Corporate Governance - Conduct
ACTUANT CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS
I. CEO'S LETTER
The following corporate compliance plan and code of ethics has been established to help guide each of us in resolving the ethical dilemmas that arise in the increasingly complex global business environment and clearly sets forth our commitment to strive to conduct business with the highest ethical standards.
Some of the requirements in this booklet are new; others restate and reinforce principles by which Actuant has done business for many years. While business practices may change over time, our commitment to the highest standards of integrity remains constant. We believe that conducting business ethically is critical to our success. It means more than just obeying the law; it means that the highest standards of integrity underlie everything we do at Actuant. This is a legacy of which we can all be proud, and which we, as individuals, help maintain.
It is important that each of us clearly understand our responsibilities for conducting ourselves in accordance with the policies and procedures that express Actuant's ethical standards, which include compliance with all applicable laws. This Code of Business Conduct and Ethics summarizes these standards and some of the more important laws to enhance each of our understanding and to enable each of us to properly conduct Actuant's business. Of course, no code of conduct can anticipate and address every situation. In many cases, common sense and good judgment will be your best guide. In other cases, you may also want to talk with your manager, your Human Resources leader, our Corporate Compliance Officer or me. We have also engaged an independent company called EthicsPoint to serve as a communication option for those that wish to voice concerns but prefer to remain anonymous. Whatever you do, remember: when you act on the company's behalf, Actuant's reputation for maintaining the highest ethical standards is in your hands.
President and CEO
At Actuant, we frequently encounter a variety of ethical and legal questions. In deciding how to deal with these issues, Actuant expects all employees to obey the law and act in a manner consistent with Actuant's Values. The following Code of Business Conduct and Ethics provides general guidance for resolving a variety of legal and ethical questions for employees of Actuant. By consistently applying the Company's high ethical standards to all of our global business relationships, we will continue to support a work environment and atmosphere that is conducive to individual and Company success.
As part of our commitment to the highest ethical standards, we have adopted Values and leadership behaviors (Actuant Leadership Expectations) to help guide our decision making and action:
Our Values are simple and straight forward statements that represent how we get our work done every day at Actuant. The behaviors derived from these Values represent our Actuant Leadership Expectations (ALEs) and guide our employee performance and development.
Actuant's Leadership Expectations (ALE)
• ALE’s a group of leadership behaviors Actuant believes are most important to drive our growth AND we would expect of all employees.
• ALE provides defined behaviors that determine Actuant culture and create a common language to communicate expectations
• ALE offers a one-company approach that guides hiring, assessment, development and career progression
By living these Values and demonstrating these leadership behaviors, Actuant and our employees will be able to maintain the highest standard of ethical behavior. Our strong ethical behavior will in turn reward us, our shareholders, and our customers and enable Actuant to continue to be a respected corporate citizen throughout the world.
Ill. ENFORCEMENT AND ADMINISTRATION OF THE PLAN
Under Actuant's Compliance Plan, all employees with supervisory or management responsibility are responsible for enforcement of the Compliance Plan in their respective areas of activity/authority. Actuant has appointed a Corporate Compliance Officer, who will administer Actuant's overall Compliance Plan. Our Corporate Controller serves this role.
The Compliance Plan will involve an internal monitoring system which includes the following activities:
• Each year all employees should review the Compliance Plan and Code of Conduct.
• The Compliance Officer will oversee the performance of testing and interviews from time to time to test compliance with applicable laws, regulations and the Compliance Plan and Code of Conduct.
• The Compliance Officer will report issues investigated, any findings and resolutions, and plans of correction to the appropriate Human Resources leaders and to the Chairman of the Audit Committee.
A. Reports of Suspected Violations
If you believe that Actuant policy is not being followed or that someone may be violating the law, you must report that conduct. Some examples of conduct which should concern you are the following:
• You believe that another employee, agent, or other person or firm representing Actuant, is engaged in activity that violates the law or Actuant policies.
• You have been requested to make, accept, authorize, or agree to any offer, action, or payment which is contrary to the law or these written policies.
• You have, or you are aware of another employee who has, or is considering having a financial interest or outside business relationship which might involve a conflict of interest.
• You have been offered a gift or favor from an outside business that deals with, or seeks to deal with, Actuant other than normal entertainment or non-material items offered in the usual course.
Of course, any use of the reporting system must be done in good faith. If you are in doubt about a matter, it is better to report it so that all doubts can be resolved.
1. Filing an Oral Report
You are encouraged to report any concern you may have about adherence to the Compliance Plan, the Code of Conduct or the law to your immediate supervisor or the manager of your department or your local HR leader. If you are uncomfortable discussing a matter with your supervisor, manager or HR leader, the Corporate Compliance Plan has its own reporting system. You may contact the Corporate Compliance Officer at Corporate Headquarters. If your concern relates to an area of operations supervised by the Corporate Compliance Officer, or you are uncomfortable reporting to the Corporate Compliance Officer, you may contact the Executive Vice President Human Resources.
To report any concern you may have, you may contact us in person, on the phone, through email, or in writing, either by identifying yourself or anonymously:
Global Human Resources: Andre Williams, EVP Global Human Resources- 1-262-293-1933
Corporate Compliance Officer: Bob Wrocklage, Corporate Controller- 1-262-293-1692
Internal Audit Leader: Karen Herman, Internal Audit Leader- 1-262-293-1547
2. Filing a Report in Writing
You may also file a report by writing to the Corporate Compliance Officer. Your written report should contain enough information so that the nature of the reported activity and the persons involved can be determined. If you would like the Corporate Compliance Officer to be able to report back to you, you will need to identify a way to contact you.
3. Whistleblower Hotline
Actuant also maintains a confidential, anonymous reporting mechanism which you can use to voice any concerns, whether it be concerns over fraud or financial irregularities, unsafe working conditions, workplace discrimination or harassment, conflicts of interest, workplace violence or threats, violation of policy or any other matter of concern. Actuant has engaged an independent company called EthicsPoint to serve as a communication option for those who wish to voice concerns, but prefer to remain anonymous. EthicsPoint service is available 24 hours a day, seven days a week, via telephone (US/Canada: 1-866-384-4277) or the Worldwide Web at www.ethicspoint.com EthicsPoint phone numbers outside of the US and Canada are listed in Appendix A or can be found in the Ethics Hotline section of the Actuant Intranet (HUB).
Every reasonable effort will be made to protect the anonymity of those who bring issues to the attention of the Company, but there may be situations where a reporter's identity must be disclosed (for example, if governmental authorities become involved). Actuant will not discipline any employee not involved in the violation for the communication in good faith of a suspected violation of policies, laws or regulations. Actuant will also protect from retaliation individuals who express reasonable suspicion or concerns.
B. Review of Suspected Violations
The Corporate Compliance Officer, with guidance from Actuant's legal counsel, will review and, if necessary, investigate reported activity. If warranted, Actuant will report suspected violations to the proper authorities.
C. Additional Information
Inevitably, this Compliance Plan addresses questions that escape easy definition about how the law or the Code of Conduct may apply. This Compliance Plan may not address every question which you may encounter. The Compliance Plan is not intended to make you an expert in all of the areas it covers. It will, however, alert you to the types of activities which may result in a violation of local, state or federal law so that you will be in a position to ask the appropriate questions or, at the very least, know that an issue should be reviewed. Supplemental information about applicable laws may be obtained by contacting the Corporate Compliance Officer.
D. Your Role in Actuant's Compliance Plan
No compliance plan can cover every possible question of business practice. When in doubt, ASK BEFORE YOU ACT. Questions regarding the interpretation of this Plan should be referred to the Corporate Compliance Officer.
The Compliance Plan does not replace specific Actuant policies and procedures. Those policies and procedures should continue to be used by you as a source of specific information on procedures to be followed within Actuant. From time to time, Actuant may find it necessary to revise the Compliance Plan or the various policies described in the preceding paragraph. Actuant will provide you with revisions to the Compliance Plan or policies as these changes occur.
As a condition of employment with Actuant, you are expected to adhere to Actuant's Code of Business Conduct and Ethics and all underlying policies and procedures. Violations of the Code of Business Conduct and Ethics or other Actuant policies may lead to discipline up to and including discharge, as well as, in some cases, civil and/or criminal liability.
Actuant considers your actions with respect to the Compliance Plan and the Code of Conduct to be significant indications of judgment and competence. Accordingly, these actions constitute an important element in the evaluation of your performance and in consideration for position assignments and promotions.
IV. YOU AND YOUR JOB AT ACTUANT
A. Communication Channels
Open communication helps make our respect for individuals come alive. It means we give one another accurate and timely information about business issues. We listen to each other and our customers and suppliers because we believe communication is as much about listening as it is about talking. Differing opinions and expressions of concern are welcome: While we may disagree with one another, we know healthy debate is important. We strive to keep the communication channels open.
When communication takes the form of a concern or complaint, we can take that concern or complaint to a manager. If the complaint is about the manager or HR leader, or if the manager or HR leader cannot solve the problem, we can take the matter to higher management or to other appropriate persons without fear of reprisal.
Our communication with one another and other stakeholders, including customers, is always professional and courteous. Being rude or abusive to one another, to customers or to others is never acceptable.
Open communication is an extension of respect for individuals on another level. Our coworkers, customers, and others depend on us to take responsibility for what we say and do. If we make commitments, we keep them; if we are going to be absent from work, we promptly tell our managers so commitments to customers and others can be met. And we are honest with our work time, because others count on us to each do our share in making the timely delivery of superior Actuant products and services the trademark of our business.
B. Work Environment Safety
Actuant is committed to making the work environment safe and healthy for its employees and others. To this end, Actuant strives to comply with all applicable laws and regulations relating to safety and health in the workplace. Employees are told about procedures that are in place to protect them from generally recognized workplace hazards. Dangerous conditions are immediately reported so that workplace accidents are minimized. In day-to-day operations, Actuant employees integrate safety, health, and ergonomics into design, manufacturing, installation, use, maintenance, and service procedures.
A healthy, safe and productive work environment extends beyond the physical conditions encountered therein. Actuant's work climate must also be free from discrimination and harassment based on race, color, religion, sex, sexual orientation, age, national origin, disability, veteran status or other factors that are unrelated to Actuant's legitimate business interest. Actuant will not tolerate sexual advances, actions, comments, or any other conduct in the workplace that creates, in the judgment of Actuant management, an intimidating or otherwise offensive environment. Similarly, the use of racial or religious slurs, or any other remarks, jokes or conduct that encourages or permits an offensive work environment will not be tolerated.
If you believe that you are subject to such improper conduct, you should bring such activity to the attention of the Company, either by informing your manager, your HR leader, the Corporate Compliance Officer, the Executive Vice President Human Resources or the Global HSSE Leader. All employee complaints of such conduct will be investigated promptly. Employees, who are found to have engaged in harassment or discrimination, or to have misused their positions of authority in this regard, are subject to disciplinary measures, including dismissal.
Actuant also prohibits certain other activities that are not conducive to a safe and healthy work environment. Such activities include (1) threats, (2) violent behavior, (3) the possession of weapons of any type; and (4) the use, distribution, sale or possession of illegal drugs or any other controlled substance, except for approved medical purposes. Furthermore, employees should not be on Actuant premises or in the Actuant work environment or conduct Actuant business if they are under the influence or affected by such illegal drugs, controlled substances used for nonmedical purposes, or alcohol. Employees who engage in any of these prohibited activities are subject to disciplinary action, including dismissal.
C. Privacy of Employee Records
Actuant recognizes that privacy is important to each of us. The Company therefore maintains only those employee records required for business, legal, or contractual reasons, and limits access to and knowledge of those records to people who need the information for legitimate business or legal purposes.
If you have access to personal information about co-workers, take precautions to ensure it is not misused or disclosed improperly. Any file containing employee data transmitted inside or outside the Company must be encrypted or password protected
D. Conflicts of Interest
1. General Principles
Actuant relies on the good faith of its employees in the exercise of their responsibility to Actuant. All business judgments on behalf of the Company should be made by its employees on the basis of such trust and in Actuant's best interest. Actuant fully respects the rights of employees to privacy in their personal affairs and financial activities. The purpose of this policy is to provide guidance to employees in avoiding situations in their personal activities which are, or appear to be, in conflict with their responsibilities to Actuant.
Although it is impractical to attempt to define every situation which might be considered a conflict of interest, generally speaking, a conflict exists when an employee's personal interests or activities may influence his/her judgment in the performance of his/her duty to the Company. There may be cases where such conflicts are more theoretical than real, but employees should be concerned about possible conflicts and review and disclose the situation in light of the following guidelines.
2. Possible Conflicts
The situations listed below are areas where the possibility of a conflict of interest may occur:
a. Financial Interests.
A conflict may exist when an employee, or member of his/her immediately family, directly or indirectly, (i) owns or otherwise engages in the same or similar kind of business in which the Company or any affiliate engages, or (ii) owns a significant beneficial interest in a competitor or concern which has a current or prospective business relationship with the Company or an affiliate, if such employee is in a position to influence the business decision of the Company or such outside concern.
b. Outside Activities.
A conflict may exist when an employee, or member of his/her immediate family, serves as a director, officer, employee, or agent of an organization which is either a competitor or which has a current or prospective business relationship with the Company or an affiliate. A conflict may also exist when an employee engages in a personal business venture which prevents him/her from devoting the time and effort which his/her position at Actuant requires. A conflict may also exist when an employee participates in a charitable or civic organization or serves in public office if the activities of any such organization or public body directly involve the business interests of the Company or an affiliate.
A conflict may arise through the acceptance of gifts from competitors, customers,
or others having or desiring to have a business relationship with Actuant if the acceptance or the prospect of receiving gifts tends to limit the employee/recipient from acting solely in the best interests of the Company. "Gifts" include any gratuitous service, loan, material discount, money or article of value, but does not include articles of nominal value given as sales promotions or holiday remembrances or the value of reasonable entertainment consistent with ordinary social and business custom.
It is against Actuant's policy for its employees to accept significant gifts from Actuant's vendors, customers or anyone desiring to do business with Actuant. Any questions on this policy should be referred to the Corporate Compliance Officer. Any offer of a gift or gratuity to an Actuant employee outside of normal course or material should be reported to the Corporate Compliance Officer. Failure to report such an offer is a violation of Company policy.
Gift-giving practices vary around the world. Gifts are generally given to create goodwill and, in some parts of the world, declining a gift may insult the giver. On the other hand, accepting a gift may create a conflict of interest or the appearance of a conflict of interest. This presents a dilemma for the recipient of a gift.
When is it appropriate to accept a gift? Generally, you can accept a gift if it is unsolicited, inexpensive, and not given to influence your judgment. Otherwise, you should decline it and explain Actuant's policy to the gift-giver. Never solicit gifts directly or indirectly, from customers or suppliers. Under no circumstances accept payments, loans, kickbacks, special privileges or services from anyone.
In parts of the world where gift-giving is common practice and not accepting a gift could reflect badly on Actuant, it may be appropriate to accept an expensive gift as long as doing so would not violate any laws or in any way discredit Actuant, and the gift is unsolicited and not given to influence your judgment. If you receive such a gift, you must advise your manager or the Corporate Compliance Officer.
You may accept meals or other modest forms of entertainment from customers or suppliers as a courtesy extended during the normal course of business, provided the entertainment is not being offered to influence your business decisions.
If a customer or supplier proposes entertainment that is more than modest or routine, you must consult your manager before accepting the invitation.
Actuant does not buy business: We obtain it on the merits of our products, services, and employees. Never offer money, favors, inappropriate gifts or promises of gifts, or anything else of unusual value to influence, direct, obtain or retain business. Such payments or favors may be considered bribery, which violates Actuant policy as well as the laws of the United States and other countries. In addition, it is equally unacceptable to take bribes in any form.
f. Transactions Involving the Company.
A conflict may exist when an employee, or member of his/her immediate family (a) engages in the sale, rental, or purchase of any property from the Company other than a routine sale of Company products through normal sales outlets, or through normal surplus property procedures, or (b) benefits personally from any purchase or sale of properties of whatever nature by the Company, or derives personal gain from any transaction to which the Company is a party. Any such transaction must be approved by the Board of Directors or appropriate committee thereof.
g. Business Opportunities.
An employee shall not appropriate to himself/herself or to any other person or outside organization the benefit or opportunity which comes from knowledge gained in the course of employment. It continues to be the policy of the Company to require employees, at the time of their employment, to sign a written agreement prohibiting unauthorized disclosure of confidential information and misappropriation of the Company's intellectual property.
3. Disclosure Procedure
Because it is not possible to list all situations or relationships which might create conflicts of interest problems and because each situation must be evaluated on the facts, employees should promptly disclose to their manager any circumstances which might constitute a violation of these guidelines. Employees are encouraged to obtain assistance through the Corporate Compliance Officer and the Company's legal counsel to determine if a conflict exists and, if so, how it should be resolved.
E. Insider Information
Before engaging in any transaction in Actuant Corporation securities, you must follow this policy.
Both the federal securities laws and Company policy prohibit transactions in Company stock or other securities such as options at a time when you may be in possession of material information about the Company which has not been publicly disclosed. This also applies to members of your household as well as all others whose transactions may be attributable to you.
Material information, in short, is any information which could affect the stock price. Either positive or negative information may be material. Once a public announcement has been made, you should wait until the third succeeding business day before engaging in any transactions (e.g., announcement on Monday, trade on Thursday; announcement on Friday, trade on Wednesday).
For further information and guidance, please consult with the Company's Chief Financial Officer. If you have questions about insider information, the Chief Financial Officer will answer them.
V. PROTECTING ACTUANT'S ASSETS
Actuant has a wide variety of assets, including not only our physical and electronic assets but also our extremely valuable proprietary information. Actuant proprietary information pertains to intellectual property, typically the product of the ideas and hard work of many talented employees of Actuant. Actuant's proprietary information also includes confidential data entrusted to many employees in connection with their jobs.
Protecting Actuant's assets is essential to Actuant's success as a corporation. The loss, theft or misuse of such assets jeopardizes Actuant's reputation and future success. Therefore, each of you is personally responsible not only for protecting Actuant property entrusted to you, but also for helping to protect the Company's assets in general. You should be alert to any situations or incidents that could lead to the loss, misuse or theft of any Actuant property and you should be aware of the security procedures and policies in place to prevent such loss. You should promptly report any such situations that may jeopardize Actuant's property to the Corporate Compliance Officer, your manager, or your HR leader.
A. Proprietary Information
Proprietary information is information or knowledge that Actuant has determined must not be disclosed to others, except as required by law or permitted by Company policy, because doing so could disadvantage Actuant competitively or financially; because the information could hurt or embarrass employees, customers, suppliers, joint venture partners, or the Company; or because the information belongs to others and we have agreed to keep it private.
Such proprietary information includes the business, financial, marketing, and service plans associated with our services and products. It also includes personal information, medical records, salary data, and engineering and manufacturing know-how and processes, business or product plans with outside vendors, business strategies, unannounced products or services, patent applications and copyrighted material such as software.
Each of us is responsible for ensuring that proprietary information is protected from theft, damage, unauthorized disclosure, or inappropriate use. Always store such information in a safe place and follow security procedures for the computer systems you use. In addition, use common sense to help prevent accidental disclosure of proprietary information. Remember that you can be overheard in public places such as airplanes, elevators, and restaurants, and when using portable communications devices. Also, don't discuss Actuant's proprietary information with family or friends; they may not understand its significance and may inadvertently pass it to someone who should not have it.
B. Intellectual Property
Intellectual property includes ideas, inventions, computer programs and works of authorship. In most cases, employee-generated intellectual property is automatically owned by Actuant through operation of law. In other cases, title to employee-generated intellectual property is given to Actuant by contractual provisions. For example, when you joined Actuant or its predecessor in interest, you may have been required to sign an agreement under which you, as an employee, agreed to assign to Actuant all right, title and interest in any intellectual property you develop to Actuant. The rights you assigned include all intellectual property which relates to Actuant's actual or anticipated business, research or development or that are suggested by, or result from, work or tasks you perform for, or on behalf of, Actuant.
Subject to the laws of each country, this obligation applies no matter where or when--at work or after hours--such intellectual property is created. You must report that intellectual property to Actuant, and protect it like any other proprietary information of the Company. However, if you believe that your idea, invention, computer program, or other material neither falls within the area of Actuant's actual or anticipated business interests, nor resulted from, nor was suggested by, any of your work assignments at Actuant, you should discuss it with the Actuant Legal Department. Throughout your employment with Actuant, you should receive advice and direction from the Actuant Legal Department before taking any action with respect to an invention that may be patentable, and provide the Actuant Legal Department with copies of any patent you have applied for or obtained outside of Actuant.
C. Company Funds and Property
We are all responsible for safeguarding and making proper and efficient use of Company funds and property by following procedures to prevent their loss, theft, or unauthorized use. Company funds and property include company time; cash, checks, drafts and charge cards; land and buildings; records; vehicles; equipment, including fax machines, copiers, and telephones; computer hardware and software; scrap and obsolete equipment; and all other funds and property.
Here are some ways to protect Company funds and property:
• Make sure expenditures are for legitimate business purposes
• Keep accurate and complete records of funds spent
• Use corporate charge cards only for business purposes or as specified in Company instructions
• Make sure computer and communications equipment and systems (including passwords or other methods used to access or transmit data) and the information they contain are protected against unauthorized access, including the use of complex passwords
• Use Actuant's trademarks and service marks in accordance with Company instructions.
Actual or suspected loss, damage, misuse, theft, embezzlement, or destruction of Company funds or property should be reported immediately to the Corporate Compliance Officer.
D. Company Records
Accurate and complete records are critical in meeting Actuant's financial, legal, and management obligations, as well as in fulfilling our obligations to customers, suppliers, shareholders, employees, government agencies, and others. Company records include employee and payroll records; vouchers; bills; time reports; billing records; measurement, performance, and production records; and other essential data.
To protect Company records, we must always:
- Prepare records accurately and completely
- Sign only records that are accurate and complete
- Retain records according to legal requirement and the Actuant Records Retention Policy
- Disclose records only as authorized by Company policy or in response to legal process
- Limit internal access to personal and confidential information to those with a legitimate business reason for seeking that information. Use only personal and confidential information for the purposes for which it was originally obtained. Obtain the consent of the person concerned before externally disclosing any personal information, unless legal process or contractual obligation provides otherwise
- Encrypt or password protect any files containing employee data when communicating (email or other communication channels) within the company
- Limit collecting and storing personal and confidential information of external stakeholders including but not limited to other organizations, public officials, current customers, suppliers or future prospects. If this information is obtained as part of the regular business, retain for only as long as it is needed, protect and secure this information while in your possession and immediately destroy if not needed
Questions about protecting or releasing Company records should be directed to the Corporate
E. Financial Reporting
It is extremely important that Actuant's accounting, financial, and other systems provide accurate and timely reporting of transactions involving Company assets. Every accounting or financial record, as well as the underlying support data, must accurately describe the transaction without omission, concealment, or falsification of information.
Questions about protecting or releasing Company records should be directed to the Corporate
F. Cybersecurity/Acceptable Use Policy
All Actuant employees are responsible for the security of our IT systems and the data on them. Actuant’s IT systems exist to support and enable the business. Appropriate usage and security of Actuant’s IT systems are the responsibility of all employee users. Actuant has adopted an Acceptable Use Policy with respect to its IT systems and Actuant’s cybersecurity program which is applicable to all employees. Further, all Actuant employees are responsible to use Actuant provisioned and approved USB disk media to store and share information. Information stored on the USB drives must be handled per Acceptable Use Policy. See Acceptable Use Policy, Index Number IS-01.
VI. CUSTOMER AND SUPPLIER RELATIONS
Actuant engages in a variety of business relationships with other companies and organizations, including authorized business partners, alliance companies and other equipment manufacturers. More than one kind of relationship often exists between Actuant and these organizations at the same time. For example, a firm that is an Actuant customer or alliance partner may concurrently be a supplier and an Actuant competitor. No matter what type of organization you are dealing with or what its relationship is to Actuant, you should always observe the following general standards:
A. Selling to Customers
Actuant employees compete vigorously, but fairly. We do not misrepresent our products and services, even if it means losing a sale. Where silence about a fact could mislead a customer, we disclose the information. We communicate clearly and precisely so that our customers understand the terms of our contracts, including performance criteria, schedules, prices, and responsibilities. If you believe that the other person may have misunderstood you, promptly correct any misunderstanding. Honesty based on clear communication is integral to ethical behavior. The resulting trustworthiness is essential to sound, lasting relationships.
B. Information About Others
In the normal course of business, it is not unusual to acquire information about many other organizations, including competitors. Doing so is a normal business activity and is not unethical in itself. In fact, Actuant quite properly gathers this kind of information for such purposes as extending credit and evaluating suppliers. The Company also collects information on competitors from a variety of legitimate sources to evaluate the relative merits of its own products, services, and marketing methods. This activity is proper and necessary in a competitive environment.
In gathering such information, you should never employ improper means to acquire a competitor's trade secrets or other confidential information. Flagrantly illegal practices such as industrial espionage, trespassing, burglary, wiretapping and stealing are obviously wrong.
Once acquired, information about other companies should be treated with sensitivity and discretion. Such information often contains personal information, and other companies are justifiably concerned about their reputations and the privacy of their people. Adverse information with no business use should not be kept nor maintained.
When working with sensitive information about other companies, you should use that information in the proper context and make it available only to other Actuant employees with a legitimate need to know. In presenting such information, you should discuss the identity of the organization or individuals only if it is necessary. If disclosure is not necessary, you should present the information in the aggregate or by some other means.
C. Doing Business with Governments
Special care must be taken when dealing with government customers. Activities that might be appropriate when working with private sector customers may be improper and even illegal when dealing with government employees. If you work with government customers, be aware of and honor procurement and other laws that apply. Contact the Corporate Compliance Officer if you learn of a violation of these laws.
D. Choosing Suppliers
We strive to build good working relationships with our suppliers. They are partners in helping us achieve the highest standards of quality and in supplying our customers. We choose our suppliers based on merit, considering among other things, price, quality, delivery capability, and reputation for service and integrity.
A. Antitrust Laws
Many countries have antitrust or competition laws designed to benefit consumers by promoting competition. While varying in scope, these laws primarily prohibit conspiracies that reduce or eliminate competition. Actuant complies with the antitrust or competition laws of all countries where we do business.
U.S. antitrust laws apply to business in the United States and, in certain circumstances, to business conducted in other countries. Where U.S. law applies, Actuant prohibits:
- Making agreements or reaching understandings with competitors to set minimum or maximum prices or any term of sale affecting price; to allocate customers, products, services, or territories; or to set the supply or production levels for any product or service
- Making agreements or reaching understandings with competitors not to deal with any customer, supplier, or competitor, or any group of customers, suppliers, or competitors
- Dictating the resale prices of Actuant products or services offered by independent distributors or other resellers.
There are other activities that might also violate U.S. antitrust laws, such as refusals to do business, exclusive dealing arrangements, significant differences in prices or terms offered to similar customers, and charging below-cost prices.
Because this area of the law is complex, and the penalties for violation severe, please contact the Corporate Compliance Officer if you have any questions about antitrust or competition laws of the countries where Actuant conducts business, or believe that such laws might apply.
B. Foreign Corrupt Practices Act and UK Bribery Act
Bribery is not only wrong, it is also illegal. The U.S. is the global leader in enforcing anti-bribery legislation by way of the U.S. Foreign Corrupt Practices Act (“FCPA”). Other countries, such as the United Kingdom, have similar laws, such as the Bribery Act 2010 (“UK Bribery Act”). The FCPA applies to all U.S. companies; U.S. citizens, nationals and residents; individuals acting on behalf of such companies or individuals; and entities that commit an offense in the U.S. The UK Bribery Act applies to all companies and persons where the relevant act or omission was committed in the UK or was committed outside the UK by any company or person who is a British national, UK resident, or working for a company that does business in the UK. All Actuant employees and agents are required to comply with the FCPA, UK Bribery Act, and all other antibribery laws applicable to Actuant, its subsidiaries, and its employees and agents.
The FCPA specifically prohibits paying, offering to pay, or authorizing any money, gift or anything else of value to any foreign official including an employee of a state-owned company, political party official, or candidate for political office, directly or indirectly, in order to obtain or keep business.
The FCPA also requires companies with securities traded on a U.S. exchange, like Actuant, to maintain books and records that accurately and fairly reflect corporate transactions, and to maintain a system of internal accounting controls that provides reasonable assurance that financial transactions undertaken by the Company and its employees are consistent with management’s intent and are recorded as necessary to permit financial statements to be prepared accurately.
Similarly, the UK Bribery Act prohibits offering, promising or giving a financial or other advantage intending to “influence” a public official’s performance of his or her official duties and to obtain or retain a commercial advantage. An officer or other senior employee of an organization can also violate the UK Bribery Act if the bribery is committed on behalf of the organization with his or her “consent or connivance.”
In addition, the UK Bribery Act prohibits offering, promising or giving a bribe intended to cause “improper performance” of a relevant function, as well as agreeing to receive or accepting such a bribe, even if no public official is involved. Unlike the FCPA, the UK Bribery Act prohibits bribes that occur entirely in the private sector, with no connection to government activity.
Violations of the FCPA and UK Bribery Act may result in severe criminal and civil penalties. Consequently, the Company is committed to full compliance with the letter and spirits of the FCPA and UK Bribery Act. The purpose of this policy statement is to alert all employees to the requirements of the FCPA and UK Bribery Act and to establish codes of conduct and record keeping procedures that assure that all financial transactions undertaken by the Company are in compliance with the FCPA and UK Bribery Act.
In order to assure that the Company and its employees remain in compliance with the FCPA and UK Bribery Act, the Company has issued the following policy guidelines:
- Actuant’s relationship with all third parties including foreign governmental agencies and their officials and personnel in the United States and in each foreign country in which business is conducted shall be in all respects such that public disclosure of the full details thereof will not impugn the Company’s integrity and reputation. Accordingly, payments, gifts, or entertainment, regardless of amount, to foreign governmental officials and personnel for obtaining, maintaining or directing Company business, shall not be permitted. This includes “facilitating payments” to a government official, or payments to provide incentive for the official to complete some action or process expeditiously. Likewise, making, offering, or receiving payments, gifts or entertainment to or from any individual that is or may reasonably be perceived as intended to improperly influence business decisions is strictly prohibited. Appropriate business meals, inexpensive promotional items and other items of modest value may be permitted provided they are not intended and may not reasonably be perceived as intended to improperly influence decisions affecting the Company’s business.
- The foregoing prohibition applies to the use of corporate as well as personal funds or assets. It also applies with equal force to indirect contributions, payments or gifts made through any medium, such as through consultants, advisors, suppliers, customers or other third parties.
- Actuant personnel are to conduct Company business in compliance with the written laws of all countries in which the Company does business, in addition to the FCPA and UK Bribery Act.
- The use of Actuant funds or assets for any unlawful, improper or unethical purpose is prohibited.
- No undisclosed or unrecorded funds or assets of Actuant are to be established for any purpose (i.e., scrap funds, vending machine funds, etc.).
- False, inflated or artificial entries are not to be made in the books and records of Actuant for any reason, and no employee shall engage in any arrangement that results in such entries.
VIII. INTERNATIONAL TRADE
A. Export Control Laws
Export control laws govern the export of products, commodities and technical information from a country.
It is Actuant's policy to comply with the export control laws and regulations of all countries in which we do business. This includes, without limitation, all restrictions set forth by the Office of Foreign Assets Control (OFAC) promulgated by the U.S. Department of Treasury.
It is against the law to export without authorization or to facilitate (directly and indirectly) the unauthorized export of Actuant products and technology. Penalties for failure to comply with export laws and regulations are severe and can result in fines, loss of export privileges for our products and imprisonment. If you have questions on export-related issues, talk with your manager or the Actuant Legal Department.
B. Import Control Laws
Import control laws govern the import of products, commodities and technical information into a country. These laws control what can be imported, , how the articles should be marked, and the amount of duty to be paid. It is Actuant's policy to comply with the import control laws and regulations of all countries in which we do business. If you have questions on import-related issues, talk with your manager or the Actuant Legal Department.
IX. COMMUNITY SUPPORT
A. Community Activities
Actuant encourages employees to participate in community activities. Employees should ensure, however, that no conflict of interest- either actual or potential exists between their Actuant employment and their duties in public or civic affairs, whether elective or appointed, paid, or voluntary. For example, sometimes employees who perform public service or hold an elected or appointed position are called upon to make decisions that might affect Actuant (such as voting on a land use ordinance that involves Actuant real estate). If you find yourself in a situation like this, consult the Corporate Compliance Officer or, if time does not permit, abstain from the vote.
B. Political Contributions and Involvement
Actuant encourages employees to be active in the civic life of their communities. However, such service may, at times, place you in a situation that poses a conflict of interest with Actuant. As a community board or community committee member, you may, for example, be confronted with a decision involving Actuant. It might be a decision to purchase Actuant equipment or services. Or it might be a decision regarding the zoning of property in which Actuant owns an interest. Actuant supports employee participation in the political process. Employees, however, are prohibited from using their positions with Actuant, or Actuant's assets, to try to influence the personal decisions of others to contribute to or otherwise support political candidates.
C. Environmental Protection
Actuant complies with all environmental, safety, and health laws and regulations of the countries where we conduct business. Actuant also:
- Promotes awareness about protecting the environment
- Considers environmental criteria when evaluating projects, products, processes, and purchases
- Encourages technologies that do not pollute
- Employs processes and product designs that minimize waste
- Protects the environment by conserving resources, recycling, and reusing materials
- Designs and manufactures products that are safe for people to use and that meet or exceed all appliance government standards and regulations.
Contact the Corporate Compliance Officer or the Global HSSE Leader if you have questions about Actuant's environmental protection policy.
The Code of Conduct applies to all Actuant employees. It affirms our commitment to the highest standards of integrity in our relationships with one another and customers, suppliers, shareholders, and others in the communities where we live and work. Each employee will receive the Code of Conduct to read carefully and managers will review it with their teams as needed. Actuant also provides training and other resources to employees with respect to complying with the relevant laws, rules and regulations associated with their employment.
While compliance is everyone's responsibility, Actuant has established a compliance structure which assigns oversight responsibility for Actuant's business ethics program to the Corporate Compliance Officer. Business unit and division heads are responsible for establishing, implementing, and maintaining an effective program, including a system of internal controls, to ensure compliance by everyone in their organization with all laws and regulations and the provisions of this Code of Conduct. People who supervise others have a special responsibility to show, through words and actions, personal commitment to the highest standards of integrity. In particular, managers- as coaches and leaders- must:
• Maintain an environment of open communication in which the provisions of this Code of Conduct and related policies and instructions are shared and discussed
• Ensure that their staff understand our values and the provisions of this Code of Conduct, and give them additional training, when appropriate
• Take reasonable steps to ensure that unethical conduct within their areas of responsibility is detected and addressed
• Consider whether a person lives according to our guiding values before placing him or her in a position of responsibility.
Every one of us must comply with the letter and spirit of all applicable laws and regulations, with the provisions of this Code of Conduct, and with other Company policies and instructions. Ultimately, our conduct is our own responsibility. None of us should ever commit dishones . destructive, or illegal acts even if directed to do so by a manager or co-worker, nor should we direct others to act improperly. In addition, do not deviate from Actuant's policies and instructions even if doing so appears to be to the Company's advantage.
We are each responsible for notifying our manager or the Corporate Compliance Officer immediately if we suspect, observe, or learn of unethical business conduct or the commission of any dishonest, destructive, or illegal act. Actuant will investigate all reports, including those made anonymously, and provide feedback when appropriate. There will be no reprisals against people who report suspected violations in good faith and their identities will be protected to the extent consistent with law and Actuant policy.
Because Actuant believes so strongly in ethical behavior, employees who do not comply with the provisions of this Code of Conduct and other company policies and instructions may be disciplined, up to and including dismissal.