This Compliance and Ethics Policy (“Policy”) applies to all employees, including officers and directors while on-site, remote, or traveling on behalf of Catalog Technologies, Inc. (hereafter “CATALOG” or the “Company”).
Business partners (such as contractors, suppliers, vendors, service providers, etc.) should understand that our employees must conduct business in accordance with this Policy and actions by any business partner that violate our standards set forth in this Policy might result in the need to sever our business relationship with that person or entity.
USING THIS POLICY
This Policy is a guide to the ethical and legal responsibilities of our employees. This Policy is not a comprehensive rulebook, and many of the responsibilities and expectations included here may also be discussed in other materials (e.g., the Employee Handbook and state specific addendums), procurement policies, and applicable business unit or department policies and procedures. This Policy is not a substitute for any of those more specific policies.
This Policy references many laws and regulations as well as many CATALOG standards that go beyond legal minimums. Please contact our VP of Legal if you find yourself in a situation where you are unsure of your responsibilities under the law.
OUR COMPLIANCE & ETHICS PROGRAM
The Compliance & Ethics program was established, in part, to provide employees and business partners with an alternate route to voice questions or concerns regarding ethical or legal issues in our business. The goal of this program is to assure an environment in which anyone feels comfortable seeking advice on business ethics, or to help address potential legal or ethical violations, anonymously or otherwise.
To achieve this goal, the program consists of several parts:
Compliance & Ethics Policy: This Policy sets forth acceptable and expected business practices and conduct.
Training and communication: Employees are required to take Compliance & Ethics training periodically.
Chief Compliance Officer (CCO): A high-level employee assigned by our Board of Directors to oversee the program.
Compliance & Ethics Line: This website may be used at any time, 24 hours a day, 7 days a week to report any possible violations. of this Policy, anonymously if preferred. We do not make efforts to identify the email or IP address utilized. Messages to the Compliance & Ethics Line will be investigated as appropriate.
The Compliance & Ethics Line is available to our employees. It is also available to business partners and other people acting on our behalf (agents) with a concern about our business practices.
WHAT TO EXPECT WHEN CONTACTING COMPLIANCE & ETHICS
When contacting the Compliance & Ethics Line with a question or concern, this is what you can expect:
Your report, concern, or question will be taken seriously and will be handled promptly, discreetly, and professionally.
All reports will be given the same consideration whether they are submitted anonymously or not.
Any report or concern raised will be investigated by the CCO or, if appropriate, referred to Human Resources, legal, and/or other internal resource channels for response or follow-up.
We will maintain the confidentiality of your report to the fullest extent possible. However, information will be disclosed as necessary to investigate and address the situation appropriately.
Substantiated concerns will be resolved through prompt and appropriate action.
REPORTING CONCERNS – WITHOUT RETALIATION
If you have a concern, or see a possible violation, you should take the initiative and use your good judgment. This may mean, as a first step, talking to your manager. If you are uncomfortable reporting your concern to your manager, report it to senior management, Human Resources, the CCO, or use the Compliance & Ethics Line.
Retaliation or adverse action against an employee, for cooperating in a formal audit, investigation, or reporting a suspected violation of Company policies, will not be tolerated.
Keep in mind that making a report that you know is false is also a violation of this Policy.3
In addition to internal avenues available for reporting, employees also have the right to freely report any concerns externally to the appropriate authorities. Nothing in this Policy, nor any other Company policy prohibits, or is intended to prohibit, employees from reporting possible violations of law or regulation to any governmental agency or entity, or making other disclosures that are protected under such laws or regulations. One does not need the permission of anyone at the Company to make any such reports or disclosures. Employees who choose to report externally are also protected from retaliation and/or adverse action on this basis as described and set forth by this Policy.
ADDITIONAL RESPONSIBILITIES OF LEADERSHIP
Every leader is expected to follow our management policies. Leaders are expected to exemplify the highest standards of ethical business conduct and lead by example. Leaders should also look for opportunities to discuss and address ethics and challenging situations with others. In addition, they should also make sure any business partner we work with understands their compliance and ethics obligations under our policies.
DIVERSITY AND NON-DISCRIMINATION
Inclusion and diversity are fundamental strengths of our corporate culture. An inclusive work environment brings together a wide variety of working and thinking styles, backgrounds, skills, and cultural experiences that enable us to meet the needs and expectations of an increasingly diverse global customer base.
Our colleagues, job applicants, and business partners are entitled to respect regardless of race, color, national origin, ancestry, sex, sexual orientation, gender identity or expression, religion, age, pregnancy, disability, military status, genetic information, marital status, any factor the law protects from employment discrimination, or any other factor that influences an individual’s working or thinking style.
HARASSMENT–FREE WORKPLACE
Harassment, intimidation, and abuse are prohibited at CATALOG. It doesn’t matter if you are an employee or business partner, harassment violates our beliefs. We must protect the right of everyone to work in a harassment-free environment.
Harassment can take many forms, all of them unacceptable. Some examples are:
Jokes, insults, threats and other unwelcome actions and/or comments concerning a person’s race, color, sex, gender identity and expression, sexual orientation, age, religion, national origin, disability, military status, educational background, or economic status;
Unwelcome sexual advances, requests for sexual favors, and other unwelcome verbal or physical conduct of a sexual nature;
Conduct that disrupts another’s work performance, or creates an intimidating or hostile work environment; and nonverbal conduct, such as staring, leering, or giving inappropriate gifts.
Our expectations:
Help each other by speaking out when a co-worker’s conduct makes you or others uncomfortable;
Sexual harassment, including requests for sexual favors or other unwelcome verbal or physical conduct of a sexual nature, is strictly prohibited;
Our Company utilizes the support of consultants, service providers, and suppliers for various business activities. All these workers are to be treated with respect and they deserve a harassment-free environment. They must also follow our established safety procedures and follow our non-harassment policy. We will not tolerate illegal actions conducted by anyone while doing business with us or on our behalf.
ELECTRONIC INFORMATION DEVICES
Business tools that are supplied by the Company and/or any device or system connected to the Company network is for the purpose of increasing productivity and the quality of your work. Examples of these business tools are email, internet access, phones, computers, tablets, voicemail, and removable media. Use these business tools in a productive, professional manner, and remember:
Passwords are provided and assigned to individual employees for their specific job function; they are not to be shared.
Devices should not be connected to any network not permitted by the Company.
The use of these tools must not violate our harassment-free policies.
Copyrighted material, trade secrets, other confidential information, or business records may not be transmitted or received without proper approval and may only be shared in compliance with applicable confidentiality requirements. Please refer to the Company’s policy on Best Practices in Intellectual Property.
These tools should not be used to perform work for non-Company business.
Limited personal use of the Company’s electronic business tools may be acceptable if it does not violate our policies or interfere with your work performance or the work of others.
Communication such as emails and direct/instant messages sent or received on company systems, including internet activity, is not private. The Company has the right to record, view electronic communication, and monitor internet activity on company systems and to block employees from visiting specific internet sites, or limit the amount of time an employee may spend on a specific website.
Email must be treated as any other business document. Therefore, be clear, professional, and polite in your communication. Proofread the content and recipient list before hitting “send.”
If any of your Company-issued assets are lost, stolen, or damaged, you should contact your manager immediately so that your device can be disabled, and any additional measures can be taken.
BUSINESS PRACTICES
Our business partners (such as contractors, suppliers, vendors, service providers, etc.) make significant contributions to our success. We engage them in an honest and ethical fashion. We don’t take advantage of anyone, whether directly through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or indirectly through any other unfair practice.
We purchase goods and services and develop and maintain business relationships based on sound business reasons, such as suitability, diversity, quality, delivery and cost. Purchasing arrangements must be done pursuant to our procurement policies. They must be properly documented and clearly identify all material terms and conditions, including the services or products to be provided, price, and payment terms. No payment on behalf of our company shall be approved without adequate supporting documentation.
We believe in doing business with business partners who embrace and demonstrate high standards of ethical business behavior and who share our commitment to diversity and environmentally sound practices.
CONFLICTS OF INTEREST
A conflict of interest exists whenever you have a competing interest or loyalty that may interfere with your ability to make an objective decision for CATALOG. Each of us is expected to use good judgment and avoid situations that can lead to a clash between our professional obligations and our personal interests or that of our family members. That includes even the appearance of a conflict which can undermine the trust others place in us and damage our reputation.
Conflicts of interest may be actual, potential, or even a matter of perception. Since these situations are not always clear-cut, you need to fully disclose them to a member of leadership so that it can be properly evaluated and managed. If unsure, it is best to report it.
Self-Dealing and Corporate Opportunities
If you learn about a business opportunity through your work, our interests take precedence. This means that you, or your family members, must not take that opportunity unless you have fully disclosed your interest in that opportunity in writing to the CCO, and you have been notified that a determination has been made that such interest will not affect the impartial discharge of your duties or obligations to the Company.
Services and Discounts
You, or your family, may not accept any special services, discounts, or rebates from our business partners, competitors, or any business entity that does business, or seeks to do business, with us unless they are made publicly available to all employees at our Company.
Outside Employment
Outside employment can create a real or perceived conflict of interest. You may not seek compensation of any kind, including loans, payments, subsidies, or services from our business partners, competitors, or any person or business entity that does business, or seeks to do business, with the Company.
To ensure that there are no conflicts and that potential issues are addressed, even if it is only a perception that a conflict of interest may exist, you must disclose and discuss outside employment with your manager.
External Boards
We encourage and are proud of employees’ involvement in and attempts to improve their communities through their participation on boards of organizations that benefit education, the arts, athletics, scouts, and similar endeavors. However, affiliations with outside organizations, such as membership on a board of directors or advisory board, may also lead to actual, potential, or perceived conflicts of interest. Being transparent about board memberships is beneficial for both the Company and employee.
You may not accept or maintain a seat on a board of directors or advisory board of any for profit business or organization specifically including, but not limited to, one of our business partners, competitors, or any business entity that does business, or seeks to do business, with us without advance written approval by the Company President.
Employees who intend to accept or maintain a position as an officer or director of a nonprofit organization must obtain advance approval from CCO.
Exception: If an employee is not representing CATALOG no disclosure or approval is required with respect to the following types of organizations: condominium associations, religious institutions, volunteer work with entities such as parent-teacher associations, youth sports organizations, scout groups, community volunteer organizations, or similar endeavors. If you are in doubt whether your organization of interest would fall within the exception category, contact the CCO.
GIFTS AND ENTERTAINMENT
At CATALOG, we pride ourselves on building strong relationships with business partners and customers. On rare occasions, entertainment or gifts may be offered to you. The preference is for you to explain that neither gifts nor entertainment are expected or encouraged from those doing business with us. Acceptance of gifts or entertainment may create an appearance of a conflict of interest.
To ensure that we don’t create a perception of impropriety, adhere to the following:
Any gift or entertainment must be legal, consistent with both companies’ policies, and our values;
Never be accepted during the bidding process for new business;
Never be in cash or a cash equivalent (such as a gift card or certificate);
Never be received or offered for something in return;
Never be encouraged or solicited by you or a family member;
Be infrequent; and
Must be nominal in value (policy limit of $200 USD).
Entertainment or other favors must be of a character that does not go beyond common courtesies consistent with ethical and accepted business practices. When appropriate, consult with your manager in advance to discuss your specific situation.
The employee, as well as the business partner, competitor, or business entity must be present; otherwise, the meal or entertainment must be treated as a gift.
Providing Gifts and Entertainment
At times, it may be appropriate to provide a modest gift or entertainment to a business partner. Lavish spending on business gifts is unacceptable because it can create the perception that we are trying to obtain or give favorable business decisions by providing individuals with personal benefits.
Gifts and entertainment provided to other entities must be accurately reported by the employee and recorded in our financial records.
Honorariums – Conferences and Speaking Engagements
An employee may be invited to speak at a conference or event. If so, please discuss the opportunity with senior management and obtain approval prior to acceptance, registration, and/or attendance. Senior management will deliberate the conference or event’s contribution to Company objectives and/or furtherance of the mission of our business.
In some cases, an employee may also be offered an honorarium and/or travel and lodging expenses associated with the event. All honorariums, travel and lodging expenses offered to be covered by the host or event holder must be approved in advance by the CCO.
The Company realizes that cultural sensitivity is important in business relationships; and in some cultures, it may be deemed inappropriate to ask about the honorarium prior to accepting a speaking engagement. In such case, the unknown value of the honorarium will not be a barrier in the approval process.
If the value of the honorarium is not known until following the event, employees are required to report the amount to the CCO as soon a feasible following the event. Employees may be asked to return or donate the honorarium if it is deemed excessive by senior management.
Business with Governmental Entities
CATALOG is committed to nurturing strong and productive relationships with our Government Officials. We require employees and representatives to conduct our business before Government Officials openly and honestly, always exercising the utmost integrity.
We expressly prohibit bribery and all other forms of corruption. The Company prohibits offering, promising, giving, or authorizing others, such as lobbyists and political consultants, to give anything of value, tangible or intangible, either directly or indirectly, to any individual, including local, state or federal Government Officials (both U.S. and foreign Government Officials), to gain an unfair business advantage or to influence improperly an official’s decision-making with respect to the Company.
Any employee wishing to offer a gift or entertainment (of any value) to any Government Official must obtain express written approval from the CCO prior to offering the gift or entertainment to the Government Official.
Any situation that may appear to be a conflict of interest must be reviewed by your manager. If you’re ever in doubt, you should disclose the issue.
CONFIDENTIAL INFORMATION
Our continued success depends on developing knowledge and using it to improve the business. This gives us a competitive advantage. Any knowledge that is known only to CATALOG, or that has been entrusted to us by a business partner, customer, or employee, is confidential information that must be protected. Examples include information that is critical to our or a supplier’s core business such as research and development plans or ideas; source codes; design drawings or specifications; manufacturing methods; business and strategic plans; financial data and reports; pricing and marketing strategy; personal information of employees, business partners, or customers; computer programs; and any other sensitive information.
You have an obligation to safeguard confidential information by:
Keeping it secure, locking cabinets and desks, and protecting sensitive documents with passwords;
Keeping passwords confidential in accordance with our policy;
Properly securing laptops and other mobile storage devices;
Discussing it only with other Company employees who have a need to know in order to do their job;
Not discussing it in public or inadvertently sharing it with others (such as in an airplane or similar environment);
Not posting any confidential information to social media sites;
Disclosing it outside the Company only if you have the required permission to do so and the party receiving the information has signed a confidentiality agreement pertaining to the subject matter of the disclosure;
Consulting with our legal department if you know of any ideas, inventions, or developments that may be eligible for protection by patent, copyright or trademark; and
Complying with our policies and procedures regarding confidential information, including the policy on Best Practices in Intellectual Property.
If you are a manager, confirm that access rights to confidential information have been revoked when employees change positions and no longer need it, or when outside contractors or entities have completed the project for which they had been given access.
When your employment ends, your obligation to protect our confidential information continues and all of our property and documents held by you must be returned to the Company.
COMPETITIVE INTELLIGENCE
Information about competitors is a valuable asset in today’s competitive business environment. When collecting business intelligence, you, and others who are working on our behalf, must always live up to the highest ethical standards. Never engage in fraud, misrepresentation or deception to obtain information. Discuss any questions or concerns about collecting business intelligence with senior management, the CCO and/or the legal department.
INSIDER TRADING
The law prohibits buying or selling a company’s stock when you know material and non-public information about that company. Material information is information which could affect the value of the stock or influence a reasonable investor to buy or sell stock.
Employees aware of material, non-public information relating to CATALOG, companies with whom we do business, or is seeking to do business, may not directly or through friends or family:
Buy or sell stock until that information is made public by the company;
Pass information on to others, including other employees; and/or
Make substantial changes to their contributions in the Employee Stock Purchase Plan (if applicable).
Contact our legal department with any questions on this Policy.
BUSINESS AND ACCOUNTING PRACTICES
All records, reports and documents must be complete and accurate. Never make false or misleading entries, statements, or alterations in any record whether it relates to financial data, business data such as safety, quality and personnel files, or any other kind of information. When compiling information to be reported to other employees or outside the Company, refrain from making assumptions and generalizations or making decisions based merely on past practices without verification, confirmation, or approval. Always follow appropriate accounting principles and practices, as well as our internal controls.
Our submissions to government entities must be complete, clear, and accurate and never misleading. Do not hide expenditures or establish any undisclosed or unrecorded funds, assets or liabilities.
It is imperative that in your written and oral business communications you always tell the truth and avoid exaggeration, inappropriate language, and derogatory remarks or characterizations. Not only is it the right thing to do, but business records and communications may also become known to the public through litigation, government investigations and the media. This applies to communications of all kinds including oral, email, voicemail, texts, daily planner notes, and other “informal” notes or memos.
Free & Open Competition
CATALOG follows all applicable laws and regulations and expects all employees to do the same when carrying out their responsibilities. No excuses can justify violating the law nor any may a person acting on behalf of the company be used to do something prohibited by law or our policy.
Our Company supports free and open competition as well as compliance with the antitrust laws intended to promote competition. Antitrust and competition laws prohibit, among other things, agreeing with competitors to limit production, fix prices or divide markets, customers, or territories. The antitrust laws also apply to competition among companies to hire employees. They also may govern exclusive purchasing or sales agreements with suppliers and customers.
This area of the law is extremely complex and can vary from state to state, province to province and country to country but certain rules generally apply:
Never discuss or share with a competitor any competitively sensitive information, regardless of whether it’s ours or theirs, such as pricing;
Never agree with individual(s) at another company about employee salary or other terms of compensation, either at a specific level or within a range (so-called wage-fixing agreements);
Never agree with individual(s) at another company to refuse to solicit or hire that other company’s employees (so-called “no poaching” agreements);
Never share competitively sensitive information of business partners or other third parties with their competitors, such as pricing; and
Never take advantage of anyone through manipulation, abuse of privileged information, misrepresentation of facts, or any other intentionally unethical or illegal action.
If you are ever in doubt about whether a transaction may violate antitrust laws consult our attorney.
THE BOTTOM LINE
We must all work together to promote ethical and legal behavior, make sure we protect our reputation and ensure compliance with both the letter and spirit of this Policy.
Always remember to:
Refer to available Company resources, such as your manager, Employee Handbook and other Policies;
Report suspected legal and Policy violations promptly;
Encourage colleagues to commit to high ethical standards; and
When in doubt, ask before acting!
No part of our Policy can be waived without prior written approval from the VP of Legal or Board of Directors. Waivers will only be granted in exceptional circumstances and all appropriate reports and disclosures will be made. CATALOG reserves the right to modify this Policy in its sole discretion at any time. This Policy does not alter the terms and conditions of employment or create a contract of employment.
