Page A
of Business Ethics and Conduct
Revised October 2015
Contractor’s Code
Page 1
Contractor’s Code of Business Ethics and Conduct
Commitment to ProfessionalismWHPacific, Inc. (“WHPacific” or “the Company”) is committed to providing quality services to our clients with integrity and professionalism and in compliance with all applicable laws. It is also WHPacific’s policy to compete fairly and in accordance with applicable procurement rules.
This is possible only when all WHPacific employees perform their jobs with the highest standards of ethical conduct and with consideration for the interests of our clients, other employees, subcontractors, suppliers, and the communities affected by our work. The Company’s reputation depends upon the actions employees take and the decisions that they make each day. Therefore, WHPacific expects every employee to conduct his or her business affairs in a manner that protects and even strengthens the Company’s reputation. To formalize these expectations, WHPacific maintains a business ethics and conduct compliance program for all employees.
What is the Code?WHPacific’s Contractor Code of Business Ethics and Conduct (the “Code”) explains what is expected of WHPacific employees and provides guidance on how to meet those expectations. More specifically, the Code describes the Company’s expectations for appropriate business conduct.
The Code is a key part of WHPacific’s Ethics and Compliance Program (“the Program”), which ensures that the Code’s provisions are communicated effectively to employees and enforced through policies, procedures, and management practices.
To Whom Does the Code Apply?Our Code is applicable to all employees—executives, managers, and individual contributors—without exception. No provision of the Code maybe waived for or by any manager or executive officer. The Code also applies to employees traveling on behalf of the Company. It may also apply to independent contractors, venders, and subcontractors.
How is the Code Administered?The most current version of the Code is available on the WHPacific intranet, Compass. New hires receive a copy of the Code within 10 days of their hire date and training on the Code within 60 calendar days of their hire date. Yearly training on the Code is provided to all employees, and on a regular basis, every employee is asked to sign a statement that he or she has received and read the Code and understands it. The Code is reviewed annually by WHPacific’s Compliance Officer and modified if necessary.
At the heart of the code are our values, which are the same values as those of our parent company, NANA Development Corporation.
WHPacific's Values
The basic values that guide us are these:
• Honesty and integrity govern our activities.• Commitments made will
be fulfilled.• All individuals are treated with dignity
and respect.
Our values define how we conduct business and how we measure and evaluate our decisions and actions. WHPacific’s strong ethical reputation is a critical asset, and each of us shares a personal responsibility to protect, preserve, and enhance it.
Page 2
WHPacific’s Compliance Officer
WHPacific’s Compliance Officer, Juliana Cobb (Julie), is responsible for overseeing WHPacific’s Compliance Program. If you have compliance questions, comments, or concerns, you may reach Julie at 907-339-6515 or via email at [email protected].
Internal Compliance Reviews and AuditsOn a regular basis, WHPacific’s books and records are reviewed by both internal and outside auditors to ensure compliance with Company policies, standards, and procedures. All WHPacific employees are expected to fully cooperate with such audits.
WHPacific’s Internal Controls
Internal controls are important in preventing and detecting fraud and protecting the Company’s resources. They ensure that our financial reporting is accurate and that management has up-to-date information on how well we are achieving operational or strategic goals. Oversight of WHPacific’s internal controls is the purview of WHPacific’s Finance and Accounting department.
WHPacific’s Role in Ensuring Program SuccessWHPacific works to keep the Compliance Program successful by:
1. Training
• Providing yearly training on the Code for all employees. • Requiring managers and employees with signature authority to complete annual training on laws and regulations
governing the services WHPacific provides its clients with an emphasis on federal government contracting issues.
Code of Business Ethics and Conduct Policy Statement
It is WHPacific, Inc.’s policy to:
• Conduct business according to high ethical and legal standards;
• Insist that employees avoid business activities and situations that may create—or appear to create—an appearance of impropriety;
• Maintain accurate and reliable corporate records in accordance with generally accepted accounting principles and practices and other appropriate internal controls; and
• Engage in business activities in an ethical manner and in accordance with applicable laws and regulations.
Page 3
2. Hiring
• Not knowingly allowing someone who has engaged in unethical conduct to act as a principal for the Company. “Principal” includes anyone authorized to represent WHPacific before current or potential clients—not just officers or senior managers.
• Not knowingly hiring—whether as an employee or a contractor—anyone who is suspended or debarred by any agency of the federal government, or who otherwise is not eligible to participate in federal programs.
3. Employee Resources
• Maintaining a secure, confidential resource that all employees can use to report unethical behavior or other employee concerns (see the highlighted area below).
• Investigating possible violations of Company policies, standards, procedures, or the Code.
• Prohibiting any retaliatory action against employees who report violations or suspected violations of Company policies, standards, procedures, or the Code. Employees determined to have engaged in retaliatory behavior will be subject to disciplinary action up to and including termination without notice.
• Providing a safe and healthy work environment for our employees, clients, and visitors, and complying with applicable federal, state, and local health and safety laws and regulations.
The Employee’s Role in Ensuring Program Success
Duty to Report Actual or Suspected Violations
Regardless of your position with the Company, if you have information about or knowledge of any actual or contemplated conduct or transaction that appears to violate the Company’s Code, policies, standards, or procedures, you are required to report the matter promptly to your supervisor or manager, the Human Resources department, any member of WHPacific management (including any member of the senior leadership team), or the Compliance Officer. You can make such reports in person, by telephone, or in writing (including email). Requests for anonymity from reporting employees will be honored to the extent reasonably possible, but anonymity cannot be guaranteed.
If you want to remain anonymous, you may report the concern using Report It, our anonymous reporting hotline. When using Report It, employees are asked to provide sufficient detailed information so as to enable adequate investigation. Anonymous reporters should also realize that their anonymity makes providing follow-up to them unlikely.
Employee Support
WHPacific recognizes that employees must have access to reliable, predictable, and supportive resources that help them comply with the Code. That’s why WHPacific provides:
• An “open door” policy that gives every employee access to higher levels of management;
• A work environment that expressly prohibits retaliation and retribution, discrimination, and harassment of any kind;
• Mandatory harassment training for every employee; and
• A third-party hotline and web site named Report It, where employees can anonymously communicate concerns to senior management (1-877-778-5463 or www.reportit.net (user name: whpacific; password: welcome).
To report a concern, issue, or suspected Code or policy violation, you can do any of the following:
• Talk to your supervisor• Talk to a member of Human Resources• Talk to any WHPacific senior manager• Use Report It:
(1-877-778-5463 or www.reportit.net (user name: whpacific; password: welcome).
Page 4
Guidelines for Doing BusinessEmployees are expected to exercise good judgment and maintain high ethical standards and personal integrity while conducting business on behalf of the Company, including while they are traveling on Company business.
Accounting PracticesWHPacific’s operations must be accounted for and recorded in accordance with legal requirements and Generally Accepted Accounting Principles (GAAP). The integrity of the Company’s accounting is based on the validity, accuracy, and completeness of its systems and records. Every employee—regardless of position—who is involved in creating, processing, or recording accounting information for WHPacific is responsible for the integrity of that information.
No false or intentionally misleading entries may be made in the
Company’s systems, records, or related documentation.
Reporting PracticesIf employees are asked for information during audits (internal and external) or by the Company’s accounting team or legal counsel, they must provide complete and accurate information. No one in the Company may conceal information that is necessary for the preparation of accurate books, records, accounts, and financial statements.
Compliance with All Applicable LawsViolating the law can have a devastating and lasting effect on the persons involved as well as the Company. Employees who break the law, such as the False Claims Act or the Foreign Corrupt Practices Act, may be subject to disciplinary action, including termination. They may also subject themselves as well as the Company to criminal and civil liability, resulting in expensive fines, a compromised record, and possible imprisonment.
Conflicts of InterestAs an employee and representative of WHPacific, you may not pursue personal gain at the expense of the Company’s legitimate business interests. Don’t place yourself in the position where your actions or personal interests are, or could reasonably seem to be, in conflict with the business interests of the Company. This is not intended to prohibit or restrict an employee’s rights under Section 7 of the National Labor Relations Act.
Some examples of conflicts of interest:
• Using WHPacific’s computer equipment and facilities to operate a personal business.• Subcontracting work to businesses owned by relatives without engaging in a competitive selection process.• Learning about a Company business opportunity through your employment with WHPacific and taking advantage
of it either personally for the benefit of another company.• Interfering with the Company’s contractual relationships with its clients and employees.
If you are aware of a possible conflict of interest, speak to your manager, a Human Resources department member, or the Compliance Officer about it.
It is a condition of continued employment that employees of WHPacific are expected to read and comply with the Code.
Page 5
Primary Employment
If you are a full-time employee, we expect you to consider WHPacific to be your primary employer. Any outside employment or business activities must be secondary to your position at WHPacific and not interfere with your employment duties. (See WHPacific Employment Policy 2-10* on Secondary Employment.)
Exercise caution when developing independent business opportunities with other companies. You and WHPacific may need to use teaming agreements, non-compete agreements, and/or nondisclosure agreements to minimize the potential for conflicts between your interests and the interests of the Company. Contact the Compliance Officer if you have questions about your individual business relationships with other companies.
Hiring Current or Former Military / Federal Employees
Special government restrictions apply to hiring or retaining a government or former government employee (including military officers) as an employee or consultant of the Company. Special constraints also apply to communication about employment with government employees who are designated as “procurement officials,” especially during any procurement process. Therefore, you are expected to follow WHPacific’s policies and practices on recruiting and hiring. In addition, you must obtain authorization from the Human Resources department before you discuss possible employment with current government employees. Such discussions can begin only after the government official has publicly announced that he or she is leaving government service. In addition, any plans to employ retired military officers of general or flag rank, or civilian officials having the rank of Deputy Assistant Secretary or above, must be approved in advance by the Vice President of Human Resources.
Working with Former Employees
Notify the Human Resources department before selling to, buying from, or contracting with former employees.
Restrictions on Endorsements
Employees may not endorse any product, service, or organization on behalf of WHPacific unless authorized to do so by a Company official.
Restrictions on Conducting Similar Business
Employees must have the prior written approval of WHPacific’s president and legal counsel to:
• Engage in the same or similar lines of business as conducted by the Company while employed by the Company; or• Volunteer at or work for another entity (company, firm, business) that conducts the same or similar business as
WHPacific. (This includes serving on the board of directors or similar advisory board of an entity (company, firm, or business) that either does business with WHPacific or that competes or could reasonably compete with WHPacific.)
Fraud and MisrepresentationNever make false or deceptive claims to promote WHPacific or its services. Employees must not engage in or permit any activities that involve fraud or misrepresentation regarding any aspect of the Company’s business.
*Please see Index for link to all policies
Page 6
Gratuities and GiftsEmployees must be careful about giving or receiving gratuities, gifts, and other business courtesies because even gestures that seem simple and innocent can be harmful to WHPacific’s reputation and ability to conduct business.
No Offers
No gift, favor, offer, benefit, promise to pay, or anything else of value may be offered, made, or authorized by or on behalf of WHPacific for any questionable, improper, or illegal purpose.
No bribes or kickbacks may be offered, made, or authorized, by or on behalf of the Company.
Employees are advised to review WHPacific’s Employee Gift Policy, 12-03*.
No Solicitations
No gift, favor, offer, benefit, promise to pay, or anything else of value may be solicited or accepted by or on behalf of WHPacific for any questionable, improper, or illegal purpose.
These provisions apply whether these actions are made directly or indirectly for the Company, and regardless of the motive behind them. They apply whether they are for the benefit of any customer, supplier, or other party doing business with the Company, or Company personnel.
Limitations on Gifts
A gift can be a gratuity, favor, discount, cash, gift certificate, entertainment, hospitality, loan, promise to not collect a debt, or other item having monetary value. Keep in mind that this also applies to services as well as gifts of training, transportation, local travel, lodging, and meals.
WHPacific’s gift policy directs gift giving and receiving as it applies to our federal clients, our state and municipal clients, and our private clients.
• With federal employees and our federal clients, gift giving and receiving is prohibited.
• With state and municipal employees and clients, we follow specific state or municipal rules regarding gift giving and receiving. If you would like assistance with researching specific state or municipal rules, contact the WHPacific Legal department for assistance.
• With our private clients, WHPacific respects the clients gifting rules and, if such rules allow gift giving, has set dollar limits that enable legitimate business development activities while ensuring adequate monitoring and auditing efforts. These dollar limits are:• Gifts up to $20 per person and meals/entertainment up to $100 per person may be given to our private clients for
legitimate business purposes without prior approvals. Appropriate expense reporting requirements still control.• Gifts worth more than $20 per person or meals/entertainment worth more than $100 per person for private
clients may also be given for legitimate business purposes without prior approvals. Appropriate expense reporting requirements still apply.
*Please see Index for link to all policies
In general, do not give gifts to clients or accept gifts of any value, including meals and entertainment, from clients.
The exceptions to this rule are specific and defined in WHPacific’s Gift Policy 12-03.
• Never accept cash or checks made out to you.
• Never solicit gifts of any kind as an employee of WHPacific.
Page 7
▪ However, gifts valued at more than $100 and meals/entertainment valued at more than $250 per person require the prior approval of a Company officer. Appropriate expense reporting requirements apply.
▪ Employees are prohibited from giving gifts greater than $250 in aggregate per entity in a fiscal year. Exceptions require the President’s written authorization.
Limited Exclusions
Some things are excluded from the definition of a gift. For example, a gift is not:• Non-alcoholic beverages, snacks, or other inexpensive food items if they are
not a part of a meal;• Greeting cards, presentational plaques, certificates, or trophies;• Prizes in contests open to the general public;• Food provided to an economically disadvantaged client (such as a tribe or Alaska Native village) approved in
advance by WHPacific’s President;• Commercial discounts available to the general public (including to government employees);• Commercial loans, pensions, and similar benefits; or• Anything for which you paid market price.
For more details about the gift policy, please refer to Employee Policy 12-03*. You can also contact the Compliance Officer for assistance with gift situations.
Loans
With the exception of common business transactions with banks or other financial institutions, employees may not make loans to or borrow from individuals or organizations that do business with WHPacific.
Under its Bylaws, WHPacific may not extend loans to its employees without the prior authorization from the Company’s Board of Directors.
Accurate Recording of Expenses
Properly record and document any expenses made by or on behalf of the Company. This includes expenses related to any client, supplier, or other entity doing business with WHPacific as well as their employees or agents. Please see WHPacific Employee Policy* Section 11 - Finance and Accounting for information on how to properly record expenses. All employee policies are available on the Company’s Intranet in the Employee Tools section*.
Protecting WHPacific’s Intellectual PropertyWHPacific’s assets include not only physical items but also the knowledge, information, processes, ideas, procedures, and practices that have been developed over time and define how WHPacific functions. Employees must protect this intellectual property. Disclosure of these proprietary assets may result in disciplinary action up to and including termination without notice and the pursuit of legal action against the employee.
*Please see Index for link to all policies
It is never rude or inappropriate to decline a gift, even if an exception applies.
Page 8
Confidential Information
Confidential information includes the private financial, technical, marketing, client and pricing information that WHPacific does not want disclosed to outside parties without authorization. Confidential information can be in formal documents, reports, handwritten notes, on display screens, or in computer memory storage devices and media. This is not a complete list. Be very cautious about sharing Company information with outside parties. If you are uncertain as to whether you can share certain information, you may discuss the situation with your manager, any member of senior management, the Human Resources department, or the Compliance Officer.
Private Information
WHPacific respects the legitimate privacy interests of its employees and complies with the law regarding release of personnel information. Such information may include but is not limited to, medical and insurance records; benefit information; personnel files; discipline reports; employment agreements; drug test reports; credit and criminal checks; and disability and accommodation information and requests.
Intellectual Property
The engineering and architecture designs prepared by WHPacific are the Company’s intellectual property. We may grant licenses to our intellectual property to other parties. In some cases, WHPacific has acquired intellectual property from third parties through development, purchases, or licensing agreements.
All designs, inventions, techniques, or other intellectual property created by WHPacific employees during their employment are considered “work for hire” that belongs to WHPacific. The Company owns the rights, titles, and privileges that accompany the authorship of intellectual property, including the right to copyright, publish, copy, and make derivative works of that property.
Page 9
Trade Secrets
A trade secret is information that gives the Company an advantage over its competitors. Trade secrets can be formulas, patterns, devices, programs, methods, techniques, processes, or compilations of information that are valuable because only WHPacific knows about them. If another organization or individual learns about a trade secret, it loses its value as a source of competitive advantage. Trade secrets are legally protected and WHPacific can pursue action against parties that try to obtain them. Therefore, employees who know WHPacific trade secrets must take steps to protect them.
Practical Steps to Keeping WHPacific’s Trade and Business Secrets Protected
Employees with access to WHPacific’s trade and business secrets must protect the information from accidental or purposeful disclosure:
• If you are responsible for either WHPacific’s or a client’s trade or business secrets, secure them in a locked drawer.• If you review such trade or business secrets on your computer monitor, ensure that others cannot view your computer screen.• Never leave files of Company or client trade or business secrets open and unattended.• Do not take the Company’s or a client’s trade or business secret information out of WHPacific’s offices unless
specifically authorized by your manager.• If those you supervise work with trade or business secrets, make sure that they understand the importance of
protecting that information and how to do so properly and effectively.
Employees must account for and return all materials and data containing the Company’s or a client’s trade or business secret information before ending their employment with WHPacific.
Client Confidential Information
WHPacific strictly prohibits the solicitation, receipt, or exchange of confidential “inside information” from a Prohibited Source (defined on page 9). If you think that you have obtained or received information from a Prohibited Source that could be inside information, you must report the situation to the Company’s Compliance Officer.
Note that inside information does not include information that is properly exchanged through usual and accepted business practices.
The WHPacific WorkplaceWHPacific strives to provide employees with a reasonably safe work environment. Employees also must help protect the safety and security of other employees as well as WHPacific’s clients, vendors, other business partners, and the general public.
Americans with Disabilities ActWHPacific complies with the Americans with Disabilities Act (ADA). If an employee has a disability (as defined by the ADA) that prevents him or her from performing one or more of the essential functions of the job, WHPacific will work with that employee to identify a “reasonable accommodation” that allows the employee to perform the job and implement such accommodation(s) to the extent doing so does not create an unreasonable hardship on the Company. However final determination of a specific accommodation is the Company’s decision and the Company is not obligated to implement any accommodation that creates an unreasonable hardship on the Company.
Page 10
If you have a question about an accommodation or about your rights under the ADA, please contact a member of the Human Rights Department.
Information Systems and Equipment - Acceptable UseWHPacific provides employees with the equipment they need to perform their work. Such equipment includes computers, peripherals, handheld or wireless devices, and the software that operates them.
This equipment is Company property and intended for business use only.
Therefore, employees cannot reasonably expect to maintain private information on these systems. In other
words, all information stored on WHPacific devices and systems is the Company’s property, regardless of the nature of that information and employees should have no reasonable expectation of privacy when using such equipment.
Employees are responsible for properly handling and protecting the equipment that is issued to them and the information that is stored on that equipment. This includes taking reasonable measures to keep the equipment safe from theft, tampering, and misuse.
Personal Use of Company Resources
While a limited amount of non-business use is allowed (such as personal access to the Internet), keep it minimal, and understand that proper security measures always apply. No inappropriate matter (e.g., pornography, illegal activities, defamatory material, threats, etc.) may be accessed, downloaded, stored, transmitted, or processed on Company systems at any time.
Drugs and AlcoholBecause WHPacific is committed to providing a safe, healthy, and secure workplace, employees are prohibited from using illegal drugs or misusing alcohol or prescription drugs at work. And at times WHPacific is required by certain clients to affirm that we are in compliance with the Drug Free Workplace Act of 1988.
WHPacific Employee Policy 2-05* states that the unlawful manufacture, distribution, possession, or use of controlled substances is prohibited in the workplace. The policy also lists the actions that will be taken against employees for policy violations.
Employees convicted of any federal or state criminal offense involving the use of drugs or alcohol, including but not limited to a Driving While Impaired, Driving Under the Influence or other similar charge, must notify WHPacific’s Vice President of Human Resources within five (5) working days of the conviction.
WHPacific’s Employee Assistance Program (EAP) provides a confidential way for employees to seek counseling on substance abuse and other personal concerns. Contact Human Resources for more information about the EAP, or visit the
Employee Tools page of the Company’s Intranet and select the Benefits link.
*Please see Index for link to all policies
Page 11
EMPLOYEE CONDUCT AND DISCIPLINARY ACTIONAs stated earlier, this Code provides guidelines for employee conduct. However, please keep in mind that as a WHPacific employee, you are always responsible for your own conduct. This includes your behavior while traveling on Company business.
Corrective ActionWHPacific will not pursue disciplinary action without investigating the facts and circumstances of each individual case. Other factors that may be considered include:
• The employee’s length of service• The employee’s past conduct and performance• The seriousness and the circumstances of the incident
If an investigation determines that an employee has acted inappropriately, the Company may apply its progressive disciplinary policy. This can include informal counseling, formal written communication, time away from work (with or without pay), or other disciplinary action as appropriate up to and including termination of employment. In cases where an employee’s conduct is especially egregious, the Company may bypass its progressive discipline policy and terminate the employee immediately.
Supervisors must consult with the Human Resources department before taking any
disciplinary action against an employee.
Employee PrivacyWHPacific is committed to protecting employees from unwarranted intrusions into their personal privacy.
However, as stated earlier in this code, employees have no reasonable expectation of privacy in their use of the Company’s resources, whether those resources are equipment or devices, or the software that runs on those devices. This includes not only the email and telephone systems, but also Internet access, video equipment, copy machines, fax machines, and scanning devices.
To protect its assets, WHPacific reserves the right to:
• Monitor personal communications made using Company resources• Monitor email accounts and other communication systems on Company resources• Search Company property at any time, including offices, desks, file cabinets, and store rooms• Search personal computers used for Company purposes
This right to monitor and search applies to Company property not located on Company premises. Any monitoring and searching activities will follow applicable laws and regulations.
Equal OpportunityGood hiring decisions are critical to WHPacific’s success. We want to hire employees who are motivated to learn and grow professionally and who take pride in their work.
As a member of the NANA family, we enjoy a rich and diverse heritage. We value and take affirmative action to achieve workplace diversity. We are pleased to provide an employment preference to our shareholders.
Page 12
Discrimination Concerns
Employees who have concerns about diversity or discrimination in our workplace should discuss their concerns with their supervisors, any member of management, any member of the Human Resources department, or the Company’s legal counseland Compliance Officer. Employees can also report their concerns through our third-party reporting system, Report It, either online or by telephone at www.reportit.com (user name: whpacific; password: welcome) or 1-877-778-5463.
It is WHPacific’s responsibility to investigate claims of discrimination, and employees are expected to cooperate with such investigations. WHPacific strictly prohibits retaliation against any employee who reports a concern of discrimination or harassment and/or assists with an investigation regarding such a concern.
Harassment
WHPacific is committed to providing a work environment that is free of discrimination, so we prohibit harassment of any kind, including sexual harassment. (See Policy 2-03*) Every WHPacific manager is responsible for creating an atmosphere free of discrimination and harassment of any kind. Additionally, employees must respect the rights of their co-workers.
If you feel that you have been harassed, report it. Report it to your supervisor, any member of management, any member of the Human Resources department, one of the Company’s legal counsel, or the Company’s Compliance Officer. You can also use our third-party reporting system, Report It, either online or by telephone at www.reportit.com (user name: whpacific; password: welcome) or 1-877-778-5463.
Any manager who receives a report of harassment must inform the Human Resources department within three business days. The Human Resources department is responsible for reviewing such reports and working with the Company’s legal counsel to investigate them. WHPacific takes harassment reports seriously and will make a reasonable effort to investigate them.
WHPacific does not tolerate any form of retaliation against an employee who files a harassment complaint and/or assists with a complaint investigation.
Safety
WHPacific is committed to providing a safe work environment for our employees. We have developed a safety program that includes routine and periodic employee training. In addition, employees must always comply with existing health and safety laws. WHPacific will supply appropriate personal protective equipment, and employees must wear such equipment.
Safety is everyone’s responsibility. If you become aware of a safety or health concern at WHPacific, report it to your direct supervisor, the Human Resources department, any member of management, or the designated WHPacific Safety Officer. Report emergencies immediately. If you feel your personal safety or the safety or someone else is in immediate danger, call 911. Report non-emergencies within three business days. If needed, WHPacific will supply appropriate personal protective equipment, and employees must wear such equipment.
Except where authorized by law or in connection with a valid business need, hazardous materials are not allowed on Company premises. If a hazard is identified, WHPacific will take reasonable and necessary action to eliminate it. We will also cooperate fully with government or regulatory health and safety officials when conducting reviews and inspections.
For more information, see the WHPacific Safety Manual* and Employee Policy* 8-01, found on the Company’s intranet.
*Please see Index for link to all policies
WHPacific does not tolerate any form of retaliation against any employee who reports a concern, makes a complaint, or assists with an investigation into any such report.
In general, employee reports are treated as confidential information. However, WHPacific does not guarantee confidentiality, especially if that confidentiality prevents the Company from investigating and acting on complaints.
Page 13
Workplace ViolenceWHPacific prohibits acts or threats of violence by any employee, former employee, officer, director, shareholder, or anyone for whom the Company may be legally liable.
WHPacific does not tolerate acts or threats of violence against its employees, clients, vendors, or visitors by any individual, whether or not on Company premises, at jobsites, or other workplace locations.
WHPacific will investigate reports of violence or threats of violence. If an employee is found to have violated this policy, he or she will be subject to disciplinary action, up to and including termination of employment and/or legal action.
If you see an act of violence or become aware of threats of violence, notify your supervisor, any member of management, or any member of the Human Resources department immediately. To be able to respond effectively, WHPacific needs to know about such actions as soon after they occur as possible. However, if you reasonably believe that the situation is an emergency, first contact emergency services by dialing 911, and then notify a Company official.
Employees who purposely file a false report of workplace violence will be subject to disciplinary action and possibly termination.
REGULATION AND COMPETITIONFair competition is the basis of the private enterprise system, and WHPacific supports laws that ensure equitable competition in the markets we serve. Through our business practices, we strive to increase sales by providing the best possible quality, price, service, and value to our clients, and not through any questionable means. We know that quality work, reasonable prices, and excellent service will help us to continue our success and grow into new markets. Employees should be aware of the laws and regulations that govern competition, so that they can help maintain WHPacific’s fair business practices and reputation as a fair market competitor.
Antitrust LawsAntitrust laws prohibit business practices that restrain fair trade, such as price-fixing conspiracies, corporate mergers that weaken the competitiveness of a market, and predatory practices designed to achieve and/or maintain monopoly power. WHPacific strictly complies with antitrust laws.
The Sherman Anti-Trust Act of 1890
Enacted in 1890, the Sherman Anti-Trust Act prohibits agreements among competitors to fix prices, manipulate bids, or engage in other anticompetitive activity. The Antitrust Division of the U.S. Department of Justice prosecutes Sherman Anti-Trust Act violations.
Here are a few details about Sherman Act violations:
• They are felonies.• If the offense was committed before June 22, 2004, punishment is a fine of up to $10 million for corporations and up
to $350,000 or three years imprisonment (or both) for individuals.• If the offense was committed on or after June 22, 2004, punishment is a fine of up to $100 million for corporations and
$1 million for individuals, and/or a sentence of up to 10 years.
Page 14
• For some violations, the maximum potential fine may be increased above the Sherman Act maximums to as much as twice the gain or loss involved.
• A corporation or individual convicted of a Sherman Act violation may be ordered to reimburse victims for all overcharges.
• Victims of bid-rigging and price-fixing conspiracies may sue violators for up to three times the amount of the damages they suffered.
Types of Anti-Trust Violations
Price-fixing with Competitors
Price fixing is an agreement among competitors to agree on prices for their goods or services. This restricts price competition and is against the law.
Price fixing can take different forms. Competitors do not have to charge exactly the same price, and not every competitor in an industry must join the conspiracy.
Price fixing can be agreements to:• Establish or adhere to price discounts• Hold prices firm• Eliminate or reduce discounts• Adopt a standard formula for calculating prices• Maintain price differentials between different types, sizes, or quantities of products• Adhere to a minimum fee or price schedule• Fix credit terms• Not advertise prices
Bid Rigging
Through bid rigging, conspiring competitors can manipulate prices in a competitive bid situation. Competitors agree in advance who will submit the winning bid on a contract. Just as with price fixing, it is not necessary that all bidders participate in the conspiracy. Bid rigging conspiracies usually fall into one or more of the following categories:
• Bid Suppression: Competitors who would normally bid for work, or who have previously bid for work, agree to not bid or withdraw a bid so that only one competitor—the one that the competitors all agree upon—wins the work.
• Complementary Bidding: This occurs when competitors agree to submit bids that the buyer will not accept because the bids are too high and/or they involve unacceptable terms. Such bidding may appear to be genuinely competitive, but it is not. Such schemes are designed to conceal secretly inflated prices. This is also known as “cover” or “courtesy” bidding.
• Bid Rotation: In a bid rotation scheme, all the conspirators submit bids, but take turns being the lowest bidder. Such schemes can vary. For example, competitors may take turns on contracts according to the size of the contract and/or the size of each conspirator company.
• Subcontracting: In a subcontracting arrangement, competitors who agree to not bid or submit a losing bid receive subcontracts from the successful bidder. In some schemes, a low bidder will agree to withdraw its bid in favor of the next low bidder in exchange for a secret subcontract that divides the contract revenue between them.
Page 15
Market Division
In market division or allocation schemes, competitors agree to divide markets by customers, products, or territories. Each conspirator can sell to customers or bid on contracts involving certain customers or types of customers, certain products or types of products, or certain territories. But they cannot sell to customers or bid on contracts allocated to the other competitors in the scheme.
In other market division schemes, competitors agree to not sell to, or quote intentionally high prices, or to not sell to, clients customers in geographic areas allocated to conspirator companies.
Securities LawsAs a privately held corporation, WHPacific is not subject to U.S. Securities and Exchange Commission (SEC) rules and regulations. The most publicized of these regulations, the Sarbanes-Oxley Act of 2002, mandated reforms to enhance corporate responsibility, enhance financial disclosures, and combat corporate and accounting fraud. The reforms of the Sarbanes-Oxley Act are becoming best practices for mid- to large-size corporations.
The laws that govern the U.S. securities industry are listed in the table to the right. If you would like more information about how any of these regulations impact WHPacific, contact the Company’s legal counsel.
Other Business Regulations
Federal Sentencing Guidelines
The Federal Sentencing Guidelines (FSG) require that fines and penalties be imposed on organizations for criminal violations of federal laws. However, the guidelines also state that fines and penalties may be reduced substantially if a company has an internal compliance program designed to prevent and detect violations of the law. Unlike the Sarbanes-Oxley Act, which covers only publicly traded companies, the Federal Sentencing Guidelines apply to all organizations, whether public or private. Therefore, they apply to WHPacific.
In 2004, the guidelines were updated with expanded criteria for effective internal compliance programs. Just having a code of ethics or code of conduct for employees is not enough; effective training must be provided regularly to employees. Compliance and ethics programs must be active, ongoing programs that effectively promote an ethical culture among employees. WHPacific’s Compliance Program, including this Code, is such a program.
Federal Acquisition Regulations
The Federal Acquisition Regulations (better known as FARs) govern the acquisition of supplies and services by federal executive agencies. Newer rules for federal contractors and subcontractors are part of the FARs and require federal contractors and subcontractors to:
1.Adopt and promote an internal code of business ethics and conduct
• Sarbanes-Oxley Act of 2002• Investment Advisors Act of 1940• Investment Company Act of
1940• Trust Indenture Act of 1939• Public Utility Holding Company
Act of 1935• Securities Exchange Act of 1934 • Securities Act of 1933
Page 16
2. Implement internal programs that enable and encourage employees to recognize and report misconduct
3. Develop and maintain business ethics training programs
This is mandatory when the value of a federal contract is expected to exceed $5,000,000
and the performance period is 120 days or more.
The Troubled Asset Relief Program (TARP)
TARP was implemented in 2008 to bolster the U.S. financial industry during the subprime mortgage crisis. Congress included new whistleblower provisions in TARP that require companies working on TARP-funded projects to not only provide ethics training, but also be able to produce documentation of a regular and ongoing ethics training program for all employees, regardless of their position or rank.
Environmental Laws
WHPacific is committed to conducting business in full compliance with all applicable environmental regulations. Federal environmental laws are regulated by the Environmental Protection Agency (EPA), which has ten regional offices across the nation. The states and Native American tribes are responsible for issuing permits and for monitoring and enforcing compliance with these laws.
Honest Leadership and Open Government Act
Recent investigations have led to government initiatives designed to eliminate corruption, including the Honest Leadership and Open Government Act of 2007, which:
• Strengthened public disclosure requirements for lobbying activities and funding;• Placed more restrictions on gifts for members of Congress and their staff by lobbyists and organizations that employ
lobbyists; and• Imposed restrictions on post-employment discussions with covered legislative personnel.
Gift Restrictions for Members of Congress and Lobbyists
The gift restrictions are subject to existing House and Senate gift rules, which have many exceptions, including:
• Widely attended events (with more than 25 people from the general public, not just one company’s employees)• Receptions• Food or refreshments of nominal value• Charity events• Political events• Items of nominal value (worth less than $50 and less than $100 total per year from one source); however, gifts valued
at less than $10 do not count toward the $100 limit.• Personal friendship• Gifts from relatives• Home state products• Plaques and trophies• Anything paid for at market value by the official• Contributions made in accordance with the Federal Election Campaign Act of 1971 or attendance at a fundraising
event sponsored by a “political organization.” The 1986 Internal Revenue Code defines a political organization as a party, committee, association, fund, or other organization (incorporated or not) organized and operated primarily for the purpose of directly or indirectly accepting contributions or making expenditures, or both, for an exempt function.
Page 17
• Lawful contributions to legal expense funds established for the benefit of members, officers, or employees of Congress. These contributions are subject to the disclosure requirements of the Select Committee on Ethics. Not included in this exception are contributions or other payments made by a registered lobbyist or an agent of a foreign principal to a legal expense fund established for the benefit of a Congressional member, officer, or employee.
• Gifts from other members, officers, or employees of the Senate or House• Honorary degrees• Awards or prizes in contests open to members of the public
WHPacific does not routinely interact with Congress, but our parent company, NANA Development Corporation, may. Therefore, employees must contact WHPacific’s legal counsel for guidance before lobbying, employing lobbyists, hosting site visits, making gifts to, or sponsoring events likely to be attended by members of Congress. There can be criminal liability for even minor violations. And even lawful gifts can give rise to bribery or gratuity allegations if they are perceived to be tied to official action or favorable treatment.
Interaction with the Executive Branch
There are new ethics rules governing a company’s interaction with Executive Branch employees. There is now a two-year ban on post-employment lobbying for very senior personnel. In addition, Executive Branch employees may not receive gifts from a “prohibited source,” defined as any company seeking official action from, doing, or seeking to do business with the agency or given “because of the employee’s official position.” This exclusion may apply to the government contractors that WHPacific routinely works with. While there are exceptions to the Executive Branch gift giving restrictions similar to the many House and Senate rule exceptions, WHPacific’s policy is to prohibit the giving of gifts to Executive Branch employees, including government contracting officers.
To the extent permitted by law, WHPacific may sponsor and pay the administrative costs of political action or effective citizenship programs. Also, where our experience can be helpful, the Company may offer recommendations concerning legislation or regulations being considered.
Further, the Company may analyze and take public positions on issues when our experience can add to the understanding of such issues.
Small Business Administration (SBA) Business Development Programs
The U.S. Small Business Administration administers two particular business assistance programs for small disadvantaged businesses (SDBs). These programs are:
• The 8(a) Business Development Program• The Small Disadvantaged Business Certification Program
Page 18
The 8(a) Program offers a broad scope of assistance to socially and economically disadvantaged firms. However, the SDB certification is more limited and applies only to federal procurement situations. 8(a) firms automatically qualify for SDB certification.
WHPacific is not a certified 8(a). However, we are an Indian-owned Economic Enterprise.
Minority Business Enterprise
WHPacific qualifies as an Indian Owned Enterprise as defined in Section 3(e) of the Indian Financing Act of 1974. WHPacific also qualifies as an Indian-Owned Business based on its status as a wholly-owned subsidiary of an Alaska Native Corporation (see 43 USC §1626). And under the Buy Indian Act (25 USC §450b), the definition of “Indian Tribe” includes Alaska Native Corporations such as WHPacific.
Intentional disregard for SBA-established policies and procedures can have a disastrous effect on WHPacific. Employees engaged in business development, procurement, or related business areas must become familiar with and comply with the established SBA and Federal Acquisition Regulations rules and processes.
SummaryThis Code cannot list every situation you may encounter or every decision you may make in your day-to-day activities as a WHPacific employee. The Company expects you to use good business judgment and apply your understanding of this Code and other WHPacific policies and procedures to help guide your business conduct. In addition, the Company provides you with various resources for support and guidance. If you have questions or concerns about a situation, issue, or potential course of action, talk to your supervisor, a member of senior management, the Human Resources department, or the Compliance Officer. You can also use the confidential Report It hotline and web site if you want your identity to remain anonymous.
An Indian-owned “Economic Enterprise” is any Indian-owned commercial, industrial, or business activity established or organized for the purpose of profit, provided that such Indian ownership shall constitute not less than 51 percent of the enterprise.
Page 19
IndexKickbacks 6Loans 7Lobbying 16, 17
Lobbyists 16
Mandatory harassment training 3Military employees, hiring of current or former 5Minority Business Enterprise 18
NANA Development Corporation 1, 17
Open door policy 3Principal 3Privacy
expectations of 8, 10, 11
Prohibited source 9, 17
Reasonable accommodation. See Americans with Disabilities Act (ADA)
Reporting practices 4Report It 3, 12, 18
Sarbanes-Oxley Act 15
Secondary employment 5Sherman Anti-Trust Act 13
Small Business Administration 18
TARP (Troubled Asset Relief Program ) 16
Termination 3, 4, 7, 11, 13
Trade secrets 9Travel
business travel 1, 4, 6, 11
U.S. House of Representativesexceptions to House gift rules 17
House gift rules 17
U.S. Senateexceptions to Senate gift rules 17
Senate gift rules 17
Violations, duty to report 3, 13
Violence. See Workplace violence
WHPacific’s values 1Work for hire 8
Workplace violence 13
* All policies can be found in more detail here:http://compass.whpacific.com/_Sections/Employee/Policies/
Accounting practices 4ADA. See Americans with Disabilities Act (ADA)
Americans with Disabilities Act (ADA) 9Bribes 6Buy Indian Act 18
Code of Business Ethics and Conduct Policy Statement 2Compass 1
Company intranet 1, 7, 10, 12
Compliance Officer 2, 3, 4, 5, 7, 8, 9, 12, 18
Compliance Program 1, 2, 15
Confidential information 8, 9, 12
Conflicts of interest 4Corrective action 11
Criminal 4, 8, 10, 15, 17
Drug Free Workplace Act 10
Drugs and alcohol 10
Employee Assistance Program (EAP) 10
Employeesformer 5, 13
Employmentprimary 5with WHPacific 4
Endorsements 5Ethics and Compliance Program 1FARs. See Federal Acquisition Regulations (FARs)
Federal Acquisition Regulations (FARs) 15, 18
Federal employees, hiring of current or former 5Federal Sentencing Guidelines 15
Generally Accepted Accounting Principles (GAAP) 2, 4
Gifts 6limitations on 6limited exclusions 6
Gratuities 6Harassment 12
Independent business opportunities 5Indian Owned Enterprise 18
Inside information 9Intellectual Property 7, 8
Internal compliance reviews and audits 2
