Fraudulent Activities. Fraudulent Activities encompass an array of irregularities and illegal acts characterized by intentional deception. Fraud can be perpetrated by persons outside as well as inside the Company. No one has the authority to commit illegal acts related to the Company. Fraudulent activities include acts that are not only a detriment to the Company, but also a detriment to third parties. Engaging in any act that involves fraud, theft, embezzlement or misappropriation of any property, including that of the Company, or any of its employees, suppliers or customers is strictly prohibited. It is the Company’s policy to ensure that incidents of fraud related to the Company are promptly investigated, reported and, where appropriate and authorized by applicable law, prosecuted. Some examples of fraudulent conduct are: • Falsification of financial records such as valuation of transactions, amount of income/loss, or failure to disclose financial information; • Acceptance of bribes or kickbacks, see the Section “Gifts, Entertainment and Bribes”; • Diversion of potentially profitable transactions outside the Company; • Claims submitted for services or goods not actually provided to the Company or a third party; • Embezzlement; and • Intentional concealment or misrepresentation of events or information, including expense reimbursement. Conduct that interferes with operations of the Company, discredits the Company, or is offensive to third parties or coworkers will not be tolerated. You are expected to observe the highest standard of conduct in your relationships with other employees, shareholders, suppliers, government officials and the general public in order to represent the best interests of the Company. Appropriate employee conduct includes: • Refraining from behavior or conduct which is contrary to the Company’s best interests; • Reporting to management suspicious, unethical, or illegal conduct by coworkers or suppliers; and • Reporting to management any threatening or potentially violent behavior by coworkers. The following conduct violates the standards contained in this Code: • Engaging in or threatening any acts in violation of the Company’s Workplace Violence Policy or Harassment Policy applicable to your business unit; • Committing any illegal act, except minor traffic offenses; • Being under the influence of alcohol, an intoxicant, illegal drug or narcotic while at work; having possession of, selling, giving or circulating alcohol, drugs or sources of drugs, intoxicants or narcotics to other employees. Moderate alcohol consumption at events provided by the Company is, however, permissible; • Stealing, destroying, defacing, or misusing Company property or another employee’s property; • Misusing Company communications systems, including electronic mail, computers, Internet access, and telephones. Misuse includes excessive personal telephone calls or emails; • Disobedience or insubordination, or the use of abusive, threatening, or obscene language; and • Failing to comply with any Company policy applicable to your business unit. The examples of prohibited behavior described above are not intended to be an all-inclusive list. Conduct prohibited by this Code may also constitute an illegal act, which can result in criminal prosecution. Gifts, Entertainment and Bribes The Company expects you to conduct the Company’s business with integrity and to comply with all applicable laws in a manner that excludes considerations of personal advantage or gain. Employees shall maintain the highest ethical standards in the conduct of Company affairs. • Other than for modest gifts given or received in the normal course of business (including travel or entertainment), neither you nor your relatives may give gifts to, or receive gifts from, persons doing business with the Company. Other gifts may be given or accepted only with prior approval of your senior management. No gifts may be given or received unless doing so is in compliance with applicable law, does not violate any company policy applicable to the giver or receiver and is consistent with accepted business practice and customs. In no event should you put the Company or yourself in a position that would be embarrassing if the gift was made public. In addition, you should refrain from taking or receiving gifts in circumstances that may give arise to an actual or apparent conflict of interest; • No gifts or business entertainment of any kind may be given to any government official without the prior approval of the applicable Corporate Compliance Contact Person. For such approval to be given, the gift must be in compliance with this Code and not in violation of the U.S. Foreign Corrupt Practices Act or the Company’s policies with respect thereto. The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to foreign government officials or foreign political candidates in order to obtain or retain business; • Subject to the foregoing, appropriate business entertainment in connection with business discussions or the development of business relationships is generally acceptable. Notwithstanding the foregoing, any entertainment that would cause a feeling or expectation of personal obligation should not be extended or accepted; and If an employee has any question regarding the type of gift or entertainment to be given or received, he or she should consult with the applicable Corporate Compliance Contact Person. Any employee, who offers, pays, solicits or receives any form of bribe, payoff, unlawful gratuity or kickback will be subject to appropriate disciplinary action consistent with relevant laws and regulations and, if warranted, will be reported to the appropriate authorities. A kickback or bribe includes any item intended to improperly obtain favorable treatment. In addition to being a violation of this Code, such conduct may subject the Company and the involved individuals to criminal penalties.
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Fraudulent Activities. Fraudulent Activities encompass an array of irregularities and illegal acts characterized by intentional deception. Fraud can be perpetrated by persons outside as well as inside the Company. No one has the authority to commit illegal acts related to the Company. Fraudulent activities include acts that are not only a detriment to the Company, but also a detriment to third parties. Engaging in any act that involves fraud, theft, embezzlement or misappropriation of any property, including that of the Company, or any of its employees, suppliers or customers is strictly prohibited. It is the Company’s policy to ensure that incidents of fraud related to the Company are promptly investigated, reported and, where appropriate and authorized by applicable lawappropriate, prosecuted. Some examples of fraudulent conduct are: • Falsification of financial records such as valuation of transactions, amount of income/loss, or failure to disclose financial information; • Acceptance of bribes or kickbacks, see the Section “Gifts, Entertainment and Bribes”; • Diversion of potentially profitable transactions outside the Company; • Claims submitted for services or goods not actually provided to the Company or a third party; • Embezzlement; and 322520-1 • Intentional concealment or misrepresentation of events or information, including expense reimbursement. Conduct that interferes with operations of the Company, discredits the Company, or is offensive to third parties or coworkers co-workers will not be tolerated. You are expected to observe the highest standard of conduct in your relationships with other employees, shareholders, suppliers, government officials and the general public in order to represent the best interests of the Company. Appropriate employee conduct includes: • Refraining from behavior behaviour or conduct which is contrary to the Company’s best interests; • Reporting to management suspicious, unethical, or illegal conduct by coworkers co-workers or suppliers; and • Reporting to management any threatening or potentially violent behavior behaviour by coworkersco-workers. The following conduct violates the standards contained is prohibited and individuals engaged in this Codeit will be subject to discipline, up to and including possible termination: • Engaging in or threatening any acts in violation of any workplace violence policy adopted by the Company or any harassment policy adopted by the Company’s Workplace Violence Policy or Harassment Policy applicable to your business unit; . • Committing any illegal act, except minor traffic offenses; offences. • Being under the influence of alcohol, an intoxicant, illegal drug or narcotic while at work; having possession of, selling, giving or circulating alcohol, drugs or sources of drugs, intoxicants or narcotics to other employees. Moderate alcohol consumption at events provided by the Company is, however, permissible; . • Stealing, destroying, defacing, or misusing Company property or another employee’s property; • Misusing Company communications systems, including electronic mail, computers, Internet access, and telephones. Misuse includes excessive personal telephone calls or emails; . See Internet and E-mail Policy. • Disobedience or insubordination, or the use of abusive, threatening, or obscene language; and . • Failing to comply with any Company policy applicable to your business unitpolicy. The examples of prohibited behavior behaviour described above are not intended to be an all-inclusive list. Conduct prohibited by Employees who participate in any conduct that is in violation of this Code may also constitute shall be subject to disciplinary action, up to and including possible termination. In addition, if the conduct in question is an illegal act, which can result in criminal prosecution. Giftssuch as fraud, Entertainment and Bribes The the Company expects you to conduct will report and, where appropriate, prosecute the Company’s business with integrity and to comply with all applicable laws in a manner that excludes considerations of personal advantage or gain. Employees shall maintain the highest ethical standards in the conduct of Company affairs. • Other than for modest gifts given or received in the normal course of business (including travel or entertainment), neither you nor your relatives may give gifts to, or receive gifts from, persons doing business with the Company. Other gifts may be given or accepted only with prior approval of your senior management. No gifts may be given or received unless doing so is in compliance with applicable law, does not violate any company policy applicable employee to the giver or receiver and is consistent with accepted business practice and customs. In no event should you put the Company or yourself in a position that would be embarrassing if the gift was made public. In addition, you should refrain from taking or receiving gifts in circumstances that may give arise to an actual or apparent conflict of interest; • No gifts or business entertainment of any kind may be given to any government official without the prior approval of the applicable Corporate Compliance Contact Person. For such approval to be given, the gift must be in compliance with this Code and not in violation of the U.S. Foreign Corrupt Practices Act or the Company’s policies with respect thereto. The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to foreign government officials or foreign political candidates in order to obtain or retain business; • Subject to the foregoing, appropriate business entertainment in connection with business discussions or the development of business relationships is generally acceptable. Notwithstanding the foregoing, any entertainment that would cause a feeling or expectation of personal obligation should not be extended or accepted; and If an employee has any question regarding the type of gift or entertainment to be given or received, he or she should consult with the applicable Corporate Compliance Contact Person. Any employee, who offers, pays, solicits or receives any form of bribe, payoff, unlawful gratuity or kickback will be subject to appropriate disciplinary action consistent with relevant laws and regulations and, if warranted, will be reported to the appropriate authorities. A kickback or bribe includes any item intended to improperly obtain favorable treatment. In addition to being a violation of this Code, such conduct may subject the Company and the involved individuals to criminal penaltiesfullest extent permitted by law.
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