Corporate Compliance Program

The Corporate Compliance Program (the “Program”) consists of the following policies, programs, and tools:

Code of Ethics

The Code of Ethics, adopted by our Board, summarizes the standards that must guide our actions. This Code of Ethics applies to all of our employees (which includes members of the Board, Officers and managers, agents, consultants, contract labor, as well as others persons when they are representing or acting for the corporation), wherever located. While covering a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation where ethical decisions must be made, but rather set forth key guiding principles that represent Company policies and establish conditions for employment.

Compliance Training

To promote and enable compliance with the Program (as well as all applicable laws, rules, and regulations), the Company conducts mandatory compliance training for its employees, including periodic refresher training. All employees are expected to acknowledge receipt of these training courses and are required to comply with this policy. Please contact a Compliance Officer or your manager with any specific questions or to schedule a training session.

Monitoring and Auditing

In validating that our compliance policies and procedures serve as effective tools in detecting and preventing unlawful conduct, we take reasonable steps to ensure that compliance with this Program is achieved, including the monitoring and auditing of our policies and procedures.

Audits may be conducted as part of an investigation or as a proactive means of monitoring compliance in areas of actual or potential risk.


Enforcement standards are publicized in this Code of Ethics and the Code of Conduct, as well as in the Employee Guidelines, all accessible on the Company’s intranet site.

It is the Company’s policy: (1) to take steps to prevent and detect criminal and other unlawful conduct, (2) to cooperate with any governmental investigation, and (3) in the event the law or

our policies are violated, to take the necessary steps to identify the persons responsible and to take appropriate remedial actions.

Company Response, Prevention, and Voluntary Disclosures

All reports of alleged non-compliance and violations will be responded to and investigated promptly and appropriately to prevent further similar violations and to identify the extent and nature of past violations, if any. Violations that involve criminal behavior will be reported to the appropriate government authorities.

When appropriate, the Company will voluntarily disclose to the relevant governmental authorities any violations of this Compliance Program. Such a decision will be made by a Compliance Officer after consultation with the President, the Legal Department, and (as appropriate) the Board.

Employee Responsibilities

Each employee is responsible for knowing and understanding his or her responsibilities in complying with this Program. All employees will be required to acknowledge that they have been given and are familiar with this Compliance Program, and employees are encouraged to consult this Program and a Compliance Officer often to ensure that their conduct is proper. As already noted above, mandatory training will be provided by the Company; it is the responsibility of each individual employee to attend these training sessions.

How an employee conducts him or herself with regard to this Program will be taken into account in connection with annual evaluations, promotion opportunities, pay increases, and bonuses.

Failure to comply with its requirements may also result in disciplinary action, including termination.

Expectations of Our Suppliers, Subcontractors and Partners

Not only do we expect the highest degree of integrity from our own employees, but it is required that our suppliers, subcontractors and business partners are familiar with our Code of Conduct and comply. We encourage all of our business partners to familiarize themselves with our policies and to implement procedures within their own companies to ensure that they are similarly complying with the highest standards of business ethics.

Open Lines of Communication

We encourage all employees to report any suspected violations promptly. The Company will not tolerate any kind of retaliation for reports or complaints regarding misconduct that are made in good faith. Open communication of issues and concerns by all employees without fear of retribution or retaliation is vital to the successful implementation of the Code of Conduct and our future success.


Compliance with International Law

Company personnel will comply fully with all anti-bribery laws applicable to the conduct of their business, such as the US Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010 (“UKBA”) and those laws enacted pursuant to International Conventions.

We will not offer, promise, or provide any undue monetary or other advantage (e.g., payments, gifts, hospitality, as well as political contributions or charitable donations) to public officials, political parties or candidates or to any private party, in order to obtain or retain business or to gain any other improper advantage in the conduct of our business.

Company personnel will not accept any offer or promise of pecuniary or other advantage by way of inducement to affect the proper performance of their duties, and will report immediately any attempt to influence their actions in this way.

Facilitation Payments

Many countries prohibit facilitation payments, including the UK through the UKBA. In recognition that facilitation payments undermine our integrity and the integrity of those we deal with, even where such payments are not prohibited by law, we prohibit facilitation payments.