EXHIBIT (14a)
UNIFI, INC.
ETHICAL BUSINESS CONDUCT POLICY STATEMENT
(As Amended July 22, 2004)
UNIFI, INC.
CORE VALUES
At Unifi we will achieve business and personal success by ensuring that we
adhere to a basic set of beliefs and values. At Unifi:
1) We will conduct all business with an absolute commitment to integrity,
honesty, and fairness.
2) We are committed to maintaining a work environment that ensures profit and
financial security for Unifi, Employees, Share Holders and other
stakeholders.
3) We realize that customers are critical to our success and have an unerring
commitment to customer service and customer satisfaction. Our customers
will realize a competitive advantage in their relationship with Unifi.
4) Employees are not considered commodities or assets. Employees and families
are partners who will share in our business successes, difficulties,
sacrifices and rewards.
5) Continuous learning, diversity, personal and professional development,
safety, and fun will mark our work environment. These are non-negotiable
critical components of our business. Employees will realize a personal and
professional advantage through employment with Unifi.
6) Our workplace will be marked by the flexibility that combines a healthy
respect for tradition while aggressively seeking appropriate change
initiatives to ensure the ongoing success of our business. Change is
continuous and welcomed.
7) We are committed to building and maintaining competitive advantages not
destructive bureaucracies for employees and customers.
8) We will create and maintain simple and effective processes that meet the
threats of the marketplace while creating and taking advantage of
opportunities. Our processes will embrace cutting edge technology and
quality in all aspects of our operations.
9) We will promote a passion for creativity, innovation, personal leadership
and an entrepreneurial spirit. Employees will be empowered to think and
act in a way that promotes "small business" service and reaction levels.
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UNIFI, INC. ETHICAL BUSINESS CONDUCT POLICY STATEMENT
Unifi, Inc. ("Unifi" or the "Company") will conduct its business fairly,
impartially, in an ethical and proper manner, and in full compliance with all
laws, rules and regulations. In conducting its business, integrity must underlie
all Company relationships, including those with customers, suppliers, and
communities and among employees. The highest standards of ethical business
conduct are required of Unifi employees in performance of their Company
responsibilities. Employees will not engage in conduct or activity that may
raise questions as to the Company's honesty, impartiality, or reputation or
otherwise cause embarrassment to the Company. Conduct that is prohibited under
Company policy may not be accomplished on an employee's behalf by anyone outside
the Company.
Every employee has the responsibility to ask questions, seek guidance, promptly
report suspected violations, and express concerns regarding compliance with this
policy and the related procedures. The Company will maintain a program to
communicate to employees its commitment to integrity and uncompromising values.
The program will inform employees of Company policies and procedures regarding
ethical business conduct and assist them in resolving questions and in reporting
suspected violations. This reporting process will provide a means of
communicating separate from line management, with particular safeguards to
maintain confidentiality. Retaliation against employees who use Company
reporting mechanisms to raise genuine concerns about other employees will not be
tolerated.
The Office of Corporate Compliance under the direction of the Corporate
Compliance Officer appointed by the Board of Directors is responsible for
providing policy guidance and issuing procedures to assist employees in
complying with Company expectations of ethical business conduct and
uncompromising values. This policy and related procedures constitute the
standards of ethical business conduct required of employees. Managers are
responsible for supporting their implementation and monitoring compliance.
In fulfilling its obligations set forth above, the Company does hereby adopt and
issue the following as its Ethical Business Conduct Policy Statement ("Policy
Statement"). All employees of the Company regardless of office or position shall
be held accountable to abide by the Policy Statement in any and all dealings
pertaining to the Company's business.
1. PERSONAL CONDUCT
Unifi relies on each of us to fulfill our job and attendance expectations, to
follow safety and operating procedures, department and organization rules, and
supervisory instructions. We are also expected to conduct ourselves in an
orderly and considerate manner and in keeping with the "UNIFI WAY".
HARASSMENT - A basic principle governing relationships at Unifi is that each
individual shall be treated with fairness and respect. Harassment, in any form
is prohibited, including but not limited to harassment targeted at an individual
because of his or her race, color, religion, sex, age, disability, or national
origin. The use or circulation of offensive materials, slurs, inappropriate
remarks and "humor" at another's expense undermines respect and is not
appropriate for our workplace.
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Unifi prohibits any conduct that constitutes SEXUAL HARASSMENT. Such harassment
can include unwelcome sexual advances, requests for sexual favors, explicit or
implicit promises of favorable treatment in return for sexual favors, comments
or physical contact of a sexual nature or display of sexually explicit materials
in the workplace. No employee should be involved in sexual conduct or activities
that create a hostile, offensive or uncomfortable work environment.
WORKPLACE VIOLENCE is another form of harassment. Unifi will not tolerate
violence in the workplace in any form. Examples of workplace violence include
physical assault, threat of physical harm or assault, stalking, intimidation,
and theft or vandalism of Company or personal property.
Possession of firearms on all Company property is prohibited, unless
specifically authorized by site procedures or as necessary for an employee's job
(e.g., a security guard). Possession includes, but is not limited to, carrying a
firearm on your person, or having a firearm in a locker or in a private vehicle
on Company property. Carrying firearms in Company vehicles is also prohibited.
ALCOHOL AND DRUGS - All Unifi employees must be free of impairment due to
alcohol or drugs upon reporting to work and during all work time.
Unauthorized possession or use of alcohol on Company property is prohibited. Use
of alcohol off premises while on Company business is prohibited if such use
results in either impairment of the employee's business judgment or job
performance or placing the safety of the employee or others at risk.
The illegal possession, use, sale, manufacture, or distribution of illegal drugs
(including the abuse or misuse of legal drugs) on Company property or while on
Company business is prohibited.
As a condition of continued employment, employees must notify their immediate
supervisor in writing of any criminal drug statute conviction within 5 days
after such a conviction. In addition, the Company will fulfill its legal
obligation to report to the appropriate authorities any person found to be
illegally selling, distributing, or possessing drugs.
To achieve and maintain a drug free workplace, each site within the Company will
have the discretion to adopt, in coordination with the Legal Department, a
program of random drug testing for all employees at that site.
EMPLOYEE PERSONAL RELATIONSHIPS - Personal relationship (i.e., specifically
emotional or sexual) between employees on their personal time and off Company
property are outside the Company's area of responsibility. However, the Company
will become involved, and take appropriate action, if problems resulting from
such a relationship manifest themselves on the job or a supervisor engages in
such a relationship with a subordinate under his/her supervision.
2. CONFLICT OF INTEREST
Employees should avoid any situation where their personal interests conflict or
appear to conflict with the interests of the Company. To be objective,
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impartial and to act in Unifi's best interest when conducting Company business
is expected of each of us. Outside influences and personal interests should not
hinder, distract or adversely affect your job performance. This general
principle of avoiding conflicts of interest applies to the following:
SUPPLYING GOODS AND SERVICES - No Unifi employee may benefit, or seek to
benefit, from the relationships that we have with our customers and suppliers.
All employees must be free from the influence of personal considerations when
representing the Company in transactions with outside parties, when making
recommendations related to such transactions, or when making decisions about
such transactions. Situations must be avoided that could lead to divided
loyalties or present the appearance of a conflict of interest.
NON-UNIFI EMPLOYMENT - Unifi does not wish to interfere with an employee's
activities outside the hours worked for the Company. Employees may engage in
other business activities, provided:
- Unifi's relationship with its vendors or customers is not adversely
affected.
- Unifi property is not involved without appropriate approval.
- Job performance and attendance are not adversely affected.
- Work time is not used to conduct outside business activity.
No employees may work for suppliers, consultants related to Unifi's field of
interest, customers or competitors without prior written approval of the
Corporate Compliance Officer.
FINANCIAL INTEREST IN OTHER - Employees and members of their household should
not have a significant investment or other financial interest in the business of
a customer, a supplier, a competitor, an actual or potential participant in a
transaction or other business venture involving Unifi, or any other investment
or financial interest that could give the appearance of, or create, a divided
loyalty on the part of the employee. Relatively small investments in the
securities of publicly owned corporations would not normally be considered a
violation of this guideline.
If you have outside interests, activities or employment that may be considered a
conflict of interest, you should bring this situation to the attention of your
supervisor, the Human Resources Department or the Corporate Compliance Officer.
GIVING/RECEIVING GIFTS OR FAVORS - Unifi sells and purchases superior products
and services on the merits of competitive pricing, quality of work and
materials, and timely performance. Unifi does not want to conduct business on
any other basis.
Employees or members of their household will not offer, solicit, or accept any
items of value to/from any person or organization that does or seeks to do
business with, or is a competitor of, the Company if such items may be construed
as an attempt to influence or induce business. Such practices are not only
against Company policy, but may be in violation of the Foreign Corrupt Practices
Act if they involve government or political party officials (see Business
Outside the U.S.).
Good judgment and reasonableness must be exercised to avoid any potential
misinterpretation and adverse effect on the reputation of the Company or its
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employees. No employee shall ask any of Unifi's customers or suppliers to
provide any type of gratuities. If a gift is offered to an employee that is not
normally associated with customary business practices, a Company officer or
designated delegate must approve its acceptance.
If the purpose is to hold bona fide business discussions or to foster better
business relations, the giving or receiving of meals, refreshment, travel
arrangements, lodging or accommodations, entertainment, tickets, small gifts,
promotional items, and other incidental benefits will be allowed under the
following guidelines:
- They are consistent with acceptable business customs and practices.
- They are for a Company business purpose.
- They are not illegal or in violation of the ethical guidelines of
the recipient's Company.
- They are of reasonable value and would be paid by normal Company
expense account procedures.
- The recipient does not solicit them.
- They cannot be construed as a bribe, pay-off, or kickback.
- They are not given or received on a repetitive basis.
- They will not cause, and would not reasonably be perceived to cause,
the recipient to alter normal business judgment concerning any
transaction with the Company or impair the individual's loyalty to
their employer, and
- They will not be an embarrassment to the Company or the employee if
publicly disclosed.
The offer or acceptance of cash, cash equivalents, or securities is not
appropriate under any circumstances. An employee or members of his or her
household may accept promotional premiums or discounts on personal purchases of
a supplier or customer's product only if such discounts are generally offered to
all other Company employees.
In some countries outside the United States, local customs may encourage the
giving or exchange of gifts to customers or others on special occasions. In
these countries, the giving of gifts that are lawful, appropriate and of nominal
value is allowed, provided the action cannot be construed as seeking special
favor and prior Company approval is obtained. Where Company guidelines would not
normally permit an employee to accept a specific gift, but a local custom
outside the United States would make refusal of the gift awkward or insulting,
the gift should be accepted, if lawful. The employee should immediately consult
with supervision concerning the appropriate disposition of the gift.
Special restrictions may apply in certain federal, state, and local government
areas and countries outside the United States. Employees should consult with the
Legal Department to determine whether there are any special restrictions before
engaging in a business relationship in these areas. Under no circumstances
should any gifts, entertainment, meals, transportation, lodging, or other things
of value be given to employees of state and United States federal agencies.
Any employee who is considering making a payment that could be construed as a
"kickback," has been asked to make a questionable payment by a third party, or
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has been offered something of value in the course of his or her job duties,
should contact his or her supervisor or the Legal Department for guidance.
3. REPORTING INTEGRITY
Each Unifi employee is responsible for the integrity, completeness and accuracy
of the Company records that he or she prepares or maintains.
All of our accounting records, expense accounts, financial and research reports,
time records, and other documents must clearly represent the relevant facts and
the true nature of a transaction. No one may alter, knowingly make misleading
entries or falsify Company records. Improper or fraudulent accounting,
documentation, or financial reporting are contrary to Company policy and may
also be in violation of applicable laws. Intentional accounting
misclassifications (e.g., expense versus capital) and improper acceleration or
deferral of expenses or revenues are examples of unacceptable reporting
practices and serious violations of Company policy.
All Company records, whether in physical or electronic form, must be retained in
accordance with Unifi's Record Management Program guidelines and applicable
statutory and legal requirements.
Failure to adhere to the above guidelines may constitute a violation of the
Foreign Corrupt Practices Act.
4. PROTECTION & USE OF COMPANY ASSETS
All employees have the responsibility to protect Company assets and resources
from loss, theft, or misuse.
USE OF WORK TIME - The Company expects employees to use their work time to
perform their assigned responsibilities not spend time on non-Unifi business and
activities.
USE OF TANGIBLE PROPERTY - Tangible property includes inventory, office
supplies, computer hardware and software, tools, equipment, vehicles, and cash.
The Company does not allow use of these assets for non-Unifi activities without
appropriate authorization.
PROTECTION OF COMPANY INFORMATION - Employees should maintain the
confidentiality of information entrusted to them by the Company or its customers
or suppliers, except when such disclosure is authorized or legally mandated.
Information is one of Unifi's most valuable assets. The protection of Company
information from unauthorized use, disclosure, or destruction is the
responsibility of every Unifi employee. Company information is available to
employees only on a need-to-know basis and must be used only for approved
Company purposes. Appropriate approvals must be obtained for disclosure of
information outside the Company. Failure to adhere to this policy could subject
an employee to liability under state "trade secrets" protection laws and the
Economic Espionage Act of 1996. As with any company asset, the Company reserves
the right to monitor and inspect the use of Company information at any time.
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USE OF COMPANY INFORMATION FOR PERSONAL GAIN - As a consequence of your
employment with Unifi, you may become aware of nonpublic information about
Unifi, its customers, suppliers and competitors. You must not use this
information for personal financial profit or other advantage. Failure to adhere
to this policy could subject an employee to liability under federal securities
laws (see Insider Trading). Further, employees should not take for themselves
personally opportunities that are discovered through the use of corporate
property, information or position; any such opportunity belongs to the Company.
COPYRIGHTS - Copyrights protect original works of authorship (such as technical
papers, news articles, software, videos and artistic works) that are fixed in a
form (such as on paper, film, tape, compact disk, floppy disk, or other
electronic form). Our copyright policy is to honor the copyrights of others, and
we expect others to honor our copyrights. As Unifi employees, we may not copy,
photocopy, reproduce (including electronic reproduction) or distribute, transmit
by fax or other electronic media (e-mail) any copyrighted work without the
permission of the copyright owner or its authorized agent. In a like manner,
employees should never copy copyrighted work for their own personal use without
permission of the copyright owner.
With regard to computer software, we will only copy and use purchased software
in accordance with the applicable licensing agreement. The terms of these
agreements vary widely; employees should contact the Department of Information
Technology with any questions related to the copying and use of Company
software.
PATENTS - Patents protect new and non-obvious products, processes, equipment and
compositions. Any new and useful product, process, equipment and/or composition
may be patented as long as it is adequately described and appropriately claimed
in the patent. Unifi's policy is to honor the valid patents of others, and Unifi
expects others to honor Unifi's valid patents.
Prior to commercialization, all new products and processes must be cleared by
the Legal Department to ensure their commercialization will not infringe any
valid patent held by another. A finding of infringement could result in Unifi
losing its right to make the infringing product and payment of damages based
upon the sales of the infringing product. In addition, a Court could, in its
discretion, award "trebled" (tripled) damages where the infringement is found to
have been willful.
Employees may not use patents owned by Unifi for their own personal purposes.
INVENTIONS - Unifi's future growth and competitiveness depend in part upon the
success of our research and development efforts. Employees are reminded that any
invention or other intellectual property which is conceived by them while
employed by Unifi and which relates to Unifi's existing or contemplated business
shall be the exclusive property of Unifi.
5. INSIDER TRADING
In addition to being illegal and unethical, it is a violation of Company policy
for you to buy or sell stock or other securities while in possession of
"material nonpublic (inside) information". This is true for Unifi stock, as well
as stock or other securities of suppliers, customers, competitors, venture
partners, acquisition candidates, or other companies about which you may
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possess "material nonpublic information". Information is deemed to be material
if there is a substantial likelihood that a reasonable investor would consider
the information important in deciding whether to purchase, sell or retain a
security. Information is "nonpublic" if it has not been disseminated in a manner
making it available to investors generally (by means of a press release, for
example).
Examples of information that may be considered material include:
- plans for mergers or significant acquisitions;
- earnings and financial results prior to release;
- news of major changes in senior management or organizational
structure;
- threatened litigation or changes in the status of an ongoing
lawsuit;
- loss of important contracts or customers;
- planned action regarding our stock; and
- product developments or discontinuations.
If you are aware of such material inside information, you should not purchase or
sell the relevant securities until this information has been released to and
assimilated by the public. Normally this is considered to have occurred on the
third business day after public announcement.
In addition, you may not communicate, discuss or "tip" material or other
confidential information to family, friends, or others who may trade or advise
others to trade in Unifi stock.
To avoid even the appearance of impropriety and to facilitate compliance with
federal securities laws, Unifi policy also prohibits employees from buying or
selling "put" or "call" options, or making "short sales" of Unifi stock, whether
or not in possession of inside information.
In addition to the restrictions indicated above, additional restrictions apply
to Unifi's officers and directors. Any employee who has questions regarding the
trading of stock should contact the Legal Department.
Employees involved in the misuse of material nonpublic information and found in
violation of the insider trading laws are subject to civil and criminal fines
and imprisonment.
6. RELATIONSHIPS WITH OTHER COMPANIES
In all relationships, we wish to treat other parties fairly and honestly by
doing what is right, as well as what is legal.
CONTACTS WITH COMPETITORS - In all contacts with competitors or potential
competitors, we must avoid any conduct that suggests an express or implied
understanding or agreement exists with respect to prices, terms of sale,
production for third parties, or with respect to allocation of customers,
markets or territories. Such agreements or understandings can serve as the basis
for criminal liability under the antitrust laws. Such antitrust violations could
expose an employee to imprisonment and the Company to massive monetary penalties
and significant civil damage claims.
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Therefore, Company policy prohibits any discussion or communication with any
representative of a competitor or a potential competitor concerning the
following:
- Prices;
- Pricing policies;
- Bids;
- Discounts, royalties or promotions;
- Credit or shipment terms, or other conditions of sale;
- Choice of customers or allocating customers between competitors;
- Territorial markets (i.e., dividing up a territory between
competitors);
- Products to be manufactured and/or sold (i.e., agreements with
competitors on products to be manufactured and/or marketed by each);
- Production quantities or quotas (i.e., agreements between
competitors as to the amount of products to be manufacture and/or
sold by each, or the addition of new capacity); and
- Employee compensation practices.
The following are practical suggestions to follow with respect to relationships
with competitors:
- If you are invited by a competitor to discuss pricing or other
prohibited subjects, you should terminate the discussion immediately
and report it to the Legal Department directly or through your
supervision/management.
- Do not initiate discussions of pricing or other prohibited subjects
with competitors.
- Do not exchange price lists, bids, terms or conditions of sale with
a competitor, except in connection with a bona-fide sale to, or
purchase from that competitor.
- Do not call representatives of our competitors at their residences.
- Do not ask someone to determine what competitors will do in response
to a proposed price move, where obtaining an answer would involve
contacting a competitor. Remember that you cannot do anything
indirectly that would be a violation of law if done directly.
"Signaling" price moves among competitors can be tantamount to an
agreement on prices.
- Refrain from discussing pricing or other matters detailed above
during any joint venture negotiation or other legitimate contact
with our competitors.
BENCHMARKING AND INFORMATION EXCHANGES - Benchmarking is a structured approach
for exchanging and analyzing information. Any exchanges of information with, or
benchmarking of, competitors, whether directly or through a third party or
consultant, must be carefully examined to determine whether they raise antitrust
concerns. Such exchanges could include information about prices and
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terms of sales, credit practices, costs, production levels, future plans and
compensation. Accordingly, any such benchmarking or exchanges of information,
either directly or through a third party or consultant, should be approved in
advance by the Legal Department.
TRADE AND CREDIT ASSOCIATIONS, INDUSTRY GROUPS - Trade and credit associations
and industry groups typically involve meetings of competitors. In order to
assure compliance with antitrust laws and regulations, membership in such an
organization, whether of competitors or customers, require the advance specific
written approval of the Legal Department. At such meetings, do not engage in
formal or informal discussion of prices or other similar matters with
competitors. Legal counsel (retained by the trade association) should be present
at all meetings.
INFORMATION ABOUT OTHER COMPANIES - Unifi uses confidential information about
other companies in an appropriate business context and limits its availability
to those who reasonably need it to conduct Unifi's business. We will not use any
illegal or improper act to obtain another company's trade secrets or other
confidential business, financial, scientific or technical information. The use
of industrial espionage, trespassing, burglary, wiretapping, or stealing to
obtain such information is prohibited. We will not hire a competitor's employees
to obtain confidential information, or improperly solicit confidential data from
employees of any party.
As a Unifi employee, you must not disclose or discuss confidential information
from a previous employer with any Unifi employee. You must advise Unifi if you
are obligated under any written agreement of confidentiality with a former
employer, and must adhere to the letter and spirit of any such agreement. Should
you have in your possession any potentially confidential information from a
former employer, we recommend that you return it immediately.
It is good general practice to avoid passing information obtained from one
company to another.
Unifi does not promote its business by disparaging its competitors, their
products, or their services.
CONFIDENTIAL INFORMATION PROVIDED BY OTHER COMPANIES - Unifi's policy is not to
accept information that could be deemed confidential, restricted or limited in
its disclosure or use, unless a written agreement specifying the rights and
obligations of all parties has been approved by Unifi's Legal Department and
signed by an authorized representative of each party. A properly executed and
approved agreement is necessary to help assure that Unifi's business, research,
development and technical services activities are not compromised, and that an
unwanted confidential relationship is not claimed by another party. An
appropriate agreement also can help to avoid the improper receipt of information
under the Economic Espionage Act of 1996.
Until such an agreement is in place, Unifi employees should refuse to discuss or
accept the confidential information of others. Examples of such confidential
information could include: unsolicited disclosures by outside inventors,
drawings and manuals that bear markings asserting confidentiality, proprietary
designs, processes, methods, systems, procedures or formulas, or confidential
financial information or business planning documents.
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Unifi employees visiting the offices and plants of customers, suppliers, and
competitors should not sign visitor registration pads or passes that contain
secrecy agreements or confidentiality clauses.
Where a secrecy or confidentiality agreement is necessary for such visits, an
appropriately drafted agreement should be approved by the Legal Department and
executed by the parties prior to the visit.
GOVERNMENT CONTRACTING - There are complex regulations governing persons and
entities that contract with the federal government. Such contracts can be
significantly different than those encountered in contracting with private
commercial entities. Government procurement regulations cover costing, quality
control and testing, payment of gratuities and kickbacks to government
employees, the hiring or retaining of former government employees, and the
confidentiality of government information.
RECIPROCAL DEALING - Unifi's decision to buy goods and services from a supplier
must be made independently from the supplier's decision to purchase Unifi
products or services.
7. MARKETING
In marketing our products, we must observe all of the basic antitrust principles
noted above. There are, however, some additional legal and ethical principles
that should govern our conduct.
Our advertising should always be truthful. If we make specific claims about our
products or the performance of our products, we should have evidence to
substantiate those claims. We should not label or market our products in any way
that might cause confusion between our products and those of any of our
competitors. Similarly, we should be alert to any situation where a competitor
may be attempting to mislead potential customers as to the origin of products
and inform appropriate management or the Company's legal department of any such
cases.
If we offer advertising or promotional allowances, we should offer them on a
proportionately equal basis to all of our customers. Advertising and promotional
allowances are subject to very detailed and technical regulation under the
Robinson-Patman Act and, therefore, should only be offered after approval from
the Company's Legal Department.
We should not disparage any of the products, services, or employees of any of
our competitors. If we do engage in any comparison of our products against those
of our competitors, such comparisons should be fair. Comparative advertising is
also subject to some regulation and should, therefore, be cleared with the
Company's Legal Department beforehand. All use of the Company's trademarks and
trade names should be in accordance with our policies governing such use.
We will not use gifts, excessive entertainment, nor any other ways to improperly
influence our potential customers. We will market our products on the basis of
our price, quality, and service.
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8. GOVERNMENT INVESTIGATIONS
It is the policy of the Company to fully cooperate with any government
investigation. A condition of such cooperation, however, is that the Company be
adequately represented in such investigations by its own legal counsel.
Accordingly, anytime anyone in the Company obtains any knowledge that would lead
one to reasonably believe that a government investigation or inquiry was
underway, this information should be communicated immediately to the Company's
Legal Department. Of course, our routine dealings with the government (e.g., tax
audits, audits from Labor Department personnel, and OSHA and environmental
inspections) are not covered by this policy.
Appropriate handling of government investigations is very important for the
Company, for management, and for all employees. Virtually all of the federal
laws regulating the conduct of the Company's business, including antitrust,
securities, OSHA, environmental, government procurement, tax, and financial
laws, contain civil and criminal penalties. The criminal penalties apply to the
corporation and to those individuals within the Company who actually took the
actions that violated the law or failed to take actions that resulted in a
violation of the law.
Employees should never, under any circumstances,
(1) destroy any Company documents in anticipation of a request for those
documents from any government agency or a court;
(2) alter any Company documents or records;
(3) lie or make any misleading statements to any government investigator
(this includes routine, as well as nonroutine investigations --
there is a separate federal statute on making such false statements
to investigators of a crime); or
(4) attempt to cause any other Company employee, or any other person, to
fail to provide information to any government investigator or to
provide any false or misleading information.
9. BUSINESS OUTSIDE THE U.S.
Unifi will conduct its international business activities in strict compliance
with all U.S. laws, including laws governing such issues as antitrust, customs,
duties, anti-boycott, export control, and foreign corrupt practices. The Company
will also obey all applicable laws of the countries where we do business. Since
these laws may vary widely from those in the United States and from country to
country, care will be taken to identify and accommodate these differences. Where
laws do not exist or where the laws, customs, or business practices are less
demanding than the Company's policies and guidelines, we will use the Company's
higher expectations to guide our actions.
ANTI-BOYCOTT - Unifi will not participate in or support economic boycotts that
are not sanctioned by the U.S. government. Under the anti-boycott laws, we
cannot do such things as:
- Refuse to do business with an illegally boycotted country;
- Furnish or agree to furnish information about business relationships
with illegally boycotted countries; or
- Pay, honor, issue, confirm or negotiate a letter of credit requiring
Unifi to participate in an illegal boycott.
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Boycott related requests are often received orally or in the form of a contract
bid, purchase order, insurance verification, letter of credit, shipping
document, or joint venture or alliance negotiations. Any request to participate
in or support an illegal economic boycott must be reported to the government.
Failure to do so is a violation of U.S. law. These laws apply to Unifi's
operations inside and outside the United States. If you receive a boycott
request, contact the Legal Department.
EXPORT CONTROL - The United States and many other governments have laws and
regulations that govern, and in some cases prohibit, the export/release of
products and technical data from one country to another. Unifi's policy is to
comply with export regulations worldwide.
According to the U.S. regulations, no controlled technical data or products may
be shipped out of the United States without a license from the U.S. Government.
Re-export of products or technical data from the original destination to yet
another country may require a re-export license to be in place PRIOR to shipment
to the re-export destination.
"Technical data" as used in the U.S. Regulations means any information that can
be used or adapted for use in the design, production, manufacture, utilization,
or reconstruction of articles or materials.
Acts of exportation of technical data include: disclosing technical information
to an employee of one of our foreign subsidiaries, disclosing technical
information to a non-U.S. citizen, including Unifi employees or consultants who
do not have a green card, and providing information to non-U.S. companies or
individuals. Thus, any disclosure involving a non-U.S. person or entity must be
reviewed prior to export.
The export laws and regulations are constantly changing. If you have any
questions regarding the proposed export of products or technical data, review
the matter with the Legal Department.
PAYMENTS TO U.S. & FOREIGN GOVERNMENT OFFICIALS & EMPLOYEES - Unifi's policy is
to comply with all applicable laws and regulations regarding payments to or
providing things of value to both United States and foreign government officials
and employees.
We will not offer, authorize, or make any illegal payments, or provide anything
of value, directly or indirectly, to a foreign or U.S. official (including
legislators), political party or candidate for political office to use his/her
influence to obtain or retain business for the Company. Both the offer and
actual payment of anything of value is illegal. Payments to third parties are
also prohibited if a person knows or should have known that the third party will
make an illegal payment to a foreign or U.S. official.
FACILITATING OR EXPEDITING PAYMENTS - Facilitating or expediting payments to
secure timely performance of "routine governmental actions" that the Company is
entitled to under local law are not prohibited. Such actions include obtaining
permits and licenses, processing visas and work permits, mail pickup and
delivery, and providing telephone and water service and supply. "Routine
governmental action" does not include any governmental decision whether, or on
what terms, to award business to the Company. Where payments for "routine
governmental actions" are required, they will be made only after prior approval
of Company counsel, they will be limited to customary and nominal amounts and
will be made only to facilitate the proper performance of these actions. The
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decision of an official of whether to award business to the Company may NEVER be
considered a "routine governmental action" for these purposes.
Facilitating and expediting payments will be recorded as a business expense in
the Company's books and records. All payments of this type made by employees in
the course of Company travel must be properly noted and labeled on their expense
statements. Employees should exercise extreme caution in the making of such
payments where payments of this type have not been previously approved, advance
approval of Company legal counsel is required.
If you have any questions about the legality of any contemplated gift or payment
to an U.S. or foreign official and elected representative, contact the Legal
Department.
10. POLITICAL ACTIVITIES
Participation in the political process is a basic right. However, it is
important to make a distinction between individual and corporate political
activities to assure compliance with applicable laws and regulations.
INDIVIDUAL POLITICAL ACTIVITIES - As an individual, participation in the
political process includes such activities as serving in public office, voting,
making financial contributions and working in support of candidates and
political organizations. Employees' involvement in such activities should be
completely voluntary and in compliance with applicable laws.
Employees considering seeking public office should be aware of applicable
Company personnel policies and discuss this matter with their supervisor or
Human Resources Representative. To prevent a conflict of interest and assure
compliance with applicable law, at NO time should Unifi's name, information,
property, time, or other resources be used for political activities not
specifically sponsored or approved by the Company.
CORPORATE POLITICAL ACTIVITIES - Federal law generally prohibits Unifi from
engaging in corporate political activities, expenditures, or contributions.
However, the Company may (subject to restrictions under federal law) expend
corporate funds to create a "separate segregated fund" (political action
committee or "PAC") from which it may make political contributions using funds
solicited from certain employees. The Company may also have certain dealings
with persons in government if, generally, there is no "contribution" or
"expenditure" to "influence the election" of a "candidate".
11. ACCESS TO ELECTRONIC COMMUNICATIONS AND INTERNET ACTIVITIES
The Company respects the individual privacy of its employees, but these privacy
rights do not extend to the employee's work-related conduct or to the use of
Company-provided equipment or facilities. The Company's voice mail, Internet and
E-mail systems are the property of the Company and, thus, are expected to be
used primarily for job-related communications. Although each employee has an
individual password to access the system, the contents of E-mail communications
and Internet activities are accessible at all times by the Company for any
business purpose. While the Company permits incidental and occasional use of
E-mail and the Internet for personal use, such messages and activity are treated
the same as other messages and Company activity, and the Company reserves the
right to access and disclose all Internet activities and messages transmitted
via its E-mail system regardless of content. Thus, employees should never use
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E-mail or the Internet to transmit a message or conduct activities that they
would not want read by or transmitted to a third party.
Employees are strictly forbidden from using the Company's Internet or E-mail
system for any improper purpose, including the transmission of messages that may
be viewed as insulting or offensive to another person. Examples of such
forbidden transmissions include sexually explicit messages, cartoons, jokes,
unwelcome propositions, or love letters; ethnic or racial slurs; or any other
message that could be construed as harassment or disparagement of others on the
basis of sex, race, religion, national origin, age, sexual orientation, or
disability.
12. MEDIA RELATIONS
The Company values its relationships with those in the media and will
endeavor to provide full and prompt disclosure of all material developments or
events. All statements to the media or responses to inquiries from the media
shall be either handled through the Corporate Compliance Officer or coordinated
his office.
In the event the media inquiry relates to a pending or threatened legal
matter, media communications should also be coordinated with the Company's
lawyers. Any employee asked for a statement from a member of the media should
respond by explaining this policy.
13. SHAREHOLDER AND BONDHOLDER RELATIONS
The Company values its relationships with all of its shareholders and
bondholders. Any communication from a shareholder or a bondholder requesting
information relating to the Company should be forwarded to the Company's Chief
Financial Officer for proper handling.
14. ENVIRONMENTAL, HEALTH, AND SAFETY
Company policy is to preserve natural resources to the maximum extent reasonably
possible. We will also conduct all of our business operations in such a way as
to avoid or minimize any possible adverse impact on the environment. Of course,
the Company will also comply with all environmental laws and regulations.
Specifically, this includes the responsibility of the Company and its employees
to provide truthful and accurate information to the government permitting
authorities in connection with any application for any environmental permit or
any periodic reports that may be called for under such permit.
15. ADMINISTRATIVE MATTERS (INTERPRETATION, REPORTING MECHANISMS,
COMPLIANCE, AND DISCIPLINE)
INTERPRETATION -- The Corporate Compliance Officer is responsible for
interpreting and applying these policies to specific situations in which
questions may arise. The Corporate Compliance Officer will also maintain a
record of interpretations issued under these policies so that such
interpretations can be consistent throughout the Company. Any questions
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relating to how these policies should be interpreted or applied should be
addressed to the Corporate Compliance Officer.
VIOLATION OF THE POLICIES - Employees must report to the Corporate Compliance
Officer any violation or suspected violation of this policy or any law or
regulation as soon as it is discovered. All such reported violations will be
treated confidentially to the extent practicable under the circumstances and in
accordance with Unifi's legal obligations. No employee reporting any suspected
violation in good faith will be subject to retaliation for having made the
report, unless the employee implicates himself or herself. In addition, anyone
who retaliates, directly or indirectly, or encourages others to do so, against
anyone who reports a violation of a law or of this policy will be subject to
appropriate disciplinary measures.
Any employee violating any of these policies shall be subject to discipline. THE
COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION TO TERMINATE THE EMPLOYMENT OF
ANY EMPLOYEE WHO VIOLATES THE TERMS HEREOF. In other cases, the Company may have
an obligation to call violations of these policies to the attention of
appropriate enforcement authorities as, in some cases, violations of these
policies is also a violation of the law.
AUDITS -- In some cases, compliance with these policies will be monitored by
periodic audits. These may be done by the Company's lawyers (for example, in the
case of compliance with the antitrust laws) or by the Corporate Compliance
Officer or by the Company's auditors. All Company employees are required to
cooperate fully with any such audits and to provide truthful and accurate
information.
REQUESTS FOR EXCEPTION -- While some of these Company policies must be strictly
adhered to and no exceptions can be allowed, in other cases, exceptions may be
possible. Any employee, other than an Executive Officer (Executive Officers
should follow the procedures below), who believes that an exception to any of
these policies 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 Corporate Compliance Officer shall then be
obtained. The Office of Corporate Compliance shall be responsible for
maintaining a complete record of all requests for exceptions to any of these
policies and the disposition of such requests.
EXECUTIVE OFFICERS - Executive Officers are also subject to the Code of Business
Conduct and Ethics for Members of the Board of Directors and Executive Officers
(the "Executive Policy"). Any violations of the Executive Policy or of this
policy statement by an Executive Officer shall be reported to the Audit
Committee of the Board of Directors, and any requests for waivers of the
Executive Policy or of this policy statement by an Executive Officer shall be
either approved or disapproved by the Audit Committee. Waivers for the benefit
of Executive Officers will be promptly disclosed as required by law or stock
exchange regulation.
DEFINITION AND APPLICATION -- This policy applies to all Company operations
worldwide. Company operations shall mean the Company and any other entity in
which the Company owns a controlling interest. This policy shall be translated
into all appropriate languages that may be necessary to fully communicate it to
all Company employees.
DISTRIBUTION -- Every employee of the Company shall be given a copy of this
policy statement (either in paper or electronic format) and asked to sign a
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statement acknowledging that they have received and read it. Every new employee
will be given a copy of the policy statement and asked to acknowledge receipt of
it either at or within one week of hiring.
CHANGES OR AMENDMENTS -- In the event of any changes or amendments to this
policy, such changes or amendments will be provided to all Company employees in
the most expeditious way possible. If there are interpretations of the policy of
broad application to our employees, those will also be appropriately
distributed.
NONEXCLUSIVITY -- No representation is expressed or implied that the policies
stated herein are all the relevant policies nor that they are a comprehensive,
full, or complete explanation of the laws that are applicable to the Company and
its employees. All Company employees have a continuing obligation to familiarize
themselves with applicable law and Company policy.
16. DISCLAIMER OF EMPLOYMENT CONTRACT
Unless there is a specific and personal written employment agreement
between the Company, signed by the Compensation Committee of the Company, and an
employee, the employee is free to leave the employment of the Company or the
Company may terminate the employment of the employee at any time, for any
reason. The Company's policy is to be an employment-at-will employer. Nothing
contained in this Policy Statement or in other publications of the Company is
intended by the Company to be, nor shall it be construed as, an employment
agreement.
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