Introduction
Source1 is committed to providing the highest quality services to our customers and to creating, with our suppliers, a positive and open on-line community that encourages a collaborative way of doing business and optimizes value for all members of the supply chain.
When working with suppliers to achieve these business goals, Source1 is committed to upholding the highest standards of business ethics, integrity and professionalism, and to complying with all legal requirements. We will only work with suppliers that share this commitment. This is critical not only for protecting our own reputation, but also the reputations of our customers and the other suppliers with whom we do business.
This Code of Conduct states some of the principles of business conduct that Source1 and its suppliers must follow when dealing with each other. These principles are an absolute requirement for Source1 employees and for any supplier who seeks to do business with us. A failure of a supplier to follow these principles can result in actions by Source1 up to and including termination of any contract, disclosure of legal violations and/or pursuit of other remedies.
Please review this Code of Conduct carefully and take any steps necessary to ensure that your company's employees and representatives who may deal with Source1 are informed of its content. Please note, however, that all of the requirements of your contract(s) with Source1 continue to apply, and that nothing in this document may be read as excusing performance from any contractual requirements. Please also note that this Code of Conduct is only a summary of certain of the requirements for doing business with Source1, and does not purport to cover all of the ethical and legal standards that may apply when Source1 and a supplier conduct business.
Improper Payments
Any attempt to gain a favorable position by offering an Source1 employee or representative any form of improper payment is unacceptable. "Payment," as used in this guide, includes anything of value. Suppliers must not offer, and Source1 employees and representatives are prohibited from soliciting or accepting, anything that could be considered a kickback or improper payment.
Supplier-Furnished Entertainment, Gifts and Services
Source1 recognizes that the management of business transactions may include entertainment such as dinners and social events. It is in part through this type of interaction and professional exposure that the value and benefit of a relationship between the company and a supplier is developed. Perceptions and appropriateness will vary and prudence by the supplier and the employee will need to be applied. Source1 employees and representatives may receive a gift, entertainment or hospitality if the following conditions are met:
- It is not something that could be perceived as intended to obtain favorable treatment.
- It does not create the appearance of a bribe or any other type of improper payment.
- If publicly disclosed, it would not appear to be unlawful, unethical or inconsistent with this Code of Conduct or Source1's business practices.
Some examples of acceptable practices are:
- A supplier offering a nominal, non-cash promotional item with a value less than $50 USD per person on an infrequent basis.
- Source1 employees or representatives participating in a reasonable celebration of a significant business event, as long as not during the period between the start of a bidding process and the award of a contract involving the supplier.
- Source1 employees or representatives participating in a supplier-sponsored meeting or seminar at a reasonable expense - using Source1's internal expense reporting guidelines as a basis for determining reasonableness.
* * * To communicate the standards described above, we distribute the following guidelines to all Source1 employees:
"Business gifts and entertainment are intended to build understanding and goodwill, but they can also make it harder to be objective about the supplier or person providing the gift or entertainment. In short, they can create "conflicts of interest" which can be damaging to both Source1 and the supplier.
Gifts and entertainment fall into one of the four categories and should be treated by all employees accordingly:
1. Always OK: Certain types of gifts and entertainment are so small that they do not require further review. A gift or entertainment with a market value of $50 or less in any twelve-month period does not require notice or review (as long as it does not qualify for the "Always Wrong" category below).
2. Always Wrong: Certain other types of gifts and entertainment are never permissible and may not be approved.
Employees may never:
- Solicit any gift or entertainment or anything of value
- Accept any gift or entertainment that would be illegal or result in any violation of law
- Accept any gift of cash or a cash equivalent (such as gift certificates, loans, stock, stock options)
- Accept anything as a "quid pro quo" - as part of an agreement to do something in return for the gift or entertainment
- Attend or participate in any entertainment with a supplier that is inappropriate, sexually oriented or otherwise violates Source1's employment policies
- Accept any gift or entertainment that you know would cause a violation of the supplier's own standards or policies
3. Reasonable and customary: Between the two extremes of "Always OK" and "Always Wrong", there is a broad range of activities that should be acceptable as long as they are considered reasonable and customary. Examples include:
- * Occasional meals with a supplier or business partner (frequent meals with the same business partner are not permitted).
- * Customary sports, theater and other cultural events.
- * Day trips to visit a supplier's facilities.
We strongly encourage all employees to exercise sound business judgment as to what is reasonable and customary and if any doubt, seek advice on the appropriateness of an event from your manager.
In addition, we require all employees to report to the President any gift or entertainment received from any existing or potential supplier with a value exceeding $50. We believe this reinforces objectivity and prevents inappropriate conflicts of interest from clouding good business judgment.
4. Questionable: Anything in excess is "questionable" and approaches unacceptable behavior. Constant attention and review of activities must be applied by both parties, and both parties must be aware that the behavior of the parties will often be judged by third- party stakeholders without the benefit of a complete understanding of all underlying circumstances leading up to a specific action. As a result, certain transactions will be "unacceptable" in part due to frequency, excessiveness or lack of clarity as to appropriateness to a third-party observer.
Extreme care needs to be exercised by both the supplier and the employee in these instances, because the consequences can be harmful to either or both parties. If in doubt, it is best to obtain an objective view on a contemplated activity."
Conflicts of Interest
Even the appearance of a conflict of interest can be damaging to both Source1 and the supplier. For this reason, suppliers and Source1 employees must avoid activities that could appear to reflect a conflict of interest. All suppliers must disclose promptly to Source1 all information regarding financial and personal relationships or arrangements with Source1 employees or representatives or their close relatives that could appear to influence the outcome of a supplier decision or negotiation.
With respect to former Source1 employees, unless otherwise approved by the President, a supplier must wait two years (after employment with Source1) before allowing the employee to have any responsibility on behalf of the supplier for the Source1 relationship. This helps to prevent the appearance of a conflict and the disclosure or misuse of confidential information.
* * *
To help avoid any conflicts of interest, we distribute the following guidelines to all Source1 employees:
Some investments are particularly likely to raise conflict of issue concerns and should be avoided. Re: investments, the following guidelines apply:
- Investment in a privately-owned company that is a supplier or potential supplier to Source1 is not allowed by any employee who is involved in the selection process or negotiations with the supplier.
- Investment in a publicly-traded company that is a supplier or potential supplier to Source1 is not allowed if the investment represents 1% or more of any class of securities listed on any of the national exchanges or regularly traded over the counter. An investment of less than 1% is normally acceptable, as long as there are no other complicating factors that give rise to a conflict of interest.
- When deciding whether any investment presents a conflict of interest, use good judgment and ask yourself the following questions:
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• Would the investment affect any decisions I make at Source1?
• How would the investment be perceived by others at Source1, such as my colleagues - would they think that it might affect my performance of my job?
• How would the investment be perceived by a third-party outside of Source1, such as a customer of Source1? |
Re: personal relationships or other arrangements between a supplier and Source1 employees, the following guidelines apply:
- *If a supplier proposes that an Source1 employee work for or provide services to the supplier, the employee must seek approval in writing from the President.
- If a close relative of an Source1 employee is in a management position with a supplier, the Source1 employee must not have direct dealings with that supplier.
Mutual Respect and Harassment-Free Work Environment
Source1 is committed to fostering a workplace that is safe and professional, and that promotes teamwork and mutual respect. This workplace includes representatives of our suppliers who are on-site at our offices or otherwise work with and interact with Source1 employees. Hostility, harassment, discrimination, unwelcome sexual advances and other unprofessional conduct are not tolerated.
Safe Workplace
For the safety of all personnel, bringing explosives, incendiary devices and deadly or dangerous weapons of any kind onto Source1 facilities, for any purpose, is prohibited. Violence or threats of violence are also prohibited. All supplier employees need to comply with Source1's prohibitions on (i) unsafe work practices, and (ii) possession or use of illegal substances, alcohol or other intoxicants, or misuse of legal drugs on Source1 facilities or while conducting work with Source1.
Intellectual Property
Source1's intellectual property includes its and its customers' proprietary and confidential information, its Systems and all software contained therein, any material subject to copyright, its innovations and any patentable ideas, and its and its customers trade and service marks (including the Source1, Atis Trak and Access or Access Portal name).
Except as expressly provided in a supplier's contact with Source1, a supplier may not use any Source1 intellectual property or disclose it to others. Use of Source1's or any of its customers' name, or listing either Source1 or any of its customers on any customer list, or use of the Source1 supplier relationship for any purpose, requires Source1 prior written consent (except as otherwise expressly provided in the supplier's contract).
Commitment to the Environment
Source1 is committed to requiring its suppliers to comply with all environmental laws, and to do more whenever feasible. Compliance with laws is the foundation of our commitment, but we aim higher. We expect suppliers to share this commitment and to:
- Ensure that all supplier employees know and comply with applicable environmental laws
- Act in an environmentally responsible way
- Use non-hazardous materials where feasible
- Minimize the impact of waste materials on the environment through recycling and effective controls
- Move toward environmentally sustainable practices where feasible - being sensitive to environmental issues and finding ways to improve environmental performance even if not required by the law
Antitrust and Fair Competition
Source1's suppliers must abide by all applicable antitrust and fair competition laws. Suppliers must not engage in anticompetitive conduct, including:
- Price fixing
- Market/customer allocation
- Collusive bidding
- Volume/capacity agreements among suppliers
- Illegal price discrimination in products
- Reciprocal dealing requirements
- Tie-ins
- Group boycotts
- Attempts to monopolize a market
- Theft of trade secrets
Inside Information
Laws protect investors in public companies by making it illegal for those with "inside information" to use that information in buying or selling securities (stocks, bonds, options, etc.). "Inside information" means information that is not available to the public and is "material". "Material" information is information that a reasonable investor would likely consider important in deciding whether to purchase or sell a security.
This important prohibition applies to all employees of Source1, as well as all suppliers and their employees. Although Source1 is not publicly-traded, certain of its customers and suppliers are. Material information about such a publicly traded customer or supplier may be obtained confidentially during the course of the relationship with Source1. Material information may include, for example, significant new contracts, changes in dividends, mergers and acquisitions, earnings statements and forecasts, regulatory approvals, joint ventures and licensing agreements.
If an Source1 employee or a supplier employee has knowledge of any of these kinds of information and the information is non-public, this is inside information and no employee may buy or sell the relevant securities using it. Source1 and supplier employees also must never give someone outside a "tip" regarding non-public inside information.
Those with access to inside information can lawfully trade in the relevant securities once the information is made public through normal channels and enough time has passed for the information to be absorbed by the public.
Note that securities law violations are taken very seriously. Violations can be prosecuted even when the amount involved was small or the "tipper" made no profit at all. Government agencies regularly monitor trading activities. Violations result in serious civil and criminal penalties for the individuals involved.
Supply Agreement Documentation
Source1's suppliers must have proper documentation prior to providing any service or product at the request of Source1 and for the benefit of any customer of Source1. Source1 requires documentation to memorialize our agreement, in advance, on the terms of the service or product arrangement.
Source1 suppliers must obtain either a purchase order (may be provided by Source1 as an agent of its customer), a supply or services contract with Source1, or some other written document prior to providing any Source1 customer with any products or services. In addition, only written changes are acceptable when amending a purchase order, contract or other document regarding provision of products or services by the supplier.
Suppliers should note that only certain members of Source1's Procurement department are authorized to negotiate with suppliers regarding the terms of a supply agreement and issue purchase orders for services and products (as an agent of a customer). Furthermore, only the officers of Source1 are authorized to execute contracts with suppliers for the supply of products or services. Contracts signed by any other employee may be refused by Source1 and may be declared null and void at any time at Source1's discretion.
Unsolicited Bidding
Source1 generally welcomes proposals from suppliers that will aid Source1 in providing quality services and products for its customers. However, when a formal bidding process is underway, Source1 will not tolerate attempts to circumvent the established process through unsolicited bidding.
When Source1 initiates a formal bidding process, it will notify relevant suppliers whom it wishes to invite to bid. Invited suppliers must then adhere to the process as outlined to them in the bidding notification. Submitting an unsolicited bid outside the rules established at the time may disqualify the supplier from obtaining future business from Source1.
Duty to Report Violations; Non-Retaliation
Suppliers are required to report promptly to Source1 any violations of this Code of Conduct by their own employees or representatives, or by any employee or representative of Source1. Such reports should be made through a supplier's normal Source1 contact. Source1 forbid any form of retaliation against anyone who in good faith reports misconduct.
A supplier's disclosure to Source1 of misconduct by the supplier's own employees does not guarantee that the misconduct will not adversely impact the continued relationship of the parties. Source1 will, however, view such a disclosure of evidence of the supplier's good faith to comply with the Code of Conduct. |
