Fair Dealing
Competing vigorously, yet lawfully, with competitors and establishing advantageous, but fair, business relationships with customers and suppliers is a part of the foundation for long-term success. However, unlawful and unethical conduct, which may lead to short-term gains, may damage a company’s reputation and long-term business prospects. Accordingly, it is the Company’s policy that directors, officers and employees must endeavor to deal ethically and lawfully with the Company’s customers, suppliers, competitors and employees in all business dealings on the Company’s behalf. No director, officer or employee should take unfair advantage of another person in business dealings on the Company’s behalf through the abuse of privileged or confidential information or through improper manipulation, concealment or misrepresentation of material facts.
Employees involved in proposals, bid preparations, or contract negotiations should be certain that all statements, communications, and representations to prospective customers are accurate and truthful. Once awarded, all contracts should be performed in compliance with specifications, requirements, and clauses.
Federal, state and local government departments and agencies are governed by laws and regulations concerning acceptance by their employees of entertainment, meals, gifts, gratuities and other things of value from firms and persons with whom those government departments and agencies do business or over whom they have regulatory authority. It is the policy of iRobot to comply strictly with those laws and regulations. Moreover, the sale of iRobot’s products and services must be free from even the perception that favorable treatment was sought, received or given in exchange for the furnishing or receipt of business courtesies. The Company maintains a separate Gift Policy to prevent unfair business inducements with which all employees and directors should familiarize themselves.
In particular, iRobot employees must refrain from giving anything of value to Federal and State employees except promotional items of little intrinsic value and modest refreshments.
9
Accuracy of Records
The integrity, reliability and accuracy in all material respects of the Company’s books, records and financial statements are fundamental to iRobot’s continued and future business success.
Transactions between the Company and outside individuals and organizations should be promptly and accurately entered in the Company’s books in accordance with generally accepted accounting practices and principles, including accurate recording of all labor and material costs (including contract work, internal research and development, and bid and proposal work). No director, officer or employee may cause the Company to enter into a transaction with the intent to document or record it in a deceptive or unlawful manner. In addition, no director, officer or employee may create any false or artificial documentation or book entry for any transaction entered into by the Company. Similarly, officers and employees who have responsibility for accounting and financial reporting matters have a responsibility to accurately record all funds, assets and transactions on the Company’s books and records.
10
Quality of Public Disclosures
The Company is committed to providing its stockholders with complete and accurate information about its financial condition and results of operations as required by the securities laws of the United States. It is the Company’s policy that the reports and documents it files with or submits to the Securities and Exchange Commission, and its earnings releases and similar public communications made by the Company, include fair, timely and understandable disclosure. Officers and employees who are responsible for these filings and disclosures, including the Company’s principal executive, financial and accounting officers, must use reasonable judgment and perform their responsibilities honestly, ethically and objectively in order to ensure that this disclosure policy is fulfilled. The Company’s senior management is primarily responsible for monitoring the Company’s public disclosures.
Any employee who has concerns about any aspect of the Company’s financial disclosures should talk to his or her manager, the Finance Department, the Legal Department or the Compliance Officer. Any employee who is contacted by another employee expressing concerns about questionable accounting or auditing matters should promptly report those concerns to either the Company’s Compliance Officer or through the Employee Reporting Line as detailed in the Company’s Audit Committee Complaint Procedures.
11
Workplace, Labor & Fair Employment
iRobot employees deserve a workplace where they are respected, appreciated and professionally satisfied, providing opportunity to all.
iRobot maintains a strong policy of equal employment opportunity for all employees and applicants for employment. The Company recruits, hires, trains, promotes, compensates and terminates employees without regard to race, color, religion, sex, sexual orientation, national origin, age, marital status, veteran status, disability and citizenship, as well as other classifications protected by applicable state or local laws. This equal employment opportunity philosophy applies to all aspects of employment with iRobot, including internal transfers, job benefits, compensation and social and recreational activities.
It is iRobot’s policy to treat all people with respect and dignity. Any behavior that fails to demonstrate the appropriate level of respect to other employees, consultants, customers, partners, vendors or suppliers will be subject to disciplinary action. Examples of unacceptable conduct include, but are not limited to, insults, threats, intimidation, profanity, ridicule, vulgarity, discrimination, harassment, sexually explicit conversation or humor, gossip, slurs or stereotyping, unwelcome sexual attention, inappropriate invasion of personal space and insensitivity to the beliefs and customs of others.
iRobot is also committed to providing a safe and drug-free workplace. The Company will not tolerate any substance abuse on its premises. Any employee reporting for work under the influence of alcohol or controlled drugs will be subject to disciplinary action.
Every employee should review the iRobot Employee Handbook for detailed information on harassment and other work place issues.
12
Political & Government Activity
iRobot has interests at stake at the federal, state, local and international levels. The Company may choose to express its corporate opinion on local and national issues that affect its business, but the Company will be mindful of its legal and ethical obligations in political matters and will abide by all relevant laws and regulations.
iRobot supports and encourages employee rights to participate in civic affairs and the political process on an individual basis. The Company, however, does not permit the use of corporate resources or time for personal political activities unless prior approval has been granted by the Compliance Officer.
13
Compliance Procedures
Communication of Code
All directors, officers and employees will be supplied with a copy of the Code upon the later of the adoption of the Code or beginning service at the Company. Updates of the Code will be provided from time to time. A copy of the Code is also available to all directors, officers and employees by requesting one from the human resources department or by accessing the Company’s website at www.irobot.com.
Monitoring Compliance and Disciplinary Action
The Company’s management, under the supervision of its Board of Directors or a committee thereof or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee, will take reasonable steps from time to time to (i) monitor and audit compliance with the Code, and (ii) when appropriate, impose and enforce appropriate disciplinary measures for violations of the Code.
Disciplinary measures for violations of the Code may include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension with or without pay, demotions, reductions in salary, termination of employment or service and restitution.
The Company’s management shall periodically report to the Board of Directors or a committee thereof on these compliance efforts including, without limitation, periodic reporting of alleged violations of the Code and the actions taken with respect to any such violation.
Reporting Concerns/Receiving Advice
Communication Channels
Be Proactive. Every employee, officer and director is responsible for adherence to the standards of conduct set forth in this Code and for raising questions if there are concerns that these standards are not being met. Every employee is encouraged to act proactively by asking questions, seeking guidance and reporting suspected violations of the Code and other policies and procedures of the Company, as well as any violation or suspected violation of applicable law, rule or regulation arising in the conduct of the Company’s business or occurring on the Company’s property. If any employee believes that actions have taken place, may be taking place, or may be about to take place that violate or would violate the Code, he or she is obligated to bring the matter to the attention of the Compliance Officer or the Legal Department.
Seeking Guidance. The best starting point for an officer or employee seeking advice on ethics-related issues or reporting potential violations of the Code will usually be his or her supervisor. However, if the conduct in question involves his or her supervisor, if the employee has reported the conduct in question to his or her supervisor and does not believe that he or she has dealt with it properly,
Fair Dealing
Competing vigorously, yet lawfully, with competitors and establishing advantageous, but fair, business relationships with customers and suppliers is a part of the foundation for long-term success. However, unlawful and unethical conduct, which may lead to short-term gains, may damage a company’s reputation and long-term business prospects. Accordingly, it is the Company’s policy that directors, officers and employees must endeavor to deal ethically and lawfully with the Company’s customers, suppliers, competitors and employees in all business dealings on the Company’s behalf. No director, officer or employee should take unfair advantage of another person in business dealings on the Company’s behalf through the abuse of privileged or confidential information or through improper manipulation, concealment or misrepresentation of material facts.
Employees involved in proposals, bid preparations, or contract negotiations should be certain that all statements, communications, and representations to prospective customers are accurate and truthful. Once awarded, all contracts should be performed in compliance with specifications, requirements, and clauses.
Federal, state and local government departments and agencies are governed by laws and regulations concerning acceptance by their employees of entertainment, meals, gifts, gratuities and other things of value from firms and persons with whom those government departments and agencies do business or over whom they have regulatory authority. It is the policy of iRobot to comply strictly with those laws and regulations. Moreover, the sale of iRobot’s products and services must be free from even the perception that favorable treatment was sought, received or given in exchange for the furnishing or receipt of business courtesies. The Company maintains a separate Gift Policy to prevent unfair business inducements with which all employees and directors should familiarize themselves.
In particular, iRobot employees must refrain from giving anything of value to Federal and State employees except promotional items of little intrinsic value and modest refreshments.
9
Accuracy of Records
The integrity, reliability and accuracy in all material respects of the Company’s books, records and financial statements are fundamental to iRobot’s continued and future business success.
Transactions between the Company and outside individuals and organizations should be promptly and accurately entered in the Company’s books in accordance with generally accepted accounting practices and principles, including accurate recording of all labor and material costs (including contract work, internal research and development, and bid and proposal work). No director, officer or employee may cause the Company to enter into a transaction with the intent to document or record it in a deceptive or unlawful manner. In addition, no director, officer or employee may create any false or artificial documentation or book entry for any transaction entered into by the Company. Similarly, officers and employees who have responsibility for accounting and financial reporting matters have a responsibility to accurately record all funds, assets and transactions on the Company’s books and records.
10
Quality of Public Disclosures
The Company is committed to providing its stockholders with complete and accurate information about its financial condition and results of operations as required by the securities laws of the United States. It is the Company’s policy that the reports and documents it files with or submits to the Securities and Exchange Commission, and its earnings releases and similar public communications made by the Company, include fair, timely and understandable disclosure. Officers and employees who are responsible for these filings and disclosures, including the Company’s principal executive, financial and accounting officers, must use reasonable judgment and perform their responsibilities honestly, ethically and objectively in order to ensure that this disclosure policy is fulfilled. The Company’s senior management is primarily responsible for monitoring the Company’s public disclosures.
Any employee who has concerns about any aspect of the Company’s financial disclosures should talk to his or her manager, the Finance Department, the Legal Department or the Compliance Officer. Any employee who is contacted by another employee expressing concerns about questionable accounting or auditing matters should promptly report those concerns to either the Company’s Compliance Officer or through the Employee Reporting Line as detailed in the Company’s Audit Committee Complaint Procedures.
11
Workplace, Labor & Fair Employment
iRobot employees deserve a workplace where they are respected, appreciated and professionally satisfied, providing opportunity to all.
iRobot maintains a strong policy of equal employment opportunity for all employees and applicants for employment. The Company recruits, hires, trains, promotes, compensates and terminates employees without regard to race, color, religion, sex, sexual orientation, national origin, age, marital status, veteran status, disability and citizenship, as well as other classifications protected by applicable state or local laws. This equal employment opportunity philosophy applies to all aspects of employment with iRobot, including internal transfers, job benefits, compensation and social and recreational activities.
It is iRobot’s policy to treat all people with respect and dignity. Any behavior that fails to demonstrate the appropriate level of respect to other employees, consultants, customers, partners, vendors or suppliers will be subject to disciplinary action. Examples of unacceptable conduct include, but are not limited to, insults, threats, intimidation, profanity, ridicule, vulgarity, discrimination, harassment, sexually explicit conversation or humor, gossip, slurs or stereotyping, unwelcome sexual attention, inappropriate invasion of personal space and insensitivity to the beliefs and customs of others.
iRobot is also committed to providing a safe and drug-free workplace. The Company will not tolerate any substance abuse on its premises. Any employee reporting for work under the influence of alcohol or controlled drugs will be subject to disciplinary action.
Every employee should review the iRobot Employee Handbook for detailed information on harassment and other work place issues.
12
Political & Government Activity
iRobot has interests at stake at the federal, state, local and international levels. The Company may choose to express its corporate opinion on local and national issues that affect its business, but the Company will be mindful of its legal and ethical obligations in political matters and will abide by all relevant laws and regulations.
iRobot supports and encourages employee rights to participate in civic affairs and the political process on an individual basis. The Company, however, does not permit the use of corporate resources or time for personal political activities unless prior approval has been granted by the Compliance Officer.
13
Compliance Procedures
Communication of Code
All directors, officers and employees will be supplied with a copy of the Code upon the later of the adoption of the Code or beginning service at the Company. Updates of the Code will be provided from time to time. A copy of the Code is also available to all directors, officers and employees by requesting one from the human resources department or by accessing the Company’s website at www.irobot.com.
Monitoring Compliance and Disciplinary Action
The Company’s management, under the supervision of its Board of Directors or a committee thereof or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee, will take reasonable steps from time to time to (i) monitor and audit compliance with the Code, and (ii) when appropriate, impose and enforce appropriate disciplinary measures for violations of the Code.
Disciplinary measures for violations of the Code may include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension with or without pay, demotions, reductions in salary, termination of employment or service and restitution.
The Company’s management shall periodically report to the Board of Directors or a committee thereof on these compliance efforts including, without limitation, periodic reporting of alleged violations of the Code and the actions taken with respect to any such violation.
Reporting Concerns/Receiving Advice
Communication Channels
Be Proactive. Every employee, officer and director is responsible for adherence to the standards of conduct set forth in this Code and for raising questions if there are concerns that these standards are not being met. Every employee is encouraged to act proactively by asking questions, seeking guidance and reporting suspected violations of the Code and other policies and procedures of the Company, as well as any violation or suspected violation of applicable law, rule or regulation arising in the conduct of the Company’s business or occurring on the Company’s property. If any employee believes that actions have taken place, may be taking place, or may be about to take place that violate or would violate the Code, he or she is obligated to bring the matter to the attention of the Compliance Officer or the Legal Department.
Seeking Guidance. The best starting point for an officer or employee seeking advice on ethics-related issues or reporting potential violations of the Code will usually be his or her supervisor. However, if the conduct in question involves his or her supervisor, if the employee has reported the conduct in question to his or her supervisor and does not believe that he or she has dealt with it properly,
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