Code of Ethics
     
 
 

Dear Colleagues,

We take great pleasure in publishing the first code of ethics for the Zener Fire & Security group. This will guide us in our business activities and help us to define what is ethical, acceptable behaviour and what is not. Ethics and legal compliance are at the heart of what we do and how we work. They help enhance our reputation and drive our performance and growth.

Please read this Code carefully and note that related training is required for all employees. Both will guide you in resolving questions and identifying ethical or legal matters in areas such as accuracy of financial records and reports, sales practices, improper payments, conflicts of interest, export controls and government contracting.

Our business practices officers are available to answer questions, provide guidance, deliver training and respond to your concerns. We encourage you to contact them anytime.

We are all responsible for ethics and compliance. We are relying on you to keep them among your highest priorities.

Thank you for all your hard work and support

Muneer A. Shk. Mohd. Sharif



 
OVERVIEW
 

This Code of Ethics applies to Zener Fire & Security LLC (“Zener F&S”) and all its subsidiaries and controlled entities. In addition to stating rules that govern our actions, the Code is an expression of fundamental values and represents a framework for decision-making. The Code will be further explained and implemented by Code Supplements and by the company’s policies and procedures.
The foundations of ethical business practices at Zener F&S are the following:

  • We will obey the law.
  • We will act in good faith.
  • We will consider the impact of our decisions on our stakeholders and seek fair resolutions.
  • We will communicate openly and effectively with our stakeholders.
  • We will seek always to build trust, show respect, and perform with integrity.

The integrity, reputation and profitability of Zener F&S ultimately depend upon the individual actions of our directors, officers, employees and representatives. Each is personally responsible and accountable for compliance with this Code.

 
 

 
OUR PRINCIPLES - HOW TO MAKE DECISIONS
 

Zener F&S is committed to the highest standards of ethics and business conduct. This encompasses our relationships with our customers, our suppliers, our shareowners, our competitors, the communities in which we operate, and among employees at every organizational level.

Our Customers
We will provide high quality and value, competitive prices, and honest transactions to those who use our products and services. We will deal lawfully and ethically with our customers.

Our Employees
We will treat employees fairly. We will respect the interests of employees in privacy and treat employees with dignity and respect. We are committed to providing safe working conditions and an atmosphere of open communication for all our employees.

Our Suppliers and Partners
We will deal fairly with our suppliers and partners. We will seek long-lasting business relationships, without discrimination or deception.

Our Shareowners
We will work to provide a superior return to our shareowners. We will safeguard the value of their investment through the prudent use and protection of company resources, and by observing the highest standards of legal and ethical conduct in all our business dealings.

Our Competitors
We will compete vigorously, independently and fairly, basing our efforts on the merits of our competitive offerings.


 

 
OUR STANDARDS OF CONDUCT - HOW WE PERFORM
 

1. Quality & Safety
Zener F&S’s products must be designed, produced and delivered with the primary consideration
of the safety and health of our customers, product users, employees, and others who may be affected. All operating units have the responsibility to design, manufacture, and deliver high quality products. All required inspection and testing operations must be completed properly.


2. Marketing & Selling
Zener F&S will compete in the global marketplace on the basis of the merits of our products and services. We will sell our products and services honestly and will not pursue any sale that requires us to act unlawfully or in violation of these standards. In making comparisons to competitors, care must be taken to avoid disparaging a competitor through inaccurate statements.

All persons acting on behalf of Zener F&S will abide by the laws relating to improper payments.

Business gifts that are customary and reasonable in frequency and value are generally permitted. A gift is never permitted if intended in exchange for favourable treatment or if prohibited by the policies of the recipient or his/her employer.

Zener F&S will not offer or pay any bribe.

   
3. Protecting Information Belonging to Others
Zener F&S respects the legitimate proprietary rights and trade secrets of our customers, suppliers, and third parties. In the highly competitive global marketplace, gathering information about our competitors and competing products and services is a necessary and routine element of business. In gathering competitive information, Zener F&S will not utilize any improper means such as theft or deception. Personal information collected from customers, suppliers and other visitors to Zener F&S’s internet and other sites will be protected in accordance with all applicable laws.
 

IN BRIEF...

  • We design, manufacture, and service our products so that the rest of theworld can depend on them.
  • We compete on the merits of our products and services.
  • We sell our products and services honestly.
  • We protect Zener F&S’s assets.
 

4. Protecting Company Assets
Zener F&S’s assets, including tangible assets (such as facilities, money, equipment, and information technology systems) and intangible assets (such as intellectual property, trade secrets, invention disclosures, sensitive business and technical information, computer programs, and business and manufacturing know-how) will be used properly and as authorized by management.

Zener F&S’s assets will not be used for personal gain. All business transactions must be authorized
by management and comply with delegations of signature authority and processes for internal review and approval.

5. Accuracy of Records
All assets, liabilities, revenues, expenses, and business transactions must be completely and accurately recorded on Zener F&S’s books and records, in accordance with applicable law, accepted accounting principles, and established Zener F&S financial policies and procedures. Budget proposals and economic evaluations must fairly represent all information relevant to the decision being requested or recommended. No secret or unrecorded cash funds or other assets will be established or maintained for any purpose.
Zener F&S will advise customers and suppliers of errors and promptly correct the error through credits, refunds or other mutually acceptable means.

6. Government Procurement
Zener F&S will comply with governmental procurement laws and rules as they apply around the world. Zener F&S will take special care to comply with the unique and special rules that apply to contracting with the U.S. Government. At all times, Zener F&S will follow all governmental rules around the world in relation to fair competition, will honour restrictions applying to governmental employees (e.g., gifts and emploment), will deliver products and services that conform to specifications, will adhere to government accounting and pricing requirements, will claim only allowable costs, and will ensure the accuracy of data submitted.

7. Equal Employment Opportunity
Zener F&S will treat employees and applicants for employment fairly, based only on factorsrelated
to Zener F&S’s legitimate business interests. Zener F&S strives to assure that it has an enduring competitive advantage in the quality and talent of its workforce.

 
8. Workplace Environment
Zener F&S is committed to providing its employees a workplace that is free from known safety and health hazards, and a work environment free from discrimination, harassment, or personal behaviour not conducive to a productive work climate. Zener F&S entities will abide by applicable laws and regulations regarding possession or use of alcohol, drugs, and other controlled substances. Zener F&S prohibits employees and others from being intoxicated while on company premises. Zener F&S prohibits the use, sale, purchase, transfer,
possession or presence in one’s system of controlled drugs while on company premises. This prohibition, of course, does not apply to drugs which are medically prescribed and used lawfully.
 

IN BRIEF...

  • We keep accurate and complete records.
  • We strictly follow the special rules of government procurement.
  • We treat each other fairly and with respect.
  • We relentlessly pursue workplace safety.
 
9. Employee Privacy
Zener F&S respects the privacy interests of its employees. Zener F&S will comply with applicable laws in all jurisdictions where Zener F&S collects, uses, or discloses employee personal information. Personal conduct, unrelated to Zener F&S, is not Zener F&S’s concern, unless such conduct impairs the employee’s work performance or affects the reputation or other legitimate business interests of Zener F&S.
 

10. Employee Communications
Zener F&S will provide its employees with timely information on business results, product performance, customer relations, and employee achievements. Communication channels will be provided that encourage self-expression and open discussion relative to employee opinions, attitudes, and concerns. One channel of communication is the employee survey, which is generally conducted every other year and which solicits input on a wide range of subjects, such as compensation, management’s performance, and business ethics.

11. Employee Development
Zener F&S is dedicated to promoting employee development through assistance in improving and broadening work-related skills and learning.

 

12. Compensation & Benefits
Zener F&S will attract, motivate and retain competent, dedicated people by designing compensation and benefits programmes that are competitive in our worldwide marketplaces.

13. Conflicts of Interest
Zener F&S’s directors, officers, employees, and representatives must be loyal to Zener F&S and deal with suppliers, customers and others in a manner that avoids even the appearance of a conflict between personal interests and those of Zener F&S. Specific guidance can be obtained from the company’s business practices officer for resolving possible conflict, including:

  • The direct or indirect financial or stock ownership interest in Zener F&S suppliers, customers or competitors.
  • Seeking or accepting gifts or any form of compensation from suppliers, customers or others doing business, or seeking to do business with Zener F&S.
  • Directorships, employment by, or voluntary service rendered to another company or organisation.
  • The personal use of corporate assets (including, for example, tangible property, proprietary information, non-public information, or business opportunities).

Actual and potential conflicts must be disclosed to Zener F&S for review. When in doubt, seek guidance from the Business Practices office.

 
14. Confidentiality
Zener F&S’s directors, officers, employees and representatives must maintain the confidentiality of all company private information and not disclose this to any third party except with the consent of the company’s most senior officer. Zener F&S’s directors, officers, employees and representatives (and their immediate family) must not buy, sell or otherwise trade securities while aware of material, non-public information.
 

IN BRIEF...

  • We communicate honestly with all stakeholders.
  • We support and pursue lifelong learning.
  • We are loyal to Zener F&S and avoid conflicts of interest.
  • We appropriately use and protect information.
 

15. Representatives
All representatives (in addition to directors, officers, or employees) of Zener F&S must act on behalf of Zener F&S in a manner consistent with the Code. Zener F&S will not use any representative to circumvent standards of conduct described in this Code.

16. Partners & Suppliers
Zener F&S purchases equipment, supplies and services on the basis of merit. Zener F&S’s partners, suppliers, vendors and subcontractors will be treated with fairness and integrity and without discrimination.

17. Shareowner Communications
Zener F&S will ensure that all the reports, communications, and information it provides to its shareowners, orally, electronically or in writing, are full, fair, accurate, timely, and understandable, with no material omissions.

18. Protecting the Environment
Zener F&S will conduct its operations in a manner that safeguards the natural environment. All required permits will be obtained; the terms of all permits will be upheld; and efforts will be made to minimize waste.

 

19. Involvement in the Political Process
Zener F&S will comply with all national, state and local laws regulating Zener F&S’s participation in political affairs, including limitations on contributions to political parties, national political committees, and individual candidates. Those who make contacts on behalf of Zener F&S with political parties, candidates, elected officials, or governmental officials must comply fully with all applicable laws and Zener F&S policies (including this Code).

Zener F&S will not offer or pay any bribe.

Personal participation in political activities, including contributions of time or financial support, is a personal decision and will be entirely voluntary.

 

IN BRIEF...

  • We do not circumvent the Code.
  • We treat suppliers fairly and with respect.
  • We improve the quality of life in our communities.
  • We protect the natural environment.

 

20. International Trade
Various governments and multinational organizations control the international movement of certain commodities, manufactured products, technical data, and services, and maintain full or partial trade embargoes and economic sanctions on certain targeted countries, entities and individuals. These controls may apply to imports, exports, financial transactions, investments, and other types of business dealings. Zener F&S will comply fully with these laws. We must remember that an export of technical data can be electronic, oral or visual, and that an export can take place even without technical data moving between countries. Some countries also prohibit or control re-export of items beyond their original destination.

21. Antitrust Laws
Zener F&S will comply with the antitrust laws (also known as competition laws) of every jurisdiction in which we do business. We will not engage in bid rigging; we will not fix prices; we will not allocate markets; and we will not abuse market power. We will not communicate with competitors regarding the marketing and sale of our products and services. For example, we will not discuss prices, costs, profits, or marketing strategies.

22. Local Laws & Customs
Zener F&S is a company serving markets worldwide, often doing business under laws, cultural norms, and social standards that differ widely across regions and countries.

Zener F&S will abide by the national and local laws of the countries in which we operate. If a conflict arises with respect to laws applicable between countries, legal advice should be taken.

Zener F&S will not knowingly facilitate illegal conduct or fraud by others, regardless of local norms.

 

23. Citizenship and Human Rights
Zener F&S is committed to good citizenship and believes that engagement with others improves the human condition. For our employees, Zener F&S assures safe work. Zener F&S does not use child labour or forced labour. Zener F&S works to protect the environment, maximize the efficiencies of our products, and reduce waste, emissions and energy consumption. As affirmed in other sections of the Code, Zener F&S obeys the law, does not discriminate in personnel practices, and does not engage in corrupt practices. In addition to its own commitments, Zener F&S expects direct suppliers to adopt suitable codes of business conduct.

 

IN BRIEF...

  • We respect the Code as more than a set of rules. It is a guide that helps us deliver on our Commitments.
  • We obey the law, perform in good faith, communicate openly, and seek fair outcomes.
  • We ask questions, raise concerns, and call attention to problems.
  • Put simply, we build trust, show respect, and perform with integrity.
 

 
OUR CODE OF ETHICS - HOW WE COMPLY
 

Complying with this Code of Ethics
Each director, officer, employee of Zener F&S must comply with this Code and its associated supplements and policies.

Managers at all levels of Zener F&S are responsible for creating and fostering a culture of ethical business practices, encouraging open communications, and instilling an awareness of and commitment to this Code of Ethics.

Failure to comply with this Code or any its requirements will result in appropriate discipline, up to and including discharge. Discipline will be determined by the operational management in conjunction with the lead Business Practices officer, and principles of fairness and equity will apply.

Asking Questions & Raising Concerns
Questions regarding this Code, its application to specific circumstances, and reports of actual or suspected violations can be raised to any level of the supervisory chain, a Business Practices Officer, Human Resources, or by making contact with the Business Practices office, openly or anonymously, through the company’s Comments Box located at each company site.

Each director, officer, employee, and representative is personally responsible for raising to Zener F&S’s attention any actual or suspected violations of this Code of Ethics, its associated supplements and policies, or any law or regulation.

Zener F&S prohibits any retribution against any person for reporting anything he/she reasonably
believes constitutes a violation or suspected violation. In addition, Zener F&S prohibits any retribution against any employee who raises, in good faith, any concern with respect to policies or practices used within a business. However, the use of these communication channels to report wrongdoing will not absolve anyone from accountability for personal involvement in any wrongdoing.

Implementing this Code of Ethics
This Code of Ethics has been adopted by Zener F&S’s Board of Directors. “Zener F&S” as used throughout this Code, includes Zener F&S’s subsidiaries and controlled entities. The Code applies to all directors, officers, employees, and representatives, including consultants and agents. Zener F&S’s General Manager and Chief Business Practices Officer are together responsiblefor implementing this Code through Code Supplements, and associated policies and procedures

Notes
The Code is publicly available on-line at www.zenerfire.com.
The Code, Code Supplements, and associated policies and procedures are available for employees from the HR department on request.

 
 
 
 
 
     
 
   
   
   
   
   
   
   
   
   
   
   
   
 
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