"The Code of
Business reaffirms what each GB Industrial Battery employee stands for:
Doing the right thing. Every day. No excuses."
Tony Peluso
Chairman and Chief Executive Officer
Our Key Beliefs - The
Way We Will Always Act
·
Uncompromising
Integrity
·
Constant
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
matters.
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.
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
dismissal.
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
|
INTRODUCTION
Key Beliefs
Purpose of the Code of Business Conduct
Responsibility and Accountability
Additional Responsibilities of Managers
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GB
INDUSTRIAL BATTERY EMPLOYEES
Constant Respect
Harassment
Safety and Health
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CUSTOMERS AND CONSUMERS
Product Quality and Safety
Sales and Marketing
Customer Information
Government Customers
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BUSINESS
PARTNERS
Doing Business with Others
Purchasing Practices
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SHAREHOLDERS
Protecting GB Industrial Battery Assets
Proprietary Information
Inside Information and Securities Trading
Accuracy of Company Records
Recording and Retaining Business Communications
Audits and Investigation
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COMPETITORS
Competitive Information
Fair Competition and Antitrust
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COMMUNITIES
Community Service
Personal Community Activities
Environment
Communicating with External Audiences
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GOVERNMENTS
Compliance with the Law
GB Industrial Battery Political Activities
Anti-Corruption Laws
Crossing National Borders
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CONFLICTS OF INTEREST
General Guidance
Outside Employment
Board Memberships
Family Members and Close Personal Relationships
Investments
Gifts
Entertainment
Travel
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HOW TO GET HELP
Key Beliefs
Ethics Line and Audit Committee Line
Reporting Concerns
|
OUR
RESPONSIBILITY TO
GB
INDUSTRIAL BATTERY EMPLOYEES
We
respect the dignity of each GB Industrial Battery employee.
CONSTANT RESPECT
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.
HARASSMENT
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 hazards.
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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OUR RESPONSIBILITY TO
CUSTOMERS AND CONSUMERS
We
earn customer loyalty by delivering on our promises.
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
unacceptable.
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.
CUSTOMER INFORMATION
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.
GOVERNMENT CUSTOMERS
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
and subcontracts.
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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OUR RESPONSIBILITY TO
BUSINESS PARTNERS
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
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 PRACTICES
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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OUR RESPONSIBILITY TO
SHAREHOLDERS
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.
PROPRIETARY INFORMATION
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
the U.S.,
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
records.
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
request.
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OUR RESPONSIBILITY TO
COMPETITORS
We
compete aggressively and with integrity.
COMPETITIVE INFORMATION
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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OUR RESPONSIBILITY TO
COMMUNITIES
As a
global corporate citizen, GB Industrial Battery creates products and
provides services that benefit people around the world.
COMMUNITY SERVICE
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
community programs.
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.
ENVIRONMENT
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 | 
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