Ethics Policy

Our Ethics Policy has been developed to ensure that our business is conducted in adherence with high ethical and legal principles and sets standards of professionalism and integrity for all employees and operations worldwide.

The following is a summary:

• All employees have the right to expect and the responsibility to ensure that System & Machines Biz ’s business is conducted with high ethical standards and legal principles;
• Our policy is to operate within applicable law;
• Discrimination or harassment of any kind will not be tolerated;
• As a matter of policy, we do not make political donations;
• No bribes shall be given or received;
• Conflicts of interest must be avoided;
• We aim to be a responsible partner within our local communities; and
• Employees are encouraged and supported to report, in confidence, any suspected wrong doing.

Taking into account local practice and the operational requirements of the business, it is our goal to offer unambiguous and fair terms of employment and to provide employees with appropriate opportunities to develop their skills and progress in their careers. It is our intention to honor all applicable terms and conditions of employment.

The Company recognizes its duty and the benefits of providing working conditions which promote good health, safety and environmental practices – copies of Company guidelines in respect of these matters are available from local management. Employees are encouraged to report immediately any health, safety or environmental concerns to their line manager in order to protect the welfare of themselves and colleagues.

Employees are encouraged to recognize their duty to act in a responsible manner in the workplace, having due regard for the health, safety and general welfare of their colleagues.

We consider that the diverse backgrounds and of System & Machines Biz  employees form a strength to the business. All employees regardless of their color, race, religion, marital status, sexual orientation, disability or age should be treated fairly and honestly with both respect and dignity. Harassment (including sexual, physical, mental, use of abusive language or offensive gestures) or bullying, in any shape or form will not be tolerated. Any employee who is proved to have acted in a discriminatory manner or to have indulged in bullying or harassment will be subject to disciplinary or grievance procedures and all employees are strongly encouraged to report such incidents

It is our policy to respect the human rights of all employees, including:

• ensuring employees have the freedom to associate or to collectively bargain without fear of discrimination against the exercise of such freedoms;
• a prohibition on using forced or child labor; and
• appropriate restrictions on the access and use of personal employee information to respect rights of privacy.

All employees are expected to contribute to the success of System & Machines Biz by performing their jobs as required and conducting themselves in a professional manner consistent with the company’s business philosophy, values and standards of business conduct.

Employee honesty and integrity are essential to ethical business practices. Employees are required to prepare all reports, including expense reports and time cards accurately and truthfully.

Unacceptable conduct that is considered detrimental to the company’s best interests may result in immediate disciplinary action, up to and including termination of employment.

Misuse of System & Machines Biz property, including the company’s equipment, supplies, e-mail, intranet, and computer and voicemail systems can constitute unethical conduct. These tools and resources are intended to assist employees in conducting legitimate company business, and any other use of such property is discouraged.

Any of the following conduct by any employee, including the Chairman, Chief Operating Officer (“COO”) or Chief Financial Officer (“CFO”), or Chief Technology Officer (“CTO”) must be reported immediately to the C.E.O. If the C.E.O is alleged to be involved in the conduct, then the report shall be conveyed to the CHAIRMAN, unless the CHAIRMAN is allegedly implicated in such conduct, in which case the report shall be conveyed to the Chairman of the Audit Committee (“Audit Committee Chairman”).

• Any other activity or conduct that could cause an individual, the company or any of its officers or directors to violate any applicable governmental law, rule or regulation relating to full, fair, accurate, timely and understandable disclosure of information required to be disclosed to any third person.

At all times, it is our policy to stay within the laws, rules and regulations of the countries, states or other jurisdictions in which we operate. It is our policy to co-operate fully with relevant public authorities and regulatory bodies as appropriate.

The senior management team of each operating unit or subsidiary is responsible for ensuring that legislation is complied with and that requirements are appropriately communicated to their staff.

All employees have the right and the responsibility to resolve doubts or uncertainties about ethical questions or compliance with the law. To resolve any ethical or legal issue, an employee should first contact his or her immediate manager or supervisor for guidance prior to taking any action. We also strongly encourage an ‘open door’ policy to bring any such queries, if necessary, to a higher level of management.

Control procedures must exist so that all declarations to government accurately represent local data and, where applicable, that of the Group.

In certain areas the relationship with affiliates may preclude companies from tendering for certain government contracts or making certain types of grant application. Care must be taken to avoid infringing these rules.

Ethics in the Marketplace

The truth, properly told and presented, should be the objective of all promotional activity. Customers shall be treated with respect and competition with peer companies should be fair and ethical. The following lists some of the major issues regarding ethics in the marketplace:

• Nothing is to be gained through misrepresentation, exaggerated claims or other forms of false advertising. Our products and services must stand on their own merits and their quality.
• Collaboration with competitors to establish or maintain prices or to unlawfully restrain trade will not be allowed.
• Customers should be given factual information about prices, schedules, services and other terms of business. Suppliers, subcontractors, advisors or representatives also deserve to be treated fairly, honestly and in accordance with agreed terms.
• From time to time, customers, suppliers, advisors or representatives may divulge confidential information to you. It is our duty to respect these confidences in accordance with applicable contractual and legal requirements.
• Any complaints from customers, suppliers, subcontractors, advisors or representatives should be dealt with promptly and fairly.
• Although we should strive to know and understand our competitors so that we can perform in the market, industrial espionage is not permitted.
• It is not Company policy to knowingly infringe on the copyright, trademarks, patents or other properly registered intellectual property of others.
• Management should have due regard as to how contracts or arrangements with new suppliers, et al. will reflect on the reputation and ethics of System & Machines Biz.

System & Machines Biz ’s policy is that it does not use corporate funds, whether in cash, goods, services, equipment, etc., to make contributions to political candidates, political parties or committees, or political entities.

Bribes or Other Payment to Influence Business Transactions

The giving or receiving of any such payment is indefensible. No bribes of any sort may be paid to or accepted from customers, politicians, government representatives, advisors or representatives. It is not permitted to establish accounts or internal budgets for the purpose of facilitating bribes or influencing transactions (slush funds).

Violation of governing laws leads to significant risk that could result in fines, penalties and damaged reputation. Although laws vary, the following general guidelines should be followed when dealing with any governmental agency:

• NEVER discuss or offer employment or business opportunities to contracting officers or governmental officials who may influence an official act or decision affecting System & Machines Biz  or its business.
• NEVER offer or give gifts or favors to anyone in connection with any government contracting activity, including “kickbacks” to any customer who is a prime contractor with a government entity.
• NEVER offer or give bribes or other questionable or irregular payments (whether in the form of cash, goods or other property) if you know, or have reason to believe, that such payments will be used to influence foreign officials or their representatives to facilitate official acts or decisions involving System & Machine. This rule applies even if such payments are considered customary or legal in the countries in question.

Whether it is actual or apparent, conflicts of interest must be avoided. Actions taken by employees should be objective and based on the best interests of the Company. There are too many instances where such conflicts may arise to list, but the following list may prove helpful:

• Accepting personal payments from suppliers et al., which may influence your business decision.
• Employees shall not directly or indirectly work or consult for a competitor or engage in activity that is competitive with System & Machines Biz business interests (including working for a System & Machines Biz  vendor). It is never acceptable for an employee to utilize System & Machines Biz customer lists or contacts to market their own or third-party goods and services, even if they are not competing with System & Machines Biz products or services.
• Potential conflicts between personal and professional relationships.
• You should declare to your Managing Director or President, (and notify your line manager) of any interest you or a close member of your family may have in a business that is, or may have, dealings with (ignoring a shareholding in a major company, so long as such investment does not create a conflict of interest).
• Prior written approval must be obtained from your Managing Director or President (with notification to your line manager) prior to employees accepting a second job, consultancy, etc., to ensure this will not conflict with other interests of System & Machines Biz.
• Undertaking any private work which might generate intellectual property is generally prohibited, since it can be difficult to distinguish this from Company work.
• Prior written approval must be obtained from the COO before any System & Machines Biz employee accepts an appointment to the board of any other company.

If you do suspect you have a conflict of interest, whether actual or potential, please raise your concerns immediately with line management. You should take no part nor seek to influence a business decision which may result in a conflict of interest arising.

System & Machines Biz aims to be a responsible partner within the local communities in which it operates through the support of community initiatives and local charities. Each business unit is encouraged, through the Company’s charitable donations policy, to support reputable initiatives which address the needs of their local community.