Introduction
Carpenter is committed to conducting its business in accordance with the highest ethical and moral standards, as well as in compliance with all applicable laws and regulations of the countries and localities in which we operate. This commitment reflects our Guiding Principles, which all employees shall follow and practice in every aspect of our business lives.
In following these principles, each employee must recognize that personal interests must not be placed above the loyalty and responsibility we each owe to Carpenter as employees. Each of us shall discharge our responsibilities solely on the basis of what is in the best interest of Carpenter and independent of our personal considerations or relationships.
As used in this Code of Conduct & Ethics:
- “Carpenter” means Carpenter Co., and all domestic or foreign subsidiaries and affiliates, as well as any joint ventures in which Carpenter has a majority interest and/or management responsibility,
- “employees” or “representatives” mean and include all Carpenter employees, officers, and directors, and
- “supervisor” means the person to whom an employee or representative reports.
On occasion, we may face situations involving a potential conflict of interest or a question as to the proper course of conduct we are expected to follow. While it is not possible to anticipate each and every situation that may arise, this Code of Conduct & Ethics addresses those types of situations that are most likely to occur and to provide general guidance in all other situations.
Each Carpenter employee should read this Code of Conduct & Ethics in order to familiarize themselves with its contents. If you encounter a situation that is not specifically addressed here, you are expected to apply the overall philosophy and concepts embodied herein and to conduct yourself accordingly. In addition, you are expected to act in accordance with the provisions of the Employee Handbook (if available) and specific Carpenter policies that are available from your supervisor or Human Resources office. If a question still exists in your mind, the particular circumstances should be discussed with your supervisor, your Human Resources manager, the Legal Department or a member of senior management.
Carpenter Philosophy
One of Carpenter’s Guiding Principles best summarizes its philosophy. “We must do the best we can to serve ourselves, but we should not forget that in the final analysis, we serve society whose approval of our actions forms the basis for the existence of our Company”. This means that we should conduct our affairs with customers, suppliers, employees and others in an honest and straightforward manner. Not only is this good ethics, it is good business as well.
Although it is important to recognize the value of having and adhering to such a philosophy, Carpenter also recognizes that it is equally important to create and maintain a work environment that fosters this philosophy and within which employees can work comfortably. An essential part of this environment is our Open-Door policy, which provides our employees the opportunity to discuss situations that are of concern with the appropriate supervisor or member of management. Employees must be able to feel satisfied that a situation has been handled properly. Thus, open communication is expected and encouraged, especially in dealing with sensitive issues involving business ethics, conflicts of interest, and employee relations.
Every Carpenter employee is expected to act in the best interest of Carpenter at all times and to conduct your day-to-day business on behalf of Carpenter in accordance with the following principles:
Conflicts of Interest
As a Carpenter employee, you must avoid situations where your personal interests conflict, or could reasonably appear to conflict, with the interests of Carpenter, or which might influence or appear to influence your judgment or actions in the performance of your duties. An example might be a personal or family financial interest in a company that is either a competitor of, or that has business relations with, Carpenter (this restriction does not apply to minimal holdings of the stock or other securities of a corporation whose shares are publicly traded). Employees should also avoid outside employment or activities that could in any way negatively impact job performance or Carpenter’s reputation in the community, or otherwise conflict with your obligations to Carpenter.
Use of Carpenter Assets
The assets of Carpenter are to be used solely for its benefit. Each employee is responsible for assuring that corporate assets are used only for valid corporate purposes. These assets are not limited to just our physical plants, equipment, inventory, corporate funds, or office supplies. They also include new technologies, inventions, business strategies, financial data, and other information about our business. No employee may use these assets to pursue personal gain for themselves or others. No employee may sell or otherwise transfer any such assets to other people, except in the ordinary course of business and in accordance with standard procedures. Any such sale or transfer must be supported by properly approved documentation and recorded in Carpenter’s books and records.
Confidential Information
As a Carpenter employee, you may have access to confidential information about Carpenter and its customers, suppliers, and competitors. This information should not be disclosed to non-employees for any reason except in accordance with Carpenter’s established procedures, such as pursuant to confidentiality agreements. Employees must not use confidential information obtained on the job to pursue personal financial gain. “Confidential information” includes information or data on products, business strategies, corporate manuals, materials, processes, systems, procedures, etc., as well as all financial data. The aforementioned types of information, documents and data are considered Carpenter’s trade secrets and are intended to be protected by all applicable laws governing such trade secrets.
Bribes and Kickbacks
Employees or their families may not under any circumstances accept or encourage the payment of personal bribes, kickbacks, rebates or other forms of payment in connection with the purchase or sale of goods and services. These payments can take many forms and are not limited to direct cash payments. In general, if the employee or their family stands to gain personally through the transaction, it is prohibited. Such practices are not only unethical but are in many cases illegal.
Reciprocity
There may be instances where Carpenter purchases goods or services from a supplier that also buys goods and services from us. While this practice is considered acceptable, any form of pressure for reciprocity with that supplier is not. Suppliers must not be asked to buy our products or services in order to become or continue to be a supplier to Carpenter.
Gifts or Gratuities
Employees may not accept gifts of money under any circumstances, nor may they solicit non-monetary gifts, gratuities, or any other personal benefit or favor of any kind from individuals, suppliers, or customers. Employees may accept unsolicited, non-monetary gifts from a customer or potential customer only if the gift is of nominal value or the gift is primarily of an advertising or promotional nature. Gifts of more than $50 may be accepted if protocol, courtesy, or other special circumstances exist, as sometimes happens with international transactions. However, all such gifts must be reported to the appropriate Executive/Senior Vice President, who will determine if the employee may keep or must return the gift, or whether the gift should more appropriately become Carpenter’s property.
Entertainment
Employees should not solicit entertainment from any individual, supplier, or customer with whom Carpenter does business. In appropriate circumstances, employees may entertain individuals with whom Carpenter has a business relationship, as long as the entertainment is provided in accordance with Carpenter’s entertainment and other policies. Offering or accepting entertainment other than in the development of a business relationship must be avoided.
Payments to Sales Representatives and Consultants
Agreements with sales representatives or consultants must (i) be in writing, (ii) clearly and accurately set forth the services to be performed, (iii) reflect the basis for earning the commission or fee involved, (iv) set forth the applicable rate or fee and (v) be reviewed and signed by an authorized Carpenter representative. Any such payments must be reasonable in amount and commensurate with the value and type of services rendered.
Payments to Government Employees
No payments of money, gifts, services, entertainment or anything of value may be offered or made available in any amount, directly or indirectly, to any government official or employee in any country, even if the payment is legal in that country. If in doubt, consult with the Legal Department.
Other Improper Payments
The use of Carpenter funds or assets for any unlawful or unethical purpose is strictly prohibited. Any payment that is improper when made by a Carpenter employee is likewise improper if made by a sales representative, consultant, or other third party on behalf of Carpenter where Carpenter knows or has reason to know that the payment will be made. The making of any payment to a third party for any purpose other than that disclosed on the payment documentation is prohibited.
Falsification of Records
False or misleading entries must never be made in any of the books or records of Carpenter nor in any internal or external reports for any reason. No payment or receipt on behalf of Carpenter may be approved or made with the intention or understanding that any part of the payment or receipt is to be used for a purpose other than that described in the documents supporting the transaction. Any off-book accounts, where there is no accounting for receipts or expenditures on Carpenter’s books, are strictly prohibited.
Retention of Records
Disposal or destruction of Carpenter’s records and files must be done in compliance with its records retention policy. Various regulations require the retention of certain records for various periods of time, particularly in the tax, personnel, health and safety, and environmental areas. In addition, when litigation or a government investigation or audit is pending or imminent, relevant records must not be disposed of or destroyed until the matter is closed. Destruction of records to avoid disclosure in a legal proceeding may constitute a criminal offense. Any questions concerning records retention should be addressed to the Legal Department, particularly if any litigation, investigation, or administrative action involving Carpenter or any of its officers, suppliers, or customers is or may be pending.
United States Antitrust Laws
Carpenter employees are expected to comply with the antitrust laws of the United States. Carpenter’s policy prohibits any discussion, communication, agreement, or understanding with any competitor concerning prices, discounts, terms or conditions of sale or purchases, markets, production costs, distribution, or the like. Any understanding or agreement with another person to refrain from doing business with a customer or supplier or any discrimination in prices or promotional allowances as between competing customers (except as set forth in the next paragraph) is against Carpenter policy. It is also against Carpenter policy to require that a customer adhere to any suggestions concerning resale prices or terms of resale.
It must be emphasized that the antitrust laws of the United States are complex and that the foregoing is necessarily set forth in general terms, as it is not possible to set forth all available legal exceptions. However, it is recognized in the case of Carpenter’s policy on prices and promotional allowances that a lower price may be given to a customer in order for Carpenter to compete with demonstrable cost savings offered by one of our competitors. A greater promotional allowance may be given to a customer competing with one or more other customers when given in good faith to meet a competitor’s allowance. However, such exceptions must be approved by the Legal Department.
It should be noted that the antitrust laws of the United States may apply to transactions or agreements entered into abroad where there is a substantial impact on the domestic or foreign commerce of the United States. This may be so even though the transactions involve citizens or corporations of other countries. Therefore, employees should review proposed international transactions with the Legal Department to determine whether their effect on domestic or foreign commerce would bring them within the jurisdiction of the United States antitrust laws. It should also be noted that in some cases, whether or not the antitrust laws of the United States are applicable, the antitrust laws of foreign countries may be applicable. In such cases, Carpenter’s policy requires compliance with the applicable law.
Compliance with Laws of Countries Outside the United States
Employees are expected to comply with the laws of each country or jurisdiction in which Carpenter operates or conducts business. The fact that in some countries certain standards of conduct are legally prohibited but such prohibitions are not enforced in practice or their violations are not subject to public criticism or censure does not excuse our employees’ violations of those laws. Employees should consult with the Legal Department if they have any questions regarding compliance with the laws of any country outside the United States.
Anti-Money Laundering and Combating Financing of Terrorism
Carpenter complies with all applicable anti-money laundering laws and regulations. Money laundering is any attempt to make the proceeds of criminal activity appear legitimate. Carpenter also complies with all applicable laws and regulations to combat the financing of terrorism, defined as an act aimed at creating social terror or endangering people, property and public peace. Our employees must be alert at all times for any suspicious activity that may involve the foregoing and promptly report such activity to a member of senior management or the Legal Department.
As part of its core human relations philosophy, Carpenter adheres to the following fundamental employment/human rights concepts in its interactions with its employees:
Open-Door Policy
Carpenter’s Open-Door Policy reflects our strong belief that any work-related concerns our employees may have can be addressed best within our organization. In addition, every employee has the right and responsibility to bring to management’s attention any behavior that an employee believes does not meet the standards of our Code of Conduct & Ethics. Only by bringing such concerns to management’s attention can Carpenter promptly consider and properly address employees’ concerns. Consequently, employees should promptly disclose any acts or transactions they believe may violate our Code of Conduct & Ethics to their supervisor, their Human Resources manager. the Legal Department, the Internal Audit Department and/or any member of senior management. Any such communications will be treated confidentially and will not result in retaliation.
It is Carpenter’s expectation that no one in management be critical of your concerns. Obviously, not every concern or question can be resolved to the satisfaction of the person involved. However, we want to do everything reasonably possible to ensure that your concern or question is given proper consideration in accordance with applicable law and this Code of Conduct & Ethics and will not result in any retaliation.
Equal Opportunity
Carpenter policy requires that all persons be provided equal employment and advancement opportunities without regard to an individual’s race, color, gender, national origin, age, physical or mental disability, veteran status, religion, ancestry, marital status, sexual orientation or any other classification protected by applicable law. Behavior inconsistent with our philosophy of mutual respect for all employees will not be tolerated. Carpenter is an equal opportunity employer and employment discrimination of any sort is prohibited. Violations of our policy or applicable law should promptly be reported to an employee’s supervisor, Human Resources manager or member of management.
Harassment & Discrimination Free Workplace
Carpenter is committed to providing all employees with a safe and harmonious working environment, free of harassment, discrimination, or retaliation of any kind. In return, Carpenter expects all of our employees to treat each other with courtesy and fairness and to respect the dignity of their fellow employees. Carpenter will not tolerate harassment, discrimination or retaliation of any kind by an employee against another employee.
In addition, all verbal and physical threats of violent behavior are unacceptable and should be reported promptly to the appropriate supervisor, Human Resources manager or any member of management. Carpenter will investigate every such report, and any employee who engages in threats of or actual violence will be subject to disciplinary action, up to and including termination of employment.
Forced or Child Labor
Carpenter does not use, nor will we tolerate the use of forced, child or compulsory labor. Carpenter provides its employees with competitive wages and benefit packages that meet, and often exceed, the requirements imposed by applicable law.
Employee Relations
We recognize and respect our employees’ basic employment rights and freedoms, including the freedom of association; however, our employees and management have also long recognized the advantages of dealing directly with one another to insure the long-term success of our business. We are confident that Carpenter will continue to be successful by working together in a spirit of cooperation, mutual respect and understanding.
Safety, Health and Environment
Carpenter is committed to providing a safe and healthy workplace for all of its employees. It is also committed to full compliance with all applicable laws and regulations, which requires the awareness, cooperation and participation of all Carpenter employees. We each have a responsibility to comply with established operating procedures, to follow our health and safety policy and to comply with applicable environmental laws and regulations regarding the emission, discharge, handling and disposition of industrial and hazardous waste materials. It is the responsibility of each operating location to become familiar with and comply with the applicable procedures, policies, laws and regulations.
Regulatory agencies exist at multiple levels in all jurisdictions in which we operate to insure compliance with laws and regulations affecting safety, health, and environmental protection. It is Carpenter’s intention to comply with both the letter and the spirit of the laws and regulations enforced by these agencies and to attempt to develop a cooperative attitude with inspection and enforcement personnel from these agencies.
Sustainability
Carpenter has embraced sustainability as a core part of who and what we are. Very simply, we want to provide valuable solutions that enhance people’s lives while ensuring we take steps to preserve our planet.
Political Activities and Contributions
Carpenter encourages our employees to participate personally in the political process; however, you must make every effort to ensure that you do not create the impression that they are speaking or acting on Carpenter’s behalf. Carpenter will not make contributions to political parties or candidates nor will it provide any form of support that may be considered a political contribution. Employees visiting or residing temporarily in a country other than their home country should not engage in any political activities in that country.
Civic Activities
Carpenter encourages our employees to take an active part personally in their communities and to support a variety of organizations, provided that it does not interfere or conflict with their individual job or Carpenter’s business.
Data Privacy
Carpenter is committed to compliance with all applicable privacy laws when collecting, using and sharing personal information regarding its employees, vendors, customers or other individuals.
Vendor, Customer and Contractor Compliance
It is Carpenter’s expectation that its vendors, customers and contractors will familiarize themselves with this Code of Conduct & Ethics and conduct their respective businesses in full compliance with its contents. Carpenter reserves the right to certify their compliance from time to time.
Violations
Carpenter employees are expected to comply with this Code of Conduct & Ethics in the course of their business dealings. Accordingly, any employee who knowingly violates this Code of Conduct & Ethics, or knowingly permits a subordinate or a fellow employee to do so, shall be subject to disciplinary action, up to and including termination.
Rev Date: July 2024