Ethics and Compliance code

 KUMARCA ENGINEERING AND MANAGEMENT

AND

LATEC INTERNATIONAL

ETHICS AND COMPLIANCE CODE

 

1. INTRODUCTION

Kumarca Engineering and Management and Latec International are committed to conducting its business lawfully and ethically.  As the Company’s reputation is the sum of the reputations of its employees, management, directors and shareholders, it is critically important that they meet the highest standards of legal and ethical conduct.  To protect the Company’s reputation and to assure uniformity in standards of conduct, this Ethic and Compliance code has been established for easy reference and understanding. We expect all employees to observe the highest standards of ethics and integrity in their conduct.  This means following a basic code of ethical behaviour.

This Ethics and Compliance code establishes the general guidelines with which all the company employees and directors must comply to ensure that their conduct conforms to the highest ethical standards and is in accordance with all applicable laws, rules and regulations. When considering any action, it is wise to ask: will this build trust and credibility for our company? Will it help create a working environment in which our company can succeed over the long term? Is the commitment I am making one I can follow through with? The only way we will maximize trust and credibility of our company is by answering “yes” to those questions and by working every day to build our trust and credibility. These general guidelines are not meant to cover all situations.

Any doubts whatsoever as to the propriety of a particular situation, whether or not the situation is described within this Ethics and Compliance code, should be submitted either to an immediate supervisor or to the Corporate Compliance Officer. The intent of the Ethics and Compliance code is to safeguard the Company’s tradition of strong moral, ethical and legal standards of conduct.

We all deserve to work in an environment where we are treated with dignity and respect. Our Company is committed to creating such an environment because it brings out the full potential in each of us, which, in turn, contributes directly to our business success.

 

Every employee and director of our company is required to understand and comply fully with both the rules and approval procedures established by this Ethics and Compliance code.  The standards of conduct are applicable to all company representatives, whether or not the person is directly engaged in performing activities relevant to any contract private or government.  Decisions regarding requests for interpretation of or exception to this Ethics and Compliance code may be made only by the Compliance Officer.  Any employee violating the provisions of this Ethics and Compliance code will be subject to disciplinary action, up to and including discharge from employment.

 

2. COMPLIANCE WITH ALL LAWS AND REGULATIONS

 
All of the Company’s employees and directors must scrupulously comply with all government/company rules and regulations. Any actual or perceived violation of this Ethics and Compliance code or Company policy must immediately be reported to the Company’s Compliance Officer.

Our commitment to integrity begins with complying with laws, rules and regulations where we do business. Further, each of us must have an understanding of the company policies, laws, rules and regulations that apply to our specific roles. If we are unsure of whether a contemplated action is permitted by law or company policy, we should seek the advice from the resource expert. We are responsible for preventing violations of law and for speaking up if we see possible violations. 

 

 

3. DEALING HONESLTY WITH CUSTOMERS, OTHER SUPPLIERS AND CONSULTANTS

 
            A.        Quality of Service

The Company is committed to providing products and services that meet all contractual obligations and highest quality standards.

 

            B.        Contract Negotiation
 

The Company has an affirmative duty to disclose current, accurate and complete cost and pricing data where such data are required under appropriate government law or regulation.  Individuals involved in the pricing of contract proposals or the negotiation of a contract must ensure the accuracy, completeness and currency of all information and representations made to customers, both government and commercial. A representation, quotation, statement or certification that is false, incomplete or misleading that is submitted to customers/partners, can result in civil and/or criminal liability for the company, the involved employee and any supervisors who condone such a practice.

 

            C.        Antitrust Issues
 

Antitrust laws apply to all commercial and domestic transactions by the company. The laws are designed to ensure that competition exists and to preserve the free enterprise system.  As this is a highly complex area, and this policy cannot cover all situations in which antitrust laws may apply, individuals promptly refer any questions to the Compliance Officer, who will consult legal counsel as required.  Antitrust issues that may be encountered are in the areas of pricing, boycotts and trade association activity.

 

Examples of actions that violate the antitrust laws and that must not be engaged in under any circumstances include entering into or negotiating an agreement with one or more competitors to:  (a) fix prices at any level or to fix other terms of service; (b) allocate customers or markets; or (c) boycott a supplier or customer.  In addition, individuals must refrain from engaging in unfair practices that might restrict competition.  For example, do not discuss pricing schemes or market divisions with competitors to avoid implicating these prohibitions. 

 

 

          D.         Accepting Business Courtesies
 

Government laws prohibit the Company, its employees and directors from offering or accepting any form of remuneration, including a kickback, bribe or rebate, to an entity or person to induce that customer or potential customer.

Most business courtesies offered to us in the course of our employment are offered because of our position in a company. We should not feel any entitlement to accept and keep a business courtesy. Although we may not use our position to obtain business courtesies, and we must never ask for them or if offered we must never accept them. Employees who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business or who participate in negotiation of contracts must be particularly careful to avoid actions that create the appearance of favouritism or that may adversely affect the company’s reputation for impartiality and fair dealing.

 

           E.          Offering Business Courtesies
 

Any employee who offers a business courtesy must assure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon our company. An employee may never use personal funds or resources to do something that cannot be done with company resources. Accounting for business courtesies must be done in accordance with approved company procedures. 

• We may provide non-monetary gifts (i.e., company logo apparel or similar promotional items) to our customers. Further, management may approve other courtesies, including meals, refreshments or entertainment of reasonable value, provided that:

 

• The practice does not violate any law or regulation or the standards of conduct of the recipient’s organization. 
• 
  The business courtesy is consistent with industry practice, is infrequent in nature and is not lavish.
•  
  The business courtesy is properly reflected on the books and records of the company.

 
4. PROPRIETARY INFORMATION

It is important that we respect the property rights of others. We will not acquire or seek to acquire improper means of a competitor’s trade secrets or other proprietary or confidential information. We will not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property.

 

5. SELECTIVE DISCLOSURE

We will not selectively disclose (whether in one-on-one or small discussions, meetings, presentations, proposals or otherwise) any material non-public information with respect to our company, its business operations, plans, financial condition, results of operations or any development plan. We should be particularly vigilant when making presentations or proposals to customers to ensure that our presentations do not contain material non-public information.

From time to time some company telephone conversations may be recorded for accuracy of information purpuses only.

 

 

6. USE OF COMPANY REASURCES

 
Company resources, including time, material, equipment and information, are provided for company business use. Nonetheless, occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace.  Employees and those who represent the company are trusted to behave responsibly and use good judgment to conserve company resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use.

Generally, we will not use company equipment such as computers, copiers and fax machines in the conduct of an outside business or in support of any religious, political or other outside daily activity.

In order to protect the interests of the company and our fellow employees, we reserve the right to monitor or review all data and information contained on an employee’s company-issued computer or electronic device and the use of the Internet. We will not tolerate the use of company resources to create, access, store, print, solicit or send any materials that are harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate or not in line with company Ethics and Compliance code.

 

7. COMPLIANCE
 

Compliance with these above principles is an essential element in our business success.  Our Compliance officer is responsible for ensuring these principles are communicated to and understood and observed by all employees.  Day to day responsibility is delegated to all management members who are responsible for implementing these principles, if necessary through more detailed guidance.  Assurance of compliance is monitored and reported each year.  Compliance with the code is subject to review by the board and subject to audit review.  Employees are expected to bring to management’s attention any breach or suspected breach of these principles.  Provision has been made for employees to be able to report in confidence.

Management has the added responsibility for demonstrating, through their actions, the importance of above Ethics and Compliance code. In any business, ethical behaviour does not simply happen; it is the product of clear and direct communication of behavioural expectations, modelled from the top and demonstrated by example. Again, ultimately, our actions are what matters.

To make our Ethics and Compliance code work, managers must be responsible for promptly addressing ethical questions or concerns raised by employees and for taking the appropriate steps to deal with such issues.

Managers should not consider employees’ ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication. We want the ethics dialogue to become a natural part of daily work.

From time to time, employees will likely have questions as to how this Ethics and Compliance code conduct applies in particular situations.  We expect all employees with such questions to discuss the exact circumstances with our Compliance officer.  Should the Compliance officer be uncertain on what actions should be taken to ensure compliance with this Ethics and Compliance code, he/she will obtain further guidance by consulting the company board of directors and advisors.

In our company, everyone should feel comfortable to speak his or her mind, particularly with respect to ethics concerns. Managers have a responsibility to create an open and supportive environment where employees feel comfortable raising such questions. We all benefit tremendously when employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times. 

Our company will investigate all reported instances of questionable or unethical behaviour. In every instance where improper behaviour is found to have occurred, the company will take appropriate action. We will not tolerate retaliation against employees who raise ethics concerns in good faith.

Ethic and Compliance code is not an abstract concept, but a code of behaviour that applies to everyone. It is valid for employees at all levels, in all parts of our company.

Respecting these rules at all times is therefore essential to maintain our pride in working for Kuamarca Engineering and Management and Latec International and it is the only way we will gain society’s acceptance of our business activities and achieve a sustained increase in corporate value.

Let us all work together to uphold our companies’ good reputation.

Worldwide integrity is the basis for our sustained success and the basis for our good future.