Code of Business Ethics & Conduct
Company Ethics Hotline (888) 867-2837, or email: [email protected]
Company Ethics Compliance Officer: Tim Steitz (412) 687-1660, [email protected]
A MESSAGE FROM THE PRESIDENT
As President of Sauer Southeast (“Company”), I support The Company “Code of Business Ethics
and Conduct (“Code”) and our commitment to ethical and legal standards of conduct. This Code shall provide the standards by which all Company employees are expected to carry out their daily responsibilities. It guides the way we treat our customers, vendors, and our fellow employees. Our goal is to conduct our business with excellence, integrity, and responsibility.
Compliance with government laws and regulations is of primary importance at The Company and is essential to The Company’s continued success. Further, all of us are responsible for protecting and maintaining the excellent reputation of our Company. To that end, this Code is designed to help clarify the ethical and legal standards to which we should adhere in performing our work.
A good foundation for ethical behavior consists of common sense, good judgment and compliance with governmental laws and regulations. The purpose of this Code is to help us all understand the basic principles within which we must all operate and promote responsible decision making. Should a situation arise that is not covered in the Code or if an employee is unsure how to handle a situation, he or she should seek guidance from a supervisor or The Company Ethics Compliance Officer.
Join me in committing ourselves to upholding the ethical and legal standards outlined in this Code. Following these principles while achieving our financial goals, will ensure the long-term success of The Company.
Greg Zechman
CODE OF BUSINESS ETHICS AND CONDUCT
The Company is committed to the highest standards of integrity. This means that The Company is dedicated to conducting business in an ethical manner and in compliance with all applicable laws and regulations. All employees should understand that improper activities could damage The Company’s reputation and result in serious adverse consequences for both The Company and the individuals involved. Moreover, all employees should avoid practices that may create even an appearance of impropriety. The purpose of this Code is to affirm required standards of conduct.
The Code provides a guide to ethical practices in working with customers, suppliers, the general public, and each other. The Code sets forth the standards which all employees, representatives, and, where appropriate, agents and subcontractors of The Company are expected to follow when carrying out their responsibilities for or on behalf of The Company. You should keep in mind that statements of policy, laws, and regulations cannot cover every ethical question that may arise. Your own personal integrity, common sense and good judgment are the best guides to ethical and responsible conduct.
Unless otherwise indicated, this Code applies to all employees and agents of The Company, and subsidiaries. With respect to any employee covered by a collective bargaining agreement, this Code shall be applied in a manner consistent with such collective bargaining agreement. Its purpose is to affirm The Company’s dedication to the highest standards of business conduct.
The Company shall provide each employee with a copy of the Code. Each employee shall, upon receiving and reviewing a copy of the Code, complete an acknowledgement of receipt and understanding of the Code and The Company’s Zero Tolerance and Reports of Violations Policy.
All employees of The Company will be required to certify their compliance with the requirements of this Code on a periodic basis.
COMPLIANCE WITH LAWS, REGULATIONS, POLICIES, PROCEDURES, AND WORK RULES
The Company emphasizes that this fundamental commitment to conducting business in an ethical manner and in compliance with all applicable laws and regulations cannot be compromised. Consequences for a violation of this Code include verbal warnings, written warnings, suspension, termination of employment, and/or legal action.
ENTERTAINMENT EXPENSES AND GIFTS FOR NON-GOVERNMENT PERSONNEL
GIFTS, FAVORS, AND ENTERTAINMENT PROVIDED BY THE COMPANY
Personnel should also make sure that furnishing meals, refreshments, or entertainment does not violate the standards of conduct of the non-government recipient’s company or organization. If you have any doubts about what these standards are, be sure to ask your customer or supplier.
Likewise, all expenditures for business meals, refreshments, or entertainment must be:
- reasonable in nature
- reasonable in amount
- made in the proper course of business
- compliant with applicable law and Company policies and ethical standards
GIFTS, FAVORS, AND ENTERTAINMENT RECEIVED BY COMPANY
Employees may accept occasional meals and refreshments that are shared with the person who has offered to pay for the meal or entertainment, provided that:
- They are not inappropriately lavish or excessive (must be reasonable in nature, amount, and made in proper course of business)
- The courtesies are not frequent and do not reflect a pattern of frequent acceptance of courtesies from the same person or entity.
- The courtesy does not create the appearance of an attempt to influence business decisions, such as accepting courtesies or entertainment from a supplier or vendor who has a business decision with respect to The Company arising in the near future.
- Flowers, fruit baskets and other modest presents that commemorate a special occasion.
- Advertising or promotional items of nominal value, such as calendars, pens, mugs, caps, and t-shirts (or other novelty).
TRAVEL AND BUSINESS EXPENSES
COMPETITION AND ANTITRUST
CONFLICT OF INTEREST
- Employment by a competitor while employed by The Company;
- Acting as an officer or director for another company while employed by The Company;
- Acting as a consultant to our customers or suppliers;
- Employment of relatives of our customers or suppliers.
Any Company representative or employee who feels he or she may have knowledge of a conflict
situation, actual or potential, should report all pertinent facts to his or her supervisor or the Ethics Compliance Officer.
SAFEGUARDING THE COMPANY’S CONFIDENTIAL AND PROPRIETARY INFORMATION
Employees who handle confidential information including, but not limited to Social Security numbers, health records, and financial records and transactions, have an extra duty of care to safeguard this information against theft or misuse and must handle such information accordingly.
Proprietary information also includes inventions and other information that employees may create or develop which relate to The Company’s business. You are required to report these inventions and information to The Company as the first step toward possible patent or copyright protection of these valuable assets. When you leave The Company, you are required to return all confidential or proprietary documents and records in your possession to your supervisor. Even after leaving The Company, you have a continuing legal obligation not to disclose The Company’s confidential and proprietary information. An employee or Company representative, who suspects a compromise of confidential or proprietary information, or improper access to a competitor’s proprietary data or government source selection data, should report immediately to the Ethics Compliance Officer.
If any reporter, lawyer, investigator, or other outside party contacts you regarding any Company business or information, you must promptly contact your supervisor before discussing any such matter. After receiving such authorization from your supervisor, no employee shall withhold or conceal information legally requested by any regulatory or law enforcement authority or knowingly furnish incorrect or misleading information to any such authority.
COMPANY RELATIONS WITH OUR SUPPLIERS
As a Company and as individuals, we will employ ethical business practices in source selection, negotiations, determinations of award, and administration of purchasing activities so as to assure the continued confidence of our customers, suppliers, and vendors. Procurement actions will be based on fair and impartial selection of capable and responsible sources of supply, maximum use of competition where practicable, in conformance with all applicable laws, regulations and contractual obligations, and monitored by an effective system of procurement procedures and management controls to prevent fraud or other misconduct.
If, at any time, an employee feels pressured to make a decision contrary to these standards, he or she should bring that problem to the attention of his or her supervisor or the Ethics Compliance Officer.
COMPANY ASSETS AND FINANCIAL TRANSACTIONS
Equipment and vehicles essential in accomplishing job duties are expensive and may be difficult to replace. When using property, employees are expected to exercise care, perform required maintenance, and follow all operating instructions, safety standards, and guidelines. Prompt reporting of damages, defects and the need for repairs could prevent deterioration of equipment and possible injury to employees or others.
POLITICAL ACTIVITIES
No Company funds, assets, or facilities may be used, directly or indirectly, for the support or opposition of any political party or candidate. This prohibition includes reimbursement from Company funds for personal contributions, including the purchase of tickets to fundraising events.
No employee shall be either favored or prejudiced in any condition of employment or promotion as a result of making or failing to make any such contribution.
ROHIBITION AGAINST TRAFFICKING IN PERSONS
PROHIBITION AGAINST COMMERCIAL SEX ACTS
PROHIBITION AGAINST FORCED LABOR AND INVOLUNTARY SERVITUDE
Consequences for a violation of this policy include verbal warnings, written warnings, suspension, termination of employment, and/or legal action. Any employee who feels he or she may have knowledge of an actual or potential violation of this policy should report all pertinent facts to his or her supervisor or the Ethics Compliance Officer.
INSIDER TRADING
Company employees are further prohibited from sharing material, nonpublic information about a security obtained by virtue of the employee’s performance on a government contract, or if such information was obtained from a government employee in connection with his or her employment with the government.
REPORTING REQUIREMENTS
Likewise, it is essential that a complete copy of every report filed on behalf of The Company be retained in the files of the unit which prepared the report. Copies of all such documents shall be retained by The Company until destroyed in accordance with established records disposition procedures.
All Company business data, books, records, and reports must be accurate, truthful, and timely, including your expense reports, entries into The Company’s accounting systems, forecasts, and cost estimates. Your complete honesty is also required in dealing with any auditor or investigator regarding any transaction or entry. Falsifying any Company record is prohibited.
“ZERO TOLERANCE” AND REPORTS OF VIOLATIONS
The Company’s employees must recognize that, in the area of ethics, legality and propriety, each employee has an obligation to The Company that transcends a normal reporting relationship. Employees are required to report all known or suspected violations of this Code to their supervisor or the Ethics Compliance Officer. Violations may be reported orally or in writing. Managers are obligated to act on all good faith employee reports of suspected violations; such reports will be forwarded to the Ethics Compliance Officer for follow-up and tracking; and reporting employees will receive follow-up reports and feedback on corrective actions to the extent feasible. All such reports will be treated in confidence.
Such reports can also be made by emailing [email protected], or anonymously, if desired, by calling The Company Ethics Hotline (888-TO-SAUER [888-867-2837]), any time of the day or night.
Any employee that makes a report in good faith of an actual or perceived violation of this Code shall not be subject to retaliation or reprisal of any kind. An employee who reports a false violation shall be subject to appropriate discipline.
Consequences for a violation of this Code include verbal warnings, written warnings, suspension, termination of employment, and/or legal action. If you have any questions regarding your obligations under this Code, contact your supervisor or the Ethics Compliance Officer.
ETHICS COMPLIANCE OFFICER & SUPERVISORY/EMPLOYEE RESPONSIBILITY
Holdings, Inc, (412) 687-1660, [email protected]. The Ethics Compliance Officer serves as a point of contact for matters pertaining to the Code of Business Ethics and Conduct and has the resources to ensure the effectiveness of the business ethics program and the Company’s internal control system.
Additionally, every Company officer, director, manager, and supervisor is responsible for implementing compliance in their division or department and responsible for ensuring their division or department has the appropriate controls and processes in place and other mechanisms to ensure compliance with the Code of Business Ethics and Conduct. Every Company officer, director, manager, and supervisor is also responsible for setting an example in their behavior, providing guidance and leadership to their employees, and monitoring and acting on any behavior by their employees that is in violation of this Code.
Each employee is responsible for reading and understanding this Code and following all recommendations and guidelines within. Each employee must exercise his or her own personal integrity, common sense, and good judgment as guides to ethical and responsible conduct. If any employee is uncertain about the ethics, propriety, or legality of any actions or decisions as an employee of The Company, the employee should request the necessary guidance from their supervisor, the Ethics Compliance Officer, or contact The Company’s HOTLINE. Employees who bring their concerns may do so without fear of retaliation and have an avenue to report concerns through the HOTLINE that allows for anonymity and confidentiality.
INTERNAL CONTROL SYSTEM
- Receive any reports of violation, written or oral;
- Conduct an investigation, with other officers of The Company or internal/outside legal counsel as needed, to determine whether or not a violation has occurred;
- Report to officers of The Company the results and recommendations of such investigations, including any disciplinary action and timely disclosures;
- Review and evaluate compliance matters, the compliance program, and internal control systems;
- Monitor and inspect the operations of The Company to detect criminal conduct and perform a periodic risk assessment for criminal conduct.
APPENDIX B – ETHICS AND COMPLIANCE POLICIES FOR FEDERAL PROJECTS
COMPANY RELATIONS WITH THE GOVERNMENT
While the following categories are not an exhaustive listing of the many areas in which compliance with government procurement regulations is necessary, these areas are included here to amplify the seriousness of compliance with all laws, regulations, and contract provisions applicable to The Company when dealing with the government. Any employee with knowledge of a violation of any government requirement, either statutory or contractual, must report immediately to his or her supervisor or to the Ethics Compliance Officer.
FRAUD
If you have any questions regarding what laws are applicable to a project or what to do to avoid potentially violating those laws, you should consult your supervisor, or the Ethics Compliance Officer and they will direct you to the appropriate resource. Employees with the following responsibilities should take added care in their compliance with common contract requirements:
THE RECORDING, ALLOCATION, AND CHARGING OF COSTS
TIMECARD REPORTING
THE PREPARATION AND NEGOTIATION OF PROPOSALS TO THE GOVERNMENT
THE DESIGN, MANUFACTURE AND TESTING OF PRODUCTS
THE PREPARATION AND SUBMISSION OF INVOICES AND PROGRESS PAYMENT REQUESTS
BIDS, PROPOSALS, AND THE PROCURMENT OF GOVERNMENT PROJECTS
Contractor bid or proposal information is information submitted to a Federal agency in connection with a bid or proposal, including cost or pricing data, indirect costs and direct labor rates, proprietary information, and other information marked by the contractor as “contractor bid or proposal information.” Source selection information is information not previously made available to the public that is prepared for use by a Federal agency in evaluating a bid or proposal, such as bid or proposal prices, source selection plans, technical evaluation plans and the results of technical evaluations or proposals, cost or price evaluations of proposals, competitive range determinations, rankings of bids or proposals, and reports and evaluations of source selection panels, boards, or advisory councils.
USE OF GOVERNMENT OWNED PROPERTY AND FACILITIES
IMPROPER PAYMENTS RELATED TO FEDERAL CONTRACTS
GRATUITIES TO GOVERNMENT PERSONNEL
government employees gratuities in the form of cash or investment interests such as stocks, bonds, and/ or certificates of deposit.
Similarly, company personnel may not make loans, guarantee loans, or make payments to or on behalf of any local, state, or Federal government employee.
Company personnel may entertain relatives or personal friends employed by government agencies. It should be made clear, however, that this entertainment is social in nature and not related to The Company’s business. No expenditure for such social entertainment is reimbursable by The Company
GRATUITIES TO FOREIGN OFFICIALS
Any employee or company representative with knowledge of a violation of this policy should report
it immediately to his or her supervisor or the Ethics Compliance Officer.
COVENANT AGAINST CONTINGENT FEES
In addition, no employee or company representative shall maintain any agency or hire any employee for the purpose of exerting improper influence to solicit or obtain any government contract.
If you have any questions as to whether an arrangement violates this policy, please contact your supervisor or the Ethics Compliance Officer.
PAYMENTS TO INFLUENCE FEDERAL TRANSACTIONS
If you have any questions as to whether a payment violates this policy, please contact your supervisor or the Ethics Compliance Officer and he or she will direct you to the appropriate resource.
SUBCONTRACTOR KICKBACKS
CONFLICT OF INTEREST RELATED TO FEDERAL CONTRACTS
CONFIDENTIAL, CLASSIFIED, OR PROPRIETARY INFORMATION
If you are performing on a government contract that involves access to information that is classified as “Confidential,” “Secret,” “Top Secret,” “Controlled Unclassified Information (CUI)”, or “Federal Contracting Information (FCI)” you are required to comply with additional security requirements imposed by the Federal government. If you have any questions regarding how to handle confidential or proprietary information, please contact your supervisor or the Ethics Compliance Officer.
THE RECRUITING AND HIRING OF CURRENT OR FORMER GOVERNMENT EMPLOYEES
If The Company decides to consider a “covered DoD official” for future employment within two years after that official leaves DoD service, The Company shall not provide compensation to that official unless The Company has first determined that the official has received, or has requested at least 30 days prior to receiving compensation from The Company, a written opinion from the appropriate DoD ethics counsel regarding the applicability of post-employment restrictions as required by DFARS 203.171. “Covered DoD official” is defined as set forth in DFARS 252.203-7000(a).
DISPLAY OF POSTERS
DISCLOSURE
COVERED FEDERAL CONTRACTS
Employees on Covered Contracts must certify to their receipt and acknowledgement of the “Code of Business Ethics and Conduct,” the “Code of Business Ethics and Conduct – Addendum: Ethics and Compliance Policies for Federal Projects,” upon receipt and review of these policies, and the “Ethics and Compliance Training ” upon receipt and completion of the training. Employees on Covered Contracts will be required to acknowledge these provisions periodically.
SUBCONTRACTOR COMPLIANCE WITH ETHICS AND COMPLIANCE POLICIES FOR COVERED FEDERAL CONTRACTS
APPENDIX C: TRAVEL & BUSINESS EXPENSES
PURPOSE
POLICY
If you must travel away from your home-based assignment on Company business, you will be reimbursed for travel expenses according to the guidelines below. All travel arrangements should result in the lowest possible costs to the Company and should be made through the Company designated travel services whenever possible and if available.
TRAVEL
- Air Travel – Domestic travel will normally be in coach class, unless first class upgrades are available to you at no cost to the Company.
- Travel by Automobile – When personal vehicles are used for Company business, reimbursement for mileage will be governed by the current Company Policy. In cases where you drive your personal automobile from one location to another and then use it for daily commuting from a place of temporary residence to a fixed work location, the Company will reimburse mileage between the two cities but will not reimburse mileage for daily commuting. If you receive a car allowance from the Company, mileage will be reimbursed in accordance with Sauer’s Policy.
- Taxi/Limousine/Car Rental – Reasonable and necessary taxi and limousine fare and car rental expenses will be reimbursed. Employees traveling alone should rent a compact car. Cars should be rented from vendors with whom the Company has corporate discounts.
Hotel/Motel Accommodations
MEALS
The Company will reimburse you for the cost of reasonable meals while you are traveling.
Tips and Miscellaneous
ENTERTAINMENT
You must follow the Company’s Code provisions, use sound judgment when entertaining, and document on the expense report the amount spent, for whom, and for what business reason. Extraordinary expenses for entertainment must be approved by your Division Manager in advance.
PARKING
Expense for parking while on Company business, including parking at an airport while on Company travel, will be reimbursed.
REPORTING
Traveling expenses are to be reported on at least a monthly basis on an itemized expense report form for approval by your Supervisor. You must attach a receipt for all expenses.