Code of Conduct
|Code of Conduct and Business Ethics|
Table of Contents
From its inception, the employees of the Redknee group of companies ("Redknee" or "the Company") have taken pride in conducting our global business in a manner of high ethics with strict adherence to the laws and regulations of all the countries in which we do business.
The Code captures the essence of our business approach. We share a collective accountability to continue to build the reputation of Redknee by conducting ourselves with integrity and fairness while executing the Company's business. It is incumbent on every team member to consider the impact their actions have on the credibility of the entire company. The Code also applies to the members of the Board of Directors of Redknee.
In this Code, we affirm our principles, provide our employees with a point of reference and a clear path to expose issues of concern, which might impact the reputation of the Company and the positive work environment we collectively aspire to create and maintain.
Redknee requires its employees to affirm their knowledge of and adherence to the Code on an annual basis as part of their terms of employment. The Company urges all of its employees to review the Code periodically to maintain familiarity with their business-conduct obligations. Adherence to the Code is mandatory for all Redknee employees and forms a part of your employment contract. Failure to adhere to the Code may be a breach of your employment obligations and may result in disciplinary action, including termination of employment, depending on the severity of the breach.
2.1 EMPLOYEE RESPONSIBILITY
2.1 BOARD AND EXECUTIVE RESPONSIBILITY AND ACCOUNTABILITY
It is the responsibility of the Board of Directors to provide oversight and ensure that it is aware of any significant breaches to the Code and the proposed remedial actions. The Board is also responsible for approving the Code and any subsequent amendments.
Redknee commits to the principle of equal opportunity employment for all employees. We base our employment decisions on company needs, job requirements and individual qualifications without regard for characteristics such as age, gender, disability, marital status, color, race or any other status protected by the laws or regulations in the countries in which we operate. Redknee does not tolerate discrimination or harassment of our employees.
3.1 DISCRIMINATION AND HARASSMENT
Q: I have a lot of fun working with some people in my group, but others just don’t seem to appreciate my off- color sense of humor. Should I be concerned about that?
A: Yes, because “off-color” jokes are often inappropriate for the workplace. If coworkers seem offended by your sense of humor, then you may, in fact, be guilty of harassment. Even if it doesn’t go quite so far, you would be well advised not to walk the line between appropriate and inappropriate behavior.
Q: I reported what I felt was minor discrimination on the part of my supervisor last month and now I’ve been transferred to another position with less pay. What can I do?
A: You can speak up about it. Redknee does not tolerate retaliation, especially in response to a staff member speaking up in good faith about something he or she feels is wrong. Talk to any trusted manager, a member of the Human Resources Department or call “Alertlinet”, our toll-free, anonymous, third-party reporting hotline.
3.2 EMPLOYEE PRIVACY
3.3 EMPLOYMENT LAW
4.1 HEALTH AND SAFETY
4.2 ALCOHOL AND ILLEGAL DRUGS
Redknee employees have access to an Employee Assistance Program, which includes information about treatment and support programs for individuals suffering from addiction or substance abuse. Details of this program can be found through a representative of the Company’s Human Resources Department.
4.3 VIOLENCE AND THREATS
Q: I overheard a co-worker say something that could be construed as threatening. But I know him. I really don’t think he’s capable of violence. Should I do anything or just keep quiet?
A: You should report the situation to a Human Resources representative immediately! In almost every reported case of tragic workplace violence, it is learned after the event that somebody knew something or had suspicions that violence might occur - and yet did nothing.
4.4 RESPONSIBLE USE OF THE INTERNET
Q: I read an article in the paper this morning that I disagree with, and I’m going to write a letter to the editor saying as much. I’d like to email the letter from my company account. May I do so?
A: No, you should not. Please be aware that Redknee has strict policies regarding the use of its email system. You must use an external email account to reply to the article.
5.1 ACCURACY OF ACCOUNTING RECORDS
It is a breach of policy to misrepresent our financial performance or otherwise knowingly compromise the accuracy of our financial statements by intentionally hiding, disguising or representing in a misleading fashion the true nature of any financial or non-financial transactions. Additionally, it is against policy to unduly influence, coerce, threaten, manipulate or mislead members of Redknee’s finance team, or internal or external auditors regarding customer agreements, financial statements, processes or internal controls.
All employees are responsible for reporting any cases or suspected cases of financial or operational misrepresentation or impropriety promptly. The employee may report the concerns to the Disclosure & Compliance Committee. If considered more appropriate, or if the circumstances where the complainant is not informed of a timely and satisfactory resolution by the Disclosure & Compliance Committee, the concern can be reported to the Vice President, Human Resources or directly to the Chair of the Audit Committee or by using the third-party, externally-hosted report system called “Alertline” described below. The Company will investigate any report promptly and discreetly. No employee that makes a complaint in good faith will be subject to any reprisals or damage to their career.
5.2 CUSTOMER RELATIONS
On a quarterly basis the Company requires certain managers and executives and other identified employees to provide certification to the Company related to their activities and areas of responsibility in support of the financial reporting process and other compliance requirements. Those officials must certify that, to the best of their knowledge, all documents and information regarding commitments and agreements relating to customer orders have been submitted for review and approval.
5.3 CONFLICT OF INTEREST
Q: May I accept a volunteer position with an organization that gives free financial advice to young people?
A: Yes and, in fact, we encourage such community involvement. Please just make sure that the organization understands you are doing so on your own time and not as a representative of Redknee.
Q: We need to hire a contractor for a specific job and, luckily, my brother-in-law is qualified. Can I hire him?
A: Only under three conditions. One, he must undergo the same bidding process as every other Redknee contractor. Two, you must disclose the relationship to your supervisor. And three, you must remove yourself from the bidding process. If your brother-in-law is still interested, he is more than welcome to bid for the job.
5.3.1 FINANCIAL INTEREST IN OTHER COMPANIES, THIRD PARTIES
If an employee is in a position to make a decision on behalf of Redknee that relates to another company or third party, the employee may not have any direct or indirect financial interest in that other party, unless it is publicly traded and the employee owns less than a one percent interest in the company.
Employees should bring any concerns regarding a potential conflict of interest to the attention of the Human Resources Department prior to entering into the proposed business relationship. The Human Resources Department will review and oversee the terms of the business relationship. Any employee who was unaware of, and then discovers they may have, an actual or potential Conflict of Interest must report it immediately to the Human Resources Department.
5.3.2 INSIDER TRADING AND SHARE DEALING CODE
Insider Trading restrictions also apply to information employees acquire as a result of working at Redknee, which pertains to other companies associated with Redknee, including customers, suppliers, and other third parties.
Redknee is a publicly-listed company trading on the Toronto Stock Exchange. All employees must comply with Redknee’s Insider Trading Policy that regulates share dealing by Redknee employees, including trading blackout periods, tipping, and related matters. The Redknee Insider Trading Policy is at:
Q: Through my job at Redknee, I have become aware of non-public financial information received from one of Redknee's customers that indicates the customer is in better financial condition than most people realize. I wish to purchase the customer's stock. May I do so?
A: No, you may not. Securities laws in most jurisdictions where Redknee does business provide strict rules against such insider trading. You may act on the information only after it becomes public and once it has had a chance to disperse throughout the financial community.
Q: I understand why I shouldn't reveal inside information to an outsider, but does this include talking to members of my immediate family? What about other Redknee employees who are not aware of the same information that I am?
A: In fact, yes, it is illegal to disclose non-public material information to any person - including family members and other Redknee employees - who do not have a legitimate business need to know it.
5.3.3 SECONDARY EMPLOYMENT AND OUTSIDE ACTIVITIES
Q: I recently started consulting for firms and individuals on a contract basis. I’m even considering opening my own firm outside of my employment at Redknee. Do I need to disclose my activities to Redknee even though I’m not dealing with our customers?
A: The Code requires employees to disclose any outside employment or employment activities to the Human Resources Department. The Human Resources Department will determine if the outside interest is in conflict with your employment at Redknee.
5.3.4 POLITICAL ACTIVITIES AND CONTRIBUTIONS
Q: A customer has asked me to join him at a fundraising dinner for the elected head of his government agency. May I attend and expense the ticket cost to Redknee?
A: Redknee may support candidates for political office, but only after careful review and once strict and complicated election laws are accounted for. You may attend the fundraiser, but you may not expense the ticket. Further, please make it obvious that you are not attending the fundraiser as a representative of Redknee.
5.3.6 PROTECTION OF REDKNEE ASSETS, PROPERTY, TRADE SECRETS AND CONFIDENTIAL INFORMATION
Q: I know I’m always supposed to log off my computer whenever I leave it, but most of the time, when I leave my desk, it’s only for a minute or two. Do I really have to log out every single time?
A: Yes. It only takes a moment to steal information from a computer. You may only be leaving for a few minutes, but during that time, if you do not log out, you expose highly personal and confidential customer information to pretty much any person who walks by.
5.3.7 COMPANY, THIRD-PARTY ASSETS AND PROPERTY
Q: Valerie is running in a local election and wants to use her company computer to design her campaign flyer and then print the flyers using the company copy machine? As long as Valerie utilizes her lunch hour or after hours to do this work is she violating any Redknee policies?
A: According to our Code, Company property must not be used for personal use. Valerie should not use the Company computer or copy machine for her campaign flyers or any work related to outside interests or activities. Please refer to Redknee’s Acceptable Computer Use Policy on an appropriate use of corporate property.
All employees acknowledge and accept that they will have access to Confidential Information, all of which shall be made accessible in strict confidence to further the business goals of the Company. Confidential Information may be susceptible to immediate competitive application by a competitor of Redknee, and unauthorized disclosure of Confidential Information may damage Redknee’s ability to compete. Employees further understand that:
Employees acknowledge that unauthorized disclosure of Confidential Information may result in discipline up to and including termination of employment.
“Confidential Information” should be interpreted broadly. It includes any and all information that has competitive value to the Company, for example value text, illustrations, ideas, concepts, inventions, images, sketches, research, memos, words, financial data and all other nonpublic information (in whatever form) relating to or arising from Redknee business. Business plans and strategies, trade secrets; Redknee considers all of these to be Confidential Information that employees must actively protect at all times.
We expect all employees to handle employee, customer and supplier information, which they gain access to during the course of their jobs, with the same diligence and care as they show for Redknee Confidential Information.
All Redknee employees must sign the standard Employee Agreement to Protect Confidential Information at the outset of their employment (and from time to time if the Company requests it), and agree to be bound by its terms as a condition of their contract of employment with Redknee:
Redknee also requires employees to refrain from practices that may inadvertently result in the disclosure or publication of Confidential Information. Examples include use of non-secure data storage or transmission techniques and careless use of blogs or Internet services and tools.
If you require additional information about our policies concerning Confidential Information, please refer to the Employee Agreement to Protect Confidential Information.
5.4 PROHIBITION OF IMPROPER PAYMENTS, ANTI-CORRUPTION LAWS,
BUSINESS COURTESIES, BRIBERY AND KICKBACKS
No employee of Redknee or any party acting on the Company's behalf shall, in violation of any applicable law, offer or make, directly or indirectly through any other party, any payment of anything of material value (in the form of compensation, gift, contribution or otherwise) to:
In the use of consultants, agents, sales representatives or others, Redknee will employ only reputable, qualified individuals or firms under compensation arrangements which are reasonable in relation to the services performed, and who have entered into written agreements with Redknee.
The Human Resources Department, working with the Legal Department, will establish from time to time appropriate criteria and procedures for international transactions with respect to the selection and compensation of sales representatives. Consultants, agents or representatives the Company retains in relation to the provision of goods or services to any existing or prospective customer, including those controlled by government of any country or regulatory body must agree to comply with all laws, regulations and Company policies governing employee conduct.
The provisions of this section do not apply to ordinary and reasonable business entertainment or gifts not of material value that are customary in local business relationships and not in violation of law as applied in that environment. In some countries (but not in all countries and particularly not in Canada or the United States), it may be acceptable to make such minor gifts to government or private sector officials or executives to expedite or secure routine administrative action. Managers are expected to exercise sound discretion and control in authorizing such business entertainment and gifts.
When customer organizations, governmental agencies or others have policies to provide guidance with respect to acceptance of entertainment, gifts, or other business courtesies by their employees, such policies shall be respected.
It is the policy of Redknee to fully comply with all anti-corruption laws in the countries we do business, specifically the Canadian Corruption of Foreign Public Officials Act and the US Foreign Corrupt Practices Act. Redknee employees may not make any corrupt payment by cash or other items of value directly or indirectly to gain improper advantage with a customer.
Regardless of local customs, Redknee does not practice or condone bribery, nor does it condone the receipt of cash or gifts in return for favorable treatment of a customer. Violation of this policy may result in discipline up to and including discharge. Employees should submit inquiries regarding the appropriateness of gifts from other parties to the Human Resources Department for approval before accepting them.
Some of our business acquaintances customarily distribute small gifts, gratuities, amenities or favors of reasonable value that are related to commonly recognized events or occasions such as promotions, a new job, a wedding, a retirement, a holiday or a birthday directly to a Redknee employee. In the event of such a gift or favor, each employee must decide conscientiously whether or not acceptance would give rise to a feeling of obligation, or could lead to misinterpretation.
Gifts or benefits that might tend to influence an employee’s performance of his or her duty must not be accepted. Such gifts or benefits do not include gifts of nominal value or gifts that serve as general advertising for the donor or discounts or special concessions for all employees.
Gifts may also create a conflict of interest, and under certain circumstances, acceptance or solicitation of gifts may be a federal crime. Gifts that might tend to influence your performance of duty must not be accepted. Such gifts or benefits do not include gifts of nominal value or gifts which serve as general advertising for the donor or discounts or special concessions for all Redknee staff.
Neither you nor members of your family, may accept a personal gift, benefit, service, form of entertainment or anything (“gift”) of more than nominal value ($200 or less) from clients, suppliers, or any other parties with whom we have contractual or other business arrangements.
If you receive a gift with a value exceeding $200, or a gift with an unclear status under this section, promptly refer the matter to your immediate manager or Human Resources. It will then be determined whether the gift shall be retained, returned to the donor, or donated without tax deduction to a charitable organization.
Q: A supplier’s representative offered me tickets to a fabulous concert. They are great seats and I can even take my kids. I feel a little guilty because I’m afraid this is a violation of our Code of Conduct and Business Ethics. But, I don’t want to offend him or give up this once in a lifetime opportunity. Can I accept the tickets?
A: Prior to accepting and attending the event, you should inform your supervisor and/or Human Resources. It is against our policy to accept gifts, entertainment and courtesies that exceed nominal value, especially if such gifts have any potential at all to affect our objectivity. Great concert tickets may fall into that category so be sure to check first.
5.5 ANSWERING OUTSIDE REQUESTS FOR INFORMATION
5.5.1 ENVIRONMENTAL LAWS AND PRACTICES
5.6 CONSULTANTS, CONTRACTORS AND OTHER NON-EMPLOYEES
5.7 FAIR COMPETITION
Remember, at all times, Redknee employees should strive to act with the utmost integrity in all of your dealings. To our clients, prospects, competitors and vendors, you are Redknee.
Q: At a trade association meeting, I overheard an informal group of Redknee competitors discussing future product pricing. Could I have surreptitiously joined the conversation to gain some excellent competitive intelligence?
A: Though it seemed like a good opportunity, it would have been unethical for you to represent yourself falsely, even through omission, to gain non-public competitive intelligence.
6.1 RESOLVING ISSUES AND CONCERNS
No employee will be subject to retaliation by Redknee for voicing concerns regarding violations of the Code if done so in good faith. Redknee has a strict policy against retaliation and will not tolerate retaliation against employees for reporting violations of the Code. Redknee will investigate reports confidentially to the extent possible, subject to Redknee’s responsibilities relative to responding to the matter raised.
In the usual case, your manager is in the best position to address your concerns quickly. However, and depending on the circumstances, you are also free to direct any general or specific concern or question to any of the other contacts listed above. You may raise reports or questions orally, in writing and by e-mail.
Employees can bring concerns relating to the internal accounting practices and audit matters to the attention of the Chair of the Audit Committee of the Redknee Board of Directors. In some circumstances, employees may prefer an anonymous method of expressing concerns relating to more serious or sensitive matters or out of fear of retaliation. With this in mind, Redknee has a mechanism for confidential reports through an externally-managed reporting system called “Alertline”. This system exists specifically to enable anonymous reporting and is available twenty four hours a day, seven days a week. Alertline does not use any tracking, recording or call-tracing devices. Alertline is available via the following country-specific contact information:
Hotline Number: 704-526-1136
Hotline Number: 704-526-1137
Hotline Number: 1-888-475-8376
All Other Countries
Collect/Direct Line: Callers may dial these lines toll-free by contacting an operator and asking to place an international collect call. Exact dialing procedures may vary among countries. In countries where the local carriers will not connect international collect calls, callers may dial direct to these lines; they will be billed for the cost of the calls.
Q: I overheard two of my coworkers talking about an unethical situation that could potentially negatively affect the company. I’m not completely sure of what I heard so I probably should keep it to myself, right?
A: On the contrary, you should speak with a trusted manager or contact Alertline. Situations that affect the company negatively have an impact on all of us. That’s why we have the responsibility to speak up if we have any knowledge of misconduct - or even of any behavior that a reasonable person might construe as misconduct.
6.2 PENALTIES FOR VIOLATIONS
Conduct that may result in action, discipline, or termination of employment under the Code includes:
Employees may bring any questions or concerns to the attention of their manager, Vice-President, Human Resources or a Human Resources representative.
The Code of Ethics and Business Conduct is not a comprehensive rulebook. The Code will be updated periodically and all employees must review and acknowledge the Code on an annual basis.
Many of the items in the Code summarize more comprehensive policies that are available on the company Intranet here.
Certain situations require specific advice. Employees should consult with the appropriate member of the management team in such cases.