ASIA PACIFIC WIRE & CABLE CORPORATION LIMITED
CODE OF BUSINESS CONDUCT AND ETHICS
Introduction
This Code of Business Conduct and Ethics (the ˇ§Codeˇ¨) is promulgated by the Board of
Directors and applies to all employees, officers and directors of Asia Pacific Wire & Cable
Corporation Limited and its subsidiaries (collectively, ˇ§APWCˇ¨ or the ˇ§Companyˇ¨). It does not
cover every issue that may arise, but it sets out basic principles to guide all employees of the
Company. All of our employees must conduct themselves accordingly and seek to avoid even
the appearance of improper behavior. The Code should also be provided to and followed by
the Company's agents and representatives, including consultants.
If any U.S., Taiwanese or other applicable law conflicts with a policy in this Code, you must
comply with such law; however, if a local custom or policy that is not a law conflicts with this
Code, you must comply with the Code. If you have any questions about these conflicts, you
should ask your supervisor, management, or the Company's Compliance Officer how to
handle the situation.
1.0
Compliance with Laws. It is APWC's policy to comply with all applicable laws and
government rules and regulations of every nation, state or municipality in which
Company conducts business. Where individual employees have been involved in
wrongdoing, prompt and appropriate disciplinary action will be taken.
2.0
Conflicts of Interest and Employment. A conflict of interest may exist whenever the
private interests of an employee, officer or director conflict (or even appear to conflict) in
any way with the interests of the Company. A conflict situation can arise when an
employee, officer or director takes actions or has interests that may make it difficult to
perform his or her work objectively. To avoid conflict situations, it is the policy of the
Company to employ only employees who do not engage in outside jobs or other
business activities involving a firm which is competing with, selling to, or buying from the
Company. APWC's policy is to pay fair and competitive compensation for full time work.
In no event may employees have outside business interests that are in any way
detrimental to the best interests of the Company. Conflicts of interest may not always be
clear-cut, so if you have a question, you should consult with a member of management
or the Compliance Officer. Any employee, officer or director who becomes aware of a
conflict or potential conflict should bring it to the attention of a supervisor, management
or the Compliance Officer.
3.0
Affiliation with Vendor and Customer Company. The Company buys many goods and
services from others. In doing this, it is the policy of the Company to award business on
the basis of merit, without favoritism, and wherever practicable on a competitive basis.
This Code requires that an employee have no relationships or engage in any activities
that might impair the employee's independence of judgment. An interest is substantial if it
represents a substantial proportion of such business enterprise. An employee must not
have any material interest in any business in competition with the Company, or which
deprives the Company of any business opportunities. This Code shall not be construed
to apply to ownership of securities of any corporation whose securities are regularly
traded on a recognized stock exchange, even though the corporation may, in some way,
be competitive with the Company, unless such investments are of such size as to have
influence on the employee's judgment on Company matters, represent two percent (2%)
or more of the outstanding voting securities of that corporation or otherwise amount to
management participation in, or grant substantial control over, the corporation.
4.0
Company Assets and Opportunities. Company assets must be used for legitimate
business purposes. Except as may be approved by the Board of Directors, employees,
officers and directors are prohibited from (a) taking for themselves personally
opportunities that belong to the Company or are discovered through the use of corporate
property, information or position; (b) using corporate property, information or position for
personal gain; and (c) competing with the Company.
5.0
Gifts, Favors, Entertainment and Payments Received by Employees. Purchases of
supplies, materials and services must be accomplished in a manner that preserves the
integrity of a procurement process based on quality, performance and cost. No employee,
officer, or director of the Company, or member of his or her family, shall accept any loans,
gifts of more than token value, unusual hospitality, lavish entertainment or other favors
from third persons, which go beyond common courtesies usually associated with
accepted business practice and thereby create a possible conflict of interest by placing
him or her under an express or implied obligation to a vendor, supplier, banker or other
person soliciting or doing business with the Company.
6.0
Gifts, Favors, Entertainment and Payments by the Company. Sales of APWC's
products and services must be free from any inference or perception that favorable
treatment was sought, received or given due to the furnishing of gifts, favors,
entertainment or other gratuities.
Gifts, favors and entertainment may be given to others at Company expense only if they
meet all of the following criteria:
6.1
they are consistent with accepted business practice;
6.2
they are of sufficiently limited value, and in a form that will not be construed as a
bribe or pay-off;
6.3
they are not in contravention of applicable law and generally accepted ethical
standards; and
6.4
public disclosure of the facts, including the identity of the recipient, will not reflect
negatively on the Company.
7.0
Insider Trading and Confidential Information. All employees, officers and directors
must maintain the confidentiality of confidential information entrusted to them by the
Company. Confidential information about the Company and its operations is the property
of APWC and may be used or disclosed only when authorized by the Company. It is the
responsibility of each supervisor to control the disclosure and use of confidential
information by employees under his or her direction. Employees whose responsibilities
require ongoing access to confidential information shall execute a secrecy agreement.
Employees shall not, without proper authority, give or release to anyone not employed by
the Company, or to another employee who has no need for the information, data or
information of a confidential nature concerning the Company, its financial condition or its
operations.
Employees, officers and directors shall not make use of material, non-public information
regarding APWC for their personal benefit through buying or selling APWC stock or the
stock of any other company of which he or she possesses material, non-public
information, unless authorized to make such transactions, nor shall they disclose any
material, non-public information to any other person who could use such information for
his or her personal benefit or when buying or selling APWC stock or the stock of any
other company. Material information includes important confidential information about a
company with which APWC does business. As needed, advice on such matters should
be sought from the Company's General Counsel or Compliance Officer.
The Company communicates with the press and with the financial community through
official channels only. The Company always seeks to provide accurate and timely
information about its business to investors, the media and the general public. All inquiries
received from financial analysts or the media concerning the Company should be
directed to the Investor Relations Department. All legal inquiries concerning the
Company should be referred to the Compliance Officer. All inquiries regarding current or
former employees of the Company should be referred to the Human Resources
Department.
Confidential personal information received from employees, customers, suppliers or
other third parties, including but not limited to names, addresses, background information, credit card of bank information, telephone or facsimile numbers, e-mail address and
health information is also protected by the Company. Additionally, such confidential
personal information may be subject to protection under the laws of various countries. No
personal information may be transmitted to third parties without prior management
approval. No confidential personal information may be disposed of except pursuant to
the Company's approved methods of disposal.
8.0
Payments to Government Personnel. The U.S. Foreign Corrupt Practices Act (and
similar laws in other countries) prohibits giving anything of value, directly or indirectly, to
officials of non-U.S. governments or political candidates in order to obtain or retain
business. It is strictly prohibited to bribe or to make illegal payments to government
officials of any country.
In addition, the U.S. government has a number of laws and regulations regarding
business gratuities which may be accepted by U.S. government personnel. The promise,
offer or delivery to an official or employee of the U.S. government of a gift, favor or other
gratuity in violation of these rules would not only violate Company policy but could also
be a criminal offense. The governments of many other countries may have similar rules.
The Company's Compliance Officer can provide guidance to you in this area.
9.0
Political Contributions and Donations. U.S. federal and state laws limit the use of the
Company's resources for contributions to political campaigns, candidates or office
holders. A contribution is any direct or indirect payment, distribution, loan, advance,
deposit or gift of money, services or anything of value in connection with an election or to
an organization or group formed to support or defend a candidate or policy issue. Any
activity in violation of such laws is strictly prohibited. Any involvement in political activities
undertaken by the Company's employees, officers and directors involving the Company's
assets shall be reviewed by, and require the approval of, the Compliance Officer. Nothing
in this Code is intended to discourage you from making contributions of your own time or
funds to political parties or issues of your choice. However, you will not be compensated
or reimbursed by the Company for any personal contributions. Any employee, officer or
director who wishes to receive guidance on issues arising from his or her personal
involvement in political activities or the Company's involvement in lawful political
activities may consult with the Compliance Officer.
Employees, officers and directors must obtain approval to hire outside counsel or a
public relations firm to contact government officials regarding legislation, regulatory
policy or rule making. This includes lobbying of any sort.
10.0
Protection and Proper Use of Company Assets. All employees, officers and directors
should protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. All Company assets
should be used for legitimate business purposes.
11.0
Money Laundering Transactions. Money is ˇ§launderedˇ¨ when it is taken from an illegal
activity and run through a legal activity to conceal criminal activity associated with it,
including the crimes that generate it, such as terrorism, drug trafficking or illegal tax
evasion. The Company is committed to complying fully with all applicable anti-money
laundering laws of the United States and throughout the world and will not tolerate any
money laundering activities by its employees or agents.
12.0
Environmental Responsibility. The Company is committed to conducting its business
in an environmentally responsible manner. Accordingly, all employees of the Company
are required to comply with all applicable environmental laws and regulations and to
conduct business in a manner that protects the environment, conserves resources and
ensures sustainable development.
13.0
Antitrust/Competition Laws. APWC's policy is to compete vigorously, fairly and in
compliance with laws that prohibit unreasonable restraints of trade or monopolies (these
are known as "antitrust" laws). When in doubt as to whether an action would violate an
antitrust law, an employee should consult with the Company's Compliance Officer.
To reduce the risk of violating antitrust laws dealing with agreements between
competitors, employees should not talk to competitors about APWC's business or the
competitor's business with respect to:
13.1
past, present, or future prices;
13.2
pricing policies or strategies;
13.3
requests for quotations or bids;
13.4
market share in any industry or geographic sector;
13.5
acting in concert with regard to customer allocation;
13.6
discounts and promotions; and
13.7
whether or how to deal with a customer, or a group of customers.
14.0
Respecting the Intellectual Property Rights of Others. APWC's policy is to respect
the patents, copyrights, licenses and trade secrets of others, including competitors and
suppliers. Employees should not make unauthorized copies of copyrighted materials.
Special care should be taken in acquiring software from others. As intellectual property,
software is protected by copyright, and may also be protected by patent, trade secret or
as confidential information. Before installing any software on or copying any software
from the Company's computer systems, you should check with the person at your APWC
location who oversees information technology.
15.0
Discrimination and Harassment. The diversity of the Company's employees is a
tremendous asset. The Company is firmly committed to providing equal opportunity in all
aspects of employment and will not tolerate any illegal discrimination. The Company will
not tolerate any type of harassment of any employee by a manager, officer, director or
fellow employee in the Company's offices or while engaged in Company activities
outside of the office. Examples include abusive or derogatory comments based on racial,
ethnic or religious characteristics and sexual advances, comments or jokes. In addition,
the Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all employees by following health and safety rules and practices and
reporting accidents, injuries and unsafe equipment, practices or conditions.
16.0
Alcohol and Illegal Drugs. Alcohol and illegal drugs have no place in the workplace and
are inconsistent with a safe and productive work environment. With the exception of
moderate and prudent alcohol consumption during legitimate business entertainment,
APWC employees are prohibited from consuming alcohol or using, possessing or
distributing illegal drugs while working, operating APWC property (including company
vehicles) or engaging in APWC business.
17.0
Record-Keeping. The Company requires honest and accurate recording and reporting
of information in order to make responsible business decisions.
All of the Company's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's transactions
and must conform both to applicable legal requirements and to the Company's system of
internal controls. Unrecorded or ˇ§off the booksˇ¨ funds or assets should not be maintained
unless permitted by applicable law or regulation.
Business records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork or inappropriate characterizations of
people and companies that can be misunderstood. This applies equally to e-mail, internal
memos and formal reports. You must not create false or misleading documents or
accounting, financial or electronic records for any purpose relating to the Company, and
no one may direct an employee to do so. No undisclosed or unrecorded account or fund
may be established for any purpose. No disbursement of corporate funds or other
corporate property may be made without adequate supporting documentation.
Destruction of any records, books of account or other documents except in accordance
with the Company's document retention policy is strictly prohibited. In accordance with
those policies, in the event of litigation or governmental investigation please consult the
Company's Compliance Officer.
18.0
Effect of Directorships on Transactions. The directors of APWC are persons of
diversified business interests, and are connected with other corporations and firms with
which, from time to time, the Company has business dealings. No contract or other
transaction between APWC and any other corporation or firm shall be affected by the fact
that any director of the Company is interested in, or is a director or officer of such other
corporation or firm. No director of APWC shall vote on any transaction in which he, or a
company, firm or family member with which he has a connection, has any interest, unless
that interest has been fully disclosed to the Board of Directors.
No employee of APWC shall serve as the director of any other firm which is organized for
profit without the written approval of APWC's Chief Executive Officer.
19.0
Disclosures. It is the responsibility of the concerned director, officer employee to report,
without undue delay, to the Compliance Officer, all participation in any outside business
relationship or other activity which might involve an actual, potential or perceived conflict
of interest, and all professional or consultant ventures for compensation, including
directorships, so that action may be taken to determine whether a problem exists and, if
so, to eliminate it. Any division general manager shall confer with the Compliance Officer,
as necessary, concerning interpretation and application of this Code to particular
situations. This requirement in no way limits or restricts the prerogative of the CEO of
APWC to request any employee to submit a statement of disclosure at any time or as
frequently as the CEO may deem necessary. In the event that changing circumstances
alter the statements or representations made in the original statement of disclosure, it is
the responsibility of the employee to submit such additional statements as will keep and
maintain all information current.
Questions regarding the policies in this Code may be directed to the Compliance Officer.
Managers and supervisors are also resources who can provide timely advice and
guidance to employees on ethics and compliance concerns. Any employee having
knowledge of, or questions or concerns about, an actual or possible violation of the
provisions of this Code is encouraged to promptly report the matter to his or her
supervisor or to the Compliance Officer. In addition, employees may report violations
confidentially or anonymously by following the procedures outlined in the Company's
Complaint and Employee Protection Policy.
20.0
Compliance and Discipline. Violations of this Code will result in disciplinary action that
may include termination, referral for criminal prosecution, and payment to APWC for any
losses or damages resulting from the violation. As with all matters involving
investigations of violations and discipline, principles of fairness and dignity will be applied.
Any employee charged with a violation of this Code will be afforded an opportunity to explain his or her actions before disciplinary action is taken.
Disciplinary action will be taken:
20.1
against employees who authorize or participate directly in actions which are a
violation of this Code;
20.2
against any employee who may have deliberately failed to report a violation or
deliberately withheld relevant and material information concerning a violation of
this Code;
20.3
against the violator's managerial superiors, to the extent that the circumstances
of the violation reflect negligent supervision or a lack of diligence; or
20.4
against any supervisor who retaliates, directly or indirectly, or encourages others
to do so, against an employee who reports a suspected violation of this Code.
Only the Board of Directors of APWC may make any waiver of this Code for APWC's
executive officers or directors.
