This Employee Code of Conduct (the “Code”) explains the standards of business conduct for all employees, officers, consultants, agents and representatives (collectively, “you”) of BearCom and its subsidiaries and affiliated companies (collectively, “BearCom” or the “Company”). The Code outlines basic principles intended to guide you in activities related to your work for BearCom, and to identify situations that may require extra caution, concern or guidance.
If any law conflicts with the Code, you must comply with the law and this Code will be deemed modified to comply with any contrary mandates. In addition, while BearCom understands that there may be local customs or practices that conflict with this Code, you still must comply with the Code.
The Code establishes BearCom’s minimum expectations for each director, officer, employee, consultant, agent and representative. This Code and BearCom’s policies and procedures cannot answer every question regarding conduct that arises in the course of BearCom’s business. However, the basic principles described in this Code should give you sufficient information to help answer most of the questions you may have. If any other relevant BearCom policy, rule, or procedure requires more of you than is required by this Code, then you must follow the stricter policy, rule, or procedure.
You will be required periodically to attest that you have read and will comply with the provisions of this Code.
Adherence to this Code and BearCom’s other policies and procedures is a condition of employment for BearCom employees, and the failure to comply with this Code can lead to disciplinary action, up to and including termination. If a violation of this Code is confirmed, BearCom will take appropriate disciplinary action based on applicable law. Disciplinary actions may range from a verbal warning to dismissal or referral for criminal prosecution, depending upon the situation. BearCom reserves the right to amend or rescind this Code or any portion of it at any time, subject to the law, and to adopt different policies and procedures, in its discretion.
From time to time, you may have questions regarding the policies or procedures in this Code or the proper course of action to take in a given situation. Or, you may believe that a violation of this Code has occurred. If so, you should follow the procedures outlined in the Code to obtain the answers you need and to ensure compliance.
The Code applies to all BearCom employees, officers, agents, representatives and consultants.
1.0 Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which BearCom’s ethical standards are built. You must respect and obey the laws of each jurisdiction in which you operate or are employed, including local, state, provincial and national laws. This Code obviously cannot explain every law that might be applicable. But it is important for you to be sufficiently familiar with the laws in your area of responsibility and in your jurisdiction to determine when to seek advice from your managers, the Legal Department, Human Resources, or other appropriate personnel. It is your job to be aware of applicable requirements and to seek assistance with compliance when needed.
2.0 Trade Secret and Confidential Information
BearCom’s trade secret and confidential information is an important asset in the operation of its business and the unauthorized use or disclosure of this information is prohibited, except when disclosure is legally mandated and proper process is followed.
Confidential information, whether considered proprietary or a bona fide trade secret, generally includes (i) any non-public information used by BearCom which gives BearCom an opportunity to obtain an advantage over competitors who do not know or use such information, (ii) information that would be harmful to BearCom, its customers, representatives or other business partners, if disclosed, and (iii) information that suppliers, customers, representatives and other parties have entrusted to BearCom under an obligation of confidentiality. Confidential information includes but is not limited to formulas; processes; business, marketing, and operational plans and policies; information regarding prospective acquisitions and divestitures; financial data and reports; information regarding customers; database information and records; and other technical, financial or strategic information that is not public information. Any documents, papers or other records that contain confidential information are the property of BearCom.
BearCom respects the rights of other companies to protect their trade secret and confidential information and requires you to fully comply with applicable laws and regulations protecting such rights. Unauthorized use, disclosure or distribution of BearCom’s or its customer’s trade secrets or confidential information is a violation of this Code. It could also be illegal and result in civil or even criminal penalties.
You must exercise reasonable prudence and care in dealing with trade secrets and other confidential information in order to prevent inappropriate or inadvertent disclosure, and such confidential information should not be used in any way other than as authorized in performing your duties on behalf of BearCom. The obligation to preserve such confidential information applies both at work and away from the office and continues even after your employment or affiliation with BearCom ends.
3.0 Conflicts of Interest
A “conflict of interest” exists when the personal interest of a person, or a member of his or her family, interferes, or may be perceived to interfere, with the interests of BearCom. A conflict situation can arise, for example, when an employee takes actions or has interests that may make it difficult to perform his or her work for BearCom objectively and effectively. Conflicts of interest may also arise when an employee or a member of his or her family receives improper personal benefits as a result of his or her position with BearCom. You must avoid any action that may involve, or may appear to involve, a conflict of interest with BearCom.
While it is not possible to describe all circumstances where a conflict of interest may exist, the following four common conflicts of interest are discussed below:
Outside Employment. You may not work for any competitor, customer, distributor or supplier of BearCom without written approval from the Chief Administrative Officer. In addition, any such outside employment must not interfere with your responsibilities to BearCom, which are first and foremost.
Family Members and Friends. You may not use your influence to get BearCom to do business with family members or friends and should not be involved in any business discussions between BearCom and those individuals. You should not have a personal or family financial interest (including a family member serving as an officer, partner or employee) or other business interest in any enterprise that has business relations with or competes with BearCom (other than investments in publicly-traded entities) or facilitates loans by BearCom to, or guarantees obligations of, employees or their family members.
Investments. You may not allow your personal investments to influence, or appear to influence, your independent judgment on behalf of BearCom. For example, it is improper for an employee who has an investment in a supplier to make business decisions on behalf of BearCom about doing business with that supplier. This policy does not prohibit you from investing in public companies.
Personal Benefits. You may not seek or accept payments, loans, gifts or other inducements from third parties in connection with your employment. While exceptions may be permissible in certain, limited circumstances, any such exception must be disclosed to and approved by the Chief Administrative Officer or the General Counsel. You may not accept any gift, unless nominal (less than $30) in value, from a vendor, supplier, customer, contractor, or competitor of BearCom.
You must avoid potential conflicts of interest unless specific, written pre-approval has been obtained from the Legal Department. In the absence of pre-approval, you must abandon or forfeit the activity or interest that creates the conflict or seek guidance as described in this Code. Any questions regarding an actual or potential conflict of interest should be directed to the General Counsel.
Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with the Legal Department. If you become aware of a situation that presents the possibility of a conflict or potential conflict, you should bring it to the attention of your direct manager, Human Resources or the General Counsel.
4.0 Corporate Opportunities
Any business opportunity that is (i) a potential transaction or matter in which BearCom may have an interest or expectancy or (ii) discovered through or arises from the use of BearCom property, trade secrets or confidential information, or as a result of your position or affiliation with BearCom belongs to BearCom. If you become aware of such an opportunity, you must bring it to the attention of your manager, where applicable, or other appropriate person. You may not take personal advantage of such an opportunity without first receiving specific written approval from the General Counsel. In the absence of pre-approval, you must abandon or forfeit such opportunity, or seek a waiver.
5.0 Use of BearCom’s Assets
BearCom’s assets are to be used only for the legitimate business purposes of BearCom and only by authorized persons or their designees. This includes both tangible and intangible assets. Other than as expressly authorized by an officer of BearCom, the use of BearCom time, materials, assets or facilities for purposes not directly related to BearCom’s business, or the removal or borrowing of BearCom property, is prohibited. You must use and maintain BearCom’s assets with care and respect and guard against waste and abuse.
For more information, please see BearCom’s IT Equipment Policy and your Employee Handbook.
6.0 Intellectual Property
You must respect BearCom’s copyright, trademarks, and other intellectual property rights and only use these properties for business purposes and with appropriate authorization. You are prohibited from violating the copyright, trademark, or intellectual property right of any third party, including BearCom’s customers, clients, or competitors.
You may be asked to assign to BearCom any invention, work of authorship, composition or other form of intellectual property relating to BearCom’s business created during the period of your employment or affiliation with BearCom. Indeed, the laws in many jurisdictions provide for BearCom’s ownership of intellectual property created during the course of your employment or affiliation with BearCom. BearCom supports and enforces such protections, and you are obliged to adhere to them.
7.0 Fair Dealing with Customers, Suppliers and Competitors
BearCom’s business goal is to outperform its competition, fairly and honestly, but never through unethical or illegal business practices. BearCom is committed to treating customers, business allies, competitors and suppliers fairly and will not engage in anticompetitive practices that unlawfully restrict the free market economy. Anticompetitive practices include taking unfair advantage of anyone through concealment, abuse of privileged information, unauthorized use or disclosure of confidential information, misrepresentation of material facts, or any other unfair- dealing practice. BearCom prohibits misappropriating trade secrets or confidential information of other companies.
Compliance with Competition and Antitrust Laws
Strict compliance with applicable antitrust and competition laws is essential. Antitrust and competition laws exist to make sure competition is fair. Although they are complex and cover a broad range of conduct, their main purpose is to preserve competition by prohibiting agreements or actions that could unreasonably restrain the functioning of a free and competitive marketplace. This means that any agreement or action that could limit competition may be a violation of these laws.
Given the above, formal or informal (oral or written) agreements with competitors that seek to limit or restrict competition in some way are prohibited. Unlawful agreements may include those which seek to fix or control prices; allocate products, customers, markets or territories; dictate resale prices or production levels or quality; or boycott certain customers or suppliers. To ensure compliance with competition and antitrust laws, discussions with competitors regarding any of these potential agreements is prohibited.
In addition, certain understandings between BearCom and a customer may also be considered anti-competitive and illegal. These include agreements that fix resale prices or that result in discriminatory pricing between customers for the same product. These types of restrictive understandings must not be discussed or agreed to with a customer.
In order to avoid the appearance of impropriety, you should not communicate with competitors about BearCom’s business; even completely innocent communications might give rise to accusations of illegal conduct. Because of the complexity of antitrust/competition laws, any agreement with a competitor or with other parties that may have a negative effect on competition must be reviewed and approved by the Legal Department.
If you have any questions about what may constitute a violation of competition or antitrust laws in your jurisdiction, please contact the Legal Department immediately.
Anti-Slavery and Human Trafficking
BearCom strictly prohibits the use of modern slavery and human trafficking in our operations and supply chain. We do not use slave or trafficked labor in our organization and remain committed to implementing systems and controls aimed at ensuring that modern slavery and human trafficking is not taking place in our supply chain.
For more information, please refer to BearCom’s Supplier Code of Conduct.
Bribery and Corruption
BearCom is committed to observing and complying with all laws in each jurisdiction in which it operates that are related to bribery and corruption. No illegal payment in any form will be made directly or indirectly to anyone for the purpose of obtaining or retaining business or to obtain any other favorable action. It is imperative that each and every person who does business with BearCom understands that BearCom will not, under any circumstances, give or accept bribes or kickbacks. Your compliance with this provision and the related laws is essential to your employment and affiliation with BearCom.
Gifts & Entertainment
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. All such gifts should be of a nominal value. No gift should ever be offered, given, provided or accepted by you or your family member(s) if it: (i) is a gift of cash or securities, (ii) could be construed as a bribe or payoff or (iii) violates any laws or regulations. Please discuss with your manager the propriety of any gifts or proposed gifts of which you are not certain.
Entertainment of non-government employees occurring in connection with business discussions or the development of business relationships is generally deemed appropriate in the conduct of official business. This may include business-related meals and trips, refreshments before or after a business meeting, and occasional athletic, theatrical or cultural events. Lavish entertainment or entertainment in any form that would likely result in a feeling or expectation of personal obligation may not be extended or accepted. This applies equally to giving or receiving entertainment.
For more information on the guidelines for acceptable gifts, charitable donations, and entertainment expenses, please see the Travel & Entertainment Policy and the Anti- Corruption Policy.
Telling the truth is one of the key values at BearCom. BearCom is committed to accurately representing itself and its products in its marketing, advertising, and sales efforts, as well as in casual conversations, presentations or other business dealings. This also applies to statements that you make about any of BearCom’s stakeholders or competitors because BearCom is expected to be fair and treat each other with respect. Making false or misleading remarks about individuals, competitors or other organizations and their products, services or employees is inconsistent with BearCom’s values. There may be times when BearCom will need to make comparisons between its products or services and those of a competitor. But, these comparisons should be accurate and factual, based on knowledge or research that can be verified or reasonably relied upon.
BearCom is committed to protecting the environment by complying with all applicable environmental laws and regulations and minimizing the environmental impact of its operations. In addition to complying with all applicable environmental laws and regulations, you are required to immediately (or as soon thereafter as practicable) notify your manager if hazardous materials come into contact with the environment or are improperly handled or discarded.
8.0 Accurate Books and Records
BearCom books, invoices, records, accounts, funds and assets must be maintained to reflect fairly and accurately the underlying transactions and disposition of BearCom business in reasonable detail. You must maintain accurate and fair records of transactions, time reports, expense accounts, and other BearCom records. No entries will be made that intentionally conceal or disguise the true nature of any transaction.
In preparing BearCom’s records, the following guidelines must be followed:
No unrecorded or “off the books” funds or assets should be established for any purpose;
No false, misleading or fictitious invoices should be paid or created;
No false or artificial entries should be made or misleading reports issued;
Assets and liabilities of BearCom must be recognized and stated in accordance
with BearCom’s standard practices and generally accepted accounting principles;
No material failure to make entries should be permitted; and
The documentation evidencing each transaction and each payment on behalf of
BearCom must fairly represent the nature of such transaction or the purpose of such payment.
If you have any questions regarding how to record a transaction, contact the Controller for guidance. If you believe that BearCom’s books and records are not being maintained in accordance with these requirements, you should immediately report the matter directly to the Chief Financial Officer, the General Counsel, or the Chief Executive Officer.
9.0 Discrimination, Harassment & Retaliation
BearCom is devoted to providing each individual an equal opportunity for employment, pay, and advancement based on the individual’s skills or merit. BearCom strictly abides by laws that prohibit discrimination in any employment decision based on such characteristics as an individual’s race or color, religion or creed, sex, disability, age, or any other protected category in your jurisdiction. Indeed, BearCom will not tolerate illegal discrimination of any kind.
BearCom is committed to fostering a work environment in which all individuals treat each other with respect and dignity. BearCom prohibits unlawful harassment, bullying, stalking, or other intimidating or abusive conduct in the workplace. Examples include derogatory comments based on an individual’s gender, race, or other protected category; unwelcome sexual advances or requests; or engaging in coercive behavior that is sexual in nature when the response to that behavior implicitly or explicitly affects a person’s employment status.
BearCom prohibits retaliation, of any kind, against individuals who, in good faith, report violations of this policy or cooperate in any investigation of the same.
10.0 Employee Health and Safety
BearCom strives to provide a safe and healthy work environment. You are responsible for maintaining a safe and healthy workplace by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and behavior that could reasonably be perceived as threatening are not permitted.
All individuals should report to work prepared to perform their work responsibilities and duties, free from the influence of alcohol or the illegal use of drugs. The illegal use of drugs or use of alcohol while working will not be tolerated. Certain employees are identified as being regulated by government agencies or subject to customer testing requirements with respect to alcohol and drug use. For those employees, specific testing regimes will apply. Employees who use prescription drugs that may impair their ability to work should contact Human Resources to engage in an interactive discussion to review any reasonable accommodations that can be made to allow the employee to perform the essential functions of the position.
Accidents that take place during working hours or in a BearCom vehicle must be reported immediately. This is the case regardless of whether visible damage or injury occurred, or whether a police report was filed. Accidents must be reported to the employee’s direct supervisor and the appropriate reporting forms completed.
BearCom handles your personal information with care. There are circumstances that require BearCom to receive or have access to personal information about you to help administer things like your pay, benefits, time off and career development. BearCom will comply with all applicable laws regarding the special handling of employees’ personal information.
BearCom respects the privacy of employee information that it possesses, subject to its need to conduct investigations and take other actions in the best interest of the business or to comply with applicable law. Employee personnel files can be accessed only by authorized employees for business purposes or other purposes permitted by law. These files will be shared with outside organizations only as required by law, or as necessary for security or other business reasons.
BearCom uses technology to further its business interests. BearCom’s technology systems are intended for Company business only.
When you use BearCom’s communications systems, you are expected to conduct yourself in a manner that complies with all BearCom policies and procedures and is consistent with BearCom’s values. Whether you are working from home, on BearCom property or off-site, the data and other information you generate, send, receive and store using BearCom’s systems (including voicemail) are considered BearCom’s property. This means that BearCom has the right to review and access your communications, if necessary, subject to any overriding principles of the law. Thus, except as may be required by applicable law, you should have no expectation of privacy in your use of any of BearCom’s systems, including e-mail, internet, voicemail, laptops, desktops, or other electronic systems.
In addition, remember that you represent BearCom when you use the Internet. Since your BearCom e-mail address identifies you as affiliated with BearCom when you access the Internet from BearCom’s system, your conduct will reflect on BearCom. Even if you are using your personal address when navigating the Internet, you may not speak on behalf of BearCom, and your business conduct should be in accordance with the law.
Local policies may apply that set forth further details and handling procedures. Employees, consultants and other workers are responsible for familiarizing themselves with such policies.
For more information, see the IT Equipment Policy and the Acceptable Use Policy.
13.0 Ethics Questions and Reporting Violations of BearCom Policies
If you observe illegal or unethical behavior, or have a genuine reason to believe, in good faith, that such behavior has happened or is going to happen, you have the responsibility of bringing it to the attention of your manager or other appropriate personnel. In some complex situations, it may be difficult to decide what appropriate action to take. When faced with a tough ethical decision or whenever you have any doubts as to the right thing to do, you should ask for direction from your manager, Human Resources, or the Legal Department
If appropriate given the situation and relevant law, a reporting person’s anonymity will be protected as much as possible. BearCom does not permit retaliation of any kind for good faith reports of possible Code violations. If you feel that you are being retaliated against in violation of this policy, please contact your manager or Human Resources. BearCom takes every report seriously, so you should not use these procedures in bad faith or for improper reasons, such as to pursue a personal vendetta. Bad faith claims may result in disciplinary actions, up to and including dismissal from employment or service with BearCom.
You are encouraged to report suspected misconduct, which is defined as a good faith belief that employees, consultants or representatives may have violated BearCom’s policies or procedures (including, but not limited to, the Code) or engaged in other illegal, unethical, or improper conduct. While it is impossible to identify every type of misconduct, the list below provides a number of illustrative examples. When in doubt, you should report misconduct.
Non-compliance with the Code or other policies and procedures.
Non-compliance with applicable legal and regulatory requirements relating to, among other things, non-discrimination/equal opportunity, the environment, health and safety, anti-corruption and data privacy issues.
Questionable accounting, internal accounting controls, and auditing matters, including, but not limited to:
fraud or deliberate error in the preparation, review or audit of financial statements of the Company;
fraud or deliberate error in the recording and maintaining of the Company’s financial records;
deficiencies in, or non-compliance with, the Company’s internal controls over financial reporting;
misrepresentation or false statements regarding a matter contained in the Company’s financial records, financial statements, or audit reports;
substantial variation in the Company’s financial reporting methodology from prior practice or from generally accepted accounting principles;
falsification, concealment, or inappropriate destruction of corporate or financial records;
misappropriation or inappropriate usage of Company assets by Company Personnel or anyone else; or
any other conduct that may cause substantial injury to the financial interest or property of the Company.
After a report has been made, BearCom will take steps to investigate and resolve the matter promptly and fairly. You are expected to cooperate in internal investigations of misconduct. The individuals who conduct any investigation will be acting on behalf of BearCom and will not act as your personal representative or attorney. BearCom will endeavor, to the extent practical and appropriate under the circumstances, to not disclose the identity of anyone who reports a suspected violation or participates in an investigation; however, absolute confidentiality cannot be assured. Indeed, some country’s laws will require such disclosure. In any case, as discussed above, reports may be made anonymously, where allowed under local law.
BearCom has established a secure, hosted reporting process. You may make a good faith report of a suspected violation of the Code or any other BearCom policy by using the EthicsPoint reporting tool. Employees may call the hotline number listed for their country or may use the web-based reporting format located on The Bear, on the Legal Department homepage.
14.0 Protection of Whistleblowers
BearCom will not discharge, demote, suspend, threaten, harass, or in any manner discriminate or retaliate, directly or indirectly, against an individual who, in good faith, reports suspected misconduct even if the facts alleged are not confirmed by subsequent investigation. However, if, after investigation, a report is found to be without substance and to have been made for malicious or frivolous reasons, BearCom employees who made the report could be subject to disciplinary action, up to, and including, termination of employment.
Unless required by law, BearCom will not: (i) reveal the identity of any person who makes a Report and asks that his or her identity remain confidential; or (ii) make any effort, or tolerate any effort made by any other person or group, to ascertain the identity of any person who makes a Report anonymously. Declining to disclose a person’s identity may BearCom’s ability to conduct a thorough investigation. If the law places a positive obligation on BearCom to conduct an investigation, there may be circumstances where we are required to disclose the identity of the person who makes the report. If applicable, BearCom will endeavor to discuss this requirement with the individual prior to such a disclosure.
15.0 Violations of the Code
If BearCom confirms a violation of this Code, it will take appropriate disciplinary action, consistent with any applicable policies and procedures. Disciplinary actions may range from a verbal warning to dismissal or referral for criminal prosecution, depending upon the situation and the relevant law.
An employee involved in improper activity may be disciplined even if he or she was the person that reported the matter to BearCom. An employee’s conduct in promptly reporting any violation may be considered as a potential mitigating factor in any disciplinary determination.
This Code reflects general principles to guide you in making ethical decisions and cannot and is not intended to address every specific situation. As such, nothing in this Code prohibits or restricts BearCom from taking any disciplinary action on any matters pertaining to the conduct of Employees, whether or not such conduct is expressly discussed in this Code.
Issue Date: February 2, 2022