Export Matters and International Business Relationships

Export Administration and International Economic Sanctions

Although the Company operates in many countries throughout the world, as a United States company it must comply with the export administration and international economic sanctions laws of the United States. Company policy requires that the Company conduct all of its business and export its services, products and technology in compliance with such laws. There are no exceptions to this policy.

The Company has established a comprehensive internal monitoring program to ensure compliance with such laws. The requirements of these laws are complex and sometimes difficult to understand. Any questions concerning the requirements of this policy or the applicable law should be addressed to the export control manager or the Law Department. All Company Directors, employees and agents must observe all requirements of the internal controls program and act in compliance with these laws.

Reference: Corporate Policy 3-0010

Boycotts

Applicable laws and Company policy prohibits cooperation with certain boycotts imposed by the laws of other countries. Applicable United States laws also require that the Company not provide certain information concerning the identity and nationality of its employees, Directors, shareholders, subcontractors and suppliers, or information about where the Company does business when such information is requested to support a prohibited boycott. The Company is also required to report requests it receives to support such boycotts even though it does not comply with such requests.

Sometimes requests to support a prohibited boycott are hard to detect. All employees and agents who are likely to come in contact with such requests must be fully aware of the details of this policy.

Reference: Corporate Policy 3-0011

International Business Relationships

The Company often enters into business relationships with other persons and companies outside the United States. These "International Business Relationships" take the form of agency agreements, joint ventures and other forms of business combinations. Company policy governs the manner in which it will enter into and manage these business relationships.

The term "International Business Relationships" includes the following:

  • Employment of an agent, sales representative, sponsor or any other party to assist the Company to obtain business or promote the distribution, marketing or sales of its products and services, including a licensing agreement where another party distributes, markets or sells the products, services or technology of the Company;
  • Entering into a joint venture, consortium, partnership, shareholder agreement or any other arrangement where another party obtains an equity interest in an entity owned by the Company, or a share of the profits from the business of a joint venture, consortium, partnership or entity owned by the Company;
  • Entering into a contract or subcontract where another party will perform the majority of the work to be performed under the Company's contract.

While International Business Relationships are useful in the conduct of the Company's business, they must be adequately subject to the Company's systems of control to protect the Company's assets against unauthorized use. Also, the Company may be held accountable for actions taken by agents and others on its behalf. Thus, Company policy requires that selection of other parties with whom the Company will join in International Business Relationships must be subject to appropriate management control and investigation.

All proposed agreements establishing or amending such relationships must be carefully reviewed by legal, financial and management personnel prior to signing the agreement.

Further, these agreements must require that the other parties agree to comply with the Company's Code of Business Conduct for International Business Relationships. This separate code of conduct applies to International Business Relationships. It includes many of the same requirements as the Company's Code of Business Conduct. Any employee who has responsibilities with respect to International Business Relationships must be familiar with the more detailed applicable Company policies.

Reference: Corporate Policy 3-0007