Letter from the Senior Leadership Team
One of the most valued assets of HDT Global (the “Company”, “we”, “our” or “us”) is our reputation for integrity, professionalism and fairness. Our actions are the foundation for our reputation, and we must all strive to conduct ourselves in such a way that we avoid even the appearance of impropriety. It is the Company’s policy that we must conduct ourselves at all times with the highest degree of integrity – meeting the highest ethical standards and ensuring that we are complying not only with the letter but also the spirit of the applicable laws. We expect all of our employees – regardless of position – to understand and comply with our individual and collective responsibilities.
Our Company is defined by the following corporate values:
• Safety – We share a fundamental, unwavering commitment to the safety and wellness of our colleagues, customers, and communities where we serve.
• Quality – We commit to excellence and continuous improvement in everything we do. We deliver effective and suitable solutions to our customers and for each other.
• Integrity – We do the right thing. We believe that our reputation is defined by actions, intentions, and convictions. We build relationships based on trust, openness, and delivering to our commitments.
• Innovation – We foster new ideas and celebrate seeing those ideas put into practice. We solve the most challenging problems and enable new possibilities.
• Service – We embrace the noble cause of service to others, unleashing their potential and making a positive difference every day.
These values define us and guide our relationships with each other, our shareholders, our customers, our suppliers, the government, and our communities. Our integrity, as demonstrated by how we conduct ourselves and how we deal with others, is a matter of considerable pride to us. This Corporate Compliance Program Policy (“Code of Conduct”) sets forth the minimum ethical standards applicable to our business conduct and describes a number of procedures that the Company has put in place to help ensure that we are always doing the right thing.
The centerpiece of our compliance and corporate integrity plan is you – the individual. We rely on you to not only do the right thing from day to day, but also to follow Company procedures to ensure that the Company as a whole is doing the right thing. We expect that each of you is properly trained as to your individual responsibilities and that each of you will fully understand the Company’s expectations. We are committed to offering refresher training courses on a regular basis to ensure that everyone can be armed with the latest information about rules, regulations, laws and policies. This Code of Conduct applies to all of our employees, wherever they are located, whether in the United States or abroad – including our Board, Officers and managers, agents, consultants, and contract labor.
The Company’s Compliance Officers are:
John Dotson – (216) 438-6165
Micheal Thomas – (216) 438-6152
They are here to help ensure that we conduct ourselves consistent with the one of our corporate values – integrity. They are an excellent resource and can answer any questions that may arise. Additionally, you should feel comfortable in raising any compliance-related questions with other managers. Our doors are always open, and we are always interested in your comments and suggestions on how we can ensure that we are conducting ourselves appropriately. I also remind everyone that we have the toll-free Ethics Hotlines at 1-888-706-1505 (US) and 0808-234-2973 (UK), which are available for anonymous reporting, in case any issues arise that you do not feel comfortable reporting directly. You may also access the Ethics Hotline at www.HDTGlobal.ethicspoint.com.
Thank you for your commitment to the pursuit of our corporate values.
Your Senior Leadership Team
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. (See page 4 for the complete Code of Ethics)
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.
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.
Compliance Officers and Compliance Group
The Compliance Officers are responsible for the day-to-day administration, implementation, and oversight of ongoing compliance under the Program. The Legal, Contracts, and Compliance Group is responsible for advising the Compliance Officers and assisting in the development and implementation of the Program. The Legal, Contracts, and Compliance Group reports directly to the HDT SVP and General Counsel and, where appropriate, directly to the Board of Directors.
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.
The Company maintains a Hotline reporting mechanism through which employees can submit a report or seek guidance without fear of retaliation. This reporting system can be accessed at 1-888-706-1505 (US) and 0808-234-2973 (UK) or at www.HDTGlobal.ethicspoint.com. Communications to the Hotlines may be made anonymously. The Hotlines are manned by an independent company that does not trace phone calls or internet addresses related to information it receives.
ZERO TOLERANCE OF CORRUPTION
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.
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.
Additional Compliance Standards and Changes to the Program
Additional policies, procedures and guidelines applicable to our business operations are included on the Company’s intranet site. These policies, procedures, and guidelines are updated periodically. You are encouraged to consult the on-line versions to ensure you are reviewing the latest updates.
The Code of Ethics outlines expected behavior for all Company employees, members of the Board of Directors, Officers, agents, consultants, contract labor, or others, when they are representing or acting for the corporation. We will conduct our business fairly, impartially, in an ethical and proper manner, and in full compliance with all applicable laws and regulations. In conducting its business, integrity must underlie all Company relationships, including those with customers, suppliers, communities and among employees. Employees will not engage in conduct or activity that may raise questions as to the Company’s honesty, impartiality, reputation or otherwise cause embarrassment to the Company.
Those subject to this Code of Ethics will ensure that they comply. Each employee agrees that he or she:
- Will not engage in any activity that might create a conflict of interest for the Company or for themselves individually.
- Will not take advantage of his or her position to seek personal gain through the inappropriate use of the Company’s information or non-public information or abuse of their position. This includes avoiding insider trading or other self-dealing activities.
- Will follow all restrictions on use and disclosure of confidential information. This includes following all requirements for protecting the Company’s limited-access data or proprietary information and also ensuring that non-Company proprietary information is used and disclosed only as authorized by the owner of the information or as otherwise permitted by law.
- Will observe that fair dealing is the foundation for all of our transactions and interactions.
- Will protect all company, customer and supplier assets and use them only for appropriate company approved activities.
- Without exception, will comply with all applicable laws, rules and regulations.
- Will promptly report any illegal or unethical conduct to a Compliance Officer or other appropriate management person.
Please be aware that it is improper for any employee to do through a third person what he or she is prohibited from doing directly.
Every employee has the responsibility to ask questions, seek guidance, and report suspected violations of this Code of Ethics. Retaliation against employees who come forward to raise genuine concerns will not be tolerated.
The Company will conduct its business fairly, impartially, and in an ethical and proper manner consistent with the Company’s values and Code of Ethics, described above. In the course of conducting company business, integrity must underlie all Company relationships, including those with customers, suppliers, our communities, and among employees. Employees must not engage in conduct or activity that may raise questions as to the company’s honesty, impartiality, or reputation or otherwise cause embarrassment to the Company.
All employees must read and agree to abide by the Code of Conduct, which requires that they understand the Code of Conduct, and that they are willing to ask questions, seek guidance, and report suspected violations regarding compliance with this policy and the related procedures.
Managers are expected to advocate the Company’s Values and Code of Conduct requirements, periodically discuss ethics and business conduct issues, review standards of conduct with employees, ensure that employees are aware of these standards and the legal requirements relevant to their work. The extent to which an employee conducts him or herself ethically in all of his or her business dealings should be considered positively in an employee’s annual performance review or consideration for promotions. Managers should maintain a work environment that encourages open and honest communication regarding ethics and business conduct. Managers are also responsible for taking appropriate and timely corrective action for conduct in violation of the standards.
Employee concerns should be directed to management, to the Legal, Contracts, and Compliance Group, or to a Compliance Officer. The ethics program helps employees obtain guidance, resolve questions, express concerns, and report suspected violations of the standards of conduct and law.
The sections that follow address specific compliance areas and provide guidance regarding each employee’s conduct. Obviously, these discussions cannot cover all potential issues that you may encounter in your daily business routine, but they do identify the broad, over-arching principles that should guide your conduct. Specific questions about the application of these principles should be directed to your manager, the Legal, Contracts, and Compliance Group, or to a Compliance Officer.
It is a felony to knowingly make a false claim or false statement to the U.S. Government and state governments in connection with the award or performance of a contract with the government, and such conduct by any employee will not be tolerated. Violations of these and other statutes can subject the Company to liability, damaging publicity, expensive and time-consuming audits and investigations, reduction in contract prices, and the loss of Government contracts. The Company and individual employees may also be subject to civil and criminal sanctions, including prison sentences, fines, and suspension or debarment from Government contracting, both at the federal and at the state and local Government levels.
Although it is not possible to specify all contract-related dealings with the Government that present a risk of making false statements, false claims, or other violations, particular attention is called to the following:
• The Company’s books and records must accurately reflect all transactions of the Company.
– All disbursements of funds and all receipts must be properly and promptly recorded.
– No undisclosed, mislabeled, or unrecorded fund may be established for any purpose.
–All labor and material costs shall be charged accurately to the appropriate account, regardless of the status of the budget for that account. Charging direct contract effort to an overhead or indirect account, or falsifying time cards or other records, will not be tolerated.
– No false or artificial statements or entries may be made for any purpose in the books and records of the Company.
– All cost accounting practices must be consistent with those disclosed to the Government.
• No false or artificial statements may be made for any purpose in any internal or external correspondence or communication of any type, including e-mail, telephone, or wire communications.
• Representations and certifications to the Government shall be made only after careful consideration of all relevant current information.
• Contract obligations, including testing and manufacture, shall be performed in strict accordance with contract terms, and accurate records of compliance shall be maintained and retained.
Truth in Negotiations Act
Closely related to the prohibition on making false or misleading statements is the requirement to comply with the Truth in Negotiations Act (TINA) in all dealings with the U.S. Government. The purpose of TINA is to give the Government effective means of negotiating a fair and reasonable price. It requires disclosure of cost or pricing data to the contracting officer (or designated representative) and certification that such data is accurate, complete, and current for negotiated procurements requiring TINA certification as of a mutually agreed-to date.
The requirement for TINA compliance applies to all organizations generating cost or pricing data, whether the Company is a prime contractor to the U.S. Government or is a subcontractor under a U.S. Government contract subject to TINA; or when a Company operating group supports a U.S. Government prime contractor or subcontract through an intercompany work authorization (IWA) or similar arrangement.
All cost or pricing information provided pursuant to a Government prime- or sub-contract negotiation (including negotiating contract changes) must be reviewed carefully to assure that it is current, accurate, and complete. In addition, if you subsequently become aware of facts that bring into question the accuracy, completeness, or currency of data previously provided to the Government, those facts should be brought to the attention of your manager or the Legal, Contracts, and Compliance Department.
Proper marketing practices emphasize the benefits of our products and services. Marketing efforts focus on providing customers with accurate information. Marketing activities that could embarrass the company, its customers, or government agencies are prohibited.
Our employees shall not induce employees of a customer or government agency to place personal interests above that of the firm or organization they represent. Our employees shall not ask others to do anything that they are not permitted to do themselves under the Company’s policies.
Employees who deal with customers or with government agencies must be familiar with laws, regulations, or customer-imposed rules applicable to the marketing of our products and services. It is our policy generally to prohibit giving gifts – or other things of value – to a Government employee without the express permission of a Compliance Officer.
Employees who have worked for or otherwise provided assistance to a customer or competitor within the last 3 years are responsible for informing their immediate supervisors of this fact, ensuring that further dealings with such a customer are permissible, and abiding by all obligations of confidentiality owed to the former employer. All former-Government employees are responsible for ensuring that they comply with any Ethics Opinion issued by the Government when the employee left government service.
Proper Relationships with Suppliers
The Company’s relationship with its suppliers must be based on mutual trust, integrity, and commitment to the highest ethical principles.
Procurement decisions must be made based on factors such as quality, service, price, delivery, and best value. Care must be taken to avoid conflicts of interest and the appearance of partiality. Kickbacks are prohibited.
If Government or international contracts are involved, our suppliers should be made aware of the appropriate laws and regulations.
Marketing to the U.S. and Foreign Governments
Public concern with the relationship between industry and the U.S. Government has resulted in complex laws and regulations that control the government procurement process. Employees who deal with the U.S. Government must understand the rules the Government has established for itself and for its suppliers. These laws and regulations generally have three purposes: (1) to obtain the best possible products and services at the best value; (2) to promote full and open competition based on specifications and evaluation criteria that allow interested suppliers to respond; and (3) to eliminate waste, fraud, and abuse.
Every employee, representative, or teammate of the Company is expected to comply with the rules established by U.S. Government customers for procuring products and services. Our employees must deal with U.S. Government customer representatives in an atmosphere of openness and under circumstances that could not be interpreted to imply concealment, the appearance of impropriety, or any conflict of interest. This Proper Marketing Practices section of the Company’s supplemental policies describes how documents provided to U.S. Government representatives should be identified, and discusses under what circumstances the exchange of information between the U.S. Government and our Company and between our Company and other companies is appropriate. In addition, this procedure contains a series of situational guidelines and requirements that describe how employees can interact with U.S. Government procurement representatives during the various stages of the procurement process.
Anti-bribery – Foreign Corrupt Practices Act
Our employees who deal with foreign governments are subject to special restrictions, including the anti-bribery provisions of the Foreign Corrupt Practices Act (FCPA), which is a U.S. law prohibiting U.S. companies and their representatives from trying to obtain or retain business by offering improper gifts or payments to foreign officials.
Specifically, the FCPA makes it unlawful for the Company or any Officer, Director, employee, or agent to corruptly offer, pay, give, promise to pay or give, or authorize the payment or gift of money or anything of value, to any foreign government official for the purpose of influencing an act or decision or securing an improper advantage in order to help the Company obtain or retain business. A similar prohibition applies to a payment or gift to a foreign political party or party official or to a candidate for foreign political office.
The FCPA applies to a wide variety of situations, including payments to foreign government officials, payments to foreign officers, relationships with foreign representatives and consultants, charitable and political contributions, maintenance of books and records, procurement payment procedures, and industrial participation transactions.
A violation of the FCPA may subject the Company and our employees to criminal or civil liability or both, including imprisonment and substantial penalties and fines. A violation of the FCPA could also subject the Company to administrative sanctions such as suspension or debarment from government contracting and ineligibility for export licenses.
Each employee has the responsibility to comply with the FCPA, including the duty to seek guidance or assistance when in doubt. If you have any questions concerning these requirements, contact your manager, or the Legal, Contracts, and Compliance Group.
The UK Bribery Act
The UK Bribery Act (UKBA) creates the following offenses:
1. Active bribery: promising or giving a financial or other advantage.
2. Passive bribery: agreeing to receive or accepting a financial or other advantage.
3. Bribery of foreign public officials.
4. The failure of commercial organizations to prevent bribery by an associated person (corporate offense).
Penalties for offenses under the current law include imprisonment with unlimited fines. Companies can be liable for bribery committed for their benefit by their employees or other associated persons, including through intermediaries, such as agents, resellers and the like. In addition, a company or corporate entity is liable for bribes given to a third party with the intention of obtaining or retaining business for the organization or obtaining or retaining an advantage useful to the conduct of the business by their employees and associated persons, even if they had no knowledge of those actions.
The scope of the UKBA is extra-territorial and the offenses can be prosecuted even if the acts are committed outside of the UK. While the UKBA applies to UK citizens, residents and companies established under UK law, non-UK companies can be held liable for a failure to prevent bribery if they do business in the UK.
Offering Business Courtesies – U.S. Government
Any employee offering a business courtesy must ensure that it is ethical, legal and complies with all of our applicable policies and procedures. If your job places you in a position to offer or approve business courtesies, you should be familiar with this “Offering of Business Courtesies” policy and with any rules that may determine whether the intended recipient can accept them.
A business courtesy is a present, gift, hospitality, or favor for which fair market value is not paid by the recipient. A business courtesy may be a tangible or intangible benefit such as meals, drinks, entertainment, taxi rides, recreation, door prizes, honoraria, transportation, discounts, promotional items, or use of a donor’s time, materials, facilities, or equipment.
Any employee who offers or approves a business courtesy must ensure that it is proper and that the business courtesy cannot reasonably be interpreted as an attempt to gain an unfair business advantage. An employee may not use personal funds or resources to do something that cannot be done with Company resources. Specific requirements and restrictions apply regarding the offering of business courtesies to government employees, officials, and representatives, as well as officials and representatives of foreign governments.
Rules for business courtesies are complex, and each situation must be evaluated carefully. Our policy prohibits all gifts – or other things of value – to a Government employee without the express permission of the Legal, Contracts, and Compliance Department, except in the following circumstances:
• Refreshments valued at less than $20, may be offered during a business meeting. No other entertainment may be provided to any Government employee.
• Promotional items valued at less than $20, which are also made available to the general public, may be given.
Please be aware that these approximate dollar values apply to the total business courtesies extended through the course of a year. This policy does not allow discrete gifts less than $20 to be offered time and time again.
Primary approval authority for offering business gifts or courtesies to Government personnel is vested in business management. The Legal, Contracts, and Compliance Department and are available to assist in properly resolving issues concerning business courtesies.
Offering Business Courtesies – Foreign Countries
As discussed in the prior section, gifts and entertainment are things of value and may not be given to obtain or retain business or to obtain improper advantage. However, gift giving and entertaining are not always illegal. If a government official or politician is the recipient, employees must consult with the Legal Department to ensure that no such entertainment or gift is linked to any specific business of the Company, exceeds what is normal and customary in the particular country, or violates the laws of that country. If you have any doubt about the propriety of a gift or entertainment, do not give it.
Offering Business Courtesies – Commercial & Industrial
As a general rule, employees should follow the rules outlined above regardless of whether the employee is dealing with a governmental or non-governmental customer. However, the rules that apply specifically to government contracting are more onerous than those that apply to commercial contracting. Employees dealing with commercial customers should seek guidance and prior approval from the Legal, Contracts, and Compliance Department before deviating from the above rules.
Lobbying and Political Contributions
Our Company and our employees shall not contribute any Company funds or other assets directly or indirectly to any political party or to the campaign for or against any candidate for political office, if prohibited by federal, state or foreign law. The Legal, Contracts, and Compliance Department is available to assist you in determining if any such contribution is permitted. We encourage our employees to participate individually in political affairs with his or her own time and resources.
All employees are required to comply with the terms of our contracts. We deliver goods and services as promised. We never substitute materials, change testing or alter quality control requirements except in accordance with applicable government procedures. We never certify that something has been tested when it has not.
All employees, contract labor, and consultants who are involved in U.S. government procurements must understand and comply with the requirements of the Procurement Integrity Act and its implementing regulations. Generally, the Procurement Integrity Act:
• imposes restrictions on disclosure of U.S. Government source selection information and contractor bid or proposal information;
• prohibits seeking or obtaining source selection or contractor bid or proposal information;
• imposes disclosure requirements on certain agency officials when contacted by bidders regarding employment;
• prohibits certain agency officials from accepting compensation from a contractor for a one-year period following their departure from government employment or service.
Information subject to the Procurement Integrity Act need not be in writing; it can be verbal. The sensitive information need not be intentionally obtained. The fact that it came into one’s possession unintentionally does not eliminate the possibility of a Procurement Integrity Act issue. Anyone who suspects that he or she is in possession of information violating the Procurement Integrity Act or that a violation of the Act has occurred should immediately secure any suspect information and promptly report that knowledge or provide that evidence directly to a Compliance Officer or the Legal, Contracts, and Compliance Department.
It is often necessary for our employees to exchange information with others outside the company. Such exchanges may occur at meetings, during plant visits, or through documents or other tangible materials. Unless all of the information is readily available to others without restriction, and thus clearly in the “public domain,” a nondisclosure agreement (NDA) should be in place between the parties before information is disclosed or received.
Our employees must protect all types of the Company’s proprietary, sensitive, or limited-access information and must comply with supplier-imposed limitations that govern the use of their supplier information, including documents and computer software.
The primary purpose of a NDA is to help avoid misunderstandings between the parties regarding how information and related materials can be used and are to be treated. A NDA defines a confidential relationship between the Company and the other party, and we must take care to avoid violating any restrictions or conditions imposed on it by such an agreement.
Before entering into a NDA, the responsible Company business division should make sure that there is no existing agreement with a proprietary information clause covering the same information. The responsible Company business division should also make sure that: (1) all information or materials provided by the Company under the NDA are properly marked with legends or otherwise identified as confidential in accordance with the terms of the agreement; and (2) all employees or Company contractors having access to information received under a NDA are aware of the NDA and the resulting restrictions on use and disclosure that apply to any particular information.
The employee who requests a NDA is responsible for the overall management and protection of all sensitive information received or released under that Agreement. This responsibility includes ensuring that all sensitive information received or released under the NDA is marked, controlled, and disposed of in accordance with the terms and conditions of the NDA and limiting access to sensitive information to persons with a valid need to know.
The Legal, Contracts, and Compliance Department has primary responsibility for the preparation, review, execution and retention of NDAs. HDT employees should be familiar with their respective organizations’ processes and procedures related to NDAs. Employees should seek assistance from the Legal, Contracts, and Compliance Department regarding the treatment of Company proprietary information and the drafting of an applicable NDA.
Security of Classified Information
As a cleared contractor, we have an obligation to protect classified information. Only employees possessing the appropriate personnel clearance and need to know may access classified information. It is your responsibility to ensure recipients of classified information possess both the requisite personnel clearance and the need to know prior to disclosing such information. Unauthorized receipt or disclosure of classified information should be reported to the SVP & General Counsel immediately.
Our employees shall take no actions that create or appear to create a conflict of interest. A conflict of interest may exist when an employee or a member of his or her family is involved in an activity or has a personal interest that could affect the employee’s objectivity in making decisions concerning his or her duties and responsibilities. An actual conflict of interest does not need to be present to constitute a violation of this procedure. Activities that create the appearance of a conflict of interest must also be avoided to ensure that the reputation of the Company and its employees is not harmed.
Any outside activities actually or appearing to give rise to a conflict of interest should be fully disclosed by employees before they or their family members undertake the activity. If the activity is already taking place, disclosure is still required. Unless formally approved in writing, such activities are prohibited. Employees should contact a Compliance Officer for guidance.
Employees who need a conflict of interest determination should submit information to a Compliance Officer for a review. Employees who wish to receive a determination anonymously may do so at www.HDTGlobal.ethicspoint.com or by calling the Ethics Hotlines at 1-888-706-1505 (US) and 0808-234-2973 (UK).
Employees are required to disclose any conflicts of interest or certify the absence of any conflicts annually using the form at Attachment A.
Interest in Competitors and Suppliers
Company employees may not own a financial interest, either directly or through a close relative, in any company, customer, supplier, service provider, or competitor that might cause or be perceived as creating a divided loyalty. Employees are permitted to invest in no more than two percent (2%) of the stock of a publicly traded company that is a competitor, supplier or customer. Employees must be careful that personal business relationships never influence the decisions you make for the Company.
If, in your prior employment, you signed a confidentiality agreement or otherwise had access to non-public technical- or procurement-related information that might create the appearance that the Company may have an unfair advantage over its competitors, you should seek guidance as to what roles and under what conditions you should participate in the Company’s programs.
In dealing with our customers and their employees, care must be given to avoid the appearance of improper influence. Offers of future employment (even suggestions of future opportunities of employment “following a decision to leave Government employment”), gifts to the employee or relatives in connection with births, graduations, and similar events, easily can be misconstrued by the employee or the employee’s co-workers as an effort to gain improper influence.
Modest gifts, favors, and entertainment are often used to strengthen business relationships. However, no gift, favor or entertainment should be accepted if it obligates, or appears to obligate you to commit to the business relationship, or if it might be perceived as an attempt to influence fair judgment. Modest gifts or promotional items valued at less than $20 are generally acceptable, but exceptions may arise, such as when modest gifts are routinely given or if other extenuating circumstances create the perception of impropriety.
• Never accept cash or its equivalent in connection with a business transaction.
• Never accept a gift or entertainment if it
– is not customary with business practices
– is extravagant
– can be perceived as a kickback, bribe or payoff in violation of any law, including the U.K. Bribery Act and the U.S. Foreign Corrupt Practices Act.
– violates any other laws or regulations, or
– could cause embarrassment to or discredit the Company if disclosed.
When doing business with government agents, employees, or officials be sure you understand applicable laws as well as local customs and norms.
In some cultures, gifts and entertainment play an important role in business relationships, and it is important to understand and adapt to local customs when working in countries outside the U.S. The Company recognizes that in some circumstances declining a gift or hospitality given out of local custom may be culturally insensitive and hurt a business relationship. In this situation, you may accept it on behalf of the Company, but you must immediately report it to the Legal Department for a determination of the appropriate disposition.
Please discuss with your supervisor or the Legal, Contracts, and Compliance Department any gifts or proposed gifts that you are not certain are appropriate.
Hiring Former Government Employees
Because of the conflicts of interest involved, Federal regulations strictly limit the situations in which a Government contractor can hire, seek to hire, or even discuss employment with a current or former Government employee. The rules regarding hiring or offering employment to current or former Government employees are complicated and the Legal, Contracts, and Compliance Department and Compliance Officers should be consulted before any action is taken – even questions that simply “test the waters” for a government official nearing retirement.
• Current Government Employees. We shall not offer or discuss employment with a current Government employee before a Human Resources Department representative screens the prospective employee and the Legal, Contracts, and Compliance Department/ Compliance Officer reviews his/her application.
• Former Senior Government Employees. The laws governing the hiring of former “senior Government employees” are particularly complex. Senior Government employees include certain political appointees and high ranking military personnel. We will not hire a former senior Government employee until the prospective employee’s former agency, the Legal, Contracts, and Compliance Department, and the Human Resources Department have approved the proposed activities of the prospective employee.
• Other Former Government Employees. Non-senior, former Government employees may be hired without the Legal, Contracts, and Compliance Department’s approval. Should we hire such an individual, the former Government employee must ensure that he or she never represents the Company on any matter in which he or she personally and substantially was involved as a Government employee. A former Government employee who substantially participated in awarding or administering a Company contract exceeding $10 million may not accept compensation from the Company for one year after his or her participation in the contract ends. Additionally, such an individual may not appear before or communicate with the Government regarding matters for which he or she or his or her subordinate was responsible
Company resources, including the Company’s time, materials, equipment, and information, are provided for Company business use. Nonetheless, occasional personal use of Company resources by employees may occur without adversely affecting the interests of the Company. Employees are trusted to behave responsibly and use good judgment to conserve company resources.
Personal use of Company resources must not result in significant added costs, disruption of business processes, or any other disadvantage to the Company. Use of Company resources for non-company purposes is appropriate only when specifically authorized by company policy or procedure or when the user receives express authorization from his or her manager. The procedure authorizes and provides guidelines for personal use of specific company resources.
Use of customer or supplier resources for any purpose other than the authorized use in the performance of a contract, task order, or agreement is strictly prohibited.
An employee, consultant or contractor of the company shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An employee, consultant or contractor of the Company shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An employee of the Company who files a lawsuit for retaliation by the company for reporting a suspected violation of law may disclose the trade secret to their attorney and use the trade secret information in the court proceeding, if the employee files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.
The U.S. Government, generally, and the U.S. Department of Defense, specifically, imposes detailed restrictions on the source of products and services to be incorporated into products and services delivered under their contracts. Some of the restrictions include the Buy America Act, the Trade Agreements Act, the Berry Amendment, and restrictions on sources for Specialty Metals. Like many laws applicable to our business, these laws are complex. In general, these laws and regulations require the use of U.S.-manufactured products and U.S.-based services. Exceptions may be available for NATO partner countries, NAFTA countries, Israel, and many others. Before any certification of compliance with these laws is made, you must coordinate with the Legal, Contracts, and Compliance Department to ensure that the Company is compliant.
The United States and many other countries have export/import control laws governing strategically necessary technologies and products. These laws are extremely important, and they are extremely complex. The export laws apply to both hardware and technology (including intangibles such as software, designs, or even “know-how”). It is important to note that an “export” under these laws occurs whenever controlled information is shown to non-U.S. citizens, even if the disclosure occurs in the United States. It is important to address these export and import laws before serious business discussions are initiated with non-U.S. personnel and companies.
Violations of export/import controls can harm U.S. national security and foreign policy. Penalties for violations are severe and can include monetary penalties, imprisonment, and suspension of export/import and Government contracting privileges. Early coordination with company export/import experts is critical. The applicable regulatory regime depends on the type of goods, technology, or services being exported or imported and the intended destination. All questions relating to the Company’s import/export requirements should be directed to:
Jason Malik: (540) 479-8116
Jamie Woodard: (540) 479-8120
The major U.S. export and import laws to which the Company is subject are:
International Traffic in Arms Regulations (ITAR). The ITAR, administered by the U.S. Department of State in furtherance of the Arms Export Control Act, controls exports and temporary imports of products and technical data that are specifically manufactured, designed or altered for a military use. Such products and services are identified on the U.S. Munitions List contained in the ITAR. The ITAR also contains the requirements for export licenses and other approvals for permanent export, temporary export, or temporary import transactions.
Export Administration Regulations (EAR). The EAR, administered by the U.S. Department of Commerce, controls exports of commercial and “dual-use” commodities and technology. Dual-use items are products, software, and technology developed for commercial applications, but which can also be used militarily without further modification. Items requiring export licenses appear on the Commerce Control List (CCL) contained in the EAR, and require an export license based on the destination country, the ultimate end-use and the ultimate end-user. Items on the CCL are potentially subject to U.S. export control whether they are exported from the United States or are re-exported from one non-U.S. country to another.
Federal Firearms Regulations. These regulations govern the permanent import of arms, ammunition, and implements of war into the United States. These regulations are administered by the U.S. Department of Justice through the Bureau of Alcohol, Tobacco, Firearms and Explosives. The products controlled for permanent import are identified in the U.S. Munitions Import List contained in the ATF regulations.
Foreign Assets Controls. To comply with the Trading with the Enemy Act or the International Emergency Powers Act, and in some cases to comply with sanctions imposed by the United Nations, the United States imposes sanctions and embargoes on certain countries. The Department of Treasury Office of Foreign Assets Control (OFAC) administers regulations that can involve blocking property, prohibiting exports and re-exports, and other activities with respect to those countries. OFAC maintains a list of “Specially Designated” nationals or persons, who are also subject to restrictions under the regulations.
Antiboycott Regulations. In addition to export and import controls, the EAR contains antiboycott provisions, which prohibit compliance with non-U.S. boycotts of countries friendly to the United States. The Internal Revenue Code also imposes tax penalties for agreements to comply with such boycott actions.
U.S. Customs and U.S. Immigration Regulations. Other important regulations are the U.S. Customs and the U.S. Immigration regulations. These regulations are administered by the U.S. Department of Homeland Security through U.S. Customs and Border Protection, and the U.S. Bureau of Immigration and Customs Enforcement. These govern the movement of commodities and people across the U.S. borders. Information required under these regulations allows the agencies: (1) to properly assess duties; (2) to collect accurate statistics; (3) to determine whether goods are subject to quotas, restraints, embargoes, or other restrictions; and (4) to take enforcement actions by deterring, interdicting, and investigating threats arising from movement of commodities and people across borders.
Federal and state antitrust laws prohibit monopolies and agreements that unreasonably restrain trade, including collusion to fix prices. These laws generally are based on the premise that open competition in a free marketplace will lead to appropriate prices and promote an efficient, productive economy. The laws apply to domestic commerce and some foreign commerce. Employees are expected to conduct themselves and the Company’s business in such a manner as to be in compliance with these laws.
Generally, the antitrust laws prohibit the following conduct:
Price fixing. Agreements or understandings between competitors to exchange confidential pricing information to raise, lower, maintain, stabilize, or otherwise fix prices.
Bid rigging. Agreements or understandings between competitors to manipulate bids or proposals, such as by (1) agreeing upon prices or other terms and conditions; (2) agreeing to rotate or alternate the submission of bids; or (3) agreeing that one competitor will bid for certain contracts or customers, while other competitors will bid for different contracts or customers.
Market division. Agreements or understandings by which competitors divide the market in which they compete, such as by allocating among themselves customers, territories or products.
Concerted refusals to deal. Agreements or understandings by which two or more companies jointly refuse to do business with other companies for the purpose of eliminating competition.
Tying arrangements. Transactions in which a customer’s purchase of a product that it wants is conditioned on its purchase of another product it does not want.
Exclusive dealing. The sale or purchase of a product by a company on the condition that the purchaser or supplier will not do business with competitors of the Company.
Reciprocity. Agreements or understandings by which one company, as a condition to doing business with another company, requires the other company to do business with it.
Monopolization. Attempting to achieve, achieving, or maintaining “monopoly power” (the ability to control prices or exclude competition) through illegal or unfair methods or practices.
Unfair methods of competition. Unfair or deceptive acts or practices, such as: (1) wrongfully inducing a competitor’s customer to breach a contract with that competitor; (2) committing industrial espionage to acquire a competitor’s trade secret; (3) bribing an employee of a competitor or a customer for any purpose; (4) making false or disparaging comments about a competitor’s product or service; and (5) making unfounded or misleading advertising claims.
Joint Ventures and Teaming Agreements. Joint ventures and government contract “teaming agreements” have the potential for violating the antitrust laws. Such arrangements must be negotiated, structured, and implemented properly to avoid antitrust problems.
To ensure compliance with the antitrust laws, employees should:
• Conduct their day-to-day business with integrity.
• Ensure that our business decisions reflect independent business judgment.
• Conduct business in a manner that does not appear “heavy-handed” or otherwise subject to misinterpretation.
• Familiarize themselves with available company guidance and training materials.
Because failure to comply with the antitrust laws can be extremely damaging to the Company and our employees, transactions that raise questions or concerns of an antitrust nature should be brought to the attention of the Legal, Contracts, and Compliance Department.
Federal and state laws have been enacted regarding fraud, waste and abuse in connection with government contracts. Some of these laws include whistleblower provisions designed to protect employees reporting illegal conduct to appropriate authorities, and they may also include provisions that allow the employee to receive a portion of a monetary recovery by the government. As outlined in our policies, suspected illegal conduct should be reported to the Ethics Hotlines [1-888-706-1505 (US)] and [0808-234-2973 (UK)]; www.HDTGlobal.ethicspoint.com, HDT Compliance Officers, HDT management (including the CEO, if appropriate), the Legal, Contracts, and Compliance Department or to the appropriate federal or state authorities.
We prefer that matters be first handled internally so that we have an opportunity to correct any identified problems. But if you feel that the Company has not been responsive to your complaints, the Company does not discourage employees from going directly to governmental authorities. We have a strict policy prohibiting retaliation against whistleblowers.
By the terms of our U.S. Government prime and subcontracts, the Company agrees that the U.S. Government may examine selected business and financial records and cost data. Cooperation will be extended to designated U.S. Government representatives to facilitate timely and efficient performance of audits required by the contract. When employees are requested to furnish financial data to U.S. Government auditors, responses are to be approved and provided by Finance management. Release of other records and data requested by the U.S. Government shall be approved by appropriate functional or program management or by the Legal, Contracts, and Compliance Department.
Conversely, many papers, documents, charts, and other writings are prepared for internal management purposes only and not for use as or in support of financial, accounting, or estimating records. These data are not normally within the scope of the U.S. Government audit clauses typically contained in U.S. Government contracts. However, examples of such data are to be made available for examination by appropriate U.S. Government representatives when required to demonstrate Company planning methods or control systems.
In addition to contractual reviews or audits, employees may be contacted by U.S. Government agents conducting civil or criminal investigations related to our work. Employees have the right to speak with investigators as well as the right to decline to be interviewed. Employees also have the right to consult with legal counsel before deciding to be interviewed and to defer any interview until that consultation can occur. Employees may control the location, time, and duration of any interview. If an employee decides to be interviewed, he or she must tell the truth. A false statement to a U.S. Government agent may constitute a felony. The Legal, Contracts, and Compliance Department is available to provide additional information on this process. Any requests by agents for documents pertaining to our business should be referred to a Compliance Officer.
If you have questions regarding U.S. Government audits and investigations, contact the Legal, Contracts, and Compliance Department.
Equal Employment Opportunity
The Company is committed to encouraging, enhancing, and celebrating diversity. Our collective global talent includes the unique qualities that each employee brings. We value the things that make us similar and different, such as job experience, education, age, national origin, religion, physical ability, race, gender, and sexual orientation. By bringing varied viewpoints and experience to the workplace, the Company will be better positioned to develop the innovative products, services, and solutions we need to be competitive in a global environment. In addition, when we work toward a diverse workplace in which everyone is included and respected, we all benefit. Employees get more supportive leadership, better potential for advancement, and programs aimed at career development. Employees who feel that their viewpoints and contributions are valued are more productive and more reliable and take pride in their work. That makes our Company a better workplace for all of us.
The Company’s policy on equal employment opportunity is to:
• Employ and advance in employment and other wise treat qualified individuals without discrimination on the basis of their race, color, religion, national origin, gender, age or sexual orientation;
• Employ and advance in employment individuals with disabilities, and to treat qualified individuals without discrimination on the basis of their physical or mental disability;
• Employ and advance in employment qualified protected Veterans and to treat qualified protected Veterans without discrimination on the basis of their military status; and
• Employ and advance in employment and otherwise treat qualified individuals without discrimination on the basis of any other legally protected status in accordance with applicable local, state and federal laws.
This policy applies to all terms and conditions of employment, including recruiting, hiring, transfers, promotions, terminations, compensation, and benefits.
Drug Free Work Place
We maintain a workplace that is free from the effects of drug abuse. We do not tolerate any use of illegal drugs or abuse of controlled substances while employees are engaged in our business, or while working at a Company location. Illegal drug use or abuse of controlled substances threatens our ability to serve our customers. It compromises the safety of our people, products and services.
We reserve the right to test employees who appear to be unfit for work due to suspected illegal drug use or abuse of controlled substances. We reserve the right to search anyone or anything on Company property at any time.
You should report all known or suspected violations of this policy to your supervisor.
Harassment is behavior that disrupts another employee in his or her work because of the employee’s race, color, religion, national origin, age, physical or mental disability or gender. Each of us has the right to be free from improper or offensive conduct at work. Unwelcome, insulting or offensive remarks or actions have no place at our Company.
Harassment can occur under many different circumstances. In general, harassment occurs when:
• Requests for dates, sexual favors or other verbal or physical conduct of a sexual nature serve as the basis for employment decisions.
• An intimidating, offensive or hostile work environment results from unwelcome sexual advances, offensive jokes or other insulting verbal and physical behavior.
To maintain an atmosphere free of harassment, you have the following responsibilities:
• Understand and abide by all corporate and business unit policies, procedures and work rules relating to workplace harassment.
• Exercise good judgment in professional and personal relationships with co-workers.
Employees, subcontractors, customers, or other third parties may file an internal complaint if they believe that they have been subjected to work-related discrimination or harassment that is prohibited by Company policy or applicable law. To file an internal complaint, promptly notify your supervisor, any other manager or your Human Resource representative. All complaints will be investigated and effective corrective action will be taken where appropriate. Retaliation for filing a complaint or cooperating with an investigation is strictly prohibited.
Safety and Health
To maintain the safety of our workplace, you have the following responsibilities:
• Report all safety hazards and accidents.
• Follow the rules of your business unit concerning smoking during work hours while on Company property.
• Report all suspected violations of safety procedures to your supervisor or safety and health department.
We do not tolerate violent behavior at any workplace, whether committed by or against our employees. The following behaviors are prohibited: making threatening remarks, causing physical injury to someone else, intentionally damaging someone else’s property or acting aggressively in a way that causes someone else to fear injury.
We follow all federal, provincial, state and local laws regarding workplace safety and health. In addition, we prohibit the possession of any licensed or unlicensed firearm or weapon on Company property without authorization from the Legal, Contracts, and Compliance Department.
Use good judgment and promptly inform your supervisor, manager or Human Resources if you observe behavior that could be dangerous or violent.
The U.S. Government has a zero tolerance policy regarding trafficking in persons. As a result, our employees, our agents, and all tier subcontractors and their agents, both within and outside of the United States, shall not:
1. Engage in severe forms of “trafficking in persons”;
2. Procure commercial sex acts;
3. Use forced labor in the performance of the contract;
4. Use child labor (defined as anyone under the age of sixteen, unless local law is more restrictive) in the performance of the contract;
5. Destroy, conceal, confiscate, or otherwise deny access by an employee to the employee’s identity or immigration documents;
6. Use misleading or fraudulent practices during the recruitment of employees;
7. Use recruiters that do not comply with local labor laws of the country in which the recruiting takes place;
8. Charge employees recruitment fees;
9. Fail to provide return transportation upon the end of employment, for an employee who is not a national of the country in which the work is taking place and who was brought into the country for the purpose of working on a government contract or subcontract;
10. Provide or arrange housing that fails to meet the host country housing and safety standards; and
11. If required by law or contract, fail to provide an employment contract, recruitment agreement, or other required work document in writing and in a language that the employee understands.
For purposes of this policy, the following definitions apply.
“Agent” means any individual, including a director, an officer, an employee or an independent contractor, authorized to act on behalf of the company or our subcontractors.
a. Threats of serious harm to or physical restraint against any person;
b. Any scheme, plan, or pattern intended to cause a person to believe that failure to perform an act would result in serious harm to or physical restraint against any person; or
c. The abuse or threatened abuse of the legal process.
“Commercial sex act” means any sex act on account of which anything of value is given to or received by any person.
“Debt bondage” means the status or condition of a debtor arising from a pledge by the debtor of his or her personal services or of those of a person under his or her control as a security for debt, if the value of those services as reasonably assessed is not applied toward the liquidation of the debt or the length and nature of those services are not respectively limited and defined.
“Employee” means an employee of HDT Global directly engaged in the performance of work under a Government contract who has other than a minimal impact or involvement in contract performance.
“Forced Labor” means knowingly providing or obtaining the labor or services of a person:
a. By threats of serious harm to, or physical restraint against, that person or another person;
b. By means of any scheme, plan, or pattern intended to cause the person to believe that, if the person did not perform such labor or services, that person or another person would suffer serious harm or physical restraint; or
c. By means of the abuse or threatened abuse of law or the legal process.
“Involuntary servitude” includes a condition of servitude induced by means of:
a. Any scheme, plan, or pattern intended to cause a person to believe that, if the person did not enter into or continue in such conditions, that person or another person would suffer serious harm or physical restraint; or
b. The abuse or threatened abuse of the legal process.
“Severe forms of trafficking” in persons means:
a. Sex trafficking in which a commercial sex act is induced by force, fraud, or coercion, or in which the person induced to perform such act has not attained 18 years of age; or
b. The recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery.
“Sex trafficking” means the recruitment, harboring, transportation, provision, or obtaining of a person for the purpose of a commercial sex act.
“Subcontractor” means any supplier, distributor, vendor or firm that furnishes supplies or services for performance of a prime contract or subcontract.
Employees may report, without fear of retaliation, all activity that is inconsistent with this policy prohibiting human trafficking by calling our toll-free Ethics Hotlines at 1-888-706-1505 (US) and 0808-234-2973 (UK), which are available for anonymous reporting in cases where you do not feel comfortable in raising compliance-related issues to the company’s Legal Department. You may also access the Ethics Hotline at www.HDTGlobal.ethicspoint.com.
The U.S. Department of State provides a toll-free hotline to enable you to make inquiries, learn more about human trafficking and report suspected human trafficking activity – call the National Human Trafficking Resource Center at 1-888-373-7888 or send an e-mail to email@example.com.
Additional information about trafficking can be found at www.state.gov/j/tip.
You may also call federal law enforcement directly to report suspected human trafficking activity and get help.
• U.S. Department of Homeland Security at 1-866-347-2423 24 hours a day, 7 days a week, every day of the year, or submit a tip online at www.ice.gov/tips. Individuals across the world can report suspicious criminal activity to the U.S. Immigration and Customs Enforcement (ICE) Homeland Security Investigations (HSI) Tip Line. The Tip Line is accessible internationally by calling 1-802-872-6199. Highly trained specialists take reports from both the public and law enforcement agencies on more than 400 laws enforced by ICE HSI, including those related to human trafficking.
• You may also submit a tip online to the FBI at tips.fbi.gov, or call your local FBI office (you can get their number at
Obligation to Flow Down to Subcontractors
We shall flow down the requirements of FAR § 52.222-50 to all subcontractors working on U.S. government contracts. For U.S. government contracts involving the purchase of supplies (other than Commercial Off the Shelf (COTS) items) to be acquired outside of the U.S. or services to be performed outside of the U.S. with a value of $500,000 or greater, we shall require all subcontractors to adopt a compliance program, including training, monitoring and auditing, to address trafficking in human persons and to certify to such compliance program and certify to such a program.
Consequences of Policy Violation
Employees who violate this policy will be subject to appropriate action up to and including termination. The Company may contact law enforcement regarding any violation of this policy.