"The Code of Business reaffirms what each GB
Industrial Battery employee stands for: Doing the right thing.
Every day. No excuses."
Chairman and Chief Executive Officer
Our Key Beliefs - The Way We Will Always Act
Respect for People
GB’s Key Beliefs have been in existence for several years, and GB Industrial
Battery continues to have a strong culture of corporate ethics and
citizenship. Since its original establishment in the 1990s, our
Code of Business Conduct has provided GB Industrial Battery employees
guidance for their business activities, placing a priority on
establishing trust with our stakeholders. However, it is not
enough to declare our good values. GB Industrial Battery is
committed to acting on them--through the potential of our technology
and the way we conduct our business.
As part of its commitment to Uncompromising Integrity and Constant
Respect for People, GB Industrial Battery has established
the Ethics Line for its employees, business partners and
others to report any questions or concerns they may have about compliance
with the GB Industrial Battery Code of Business Conduct, or the laws,
regulations or contract provisions that govern GB’s business.
Beginning this year, the Audit Committee Line has been
established to allow access to the Audit and Legal Committee of the GB
Industrial Battery, Inc. Board of Directors for any interested party
with a concern about GB’s accounting, internal controls or audit
Times will change. Our products will
change. Our people will change. Our customers will change. What will
not change is our commitment to our key beliefs.
Our key beliefs define who we are as individuals and as a company
- to each other, our customers, our shareholders, our suppliers,
our competitors and our communities.
Uncompromising integrity means staying true to what we believe.
We adhere to honesty, fairness and doing the right thing without
compromise, even when circumstances make it difficult.
Constant respect for people means we treat everyone with
dignity, as we would like to be treated ourselves. Constant respect applies
to every individual we interact with around the world.
Each of us is expected to demonstrate these key beliefs in our work
as GB Industrial Battery employees.
Purpose of the Code of Business Conduct
This Code of Business Conduct is a guide to help GB Industrial
Battery employees live up to GB’s high ethical standards -- and their
own. It summarizes many of the laws that GB Industrial Battery and all
GB Industrial Battery employees are required to live by. The Code goes
beyond the legal minimums, however, by describing the ethical values we
share as GB Industrial Battery employees.
This Code is neither a contract nor a comprehensive manual that
covers every situation GB Industrial Battery employees throughout the
world might encounter. It highlights key issues and identifies policies
and resources to help GB Industrial Battery employees reach decisions
that will make GB Industrial Battery proud.
Responsibility and Accountability
As GB Industrial Battery employees, each of us is responsible for
abiding by this Code of Business Conduct and the laws that apply to our
work. If you have any questions or concerns about illegal or unethical
acts, discuss them with your management or contact the Ethics Line
immediately. Failure to abide by this Code and the law will lead to
disciplinary measures appropriate to the violation, up to and including
Each GB Industrial Battery employee is expected to read the entire
Code of Business Conduct. No code can guarantee ethical behavior,
though. Only we can.
Additional Responsibilities of Managers
GB Industrial Battery managers are expected to lead according to our
standards of ethical conduct, in both words and actions. Managers are
responsible for promoting open and honest two-way communications. Managers
must be positive activists and role models who show respect and
consideration for each of our associates. Managers must diligently look
for indications that unethical or illegal conduct has occurred and
report it. If you ever have a concern about unethical or illegal
activities, you are expected to take appropriate and consistent action,
and inform your manager, the Law Department or the Ethics Line.
Table of Contents
Purpose of the Code of Business Conduct
Responsibility and Accountability
Additional Responsibilities of Managers
GB INDUSTRIAL BATTERY
Safety and Health
Product Quality and Safety
Sales and Marketing
Doing Business with Others
Protecting GB Industrial Battery Assets
Inside Information and Securities Trading
Accuracy of Company Records
Recording and Retaining Business Communications
Audits and Investigation
Fair Competition and Antitrust
Personal Community Activities
Communicating with External Audiences
Compliance with the Law
GB Industrial Battery Political Activities
Crossing National Borders
Family Members and Close Personal Relationships
Ethics Line and Audit Committee Line
OUR RESPONSIBILITY TO
GB INDUSTRIAL BATTERY EMPLOYEES
We respect the dignity of each GB Industrial
We will treat each other with respect and fairness at all times,
just as we wish to be treated ourselves. We will value the difference
of diverse individuals from around the world. Employment decisions will
be based on business reasons, such as qualifications, talents and
achievements, and will comply with local and national employment laws.
Abusive, harassing or offensive conduct is unacceptable, whether
verbal, physical or visual. Examples include derogatory comments based
on racial or ethnic characteristics and unwelcome sexual advances. We
are encouraged to speak out if a co-worker's conduct makes us
uncomfortable and to report harassment if it occurs.
SAFETY AND HEALTH
We are all responsible for maintaining a safe workplace by following
safety and health rules and practices. We are responsible for
immediately reporting accidents, injuries and unsafe equipment,
practices or conditions to a supervisor or other designated person. GB
Industrial Battery is committed to keeping its workplaces free from
To protect the safety of all employees, each of us must report to
work free from the influence of any substance that could prevent us
from conducting work activities safely and effectively.
Threats or acts of violence or physical intimidation are prohibited.
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CUSTOMERS AND CONSUMERS
We earn customer loyalty by delivering on our
PRODUCT QUALITY AND SAFETY
Maintaining GB’s valuable reputation requires complying with
our quality processes and safety requirements. We damage our good
name if we ship products or deliver services that fail to live up
to GB Industrial Battery standards.
SALES AND MARKETING
We will build long-term relationships with our customers by
demonstrating honesty and integrity. Our marketing and advertising will
be accurate and truthful. Deliberately misleading messages, omissions
of important facts or false claims about our competitors' offerings are
We will obtain business legally and ethically. Bribes or kickbacks
are unacceptable. Guidance on customer gifts, travel and entertainment
is in the Conflicts of Interest section of this Code.
We must protect customer information that is sensitive, private or
confidential - just as carefully as we protect our own. Only those who
have a need to know should have access to confidential information.
We must take special care to comply with all legal and contractual
obligations in dealing with governments. National and local governments
around the world have specific and varied procurement laws and
regulations that have been established to protect the public interest.
These laws generally prohibit or put strict limits on gifts,
entertainment and travel offered to government officials. They also
often apply to the hiring of current or recently retired officials and
their families and to any conduct that may be viewed as improperly
influencing objective decision-making. Many other laws strictly govern
accounting and billing practices for fulfilling government contracts
These laws apply to GB Industrial Battery and all GB Industrial
Battery employees worldwide. When GB Industrial Battery uses suppliers
or subcontractors to fulfill our commitments; we also may be
responsible for communicating these unique governmental requirements to
those third parties. GB Industrial Battery employees who deal with
government officials and contracts are responsible for knowing and
complying with applicable laws and regulations.
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Building quality relationships with other companies gives
GB Industrial Battery a competitive advantage.
DOING BUSINESS WITH OTHERS
We will not do business with others who are likely to harm GB’s
reputation. For example, we will avoid doing business with others who
intentionally and continually violate the law. These laws include, for
example, local environmental, employment, safety and anti-corruption
statutes. All arrangements with third parties must comply with GB
Industrial Battery policy and the law. We will not use a third party to
perform any act prohibited by law or by the GB Industrial Battery Code
of Business Conduct.
Agents and Consultants
Commission rates or fees paid to dealers, distributors, agents, finders
or consultants must be reasonable in relation to the value of the
product or work that is actually being done, consistent with law,
policy and local practice. We will not pay commissions or fees that we
have reason to believe will become bribes.
Subcontractors play a vital role in fulfilling many of our contracts.
In some cases, the subcontractor is highly visible to our customers.
That is why it is very important to ensure that our subcontractors
preserve and strengthen GB’s reputation by acting consistently with our
Code of Business Conduct.
Joint Ventures and Alliances
GB Industrial Battery strives to ally with companies that share our
commitment to ethics. We will work to make the standards of our joint
ventures compatible with our own.
Purchasing decisions must be made based solely on GB’s best
interests. Suppliers win GB Industrial Battery business based on
product or service suitability, price, delivery and quality. Purchasing
agreements should be documented and clearly identify the services or
products to be provided, the basis for earning payment and the
applicable rate or fee. The amount of payment must be commensurate with
the services or products provided.
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We will treat the investment of our shareholders as
if it were our own.
PROTECTING GB INDUSTRIAL BATTERY ASSETS
We have a responsibility to protect the GB Industrial Battery assets
entrusted to us from loss, damage, misuse or theft. GB Industrial
Battery assets, such as funds, products or computers, may only be used
for business purposes and other purposes approved by management. GB
Industrial Battery assets may never be used for purposes that violate
law or company policy.
We will safeguard all proprietary information by marking information
accordingly, keeping it secure, and limiting access to those who have a
need to know to do their jobs. Proprietary information includes
any information that is not generally known to the public and is
helpful to GB Industrial Battery or would be helpful to competitors. It
also includes proprietary information that suppliers, customers and
others have entrusted to us. The obligation to preserve proprietary
information continues even after employment ends.
INSIDE INFORMATION AND SECURITIES TRADING
GB Industrial Battery employees are not allowed to trade in
securities or any other kind of property based on material information
that comes from their jobs, if that information has not been
reported publicly. It is against the laws of many countries, including
to trade or to "tip" others who might make an investment
decision based on inside job information. For example, using non-public
information to buy or sell GB Industrial Battery stock, options in GB
Industrial Battery stock or the stock of a GB Industrial Battery
supplier or customer is prohibited.
ACCURACY OF COMPANY RECORDS
To make responsible business decisions, we require honest and
accurate recording and reporting of information. This includes such
data as quality, safety and personnel records, as well as all financial
All financial books, records and accounts must accurately reflect
transactions and events and must conform both to required accounting
principles and to GB’s system of internal controls. No false or
artificial entries may be made. When a payment is made, it can be used
only for the purpose spelled out on the supporting document.
RECORDING AND RETAINING BUSINESS COMMUNICATIONS
All business records and communications should be clear, truthful
and accurate. Business records and communications often become public
through litigation, government investigations and the media. We will
avoid exaggeration, colorful language, guesswork, legal conclusions,
and derogatory remarks or characterizations of people and companies.
This applies to communications of all kinds, including e-mail and
informal notes or memos. Records must be retained and destroyed
according to GB’s record-retention policies.
AUDITS AND INVESTIGATIONS
GB Industrial Battery employees are required to fully cooperate with
all audits and investigations as requested by the company. We will also
cooperate with reasonable requests for information from government
agencies and regulators and consult with the Law Department before
responding to any non-routine requests. All information provided must
be truthful and accurate. We will not conceal, alter or destroy
documents or records in response to an investigation or other lawful
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We compete aggressively and with integrity.
We must never use any illegal or unethical methods to gather
competitive information. Stealing proprietary information, possessing
trade secret information that was obtained without the owner's consent
or inducing such disclosures by past or present employees of other
companies is prohibited.
If information is obtained by mistake that may constitute a trade
secret or confidential information of another business, or if we have
questions about the legality of information gathering, we should
consult the Law Department.
FAIR COMPETITION AND ANTITRUST
GB Industrial Battery and all our employees are required to comply
with the antitrust and unfair competition laws of the many countries in
which we do business. These laws are complex and vary considerably from
country to country. They generally concern:
Agreements with competitors that harm customers, including price
fixing, bid rigging and agreements not to compete
for customers or contracts.
Agreements that unreasonably limit the freedom of a customer or
supplier to sell a product, including establishing the resale
price of a product or service or improperly conditioning the sale
of products, technologies or services on an agreement to buy other
GB Industrial Battery products and services.
Attempts to monopolize, for example, by abusing a dominant position
in the market unfairly to prevent others from competing.
GB Industrial Battery employees who question whether an action may
violate competition laws should talk to the Law Department.
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As a global corporate citizen, GB Industrial
Battery creates products and provides services that benefit people
around the world.
We serve society by providing life-enhancing products and services
at a fair price, and by actively supporting the communities in which we
operate. GB Industrial Battery, the GB Industrial Battery Foundation
and GB Industrial Battery employees throughout the world provide
generous financial and voluntary support to thousands of worthwhile
PERSONAL COMMUNITY ACTIVITIES
GB Industrial Battery employees are free to support community,
charity and political organizations and causes of their choice, as long
as they make it clear that their views and actions are not those of GB
Industrial Battery Employees' outside activities must not
interfere with job performance.
No GB Industrial Battery employee may pressure another employee to
express a view that is contrary to a personal belief, or to contribute
to or support political, religious or charitable causes.
We respect the environment by complying with all applicable
environmental laws in all countries in which we conduct operations. GB
Industrial Battery is committed to protecting the environment by
minimizing the environmental impact of our operations and operating our
businesses in ways that foster sustainable use of the world's natural
resources. GB Industrial Battery employees must comply with GB’s
environmental policies and programs. Notify management if hazardous
materials come into contact with the environment or are improperly
handled or discarded.
COMMUNICATING WITH EXTERNAL AUDIENCES
GB Industrial Battery will provide fair, accurate, timely and easy
to understand information to the public. To ensure professional and
consistent handling, requests from the media should be forwarded to the
local communications group or Corporate Communications. Unfortunately,
many well-intentioned interviewees have had their stories
misinterpreted by reporters. Let the experts handle such situations.
Requests from financial analysts and shareholders must be
forwarded to Investor Relations.
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As a responsible citizen, it is our obligation to obey the law.
COMPLIANCE WITH THE LAW
GB Industrial Battery employees around the world must comply with
all applicable laws and regulations wherever we do business. Perceived pressures
from supervisors or demands due to business conditions are no excuse
for violating the law. When we have any questions or concerns about the
legality of an action, we are responsible for checking with management,
the Law Department or the Ethics Line.
GB INDUSTRIAL BATTERY POLITICAL ACTIVITIES
No GB Industrial Battery employee may, except with approval from the
Government Relations Office, make any political contribution for GB
Industrial Battery or use GB’s name, funds, property, equipment or services
for the support of political parties, initiatives, committees or
candidates. This includes any contribution of value. Lobbying
activities or government contacts on behalf of GB Industrial Battery,
other than sales activities, should be coordinated with the Government
GB Industrial Battery complies with the anti-corruption treaties and
laws of the countries in which it does business, including the U.S.
Foreign Corrupt Practices Act (FCPA), which applies to its global
business. GB Industrial Battery employees will not directly or
indirectly offer or make a corrupt payment to government officials,
including employees of state-owned enterprises. These requirements
apply both to GB Industrial Battery employees and agents, such as
third-party sales representatives (TPSRs), no matter where they are
doing business. If you are authorized to engage agents, make sure that
they are reputable and require them to agree in writing to GB’s
standards in this area.
CROSSING NATIONAL BORDERS
When importing or exporting products, services, information or
technology, GB Industrial Battery complies with applicable U.S.
and other national laws, regulations and restrictions. When we travel
internationally on company business, we are subject to laws governing
what we import and export. GB Industrial Battery employees are
responsible for knowing the laws that pertain to them and for checking
with their import/export compliance manager when in doubt.
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business decisions based on the best interests of GB Industrial Battery
Business decisions and actions must be based on the best interests
of GB Industrial Battery and must not be motivated by personal
considerations or relationships. Relationships with prospective or
existing suppliers, contractors, customers, competitors or regulators
must not affect our independent and sound judgment on behalf of GB
Industrial Battery General guidelines to help GB Industrial Battery
employees better understand common situations that may cause a conflict
of interest are listed below. However, GB Industrial Battery employees
are required to disclose any situation that may be, or appear to
be, a conflict of interest, in accordance with policy. When in
doubt, it is best to disclose.
GB Industrial Battery employees may not work for or receive payments
for services from any competitor, customer, distributor or supplier of
GB Industrial Battery without approval in accordance with policy. Any
outside activity must be strictly separated from GB Industrial Battery
employment and should not harm job performance at GB Industrial Battery
Skills learned and used at GB Industrial Battery must not be used in a
way that could hurt the business of GB Industrial Battery
Serving on a board of directors or similar body for an outside
company or government agency requires advance approval in accordance
with policy. Helping the community by serving on boards of non-profit
or community organizations is encouraged and does not require prior approval.
FAMILY MEMBERS AND CLOSE PERSONAL RELATIONSHIPS
We may not use personal influence to get GB Industrial Battery to do
business with a company in which our family members or friends have an
interest. We should disclose any close relationship that might make it
appear we could favor another company to the detriment of GB’s
GB Industrial Battery employees may not allow their investments to
influence, or appear to influence, their independent judgment on behalf
of GB Industrial Battery. This could happen in many ways, but it is
most likely to create the appearance of a conflict of interest if a GB
Industrial Battery employee has an investment in a competitor,
supplier, customer or distributor and his decisions may have a business
impact on this outside party. If there is any doubt about how an
investment might be perceived, it should be disclosed to management.
We are also prohibited from directly or indirectly buying, or
otherwise acquiring rights to any property or materials, when we know
that GB Industrial Battery may be interested in pursuing such an
opportunity and the information is not public.
Gifts are not always physical objects. They also may be services,
favors, loans or other items of value.
Gifts to GB Industrial Battery employees
GB Industrial Battery employees don't accept kickbacks, lavish gifts or
gratuities. We can accept items of nominal value, such as small
promotional items bearing another company's name. We will not accept
anything that might make it appear that our judgment for GB Industrial
Battery would be compromised as a result. We may not accept special or
reduced-rate personal loans as a result of our positions with GB
In rare situations, it would be impractical or harmful to refuse or
return a gift. If this happens, discuss the situation with
Gifts Given by GB Industrial Battery
Some business situations call for giving gifts. GB’s gifts must be
legal, reasonable and approved by management. GB Industrial Battery
employees never pay bribes.
Gift-giving practices vary among cultures. Our local gift policies
and guidelines address this.
We will not provide any gift if it is prohibited by law or the
policy of the recipient's organization. For example, the employees of many
government entities around the world are prohibited from accepting
gifts. If in doubt, check first.
Entertainment includes a representative of both parties at an
Entertainment of GB Industrial Battery employees
We may accept entertainment that is reasonable in the context of the
business and that advances the company's interests. For example,
accompanying a business associate to a local cultural or sporting
event, or to a business meal would be acceptable in most cases.
Entertainment that is lavish or frequent may appear to
influence our independent judgment on behalf of GB Industrial
Battery If an invitation seems inappropriate, we must turn down the
offer or pay the true value of the entertainment ourselves. Accepting
entertainment that may appear inappropriate should be discussed with
management, in advance if possible.
Entertainment by GB Industrial Battery
We may provide entertainment that is reasonable in the context of the
business. If we have a concern about whether providing entertainment is
appropriate, we will discuss it with management in advance.
Entertainment of government officials may be prohibited by law. Get
approval from management in each instance.
Acceptance of Travel Expenses
GB Industrial Battery employees may accept transportation and lodging
provided by a GB Industrial Battery supplier or other third party if
the trip is for business and is approved in advance by the employee's
supervisor. All travel accepted must be accurately recorded in our
travel expense records.
Unless prohibited by law or the policy of the recipient's organization,
GB Industrial Battery may pay the transportation and lodging expenses
incurred by customers, agents or suppliers, if for a legitimate
business purpose and approved by management.
All travel by government officials that is sponsored or paid for by
GB Industrial Battery must be approved in advance by management and the
Office of Ethics and Compliance, in accordance with policy.
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Have questions about the GB Industrial Battery Code of Business
Conduct? The first place to turn is to your supervisor or manager. If
you're uncomfortable discussing the issue with your supervisor, please
talk to another member of management, Human Resources, the Law
Department or the GB Industrial Battery Ethics Line. Our open door
policy means you can approach any level of management with your
concerns. Our Web site includes a number of interpretative policies
that may help clarify your situation.
It would be wonderful if the right thing to do were always perfectly
clear. In the real world of business, however, things are not always
obvious. If you find yourself in a situation where the "right
thing" is unclear or doing the right thing is difficult, remember
our key beliefs.
Does my action reflect GB’s key beliefs
of integrity and respect?
To GB Industrial Battery employees? To customers?
To business partners, competitors and shareholders?
To the government? To the public?
If you wouldn't want your action
to be reported in the media,
it's probably not the right thing to do.