AstenJohnson On-Line Training (AJOLT)

I. INTRODUCTION

Purpose

This Code of Business Conduct and Ethics (the “Code”) confirms AstenJohnson Holdings Ltd., its subsidiaries and affiliates’ (the “Company”) commitment to conduct its affairs in accordance with the highest standards of integrity and applicable laws. The Company expects that all of its officers, directors and associates will adhere to sound business principles, comply with all applicable laws, and be dedicated to high ethical business standards.

Important Information

You are encouraged to read this Code carefully. It is a general statement of the Company’s policies concerning business conduct and ethics. As an officer, director or associate of the Company, it is your responsibility to be familiar with these policies. Any failure to follow the Code could result in disciplinary action up to, and including, termination of your employment and/or possible exposure to civil and criminal penalties under applicable laws. In addition, as a result of improper conduct, the Company may be subjected to prosecution and significant penalties. Individual business units or functions within the Company may adopt separate policies applicable to their associates that are stricter and/or more inclusive than these policies.

THIS CODE IS NOT A CONTRACT OF EMPLOYMENT AND DOES NOT CREATE ANY CONTRACTUAL RIGHTS OF ANY KIND BETWEEN THE COMPANY AND ITS ASSOCIATES, OFFICERS AND DIRECTORS.  THE CODE AND ITS CONTENTS MAY BE MODIFIED AND CHANGED, WITHOUT NOTICE, AT ANYTIME BY THE COMPANY.

Scope

Some laws are straightforward, but most of them are complex. In addition, the regulation of international business is quite complex, and international business practices and ethics may differ from those in your home country. This Code governs all of the Company’s affairs worldwide.

Each associate, officer and director must acquire appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or her to recognize potential dangers and to know when to seek advice on specific Company policies and procedures. 

If you believe that, based on the nature of the suspected violations and the persons you believe to be involved, reporting violations to one of the individuals listed below would be ineffective, you may report such violations to the Chairman of the Audit Committee of the Board of Directors who can be contacted by e-mail at audit.chair@astenjohnson.com and by voicemail at extension 6281 or 843-202-6281 . You must cooperate in any internal or external investigations of possible violations of this Code. Reprisal, threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of this Code, or against any person who is assisting in any investigation or process with respect to such a violation, is strictly prohibited.

Who to Contact

If you have any questions about this Code or any concerns as to whether certain conduct may be illegal or unethical, you are encouraged to immediately request assistance by contacting your supervisor, site leader, Associate Services team member, Vice President – Business Support or:

General Counsel Jim Gibson           
+1 (843) 202-6224 or +1 (843) 819-1166 (Mobile)

 

II. PROMOTING A POSITIVE WORK ENVIRONMENT

All associates, officers and directors want and deserve a workplace where they feel respected, satisfied and appreciated. The Company’s Core Values expect and require all associates, officers and directors to exercise good judgment to ensure the safety and welfare of associates, customers and vendors and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization. These standards apply while working on the Company’s premises, at offsite locations where Company business is being conducted, at Company-sponsored business and social events, or at any other place where you are a representative of the Company.

Preventing Harassment and Discrimination

The Company’s non-discrimination and anti-harassment policy is intended to prevent harassment or discrimination and provide a positive work environment. All associates, officers and directors shall comply with the applicable policy for their site, which can be found by contacting your local human resources representative.

Honesty and Integrity

The Company’s Core Values require an environment that supports honesty, integrity, respect and trust of every associate, officer and director. Dishonest acts such as, but not limited to, theft of Company property, inventory fraud, embezzlement, manipulating/altering payroll records, falsifying reports, holding/altering invoices, undisclosed/ unrecorded funds or assets, intentionally providing false/misleading employment information, and other dishonest acts will not be tolerated.

Healthy Work Environment

The Company is committed to providing a drug-free, safe and healthful work environment. Each associate, officer and director is responsible for compliance with the Company’s applicable drug/alcohol policy for their site, which can be found by contacting your local human resources representative.

III. PROTECTING THE ASSETS OF THE COMPANY, CUSTOMERS AND VENDORS

Proper Use of the Company Assets

Associates, officers and directors are expected to use good judgment in the utilization of Company, customer and vendor property. Care should be taken to ensure that assets are not misappropriated, loaned to others, or sold or donated, without appropriate authorization. The use of Company assets, funds, facilities and services for any unlawful, improper or unauthorized purpose is strictly prohibited.

The theft or misuse of any Company property or services by an associate, officer or director will result in disciplinary action up to, and including, termination of employment, and/or possible civil and criminal penalties. The Company’s equipment, systems, facilities, computers, and supplies must be used only for conducting Company business and in compliance with other applicable Company policies, including the Information Technology User Security Agreement and the Internet/Email Enrollment Agreement.

Corporate Opportunities

Associates, officers and directors may not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board of Directors expressly declines to pursue such opportunity.

Accounting and Financial Integrity

The Company’s responsibilities to its Shareholders and other stakeholders require that all transactions be fully and accurately recorded in the Company’s books and records in compliance with all applicable laws. False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation and approval are strictly prohibited. Additionally, all documentation supporting a transaction should fully and accurately describe the nature of the transaction and be processed in a timely fashion. Finally, no “side letters” or other understandings, oral or written, that deviate from express contractual terms or the Company’s approved practices, policies and procedures may be entered into unless the terms of such letters or understandings are pre-approved in writing by the Chief Financial Officer.

 

IV. PREVENTING IMPROPER PAYMENTS & OTHER FRAUDULENT ACTIVITIES

Fraud

Company policy prohibits all fraudulent activity. Fraud includes, but is not limited to, the following activities:

• dishonest acts;
• embezzlement of Company funds;
• forgery or alteration of negotiable instruments such as Company checks and drafts;
• misappropriation of Company, associate, customer or vendor’s property;
• conversion to personal use of cash, securities, supplies or any other Company assets;
• unauthorized handling or reporting of Company transactions; and falsification of Company records or financial statements for personal or any other reasons.

Any associate, officer, director or agent who suspects that any fraudulent activity has occurred, or may potentially occur, must report such concern immediately.

Improper Payments

Under no circumstances is it acceptable to offer, give, solicit, receive or authorize any form of bribe, kickback, or improper inducement, payment or gift in connection with the Company’s business. This principle applies to the Company transactions everywhere in the world, even in situations where the practice is widely considered “a way of doing business.”

The Company also requires compliance with the Foreign Corrupt Practices Act of the United States (FCPA) by all of its associates, agents, and contractors. The FCPA prohibits US companies and their associates, as well as US citizens and US residents, from (i) paying bribes to foreign officials, (ii) offering, promising to pay, or authorizing a bribe, and (iii) making gifts or otherwise providing anything of value to foreign officials. This prohibition extends to the offering of business opportunities, lavish entertainment, excessive “business promotional” activities, covering or reimbursing expenses of officials, or in-kind contributions.

The FCPA defines the term “foreign official” to include not only elected or appointed government officials, but also any government employee. Moreover, it includes officers, directors, and employees of government-owned companies, which in certain countries, may include paper mills. Likewise, the FCPA covers the giving of anything of benefit to a candidate for government office, an official of a political party, or the political party itself.

Laws in most countries outside of the United States also prohibit or restrict government officials, employees of government agencies or employees of government-owned companies from receiving payments, entertainment, or gifts for the purpose of winning or keeping business. No contract or agreement may be made with any business in which a government, government official or government employee holds a significant interest, without the prior approval of the General Counsel.

Compliance with Laws, Rules, Regulations and Policies

All Company associates, officers and directors shall comply with all applicable laws, rules, regulations and policies of the United States, Canada, Belgium, Singapore, China, Czech Republic and every other country and jurisdiction in which the Company does business.

It is imperative that any questions you may have about these laws or their applicability in particular situations be brought to the immediate attention of the General Counsel. You should report any evidence of non-compliance by an associate, officer, director or other representative acting on behalf of the Company immediately to the General Counsel.

 

V. PROTECTING COMPANY INFORMATION

Confidential Information

The protection and proper use of confidential information owned by the Company is fundamental to the Company’s ability to conduct its business. All Company associates, officers and directors shall comply with the Company’s Confidential Information Protection Policy & Guidelines which can be found by contacting your local human resources representative.

Requests for Information

The Company and its associates, agents and contractors must cooperate with appropriate government inquiries and investigations. In this context, however, it is important to protect the legal rights of the Company with respect to its Confidential Information. All government requests for information, documents or investigative interviews must be referred immediately to the General Counsel. All requests for financial information must be referred to the Chief Financial Officer.

Maintenance of the Company Records and Files

All officers, directors and North American associates must follow the Record Retention [North America] policy, which can be found by contacting your local human resources representative, and the applicable laws, rules, and regulations in each country regarding the retention, disposal or destruction of any of the Company’s records or files. In addition, when litigation or an investigation is pending against the Company, relevant business records may not be destroyed or hidden. If you have any doubt about the legality of destroying any document, consult with the General Counsel before doing so.

 

VI. CONFLICTS OF INTEREST

What is a Conflict of Interest?

A conflict of interest occurs when an associate, officer or director’s private interest conflicts in any way – or appears to conflict – with the interests of the Company. A conflict situation can arise when:

1. an associate, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees or obligations of, such persons are of special concern;
2. an associate, officer, or director engages the Company in a transaction with a relative or significant other that has not been properly disclosed and approved in advance;
3. an associate, officer or director takes actions or has interests that may make it difficult to perform his or her work objectively and effectively; or
4. an associate, officer or director works for, or has a financial interest in, a competitor, customer, vendor or service provider.

Business Courtesies

A business courtesy is a gift, good, service or favor from persons or firms with which the Company may (or might) do business that is not paid for by the recipient, such as merchandise, services, meals, drinks, entertainment (such as tickets), cash or cash equivalents, recreation, trips, door prizes, honoraria, transportation, discounts, promotional items, or use of materials, facilities or equipment. Associates, officers and directors and their immediate family members may not, directly or indirectly, solicit, encourage, accept or retain a business courtesy, unless the courtesy has no reasonable likelihood of improper influence. For example, a business courtesy has no reasonable likelihood of improper influence if it is (i) a reasonable meal at which bona fide business matters are discussed or (ii) gifts of minimal value. Business courtesies with a value in excess of federal, provincial and state laws shall be reported to your supervisor and will be included, where applicable, in your taxable income.

Loans

Associates, officers and directors may never accept loans or loan guarantees from the Company, loans or guarantees made by third parties (including other associates, officers or directors of the Company) on behalf or for the benefit of the Company, or from any persons or entities, including customers and vendors, having or seeking business with the Company. However, (i) loans from recognized financial institutions made in the ordinary course of their business on customary terms and at rates for individual borrowers prevailing at the time of obtaining the loan and (ii) loans from the Company under the Company’s relocation policy are both permitted.

Transactions with Relatives & Significant Others

All associates, officers and directors of the Company should, as a general rule, avoid conducting Company business with a relative or significant other or with a business in which your relative or significant other is associated in any significant employment or investment role. Relatives include spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. Significant others include persons living in a spousal (including same sex) or familial fashion with an associate.

If such a related party transaction is unavoidable, you must fully disclose the nature of the related party transaction in advance to the Chief Financial Officer and General Counsel. The Company is required to report all material related party transactions under applicable accounting rules and the Company’s credit facility. If they determine that the transaction would be material to the Company, the Company’s Audit Committee must review and approve in writing the proposed related party transaction. The most significant related party transactions, particularly those involving the Company’s executive officers or directors, must be reviewed and approved in writing in advance by the Company’s Board of Directors. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to this business.

Company Employment of Relatives & Significant Others

The Company discourages the employment of relatives and significant others in positions or assignments that have a financial dependence or influence (e.g., an auditing or control relationship, or a supervisor/ subordinate relationship). The purpose of this policy is to prevent the organizational impairment and conflicts that are a likely outcome of the employment of relatives or significant others. Prior to your relative or significant other receiving or accepting an offer of employment from the Company, you must report this potential conflict, and the nature of your relationship with the employment candidate, to your Associate Services Team member for approval.

Outside Employment & Investments

In consideration of your employment with the Company, you are expected to devote your full attention to the business interests of the Company. You are prohibited from engaging in any activity that interferes with your performance or responsibilities to the Company or is otherwise in conflict with, or prejudicial to, the Company. A conflict with the interests of the Company can arise when an associate, officer or director is an associate, officer or director of, or holds a material investment interest in, another business that may compete with, is a customer of, or is a supplier of products or services to, the Company. You must disclose in writing to the Company any interest you have that may conflict with the interests of the Company and obtain approval from the Company before proceeding.

 

VII.      COMPETITION LAW

The goal of competition law in each country is to preserve the free enterprise system by promoting fair competition at all levels in the marketplace. The Company has succeeded and grown for more than two hundred years because it is motivated to pursue excellence and because competition rewards excellence. Therefore, it continues to be Company policy to comply fully with the spirit as well as the letter of the antitrust laws of the United States and the competition laws of all other countries where AstenJohnson conducts business. Competition law compliance is not only good business, but the consequences of non-compliance for the Company and its associates is potentially devastating due to the risk of government fines, private damage awards and criminal prosecutions of the Company and individual associates. The toll exacted by a government investigation or a private lawsuit on business operations and personal lives cannot be overstated. Each associate, officer and director shall comply with the applicable Company competition law guidelines, including the Antitrust Compliance Guide and the EU Competition Law Compliance Guide.

The guides can be found by contacting your local human resources representative.

 

VIII.    INDUSTRIAL ESPIONAGE

It is the Company’s policy to lawfully compete in the marketplace. This commitment to fairness includes respecting the rights of our competitors and abiding by all applicable laws in the course of competing. Company associates, agents and contractors may not steal or unlawfully use the information, material, products, intellectual property, or confidential information of anyone including competitors, customers, suppliers, or business partners.

 

IX.        ENVIRONMENTAL & SAFETY COMPLIANCE

The Company is committed to eliminating hazards from the workplace, providing its associates, officers and directors with a safe and healthful work environment and complying with all applicable environmental, occupational, safety, and health laws and standards. As an associate, officer or director of the Company, you must comply with the Company’s Safety, Health & Environmental Policy, which can be found by contacting your local human resources representative.

 

X.          IMPLEMENTATION OF THE CODE OF CONDUCT

Compliance with the Code

It is the responsibility of all associates, officers and directors to comply with all applicable laws, regulations, governmental policies, this Code and the Company’s other policies and procedures.

Acknowledgement of the Code

As a condition of employment, officership and directorship of the Company or continued employment, officership and directorship of the Company, certain associates and all officers and directors will be asked to sign two copies of the attached Acknowledgement, which states:

“I have received and read the AstenJohnson Holdings Ltd. Code of Business Conduct and Ethics. I understand that the Code represents the policies of the Company.”

One copy of the Acknowledgement is to be retained by you for your own files, and the second copy will be placed in your permanent personnel file with the Company.

Reporting Violations or Possible Violations

In the event you are aware of, have observed or have participated in, any conduct or practices that you believe are in violation of any provision of this Code, any applicable law, or are otherwise unethical, inappropriate or improper, you should immediately report the matter as detailed in this Code. The fact that you reported the violation, together with the degree of cooperation displayed, if applicable, by you and whether the violation was willful or unintentional, will be given consideration by the Company in any resulting disciplinary action. It is required that you give your identity when reporting suspected violations to allow the Company to contact you in the event further information is needed to pursue an investigation. The Company will not allow retaliation for any reports made to the Company in good faith. Reports may be made orally, but it is preferred that they are made in writing and delivered by hand or by email.

Investigations of Violations

All investigations will be coordinated by the Chief Financial Officer, and, as necessary, with the General Counsel and/or the Audit Committee of the Board of Directors. Associates, officers and directors are expected to fully cooperate in the investigation of any alleged violation of the Code.

Waivers

Any waiver of any provision of this Code for a director or executive officer must be approved in writing prior to the proposed transaction by the Company’s Audit Committee. Any waiver of any provision of this Code with respect to any other associate or officer must be approved in writing prior to the proposed transaction by the General Counsel.