Legal Responsibilities

Organizational Responsibilities

CORPORATE RESPONSIBILITY. Covered Parties are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors of the Company. No Covered Party may use corporate property, information or position for improper personal gain and no employee may compete with the Company directly or indirectly. Covered Parties owe a duty to the Company to advance its legitimate interests whenever possible.

FAIR DEALINGS. Covered Parties shall behave honestly and ethically at all times and with all people. They shall act in good faith, with due care, and shall engage only in fair and open competition, by treating ethically competitors, suppliers, customers, and colleagues.

Richline Group financial reports are reviewed by investors, government agencies and our auditors. We rely on the accuracy of these reports in developing our business strategies and representing our competitive position to investors and the public as a whole. Employees must follow established accounting procedures to ensure the complete, fair, timely and accurate recording of all business transactions. You should avoid concealing or falsifying information, or misrepresenting material facts in an effort to mislead the Company’s auditors and investors.

PROHIBITED OFFERS OR PAYMENTS AND THE FOREIGN CORRUPT PRACTICES ACT. The term “sensitive payments” is commonly used to describe a broad range of corporate dealings that are generally considered to be illegal, unethical or immoral or to reflect negatively on the integrity of management. Such payments are usually in the nature of kickbacks, bribes or payoffs to influence a decision affecting a company’s business or for the personal gain of an officer or employee.

No Richline Company should make sensitive payments, and Covered Parties who either make or receive such payments shall be subject to appropriate disciplinary action. In addition, any out-of-the-ordinary payment made from funds of a the Company for the purpose of obtaining or retaining business or unduly influencing some matter (such as a tax decision) in favor of such company should be considered a “sensitive payment” and is prohibited. Note that such a payment can take the form of extravagant entertainment or a gift of significant value as described below. Likewise, employees may not accept anything of value either for themselves or for others in return for favorable treatment from customers or suppliers. All contacts and dealings with customers and suppliers must be conducted so as to avoid even the appearance of impropriety.

Furthermore, no Richline Company may corruptly give anything of value to a Government Official for the purpose of influencing such Official, securing any improper advantage, or inducing such Official to affect any governmental decision or to help such Richline Company obtain business. In addition, no Richline Company may offer, give, or authorize anything of value to intermediaries, such as affiliates or agents, if all or part of the payment will be used for any such prohibited action. In accordance with the provisions of the U.S. Foreign Corrupt Practices Act (“FCPA”), these prohibitions include Government Officials of a foreign government.

BONA FIDE AND REASONABLE REIMBURSEMENT OF BUSINESS EXPENSES. The Company or its Covered Parties shall not provide travel and lodging expenses to Government Officials unless those expenses are reasonable and relate directly to the promotion, demonstration or explanation of products or services of a Richline Company or to the execution or performance of a contract of a Richline Company with a government or government-owned/controlled enterprise. Offers to reimburse and the actual reimbursement of expenses to a Government Official must be documented and the business purpose of the expense must be explicitly recorded.

GIFTS AND ENTERTAINMENT. Great care must be taken to ensure that no gifts or entertainment could be interpreted as bribes or improper forms of compensation or payment. Gifts to Government Officials may only be made when they are :

• Made to promote general good will and not as a quid pro quo for any official action;

  • Of modest value;

  • Not in the form of cash money;

  • Permitted under local laws of the host country;

  • Customary in type and value in that country;

  • Given openly and not secretly; and

  • Accurately reflected in Richline’s books and records of Richline or Richline Company on whose behalf they are made or otherwise granted.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered or accepted by a Covered Party or any family member of a Covered Party unless it:

  • Is consistent with customary business practices,

  • Is not excessive in value,

  • Cannot be construed as a bribe or payoff and

  • Does not violate any laws or regulations.

The offer or acceptance of cash gifts by any Covered Party is prohibited. Covered Parties should discuss with their supervisors, managers or other appropriate personnel any gifts or proposed gifts which they think may be inappropriate.