance
of products to any standard, incorrectly
certifies the availability or accuracy
of documentation concerning compliance
with applicable contract provisions, specifications,
and quality control procedures, or otherwise
falsifies the quality, workmanship, composition
or quantity of products delivered to customers.
h) CONFIDENTIALITY
Unimatic employees are prohibited from
disclosing to any outside party, except
as specifically authorised by management,
any proprietary or confidential business,
financial, personnel or technological information,
plans or data that they have acquired during
their employment at Unimatic. Upon
termination of employment, employees are
required to return any documents or files
(electronically readable or otherwise)
in their possession and may not copy, take
or retain any documents containing information
proprietary to Unimatic.
V.
Additional Government Laws & Regulations
Unimatic is committed to absolute compliance
with all laws controlling the way
in which we conduct our business. Some
of these key laws and regulations are summarised
below.
a) COMPETITION
UK and European laws are complex and carry
penalties which are severe. It is
important that these laws be strictly followed. Among
the transactions and practices which are
prohibited by the laws is the agreement
between competitors to : (1) fix prices
or rig bids; (2) allocate territories,
markets or customers; (3) limit production,
or (4) boycott certain customers or suppliers;
(5) abuse a dominant position in a market. Certain
types of agreements between suppliers and
their customers are also prohibited when
they inhibit free and open competition. Relevant
laws include Articles 85 and 86 of the
Treaty of Rome, the Competition Act 1980,
the Restrictive Trade Practices Act 1976
and the Fair Trading Act 1993. If
in doubt consult a senior manager.
b) RESTRICTIVE
TRADE PRACTICES
Unimatic will not directly or indirectly
engage in any activity that could have
the effect of promoting a boycott or restrictive
trade practice fostered by a foreign country
against customers or suppliers located
in another country. Advice of a senior
manager should be sought immediately and
prior to any action upon such a request.
c) EXPORTS
OF PRODUCTS AND TECHNOLOGY
In a few cases involving Unimatic
technology and/or products and services
an export licence is required. In
some cases this may even include component
drawings. Serious consequences, including
fines and the loss of export privileges,
can result if an item or technology that
requires a licence is exported, or disclosed
to foreign persons without the proper licence. If
there are any doubts as to whether a licence
is needed, you must check first with a
senior manager.
d) CONSULTANTS,
REPRESENTATIVES, LOBBYISTS, AND OTHER THIRD
PARTIES
Certain laws may require disclosure of,
and place limits on payments to, consultants,
representatives, lobbyists or other third
parties in dealings with the government. Therefore,
the use of any third parties on behalf
of Unimatic must receive the prior approval
of a Director. All third parties
shall be required to abide by the standards
of this Code and fully comply with applicable
foreign laws and regulations as well as
with the laws of England.
e) EMPLOYEE
SAFETY
All operations must be conducted with
the highest regard for the health, safety
and welfare of employees and the protection
of the general public. In these practices
all employees must comply with the letter
and spirit of the Health and Safety at
Work Act 1974 and regulations made thereunder,
other governmental legislation, regulatory
requirements and Unimatic standards.
f) ENVIRONMENTAL
PROTECTION
Unimatic must conduct operations with
the highest regard for the quality of the
environment, which includes, but is not
limited to, water, air and general land
usage. In these practices all employees
must comply with the Environmental Protection
Act 1990 and regulations made thereunder,
other governmental legislation, regulatory
requirements and Unimatic standards.
g) EQUAL
EMPLOYMENT OPPORTUNITY
It is Unimatic’s policy to endorse
and support applicable laws in the treatment
of all employees and prospective employees. In
this regard, Unimatic will recruit, select,
train, promote, reward, transfer, discipline
and release employees, and take any and
all other personnel actions, without regard
to race, colour, religion, national origin,
sex or disability.
h) ALCOHOL
AND SUBSTANCES OF ABUSE-COMPLIANCE
It is the policy of Unimatic to observe
local and national laws and regulations
regarding the use of alcohol and substances
of abuse and to recognise its responsibilities
towards misuse and addiction among its
employees as serious and urgent.
VI. Violations
Reporting
Employees are expected to report known
or suspected violations of these standards
of conduct to their immediate supervisor
or other superior if appropriate. If
an individual feels they are not receiving
an appropriate response, they may pursue
a satisfactory answer through the next
level of supervision. At any time,
anyone may phone the Business Ethics Manager. If
preferred, they may write in confidence
to Unimatic. There will be no repercussion
on any employees who report suspected wrongdoing.
VII.
Discipline
Non-adherence to this Code can cause severe
harm to Unimatic and its employees. Failure
to comply with these standards may result
in appropriate disciplinary action by Unimatic
ranging from a verbal warning to dismissal. Violations
may also result in civil and/or criminal
penalties against Unimatic and/or the individuals
involved.
VIII.
Acknowledgment
All Unimatic employees will be required
to complete and sign a Certificate confirming
that they have received and read this booklet
and that they understand the Code of Ethical
Conduct. This requirement will be
fulfilled at the time of joining Unimatic
or for current employees upon receipt of
this booklet. The requirement for
acknowledgements will be repeated from
time to time.
