CUBIC REGIONAL POLICY (United States)

Transcription

1 CRP HR-07 Page 1 of 6 All U.S. Cubic I. PURPOSE Cubic respects the right of its employees to engage in private activities and relationships outside of their employment as long as such activities or relationships do not create a material conflict of interest with the employee's responsibilities to the Company. Those responsibilities include, but may not be limited to, the duties of loyalty, acceptable performance, and reasonable conduct. II. SCOPE This Regional Policy applies to all U.S. Cubic companies (hereafter Cubic or the Company), with the exception of those within the Mission Support Services business segment. III. DEFINITIONS For purposes of this policy, the following definition of terms shall apply: A. Employees. Includes all directors, officers, and employees of the Company. B. Conflict of Interest. Includes any acts, omissions, financial or other outside interests, relationships, associations, or activities by an employee that do, or reasonably could, materially conflict with his or her duties to the Company or otherwise violate the guidelines in this Policy. C. Financial Interest. Includes any investment whether active or passive, or other direct or indirect financial interest of any kind in a business, whether or not such business is, or becomes, a customer, supplier or competitor of the Company. This includes investments and financial interests not only of the employee but the employee's immediate family, or of others where the employee has a material beneficial interest. D. Passive Investment. Includes any investment in which the employee's participation is limited solely to the investment of funds for a return on investment and involves no active participation in the business of the entity in which the investment is made. IV. POLICY Employees are expected to exercise common sense and sound judgment to avoid actual or perceived conflicts of interest with their responsibilities to Cubic. For example, Employees must not hold material financial interests in outside businesses, or engage in outside activities, associations, or relationships that materially conflict with their duties to Cubic or otherwise violate the guidelines set forth in this policy. Employees are responsible for notifying Cubic of any financial interests, outside activities, associations, or relationships that might be (or could be perceived by others as being) in material conflict with their duties to the Company. Determination of whether a financial interest, activity, association, or relationship constitutes an actual or threatened material conflict of interest will be determined by the Company.

2 CRP HR-07 Page 2 of 6 All U.S. Cubic A. PERMISSIBLE INVESTMENT ACTIVITIES Typical personal investment activities are not considered a conflict of interest, provided such investments are non-material Passive Investments, or other Financial Interests in a customer's, supplier's, vendor s, or competitor's business; do not constitute other material conflicts with the employee's duties to the Company; and do not otherwise violate the guidelines set out in this Policy. Passive Investment in the business of a customer, supplier, vendor, or competitor is considered non-material if the investment is: 1. Ten percent or less of the outstanding stock of a statutory "close" or a closely-held, privatelyowned corporation; or 2. Ten percent or less of any other closely-held, privately-owned, non-corporate business entity (partnership, joint venture, etc.); or 3. Does not make an employee a controlling person or a member of a controlling group of a corporation, publicly traded on a recognized United States or foreign stock exchange, and provided such passive investment does not involve other conflicts with the employee's duties to the Company nor violate the other guidelines set out in this Policy. Passive Investment of any amount or Financial Interest in businesses other than a customer, supplier, vendor, or competitor is permissible provided such investments do not conflict with the employee's duties to the Company nor violate the other guidelines set out in this Policy. B. EMPLOYEE CONTACT WITH OTHER ENTITIES Employees whose position includes the direct transaction of Company business or the ability to influence Company business transactions, with other companies or entities that are suppliers or vendors must not: 1. Accept from suppliers, vendors, or customers any payment, compensation, loan, financial favor, entertainment or gift beyond commonly accepted business practices. (For more detailed guidelines, refer to the Corporate Policy on Gifts and Hospitality, available on the corporate Intranet.) 2. Have any Financial Interest in the business of any supplier, vendor, or customer of the Company, other than non-material Passive Investments in publicly owned corporations whose stock is traded on a recognized stock exchange. In addition, Employees may not hold any Financial Interest in the business of any competitor of the Company, other than nonmaterial Passive Investments in publicly owned corporations traded on a recognized stock exchange.

3 CRP HR-07 Page 3 of 6 All U.S. Cubic Employees may also not render compensated or non-compensated services for any competitor of the Company. C. RETIRED OFFICERS AND FORMER GOVERNMENT EMPLOYEES Employees who are retired armed forces officers or former Government employees are personally responsible for compliance with laws and regulations that impose restrictions on their activities. It is the Company's policy to only hire retired officers and former Government employees in accordance with applicable state and federal law. D. FORMER DEPARTMENT OF DEFENSE EMPLOYEES: COMPENSATION PROHIBITION & REPORTING REQUIREMENTS The United States Code (10 U.S.C b and 2397 c) and Federal Acquisition Regulations (DOD FAR SUP ; 48 CFR Chapter 2) prohibit Cubic from offering or providing any compensation valued in excess of $250 to certain former DOD officials who, while employed by DOD, performed certain procurement related functions in connection with the Company and require that the Company file reports for years in which it was awarded one or more DOD contracts aggregating $10,000,000 or more. Severe penalties are involved for non-compliance. To ensure compliance with these requirements the following procedures and reporting requirements shall be followed: 1. Before an offer is made to any prospective employee, the Human Resources Department shall ascertain whether any possibility exists that the above statute and regulations may be applicable in any way. If such possibility exists, Human Resources should promptly contact the Corporate Law Department for guidance regarding further communications with the prospective employee. 2. The Vice Presidents of Human Resources for the Corporation and all covered Business Segments shall submit to the Corporate General Counsel by March 1st of each calendar year the report required by the above statute and regulations for review and transmittal by the General Counsel on or before April 1st to the Office of the Assistant General Counsel (Legal Counsel), Standards of Conduct Office, Attn: OAGC/cc, Pentagon, Washington, D.C E. INSIDER INFORMATION Employees must not use knowledge of the Company's plans and activities as an opportunity for personal investment or advantage. For example, trading in securities of the Company or its customers or suppliers based upon information that has not been publicly disclosed, is illegal and represents a conflict of interest. For additional details, refer to the Corporate Policy on Trading in Cubic Stock.

4 CRP HR-07 Page 4 of 6 All U.S. Cubic F. OUTSIDE EMPLOYMENT Outside employment with non-competitors is not strictly prohibited. However, if an employee s outside employment or other activities lead to unacceptable performance, productivity or attendance, the employee may be subject to discipline or discharge. Further, any outside employment with the Company s customers, suppliers, vendors, or other business associates that creates an actual or perceived Conflict of Interest may be prohibited. G. REPRESENTING THE COMPANY Acts or omissions, activities or associations by an employee that identify the Company as a participant or sponsor, or as approving such act, omission activity or association, without the prior express approval of management is prohibited, regardless of whether actual detriment to the Company occurs. H. PERSONAL RELATIONSHIPS It is important that relationships between Employees not create actual or perceived Conflicts of Interest or related problems with supervision, security, favoritism, misunderstandings, morale, or sexual harassment. In addition to claims of favoritism by others, personal conflicts from outside the work environment can be carried over into day-to-day working relationships. For these reasons, the Company will not permit related employees (as defined below) to remain in a directreporting relationship or work in the same department of the Cubic company that employs them. Note that each business segment may have additional policy restrictions on the employment of relatives. For purposes of this provision relative includes parents, step-parents, in-laws, children, stepchildren, siblings, spouses and legal domestic partners, as well as any person with whom the employee is involved in a romantic or sexual relationship. This policy applies to all Employees without regard to the gender or sexual orientation of the individuals involved. If a relative relationship is established after employment, it is the responsibility and obligation of the Employees involved to disclose the existence of the relationship to Human Resources. Human Resources and the appropriate management staff will decide who will be transferred to another position or, if necessary, separated from employment. V. POLICY ENFORCEMENT & LIMITED WAIVERS A. NOTICE OF THE POLICY Upon accepting employment with Cubic, new Employees are provided with this Policy and are required to certify that they will read it and comply with its terms. Any substantively revised versions of the Policy will be distributed to covered Employees. In addition, all new Employees

5 CRP HR-07 Page 5 of 6 All U.S. Cubic are required to review and sign an Employee Conflict of Interest Agreement, which is maintained in their personnel file. B. OBLIGATION TO REPORT POTENTIAL CONFLICTS Employees have an affirmative obligation to notify their manager, department head, or Human Resources of any actual or potential Conflicts of Interest. Failure to report known or reasonably suspected Conflicts of Interest may result in discipline or discharge. Employees are also strongly encouraged to notify the Company of any actual or perceived Conflicts of Interest of others about which they become aware. There will be no retaliation against any employee who brings forward a good faith concern regarding an employee Conflict of Interest. C. RESPONDING TO POTENTIAL CONFLICTS Cubic may become aware of a potential conflict during the hiring process, as a result of an employee's voluntary disclosure, or from reports of others to the employee's manager or Human Resources. Information regarding a possible Conflict of Interest should be provided to senior management or Human Resources, who will discuss the matter with the Ethics and Compliance Officer or his/her designee. The Ethics and Compliance Officer will review the facts and circumstances with management and/or Human Resources to determine if the situation has (or will) cause a violation of this Policy. The Company s response will vary based on the circumstances. 1. No conflict. If no actual or potential policy violation is found, and there will not need to be any restrictions put in place to avoid a material conflict, Cubic will notify the employee that the activity is not considered to be a Conflict of Interest. 2. Potential conflicts that can be mitigated. If there is a potential for a Conflict of Interest, but the conflict can be avoided or effectively mitigated if certain restrictions or obligations are put into place, senior management or Human Resources should submit a Request for Limited Waiver of Conflict of Interest Agreement to the Ethics and Compliance Officer as described below in section D. 3. Conflicts that cannot be mitigated. If the matter is determined to create or threaten a material Conflict of Interest that cannot be effectively mitigated, management and/or Human Resources will take steps to ensure such activities cease and the employee is informed of any employment consequences. D. LIMITED WAIVERS Senior management or Human Resources may request a limited waiver regarding a potential Conflict of Interest on behalf of an employee by completing a Limited Waiver Request form and providing it to the Corporate Ethics and Compliance Officer. Limited Waiver Request and

6 CRP HR-07 Page 6 of 6 All U.S. Cubic Approval forms are available on the Corporate Intranet, or from the Human Resources Department. Upon receipt of a completed Limited Waiver Request form, the Ethics and Compliance Officer or his/her designee will review the relevant facts and circumstances with senior management and/or Human Resources as appropriate. In some circumstances, presentation of the matter to the Audit and Compliance Committee may be necessary. If it is agreed that a limited waiver should be approved, a Limited Grant of Waiver to Conflict of Interest Agreement form will be signed by the Ethics and Compliance Officer or an appropriate Business Segment Vice President. A copy of the signed waiver will be provided to the employee and placed in his/her personnel file. E. CONSEQUENCES OF VIOLATION When violations of this policy occur, Cubic may take one or more of the following actions: 1. Discipline or discharge the employee. 2. Transfer, demote, or reassign one of the Employees (e.g., when a personal relationship has created a conflict). 3. Require the employee to cease or refrain from the activity and take such other necessary actions to ensure the conflicting activity is not initiated, repeated, or continued. 4. Make reasonable arrangements to avoid an actual Conflict of Interest that will permit the employee to initiate or continue the activity. VI. RESPONSIBILITIES The Corporate Ethics & Compliance Officer is responsible for administering and interpreting this corporate policy and when necessary, consulting with the Audit and Compliance Committee of the Board of Directors of Cubic Corporation. Cubic Corporation Officers and the Officers of each covered Business Segment, together with their management personnel are responsible for enforcing this policy and for obtaining interpretations of the policy from the Law Department and/or Audit and Compliance Committee, as appropriate, when actual or potential material conflicts of interest arise. VII. FORMS USED CF 7-37 D CF 7-37/1 CF 7-37/2 CF 7-37/3 Employee Conflict of Interest Agreement Request for Limited Waiver of Conflict of Interest Agreement Enclosure to Request for Limited Waiver of Conflict of Interest Agreement Grant of Limited Waiver of Conflict of Interest Agreement