CODE OF CONDUCT

Ethical behavior is one of the FCI Group’s most important and fundamental values underlying all of the FCI Group’s business activities at all levels of the organization (the FCI Group, “FCI”). This Code of Business Conduct represents an essential and total commitment not only by the Company as a whole, but by each of us, to maintain the highest ethical standards at all times. It addresses relationships with our customers, our suppliers and our shareholders, as well as constituting a commitment towards ourselves.

It is FCI’s commitment to treat each employee and conduct its business fairly, impartially, in an ethical manner and in full compliance with laws and regulations in all countries where it operates. Integrity underlies all company relationships including those with customers, suppliers, and communities and among us all. The highest standards of ethical business conduct are required of us in the performance of our duties and responsibilities. This Code of Business Conduct embodies the standards of ethical business conduct required of us and the principles set forth serve as guidance for each of us in making sound, ethical decisions in the best interests of FCI. It applies to all FCI entities and their employees (including interns and temporary staff, as well as contractors). 

FCI’s Managers are responsible for (i) ensuring appropriate dissemination of this Code within their respective organizations so that each of us in FCI is aware of its importance and fully understands its content, (ii) supporting and ensuring full and proper implementation of this Code and (iii) monitoring compliance. Any violation of this Code may be subject to disciplinary sanctions.

 

1.    COMPLIANCE WITH LAW AND OBSERVANCE OF ETHICAL STANDARDS

  1. FCI requires all employees to comply with laws and regulations including trade control regulations, antitrust laws, employment and labor laws, safety regulations and environmental laws, as well as with all policies and procedures applicable within FCI.
  2. All employees are expected to exercise honesty, integrity, objectivity and diligence in the performance of their duties, and comply with the highest ethical standards.
  3. No manager and no supervisor shall have the authority to require or approve any action that is contrary to any law, regulation or this Code, whichever is the most stringent. FCI’s corporate policy prohibits any retaliation against employees for reporting information or raising questions in good faith regarding possible violations of laws, regulations, this Code or FCI’s policies and procedures.

2.    RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS

  1. FCI’s customers and suppliers are valuable business partners. FCI’s decisions and actions will be made to enhance their satisfaction and durable relationships with FCI.  FCI will commit to provide customers with products and services which meet their expectations of quality, integrity and reliability. FCI and all employees must aim to continuously deliver the highest possible value in products and services to FCI’s customers.
  2. The quality of our relationships with FCI’s suppliers is essential to FCI’s success. FCI and all employees must look to work with suppliers and business partners who demonstrate strong business values, ethical principles and support FCI’s commitment to quality.

3.   MUTUAL RESPECT - EQUAL EMPLOYMENT OPPORTUNITY - NON DISCRIMINATION

  1. All FCI entities are committed to build and maintain a productive, motivated workforce by treating all employees fairly and equitably.  FCI encourages self development, and rewards employees on the bases of their contribution to FCI.  FCI promotes a working environment where the full value of each individual may be realized in treating them with respect, trust and dignity.
  2. All recruitment, training, compensation, promotion and other decisions on employment-related matters shall be made without regard to race, color, sex, age, religion, nationality, physical disability or other personal characteristics protected under law. Equal opportunity and fair treatment shall be accorded to all.
  3. Performance, merit, qualifications and other job-related criteria shall be the sole bases for the making of employment-related decisions affecting employees.
  4. Cultural diversity is an important asset; therefore all measures aimed at strengthening the plurality of cultures within FCI will be defended and favored.

4.    PROTECTING GROUP ASSETS

  1. FCI recognizes that preserving, protecting and responsibly using company assets including intellectual property is essential to remain competitive and to serve the interests of its shareholders, therefore we must take all appropriate measures to protect these assets and to respect third parties’ proprietary information rights.
  2. FCI requires all to safeguard and not disclose any knowledge, decision or any information about FCI which may in any way prejudice the interests of FCI or any confidential information to any party outside FCI, unless such disclosure is necessary to enable FCI to carry out its business properly and effectively and there is no reason to believe or suspect the information will be misused or improperly disseminated by the recipient; or where it is required by the law whereupon the Legal Department shall be immediately notified prior to any disclosure where possible.
  3. The confidentiality obligations of FCI’s employees are further subject to specific provisions in their respective employment contract.

 

5.    HEALTH, SAFETY AND ENVIRONMENT PROTECTION

  1. FCI requires all employees to at all times comply with applicable health, safety and environmental laws and regulations.
  2. Continuing effort should be made to implement technology and manufacturing processes to minimize pollution and to conserve, recover and recycle raw materials.
  3. All appropriate measures shall be taken to prevent workplace accidents and illnesses so as to assure a safe and healthy working environment is provided for all.

6.    COMPETITION AND ANTITRUST LAWS

  1. FCI is committed to free and fair competition. FCI will comply with all applicable competition and antitrust laws and laws prohibiting restraint of trade or unfair trade practices.
  2. Without limiting the scope of the aforesaid applicable laws and regulations, FCI will not propose or enter into any arrangement, whether express or implied, with a competitor or competitors with a view of fixing prices or costs, terms and conditions of sale, production volume, market share, dividing customers or sale territories, or any competitive aspects with such competitor(s).

7.    RELATIONSHIPS WITH CONSULTANTS AND AGENTS

  1. Secret commissions or discounts or other benefits in kind to employees of customers (or their family members or associates) are not permitted.
  2. In those situations where FCI products and services are sold through distributors or agents, fees paid will be at competitive rates and commensurate with services performed.
  3. FCI requires that none of us shall be engaged as agent or otherwise who has a decision-making role in a contemplated purchase contract involving FCI.

8.    PROPER ACCOUNTING FOR ALL TRANSACTIONS

  1. Compliance with accepted accounting rules and controls is expected at all times.
  2. The books of account, budget proposals, economic evaluation for projects and the like must be accurate, timely and complete.
  3. No undisclosed or unrecorded fund or asset of any FCI entity shall be established for any purpose.
  4. No false, artificial or misleading entries shall be made in the books and records of any FCI entity for any reason.

 

9.    PROPER USE OF CORPORATE FUNDS

  1. FCI’s funds shall not be used to make direct or indirect undisclosed payments or loans to any supplier, customer or government official.
  2. No payment on behalf of any FCI entity shall be made or approved with the intention or understanding that any part of such payment is to be used for any purpose other than that which is accurately and completely described by the documents supporting the payment.

10.  CONFLICTS OF INTEREST

  1. All employees will act in the best interests of FCI at all times. All situations where personal interest, whether direct or indirect, could conflict or appear to conflict with his/her job responsibilities and/or the interests of any FCI entity or FCI must be avoided. “Personal interest” includes the personal or financial interest of any spouse, dependent, relative, business associate or personal friend of ours.
  2. It is not possible to list out exhaustively every situation where conflicts of interest may arise but it includes the following:
  3. Having a personal or financial interest in, or working or consulting for, a business or company which has, or may be entering into, transactions or dealings with FCI where we are in a position to influence decisions by FCI with respect to the business relationship with such a business or company.
  4. Obtaining a personal or financial gain or advantage (other than salary and other usual employment remuneration) from business transactions or dealings involving FCI.
  5. Committing or omitting any act, without prior disclosure, which would give an undue advantage to an outside party in its dealings with FCI.
  6. A potential conflict of interest situation must be reported in writing to the next higher level of management.

11.       POLITICAL CONTRIBUTIONS

  1. No political contributions or indirect support of political parties or candidates, except where permitted by law and approved by the President or Chairman of the Board of FCI SA, shall be made on behalf of any FCI entity.
  2. The above prohibition relates only to the use of corporate funds and is no way intended to discourage employees from making personal, non-reimbursed contributions to candidates or political parties of their choice.

12.       GIFTS, FAVORS AND ENTERTAINMENT
Token gifts, favors and business entertainment given to others at company expense or received by any of us are not authorized except if: 

  1. They are consistent with company policies, accepted business practices and applicable laws.
  2. They are of such limited value and in a form that will not be construed as improper or raise doubts as to the impartiality of the recipient.
  3. They are approved in accordance with the applicable FCI governing procedures

Every person working for FCI has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding this Code of Business Conduct.

Anyone having questions relating to the interpretation or implementation of this Code of Business Conduct is encouraged to contact either the higher level of management or FCI Legal Department, as the person may deem appropriate.

 

 

Thank you.

Yours faithfully,
For FCI OEN CONNECTORS LTD.
Sd/-
(BIJU K. ELIAS)
COMPANY SECRETARY