Code of Business Ethics

Synopsis

As a private company, we are committed to protecting our assets and managing our business in the best interests of our stakeholders: customers, employees, and suppliers. In particular, we are committed to:

• Accuracy of Company Records in compliance with U.S. Generally Accepted Accounting Principles, recording and reporting all financial and other business information fully, honestly, and accurately, and in a timely and understandable manner.
• Acting with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
• Promoting full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company provides to government agencies and in other public communications.
• Compling with applicable governmental laws, rules, and regulations.
• Acting in good faith, responsibly, with due care, competence, and diligence, without misrepresenting material facts or allowing one’s independent judgment to be compromised.
• Respecting the confidentiality of information except when authorized or otherwise legally obligated to disclose it.
• Sharing knowledge and maintaining skills important and relevant to the goals of this Code.
• Proactively promoting ethical behavior among peers, in the work environment and the community.
• Using responsibly all Company assets and resources employed by or entrusted to the individual.
• Promptly reporting under the procedures outlined in this Code any conduct that the individual believes to be a violation of law, business ethics, or this Code.
• Using appropriate judgment and discretion in emails, memos, notes, and other formal and informal communications relating to our business. Communications relating to our business must avoid inappropriate or derogatory comments about other individuals or companies, unprofessional language, and unauthorized financial, legal, or business statements.
• Providing high value software and hardware products and related services to our customers and business partners.
• Striving to achieve satisfied customers who will be repeat buyers of our products and services and to build mutually advantageous alliances with our business partners.
• Delivering products that perform as documented and as represented to the customer.
• Building lasting relationships with our customers through superior delivery and execution and honest sales, marketing, and support resources.
• Compliance with applicable advertising laws and standards, including a commitment that our advertising and marketing will be truthful, non-deceptive, and fair and will be backed up with evidence before advertising claims are made.
• Recognizing that special legal and contracting rules usually apply to our dealings with domestic and foreign government customers. For purposes of this Code, “government customers” include commercial customers who resell our products or services to government agencies, as well as other prime contractors to government agencies with whom we subcontract.
• Making the work environment safe, secure, and healthy for its employees and others.
• Compliance with all applicable laws and regulations relating to safety and health in the workplace.
• Adhering to all national, state, or other local employment laws. Company policy prohibits discrimination in any aspect of employment based on race, ethnicity, religion, sex, national origin, disability, sexual orientation, gender identification or age or US Veterans status, within the meaning of applicable laws.
• Prohibiting abusive or harassing conduct toward others, such as unwelcome sexual advances, comments based on ethnicity, religion or race, or other non-business, personal comments or conduct that make others uncomfortable in their employment with us.
• Encourages and expecting employees to report harassment or other inappropriate conduct as soon as it occurs. All threats or acts of physical violence or intimidation are prohibited.
• Maintaining a healthy and safe working environment and to report promptly any unsafe or hazardous conditions or materials, injuries, and accidents connected with our business.
• Maintaining personal information that relates to employment, including compensation, medical and benefit information and protecting information wherever it is stored or processed, and access.
• Respecting employees’ involvement in the community, charitable and political activities and causes that may be chosen, so long as these activities do not interfere with job responsibilities to the Company. Employees may not represent that their views or activities represent those of the Company, and must not engage in any unwanted solicitations or pressure toward other employees relating to community, charitable, religious, or political causes.
• Use of the Company’s tangible and intangible assets only for our lawful, corporate purposes, as approved by management from time to time. Protecting Company assets from misuse, theft, damage, or other loss. Improper or unauthorized use of Company assets is prohibited.
• Protecting proprietary and other confidential information and trade secrets of the Company, and its customers, suppliers, and other business partners and of employees. Proprietary and other confidential information and trade secrets (“Confidential Information”) includes, but is not limited to, information relating to a party’s technology, source code, schemas, product or marketing plans and strategies, nonpublic financial and business information, product research and development, production plans and strategies, employee lists and information, sales data, and customer or supplier lists and information.
• Maintaining the value of Company Confidential Information by using care to keep it confidential, and limit access of such information to those authorized to use it in their duties for the Company. The Company has designated receptacles for the disposal of Company confidential information. If customers, suppliers or other third parties provide Confidential Information to employees in their dealings with the Company, employees are expected to protect that information in the same manner as the Company proteects Confidential Information.
• Acting in the best interest of the Company and making every effort to avoid situations where employees’ actual or apparent private interest interferes in any way with the interest of the Company.
• Applying sound judgment to avoid conflicts of interest that could negatively affect the Company or its business, whether or not we have specific rules for that particular situation.
• Disclosing any situations that may involve inappropriate or improper conflicts of interests affecting an employee personally, affecting Company business or reputation, affecting other employees or those with whom we do business.
• Conducting our business affairs with honesty and integrity and in compliance with all applicable laws, rules, and regulations. The Company and its subsidiaries are organized under various U.S. and non-U.S. laws and such laws extend to the operations of the Company and its subsidiaries throughout the world, and wherever our employees live.
• Complying with the antitrust and unfair competition laws of the countries in which we do business. These laws, which vary by country, can be complex, and were designed to (a) ensure that competition remains vigorous and free from collusion, (b) protect free enterprise, and (c) prevent interference with the functioning of a competitive market system. Employees having roles that may implicate them with antitrust laws are responsible for knowing the laws that apply to their business activities, and should speak to the President & CEO if any questions arise.
• Not using improper or illegal means of gaining competitive information that is confidential or proprietary information owned by others, or disclose confidential or proprietary information that you may have from past employment with other employers. If such information is offered or becomes available to an employee by any means, employees must not accept it.
• Compliance with applicable restrictions under domestic and foreign laws relating to importing or exporting technology, products, services, or regulated information. Employees engaged in import or export transactions for the Company are expected to know and abide by applicable import/export and similar restrictions.
• Conducting our business and use our business systems and facilities in ways that avoid any violations of copyright, trademark, service mark, patent, trade secret or other intellectual property rights held by third parties.
• Compliance with software licensing agreements, which specify how and where the software is to be used on Company computers. The Company strictly prohibits any unauthorized or illegal copying or distribution of licensed software.

Contact us for a complete statement as adopted by all employees, officers, and directors of Headwall Photonics, Inc. and subsidiaries.