I. Policy It is the policy of NEC America, Inc. ("the Company") that its employees, officers and representatives conduct their activities in compliance with all applicable laws and highest ethical standards. II. Scope This Policy governs the conduct of employees whenever or wherever they are conducting Company business, or dealing with employees, suppliers, dealers or other business associates of the Company. All employees are urged to make this Policy known to those with whom they deal, and to incorporate this Policy into agreements with consultants, vendors, dealers and other business associates. This statement of policy, however, is not intended to be all inclusive, and there are other policies that will provide more detailed explanation of the Company's policies relative to relationships between and among our suppliers, customers, competitors, employees and the world community. Information about these policies is available from Human Resources personnel and on the Company Intranet. All Company employees have a continuing obligation to familiarize themselves with applicable law and Company policy. III. Code Of Conduct It is the policy of the Company that its employees, officers and representatives conduct their activities consistent with generally recognized standards of business ethics. By way of example and not limitation, all employees, officers, and representative should: A. Be truthful, forthright and honest in dealings with fellow employees, customers, vendors, business associates and business acquaintances. B. Never threaten to take action in business dealings or with other employees which is contrary to law or our Company policies, unethical or which is beyond the scope of your authority. C. Never engage in misrepresentation, deception or fraud in business dealings or in their interaction with other employees. D. Notify appropriate Company officers immediately of any illegal or unethical conduct which comes to their attention. Page 1 of 14
IV. Compliance With Laws Related To Our Business Many laws and regulations govern the conduct of business in the United States and in other countries where the Company may carry on business, nor or in the future. The Company must make every effort to understand and comply with, all laws and regulations governing the conduct of its business, wherever that may be. A. Awareness of Laws and Policies The Company's commitment to compliance requires that all officers and employees make the effort to understand the law and the Company's policies. The Company provides training, newsletters, and also presents educational information on the Infopath to help you in this effort. It is part of your responsibility as an employee or officer to participate in and use these materials. B. Creating and Maintaining Accurate Records and Accounts The Company's commitment to compliance requires that we maintain accurate and complete records of all our business and financial transactions consistent with applicable record retention policies. Misrepresentation or failure to disclose facts, or making of any false records violates this policy. Monitoring Compliance The Company's commitment to compliance also requires that from time to time, we conduct audits and investigations to see "How are we doing?" Complete cooperation and candor are required during these audits. C. Reporting Misconduct The Company's commitment to compliance also requires that all employees and officers report any incident or situation which may potentially violate the law or this policy to the General Counsel. Reports may be submitted anonymously over the Ethics and Legal Compliance Hotline on the Infopath at the Legal Division Home Page or by sending such report to the attention of the General Counsel of the Company via intra-office or U.S. mail. Page 2 of 14
V. Areas of Special Attention General Counsel NEC America, Inc. 6555 North State Highway 161 Irving, Texas 75039 Some areas of the law have a more far reaching impact on the Company than others. These areas are discussed below. A. Compliance with Antitrust Laws The Company's programs and decisions for distribution and sale of products must comply with the antitrust laws of the state and federal government. The Legal Division publishes materials for non-legal personnel to explain this complex area of the law. At a minimum, all employees, officers and directors should be aware that serious legal consequences, including in some cases criminal fines and penalties, may result from: Setting Prices with Competitors or Resale Prices for Distributors Agreeing with Competitors on bidding terms or whether or not to submit a bid Agreeing with competitors to allocate customers or territories Charging different prices for the same products to NEC distributors who compete with each other for those products B. Export compliance International transfers of equipment and technology are subject to complex federal export control laws and regulations which may contain prior approval and reporting requirements. If you participate in this type of business activity, you must know, understand and strictly comply with these regulations or contact the Legal Division for advice (For specific assistance, employees are directed to the Company's Corporate Export Compliance Policy). Page 3 of 14
C. Environmental Compliance The Company is committed to full compliance with environmental laws and regulations and fully supports the goals of conservation, recycling and waste reduction. Officers and employees are required to report immediately to an appropriate Company representative (e.g. environmental quality control manager), any release into the atmosphere, land or water of any substance which may cause physical injury or damage to the environment. D. Marketing and Advertising Laws and Media Relations Representations concerning the Company and its services and products must be truthful, and must be factually supported (e.g. by market surveys, independent testing and the like) prior to release to news, advertising or other media or any other form of public dissemination of the information. E. Employment Laws The Company has adopted policies addressing appropriate workplace behavior and respect among employees. We emphasize the importance of these to the compliance effort as well. (For specific assistance, employees are directed to the Company's Policy Against Harassment and the Company's periodic EEO statements.) F. Government Investigations and Private Litigation Government Matters 1. If anyone in the Company is contacted by a government investigator or obtains any information that would lead one to reasonably believe that a government investigation or inquiry is underway or about to begin, the government investigator should be referred to the Legal Division, or the information concerning the investigation or inquiry should be communicated immediately to the Company's Legal Division, as the case may be. No response to the inquiry should be made except after consultation with the Legal Division. This does not apply to ongoing proceedings when the Legal Division is aware of the need for direct contacts (e.g. IRS Audits) or where the matter does not involve a potential violation (e.g. statistical or information requests). Page 4 of 14
2. Private Litigation Similarly, attorneys or investigators for private companies or individuals may contact you by telephone, in person or in writing seeking Company information or documents. All such inquiries should be referred to the Legal Division, and no substantive response made, except after consultation with the Legal Division. G. Use of Company Assets The use of Company time, material or facilities for purposes not directly related to Company business is prohibited. All employees are responsible for complying with each and every requirements of all contracts and license agreements with the Company. VI. Conflicts of Interest All officers and employees are expected to avoid any conflict between their personal interests and the lawful goals and objectives of the Company in dealing with suppliers, customers, distributors, representatives, and all other organizations or individuals doing or seeking to do business with the Company. This obligation includes not only those acts formalized by written contracts, but also everyday business dealings. A. Outside Employment Employees and officers of the Company may not, directly or indirectly, through a family member or other person acting on their behalf, serve as a director, officer, employee or consultant of any organization which might supply goods and services to the Company, buy goods or services from the Company, or compete with the Company without the prior approval of the Senior Officer in charge of Human Resources. Page 5 of 14
It is also the policy of the Company that no officer or employee may be a supplier or consultant to the Company in a post-termination business venture for two years from the date they terminate their employment with the Company without the written consent of the Senior Officer in charge of Human Resources. Finally, no employee or officer may engage in any business or secondary employment which, because of the demands on their time and interest, interferes with their obligations and responsibilities to the Company, as determined by the Company, in the sole discretion of the Senior Officer in charge of Human Resources. B. Investments in our Business Associates 1. Investing in Customers Account Representation NEC employees or officers whose responsibilities include management of a customer account are prohibited from investing in, or participating in the operations or management of, that customer. Trading on Inside Information NEC employees and officers who have access to confidential information about an NEC customer are prohibited from using that information for personal gain. See also "Insider Trading" and "Confidential Information". Investing in a Competitor Employees and officers of NEC America, Inc. should not hold investments in or participate in the operations or management of any business which competes with NEC's business. However, passive investments consisting of small positions (relative to an individuals overall net worth) in the stock of publicly traded companies will not violate this policy. Any investment or participation in a business venture contrary to these provisions requires prior written approval of the Senior Officer in charge of Human Resources. Page 6 of 14
2. Investing in suppliers Employees and officers of the Company cannot hold investments in, or participate in the operations or management of, any business which may be a supplier of goods and/or services to the Company if they are involved, directly or indirectly, in purchasing decisions affecting that supplier. However, passive investments consisting of small positions (relative to an individual's overall net worth) in the stock of publicly traded companies will not violate this policy. C. Insider Trading Federal and State securities laws prohibit insider trading. Violations of such laws may occur when an individual makes an investment decision (hold, buy, or sell) about securities in a corporation based on confidential information not available to the general public. It is also unlawful to privately disclose the same information or give investment "tips" to anyone who does not have a valid business need to know the information, even if you yourself do not engage in securities trades. Trading on inside information provides an unfair advantage to the holder of the information over the general investment community. Insider trading is a crime and, of course is prohibited by Company Policy. Any employee who engages in insider trading will be subject to discipline whether or not they are eventually convicted of a criminal offense. VII. Kickbacks, Commercial Bribery and Unfair Trade Practices A. Various federal, state and/or local laws prohibit making payments or offering anything of value in the form of a "kickback" or "bribe". Kickbacks and bribes may include money, finder or brokerage fees, commissions, credit, gifts, gratuities, or any other transfer of something of value. Kickbacks (payments made after the business is received) and bribes (payments made before) may fall under the commercial bribery statutes. Commercial bribery may occur, for example, when an employee of the Company offers something of value to an employee or agent (such as a Page 7 of 14
consultant) of another company in a business transaction with the Company, without the consent of their employer or principal and with the intention of influencing the employee or agent's decisions concerning, for example, a contract award. Violations of the commercial bribery statutes are punishable by fines and prison terms, as well as discipline by the Company, up to and including dismissal. (See also "Doing Business with the Government.") The Federal Trade Commission also takes the position that "push money" paid to a sales representative who is employed by an independent distributor, without the written consent of that employer, in order to increase their sales of our products, is an "unfair trade practice". B. Foreign Corrupt Practices Act The Foreign Corrupt Practices Act (FCPA), prohibits offering anything of value to a foreign official for the purpose of improperly influencing an official decision. The FCPA also prohibits unlawful political contributions to foreign officials to obtain or retain business. Finally, the FCPA prohibits the making of false records or accounts in the conduct of foreign business. Officers and employees involved in international operations must be familiar with the FCPA and strictly comply with its terms. VIII. Gifts and Entertainment Business partners may sometimes exchange gifts, for example, to commemorate an important milestone in their relationship, or to increase visibility and acceptance of the NEC name, products and services. In fact, the Internal Revenue Service permits the Company to deduct some expenses incurred for business gifts and entertainment as ordinary and necessary business expenses. However, many companies prohibit employees from accepting gifts of any type from suppliers or vendors, and Federal and State government regulations strictly prohibit any type of gift to government employees. Ethical problems may also arise when gifts or entertainment threaten to compromise, or appear to compromise, an individual s ability to make objective and impartial business decisions. Page 8 of 14
This policy attempts to strike a balance between situations where a gift may be appropriate and situations which create legal and ethical complications. A. Policy on Gifts Officers and employees of the company are prohibited from offering or giving (directly or indirectly) any payments, gifts or favors to a supplier, customer, or any other person in exchange for assistance or influence, or upon the understanding that such assistance or influence has been or will be rendered, in connection with any business transaction affecting the Company. Similarly, employees and officers of the Company are prohibited from accepting gifts and gratuities from suppliers or customers (except for promotional items of nominal value) under circumstances which may be interpreted as potentially influencing a decision involving a business transaction. Generally speaking, the question of whether gifts or entertainment are of nominal value depends on the actual cash value of the gift, the frequency with which gifts or entertainment are received or provided, and, in the case of commemorative gifts and mementos, the significance of the event marked by the commemorative item. The Company provides training, informational materials, and case-by-case advice for these situations. All gifts made by or on behalf of the Company must be described completely and identified as gifts on statements of business expenses. Exceptions This Policy does not generally prohibit the exchange of marketing and sales promotional items of nominal value (so called "premiums") within the private sector. Page 9 of 14
Return of Gifts Gifts received which do not satisfy these guidelines must be returned. If return of a gift is impracticable because of its nature, it should be donated to a charitable institution and the original gift donor and Senior Officer in charge of Human Resources must be informed of the disposition in writing. B. Policy on Entertainment Business entertainment is subject to the same policy guidelines as the policy guidelines on Gifts, above. Business entertainment offered by the Company must be of moderate expense, tasteful, and intended to promote a better understanding and appreciation of NEC products, services or personnel. Offering or accepting modest, infrequent, business entertainment in the form of meals and beverages is generally acceptable as long as it does not violate legal requirements, or a code of conduct observed by the guest's employer. (See for example, "Doing Business with the Government below.) All employees, officers and representatives of the Company must comply with all policies concerning appropriate workplace conduct whenever engaged in business entertainment, regardless of the location of such entertainment. Lavish entertainment of potential or current customers or suppliers, whether given or accepted by the NEC employee or officer, is prohibited. IX. Doing Business with the Government A. Gifts and Entertainment No gifts, favors, or entertainment of any kind are to be provided to government employees, representatives, or public office holders without advance approval from the General Counsel of the Company, accompanied by an opinion of counsel stating that the proposed gift, favors or entertainment will not violate any law or regulation. Page 10 of 14
B. Government Contract Clauses The laws and regulations relating to contracting with the Government are far-reaching and complex. Additional burdens are placed on companies when they contract with the United States Government. Failure to comply with these laws and regulations can result in substantial fines, imprisonment, or both. Individuals who are not completely familiar with government contract requirements must contact the Legal Division for advice at the earliest possible opportunity, whenever transactions with the United States Government or any State or local government are contemplated. C. Hiring former public employees Complex rules govern the recruiting and employment of former U.S. government employees by private industry. Prior clearance to discuss possible employment with, make offers to, or hire (as an employee or consultant) any current or former government employee (military or civilian) must be obtained from the Senior Officer in charge of Human Resources. X. Lobbying and Related Activities A. Political Contributions Federal law prohibits corporations from donating corporate funds, goods or services, directly or indirectly, to candidates for government office. This includes donating employee services as well. No officer or employee may donate Company funds or property as a campaign contribution to candidates in Federal, State, or local election contests. B. Registration as a Lobbyist Lobbying is a broad term which describes lawful activities intended to influence legislators and the legislative process. Federal law requires any person acting as a "lobbyist" to register and file semi-annual reports with the U.S. Congress about their activities. A lobbyist under the Federal law means any individual who is employed by a client to engage in lobbying if Page 11 of 14
their lobbying activities account for more than 20 percent of the total services provided to that client. Lobbying under the federal law includes attempts to influence not only the legislative process but also the activities of Federal agencies as well. Officers and employees should consult with the Legal Division before engaging in or retaining anyone to engage in lobbying in connection with the business of the Company. C. Other Payments or Contributions Officers and employees of the company are prohibited from offering or giving (directly or indirectly) any payments, gifts or favors to a government official, government employee or representative without the express written consent of the Chief Legal Officer and the Senior Officer in charge of Human Resources. XI. Business Dealings Involving Special or Personal Relationships The Company's commitment to ethics and legal compliance also extends to the activities of personal friends and relatives. Employees and officers should immediately disclose to the Chief Legal Officer or the Senior Officer in charge of Human Resources, any relevant facts, or change or expansion of their responsibilities or assignments, if this might result in business interaction with a family member or any other person with whom they have a close personal relationship. XII. Confidential Information A. NEC Confidential Information Officers and employees who have access to proprietary and confidential information must take every reasonable precaution to keep it confidential. Proprietary and confidential information includes, but is not limited to, electronic and hard copies of customer lists, sales and marketing plans, engineering designs, and employee lists and records. Caution should be used when discussing Company business in any public place. Care should Page 12 of 14
also be taken when transmitting confidential material via facsimile or e-mail. The obligation to protect the Company s proprietary and confidential information continues even after employment with the Company terminates. B. Confidential Information of Strategic Partners Officers and employees must respect and protect any confidential or proprietary information shared with the Company by a customer or supplier. The Legal Division can provide advice and assistance to employees in meeting this responsibility. C. Confidential Information from Competitors Officers and employees are prohibited from using illegal or deceptive means to gather information about competitors. Disclosure or use of confidential information of the Company's competitors without a legal right to do so is a violation of this Policy and prohibited. The Company will observe and respect agreements intended to protect the confidential information of another party and will not solicit or accept confidential information from a competitor s former employee now working for the Company. XIII. Requests for Exception While some provisions of this Policy must be strictly adhered to and no exceptions can be allowed, in other cases, exceptions may be possible. For example, a minor conflict of interest situation can sometimes be resolved simply by disclosure of the possible conflict to all interested parties. Any employee who believes that an exception to any provision of this Policy is appropriate in his or her case should contact his or her immediate supervisor first. If the immediate supervisor agrees that an exception is appropriate, the approval of the General Counsel's office shall then be obtained. Such decision shall be made after consultation with appropriate departments, including the Human Resources Division. XIV. Retaliation Prohibited Any form of retaliation against a person who reports a violation of this Policy is prohibited. Page 13 of 14
XV. Policy Distribution and Training A copy of this Policy shall be provided by the Human Resources Division to each individual upon employment with the Company. The Human Resources and Legal Divisions will also supply copies of this Policy to all personnel attending training relating to any subjects discussed herein. XVI. Changes or Amendments This Policy may be changed or withdrawn at anytime for any reason with or without notice. Page 14 of 14