Code of Business Conduct and Ethics and Antibribery Policy
DIAMOND FOUNDRY - CODE OF BUSINESS CONDUCT AND ETHICS
We aspire to be a “do the right thing” company – which is effectively to say: only engage in conduct that your family would be proud of. Committing to the highest possible standards of conduct helps us hire great people and build great products and customer relationships.
We expect all of our employees and Board members to know and follow the Code. Failure to do so can result in disciplinary action, including termination of employment. Moreover, while the Code is specifically written for Diamond Foundry employees and Board members, we also expect our business associates— including vendors, partners, agents, consultants and other service providers—to comply with the standards described in the Code. Failure of our business associates or other covered service provider to follow the Code can result in termination of their relationship with Diamond Foundry.
As a global company headquartered in the United States, some of our activities are regulated by U.S. laws in addition to local laws and the laws of other countries where we do business. If you are not sure which laws or policies apply, or you think there may be a conflict between the laws that apply or between local laws and our policies, ask our Legal Department. Regardless of where you are located, we all operate with the same ethical standards.
I. HONEST AND ETHICAL CONDUCT
We expect everyone to act and perform their duties ethically and honestly and with the highest integrity. Honest conduct is considered to be conduct that is free from fraud or deception. Ethical conduct is considered to be conduct conforming to accepted professional standards of conduct. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships as discussed in below.
II. ACT IN BEST INTEREST OF COMPANY
We expect everyone to always act in the best interest of the Company and never use or attempt to use their position to obtain personal benefit at the expense of the Company. Be sensitive to and conscious of when personal bias or conflicting interests may influence you in a direction that may not be in the best interest of the Company. Seek input from management when in doubt.
It is our policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of everyone to adhere to the standards and restrictions imposed by those laws, rules and regulations, and in particular, those relating to accounting and auditing matters. Anyone unsure whether a situation violates any applicable law, rule, regulation or Company policy should discuss the situation with Legal.
IV. INTERNAL REPORTING
We will take all appropriate action to stop any known misconduct by others that violate this Code. To this end, report any known or suspected misconduct to HR or Legal. In addition, use the Company's confidential internal reporting system to report breaches of this Code. The Company will never retaliate or allow retaliation for reports made in good faith.
Any violation of this Code may result in disciplinary action, including termination, and if warranted, legal proceedings.
UNDERSTANDING OUR CODE OF CONDUCT AND BUSINESS ETHICS
While the above in principle takes care of it all, the following detail on sample topics is intended to help you anticipate situations and avoid even the appearance of improper behavior.
Consider the following questions if you encounter any doubtful behavior:
• Is the behavior legal?
• Does the behavior comply with all appropriate policies?
• Does the behavior reflect our company’s values and culture?
• Could the behavior adversely affect company stakeholders?
• Would you feel personally concerned if the behavior appeared in a news headline?
• Could the behavior adversely affect Diamond Foundry if all employees did it?
Honesty & Responsiveness
Part of being honest is being responsive and forthcoming and engaging without hesitance. We respond timely to other team members, generally no later than within 24hrs with at least an acknowledgement response. We take pride in responding to communications from our customers, whether questions, problems, or compliments. If something is broken, fix it.
Discrimination and Harassment
The diversity of Diamond Foundry's employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and do not tolerate discrimination or harassment, including on the basis of race, color, religion, veteran status, national origin, ancestry, pregnancy status, sex, gender identity or expression, age, marital status, mental or physical disability, medical condition, sexual orientation, or any other characteristics protected by law, as well as any unwelcome physical or verbal advances. Please be aware that discrimination and harassment may take any form—verbal, physical or visual. We insist that you do what you can to stop others from engaging in such behavior and prohibit retaliation against anyone who makes a good-faith complaint or participates in an investigation of such a complaint.
Societal and political discussions at work can become a source of anger, division, and distraction in a way that does not create conditions conducive to a healthy, safe, optimistic, and productive work environment. We encourage everyone to engage in civic and societal groups outside of work and have discussions with friends outside of work on any topic. But at work we prize productivity and focus; and we respect diversity of political viewpoints and systems people choose to live by around t2he world. That said, as a science-based company, we do not consider science or sustainability a matter of politics. If you do not “believe” in evidence and science- based medicine or climate change, you likely work at the wrong company.
B. COMPANY’S BEST INTEREST
We expect everyone to always act in the best interest of the Company and never use or attempt to use their position to obtain personal benefit at the expense of the Company. Conflicts of interest always already exist in one form or another, at times unavoidably so, and in fact the slogan “No conflict. No interest.” has come to express the fact that at times much interest lies exactly in conflicting situations. However, when personal bias or personal interests lead to actions or results that are not in the best interest or even at the potential expense of the Company, it is not acceptable. We expect you to be conscious of and in any potential situations make sure to make the extra effort to ensuring you are acting in the best interest of the Company. By example, we do like hiring friends of employees – but that’s a personal bias of course and it needs to be substantiated with care taken that this friend is in fact the very best person to be brought on board.
You may not use Diamond Foundry’s property or information or your position at Diamond Foundry for improper personal gain, or compete directly or indirectly with Diamond Foundry, including by taking for yourself opportunities that you discover through Diamond Foundry. Instead, Diamond Foundry expects you to advance Diamond Foundry’s legitimate interests. For example, you should not take a business plan or opportunity that you learned about at Diamond Foundry and use it for your own personal gain, such as by starting a business that competes with Diamond Foundry in any way or pursues opportunities that Diamond Foundry could have pursued.
Gifts, Payments, Donations or the Exchange of Anything of Value
The purpose of business entertainment and gifts with customers, suppliers or other business partners is to create good will and good working relationships, not to gain improper advantage. Gifts or entertainment are improper, even if merely offered or requested, unless they: (1) are not in cash or equivalent to cash; (2) are consistent with customary business practices; (3) are not excessive in value, (4) cannot be seen as a bribe or payoff; and (5) do not violate the law. Please discuss with Legal any gifts of significant value or which you are not certain are appropriate. More stringent standards apply to business dealings with government personnel or candidates for political office. The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business.
Business Opportunities Found Through Work
Business opportunities discovered through your work here belong first to Diamond Foundry, except as otherwise agreed to in writing by Diamond Foundry. Such business opportunities broadly span anything that we might or could be doing related to any skills, capabilities, or access we have in any related or unrelated markets.
Developing or helping to develop outside inventions that a) relate to Diamond Foundry’s existing or reasonably anticipated technology, intellectual property, knowhow, trade secrets, products or services, b) relate to your position at Diamond Foundry, or c) are developed using Diamond Foundry corporate resources may create conflicts of interest and be subject to the provisions of Diamond Foundry’s Confidential Information and Invention Assignment Agreement and other employment agreements. If you have any questions about potential conflicts or intellectual property ownership involving an outside invention or other intellectual property, consult Legal.
C. HEALTH & SAFETY
We are committed to a safe, healthy, and violence-free work environment. Our goal is to have as close to zero injuries as humanly possible and to have the safest factories in manufacturing. We will get there by continuing to ask our employees to raise safety concerns and to keep proposing ideas that make things even better. Diamond Foundry also asks that you do your part by following safety and health rules and practices and reporting (either openly or confidentially) accidents or any unsafe equipment, behavior (such as use of illegal drugs) or conditions to your manager, supervisor, HR or Legal.
Not being vaccinated for government recommended diseases is not compatible with a healthy and safe work environment; or a science-based business for that matter. Specifically, we expect everyone to be fully Covid- 19 vaccinated October 31st, 2021 unless they have obtained a written exemption from HR and follow remediating procedures.
Drugs and Alcohol
Substance abuse is incompatible with the health and safety of our employees, and we do not permit it. Consumption of alcohol is not banned for certain appropriate occasions but use good judgment. Never enter our production facilities after having consumed any amount of alcohol. Never drink in a way that leads to impaired performance or inappropriate behavior, endangers the safety of others, or violates the law. Illegal drugs in our facilities, buildings, or at company events are strictly prohibited. If a manager has reasonable suspicion to believe that an employee’s use of drugs and/or alcohol may adversely affect the employee’s job performance or the safety of the employee or others in the workplace, the manager should request an alcohol and/or drug screening. A reasonable suspicion may be based on objective symptoms such as the employee’s appearance, behavior, or speech.
D. PROTECTING COMPANY ASSETS
Spending Diamond Foundry’s Money
A core value of ours has always been to spend money wisely. When you submit an expense for reimbursement or spend money on Diamond Foundry’s behalf, make sure that the cost is reasonable, directly related to company business, and supported by appropriate documentation. Always record the business purpose (e.g., if you take someone out to dinner on Diamond Foundry, always record in our expense reimbursement tool the full names and titles of the people who attended as well as the reason for the dinner) and comply with other submission requirements. If you are uncertain about whether you should spend money or submit an expense for reimbursement, check with your manager. Managers are responsible for all money spent and expenses incurred by their direct reports and should carefully review such spend and expenses before approving.
Signing a Contract
Each time you enter into a business transaction on Diamond Foundry’s behalf, there should be documentation recording that agreement, approved by the Legal Department. Signing a contract on behalf of Diamond Foundry is a very big deal. Never sign any contract on behalf of Diamond Foundry unless all of the following are met:
• You have been authorized to do so in writing and under a specific approval policy. If you are unsure whether you are authorized, ask your manager.
• The contract has been approved by Legal. If you are using an approved Diamond Foundry form contract, you do not need further Legal approval unless you have made changes to the form contract or are using it for other than its intended purpose.
• You have studied the contract, understood its terms and decided that entering into the contract is in Diamond Foundry’s interest.
All contracts at Diamond Foundry should be in writing and should contain all of the relevant terms to which the parties are agreeing. We do not permit “side agreements,” oral or written.
When you joined Diamond Foundry, you signed an “Employee Non-Disclosure and Inventions Assignment Agreement” that requires you to not share (which includes sharing on social media, or with non-Diamond Foundry people who are close to you) any “trade secrets” or “confidential business information” or products of Diamond Foundry, or any manufacturing process, research or development entrusted to you by Diamond Foundry or its customers, except when disclosure is authorized by Legal or required by laws or regulations. For this reason, and to prevent disruptions to the manufacturing process, taking photos or recording video is prohibited in all work areas, or areas where work processes are visible, inside any of Diamond Foundry’s facilities. As used in this Code:
• “Trade secrets” relate to information that Diamond Foundry maintains as secret, private and internal use because such information is valuable not only to Diamond Foundry but also to its actual or potential competitors. They include things, processes or methods that are Diamond Foundry secrets — they are not generally known or easy for others to figure out through appropriate, legal means. Examples of trade secrets may include information on our research and development, inventions, products, machines, equipment, production process, manufacturing process, engineering process, software development, systems development or our business processes.
• “Confidential business information” includes, but is not limited to, non-public financial data, such as estimates of financial performance; sensitive business information, such as marketing strategies, product launches, and pricing policies; plans for buying or selling of corporate assets; information about customers; and Diamond Foundry’s attorney-client communications or other internal business-related confidential communications.
The obligation to preserve “trade secrets” and “confidential business information” continues even after your relationship with Diamond Foundry ends. You should never provide or receive “trade secrets” or “confidential business information” to or from another company or other third party without first ensuring that a current and appropriate non-disclosure agreement is in effect with such other party. If you are unsure whether such an agreement exists, please consult with Legal.
Competitors/Former Employers 5
We respect our competitors and want to compete with them fairly. But we don’t want their confidential information. The same goes for confidential information belonging to any former employers of any employee. If an opportunity arises to take advantage of a competitor’s or former employer’s confidential information, don’t do it. Should you happen to come into possession of a competitor’s confidential information, contact Legal immediately.
E. OBEYING THE LAW
U.S. and international trade laws control where Diamond Foundry can send or receive its products and/or services. These laws are complex, and apply to:
• imports and exports from or into the U.S.
• imports and exports of products from or into other countries, with additional concerns when those products contain components or technology of U.S. origin
• exports of services or providing services to non-U.S. persons
• exports of technical data, especially when the technical data is of U.S. origin What constitutes an “import” or “export” under the law is pretty broad. For example:
• exposing or allowing access by non-U.S. persons to U.S. technical data can be an “export”, regardless of what country the exposure occurred in;
• sending equipment from one country (“country X”) into another country (“country Y”) is an export from country X and an import into country Y;
• permitting the download of software from one country (“country X”) into another country (“country Y”) is an export from country X;
• transporting technical data or software on your laptop, or tools or equipment in your luggage, may be an export and import.
The bottom line: If you are in any way involved in sending or making available Diamond Foundry products, services, equipment, or any form of technical data from one country to another, work with your manager to be absolutely sure that the transaction stays well within the bounds of applicable laws.
Business records and communications often become public, and we should be careful to be accurate and thoughtful in what we say to avoid misunderstandings. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to Diamond Foundry's record retention policies. In accordance with those policies, if requested by Legal to retain records, do so until Legal tells you retention is no longer necessary.
SUMMARY, SCOPE, AND CONSEQUENCES OF NON-COMPLIANCE
AtDiamond Foundrywe arecommitted to conducting business in accordance with the highest ethical standards and prohibiting all forms of bribery and corruption. This Anti-Bribery Policy prohibits bribery of government officials (both U.S. and non-U.S.) as well as private sector (commercial) bribery, including the offering, promising, authorizing or providing anything of value to any customer, business partner, vendor or other third party in order to induce or reward the improper performance of an activity connected with our business. We expect all employees and third parties working on our behalf to refrain from engaging in any form of bribery or corruption, irrespective of citizenship, domicile, or location. A violation of this Policy could result in disciplinary actions including, but not limited to, termination of employment.
It is therefore vital that you not only understand and appreciate the importance of this Policy, but also comply with it in your daily work.
If you have any questions about this Policy or applicable Anti-Bribery laws generally, contact the Legal Department.
Applicable Laws - Employees of the Company must abide by all applicable Anti-Bribery laws, including the FCPA, the UKBA, and the local laws in every country in which we do business (for example, federal, regional, provincial, and state laws). Virtually every country in which we operate prohibits bribery. These laws generally prohibit both bribery of government officials and private sector (commercial) bribery. In addition to the prohibition of bribery, the FCPA mandates that companies establish and maintain accurate books and records and adequate internal controls.
Prohibition of Bribery
The Company and its employees are prohibited from giving, promising, offering, or authorizing payment of anything of value (see glossary for definition of what constitutes “anything of value”) in order to obtain or retain business, to secure some other improper advantage, or to improperly influence actions with regard to any of the following:
- Government Officials - Refer to the glossary for the broad definition of “government official”.
- Non-government (Commercial) Persons and Entities - Such payments constitute commercial bribery
- and are often called “kickbacks.”
- Facilitation Payments - The Company’s prohibition on bribery applies to all improper payments
- regardless of size or purpose, including “facilitating” (or expediting) payments. Facilitating payments refer to small payments to government officials to expedite or facilitate non-discretionary actions or services, such as obtaining an ordinary license or business permit, processing government papers such as visas, customs clearance, providing telephone, power or water service, or loading or unloading of cargo. Generally, facilitation payments are prohibited by this Policy, except for a very limited set of circumstances for which prior written approval must be obtained from the VP Finance and the VP Legal.
Providing Items of Value to Government Officials
It is never permissible to provide items of value to anyone (government officials or commercial partners) in exchange for any improper favor or benefit. Before providing an item of value to any government official or entity (both U.S. and non-U.S. government officials) employees must first obtain prior written approval from the VP Finance and the Legal. This applies, but is not excluded to, the following:
1. Gifts, Meals, Travel and Entertainment (“GME”) In addition, gifts of cash or cash equivalents, such as gift cards, are never permissible.
- Donations - It may, however, be permissible to make donations directly to a government agency (rather than to an individual government official) as part of a charitable effort.
- Promoting, Demonstrating, or Explaining Products - In some cases, however, it may be appropriate to direct such expenses to a government official or entity in order to promote, demonstrate, or explain the Company’s products and services.
- Hiring or Engaging Government Officials This includes hiring an official’s immediate family members without first disclosing the potential conflict of interest to VP People Operations or VP Legal.
- Political Contributions - Employees may exercise their right to donate to political campaigns and parties. However, your donation cannot be offered in exchange for a particular outcome. For additional information and consultation on political contributions, employees should contact the VP Legal.
- Limited Exceptions - There are limited exceptions to the prior approval requirements. These exceptions include when a blanket approval is in place (blanket approvals must be renewed on a yearly basis), when an employee’s personal safety is at issue, and the rare instance when the required approval cannot be obtained.
- Applicability to Third Parties - Third-party agents, consultants, distributors, or any other third-party representatives acting for or on behalf of the Company (collectively, “third parties”) are prohibited from making corrupt payments on the Company’s behalf. This prohibition also applies to subcontractors hired by third parties to perform work on the Company’s behalf. Any and all payments made to third parties, including commissions, compensation, reimbursements, must be customary and reasonable in relation to the services provided and accurately documented in the Company’s books and records. These payments must not be made in cash without prior written approval from VP Finance and VP Legal; or to bank accounts that are not in the third party’s name, unless otherwise approved in advance and in writing by VP Finance and VP Legal.
- Due Diligence - Any and all third parties that will interact with government officials or entities on behalf of DF must complete our due diligence process before beginning work on the our behalf. Any red flags raised during a due diligence review of a vendor must be addressed to the satisfaction of VP Legal prior to entering the relationship with the third party, and any remediation measure put in place should be documented. Importantly, due diligence must be renewed on active vendors every three years. All agreements with third parties that interact with government entities or officials must be memorialized in writing and include appropriate Anti-Bribery language. VP Legal shall determine the appropriate contractual language. Once a third-party agent or consultant has been retained by the Company, the third party’s activities and expenses must be monitored by the relevant Company employee to ensure continued compliance with the applicable anti-corruption laws and Company policies.
The Company requires that the following associates complete Anti-Bribery training every year:
All Sales, Finance and Procurement employees (regardless of job grade); and
Other employees that have been identified by the VP of Finance or the VP of Legal as requiring training.
Our Legal and People Operations Team are responsible for designing training and monitoring compliance with our online training requirements and maintaining the repository for records related to on-line Anti- Bribery training in compliance with our document retention policy. For more information on applicable training, contact Rebeca Brandys, VP Legal.
Internal Auditing - Company employees will conduct periodic internal audits of relevant Company operations to help ensure our continued compliance with applicable Anti-Bribery laws and this Policy. It is the duty of everyone at Diamond Foundry to cooperate with—and never interfere with or obstruct—such audit activities or Company investigations.
Reporting Violations - If you observe conduct that may violate this Policy, contact Rebeca Brandys, VP Legal. Suspected violations will be reviewed and investigated as appropriate and may lead to disciplinary action. Any such reporting will be treated as confidential to the extent permitted by law. We strictly prohibit retaliation for good faith reports of suspected misconduct. Failure to report a violation of this Policy constitutes an independent violation of this Policy that is subject to discipline, up to and including termination of employment.
Michael Calonico, VP Finance Michael@diamonfoundry.com Rebeca Brandys, VP Legal: firstname.lastname@example.org
Any national, provincial, regional or local legislative, administrative, or judicial body
state funded organizations such as non-commercial organizations established by the special laws, schools, universities, healthcare facilities, police agencies, military entities, issuers of government permits, approvals or licenses, etc.
any state-owned enterprises (defined below) and/or state instrumentalities (an entity for which there is control by the government and the entity is performing a governmental function) and/or state- controlled entities (defined below)
public (quasi-governmental) international organizations (such as the United Nations, World Bank, International Monetary Fund, International Olympic Committee, African Union, etc.)
an officer or employee (regardless of rank) of the government, including officials from state-funded organizations, state owned enterprises, or state-controlled entities a political candidate, party or any officer or employee of a political party
any private person acting in an official capacity for, or on behalf of, any government or public international organization (such as an official advisor to the government or a consultant responsible for making procurement recommendations to a government) members of royal family Item of Value: Any form of benefit, which includes, but is not limited to:
Cash or cash equivalents, loans, gifts or prizes
Employment offers, promises of future employment, or internships (to an individual or any of his/her relatives)
Favorable terms on a product or service or product discounts
Entertainment/hospitality (payment of travel, hotel, meals, living expenses, or costs of trips or resort stays)
Use of vehicles or vacation homes
Discounted or free tickets to events
Services, personal favors, or home improvements
Political or charitable donations
Opportunity to buy direct shares ("friends and family shares") in a company with a connection to Diamond Foundry
Reporting a Concern
As part of our overall compliance program, Diamond Foundry encourages all of our stakeholders to ask questions or report concerns. We enforce a strict policy prohibiting retaliation for reporting a concern or suspected misconduct in good faith.
To report your concern, please choose one of the following options:
Contact your supervisor or manager.
[Last updated November 8, 2022]