Introduction
This Code covers a wide range of business practices
and procedures. It does not cover every issue that may arise,
but it sets out basic principles to guide all employees of the
Company. All of our employees must conduct themselves accordingly
and seek to avoid even the appearance of improper behavior. The
Code should also be provided to and followed by the Company's agents
and representatives, including consultants.
If a law conflicts with a policy in this Code,
you must comply with the law; however, if a local custom or policy
conflicts with this Code, you must comply with the Code. If
you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.
Those who violate the standards in this Code
will be subject to disciplinary action. If you are in
a situation which you believe may violate or lead to a violation
of this Code, follow the guidelines described in Section 12 of
this Code.
1. Compliance
with Laws, Rules and Regulations
The
Company complies with all applicable laws and regulations in the
conduct of its activities and expects the employees to do the same. All
employees must respect and obey the laws of the jurisdictions in
which we operate. Although not all employees are expected
to know the details of these laws, it is important to know enough
to determine when to seek advice from supervisors, managers or
other appropriate personnel.
2. Conflicts
of Interest
It is the policy of the Company to avoid situations
that create an actual or potential conflict between an employee's
personal interests and the interests of the Company.
A conflict of interest exists when a person's
loyalties or actions are divided between the interests of the Company
and those of another, such as a competitor, supplier, customer
or personal business. A conflict of interest can arise when
an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively
and effectively. Conflicts of interest may also arise when
an employee, officer or director, or members of his or her family,
receives improper personal benefits as a result of his or her position
in the Company. Moreover, the appearance of a conflict of
interest alone can adversely affect the Company and its relations
with its customers, suppliers and employees. The appearance
of a conflict should also be avoided.
Employees are expected to use good judgment,
to adhere to high ethical standards and to avoid situations that
create an actual or potential conflict of interest. It is
almost always a conflict of interest for a Company employee to
work simultaneously for a 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 on our behalf.
Conflicts of interest are prohibited as a matter
of Company policy, except under guidelines approved by the Board
of Directors. Conflicts of interest may not always be clear-cut,
so if you have a question, you should consult with higher levels
of management, who in turn may wish to consult with the Company’s
legal counsel. Any employee, officer or director who becomes
aware of a conflict or potential conflict should bring it to the
attention of a supervisor, manager or other appropriate personnel
or consult the procedures described in Section 12 of this
Code.
Federal law now prohibits most loans or extensions
of credit from a company whose stock is publicly traded to its
directors or executive officers. The Company will not directly
or indirectly extend any loan or credit to any director or executive
officer except as permitted by law and approved by a vote of the
disinterested members of the Board of Directors.
3. Insider
Trading
Employees who have access to confidential information
are not permitted to use or share that information for stock trading
purposes or for any other purpose except the conduct of our business. All
non-public information about the Company should be considered confidential
information. To use non-public information for personal financial
benefit or to "tip" others who might make an investment
decision on the basis of this information is not only unethical
but also illegal. If you have any questions, please consult
with the Company’s senior management, who in turn may wish to consult
with the Company’s legal counsel.
4. Corporate
Opportunities
Employees, officers and directors are prohibited
from taking for themselves personally opportunities that are discovered
through the use of corporate property, information or their position
without the consent of the Board of Directors. No employee
may use corporate property, information, or their position for
improper personal gain, and no employee may compete with the Company
directly or indirectly. Employees, officers and directors
owe a duty to the Company to advance its legitimate interests when
the opportunity to do so arises.
5. Competition
and Fair Dealing
We seek to outperform our competition fairly
and honestly. We seek competitive advantages through superior
performance, never through unethical or illegal business practices. Stealing
proprietary information, possessing trade secret information that
was obtained without the owner's consent, or inducing such disclosures
by past or present employees of other companies is prohibited. Each
employee should endeavor to respect the rights of and deal fairly
with the Company's customers, suppliers, competitors and employees. No
employee should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation
of material facts, or any other intentional unfair-dealing practice.
Company personnel should not engage a competitor
in discussions, agreements or understandings concerning prices
or allocations of territory, customers or sales. In addition,
Company personnel should avoid discussing with a competitor of
any other agreements inhibiting free and open competition or involving
tie-in sales or reciprocal transactions without prior authorization
from the Company’s senior management, who may wish to consult with
the Company’s legal counsel.
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, given, provided or
accepted by any Company employee, family member of an employee
or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4)
cannot be construed as a bribe or payoff and (5) does not violate
any laws or regulations. Please discuss with your supervisor
any gifts or proposed gifts which you are not certain are appropriate.
6. Record-Keeping
The Company requires honest and accurate recording
and reporting of information in order to make responsible business
decisions. For example, only the true and actual number of
hours worked should be reported.
Many employees regularly use business expense
accounts, which must be documented and recorded accurately. If
you are not sure whether a certain expense is legitimate, ask your
supervisor. Rules and guidelines are available from the Accounting
Department.
All of the Company's books, records, accounts
and financial statements must be maintained in reasonable detail,
must appropriately reflect the Company's transactions and must
conform both to applicable legal requirements and to the Company's
system of internal controls. All company business data, records
and reports must be prepared truthfully and accurately.
Business records and communications often become
public, and we should avoid exaggeration, derogatory remarks, guesswork,
or inappropriate characterizations of people and companies that
can be misunderstood. This applies equally to e-mail, internal
memos, and formal reports. Records should always be retained
or destroyed according to the Company's record retention policies. In
accordance with those policies, in the event of litigation or governmental
investigation please consult the Company's senior management, who
in turn may wish to consult with the Company’s legal counsel.
7. Confidentiality
Employees must maintain the confidentiality
of confidential information entrusted to them by the Company or
its customers, except when disclosure is required by laws or regulations
or authorized by the Company’s senior management, who may wish
to consult with the Company’s legal counsel. Confidential
information includes all non-public information that might be of
use to competitors, or harmful to the Company or its customers,
if disclosed. It also includes information that suppliers
and customers have entrusted to us. The obligation to preserve
confidential information continues even after employment ends.
8. Protection
and Proper Use of Company Assets
All employees should endeavor to protect the
Company's assets and ensure their efficient use. Theft, carelessness,
and waste have a direct impact on the Company's profitability. Any
suspected incident of fraud or theft should be immediately reported
for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.
The obligation of employees to protect the Company's
assets includes its proprietary information. Proprietary
information includes intellectual property such as trade secrets,
patents, trademarks, and copyrights, as well as business, marketing
and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information and any unpublished financial
data and reports. Unauthorized use or distribution of this
information would violate Company policy. It could also be
illegal and result in civil or even criminal penalties.
9. Political
Contributions and Payments to Government Personnel
The
Company encourages its personnel to participate in political activities
on their own time and at their own expense. United States
law and many state and local laws prohibit corporate contributions
to political parties or candidates. Company assets, facilities
and resources may not be used for political purposes except in
accordance with law and after approval by the Board of Directors.
The U.S. Foreign Corrupt Practices Act prohibits
giving anything of value, directly or indirectly, to officials
of foreign governments or foreign political candidates in order
to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.
In addition, the U.S. government has a number
of laws and regulations regarding business gratuities which may
be accepted by U.S. government personnel. The promise, offer
or delivery to an official or employee of the U.S. government of
a gift, favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State
and local governments, as well as foreign governments, may have
similar rules. The Company's senior management, in consultation
with the Company’s legal counsel, can provide guidance to you in
this area.
10. Waivers
of the Code of Conduct
Any waiver of this Code for executive officers
or directors may be made only by the Board of Directors or a committee
of the Board of Directors and will be promptly disclosed as required
by law or stock exchange regulation.
11. Reporting
any Illegal or Unethical Behavior
Employees are responsible for being aware of
the corporate policies applicable to their activities and to comply
with them fully. Employees also have a duty to report any
apparent misconduct through appropriate management channels, or
any special and confidential reporting mechanisms which may be
established within the Company for such purposes, and to assist
the Company in the prevention and correction of such problems. Employees
are encouraged to talk to supervisors, managers or other appropriate
personnel about observed illegal or unethical behavior and when
in doubt about the best course of action in a particular situation. Employees
who know or have good reason to believe that other employees are
engaged in conduct violating this policy should report this to
the Company. No supervisor shall retaliate against an employee,
either directly or indirectly, who in good faith and in accordance
with Company procedure, reports an act of apparent misconduct. Employees
are also expected to cooperate fully with the Company or governmental
authorities in any investigation of an alleged violation. Failure
of any employee to comply with such policies will result in disciplinary
action, which may include termination.
12. Compliance
Procedures
We must all work to ensure prompt and consistent
action against violations of this Code. However, in some
situations it is difficult to know right from wrong. Since
we cannot anticipate every situation that will arise, it is important
that we have a way to approach a new question or problem. These
are the steps to keep in mind:
· Make
sure you have all the facts. In order to reach the
right solutions, we must be as fully informed as possible.
· Ask
yourself: What specifically am I being asked to do? Does
it seem unethical or improper? This will enable you
to focus on the specific question you are faced with, and the
alternatives you have. Use your judgment and common sense;
if something seems unethical or improper, it probably is.
· Clarify
your responsibility and role. In most situations, there
is shared responsibility. Are your colleagues informed? It
may help to get others involved and discuss the problem.
· Discuss
the problem with your supervisor. This is the basic
guidance for all situations. In many cases, your supervisor
will be more knowledgeable about the question, and will appreciate
being brought into the decision-making process. Remember
that it is your supervisor's responsibility to help solve problems.
· Seek
help from Company resources. In the rare case where
it may not be appropriate to discuss an issue with your supervisor,
or where you do not feel comfortable approaching your supervisor
with your question, call Mr. Michael Arnon the Chairman of the
Audit Committee. If you prefer to write, address your concerns
to: Chairman of the Audit Committee , c/o Ampal-American Israel
Corporation, 111, Arlozorv st. Tel-Aviv 62098, Israel.
· You
may report ethical violations in confidence and without fear
of retaliation. If your situation requires that your
identity be kept secret, your anonymity will be protected. The
Company does not permit retaliation of any kind against employees
for good faith reports of ethical violations.
· Always
ask first, act later. If you are unsure of what to
do in any situation, seek guidance before you act.
