THE WAY WE WORK: GRI S CODE OF ETHICS

Transcription

1 THE WAY WE WORK: GRI S CODE OF ETHICS Gender Resources, Inc. Integrity around the globe. info@genderresources.com

2 TABLE OF CONTENTS 1. INTRODUCTION Purpose of the GRI Code of Ethics 1.2 What is Expected of Employees 1.3 Signature and Acknowledgement 2. ABOUT GENDER RESOURCES Our Vision 2.2 Our Principles 3. INTEGRITY WITHIN GRI Accurate Records and Reports 3.2 Company Assets Theft Use of Time, Equipment, and Other Assets Loans 3.3 Managing Information Responsibly Nonpublic Information Insider Trading Privacy 4. CONFLICTS OF INTEREST Outside Investments 4.2 Outside Employment, Speeches, and Presentations 4.3 Outside Service as an Officer or Director 4.4 Relatives and Friends 4.5 Gifts, Meals, and Entertainment 5. INTEGRITY IN DEALING WITH OTHERS Dealing with Governments Anti-Bribery Political Activities Trade Restrictions 5.2 Dealing with Clients, Contractors, and Beneficiaries 5.3 Dealing with Competitors Competition Law Competitive Intelligence Acceptable Intelligence Gathering Prohibited Activities 6. REPORTING CONCERNS Procedures for Reporting Concerns 6.2 Anonymity and Confidentiality 6.3 Investigations 6.4 No Retaliation Policy

3 6.5 Making False Accusations 7. ADMINISTERING THE CODE Responsibility 7.2 What is Expected of Managers 7.3 Investigation of Potential Code Violations 7.4 Decisions 7.5 Disciplinary Actions 8. CODE OF ETHICS RECEIPT FORM.22

4 April 2013 Dear colleagues, We work in an extraordinary field in which each of us has opportunities to change another person s life for the better. Our aim at Gender Resources, Inc. is to be known, trusted, and respected as one of the top development firms in the world. To do that requires that each of us act with integrity and treat each other and our clients, partners, contractors, and beneficiaries honestly, fairly, and with dignity. Our integrity influences how clients perceive our program results, if local communities welcome our assistance, and if governments are willing to work with us. That means we will walk away from a project rather than violating the law or compromising our standards. It also means we show respect for those whose lives we affect from the single mother in Uganda and the businesswoman in Burma to our supervisors, colleagues, and subordinates. At GRI, we prize a workplace where employees are proud of the work they do. Ultimately every employee should know that he or she has done the right thing. The Way We Work: GRI s Code of Ethics is our guide to appropriate conduct. Together with other GRI guidelines, such as our Employee Manual, this document sets standards to ensure that every employee of GRI acts with integrity. If you become aware of an ethics issue, always, always report it. If you have questions, you should feel free to ask me, or your supervisor, for guidance. With your help, I am confident that GRI s reputation will grow and endure. Thank you for joining me in this effort. Sincerely, Jessica A. Powell President

5 INTRODUCTION 1.1 WHAT IS EXPECTED OF EMPLOYEES Every employee is expected to understand and comply with GRI s Code of Ethics (the Code) and the law. Employees should use good judgment and avoid even the appearance of improper behavior. If any employee is ever in doubt about a course of conduct, the employee should ask him or herself: Is it consistent with the Code? Is it ethical? Is it legal? Does it feel right? Will it reflect well on me and the Company? Would I want to read about it in the newspaper? If the answer is No to any of these questions, don t do it. If you are still uncertain, ask for guidance. The Code tries to capture many of the situations that employees will encounter, but cannot address every circumstance. An employee can seek help from any of the following: Manager or supervisor GRI legal counsel Chief of Party Sector Director / Vice President GRI President 1.2 SIGNATURE and ACKNOWLEDGEMENT All new employees must sign a Receipt Form confirming that they have read the GRI s Code of Ethics and agree to abide by its provisions. Failure to read the Code or sign the acknowledgement form does not excuse an employee from compliance with the Code. 1

6 ABOUT GENDER RESOURCES 2.1 OUR MISSION GRI s mission is to advance gender equality and women s empowerment so that all people women, men, boys, and girls have the abilities and opportunities to lead more fulfilling lives. 2.2 OUR PRINCIPLES GRI is guided in its operations by seven principles. Together they define the type of company we strive to be. They serve as our pledge to our employees, to the communities in which we work, and to ourselves. Our seven principles: P1. Adopt and follow ethical business practices in every area of our operations. Ethical behavior is a cornerstone of our operations, and supports our ability to achieve each of our other six principles. At GRI we maintain clear standards for ethical business practices and demand the adherence of employees at every level of the organization. P2. Observe focused planning & disciplined financial management. At GRI we recognize the importance of our role in managing scarce resources for real people in need. We strive, in all we do, to be (a) focused in our planning and management of programs; and (b) disciplined in financial management, in order to maximize the positive impact on the lives of the men, women, boys, and girls in the communities in which we work. P3. Show respect for employees. Nothing can be accomplished without the hard work and dedication of our employees, and we strive to ensure that our appreciation for every employee shows in all we do. Employee safety and welfare is our first priority and a healthy work-life balance is encouraged and supported. P4. Never stop learning. At GRI we believe that every success can be improved upon, and every mistake is an important learning opportunity. We seek to empower every employee to be proactive, engaged, and creative. P5. Be thought leaders. GRI aims to be the recognized experts in the field of gender and development. Not satisfied with the status-quo, we are driven to use our insight to take impactful new approaches that create real change. P6. Develop and maintain an ego-free workplace. GRI is the type of workplace where people are intelligent and driven, but also down-to 2

7 earth, humble, and genuine. Employees that thrive here are concerned with working hard and achieving their goals, not image, ego, or tearing others down. P7. Be a community partner. GRI is a proud member of the communities in which we work. We believe our operations should support the community's economic and social development beyond our project objectives and are committed to long-term investment in those communities, transparent operations, and community buy-in. 3

8 INTEGRITY WITHIN GRI 3.1 ACCURATE RECORDS AND REPORTS GRI is committed to ensuring the accuracy of all Company business and financial records. These include not only financial accounts, but other records such as program reports, time cards, expense reports and submissions such as benefits claim forms and resumes. Ensuring accurate and complete business and financial records is everyone s responsibility, not just a role for accounting and finance personnel. Accurate recordkeeping and reporting reflects on the Company s reputation and credibility, and ensures that the Company meets its legal and regulatory obligations. Strive for Accuracy Always record and classify transactions in the proper accounting period and in the appropriate account and department. Do not delay or accelerate the recording of revenue or expenses to meet budgetary goals. Estimates and projections must be supported by appropriate documentation and be based on your best judgment. Employees must strive to be accurate when preparing any information for the Company, but honest mistakes occasionally will happen. Only intentional efforts to misrepresent or improperly record transactions, or otherwise to falsify a Company business record, are Code violations. Ensure that all reports to regulatory authorities and donors are full, fair, accurate, timely and understandable. Never falsify any document. Do not distort the true nature of any transaction. Never enable another person s efforts to evade taxes or subvert local currency laws. For this reason, payments generally should be made only to the person or firm that actually provided the goods or services. Payments should be made in the supplier s home country, where it does business, or where the goods were sold or services provided, unless the supplier legitimately has assigned payment or sold its accounts receivable to another entity. Exceptions must be approved by GRI s President. 4

9 Examples: Medical Coverage An employee attempts to obtain Company medical coverage for her adult children by submitting a form claiming that her children were full-time students. In fact, her children are no longer students. The employee has falsified Company records. Budget Projections A team lead realizes near the end of the month that she will not meet her target burn rate for the month. To make up the difference she reports the purchase of an item that, in fact, will not be purchased until the first week of the following financial month. This employee has falsified Company records. 3.2 COMPANY ASSETS GRI s employees are required to protect the Company s assets, and use those assets in the manner intended. Employees are prohibited from using Company assets for personal benefit or the benefit of anyone other than the Company. If in doubt, employees should use common sense. For example, the occasional personal phone call or from the workplace is acceptable. Excessive personal calls or is a misuse of assets. GRI policy may allow additional personal use of certain assets, such as a Company car at a field office or wireless communication device. Employees should always check relevant local policies to ensure Company assets are used as intended. Theft Theft of Company assets whether physical theft such as unauthorized removal of Company products, equipment or information, or theft through embezzlement or intentional misreporting of time or expenses may result in termination and criminal prosecution. The Company treats workplace theft of assets belonging to other employees the same way it treats theft of Company assets. Examples of Company Assets: Company money Company products Employee time at work and work products Computer systems and software Telephones Wireless communication devices Photocopiers Company vehicles Proprietary information Company trademark The use of Company assets outside of an employee s Company responsibilities such as using your Company work product in an outside venture, or using Company materials or equipment to support personal interests requires prior written approval. Use of Time, Equipment, and Other Assets 5

10 Employees are prohibited from engaging in personal activities during work hours that interfere with or prevent fulfillment of job responsibilities. Employees are prohibited from using company computers and equipment for outside businesses, or for illegal or unethical activities such as gambling, pornography or other offensive subject matter. Refer to the GRI Employee Policy Manual for additional information and guidance. Employees are prohibited from taking any opportunity for financial gain resulting from information learned or opportunities made available from employment at GRI, or through the use of GRI property or information. Loans Loans from the Company to executive officers are prohibited. Loans from the Company to other officers and employees must be approved in advance by the President or designated committee. Examples: A Personal Favor An employee uses Company computers and equipment, as well as time at work, to design and print wedding invitations and birth announcements as a favor for other employees. The employee has misused Company assets. Teaching Q: I am a business trainer and have volunteered to teach a course on starting a company at a local college. I believe that my students would benefit from a discussion of how GRI helped some of its partners get started. Can I discuss this work in class? A: Only with prior approval from GRI. The Company s assistance methodologies for local partners is a work product and a company asset. Much of this work is proprietary, and may not be appropriate to reveal outside the Company. Personal Assistance A manager persistently asks an administrative assistant to take care of the manager s personal business on Company time, such as picking up dry cleaning, watching his/her children, and shopping for personal gifts. The manager has misused the assistant s work time, which is a Company asset. 3.3 MANAGING INFORMATION RESPONSIBLY GRI is committed to safeguarding the Company s nonpublic information, which includes everything from contracts and pricing information to project proposals and client and employee information. Nonpublic Information Employees are prohibited from disclosing nonpublic information to anyone outside the Company, including family and friends, except when disclosure is required for business 6

11 purposes. Even in such cases, an employee should take appropriate steps, such as execution of a confidentiality agreement, to prevent misuse of the information. Do not disclose nonpublic information to others inside the Company unless they have a business reason to know. Employees should be particularly vigilant when discussing a client s confidential information. Employees are obligated to protect the Company s and the Company s clients nonpublic information at all times, including outside of the workplace and working hours, and even after employment with GRI ends. Employees shall retain or discard Company records in accordance with the Company s record retention policies. Company legal counsel occasionally may issue notices regarding retention of records in the case of actual or threatened litigation or government investigation. Employees must abide by the directions contained in these notices, as failure to do so could subject the Company and employees to serious legal risks. What is Nonpublic Information? It is any information that the Company has not disclosed or made generally available to the public. Examples include information related to: Employees Major management changes Financial data Program methodology Mergers and acquisitions Product costs Contracts Pricing Strategic and business plans Proposals Privacy GRI respects the privacy of all its employees, clients, business partners, and program beneficiaries. The Company is committed to handling personal or confidential data responsibly and in compliance with all applicable privacy laws. Employees who handle the personal or confidential data of others must: Act in accordance with applicable law; Act in accordance with any relevant contractual obligations; Collect, use, and process such information only for legitimate business purposes; Limit access to the information to those who have a legitimate business purpose for seeing the information; and Take care to prevent unauthorized disclosure. 7

12 Examples: Look What I Have Q: I have just received by accident an with a file containing the salaries of several other employees. May I share it with other people at work? A: No. You and your friends at work have no business reason to have this information. You should delete the and bring the error to the sender s attention. Disclosing the information to other employees is a Code violation. A New Proposal A Program Manager is excited about the submission of a proposal that he has been working on, and shares details about the product with friends and family. The manager has improperly disclosed nonpublic information. 8

13 CONFLICTS OF INTEREST GRI recognizes and respects the rights of employees to take part in financial, business, employment, or other activities outside of their GRI jobs. However, these activities must be lawful and free of any potential conflicts with employees responsibilities at GRI. Conflicts of interest arise when an employee uses his or her position at GRI for personal gain or when the employee s personal interests conflict with GRI interests. All employees must avoid any actions or relationships that could conflict with, or appear to conflict with, the interests of GRI. For example, an employee may have an actual, or give the appearance of, a conflict of interest if that employee has a substantial investment or position in any business that deals with GRI, engages in GRI business with close friends or relatives, supervises family members, relatives, or those with whom said employee is romantically involved, uses GRI s name or reputation to gain personal favors, and accepts or offers payments, gifts or favors from or to companies doing business with GRI. As a GRI team member, through the use of GRI property, information, or position an employee may learn of business opportunities that may be of benefit to GRI. An employee should not take such opportunities to benefit his or herself or others, and should never compete with GRI. Employees should take particular care if responsible for selecting or dealing with a supplier or contractor on behalf of the Company. Personal interests and relationships must not interfere, or appear to interfere, with an employee s ability to make decisions in the best interest of the Company. When selecting suppliers or contractors, always follow applicable GRI procurement guidelines. 4.1 OUTSIDE INVESTMENTS Determining Conflicts of Interest In any potential conflict of interest situation, ask yourself: Could my personal interests interfere with those of the Company? Might it appear that way to others, either inside or outside the company? When unsure, seek guidance. Employees should avoid investments that could affect, or appear to affect, your decision making on behalf of the Company. Specific guidelines apply to ownership of stock or financial interest in the company of a beneficiary, client, contractor, supplier, or competitor of GRI. If an employee has discretionary authority in dealing with a company or beneficiary as part of his or her job with GRI, the employee may not have any financial interest in that company without prior written approval from the GRI President or her designee. 9

14 If an employee does not have discretionary authority in dealing with a company as part of his or her job, that employee may have a financial or controlling interest in that company. If an employee has a financial interest over 1% in any outside firm he or she must notify GRI in writing of the interest, including the nature of the interest, at the time of hiring. If an employee wishes to gain a financial interest over 1% in any outside firm after being hired at GRI, he or she must obtain prior written approval from the GRI President or her designee. Failure of any employee to follow the above guidelines may result in disciplinary action, up to and including termination. 4.2 OUTSIDE EMPLOYMENT, SPEECHES, AND PRESENTATIONS Subject to this section, a GRI employee may be employed outside of GRI, as long as the employee s outside employment does not interfere with his or her ability to do his or her job with GRI. (Employees should also refer to local employment policies and contracts, which may impose additional restrictions.) Despite the above, an employee may not be employed by, or otherwise provide services for or receive payment from, any customer, client, contractor, supplier, or competitor of GRI without prior written approval from the GRI President or her designee. An employee must have prior written approval from the GRI President or her designee before accepting reimbursement for expenses, or any other payment, for speeches or presentations outside GRI, if: The speech or presentation is given as part of the employee s job with GRI; The speech or presentation describes the employee s work with GRI; or The employee is formally identified at the speech or presentation as an employee of GRI. 4.3 OUTSIDE SERVICE AS AN OFFICER OR DIRECTOR In general, an employee may serve as an officer or member of the board of directors of another for-profit business only with prior written approval of the GRI President or her designee. Approval is not required for service as an officer or director of a charitable or other nonprofit institution or trade organization, or for service as an officer or director of a family- 10

15 owned business, unless the business or organization is a customer, supplier, client, contractor, or competitor of the Company. 4.4 RELATIVES AND FRIENDS Many employees have relatives who are employed by or invest in contractors, suppliers, or clients of GRI. An employee must report such a financial interest before GRI enters into a business relationship with any such entity. If an employee s relative is employed by a competitor of GRI, the employee must report the relationship to the GRI President or her designee. An employee may have friends who are employed by or have ownership interests in, customers, contractors, clients, or suppliers of GRI. If said employee deals with that customer, contractor, client, or supplier, said employee should take care that his or her friendship does not affect, or appear to affect his or her ability to act in the best interest of GRI. If an employee is uncertain whether his or her friendship may create an issue, he or she should consult with his or her manager or the GRI President. In addition, personal relationships at work must not influence an employee s ability to act in the best interest of GRI, and must not affect any employment relationship. Employment-related decisions should be based on qualifications, performance, skills, and experience. Who is My Relative Under the Code? A spouse, parent, sibling, grandparent, child, grandchild, mother- or father-in-law, aunt, uncle, first cousin, or same or opposite sex domestic partner. Also included is any family member who lives with you or who is otherwise financially dependent on you, or on whom you are financially dependent. Even when dealing with family members beyond this definition, take care to ensure your relationship does not interfere or appear to interfere, with your ability to act in the best interest of GRI or our clients. Failure to follow any of the above guidelines may result in disciplinary action, up to and including termination of employment, and termination of any related contracts or business relationships. 4.5 GIFTS, MEALS, and ENTERTAINMENT Employees may not accept gifts, meals, or entertainment, or any other favor, from customers, or suppliers if doing do might compromise, or appear to compromise, the employee s ability to make objective business decisions in the best interest of GRI. Acceptance of gifts, meals, or entertainment that exceeds the following limitations must be approved in writing by the GRI President or her designee. 11

16 Examples: Contractor Selection Q: It is my job to select a contractor to implement a program component. One of the suppliers being considered is a company owned by my brother. Do I need to take any precautions? A: In this situation, your interest in your brother s business conflicts or at least appears to conflict with your responsibility to select the best supplier for GRI. You should consult your manager. Your brother s business may still be considered for selection, but you must not be involved in the selection process. Gifts Do not accept gifts in exchange for doing, or promising to do, anything for a customer or supplier. Do not ask for gifts from a customer or supplier. Do not accept gifts of cash or cash equivalents, such as gift cards. Do not accept gifts of more than modest value. Examples of acceptable gifts include a logo pen or t-shirt, or a small gift basket at holiday time. Gifts of symbolic value, such as trophies and statues that are inscribed in recognition of a business relationship, may be accepted. Gifts or discounts offered to a large group of employees as part of an agreement between the Company and a customer or supplier may be accepted and used as intended by the customer or supplier. Meals and Entertainment Do not accept meals or entertainment in exchange for doing, or promising to do, anything from a customer or supplier. Do not ask for meals or entertainment from a customer or supplier. An employee may accept occasional meals and entertainment from customer and suppliers if the event is attended by the customer or supplier, and the costs involved are in line with local custom for business-related meals and entertainment. For example, ordinary business meals and attendance at local sporting events generally are acceptable. Travel and Premium Events If an employee is invited by a customer or supplier to an event involving out of town travel or overnight stay, or to a premium event such as the Olympics, World Cup, Super Bowl, or Academy Awards, the employee should consult his or her manager or the GRI President to determine if there is adequate business rationale for attendance. If there is, GRI should pay for the employee s travel and attendance at the event. 12

17 Refusing Gifts, Meals, and Entertainment If an employee is offered a gift, meal or entertainment that exceeds the limits noted above, the employee should politely decline and explain GRI s rules. If returning a gift would offend the giver, or the circumstances under which it was given preclude its return, the employee may accept the gift, but should notify the GRI President or her representative. GRI will work with the employee to either donate the item to charity, or to distribute or raffle the item among a large group of employees. Gifts, Meals, and Entertainment for Customers and Suppliers Gifts, meals, and entertainment for customers and suppliers must support the legitimate business interests of GRI and should be reasonable and appropriate under the circumstances. Always be sensitive to GRI s customers and suppliers own rules on receiving figures, meals, and entertainment. 13

18 INTEGRITY IN DEALING WITH OTHERS 5.1 DEALING WITH GOVERNMENTS The global nature of GRI s business often requires that employees interact with officials of various governments around the world. Relations with governments are covered by special legal rules and donor regulations, and employees must take special care to understand and abide by these rules. In general, employees should not offer anything to a government official directly or indirectly in return for favorable treatment. An employee must obtain prior approval from GRI legal counsel before providing anything of value to a government official. The employee must also ensure that any such payments are properly recorded in the appropriate GRI account. Anti-Bribery Many countries, such as the United States, have passed legislation criminalizing bribery of government officials. The sanctions for violating these laws can be severe, including significant individual and corporate fines, and even imprisonment. Bribes are Prohibited A bribe is giving or offering to give anything of value to a government official to influence a discretionary decision. Examples of bribes include payment to a government official to encourage a decision to award or continue business relations, to influence the outcome of a government audit or inspection, or to influence tax or other legislation. Other payments to government officials also may constitute bribes in some jurisdictions. Certain Items May Be Acceptable A gift of a certain item of value to a government official may be allowable under certain narrow exceptions. An employee should obtain approval from GRI legal counsel before making any such payment. Hiring Government Officials In some circumstances, GRI may hire government officials to perform services that have a legitimate Who are Government Officials? Employees of any government or government-controlled entity anywhere in the world Political parties and party officials Candidates for political office Employees of public international organizations, such as the United Nations It is your responsibility to understand whether someone you deal with is a government official. When in doubt, consult GRI legal counsel. Anything of Value This phrase literally means anything that might have value to a government official. Including cash, gifts, meals, entertainment, business opportunities, Company services, offers of employment and more. There is no monetary threshold; any amount could be construed as a bribe. The U.S. Foreign Corrupt Practices Act Because GRI is incorporated in the United States, the U.S. Foreign Corrupt Practices Act, which prohibits bribes to officials of non-u.s. governments, applies to all employees around he world. Consult GRI legal counsel about additional local laws that may be applicable. 14

19 business purpose, and that do not conflict with the government official s duties, such as hiring an off-duty police officer to provide security at a GRI event, and are within the regulations of GRI s client. All such hiring decisions must be approved in advance by GRI legal counsel. Facilitating Payments Facilitating payments, which are small sums paid to non-u.s. government officials to expedite or facilitate non discretionary actions or services, such as obtaining an ordinary license or phone service, are prohibited. If you encounter a situation that you believe may require a facilitating payment, contact your manager and GRI s Legal Counsel immediately. Improper Payments by Third Parties GRI and/or its employees may be held liable for bribes paid by a third-party agent or consultant acting on the Company s behalf. Employees should take particular care when evaluating a prospective third party who might interact with the government on behalf of the Company. An employee must not engage a third-party agent or consultant if there is a reason to believe that the agent or consultant may attempt to bribe a government official. Also, employees should ensure that all agents, contractor, suppliers, and consultants agree to abide by GRI s Code of Ethics. Political Activities GRI encourages personal participation in the political process in a manner consistent with all relevant laws and Company guidelines. Personal Political Activity The Company will not reimburse employees for personal political activity. An employee s job will not be affected by his or her personal political views or choice in political contributions. Employees may not use the Company s reputation or assets, including their time at work, to further their own political activities or interests. If an employee plans to seek or accept a public office, he or she must obtain prior approval from Company legal counsel. A Political Friend Q: My friend is running for political office, and I would like to help with the campaign. Is this allowed? A: Yes. Your personal political activity is your business. Just make sure that you do not use Company resources, including Company time, e- mail, or the Company name, to advance the campaign. Company Political Contributions Political contributions by GRI must be: 15

20 Made in accordance with local law; Approved by GRI s President; and Properly recorded. Trade Restrictions GRI must comply with all applicable trade restrictions and boycotts imposed by the U.S. government. Such restrictions prohibit the Company from engaging in certain business activities in specified countries, and with specified individuals and entities. These restrictions include, for example, prohibitions on interaction with identified terrorist organizations or narcotics traffickers. Sanctions for non-compliance can be severe, including fines and imprisonment for responsible individuals, and the Company may be prohibited from further participation in certain trade. GRI must also abide by U.S. anti-boycott laws that prohibit companies from participating in any international boycott not sanctioned by the U.S. government. 5.2 DEALING WITH CLIENTS, CONTRACTORS, and BENEFICIARIES GRI values its partnerships with clients, contractors, and beneficiaries. Employees are expected to treat these partners in the same manner they expect to be treated. Employees should always deal fairly with clients, contractors, and beneficiaries, treating them honestly and with respect: Do not engage in unfair, deceptive, or misleading practices. Always present Company services and products in an honest and forthright manner. Do not offer, promise, or provide anything to a client, contractor, or beneficiary in exchange for an inappropriate advantage for GRI. GRI expects that the Company s contractors will take no action contrary to the principles of the GRI Code of Ethics, and adherence to the Code is a condition of each service or purchase agreement. Examples: A Lengthy Report A client asked a Program Manager to prepare a lengthy and detailed report, including program information that will take much effort to acquire. The Manager populated the report with false date, in order to get something back to the client quickly. These actions were dishonest and constituted unfair treatment of a client. 16

21 5.3 DEALING WITH COMPETITORS Employees should take care when dealing with or gathering information about competitors. Various laws govern these sensitive relationships. Competition Law GRI competes fairly, and complies with all applicable competition laws around the world. These laws are often complex, and vary considerably from country to country both in the scope of their coverage and their geographic reach. Conduct permissible in one country may be unlawful in another. Penalties for violation can be severe. Employees should consult GRI legal counsel to understand the applicable competition laws and policies. Competitive Intelligence Employees are encouraged to collect, share, and use information about our competitors, but to do so only in a legal and ethical manner. Just as GRI values and protects its own nonpublic information, the Company respects the nonpublic information of other companies. Acceptable Intelligence Gathering It is acceptable to collect competitive intelligence through publicly available information or ethical inquires. For example, employees may gather and use information from sources such as: Publicly available filings with government agencies; Public speeches of company executives or officials; Annual reports; or News and trade journal articles and publications. Employees may also ask third parties about our competitors, or accept competitive intelligence offered by a third party, as long as there is no reason to believe that the third party is under a contractual or legal obligation not to reveal such information. Prohibited Activities The following basic restrictions apply to GRI s and GRI employees ability to gather competitive intelligence: Employees are prohibited from engaging in any illegal or illicit activity to obtain competitive information. This may include theft, trespassing, eavesdropping, wiretapping, computer hacking, invasion of privacy, bribery, misrepresentation, or searching through trash. Employees are prohibited from accepting, disclosing, or using competitive information that they believe or have reason to believe was disclosed to an 17

22 employee in breach of a confidentiality agreement between a third party and a GRI competitor. Employees should contact GRI s Legal Counsel if they have any questions. 18

23 REPORTING CONCERNS 6.1 PROCEDURES FOR REPORTING CONCERNS Every GRI employee has an obligation to uphold the ethical standards of the Company. If an employee observes behavior of concern, or that may represent a violation of the GRI Code, the employee should raise the issue promptly. Doing so will allow GRI an opportunity to deal with the issue and correct it, ideally before it becomes a violation of law or a risk to health, security, or the Company s reputation. Employees may contact any of the following to raise issues and concerns: Manager or Supervisor GRI Legal counsel Chief of Party Sector Director / Vice President GRI President Reports can be made anonymously in writing. 6.2 ANONYMITY and CONFIDENTIALITY When an employee makes a report to GRI, he or she may choose to remain anonymous, although employees are encouraged to identify themselves to facilitate communication. If an employee makes his or her identity known, GRI will take every reasonable precaution to keep the employee s identity confidential, consistent with conducting a thorough and fair investigation. To help maintain confidentiality, the reporting employee should avoid discussing these issues, or any investigation, with other employees. Because GRI strives to maintain strict confidentiality in all investigations, the Company may not be able to inform the reporting employee of the outcome of an investigation. 6.3 INVESTIGATIONS GRI takes all reports of possible misconduct seriously. We will investigate the matter confidentially, make a determination whether the Code or the law has been violated, and take appropriate corrective action. If an employee becomes involved in a Code investigation, he or she should cooperate fully and answer all questions completely and honestly. 6.4 NO RETALIATION POLICY 19

24 GRI values the help of employees who identify potential problems that the Company needs to address. Any retaliation against an employee who raises an issue honestly is a violation of the Code. That an employee has raised a concern honestly, or participated in an investigation, cannot be the basis for any adverse employment action, including separation, demotion, suspension, loss of benefits, threats, harassment, or discrimination. If an employee works with someone who has raised a concern or provided information in an investigation, the employee must continue to treat the person with courtesy and respect. If an employee believes someone has retaliated against him or herself, report the matter to the GRI President or her representative. 6.5 MAKING FALSE ACCUSATIONS The Company will protect any employee who raises a concern honestly, but it is a violation of the Code knowingly to make a false accusation, lie to investigators, or interfere or refuse to cooperate with a Code investigation. Honest reporting does not mean an employee must be correct when reporting a concern, only that the employee believes that the information he or she is providing is accurate. 20

25 ADMINISTERING THE CODE GRI s Code of Ethics is designed to ensure consistency in how employees conduct themselves within the Company, and in their dealings outside of the Company. The procedures for handling potential violations of the Code have been developed to ensure consistency in the process across the organization No set of rules can cover all circumstances. These guidelines may be varied as necessary to conform to local law or contract. 7.1 RESPONSIBILITY The responsibility for administering the Code rests with the GRI President. 7.2 WHAT IS EXPECTED OF MANAGERS Promote a Culture of Ethics and Compliance Managers should at all times model appropriate conduct. Managers should: Ensure that the people they supervise understand their responsibilities under the Code and other Company policies; Make opportunities to discuss the Code and reinforce the importance of ethics and compliance with employees; Create an environment where employees feel comfortable raising concerns without fear of retaliation; Consider conduct in relation to the Code and other Company policies when evaluating employees; Never encourage or direct employees to achieve business results at the expense of ethical conduct or compliance with the Code or the law; and Always act to stop violations of the Code or the law by those supervised. Respond to Questions and Concerns If approached with a question or concern related to the Code, managers should listen carefully and give the employee complete attention. Managers should ask for clarification and additional information. The manager should answer questions if possible, but should not feel that an immediate response must be given. The manager should seek help if needed. If an employee raises a concern that may require investigation under the Code, contact the GRI President, Chief of Party, or Company Legal Counsel. 21

26 7.3 INVESTIGATION OF POTENTIAL CODE VIOLATIONS GRI takes all reports of potential Code violations seriously and is committed to confidentiality and a full investigation of all allegations. The Company s Executive Team may conduct or manage Code investigation. Employees who are being investigated for a potential Code violation will have an opportunity to be heard prior to any final determination. GRI follows local grievance procedures in locations where such procedures apply. 7.4 DECISIONS GRI s President makes all decisions about Code violations and discipline, but may delegate certain categories of decision to local management. Those found to have violated the Code can seek reconsideration of the violation and disciplinary action decisions. 7.5 DISCIPLINARY ACTIONS GRI strives to impose discipline that fits the nature and circumstances of each Code violation. Violations of a serious nature may result in suspension without pay; loss or reduction of merit increase, bonus award; or termination of employment. If an employee is found to have violated the Code, notation of the final decision, and a copy of any letter of reprimand, will be placed in the employee s personnel file as part of the employee s permanent record. CODE OF ETHICS RECEIPT FORM I have read and agree to abide by the GRI Code of Ethics. Employee Signature Date 22