november 22, 2015 copyright © 2010 wecomply, inc. all rights reserved. code of conduct note to...

April 20, 2023

Copyright © 2010 WeComply, Inc. All rights reserved.

Code of Conduct

Note to Trainer

April 20, 2023


Introduction

Code of Conduct

Ethics and Compliance Basics

April 20, 2023 Copyright © 2010 WeComply, Inc. All rights reserved. 3

Federal Acquisition Regulation requires federal contractors/subcontractors to —

• Adopt Code of Business Ethics and Conduct

• Implement internal controls to encourage reporting ofmisconduct

Rules are designed to —

• Address waste, fraud and abuse

• Enhance integrity of procurement system

• Promote regulatory clarity and consistency

Federal Acquisition Regulation Compliance



We expect our employees —

• Not to misrepresent our position

• To promptly correct anything that seems to bemisunderstood

• To follow established accounting procedures thatensure complete and accurate recording of businesstransactions

• To report suspicions of improper accounting or auditing practices to a supervisor, audit-committee member or Legal Department

There will be no retaliation against employees who report questionable accounting or auditing matters

Honesty and Fairness



Keep these rules in mind:

• Represent our products accurately and in accordance with authorized labeling

• Statements about products must conform withall contractual requirements

•Never misrepresent information about pricing,contract status, place of manufacture, U.S.content or other terms of sale

• Everything must comply with contract specifications, requirements and clauses

Communication with Government Customers



Pop Quiz!Gil works in sales for XYZ Inc., and he has finally convinced Marge, a government customer, to place an order. Although everything that Gil said in his sales pitch was true, Marge made a comment indicating that she had misinterpreted something Gil said. Gil's concerned that if he revisits this topic, Marge may change her mind about the order. Should Gil correct her?

A. No, as long as everything he said was true.

B. Maybe, if Marge asked him a direct question about it.

C. Yes.



Pricing Mandates

Government contracts often require us to offer the government pricing that matches or is lower than lowest price offered to other customers

Defense Supply Center ("DSC") contracts —

• Require that price we offer is based on standard listpricing

• Obligate us to monitor product pricing on ongoingbasis

• Automatically provide additional discounts tomaintain "Most Favored Customer" status

Be alert for pricing mandates when submitting proposals, negotiating contracts and pricing/invoicing orders



Government Supply Contracts

You may need to deliver copies of documentation to purchasing officials

•DSC contracts

• Federal Supply Schedules

•Multiple Award Schedules

Before quoting pricing —

• Consult appropriate contractual documentation

•Never make false or misleading statements

•Never create document/invoice that misrepresents any information

• Be aware that Schedule pricing, terms and products can change



Government Supply Contracts (Cont’d)

You may need to deliver copies of documentation to purchasing officials

•DSC contracts

• Federal Supply Schedules

•Multiple Award Schedules

Before quoting pricing —

• Consult appropriate contractual documentation

•Never make false or misleading statements

•Never create document/invoice that misrepresents any information

• Be aware that Schedule pricing, terms and products can change



Pop Quiz!Sam received a letter from a government agency demanding that several items of information be provided as soon as possible. What should he do first?

A. Make a follow-up call to ask for details.

B. Notify the Legal Department.

C. Send the requested information immediately.



Other government contracts require —

• Integrity of pricing data, statements, reports and information

• Prior verification of information for accuracy andcompleteness

• Disclosure of material information anddocumentation of required disclosures

When in doubt as to accuracy and/or completenessof any information, check with legal counsel orother appropriate individual

Other Government Contracts



Conflicts of Interest

Conflict of interest: Personal/private interest that interferes with your abilityto do your job fairly and ethically

Our policy —

• Don't compete with our organization

• Don't let business dealings be influenced bypersonal interests

Conflict settings:

• Giving or offering gifts or favors to government employees

• Receiving gifts or favors that influence your business judgment

• Participating in activities that compete with our organization

• Allowing family or personal relationships to influence your judgment



Conflicts of Interest (cont’d)


Our policy —



Conflict settings:









Our policy —



Conflict settings:








Transactions with government employees must be at "arm's length"

• Each side must be free to act independently — without any pressure or duress

Relationships with government employees aresubject to "organizational" conflict if —

• Our objectivity is compromised

• We have an unfair competitive advantage — e.g., due to previous government work

Be aware at all times for the potential of a conflict of interest, organizationalor otherwise



Pop Quiz!

Fill in the blank: To avoid a conflict of interest, our government customers should not feel _______ ______ us, other than for what has been agreed to by contract.

A. "resentment toward"

B. "indebted to"

C. "aggrieved by"



Rules of conduct while procurement is pending:

1. Never offer or give anything of value to a procurement official

2. Don't request or accept governmentsource-selection information

3. Don't request or accept non-publiccompetitor-proprietary information

4. Don't even look at "Source Selection" or competitor-proprietary information during procurement — except under advisement of legal counsel

Rules for Procurements



Conduct of former government employees and military officers is heavily regulated

When interacting with current/former governmentemployee or military officer —

• Refer inquiries about employment opportunities tolegal counsel

• Don't offer/promise employment unless approved bylegal counsel

• Don't employ former DoD officials who have left the DoD within two years without proper ethics opinions

Follow additional policies and procedures when hiring former government employee

Hiring Government Employees



Hiring Government Employees (cont’d)









Almost everything you produce at work is a "record" of our organization

Under FAR we must —

• Maintain accurate and complete records

• Promptly and accurately record transactions and timeworked

• Maintain records even after contract/performance has ended

Any attempt to alter, destroy, conceal or falsify records may be considered obstruction of justice

Be alert for notification to suspend normal record-management procedures and preserve records scheduled for disposal

Record Management



In the news…



We must provide full cooperation with investigation, audit or corrective action, including —

• Furnishing accurate and complete information promptlyupon request

• Cooperating fully with government auditors andinvestigators

• Being truthful in all communications

• Never discouraging the report of illegal activity to appropriate authority

If you receive request for information in connection with audit or investigation, contact Legal Department immediately

Government Audits



It is a violation of federal law to offer, pay or authorize payment —

• To improperly influence judgment or conduct of individuals, customers, etc.

• To reward government official for favorable treatment

• To win or retain business or influence act/decision ofgovernment official, political party or candidate

• To gain any improper advantage

Federal law also limits our ability to enter into contingent-fee arrangements

Consult with legal counsel before entering into contingent-fee arrangement with government employee or agency

Improper Payments



Improper Payments (cont'd)

It is a violation of federal law to offer, pay or authorize payment —

• To improperly influence judgment or conduct of individuals, customers, etc.

• To reward government official for favorable treatment

• To win or retain business or influence act/decision ofgovernment official, political party or candidate

• To gain any improper advantage

Federal law also limits our ability to enter into contingent-fee arrangements

Consult with legal counsel before entering into contingent-fee arrangement with government employee or agency



Pop Quiz!

Which of the following best describes an improper payment under FAR:

A. Anything of value to the recipient.

B. Money.

C. Money or gifts worth at least $100.



Federal law prohibits us from using federal funds to influence or attempt to influence executive agency or member of Congress in connection with —

• Awarding of federal contract

• Extension, renewal or modification of federalcontract

Federal law also requires us to disclose lobbying contacts

You must obtain approval of legal counsel to —

• Make a political contribution with our funds

• Use our property, services or other assets for political purposes

Lobbying Restrictions



Penalties for violation include —

• Disciplinary action, up to and including termination

• Civil and/or criminal penalties

If you are unsure about conduct, consult withcompliance officer or legal counsel

You must report violations promptly

• Failure to report is a violation of our Code

• Reports will be treated confidentially to fullest extent possible

• We will investigate and attempt to resolve or correct the situation

If violation involves a government employee, we may report to appropriate Inspector General of department or agency

Violations



Retaliation is a serious violation of the Code and may also violate the law

Retaliation includes adverse action against the individual, e.g. —

• Demotions/terminations

• Transfers to less desirable location/position

• Assigning more or less work

• Other mistreatment

Everyone should feel free to report misconduct

Protection from retaliation does not preclude legitimate disciplinary action justified by individual's misconduct or poor performance

Retaliation



Final Quiz

http://test.wecomply.com/files/acc/games/far_code.htm

April 20, 2023


Questions?

April 20, 2023


Thank you for participating!

This course and the related materials were developed by WeComply, Inc. and the Association of Corporate Counsel.

november 22, 2015 copyright © 2010 wecomply, inc. all rights reserved. code of conduct note to...

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