Business Practices Guidelines
1
[Graphic]
Business Practices
Guidelines
Handout
Business Practices Guidelines
2
This page intentionally blank
Business Practices Guidelines
3
A Message from Rick Wills
[Photo of Rick Wills]
At Tektronix, we recognize the importance of character, integrity and
trustworthiness to our success as a business. These characteristics personify
who we are and how we do business, what we value and expect in our relationships
with our customers, and with each other. This commitment underlies all that we
do as a company and all that we do as individual employees working together.
The information that follows is not designed to serve as a comprehensive review
of ethical behavior. These principles are not new to Tektronix. They are simply
restatements of our long-standing policy that all business conducted by
Tektronix employees and representatives will be conducted, in all places and at
all times, morally, ethically and in conformance with applicable laws.
In our working lives, we often experience situations where "doing the right
thing" is unpopular or difficult. Loyalties - to our fellow employees, to
managers, customers and suppliers, to our families, our communities, the
environment, the corporation, and to ourselves - may seem to conflict. When
we're faced with a complicated situation, it can be difficult to decide which is
the right path to take.
The Tektronix Business Practices Guidelines outlined in this site are intended
as a guide to making the right choice. It is critically important to all of us
at Tektronix that you make the right choices. Join me in embracing the
principles in these guidelines and making them fundamental to our company and
business practices.
Rick Wills
President and CEO
What's My Role?
The Tektronix Business Practices Guidelines apply worldwide, to all directors,
officers, Tektronix and subsidiary employees, contract labor, consultants,
representatives, and others acting for Tektronix ("employees"). The ethical and
legal principles contained in the guidelines represent the very core of how
Tektronix expects its employees to conduct business on its behalf.
The guidelines continue Tektronix's long-standing expectation that all Tektronix
employees conduct business on behalf of Tektronix morally, ethically and in
conformance with all applicable laws in all places and at all times. No employee
or representative may use outside agents or other indirect means to violate or
circumvent applicable laws and regulations or the business practices outlined in
these guidelines.
Roles of Managers and Employees
.... Tektronix Employees:
o Be aware of the Tektronix Business Practices Guidelines and always
follow them.
o Be sensitive to situations that could lead you or others to engage in
illegal, improper, or unethical actions, and avoid such situations.
o Never act in violation of any law and never believe that breaking the
law in an attempt to help Tektronix is an indication of loyalty.
o Take action against illegal, improper, or unethical behavior. If
necessary, report violations to your managers, your Business Practices
Compliance Officer, or the Tektronix Employee Access Line.
Business Practices Guidelines
4
Additional Responsibilities of Tektronix Managers:
o Make a personal commitment to operate in accordance with the
uncompromising values set forth in the Tektronix Business Practices
Guidelines. Communicate this commitment to your employees.
o Be familiar with the company-wide business practices and other
standards of conduct and policies required of all employees. Know the
resources and processes available to assist in the resolution of
questions and concerns about Tektronix's business practices.
o Periodically discuss ethics and business conduct issues and review the
business practices guidelines with your employees. Ensure that your
employees are aware of the guidelines, policies and legal requirements
relevant to their work.
o Maintain a work environment that encourages open communication
regarding ethics and business conduct issues and concerns.
Reporting Violations, Complaints or Concerns
At Tektronix we expect and demand that all employees do the right thing. This
includes reporting all violations of law, our Business Practices Guidelines and
other company policies, including incidents of harassment or discrimination or
complaints or concerns regarding accounting practices, internal accounting
controls or auditing matters. You can make your report (anonymously if you wish)
by calling the telephone number set forth under the "Reporting" section at the
Business Practices main page.
http://tekweb2.tek.com/busprac/reporting/reporting.html
Tektronix will take appropriate steps to investigate all such reports and will
take appropriate action. Retaliation against any employee for the good faith
reporting of a suspected violation of law or policy or for participating in any
investigation of a suspected violation will not be tolerated.
Guidelines
Tektronix's ability to live up to its commitments and ethical standards is
directly dependent on the day-to-day choices and actions of each individual
acting on behalf of Tektronix. This section outlines the standard of ethical
practice expected from everyone who does business in Tektronix's name. In
addition to this overall statement of guidelines, each employee is expected to
become familiar with and comply with all policies relating to their specific
jobs within the company.
Here is a list of the sections you will find in these guidelines. To access
these sections click on the title listed below.
[Graphic]
o Advertising
o Business Relationships
o Community Relations
o Company Assets
o Competition
o Confidential & Proprietary Information
o Conflicts of Interest
o Employee Relations
o Entertainment and Gifts
o Environmental Health & Safety
o International Business
o Foreign Corrupt Practices Act (FCPA)
o Media Inquiries
o Patents, Copyrights & Trademarks
o Political Activities
Business Practices Guidelines
5
o Product Safety
o Quality Assurance
o Selling to the Government
o Shareholders Inquiries
o Trading in Tektronix Stock
Advertising
Tektronix advertising must always be truthful. If specific claims are made about
Tektronix products or their performance, there must be evidence to substantiate
those claims. Tektronix products should not be labeled or marketed in any way
that might cause confusion between our products and those of our competitors.
Tektronix employees should never disparage any of the products or services or
employees of any of our competitors. If comparisons of Tektronix products
against those of any of our competitors are used, such comparisons should be
fair and accurate. Similarly, Tektronix employees 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 Law
Department in any such cases. Comparative advertising is subject to regulation
particularly outside the U.S. and should be cleared with the appropriate
Marketing Communications personnel.
All use of Tektronix's trademarks and trade names should be in accordance with
the company's policies governing such use.
If advertising or promotional allowances are to be offered to Tektronix business
partners, they must be offered on a proportionately equal basis. Advertising and
promotional allowances are subject to very detailed and technical regulation
under the Robinson-Patman Act, and therefore, should only be offered after
consultation with the Law Department.
All estimates supplied to any customer or supplier- such as cost estimates -
must be fair and reasonable. To the maximum extent possible, objective facts and
experience should back them up. If it is necessary to forecast future delivery
dates, such forecasts should be made in the same way as an estimate - backed up
by objective evidence to the maximum extent possible and based upon good faith
judgment when required. When an estimate is given, the company or individual
receiving the information should always be advised that the information is
provided as an estimate and not a commitment on the part of Tektronix and that
Tektronix will not assume any liability for inaccuracy or change in the
estimated information.
Tektronix employees or representatives may not use gifts, excessive
entertainment, or any other ways to improperly influence current or potential
customers. Tektronix products are to be marketed on the basis of our price,
quality and service. It is our expectation that Tektronix business partners and
representatives also live up to these obligations.
Business Relationships
.... Customers
Every product or service Tektronix offers must be offered as our best solution
to meet our customers' needs and conform to Tektronix's published specifications
without exception.
Customers of Tektronix should be provided factual information regarding prices,
capabilities, and delivery schedules - underestimating design cycles or
exaggerating benefits to obtain business is unacceptable. If unforeseen problems
arise that will adversely affect a customer, the customer should be informed and
an attempt made to minimize the impact or provide such relief as is appropriate.
In short, Tektronix is committed to ensuring that its customers obtain full
value and are dealt with fairly and honestly.
- --------------------------------------------------------------------------------
Business Practices Guidelines
6
.... Suppliers
Suppliers to Tektronix should always be treated fairly and honestly, and they
should be provided clear instructions and timely feedback. In turn, Tektronix
expects and demands both integrity and competence from its suppliers.
Goods and services should be selected for Tektronix on the basis of price,
quality, and service. All employees must always exercise the highest ethical
business practices in source selection, negotiation, and administration of all
purchasing activities.
Community Relations
Every year Tektronix receives hundreds of requests for contributions from
various community organizations. All such requests are forwarded to the
Tektronix Foundation for processing in accordance with the guidelines
established by the trustees of the Foundation.
Company guidelines require donations to be made only to IRS-designated
non-profit organizations, and prohibit donations to political or religious
organizations, fund-raisers or individuals. Requests from health organizations
will be referred to the local United Way office.
Company Assets
.... Accurate Business Records
Accuracy and reliability of Tektronix's business records are not only mandated
by law, but are of critical importance to the company's decision-making process
and to the proper discharge of our financial, legal and reporting obligations.
All business records, accounts and reports to government agencies and others
must be prepared with care and honesty.
All Tektronix payments and other transactions must be properly authorized by
management and accurately and completely recorded on Tektronix's records in
accordance with generally accepted accounting principles and established
corporate accounting policies. Tektronix employees, representatives or anyone
acting on behalf of Tektronix may not make any false, incomplete, or misleading
entries. No undisclosed or unrecorded corporate funds may be established for any
purpose, nor should Tektronix funds be placed in any personal or noncorporate
account. All corporate assets must be properly protected and asset records
regularly compared with actual assets with proper action taken to reconcile any
variances.
Tektronix's records of its transactions are important corporate assets. All
company records must be retained in accordance with the guidelines in the
company's Record Retention Guidelines. Each business function and entity is
responsible for establishing record keeping processes in accordance with those
guidelines.
- --------------------------------------------------------------------------------
.... Expense Reimbursement & Travel
Tektronix's policies provide that employees will be reimbursed for reasonable
expenses incurred when traveling on business. Each Tektronix employee is
responsible for ensuring that selections for air carriers, vehicle rentals,
accommodations, expenditures for meals, etc. are made with the goal of traveling
economically and otherwise in accordance with established travel policies.
- --------------------------------------------------------------------------------
.... Preserving Tektronix's Assets
Each Tektronix employee is responsible for preserving Tektronix's assets
including physical and
Business Practices Guidelines
7
intangible assets, such as patents, copyrights and trade secrets, and
facilities, data and equipment. This requires that all company-owned equipment
be properly safeguarded and accounted for and that all supplier or
customer-owned equipment be treated with the same high standards. No employee
may make improper use of Tektronix or customer resources or permit others to do
so. Use of Tektronix property, facilities, equipment or information for
non-Tektronix purposes is permitted only with the approval of managers having
authority to permit such usage, after ensuring that the use is in compliance
with other company policies.
Competition
.... Antitrust Laws
In marketing and selling Tektronix products, all employees must comply with the
antitrust laws. Tektronix supports the antitrust laws and subscribes to the
philosophy of competition and free enterprise that underlies them. In addition
to U.S. laws, some of which apply to Tektronix's activities abroad, there are
foreign antitrust laws which apply to our international activities.
Violation of applicable antitrust laws is a serious offense and can result in
severe penalties, including criminal and civil penalties for business entities,
and discharge, fines or imprisonment for individual employees.
The antitrust laws generally prohibit agreements or actions in restraint of
trade. Among the activities found to be clear violations of the law are
agreements or understandings among competitors to fix or control prices; to
boycott specified suppliers or customers; to allocate product, territories, or
markets; or to limit or reduce production. All such actions are anti-competitive
or otherwise contrary to laws that govern competitive practices in the
marketplace and must be avoided.
- --------------------------------------------------------------------------------
.... Gathering Competitive Information
Tektronix employees may not use improper means to gather information about
competitors. Theft, illegal entry and electronic eavesdropping are obviously
unacceptable means of searching for competitive intelligence. In addition,
employees may not misrepresent themselves or their situation in order to
convince another person to release information (by posing as a customer, for
example), or engage a third party to do so. Employees may not offer a bribe or a
gift in exchange for competitors' information, nor solicit confidential
information from a competitor's ex-employee now working for Tektronix. This is
not a comprehensive list of unacceptable means. Talk with your manager and
review the information available on the Law Department web page before taking
any action or using any competitive information about which there may be even
the slightest question about how it was obtained.
Confidential and Proprietary Information
[Graphic]
Tektronix safeguards its proprietary and other confidential information and
trade secrets, and also similarly protects comparable information obtained from
customers and suppliers. Tektronix employees are responsible for protecting this
information.
Proprietary information, trade secrets and other confidential information
includes information about technologies under development, future products,
marketing strategies, production or sales data, names or lists of Tektronix
employees, and information about or supplied by customers or vendors.
Tektronix employees should only discuss proprietary, confidential or trade
secret information internally with Tektronix employees who have a need to know
such information. Employees must avoid inadvertent disclosure in the course of
social conversations and business relations with customers, suppliers and
others.
Business Practices Guidelines
8
If there is a business reason to disclose or receive confidential, trade secret
or proprietary information, you should be sure to use a Tektronix Confidential
Information Agreement (CIA; also known as a "Non-Disclosure Agreement" or "NDA")
and comply with the directions for its use, including having it signed by
someone with proper authority. Confidential Information Agreements (CIAs or
NDAs) offered by a third party must always be reviewed by a Tektronix attorney.
Contact one of the attorneys who serve your business unit in the Law Department
with questions or if you need an outside agreement reviewed.
Trade secrets and Confidential Information obtained from customers and suppliers
should be carefully protected. Theft of trade secrets is now a federal crime
under the Economic Espionage Act of 1996. The penalties for violating the law
are substantial, for both the individual and the company involved. A foreign
company may also apply this law against a U.S. company, regardless of where the
illegal acts occur.
Each Tektronix employee is required to sign a written agreement which sets forth
more detailed limitations on disclosure of proprietary and confidential
information and trade secrets. Employees, who are unsure of how to handle
requests for confidential information, should seek guidance from their manager
or the Controller in their organization.
Conflicts of Interest
[Graphic]
At Tektronix there can be no room for a conflict of interest between an
employee's personal affairs and company business. Tektronix employees may not
engage in any business activity or investment that could prevent the employee
from impartially performing his or her duties at Tektronix. This requires that
each employee avoid any actual or apparent conflict of interest between personal
affairs and company business. Any time a conflict appears, or the possibility
exists that such conflict might develop, employees should discuss and resolve
the matter with his or her manager, the Human Resources Business Partner
assigned to support the employee's Business Unit or Strategic Service, or the
Vice President of Human Resources.
Examples of some clear conflict of interest situations which must be avoided
are:
o Any financial interest (other than small amounts of stocks or bonds in
publicly traded companies) in any supplier, customer, or competitor;
o Any consulting, contract, or employment relationship with any customer,
supplier, or competitor;
o Any outside business activity which is competitive with any of Tektronix's
businesses;
o The receipt of gifts, gratuities (see the policies set out in these
guidelines dealing with gifts and gratuities), or excessive entertainment
from any company with which we have business dealings;
o Any outside activity of any type which is so substantial as to call into
question your ability to devote appropriate time and attention to your job
responsibilities with Tektronix;
o The service on any board of directors of any customer, supplier, or
competitor unless such board service has been disclosed to Tektronix and
approved by the General Counsel;
o Being in the position of supervising, reviewing, or having any influence on
the job evaluation, pay, or benefits of any close relative or person with
whom you have a close personal relationship within Tektronix; or approving,
authorizing, or processing a transaction that was prepared, approved, or
initiated by such a person.
o Taking advantage of an opportunity which you learned of in the course of
your employment with Tektronix, such as acquiring property that Tektronix
may be interested in; and
o Selling anything to Tektronix or buying anything from Tektronix (except
through any normal program of disposal of surplus Tektronix property which
is offered to all employees in general).
Anything that presents a conflict for you would probably also present a conflict
if it relates to a member of your family or someone with whom you have a close
personal relationship. For example,
Business Practices Guidelines
9
ownership of stock in competitors or suppliers, or receipt of gifts or
entertainment by members of your family or spouse, would likely create the same
conflict of interest as if you owned the stock or received the gift.
As a Tektronix employee, you may not conduct business on behalf of Tektronix
with a member of your family, or a business organization in which you or a
family member has a significant financial interest, or is a stockholder,
director, officer, creditor, or proprietor.
Employees are expected to disclose to their manager, in writing, any potential
conflict. No employee may engage in any activity involving a potential conflict
unless they have a written, signed statement from their manager advising the
employee that the activity does not violate Tektronix policies. No manager may
give such a statement unless approved by the Vice President of Human Resources.
Employee Relations
Detailed information about employment guidelines and procedures is available in
the "Policies, Procedures & Guidelines" section of the HR website. This guide
replaces all previous handbooks and reference guides for employees and managers.
http://tekweb2.tek.com/hr/usa/ER_Policies/Default.htm
.... Alcohol and Drug Use
Tektronix intends to have a workplace where employees, customers, and visitors
are free from the presence and effects of alcohol and drug abuse. For more
information please see the HR website or use the link provided.
http://tekweb2.tek.com/hr/usa/ER_Policies/Substance_Abuse.htm#alcohol
- --------------------------------------------------------------------------------
.... Electronic Communication Policy
Tektronix has a firm policy regarding the use of the internet by employees.
Employees are expected to be familiar with the policies established by Tektronix
as it relates to Electronic Communication and Internet Access. Those policies
are located under the Information Services website or by using the provided
link.
http://tekweb2.tek.com/hr/usa/policies/online_project/Electronic_Communication.
htm
- --------------------------------------------------------------------------------
.... Employee/Customer Data Privacy
Tektronix is committed to respecting the privacy rights of our employees and
customers. We have implemented a variety of security measures to maintain the
safety of this information. It is the responsibility of every employee to
respect the privacy of fellow employees and our customers. Access to and use of
employee and customer information is limited to only that which is required to
do your job. Employee and customer information should not be used for personal
benefit or the benefit of others. Names or list of Tektronix employees shall not
be distributed to anyone who does not have a legitimate Tektronix business need
for that information.
http://www.tek.com/Measurement/privacy/privacy_truste.html
- --------------------------------------------------------------------------------
Business Practices Guidelines
10
.... Equal Employment Opportunity & Affirmative Action
Tektronix recruits, hires, trains, promotes, and makes other decisions
concerning employment status without discrimination based on race, color,
religion, sex, sexual orientation, national origin, age, physical or mental
disability (if the individual can perform the essential functions of the
position with reasonable accommodation), pregnancy, childbirth or related
medical condition, veteran's status or any other status protected by applicable
state, federal, or local law. Tektronix also has affirmative action plans for
minorities, females, Vietnam-era and disabled veterans, and individuals with
disabilities. . For more information please see the HR website or use the link
provided.
http://tekweb2.tek.com/hr/usa/ER_Policies/Valuing_Diversity.htm#Equal%20
Employment%20Opportunity
- --------------------------------------------------------------------------------
.... Harassment
Harassment of any person working at Tektronix, or any Tektronix job applicant,
will not be tolerated. This includes sexual harassment or harassment on the
basis of any status addressed in Tektronix's equal employment opportunity
policy. For more information please see the HR website or use the link provided.
http://tekweb2.tek.com/hr/usa/ER_Policies/Valuing_Diversity.htm#Harassment%20
and%20Discrimination
Entertainment & Gifts
[Graphic]
Tektronix employees may not give or accept any gift if the value of the gift
might indicate intent to improperly influence the normal business relationship
between Tektronix and any of its suppliers, customers, or competitors. If any
Tektronix employee is given any substantial gift or favor, the employee must
notify his or her manager and return the gift. This does not apply to minor
items commonly exchanged in business relationships, such as mugs, t-shirts, and
pens and pencils, but even here, discretion and common sense must be used in
deciding whether the gift needs to be returned.
In commercial business, the exchange of social amenities between suppliers,
customers, and Tektronix employees is acceptable when reasonably based on a
clear business purpose and within the bounds of good taste. Excessive
entertainment of any sort is not acceptable. Conferences accompanied by a meal
with suppliers or customers are often necessary and desirable. Whenever
appropriate, these meals should be on a reciprocal basis. You must observe all
applicable federal laws and regulations relating to gifts and entertainment for
public employees in the countries involved. Tektronix policy is to avoid even
the appearance of an improper action.
Under no circumstances may any Tektronix employee give or accept kickbacks in
any form to or from a supplier, subcontractor, customer, or any other party.
Neither the employee nor his or her family members may accept any discount on
personal purchases that may be perceived to be offered because of a supplier's
or customer's relationship with Tektronix, unless the same discount is available
to all Tektronix employees.
Gifts to government officials outside the United States to obtain business may
violate the U.S. Foreign Corrupt Practices Act (FCPA) which is referenced under
the International Business section of this guideline.
Business Practices Guidelines
11
Environmental Health & Safety
Proper management of health, safety and the environment is a Tektronix
expectation and a sound business practice. It reduces Tektronix's liabilities,
saves resources, and protects the well being of our employees, customers,
shareholders, and the world in which we live.
[Graphic]
Tektronix establishes and maintains sound management practices to accomplish
this goal and to assure compliance with applicable laws, regulations, and orders
of governmental authorities wherever Tektronix and its subsidiaries operate.
Those practices include:
|X| Programs for toxic use reduction and hazardous waste reduction.
|X| Proper management of chemicals and wastes.
|X| Auditing and self-assessment for continual improvement.
|X| Employee training in proper Environmental Health & Safety practices.
Responsibility for compliance with Tektronix's Environmental Health & Safety
guidelines extends to all levels of employees at Tektronix and its subsidiaries.
Each Tektronix and subsidiary employee has a responsibility to be aware of
Environmental Health & Safety guidelines and to use sound judgment. Tektronix
recognizes the importance of providing a safe workplace and a work environment
that minimizes health risks to employees. Every employee has the responsibility
to communicate with area management about possible unsafe or hazardous
conditions in the workplace, as well as accidents that result in injuries,
illness, or damage.
Failure to meet our responsibilities under the Environmental Health & Safety
laws, regulations, and orders can have serious consequences, including civil and
criminal sanctions against Tektronix and employees and may require substantial
expenditures for cleanup and compensation. Sanctions could affect Tektronix's
ability to maintain market competitiveness and our reputation as a responsible
corporate citizen.
Additional information on Environmental, Health & Safety responsibilities and
programs is available in the Corporate Environmental Health & Safety Program
Manual. Business partners and representatives are also expected to live up to
these obligations.
International Business
As a global company, Tektronix sells its products to governments and private
entities worldwide. However, United States law specifically forbids certain
practices relating to international business, of which all company employees
must be aware.
- --------------------------------------------------------------------------------
.... Customs
Tektronix will comply with customs laws and regulations wherever we do business.
Generally, the laws require that the company make complete and accurate
statements to customs authorities about the value, kind, and origin of goods
that Tektronix imports for manufacturing and sale. And, in many parts of the
world, imported goods must be marked with their country of origin. Tektronix
must also ensure that statements made on customs invoices to our customers who
import our products are accurate and comply with local customs laws. It is
against Tektronix policy to accommodate requests to lower customs values or
describe a product in misleading terms. Failure to make correct statements or
mismarking imported goods can lead to fines and penalties and potentially affect
the ease and timeliness of the import process for Tektronix and our customers.
Any questions or possible violations relative to customs laws should be directed
to Tektronix Customs Department.
- --------------------------------------------------------------------------------
Business Practices Guidelines
12
.... Export Control
The United States prohibits, regulates and licenses the export of many products,
services and technologies to foreign countries. These regulations extend to the
release of certain Tektronix proprietary information abroad, but also to foreign
national employees of Tektronix in the United States. Many of these U.S.
prohibitions and suspensions apply to Tektronix's subsidiaries worldwide. In
addition, other countries, as well as the United Nations, may from time to time
regulate exports to certain countries.
Most foreign countries in which Tektronix does business also maintain controls
over exports of certain Tektronix products, including certain measurement
products which can be used in military and nuclear weapons development and
testing programs. Also, the United States and many allied foreign governments
have end user controls which prohibit the export of any Tektronix products with
knowledge they are intended for: (1) foreign firms sanctioned by the U.S.; (2)
agents of foreign governments the subject of U.S. or international trade
embargoes; or (3) foreign entities involved in nuclear, chemical, and biological
weapons, or missile programs in targeted countries. Please see the Export
Control Policy at for more information:
http://tekweb2.tek.com/trade/docs/corporate_policy.pdf
Any questions or possible violations relative to export controls should be
directed to Tektronix Export Control Department.
- --------------------------------------------------------------------------------
.... Foreign Corrupt Practices Act
The Foreign Corrupt Practices Act (FCPA), which applies to Tektronix and its
majority-owned subsidiaries worldwide, prevents any person acting on behalf of
Tektronix from making a payment to a foreign official to obtain or keep
business. Company policy strictly forbids these payments. The legal penalties
involved may be severe for both the individual and the company. Tektronix's
policy and guidelines for compliance with the FCPA are set forth in its Foreign
Corrupt Practices Act Compliance Policy.
http://tekweb2.tek.com/law/foreign_corrupt_practices_act.html
Any firm, officer, director, employee, agent of the firm, or any stockholder
acting on behalf of the firm in the United States must abide by the FCPA.
There are certain other types of payments, sometimes called "facilitating"
payments, which often are required to be made in countries outside of the United
States in order to have minor government officials perform nondiscretionary
duties that they might otherwise delay or fail to undertake. These types of
payments, generally small and in the nature of "tips," are permitted or expected
by local custom and generally are not treated as illegal by local law
enforcement agencies. While the company discourages such payments, they are
permitted as long as they fall within the limits of the above description and
are not intended for improper purposes and have been approved by senior
management.
Because the status of certain types of payments may be unclear, employees must
review with the Law Department the nature of any questionable payments before
they are made. Employees are prohibited from paying any bribe, kickback or other
similar unlawful payment to any public official, or government, or other
individual, regardless of nationality, to secure any concession, contract or
favorable treatment for Tektronix or the employee.
Business Practices Guidelines
13
Media Inquiries
.... Press, Radio, TV
Tektronix values its relationships with those in the media and will endeavor to
provide full and prompt disclosure of all material developments or events. Media
relations are the responsibility of the Corporate Communications Department. All
statements to the media or responses to inquiries from the media shall be
handled through that department.
In the event the media inquiry relates to a pending or threatened legal matter,
media communications should also be coordinated with the Law Department.
Any employee asked for a statement from any member of the media should respond
by explaining this policy and advising the questioner to contact the Corporate
Communications Department.
Patents, Copyrights and Trademarks
Just as Tektronix regards its patents, trade secrets, trademarks and copyrights
as valuable corporate assets, we must respect the valid intellectual property
rights of other companies and persons. Tektronix will not knowingly infringe on
others' patents, trademarks or copyrights, or misappropriate others' trade
secrets. Procedures for the proper licensing or other permitted use of these
assets are set forth in the booklet entitled "Protecting Your Ideas" and must be
followed by all employees. Of particular importance to day-to-day operations,
and something that must be avoided by each employee, is the unauthorized copying
of magazine and journal articles, books, computer software or any other
copyrighted material including music, movies, and other artistic works. Refer to
the Law Department website for further guidance.
All users of computer equipment at Tektronix are responsible for making certain
that the computer equipment being used does not have unauthorized or
undocumented software on a hard disk or otherwise accessible for use.
Employees must not make, store, transmit or make available unauthorized copies
of copyright material using Tektronix, computers, networks or storage media. Nor
may employees use peer-to-peer file transfer services or take other actions
likely to promote or lead to copyright infringement.
Computer software licensed by Tektronix must not be illegally copied for
personal, company, or customer use. Using illegally copied software is a
violation of federal law and carries with it the possibility of criminal
penalties. Violating a license agreement (such as making more copies than the
license permits) is wrong, and if done willfully, could expose Tektronix and the
violator to substantial damages, including punitive damages.
Most commercial software marketed today is covered by copyright and by a license
agreement that must be accepted by the purchaser before the software is put into
use. (In many cases, the license may be accepted by the act of opening the
package or using the software. Such agreements are often referred to as
shrink-wrap or break-the-seal licenses.) License agreements typically limit the
use of the software to a specific computer or a specified number of individual
personal computers.
Tektronix employees who use a personal computer or workstation at Tektronix may
be required from time to time to sign a statement acknowledging that knowledge
of the company policy and certifying that all computer equipment in use complies
with the policy requirement. The Law Department is available to provide specific
advice regarding the company's rights and responsibilities under the copyright
law and under specific license agreements.
Political Activities
Tektronix encourages all employees to vote and be personally active in the
political process. The national and local laws in many countries, however,
significantly restrict use of Tektronix funds and resources in connection with
political activities. For example, United States federal laws severely limit the
use of corporate funds or resources in support of federal elections campaigns.
These U.S. laws are broadly applied and cover most direct uses of Tektronix
funds, facilities, and equipment or
Business Practices Guidelines
14
employee time. They also cover indirect political contributions, such as
including a contribution on an employee's expense account causing Tektronix to
reimburse the employee for that expense.
Because the laws regarding corporate involvement in political activity are very
complex and violation can have severe consequences, before using any Tektronix
resources (including funds, facilities, equipment or employee work-time) in
connection with any political activity (including national or local election
campaigns or government lobbying activity), the details of the proposed use
should be discussed in advance with and approved by your manager and the Law
Department.
The political process has become highly regulated. If you have any questions
about what is or is not proper you should consult with the Law Department before
agreeing to do anything that could be construed as involving Tektronix in any
political activity at either the federal, state, or local level, or in any
foreign country.
Product Safety
Tektronix intends to research, design, develop, manufacture, market and sell
products that are safe for their intended and reasonably foreseeable uses. All
Tektronix products will meet or exceed all applicable safety and regulatory
standards and requirements in every place where they are to be marketed and
sold.
This statement applies to all products whether manufactured or purchased for
resale from third parties, including supplies and accessories, and regardless of
the method of distribution by Tektronix -- direct, indirect, sold, leased,
loaned, donated or used for demonstration.
Quality Assurance
[Graphic]
Tektronix is committed to developing, manufacturing, and delivering high quality
services and products, including hardware and software that meet Tektronix's own
quality standards. To ensure compliance with our quality standards and to meet
our customers requirements, Tektronix has developed and implemented an extensive
quality management system that includes design, manufacturing, service, and
support process control procedures. No employee may violate or circumvent either
the letter or the spirit of these procedures. You should bring to management's
attention any lapse in quality assurance or process control procedures,
including testing and inspection. If you are not satisfied with actions taken or
explanations provided, you must bring the matter to the attention of the next
level of management, or Human Resources. You may also report your concern
confidentially on the Employee Access Line.
Submitting or knowingly permitting others to submit any fraudulent documents
relating to Tektronix's products or replacement parts is prohibited. Such acts
carry potential penalties, which could result in the criminal prosecution of
Tektronix and the employee(s) involved.
Managers must avoid placing or seeming to place pressure on employees that could
cause them to violate applicable regulations or acceptable standards of conduct.
Even with increased production, standards of quality and conduct must be
maintained.
Shortcuts in production and testing must be avoided if they violate contract
terms in any respect. However, our customers expect us to be alert for methods
and processes that improve quality and reduce the cost of production. Any ideas
related to improving quality and/or reducing the cost of production should be
discussed with appropriate management prior to implementing.
Selling to the Government
Tektronix carefully follows the laws and regulations that govern acquisition of
its goods and services by the U.S. or any foreign government. Employees involved
in negotiating contracts must ensure that all statements, communications, and
representations to government representatives are accurate and truthful.
Business Practices Guidelines
15
[Graphic]
On U.S. government cost-based contracts, properly reporting and charging all
costs to the appropriate account, regardless of status of the budget or account,
is essential. Every employee is responsible for ensuring that time is reported
promptly and accurately with respect to such contracts.
Tektronix has specific guidelines regarding dealings with the government and
furnishes guidelines to employees involved in this part of Tektronix's business.
Shareholder Inquiries
Tektronix is a publicly traded company, and the securities laws regulate
communications with Tektronix shareholders. Communication from any shareholder
or investment advisor requesting information relating to Tektronix should be
forwarded to Tektronix's Investor Relations Department for proper handling.
Trading in Tektronix Stock
It is Company policy that an employee who has material nonpublic information
relating to Tektronix may not buy or sell securities of the Company or engage in
any other action to take advantage of that information or pass that information
on to others. Even the appearance of an improper transaction must be avoided to
preserve the Company's reputation for adhering to the highest standards of
conduct. This policy also applies to material nonpublic information relating to
any other company, including our customers or suppliers, obtained in the course
of employment.
- --------------------------------------------------------------------------------
.... Company Assistance
Any person who has any questions about specific transactions may obtain
additional guidance from our Law Department (503-627-6801). The ultimate
responsibility for adhering to the Policy Statement and avoiding improper
transactions rests with each employee. In this regard, it is imperative that
employees use their best judgment.
- --------------------------------------------------------------------------------
.... Material Information
Material non-public information is any information that has not been disclosed
to the general public and that a reasonable investor would consider important in
a decision to buy, hold, or sell stock. In short, material information is any
information which could reasonably affect the price of the stock. If a
securities transaction becomes the subject of scrutiny, it will be viewed
after-the-fact with the benefit of hindsight. As a result, before engaging in
any transaction an employee should carefully consider how regulators and others
might view the transaction in hindsight.
Common examples of information that will frequently be regarded as material are:
projections of future earnings or losses; order levels; anticipated growth
rates; negotiations, discussions, and agreements regarding significant
acquisitions, orders or strategic relationships; changes in management;
significant new products; the gain or loss of a substantial customer or
supplier; and information regarding stock offerings or other financings. Either
positive or negative information may be material.
- --------------------------------------------------------------------------------
Business Practices Guidelines
16
.... Directors, Officers and Other Insiders
The Company has an Insider Trading Policy applicable to directors, officers and
other potential insiders. Refer to the link below for more detailed information.
http://tekweb2.tek.com/law/insider_trading.html
- --------------------------------------------------------------------------------
.... Potential Liabilities
Employees may be subject to substantial criminal and civil liability for
engaging in transactions in the Company's shares at a time when material
information regarding the Company is known to the insider but has not been
disclosed to the public. In addition, employees may be liable for the improper
transactions of other persons (commonly referred to as tippees) to whom they
have disclosed material information regarding the Company not previously
disclosed to the public.
- --------------------------------------------------------------------------------
.... Put or Call Options
Because we believe it is improper and inappropriate for any Company personnel to
engage in short-term or speculative transactions involving Company stock and the
high level of risk of misuse of undisclosed material information about the
Company, it is the Company's policy that employees not engage in any short sales
of Company stock and not purchase or sell put or call options on the Company's
stock. This policy does not apply to exercises of stock options under the
Company's option plans.
- --------------------------------------------------------------------------------
.... Stock Option Purchase/ESPP
Purchases of stock upon exercise of stock options or through the Employee Stock
Purchase Plan (but not sales of the purchased shares, and not "cashless"
exercises of options) are exempt from the rule against transacting in company
stock while in possession of material, non-public information.
- --------------------------------------------------------------------------------
.... Tipping Information to Others
Employees are prohibited from sharing with anyone (including family members and
others living in an employee's household) information that could have an impact
on the Company's stock price. The above liabilities can apply, whether or not an
employee derives any benefit from another's actions.