Policy and Certifications · Code of Business Conduct · Anti-Competition
and Trade Regulation Compliance Manual
Compliance Help Line
Director of Corporate Compliance
Nichlas A. Fink
Corporate Compliance Manager
Carol D. Whitehead
8001 Aerial Center Parkway
P. O. Box 2009
Morrisville , NC 27560
Statement of Integrity
Alliance One International, Inc.
(“AOI” or the “Company”) was created to meet the challenges of a 21st Century
business environment and we are committed to meeting those challenges
successfully on all fronts. Foremost among them is our commitment to
conduct our business with complete integrity.
Our worldwide reputation for honest
and reliable business conduct, built by so many people over so many years, will
be tested and proven in each business transaction we make. We are more
global, dynamic and customer-driven than ever before. But our quest for
competitive excellence and customer satisfaction begins and ends with our
commitment to lawful and ethical conduct and as a global company we must create
and follow a set of global rules.
Our Code of Business Conduct (“CBC”
or the “Code”) is our guide to ethical and lawful conduct. It clearly
defines the Company’s expectations for legal and ethical behavior on the part
of every employee – an obligation that is, in fact, a condition of employment.
AOI directors, officers, employees and agents are expected to conduct the
Company’s business according to the highest standards of professional ethics,
financial integrity and legality.
All of us have many demands on our
time, but the information contained in the CBC will only be effective if you
take the time and make the effort to read the materials and apply these
standards of conduct in your business activities. If any aspect of the
CBC is unclear to you or if you have questions about a situation you are
facing, your concerns can be discussed directly with your supervisor, human
resource representative, the Corporate Compliance Officer, or the Director of
Corporate Compliance. You may also access Alliance One’s Compliance Helpline
from each of our locations worldwide through either the toll-free telephone
number or the website.
Any notion that compliance training and ethical business behavior do not
contribute to our “bottom line” success is wrong. If AOI, through the
performance of its directors, officers, employees and agents around the globe,
were to fail to achieve or exceed the standards of conduct outlined in this
guide, that failure could jeopardize the Company financially, harm individuals
and destroy one of AOI’s most valuable assets – its reputation.
Maintaining this most valuable of corporate assets is a matter of the greatest
importance to our continued success and a responsibility we all share.
Our future will undoubtedly bring an
even more competitive environment and we must be ready to meet its challenges;
but we must be prepared to do so without diminishing the standards of ethical
conduct that are the cornerstone for the way we conduct our
About Our Policy
At AOI one of our core values is our
commitment to integrity. How we do business and how we treat others will
define the Company to the rest of the world. It is important to our
shareholders, to our customers and suppliers, to all our employees worldwide
and to the communities where we live and work that AOI be known for the
integrity of its people and its high standards of business conduct.
Ethical behavior may mean more than
complying with the law -- but it starts with the law. You have an
affirmative obligation to acquire sufficient knowledge of the laws relating to
your location and your particular responsibilities and duties in order to
recognize conduct or situations that raise legal or ethical questions and when
to seek legal advice. It is management’s obligation to ensure and
facilitate adherence to our high standard of ethical conduct by clearly
articulating the requirements of the CBC and by supporting its fair application
to all personnel.
The purpose of the CBC is to
summarize the policy of the Company generally and provide guidance for proper
conduct in areas of particular concern. It explains the Company’s basic
expectations concerning your professional and personal behavior. The CBC does
not describe every specific conduct that is unacceptable or illegal.
Because a particular course of conduct is not discussed this does not mean the
act is acceptable and/or lawful. The Company expects every director,
officer, employee, and agent around the world to make a good faith effort to
understand and comply with both the letter and the spirit of AOI policies and
It would be impossible to address
every situation that you may encounter. Ultimately, we must support each
other in our commitment to doing business the right way and when we are
uncertain about the correct course of action we should seek the advice of
colleagues and counsel. In some cases a situation may be so complex that
additional guidance is needed. The Board of Directors has appointed a
Corporate Compliance Officer (“CCO”) and a Director of Corporate Compliance
(“DCC”) to provide assistance. If a situation arises that is not
addressed in the CBC, it is each person’s responsibility to immediately contact
his/her supervisor, the Alliance One Compliance Helpline (see “Compliance
Helpline” in this manual) or the CCO or DCC.
Please keep the CBC in a convenient
place so you can refer to it in the future. Additional copies may be
easily accessed from AOI’s website (www.aointl.com) or the AOI Intranet.
Which Law Applies
AOI conducts business in many
countries around the world and our employees are citizens of many different
countries. Further, the Company’s primary business involves the movement
of products in international trade. As a result, our operations are
subject to the laws of many countries, provinces, states and
Because AOI is incorporated in the
United States, the laws of the United States often extend to our operations
throughout the world as well as to the business activities of employees
wherever they live or work. Similarly, other countries may also apply
their own laws outside of their borders to their own citizens and to
corporations that are organized under their laws, such as AOI subsidiaries.
Obviously, the laws of different countries
can vary widely, and in some instances a conflict may exist between the
applicable laws of two or more countries. When you encounter such a
conflict, it is especially important to consult company legal counsel to
understand how to resolve that conflict properly.
Alliance One International and You
After reading the CBC, you may have
questions or encounter situations which you think are not adequately
covered. To make inquiries or seek explanations relating to applicable
laws or concerns about business practices, you may elect to communicate with
your immediate supervisor or directly with the CCO or DCC. Any employee,
officer, director, or agent is authorized and encouraged to communicate
directly with the CCO or DCC without any necessity for intermediate inquiries
to or permission from supervisory management.
Henry C. Babb
Corporate Compliance Officer
Alliance One International, Inc.
P. O. Box 2009
Morrisville, NC 27560
Nichlas A. Fink
Director of Corporate Compliance
Alliance One International, Inc.
P. O. Box 2009
Morrisville, NC 27560
- The Company wants you to know that
as long as you are acting in good faith, you may raise any question or
voice any concern about any legal or ethical issue without fear that you
will be discredited or that you will jeopardize your job. “Good
faith” does not mean that you need to be right – but it does mean that you
should be telling the truth as you understand it.
If you feel you are being encouraged or pressured to violate the law, or
observe anything you think may be a violation, you should bring it
promptly to the Company’s attention. It is a
violation of the CBC for any director, officer, employee, or agent to
retaliate against or take other adverse actions against those who report a
violation of the CBC in good faith.
Directors, officers, employees, or agents who retaliate against others for
reporting a problem will be subject to disciplinary action up to and
Additionally, and if you wish,
anonymously, you may communicate questions or concerns by means of the Alliance
One Compliance Helpline, a simple way for you, 24 hours a day, seven
days a week, to ask questions, raise concerns or clarify issues covered in the
Alliance One Code of Business Conduct, including questionable accounting,
internal accounting controls, and auditing matters.
You are encouraged to bring
compliance issues to the attention of the Company and you may do so without
providing your name. There are no records or any devices that can
identify or trace the number from which you are calling. When you call
the Compliance Helpline, you will be connected with Global Compliance
Services in Charlotte, NC, where one of its Communications Specialists will
handle your call.
The Communications Specialist will
greet you and ask how he or she can be of service. After you identify the
reason for your call, information will be gathered by the Communications
Specialist to fully understand the purpose of the call. You will be given
a case number and an agreed-upon call back date.
A report will be prepared by Global
Compliance Services and forwarded to the Alliance One Compliance Manager (a
company employee). The Compliance Manager will review the concern,
contact you, if necessary, and initiate an appropriate investigation. In
cases where you have chosen anonymity, Global Compliance Services will be
notified of the results of the investigation in order to respond to you by the
agreed-upon follow-up date.
You are encouraged to use the Compliance
Helpline in voicing your concerns and questions. Alliance One cannot
achieve the high standards of business conduct addressed in this Code of
Business Conduct without your support and assistance.
The Compliance Helpline phone
number in the United States is 1-800-268-4670. Dialing instructions for
employees calling from outside the United States are posted on all bulletin
boards in all Alliance One offices and factories and are available from local
compliance managers or human resources representatives. Additionally, the
Compliance Helpline can be accessed through the Internet at
Working for our Company
It is the Company’s policy to
vigorously protect the privacy of its employees. In that regard:
- You are required to comply with all applicable privacy
and data protection laws, regulations, and treaties. For instance,
in the United States privacy laws particularly address the protection of
individual medical, financial, and consumer information, and information
about children. The European Union Privacy Directive contains strong
protection for medical and health information, information revealing
racial or ethnic origin, political opinions, religious or philosophical
beliefs, trade union membership, or information concerning the sex life of
- Because the laws relating to privacy protection are
detailed and complex, you must consult with Company counsel before
establishing or revising any database or other system through which the
Company collects, uses, or discloses to any person individual information
or information about an individual’s finances, health or medical
condition, racial or ethnic origin, political opinions, religious or
philosophical beliefs, trade union membership, or sex life, or any other
sensitive individual information.
- As a general rule, to the extent the Company does have
access to any individual’s personal information, it is Company policy to
use that information only for limited, authorized purposes, and not to
disclose that information except in accordance with law after consultation
with Company counsel.
- You must consult with Company counsel before developing
otherwise, and maintain adequate procedures to comply with any policy
Conflicts of Interest
A conflict of interest occurs when
an individual’s private interest interferes in any way – or even appears to
interfere – with the interests of the Company as a whole. A conflict
situation can arise when a director, officer, employee, or agent takes actions
or has interests that may make it difficult to perform his or her job
objectively and effectively. Conflicts of interest also arise when a
director, officer, employee, agent or a member of his or her family, receives
improper personal benefits as a result of his or her position with the Company.
The following topics relate to specific instances that you may encounter.
- In the course of conducting the business of AOI, you
may come into possession of material information about the Company or
other entities that is not available to the investing public (“material
nonpublic information”). You must maintain the confidentiality of
material nonpublic information and may not use it in connection with the
purchase or sale of Company securities or the securities of any other
entity to which the information relates.
- The laws of many countries, particularly the United
States, prohibit you from buying or selling Company stock or other
securities while in possession of material nonpublic information.
Under Company policy and United States laws, information is material if:
there is a substantial likelihood
that a reasonable investor would consider the information important in
determining whether to trade in a security; or
- the information, if made public, likely would affect
the market price of a company’s securities.
Information may be material even if
it relates to future, speculative or contingent events and even if it is
significant only when considered in combination with publicly available
information. Material information can be positive or negative.
Nonpublic information can be material even with respect to companies that do
not have publicly traded stock, such as those with outstanding bonds or bank
loans. Therefore, depending on the facts and circumstances, information
that could be considered material includes, but is not limited to:
potential or actual
- earnings announcements or estimates, or changes to
previously released announcements or estimates;
- financial results;
- writedowns and additions to reserves for bad debts;
- expansion or downsizing of operations;
- new products, inventions or discoveries;
- major litigation or government actions;
- mergers, acquisitions, tender offers, joint ventures or
changes in assets;
- changes in analyst recommendations or debt ratings;
- events regarding the Company’s securities (e.g.,
defaults on senior securities,
- calls of securities for redemption, repurchase plans,
stock splits, changes in
- dividends, changes to the rights of securityholders or
public or private sales of additional securities);
- changes in control of the Company or extraordinary
- extraordinary borrowing;
- liquidity problems; and
- changes in auditors or auditor notification that the
Company may no longer rely on an audit report.
- You should not trade in Company stock or other
securities while in possession of such material nonpublic
information. These prohibitions include transactions in the
Company's 401(k) Plan, such as elections to redirect future contributions
or realign existing account balances that result in a sale or purchase
(intentional or otherwise) of AOI stock. Additionally, exercising a
stock option is prohibited if done while in possession of non-public
- If the material nonpublic information involves another
company (in a merger situation, for example), you may not trade in that
company’s stock either. In addition to trading while in possession
of material nonpublic information, it is illegal and a violation of the
Company’s Insider Trading Policy, as well as the CBC, to convey such
information to another (“tipping”) if you know or have reason to believe
that the person will misuse such information by trading in securities or
passing such information to others who trade. This applies
regardless of whether the “tippee” is related to the insider or is an
entity, such as a trust or a corporation, and regardless of whether you
receive any monetary benefit from the tippee. Anyone who violates
these laws could be subject to disgorgement, monetary penalties, and
- Information will be considered “public” on the third
business day after such information is publicly announced by the
appropriate Company officer. AOI, its directors, officers,
employees, and agents are all subject to criminal and civil liability for
violating securities law. Officers, employees, and agents who
violate this policy are subject to disciplinary action, up to and
including termination of employment. Likewise, a director’s
resignation may be sought.
- For more detailed guidance, please refer to the
Company’s Insider Trading Policy.
- Directors, officers, employees, and agents are
prohibited from taking for themselves personally opportunities that are
discovered through the use of corporate property, information or position
without the consent of the Board of Directors. No director, officer,
employee, or agent may use corporate property, information, or position
for improper personal gain, nor compete with the company directly or
indirectly. Directors, officers, employees, and agents owe a duty to
the corporation to advance its legitimate interests when the opportunity
to do so arises.
Bribery and Corruption
- Bribery is illegal. It harms the communities
where we operate. We must actively support efforts to stop bribery.
- Each of us must strictly comply with all domestic and
extraterritorial anti-bribery laws. Extraterritorial anti-bribery
laws are the laws of one country that prohibit bribery in other countries.
- We must never provide bribes or “kickback” payments – even
in small amounts. This includes never making a payment to improperly
secure regulatory approvals, favorable tax or customs treatment, licenses,
permits or any other benefit.
- The U.S. Foreign Corrupt Practices Act (“FCPA”) makes
it illegal for a U.S. company, such as AOI, or any of its worldwide
subsidiaries, affiliates, agents, sales representatives or other
intermediaries and the employees of all of these entities, to give, offer
or promise anything of value to a government official with the expectation,
hope or intent that the official will influence a decision to do business
with the Company. This includes obtaining new business, retaining
existing business, or gaining some advantage.
- The FCPA is enforced criminally by the U.S. Department
of Justice (“DOJ”) and civilly by the U.S. Securities and Exchange
Commission (“SEC”). The FCPA has two principal parts: (a) the
anti-bribery provisions and (b) the accounting provisions.
The anti-bribery provisions of the
FCPA criminalize improper payments to a government official. The basic elements
of the FCPA anti-bribery provisions are:
A payment, offer, or promise of anything of value;
to any government official, any non-U.S. political party or party
official, any candidate for foreign political office, or any other person while
knowing that any portion of the payment or promise to pay will be provided to
one of those persons;
with corrupt intent for the purpose of influencing an official act
or decision, inducing that person to do or not do any act in violation of his
or her lawful duty, or inducing that person to use his influence with a foreign
government to affect or influence any government act or decision;
to assist in obtaining or retaining business for or with, or directing
business to, any person or company.
- “Anything of value” is defined broadly. In addition to
cash, it also includes just about any form of benefit, including benefits
to family members and even the ability to direct a benefit to another
person. Examples include:
Cash, cash equivalents, or other
benefits (travelers checks, travel benefits);
Employment or the offer of employment;
Charitable contributions for the benefit of the official;
Political contributions; and
Use of the Company’s facilities (including but not limited to aircraft, houses,
vehicles, boats, etc.) by government officials or their staff other than for
purposes of promoting, demonstrating or explaining the Company’s products or
The accounting provisions of the
FCPA require companies to maintain books and records that accurately and fairly
reflect all business transactions and to maintain internal accounting controls
for that purpose. Among other things, these provisions aim to prevent
“slush” funds, off-book transactions and improper expense classifications that
can be a means of paying a bribe and concealing the nature of payment.
Violation of the FCPA or other local
anti-bribery laws can lead to imprisonment, significant fines, and other
penalties. For example, individuals may be fined up to $250,000 USD
and/or imprisoned for up to 5 years for each violation of the anti-bribery
provisions; or, for violations of the accounting provisions, individuals may be
fined up to $5 million USD and/or imprisoned for up to 20 years.
Additionally, the Company itself faces criminal prosecution, significant fines
and other penalties. Local business practices that ignore or even condone
these practices are not a defense. Any employee who makes or arranges for
a gift, offer, or promise of anything of value in violation of this policy is
subject to serious discipline by the Company, including dismissal.
The FCPA applies equally to gifts,
offers, and promises made directly by an employee or through someone not
employed by the Company. In that regard the FCPA makes it illegal to
“look the other way” or ignore facts or circumstances which reasonably suggest
that a third party is making illegal gifts, offers or promises on our
behalf. Further, giving money to a third party or intermediary in the
belief or with the intention that the third party will make inappropriate or
illegal gifts, offers or promises or in willful disregard of the facts of the
transaction(s) is itself illegal.
- Who is a Government Official?
- For purposes of the Company’s policy, the definition of
“government official” must be understood to be very broad and would
include, but is not limited to, customs and immigrant officials; elected
and appointed officials such as legislators, mayors, government ministers
and all other government employees; officers or employees of public
international organizations such as the United Nations, the World Bank or
the International Monetary Fund; various tobacco industry regulators such
as agricultural inspectors; political party officials or candidates for
Of critical importance, all employees of whatever rank or position of
state-owned or controlled tobacco monopolies, are government officials.
That includes many of the Company’s customers, including but not limited
- China Tobacco International
- Eastern Company
- Fabrika Dunhana Sarajevo, Bosnia & Herzegovina
- Global Tobacco Ltd.
- Imperial Vina Danang
- Japan Tobacco, Inc.
- Khanh Hoi Cigarette Factory
- Korea Tomorrow and Global Corp.
- Libyan Tobacco Company LTC.
- National Tobacco Enterprise, Ethiopia
- Regie National des Tabacs et des Alumettes, Tunisia
- Saigon Tobacco Company
- Societe Nationale des Tabacs et Allumettes, Algeria
- Taiwan Tobacco & Liquor Corporation
- Thailand Tobacco Monopoly
- Tian Li International Co. Ltd.
- Vietnam National Tobacco Corporation
- Vietnam Tobacco Import Export Company
What does this mean? It means
that any person who works for a government, from the Prime Minister to a postal
carrier, is considered a “government official” for purposes of Company
policies. Any Court employee, including judges, clerks, etc., are all
“government officials” under these policies. “Government officials” can
also include family members of government officials or individuals designated
by a government official to receive something of value if the thing of value
offered to the family member or other designated individual is really just a
way of getting the benefit to the government official.
If you have questions about whether
a person involved in a transaction is covered by the relevant anti-corruption
laws, you should consult with the CCO or DCC.
Gifts, Travel and Entertainment
The FCPA prohibits providing
“anything of value” to foreign officials, except under narrow guidelines.
Gifts: You may not offer or provide gifts to a government
official with an expectation that the offer or gift will provide the Company
with a competitive advantage. Any gift to a government official must be
in strict compliance with this Policy. As a general matter the following
principles apply: (i) cash gifts to government officials are never
permitted; (ii) small gifts bearing the Company’s logo may be provided to a
government official as a token of esteem or courtesy or in return for
hospitality; (iii) the gift should be of nominal value, customary for the
country involved and appropriate for the occasion; and (iv) the gift must be
permitted under local law and the guidelines of the relevant government
agency. If you have any doubt about whether any such gift is appropriate
you must first contact the Company’s CCO or DCC.
Travel Expenses: Any payment by the Company for travel and lodging for
government officials (including our monopoly customers) must be approved in
advance by the CCO or DCC. As a general matter, the following principles will
apply: (i) only expenses directly related to the promotion or
facilitation of Company business will be reimbursed; (ii) only reasonable (no
first class) airfare will be reimbursed; (iii) the Company may not select the
particular government officials who will travel (rather, the government agency
or AOI customer must do so); (iv) only the designated officials’ travel may be
reimbursed, not expenses incurred by the officials’ family members; and (v)
expenses associated with leisure activities and the payment of per diems to
government officials are in all cases subject to prior written approval by the
CCO or DCC.
- Business Entertainment: You may not entertain government officials with
an expectation that the entertainment (or offer of entertainment) will
provide the Company with a competitive advantage. Business
courtesies or entertainment that might be appropriate when dealing with
our non-monopoly customers may not be appropriate when dealing with
monopoly customers (government officials). Entertainment of
government officials is permitted only in cases when the expense is (i)
directly related to the promotion, demonstration or explanation of Company
business; (ii) reasonable in amount; (iii) permitted under local law and
the official’s employer’s guidelines; (iv) commensurate with local custom;
and (v) avoids the appearance of impropriety. If you have any doubt
about whether an entertainment expense is appropriate you must first
contact the CCO or DCC.
- You must ensure at all times that any gifts, travel or
entertainment provided to government officials fully comply with all
Company policies, regardless of local customs or practices.
Facilitating or “Grease” Payments: In some countries, government employees request
small payments to expedite or facilitate routine governmental action.
Such payments are only permitted in the following circumstances:
- The payment is small;
- The payment is to obtain routine governmental action
and the Company has otherwise met all requirements for the government
action. Routine governmental action does not include discretionary
decisions relating to business; and
- The payment is consistent with local law, regulation,
and practice, or there is no alternative to facilitate the routine
Of critical importance, and although
these payments in very limited circumstances may be permissible under the FCPA,
they may not be legal under the laws of other countries, including the country
in which the payment is being sought, the UK Bribery Act, the O.E.C.D. Anti-Bribery
Convention and others. Thus, such payments should be considered, if at
all, only in exceptional and unavoidable circumstances. When possible, and if
you have advance notice, then written approval should be obtained from the CCO
Further, if in a rare circumstance
when such a payment cannot be avoided, it is both appropriate and legally
required that such payment be adequately explained and recorded accurately in
the books and records of our relevant company entity Under no circumstances
should any such payment be disguised in our books and records. If you have
questions concerning facilitating payments, consult with AOI’s CCO or DCC.
Accepting / Providing Gifts to Private Customers and
AOI does not want business obtained
through the improper use of business courtesies. You should be sensitive
to this issue. As a director, officer, employee, or agent, you should
carry out your duties and responsibilities in a manner that is in the best
interest of the Company. That means you must not let any personal
interests conflict with your ability to represent the Company’s best
interests. Use your best judgment as to what courtesies are
appropriate, but keep in mind the following principles.
In dealing with private customers,
you may give or accept gifts of small value as tokens of respect or
friendship. However, CASH IS NEVER PERMITTED. Other non-acceptable
- any loans, except contractual loans from financial
institutions in the normal course of business;
- meals, beverages, entertainment, travel or lodging, or
payment for such items, except where the provider is present, and
the item is directly related to a business activity.
- Not only must you be careful in accepting
personal gifts; you must also be careful about providing personal
gifts or benefits to those with whom you do business.
- The Company expects you to cultivate strong customer
relationships. These require personal attention and service.
You should not entertain lavishly or give expensive gifts to private
suppliers, customers, or others with whom you do business, and they should
not expect such treatment from you. Gifts, favors and entertainment
may be given to private parties if they are:
- consistent with accepted business practice;
- not expensive and could not be construed as a bribe or
- consistent with this Code and applicable legal and
Political Activity and Contributions
Political contributions by the
Corporation or any of its subsidiaries, whether monetary or non-monetary, must
be approved in advance by the Company’s CCO or DCC.
Employees in their individual
capacity are encouraged to participate in the political process. You
must, however, scrupulously avoid even the appearance of lending the prestige
of the Company in support of a particular candidate or issue. Under no
circumstances may you use Company letterhead in connection with participation
in the political process. Also, under no circumstances will the Company
reimburse any employee for making a personal political contribution.
Acting as a representative of the
Company, you may only participate in partisan political activities as
specifically directed by the Chief Executive Officer. If you are
authorized to participate in a political campaign on behalf of the Company, you
must be careful not to engage in activities which could be considered
lobbying. Lobbying is subject to various federal, state, and local laws
and entails reporting requirements. If you have questions concerning political
activities, consult with AOI’s CCO or DCC.
Even when given in good faith,
corporate charitable contributions are often problematic because of a potential
affiliation between the charity and a government official. Accordingly,
all corporate charitable contributions must be approved in advance by the CCO
Outside Business Interests
- From time to time you may have the opportunity to
engage in business enterprises outside of the Company. If so, you
must abide by some strict guidelines.
- First, you may not serve as a director, officer,
employee, or consultant of a competitor of the Company. Nor may you
have a financial interest in a competitor, unless that interest consists
of less than 5% of the outstanding securities of a publicly-held
corporation. Second, if you become aware of any situation where a
member of your immediate family may benefit, or appear to benefit, from a
transaction with the Company, you must inform the CCO or DCC
promptly. Additionally, if you are thinking about acquiring an
interest in any type of property that the Company might have an interest,
you must inform the CCO or DCC.
- Outside employment not connected with the Company is
permitted so long as it does not interfere or conflict with your duties
and responsibilities to the Company. You are encouraged to become involved
in charitable, professional, and civic organizations, but only if it does
not interfere with your duties to AOI.
- It is a conflict of interest for a director, officer,
employee, or agent of AOI to work simultaneously for an AOI competitor,
customer or supplier. You are not allowed to work for a competitor
as a consultant or board member. The best policy is to avoid any
direct or indirect business connection with our customers, suppliers or
competitors, except to conduct business for AOI.
Use of Software
- Copying software violates Company policy and, in
certain circumstances, copyright laws, and may place the Company in
violation of its obligation to software publishers. This prohibition
applies to everyone regardless of country, location and/or local customs.
- Each of us has the responsibility to make sure that
Company assets, including confidential information, are only used for
Company business. You should not use AOI facilities, materials,
equipment, or employee services for any purpose not related to the
business of the Company without proper approval.
- “Assets” include more than physical equipment and
structures. Most of the information that you develop as part of your job
is “proprietary” --- that is, a valuable Company asset. Such
information could include sensitive strategic, financial, employment, and
business plans, documents, or databases. Any information concerning
our customers, particularly any information covered by a
confidentiality/non-disclosure agreement, is also considered
“‘proprietary”‘ and should be regarded as confidential. Please keep
in mind that much of our confidential information is stored
electronically. You should protect electronic data just as carefully
as you would protect any paper document.
- You should be careful not to share Company proprietary
information with others, including fellow employees, unless they need to
know it for a legitimate business reason. Unauthorized disclosure
could destroy its value, and give unfair advantage to others outside the
Company. Also remember that unintentional disclosure (for example,
through indiscreet conversations over cellular telephones or in public
places such as planes, elevators, restrooms or restaurants) can be just as
damaging to AOI.
- When you leave the Company, you must not take any
confidential information from AOI and reveal it to a competitor, new
employer, or any other outside person or organization.
Accuracy of Financial Reporting
- Each of us records or prepares information of some
description in the course of carrying out our job responsibilities.
Some common examples are financial disclosures, accounting records,
business plans, regulatory submissions and expense reports. Many
people, inside and outside the Company, rely on this information as
truthful and accurate. It is your responsibility to adhere to the
Company policies and procedures and provide only information which is
truthful, accurate, complete, objective, relevant, timely and
- AOI has implemented accounting procedures including
internal accounting controls to protect Company assets and ensure the
accuracy and reliability of both financial and non-financial
information. The following rules apply to everyone.
- No secret unrecorded funds, assets, or expenses may be
maintained for any reason.
- Do not fail to properly record and disclose any fund,
asset, or expense of the Company.
- Do not record any false or artificial entry on any book
or record of the Company.
- Do not take any action to improperly influence, coerce,
manipulate, or mislead any independent public or certified accountant
engaged in an audit of the Company’s financial statements.
- Do not make any payment on behalf of the Company with
the understanding that the funds will or may be used for something other
than the stated purpose.
- Report (on an anonymous or confidential basis if you
prefer) to the CCO, DCC, or the Audit Committee any concerns you may have
regarding accounting or auditing matters.
- To assure the credibility of the information, it is
subject to review by both inside and outside auditors, including
government officials. You must not deviate from the Company’s procedures
and approved practices for collecting and reporting accurate
information. Nor should you allow a supervisor or fellow employee to
require you to do so. Violations of truthful reporting may result in
disciplinary action, including dismissal.
Communications to the Public
- The Chief Executive Officer, or his designees, is
authorized to speak on behalf of AOI and arrange for the release of AOI’s
financial results. Any requests for information concerning the
Company from analysts, shareholders or the media should be referred to the
Director of Investor Relations. Releasing corporate information
through other channels is a violation of Company policy.
Compensation and Benefits
The Company’s payroll practices and
benefit plans and policies are designed to comply with all applicable laws and
regulations governing hours of work, payment of wages, the receipt of benefits,
related record keeping obligations and notice requirements. These
requirements are complex and vary among the jurisdictions in the United States
and other countries in which the Company engages in business. Changes
should not be effected in the Company’s practices, plans and policies without
consultation with AOI’s Director of Human Resources.
Non-Discrimination / Equal Opportunity / Non-Harassment
- The Company is committed to non-discrimination and
equal employment opportunity. All employees and applicants for
employment shall be treated without discrimination or harassment based on
race, color, religion, marital status, sexual preference or sexual
orientation, national origin, age, veteran status, disability or
citizenship in accordance with all applicable laws. This policy
applies to hiring, promotions, transfers, discipline, training, wage and
salary administration, and all other aspects of employment.
- Because the United States government considers the
Company to be a “federal contractor” for certain purposes the Company will
comply fully with Equal Opportunity clauses and Non-segregated Facilities
provisions of government contracts.
- Mistreatment of, or discrimination against, a fellow
employee is not acceptable. We expect the same behavior from all
visitors, such as existing and prospective customers and suppliers, to our
- Sexual harassment is prohibited and will not be
tolerated. It includes any form of harassment of a sexual nature,
whether physical or verbal, including conditioning promotions, raises,
desirable job assignments or other favorable employment action upon sexual
favors or submission to sexual advances; unwelcome physical contact;
remarks of a sexual nature; and other actions or words that tend to create
an intimidating, hostile, or offensive working environment.
- Employees will comply fully with all applicable labor
and employment statutes governing discrimination in the workplace.
Employees who engage in any form of prohibited discrimination or
harassment will be disciplined appropriately. Employees who believe
they have been discriminated against should file a complaint with their
human resource representative and should feel free to contact AOI’s
Director of Human Resources at any time.
Cooperation in the Investigation of Wrongdoing
- It is the policy of the Company to cooperate in the
investigation by government authorities of any criminal or fraudulent
conduct and no director, officer, employee or agent of the Company may
retaliate against any person for providing to a law enforcement officer
any truthful information relating to the commission or possible commission
of any violation of law. Additionally, the Company’s employees are
expected to fully cooperate in the event the Company conducts internal
Working in our Environment
- The Company is committed to ensuring that all employees
refrain from engaging in unlawful drug activity in the workplace. To
attain this goal, the Company has established a Drug Free Awareness
- The Company complies with the Drug-Free Workplace Act
of 1988 (“‘DFWA”‘), which requires that the Company maintain a drug-free
workplace and establish programs to ensure that such requirement is
met. The DFWA specifically prohibits the unlawful manufacture,
distribution, dispensation, possession or use of controlled substances in
the workplace. Adherence to the requirements of the DFWA is a
condition for the Company to perform work in connection with certain
federal government contracts.
- The Company will take appropriate disciplinary action,
including dismissal, against any employee who violates this policy.
The Company may, in appropriate circumstances and at the Company’s sole
discretion, however, require such employee to complete a drug abuse
assistance or rehabilitation program.
- Each employee has an affirmative duty to advise either
their human resources representative or AOI’s Director of Human Resources
within five days of learning of any drug statute criminal conviction ---
their own or that of another employee --- arising out of conduct that
occurred in the workplace. Violation of this affirmative duty may
constitute grounds for discipline including dismissal.
Health and Safety
- The health and safety of employees is of paramount
concern to the Company. It is the Company’s policy to provide a
workplace that is in compliance with all applicable national and local
laws and regulations enacted to protect the health and safety of its
- Employees who violate these laws jeopardize not only
their own health and safety, but also the health and safety of other
employees. For this reason, anyone who fails to comply with these
laws will be subject to disciplinary action by the Company.
- It is AOI’s policy to conduct its operations in
accordance with all applicable national and local environmental laws and
regulations in order to preserve and protect the environment.
Furthermore, the Company strives to take voluntary initiatives to improve
the environmental performance of the Company. You are expected to
fully comply with all applicable laws and should contact the CCO, with any
questions or concerns you may have regarding environmental compliance
Working in the Marketplace
- AOI conducts business all over the world.
Sometimes actions taken in one country can create legal exposure for the
Company under the laws of another country, particularly under U.S.
laws. Anti-competition and trade regulation laws are complex and
cannot be fully explained in this guide. Personnel who are likely to
encounter anti-competition and trade regulation issues in the course of
discharging their business responsibilities are directed to copies of the
Anti-competition and Trade Regulation Compliance Manual. All
personnel should have at least a basic understanding of these
- A boycott occurs when one person, group, or country
refuses to do business with certain other people or countries. U.S.
anti-boycott laws prohibit U.S. companies and their global subsidiaries
from cooperating with any international boycott, unless it has been
approved by the U.S. government (for example, economic sanctions imposed
by the UN). U.S. companies and their worldwide subsidiaries must
report to the U.S. Government any requests they receive to engage in a
Federal Criminal Laws on Fraud
- If you intentionally deceive or defraud another person
or business in a transaction, you’re probably violating the laws of most,
if not all, of the jurisdictions in which AOI does business. For
example, misrepresentations regarding tobacco quality, content or value
made in offers or invoices to customers, reports to governments or
documents for shipping or banking, may give rise to liability for mail or
wire fraud, racketeering or other crimes. Likewise, discussions
about such misrepresentations through the use of the telephone, facsimile,
electronic mail or postal mail may constitute fraud.
- The United States federal criminal laws on fraud are
far-reaching, and individuals are subject to severe fines and imprisonment
for violating these laws. AOI prohibits such conduct and it expects
its employees to comply fully with applicable laws.
- Money laundering occurs when persons try to make the
proceeds of crime appear legitimate by filtering them through non-criminal
ventures. Laws in many countries prohibit acceptance or use of the
proceeds of criminal activities.
- You must comply with all applicable money laundering
laws and laws that require reporting of cash and other suspicious
- You must use due diligence to obtain enough information
about customers, suppliers, and others with whom you have business
relationships to be satisfied that their money comes from legitimate
- You must comply with all rules concerning acceptable
forms of payment. It is against Company policy to accept cash
payment of any invoice. It is also against Company policy, except
under extraordinary circumstances with the advice of Company counsel, to
accept payments in cash equivalents such as money orders or travelers
checks, or to accept checks from unknown third parties. If a cash or
similar transaction is unavoidable, you must obtain authorization from an
appropriate officer of the Company and take care to comply with the
detailed and complex reporting obligations associated with such transactions,
including obligations imposed by the United States Internal Revenue
- You must to the extent possible be sure all customers,
suppliers, and others with whom you have a business relationship are
willing to comply in full with all record keeping duties and are willing
to accurately report all aspects of a transaction.
- You must display particular vigilance when a
transaction bears one or more hallmarks of a laundered transaction, such
- Cash or unusual payments;
- Early repayment of credit;
- Orders or purchases or other activities inconsistent
with the nature of your customer’s business;
- Unusual payment patterns, unnecessarily complex deal
structures or unusually favorable payment terms;
- Transactions from or to locations known as tax havens
or associated with money laundering; and,
- Requests to transfer money to an unknown party or
Antitrust and Fair Competition
- Throughout the world, AOI’s business activities must
comply with antitrust and fair competition laws of various
countries. The laws are intended to promote competition. They
prohibit agreements or collective actions among competitors which have the
effect of restraining trade or reducing competition. The following
agreements or collective actions are illegal:
- setting or controlling the prices paid to suppliers or
charged to customers, among competitors;
- allocating products, territories, or markets;
- boycotting certain suppliers or customers; or
- limiting the production or sale of products.
Most antitrust and fair competition
laws also prohibit the use of a dominant market position to drive a competitor
out of business, independent of natural market forces. Antitrust and fair
competition laws differ around the world. If you are concerned that a
business activity in which you are requested to participate may involve an
antitrust issue, you should consult the Corporate Compliance Officer for
Occasionally, governments implement
trade and/or travel restrictions on imports from or exports to foreign
countries. U.S. laws may limit or prevent global subsidiaries of the
Company from engaging in certain transactions that would result in direct or
indirect shipments of goods or the facilitation of credit to such embargoed
countries. It is the Company’s policy to comply with all laws which are
enacted to restrict trade with certain countries.
Shipping Laws / Customs
You must comply with all shipping
rules and regulations, such as laws regarding appropriate shipping
documentation. In particular, no employees or agents are permitted to
make unofficial payments for logistics or customs services without the advance
approval of the CCO or DCC. The activities described below require
- The United States and certain other countries have laws
requiring the marking of goods to indicate the country of origin to the
ultimate purchaser. You must be aware of and comply with these and
all other laws regarding the proper labeling of products.
- The Company is entitled to “drawbacks” of import and
other duties paid when goods are processed and subsequently exported under
conditions specified by law and regulation. You should ensure that
drawback claims do not contain false statements.
- You must not pay or participate in illegal rebates or
- You must not prepare or facilitate the preparation of
invoices for sales by the Company which do not accurately reflect the
price of goods sold.
- Negative or blacklist certifications in connection with
export transactions or letters of credit.
- Inaccurate or misleading documentation requested by
- Exchanges of value not reflected in invoices and other
- Dealings with new trade partners.
Other Anti-competition Issues
You must consider, with the advice
of Company counsel, potential anticompetitive effects of the following:
- Proposed mergers, acquisitions, and other business
- Accepting a position, or allowing another employee or
officer of the Company to accept a position, on another Company’s board of
- Requiring customers to purchase bundled goods and
- Exclusive licensing and other technology agreements
that restrict the freedom of the licensee or licensor.
- Distribution or other cooperative arrangements with
Our Policy in Brief
AOI counts on you to uphold the
Company’s standards set forth in this Code. The following briefly
describes how to act responsibly in the work environment consistent with the
- Know and live the standards. By knowing, understanding, and following
applicable laws and Company policies, as well as our core values, each of
us can serve as a role model.
- Know the law and ask tough questions. You
are expected to be familiar with the laws that apply to your specific job
function and level of responsibility. If you are not sure whether a
law or Company policy applies, or whether it exists at all, ask.
- Don’t make assumptions. Do not assume that management already knows or doesn’t
care about an issue or situation. Also, do not assume that no action will
be taken. AOI management is dedicated to ensuring that the standards
of legal and ethical behavior are upheld. We want you to tell us if
something is wrong.
- Don’t ignore violations. We all need to take the law and Company policies
seriously. If you think someone may be violating a law or policy, please
take steps to address the situation.
- Don’t be pressured. It is never acceptable to violate a law or policy, nor
should you ever feel encouraged or pressured to do so – even if the
violation will improve the bottom line or help to meet a performance goal.