Supplier Code of Conduct
Schumacher Electric Company and its global affiliates (collectively “Schumacher”) share common Core Values of Delight our Customers, Do the Right Thing, and Be Transparent. In keeping with our Core Values, we are committed to applying high standards of ethics and business conduct in every country in which we operate and within every business relationship we have worldwide — this includes our business relationship with our suppliers (“Suppliers”). Just as we expect our Employees to demonstrate our Core Values, we expect our Suppliers to conduct all business activities within the guidelines of Schumacher’s Supplier Code of Conduct at all times. These obligations are in addition to Supplier obligations contained in purchase orders or agreements with Schumacher.
Table of Contents
I. CODE OF CONDUCT
II. COMPLIANCE WITH LAWS
III. MAINTAIN ACCURATE RECORDS
IV. ETHICAL SOURCING
V. EMPLOYMENT PRACTICES
VI. ANTI-CORRUPTION AND ANTITRUST
VII. CONFLICT OF INTEREST
VIII. INFORMATION PROTECTION
IX. ENVIRONMENTAL, HEALTH, AND SAFETY
X. GLOBAL TRADE COMPIANCE
XI. QUALITY AND COUNTERFEIT PARTS
XII. ETHICS PROGRAM EXPECTATIONS
XIII. ENSURING COMPLIANCE, CONSEQUENCES OF MISCONDUCT AND GRIEVANCE MECHANISM.
I. Code of Conduct
A commitment to integrity is critical to how we conduct business and maintain our outstanding reputation in the communities in which we do business. We expect our Suppliers to fully cooperate with our compliance requests and develop their own due diligence processes to meet these obligations pursuant to the Ethics Program Expectations set forth in Section XII and reserve all rights, by way of example, to cease any business relationship due to non-compliance with this Supplier Code of Conduct Policy and to conduct any, in person or remote, investigation and/or audit to verify compliance with this Supplier Code of Conduct Policy.
II. Compliance with Laws
We expect our Suppliers to maintain full compliance with all laws and regulations applicable to their business and prevent incidents or conditions that might result in a violation of law. All purchased materials used in the manufacture of goods shall meet applicable government regulations on restricted, toxic, and hazardous materials as well as environmental considerations applicable to the country of manufacture. Suppliers performing as U.S. government contractors,
as defined under applicable law, must complete a subcontractor compliance certification pursuant to FAR 52.222-50 prior to the award of any supplier contract and annually, as applicable, thereafter.
III. Maintain Accurate Records
We expect Suppliers to create accurate and verifiable records, and not alter any record entry to conceal or misrepresent the underlying transaction represented by it. All records, regardless of format, made or received as evidence of a business transaction must fully and accurately represent the transaction or event being documented. When a record is no longer needed to conduct current business, records should still be retained based on the applicable retention requirements. Suppliers performing as covered U.S. government contractors, as that term is defined under applicable law, must comply with the requirements in FAR 4.703. Suppliers that are performing or fulfilling a U.S. government role in their prescribed work must comply with the records requirements of the affected agency and any relevant National Archives and Records Administration (NARA) requirements that apply to that agency.
IV. Ethical Sourcing
We expect Suppliers to treat all people with respect and dignity, encourage diversity, remain receptive to diverse opinions, promote equal opportunity for all, and foster an inclusive and ethical culture. All suppliers are required to comply with local laws governing the employment relationship. These ethical sourcing items below provide a non-exhaustive list of those behaviors that we oppose and our expectations.
a. Child Labor: We expect our Suppliers to ensure that illegal child labor is not used in the performance of their work. The term “child” refers to any person under the minimum legal age for employment under applicable law where the work is performed and, as applicable, the type of work being performed by the Supplier.
b. Slavery, Human Trafficking, and Forced Labor: We believe that the employment relationship should be voluntary, and the terms of employment must comply with applicable laws and regulations. We are therefore opposed to slavery, human trafficking and forced labor and are committed to complying with applicable laws prohibiting such exploitation. We expect our Suppliers to refrain from violating the rights of others, adhere to regulations prohibiting slavery, human trafficking and forced labor, and comply with all applicable local laws in the country or countries in which they operate.
c. Wages and Hours, Working Conditions: Suppliers must comply with all applicable wage and hour laws, including minimum wage, overtime, maximum hour rules, meal, and rest periods, and to provide legally mandated benefits. Where local industry standards exceed the applicable legal requirements, Suppliers are encouraged to provide wages and ensure working conditions that meet the higher local industry standards.
V. Employment Practices
a. Harassment: We expect Suppliers to ensure that their employees are afforded an employment environment that is free from physical, psychological, and verbal harassment, or other abusive conduct consistent with all applicable law.
b. Non-discrimination: We expect Suppliers to provide equal employment opportunity to employees and applicants for employment, without regard to race, ethnicity, religion, color, sex, national origin, age, military veteran status, ancestry, sexual orientation, gender identity or expression, marital status, family structure, genetic information, or mental or physical disability, consistent with all applicable law.
c. Substance Abuse: We expect Suppliers to maintain a workplace free from illegal use, possession, sale, or distribution of controlled substances consistent with all applicable law.
d. Freedom of Association: In conformance with local law, Suppliers shall respect the right of all workers to form and join trade unions of their own choosing, to bargain collectively, and to engage in peaceful assembly as well as respect the right of workers to refrain from such activities. Workers and/or their representatives shall be able to openly communicate and share ideas and concerns with management regarding working conditions and management practices without fear of discrimination, reprisal, intimidation, or harassment.
VI. Anti-Corruption and Antitrust
a. Anti-Corruption Laws: Suppliers must comply with the anti-corruption laws, directives and/or regulations that govern operations in the countries in which they do business, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. We require our Suppliers to refrain from offering or making any improper payments of money or anything of value to government officials, political parties, candidates for public office, or other persons. This includes a prohibition on facilitating payments intended to expedite or secure performance of a routine governmental action, even in locations where such activity may not violate local law. Personal safety payments are permitted where there is an imminent threat to health or safety. We expect our Suppliers to exert due diligence to prevent and detect corruption in all business arrangements, including partnerships, joint ventures, offset agreements, and the hiring of consultants.
b. Illegal Payments: Suppliers must not offer any illegal payments to, or receive any illegal payments from, any customer, supplier, their agents, representatives, or others. The receipt, payment, and/or promise of monies or anything of value, directly or indirectly, intended to exert undue influence or improper advantage is prohibited. This prohibition applies even in locations where such activity may not violate local law.
c. Gifts/Business Courtesies: We expect our Suppliers to compete on the merits of their products and services. The exchange of business courtesies may not be used to gain an unfair competitive advantage. In any business relationship, our Suppliers must ensure that the offering or receipt of any gift or business courtesy is permitted by law and regulation,
that these exchanges do not violate the rules and standards of the recipient’s organization, are consistent with reasonable marketplace customs and practices, and will not adversely impact the reputation of Schumacher.
d. Fair Competition: We expect Suppliers to compete honestly and fairly, comply with applicable antitrust and competition laws and never participate in anti-competitive practices. Suppliers must not fix prices or rig bids with their competitors. They must not exchange current, recent, or future pricing information with competitors. Our Suppliers must refrain from participating in a cartel.
VII. Conflict of Interest
We expect our Suppliers to avoid all conflicts of interest or situations giving the appearance of a potential conflict of interest in their dealings with Schumacher. We expect our Suppliers to provide notification to all affected parties in the event that an actual or potential conflict of interest arises. This includes a conflict between the interests of Schumacher and personal interests or those of close relatives, friends, or associates.
VIII. Information Protection
a. Confidential/Proprietary Information: We expect our Suppliers to properly handle sensitive information, including confidential, proprietary, and personal information. Information should not be used for any purpose (e.g., advertisement, publicity, and the like) other than the business purpose for which it was provided, unless there is prior authorization from the owner of the information.
b. Intellectual Property: We expect our Suppliers to respect and comply with all laws governing intellectual property rights assertions, including patents, copyrights, trademarks, and protection against disclosure.
c. Information Security: Suppliers must protect the confidential and proprietary information of others, including personal information, from unauthorized access, destruction, use, modification, and disclosure, through appropriate physical and electronic security procedures. Suppliers must comply with all applicable data privacy laws. Suppliers shall ensure extension of this requirement to all sub-tier sources they employ.
d. Privacy: Suppliers are to commit to protecting the reasonable privacy expectations of personal information of everyone they do business with, including suppliers, customers, employees, and former employees. Suppliers are to comply with the privacy and information security laws and regulatory requirements when personal information is collected, stored, processed, transmitted, and shared.
IX. Environmental, Health, and Safety
We expect our Suppliers to operate in a manner which actively manages risk, conserves natural resources, and protects the environment and individuals. Suppliers must protect the health,
safety, and welfare of their employees, visitors, and others who may be affected by their activities. Suppliers are expected to implement environmental management system principles in order to establish a systematic approach to the management of risks/hazards and opportunities associated with the environment including potential risk from regulatory non-compliance, reputational loss, and opportunities for business growth through operational and product stewardship. We expect our Suppliers to comply with all applicable environmental, health and safety laws, regulations, and directives including but not limited to REACH, RoHS, ISPM 15, T.S.C.A., anti-lead, transportation, HAZMAT/dangerous goods regulations, GHS, OSHA, EPA, DOT and their global equivalents.
a. Incidents, Near-Misses: Suppliers shall have systems to investigate, report, and take action regarding all incidents (work-related event(s) in which an injury or ill health (regardless of severity} or fatality occurred, or could have occurred), near-misses (an incident where no personal injury was sustained, but where given a slight shift in time injury easily could have occurred), and unsafe situations. Managers and employees shall have knowledge of incidents and near-misses, understand the importance of prevention, corrective actions, and practice it in their daily work.
b. Facilities: Suppliers shall provide clean and safe facilities including dining areas, food storage, locker rooms, and resting areas. Employees shall always have access to potable clean water and toilets.
c. Workplace Ergonomics: Supplier shall identify ergonomic risks and evaluate employee exposure. Ergonomic risk includes conditions which can affect muscles and joints in the human body such as work positioning, repetitive movements, physical load and lifting positions. Concerned employees should be involved when designing or redesigning workplaces.
d. Health and safety committee: Suppliers shall have functional cooperation between employees and managers to continuously improve health and safety in the workplace. Suppliers should have a health and safety committee with employee representation to manage health and safety issues even when not required by law.
e. Environmental Permits and Reporting: All required environmental permits (e.g., discharge monitoring), approvals, and registrations are to be obtained, followed, and maintained, to their operational and reporting requirements.
f. Pollution Prevention and Resource Reduction: Emissions and discharges of pollutants, and generation of waste are to be minimized and/or eliminated at the source through practices such as adding pollution control equipment; modifying production practices, maintenance, and facility processes; or by other means. The use of natural resources, including water, fossil fuels, minerals, and virgin forest products, is to be minimized by conservation and/or recycling practices.
g. Solid Waste: Suppliers shall implement a systematic approach to identify, manage, reduce, and responsibly dispose of, reuse, or recycle solid waste (non-hazardous).
h. Air Emissions: Air emissions of volatile organic chemicals, aerosols, corrosives, particulates, ozone depleting substances, and combustion byproducts generated from operations are to be characterized, routinely monitored and managed, controlled and treated as required by applicable regulations prior to discharge. Suppliers shall conduct routine monitoring of the performance of its air emission control systems.
i. Water Management: Suppliers are expected to implement a water management program which documents, characterizes, and monitors water sources and wastewater use and discharge; seeks opportunities to conserve or reuse water; and controls channels of contamination.
j. Energy Consumption and Greenhouse Gas Emissions: Suppliers are expected to establish a corporate-wide greenhouse gas reduction goal.
k. Energy consumption and all relevant greenhouse gas emissions are expected to be tracked, documented, and publicly reported against the greenhouse gas reduction goal. Suppliers are expected to look for methods to improve energy efficiency and to minimize their energy consumption and greenhouse gas emissions.
X. Global Trade Compliance
a. Security: When applicable, Suppliers are encouraged to implement practices and procedures to ensure the security of their supply chains in accordance with the Customs-Trade Partnership Against Terrorism initiative of the United States Department of Homeland Security.
b. Country of Origin: We require Suppliers to identify the country of origin of each article (product/component) on both the product itself and on every level of packaging and to provide proper documentation on every shipment to comply with all applicable laws and regulations.
c. Import: We expect our Suppliers to ensure that their business practices are in accordance with all applicable laws, directives, and regulations governing the import of parts, components, and technical data.
d. Export: We expect our Suppliers to ensure that their business practices are in accordance with all applicable laws, directives, and regulations governing the export of parts, components, and technical data.
e. Anti-Boycott: Our Suppliers must not participate in, cooperate with, or further the cause of any unsanctioned foreign economic boycott, in accordance with the U.S. 1977 Export Administration Act and the 1976 Tax Reform Act.
f. Export Controlled Regulations: For all products supplied to a Schumacher facility, the Supplier shall provide the appropriate Export Control Classification Number (ECCN) if controlled by the Department of Commerce’s Bureau of Industry and Security and/or ITAR category if controlled by the Department of State’s Directorate of Defense Trade Controls.
g. Prohibited Countries and Entities & Denied Party Screening: Schumacher prohibits any Supplier from selling to Schumacher anything manufactured or touched by a prohibited country or entity. Denied Party Screening is the process of screening those parties involved in an export transaction for the purpose of complying with the applicable standards of the U.S. government. Additional information can be found on the U.S. government’s website, www.export.gov.
h. Preventing the Flow of Funds to Armed Groups and Conflicts: Schumacher strives to use only components with raw materials where extraction, transport, trade, processing, and export are obtained from validated sources as a matter of principle, where practicable. We ask our suppliers to source responsibly and endeavor to understand that sourcing of their materials neither directly nor indirectly provides funding to conflicts and human rights abuses.
XI. Quality and Counterfeit Parts
Suppliers must take due care to ensure their work product meets Schumacher’s quality standards. We expect our Suppliers to have processes in place that ensure the delivery of a product whose quality meets or exceeds the contract requirements. Additionally, controls and processes that enable Suppliers to identify defects and implement corrective actions must be in place. We expect our Suppliers to develop, implement, and maintain methods and processes appropriate to their products to prevent introducing counterfeit parts and materials into deliverable products. Effective processes should be in place to detect counterfeit parts and materials, provide notification to
recipients of counterfeit product(s) when warranted, and exclude them from the delivered product.
XII. Ethics Program Expectations
a. Suppliers shall take active steps, including audits and inspections, to ensure compliance with this Supplier Code of Conduct Policy and applicable legal requirements. If a Supplier identifies areas of non-compliance, the Supplier agrees to notify Schumacher of the non- compliance as well as its corrective actions, including a timeline.
b. Schumacher or a nominated third party may engage in monitoring activities to confirm Supplier’s compliance to this Supplier Code of Conduct Policy, including on-site inspections of facilities, use of questionnaires, surveys or report cards, review of publicly available information, or other measures necessary to assess Supplier’s performance.
c. Whistleblower Protection: We expect our Suppliers to provide their employees with
avenues for raising legal or ethical issues or concerns without fear of retaliation. We expect our Suppliers to take action to prevent, detect, and correct any retaliatory actions.
d. Consequences for Violating Code: In the event of a violation of this Supplier Code of Conduct Policy, Schumacher may pursue corrective action to remedy the situation. In the case of a violation of law or regulation, Schumacher may be required to report those violations to proper authorities. Schumacher reserves the right to terminate its relationship with any Supplier under the terms of the existing procurement/purchasing contract.
e. Ethics Policies: Commensurate with the size and nature of their business, we expect our Suppliers to have management systems in place to support compliance with laws, regulations, and the expectations related to or addressed expressly within this Supplier Code of Conduct Policy. We expect our Suppliers to implement their own written code of conduct and to flow down the principles in this Supplier Code of Conduct Policy to the entities that furnish them with goods and services.
XV. Ensuring Compliance, Consequences of Misconduct and Grievance Mechanism
Schumacher verifies compliance with this Supplier Code of Conduct by means of self-assessment questionnaire and audits trails within its supply chain.
Schumacher reserves the right to take appropriate measures against Suppliers that do not fulfil these requirements, up to and including suspension or termination of the supply relationship.
In case of (possible) violations in the supply chain against the above-mentioned requirements, Suppliers are encouraged to work with their primary SEC contact in resolving their concern. If that is not possible or appropriate, please submit a report (anonymously) to email@example.com.