Exhibit 14.2
Always with unyielding integrity
The Spirit
& The Letter
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CONTENTS |
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STATEMENT OF INTEGRITY |
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1 |
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REGULATORY EXCELLENCE |
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14 |
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THE SPIRIT & THE LETTER: |
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WORKING WITH CUSTOMERS & SUPPLIERS |
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16 |
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GUIDING THE WAY WE DO BUSINESS |
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2 |
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Improper Payments |
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18 |
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Supplier Relationships |
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20 |
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GE CODE OF CONDUCT |
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3 |
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International Trade Controls |
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24 |
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YOUR PERSONAL COMMITMENT |
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4 |
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Money Laundering Prevention |
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26 |
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Privacy |
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28 |
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WHO MUST FOLLOW GE COMPLIANCE POLICIES |
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5 |
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GOVERNMENT BUSINESS |
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30 |
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Working with Governments |
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32 |
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WHAT EMPLOYEES MUST DO |
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6 |
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COMPETING GLOBALLY |
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34 |
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Complying with Competition Laws |
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36 |
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WHAT LEADERS MUST DO |
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7 |
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RAISE YOUR VOICE: |
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IN THE GE COMMUNITY |
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YOUR OBLIGATION TO RAISE INTEGRITY CONCERNS |
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8 |
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Fair Employment Practices |
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40 |
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Environment, Health & Safety |
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44 |
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Security & Crisis Management |
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46 |
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HOW TO RAISE AN INTEGRITY CONCERN |
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9 |
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PROTECTING GE ASSETS |
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48 |
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WHAT HAPPENS WHEN AN INTEGRITY CONCERN IS RAISED |
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10 |
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Intellectual Property |
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50 |
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Controllership |
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52 |
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Conflicts of Interest |
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56 |
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PENALTIES FOR VIOLATIONS |
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11 |
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Insider Trading & Stock Tipping |
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58 |
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BUSINESS POLICIES AND PROCEDURES |
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12 |
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INDEX |
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60 |
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THE SPIRIT & THE LETTER POLICIES |
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13 |
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APPENDIX: WHICH LAW APPLIES |
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61 |
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This booklet is just an introduction to GE
compliance policies. The full text of those policies and many other resources are located at integrity.ge.com.
1
Statement of integrity
For more than 125 years, GE has demonstrated an unwavering commitment to performance with integrity. At the same time we have expanded into new businesses and new regions and built a great record of
sustained growth, we have built a worldwide reputation for lawful and ethical conduct.
This reputation has never been stronger. In several
surveys of CEOs, GE has been named the worlds most respected and admired company. We have been ranked first for integrity and governance.
But none of that matters if each of us does not make the right decisions and take the right actions. At a time when many people are more cynical than
ever about business, GE must seek to earn this high level of trust every day, employee by employee.
This is why I ask each person in the GE
community to make a personal commitment to follow our Code of Conduct. This set of GE policies on key integrity issues guides us in upholding our ethical commitment. All GE employees must comply not only with the letter of these policies, but also
their spirit.
If you have a question or concern about what is proper conduct for you or anyone else, promptly raise the issue with your
manager, a GE ombudsperson or through one of the many other channels the Company makes available to you. Do not allow anything not making the numbers, competitive instincts or even a direct order from a superior to
compromise your commitment to integrity.
GE leaders are also responsible not only for their own actions but for fostering a culture in which
compliance with GE policy and applicable law is at the core of business-specific activities. Leaders must address employees concerns about appropriate conduct promptly and with care and respect.
There is no conflict between excellent financial performance and high standards of governance and compliance in fact, the two are mutually
reinforcing. As we focus on becoming the preeminent growth company of the 21st century, we must recognize that only one kind of performance will maintain our reputation, increase our customers confidence in us and our products and services,
and enable us to continue to grow, and that is performance with integrity.
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Jeffrey R. Immelt |
Chairman of the Board & Chief Executive Officer |
June 2005 |
2 The Spirit & The Letter
The Spirit & The Letter:
Guiding the way we do business
Every day, everyone at GE has the power to influence our
companys reputation everywhere we do business. The Spirit & The Letter helps to ensure that, after more than 125 years, we still conduct our affairs with unyielding integrity.
For well over a century, GE employees have worked hard to uphold the highest standards of ethical business conduct. We seek to go beyond simply obeying
the law we embrace the spirit of integrity.
GEs Code of Conduct articulates that spirit by setting out general principles of
conduct everywhere, every day and by every GE employee.
GE Code of Conduct
Obey the applicable laws and regulations governing our business conduct worldwide.
Be honest,
fair and trustworthy in all your GE activities and relationships.
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Avoid all conflicts of interest between work and personal affairs.
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Foster an atmosphere in which fair employment practices extend to every member of the diverse GE community.
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Strive to create a safe
workplace and to protect the environment.
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Through leadership at all levels, sustain a culture where ethical conduct is recognized, valued and exemplified by all employees.
4 The Spirit & The Letter
Your Personal Commitment
You will be asked to acknowledge your awareness that every GE employee must follow The Spirit & The Letter Policies and raise concerns about possible violations of law or policy with a GE
manager, company legal counsel, GE auditor, GE ombudsperson or other GE compliance specialist.
For the complete text of policies, visit the
GE integrity Web site: integrity.ge.com.
5
Who must follow GE compliance policies
GE DIRECTORS, OFFICERS AND EMPLOYEES.
SUBSIDIARIES AND CONTROLLED AFFILIATES Entities in which GE owns more than 50 percent of the voting rights, or has the right to control the entity, are required to adopt and follow GE compliance
policies.
NON-CONTROLLED AFFILIATES Non-controlled affiliates should be encouraged to adopt and follow GE compliance policies.
THIRD PARTIES REPRESENTING GE GE employees working with third parties, such as consultants, agents,
sales representatives, distributors and independent contractors, must:
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require these parties to agree to comply with relevant aspects of GEs compliance policies |
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provide these parties with education and information about policy requirements |
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take action, up to and including terminating a contract, after learning that a third party failed to abide by GEs compliance policies.
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6 The Spirit & The Letter
What employees must do
All employees can contribute to GEs culture of compliance by understanding GEs policies, embracing GEs commitment to integrity and acting to enforce compliance and avoid violations.
Employee responsibilities are as follows:
UNDERSTAND GE POLICIES
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Gain a basic understanding of the policy requirements summarized in this booklet. |
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Learn the details of policies relevant to your job. |
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Check integrity.ge.com for the complete and up-to-date policies. |
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Go to your manager, company legal counsel or other GE resources with any questions about the policies.
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RAISE YOUR CONCERNS
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Promptly raise any concerns about potential violations of any GE policy. |
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Understand the different channels for raising integrity concerns: ombudsperson, manager, GE lawyer, GE auditor or other compliance resource.
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If a concern you raise is not resolved, pursue the issue! Raise it through another of GEs channels. |
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Cooperate in GE investigations related to integrity concerns.
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What leaders must do
A leader must: create a culture of compliance in which employees understand their responsibilities and feel comfortable raising concerns without fear of retaliation; encourage ethical conduct and
compliance with the law by personally leading compliance efforts; consider compliance efforts when evaluating and rewarding employees; and ensure that employees understand that business results are never more important than ethical conduct and
compliance with GE policies.
Leaders must also take the following steps to build an infrastructure to prevent, detect and respond to
compliance issues:
PREVENT COMPLIANCE ISSUES
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Identify business compliance risks. |
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Ensure that processes, tailored to address your particular risk areas, are communicated and implemented. |
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Provide education on GE policies and applicable law to employees and (where appropriate) board members and third parties. |
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Commit adequate resources to your businesss compliance program.
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DETECT COMPLIANCE ISSUES
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Implement control measures, such as dashboards and scorecards, to detect heightened compliance risks and/or violations.
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Promote an effective ombudsperson system. |
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Ensure that periodic compliance reviews are conducted, with the assistance of business compliance leaders and/or the Corporate Audit Staff.
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RESPOND TO COMPLIANCE ISSUES
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Take prompt corrective action to fix identified compliance weaknesses. |
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Take appropriate disciplinary action. |
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Consult with GE legal counsel and make appropriate disclosures to regulators and law enforcement authorities.
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8 The Spirit & The Letter
Raise Your Voice:
Your obligation to raise integrity concerns
Raising an integrity concern protects the GE
community: our company, our colleagues and our stakeholders.
If you have a concern about compliance with GE policy, you have a responsibility
to raise that concern.
RAISE CONCERNS EARLY.
The longer we wait to address a concern, the worse it may become.
YOU MAY REMAIN ANONYMOUS.
However, if you identify yourself, we are able to follow up with you and provide feedback.
CONFIDENTIALITY IS RESPECTED.
Your identity and the information you provide will be shared only on a need-to-know basis with those responsible for resolving the concern.
RETALIATION VIOLATES GE POLICY.
GE
absolutely prohibits retaliation against anyone for raising or helping to address an integrity concern. Retaliation is grounds for discipline up to and including dismissal.
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You can raise a concern
orally or in writing. If you prefer, you can do it anonymously. |
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How to raise an integrity concern
GE offers several channels for raising concerns. Use the channel that is most comfortable for you.
WITHIN YOUR BUSINESS
Generally, your
supervisor or manager will be in the best position to resolve an integrity concern quickly. However, your direct supervisor is not your only option. Other resources include:
Your compliance leader or auditor
Company legal counsel
Next level of management
Your business ombudsperson or integrity helpline (listed at integrity.ge.com)
GE CORPORATE OMBUDSPERSON
The GE Ombudsperson process allows you to voice your integrity questions and concerns, anonymously if you choose, and you will receive a
response.
P.O. Box 911
Fairfield, CT 06430
U.S.A.
800-227-5003 (U.S.A. only) or
8*229-2603 or
(1) 203-373-2603
ombudsperson@corporate.ge.com
GE BOARD OF DIRECTORS
You may report concerns about GEs accounting, internal accounting controls or auditing matters, as well as other concerns, to the Board of Directors
or the Audit Committee.
GE Board of Directors
General Electric Company (W2E)
3135 Easton Turnpike
Fairfield, CT 06828 U.S.A.
800-417-0575 (U.S.A. only)
(1) 203-373-2652
directors@corporate.ge.com
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Speak up, ask questions,
get answers. If your concern is not addressed, raise it to one of the other channels. |
10 The Spirit & The Letter
What happens when an integrity concern is raised
Concerns about compliance with GE policy will be investigated. GEs investigation process includes:
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ASSIGNING AN INVESTIGATION TEAM |
Experts with the right knowledge and objectivity are assigned to investigate.
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CONDUCTING AN INVESTIGATION |
The team determines the facts through interviews and/or review of documents.
If
necessary, the team recommends corrective actions to the appropriate managers for implementation.
The person
raising the concern receives feedback on the outcome.
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Penalties for violations
Employees and leaders who violate the spirit or letter of GEs policies are subject to disciplinary action up to and including termination of employment. Misconduct that may result in discipline
includes:
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Requesting others to violate GE policy |
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Failure to promptly raise a known or suspected violation of GE policy |
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Failure to cooperate in GE investigations of possible policy violations
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Retaliation against another employee for reporting an integrity concern |
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Failure to demonstrate leadership and diligence to ensure compliance with GE policies and law
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GE absolutely prohibits retaliation
12 The Spirit & The Letter
Business policies and procedures
Your business may issue its own policies and procedures. You must follow those policies and procedures in addition to those described in this guide.
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IMPORTANT This guide and
the policies described in it are not an employment contract. GE does not create any contractual rights by issuing this guide or the policies. |
Introduction: Regulatory Excellence
Working With Customers & Suppliers
Government Business
Competing Globally
In the GE Community
Protecting GE Assets
The Spirit
& The Letter
Policies
14 The Spirit & The Letter
Regulatory excellence
Virtually all of our Spirit & Letter policies are based on government laws and regulations. These regulations impact every GE business and every GE employee. Regulators establish and defi
ne the rules that we must comply with to conduct business. Effectively engaging with regulators as they establish regulations and assuring compliance with these regulations are critical to maintaining GEs reputation for integrity.
Todays regulatory environment is becoming more and more challenging. GE is subject to a growing number of regulations and enforcement activities
around the world. This environment demands that every employee and leader be aware, knowledgeable and committed to regulatory excellence.
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RESPONSIBILITIES OF ALL EMPLOYEES
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Be knowledgeable about and comply with the Spirit & Letter policies that affect your job responsibilities.
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Be aware of the specific regulatory requirements of the country and region where you work and that affect your business. |
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Gain a basic understanding of the key regulators (who they are) and the regulatory priorities (what they require) that affect your business and your
work. |
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Promptly report any red flags or potential issues that may lead to a regulatory compliance breach. |
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Always treat regulators professionally, with courtesy and respect. |
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Assure that you coordinate with business or corporate experts when working with or responding to requests of regulators.
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RESPONSIBILITIES OF ALL LEADERS
Leaders have the following special responsibilities for regulatory compliance:
LEAD
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Assure that you and your team are engaged in addressing regulatory policy, meeting regulatory requirements and managing regulatory risks.
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Embed regulatory requirements into key operating processes. (e.g., Growth Playbook, Session C and Session D) |
ASSESS
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Determine the key regulators and regulatory requirements that affect your business operations globally. |
RESOURCE
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Assign owners for all regulatory risk areas and assure that they coordinate with any relevant government relations and corporate regulatory
specialists. |
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Confirm that the right domain expertise exists to effectively manage regulatory relationships and compliance. |
ANTICIPATE
Implement effective
processes that alert you to new and changing regulations. Include regulation in your risk assessments.
RELATE
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Develop and maintain effective relationships with regulators in coordination with government relations and compliance experts.
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Work proactively with regulators on the development of regulations that achieve policy objectives efficiently and effectively.
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CONTROL
Monitor execution and conduct audits to assure that processes which support regulatory relationships and compliance are operating effectively.
Section One
Improper Payments
Supplier Relationships
International Trade Controls
Money Laundering Prevention
Privacy
Working With Customers & Suppliers
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An overseas customer has been invited to travel to visit our training facility at GE expense, but also wants to add a weekend side trip to visit Universal Studios.
Can we fund the whole trip?
SEE PAGE 18: IMPROPER PAYMENTS
Your low-cost
supplier offers good quality and reliable delivery at prices that cant be beat. But you are uncomfortable with the working and living conditions it provides its workers.
Shrug it off, or make an issue of it?
SEE PAGE
20: SUPPLIER RELATIONSHIPS
Working With
Customers & Suppliers
18 The Spirit & The Letter
Improper Payments
WHAT TO KNOW
An improper payment to gain advantage in any situation is never acceptable
and exposes you and GE to possible criminal prosecution. GE expressly prohibits improper payments in all business dealings, in every country around the world, with both governments and the private sector.
Improper payments should not be confused with reasonable and limited expenditures for gifts, business entertainment and customer travel and living
expenses directly related to the promotion of products or services or the execution of a contract. These payments are acceptable, subject to specific GE corporate and business guidelines.
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ANSWER TO QUESTION ON PAGE 17 It depends on many factors, including whether your customer is a government official, the local law, the customers policies, your
businesss guidelines and other facts. You must consult with GE counsel and your manager to determine whether the trip is acceptable. |
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WHAT TO DO
BEFORE GIVING A GIFT, engaging in customer entertainment or reimbursing customer travel expenses,
make sure you understand applicable legal requirements, the customers own rules and GE corporate and business guidelines.
MAKE SURE
RECORDS OF SUCH EXPENDITURES accurately reflect the true nature of the transaction.
NEVER OFFER A BUSINESS COURTESY, such as a
gift, contribution or entertainment, under circumstances that might create the appearance of an impropriety.
NEVER OFFER, PROMISE, PAY OR
AUTHORIZE anything of value (such as money, goods or services) to a government official or employee of a customer to obtain or retain an improper advantage.
NEVER GIVE A GRATUITY or other payment to government officials or employees to expedite a routine
administrative action without fully disclosing it to the GE National Executive or GE legal counsel. Some national laws that prohibit bribery outside that nation include an exception for facilitating payments to expedite a routine
administrative action to which a person is otherwise entitled. These payments are often illegal under local anti-bribery laws, and GE strongly discourages them. Make sure you understand the difference between a bribe corruptly giving someone
else a thing of value in exchange for exercising discretion in your favor and a facilitating payment, which involves the payment of a small amount of money to expedite a routine action to which you are entitled.
NEVER CONTRIBUTE COMPANY FUNDS or other company assets for political purposes in the United States
without the prior approval of GEs Vice President for Government Relations. Never contribute company funds or other company assets for political purposes outside the United States without
the approval of both GEs Vice President for Government Relations and GEs Vice President for International Law and Policy.
REQUIRE ANY PERSON OR FIRM WHO REPRESENTS GE (such as a consultant, agent, sales representative, distributor or contractor) to comply with this
policy and related laws.
FOLLOW YOUR BUSINESSS DUE DILIGENCE PROCEDURES when selecting persons or firms to represent GE.
WHAT TO WATCH OUT FOR
BACKGROUND INFORMATION about existing or potential third-party representatives that indicates:
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allegations of improper business practices |
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family or other relationship that could improperly influence the
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decision of a customer or government official |
ANY DEMAND to
receive a commission payment before the announcement of an award decision
ANY SUGGESTION TO DIRECT GE BUSINESS
through a specific representative or partner due to a special relationship
ANY REQUEST to make a payment in a country or to a name not related to the transaction.
A COMMISSION that is disproportionate to the services provided
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FOR MORE IN-DEPTH INFORMATION
GO TO: integrity.ge.com |
20 The Spirit & The Letter
Supplier Relationships
WHAT TO KNOW
GEs relationships with suppliers are based on lawful, efficient and
fair practices. We expect our suppliers to obey the laws that require them to treat workers fairly, provide a safe and healthy work environment and protect environmental quality. Following GE guidelines helps ensure that our supplier relationships
will not damage GEs reputation.
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ANSWER TO QUESTION ON PAGE 17 Dont shrug it off. Its a big issue GEs reputation depends on doing business only with suppliers that deal responsibly
with their workers and with their local environments. |
21
WHAT TO DO
COMPLY WITH APPLICABLE LAWS and government regulations covering supplier relationships.
DO BUSINESS only with suppliers that comply with local and other applicable legal requirements and GE guidelines relating to labor, the
environment, health and safety. Follow the procedures set out in GEs Supplier Reputational Guidelines, found at integrity.ge.com.
FOLLOW GOVERNMENT ACQUISITION REGULATIONS when purchasing materials and services for fulfilling
government contracts.
PROVIDE A COMPETITIVE OPPORTUNITY for suppliers to earn a share of GEs purchasing volume, including small
businesses and businesses owned by the disadvantaged, minorities, women and disabled veterans.
SAFEGUARD GES CONFIDENTIAL AND PROPRIETARY INFORMATION with a confidentiality agreement, and
safeguard any supplier-provided information protected by any confidentiality agreement.
SAFEGUARD PERSONAL DATA obtained
from suppliers (for instructions, see Privacy on page 28).
WHAT TO WATCH OUT FOR
CHOOSING SUPPLIERS on any basis other than open, competitive bidding
POTENTIAL CONFLICTS OF INTEREST in supplier selection, such as accepting improper gifts or other items of value
DIRECTING BUSINESS TO A SUPPLIER owned or managed by a relative or close friend
UNSAFE CONDITIONS in supplier facilities
SUPPLIER EMPLOYEES who appear to be underage or subject to coercion
APPARENT
DISREGARD of environmental standards in supplier facilities
ENTRUSTING PERSONAL DATA or confidential information to suppliers without ensuring that
they have appropriate technical, physical, and organizational measures to prevent unauthorized access or use
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FOR MORE IN-DEPTH INFORMATION
GO TO: integrity.ge.com |
22 The Spirit & The Letter
You seek lower-cost suppliers in key areas and have found a non-domestic supplier that looks promising.
Can you e-mail technical drawings to see if this new company has the capabilities you need?
SEE PAGE 24:
INTERNATIONAL TRADE CONTROLS
A representative
from a potential new customer or supplier has given you his card, containing his name and contact details.
Is
it OK to put this information in a database where other GE personnel can access it?
SEE PAGE 28: PRIVACY
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A longtime GE customer recently opened a new import/export company in Nevada. Her company wants to purchase medical equipment for a private clinic in the Middle East. She offers to pay via
a wire transfer from an account held in the name of a British Virgin Islands company at a bank located in a Pacific island nation.
Should I be suspicious?
SEE PAGE 26:
MONEY LAUNDERING PREVENTION
Working With Customers & Suppliers
24 The Spirit & The Letter
International Trade Controls
WHAT TO KNOW
International trade control (ITC) laws affect the transmission of goods,
services and technology across national borders. These laws apply to many aspects of GEs operations not just shipping products. Exchanges of information across national boundaries, including e-mail and web access, are subject to trade
controls. The United States also controls the release of technical information to non-U.S. nationals within the United States. It is important that we carefully observe ITC laws in connection with these activities.
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ANSWER TO QUESTION ON PAGE 22 It depends on the export classification of the technical information and your businesss Know Your Supplier policy check
with your businesss ITC expert for specific guidance. |
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WHAT TO DO
FOLLOW RELEVANT ITC REGULATIONS of all countries in which you operate and your businesss own
ITC procedures as they relate to importing and exporting goods, technology, software, services and financial transactions.
REPORT ALL
RELEVANT INFORMATION to your import manager to ensure accurate and complete import declarations. Ensure GE or its agent provides accurate and complete information to government authorities.
CHECK THE EXPORT CLASSIFICATION of the product, software or technology prior to export to determine
whether special authorization is required.
SCREEN YOUR TRANSACTIONS against all applicable rules that restrict transactions with
certain sanctioned countries, persons and prohibited end uses.
SCREEN ALL YOUR BUSINESS PARTNERS, suppliers and parties involved in
your international transactions against government-provided watch-lists. Follow your businesss Know Your Customer/Know Your Supplier procedures.
DO NOT COOPERATE WITH ANY RESTRICTIVE TRADE PRACTICE or boycott that is prohibited or penalized
under U.S. or applicable local laws.
CONSULT WITH YOUR MANAGER if a transaction involves a conflict between U.S. law and applicable
local laws, such as the laws adopted by Canada, Mexico and the members of the European Union blocking certain U.S. restrictions.
WHAT TO WATCH OUT FOR
ANY FACTS, SOMETIMES KNOWN AS RED FLAGS, that suggest your customer may be attempting to
evade ITC laws (a complete list of Red Flags is available from the International Law & Policy site found at integrity.ge.com)
EVASIVE, RELUCTANT OR OTHERWISE UNSATISFACTORY ANSWERS by a customer to questions about end use, end user, delivery dates or delivery locations
INVOLVEMENT OF PARTIES OR ACTIVITIES suspected of any connection with the development of biological, chemical or nuclear weapons, or ballistic
missiles
TRANSACTIONS INVOLVING AN EMBARGOED COUNTRY, a citizen or representative of an embargoed country or
an individual or entity subject to government sanction
INVOICES ON IMPORTED GOODS where the price shown does not reflect the full
value, the description of the goods is not complete, or the country of origin is not correctly identified
ANY PAYMENT TO THE EXPORTER
or benefiting the exporter that is not included in the invoice price or otherwise reported
TRANSFER PRICES between related parties that fail to cover appropriate costs and profits
USE OF AN IMPORT TARIFF CLASSIFICATION that does not seem to describe the imported goods accurately
DESIGNATION OF GE AS THE IMPORTER OF RECORD (party responsible for an importation) without maintaining necessary processes to comply with import
laws
ENTRY OF GOODS UNDER A PREFERENTIAL DUTY PROGRAM (GSP, NAFTA, ETC.) without supportive procedures assuring compliance with the
programs requirements
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FOR MORE IN-DEPTH INFORMATION
GO TO: integrity.ge.com |
26 The Spirit & The Letter
Money Laundering Prevention
WHAT TO KNOW
People involved in criminal activity e.g., terrorism, narcotics,
bribery, and fraud may try to launder the proceeds of their crimes to hide them or make them appear legitimate. More than 100 countries now have laws against money laundering, which prohibit conducting transactions that involve
proceeds of criminal activities. A related concern is that legitimate funds may be used to finance terrorist activity sometimes called reverse money laundering.
GE is committed to complying fully with all anti-money laundering and anti-terrorism laws throughout the world. GE will conduct business only with reputable customers involved in legitimate business
activities, with funds derived from legitimate sources. Each GE business is required to implement risk-based Know Your Customer due diligence procedures calibrated to the risk in question, and to take reasonable steps to prevent and
detect unacceptable and suspicious forms of payment. Failing to detect customer relationships and transactions that place GE at risk can severely damage GEs integrity and reputation.
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ANSWER TO QUESTION ON PAGE 23 Yes, you should be suspicious if a transaction involves transferring funds to or from countries or entities unrelated to the transaction or not
logical for the customer. Moreover, requests to transfer money to third parties also raise red flags that need to be investigated to ensure the legitimacy of the transaction. Consult with company counsel or a GE anti-money laundering specialist
before proceeding. |
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WHAT TO DO
COMPLY WITH ALL APPLICABLE LAWS and regulations that prohibit money laundering and support and
financing of terrorism, and that require the reporting of cash or suspicious transactions. Understand how these laws apply to your business.
FOLLOW YOUR BUSINESSS KNOW YOUR CUSTOMER PROCEDURES. Collect and understand documentation about prospective customers, agents
and business partners to ensure that they
are involved in legitimate business activities and their funds come from legitimate sources.
FOLLOW YOUR BUSINESSS RULES concerning acceptable forms of payment. Learn the types of payments that have become associated with money
laundering (for example, multiple money orders or travelers checks, or checks on behalf of a customer from an unknown third party).
IF YOU ENCOUNTER A WARNING SIGN of suspicious activity, raise your concern with a designated GE
anti-money laundering compliance specialist or company legal counsel and be sure to resolve your concern promptly before proceeding further with the transaction. Ensure the resolution is well documented.
WHAT TO WATCH OUT FOR
A CUSTOMER, AGENT OR PROPOSED BUSINESS PARTNER who is reluctant to provide complete information,
provides insufficient, false or suspicious information, or is anxious to avoid reporting or record keeping requirements
PAYMENTS using
monetary instruments that appear to have no identifiable link to the customer, or have been identified as money laundering mechanisms
ATTEMPTS BY A CUSTOMER or proposed business partner to pay in cash
EARLY REPAYMENT of a loan in cash or cash equivalents
ORDERS, PURCHASES OR PAYMENTS that are unusual or inconsistent with the customers trade or
business
UNUSUALLY COMPLEX DEAL STRUCTURES, payment patterns that reflect no real business purpose, or unusually favorable payment
terms
UNUSUAL FUND TRANSFERS to or from countries unrelated to the transaction or not logical for the customer
TRANSACTIONS INVOLVING LOCATIONS identified as secrecy havens or areas of known terrorist activity, narcotics trafficking or money laundering
activity
TRANSACTIONS INVOLVING FOREIGN SHELL OR OFFSHORE BANKS, unlicensed money remitters or currency
exchangers, or non-bank financial intermediaries
STRUCTURING OF TRANSACTIONS TO EVADE RECORD KEEPING or reporting requirements (for
example, multiple transactions below the reportable threshold amounts)
REQUESTS TO TRANSFER MONEY or return deposits to a third party
or unknown or unrecognized account
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FOR MORE IN-DEPTH INFORMATION
GO TO: integrity.ge.com |
28 The Spirit & The Letter
Privacy
WHAT TO KNOW
A growing number of countries are more stringently regulating the collection
and use of consumers personal data (names, home and office contact information, and other data). In addition, many countries regulate personal data of company representatives in business-to-business transactions. A few countries
even regulate the privacy of information relating to corporations. GE is committed to handling personal data responsibly and in compliance with applicable privacy laws.
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ANSWER TO QUESTION ON PAGE 22 If you collected this data in a country regulated by a personal data protection law for example, most countries in Europe
you may be prohibited by law from using or sharing the information where the person to whom the data pertains has not granted express consent. If you are not sure, consult with the Chief Privacy Leader for your business listed on the Privacy
site at Support Central. |
29
WHAT TO DO
LEARN AND COMPLY with the following as they apply to personal data including:
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applicable laws and regulations of jurisdictions from which the personal data is collected and in which it is processed or used.
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the privacy policies of GE and your business. |
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any contractual obligations that apply. |
COLLECT, PROCESS AND USE PERSONAL DATA for legitimate business purposes only.
USE ANONYMOUS DATA (names removed and not identifiable) or aggregated data
(summarized so as not to be identifiable to an individual) instead of personal data where appropriate or required.
LIMIT ACCESS to
personal data to individuals who need it for a legitimate business purpose.
USE CARE to prevent unauthorized access in processing of
personal data or accidental loss or destruction of personal data.
IF YOU LEARN THAT PERSONAL DATA HAS BEEN USED IN VIOLATION of this policy or your businesss
privacy implementing procedures, or if you learn that the security of any system or device containing personal data has been compromised, immediately notify your manager, business Privacy Leader or company legal counsel.
WHAT TO WATCH OUT FOR
INADEQUATE ACCESS OR SECURITY CONTROLS for personal data, such as e-mailing or otherwise
distributing personal data to a larger group than legitimately needed, or leaving printouts with personal data at a printer, copy machine or fax machine for others to see
SHARING OF PERSONAL DATA with unaffiliated third parties, such as vendors or suppliers, who lack
appropriate security safeguards or restrictions on information use
TRANSFERS OF PERSONAL DATA between countries, without considering applicable legal requirements
|
FOR MORE IN-DEPTH INFORMATION
GO TO: integrity.ge.com |
Section Two
Working with Governments
Government Business
31
We are entitled to a large payment from a government customer if we certify that project installation has been completed. Were not sure whether a few small items have been installed
yet, but they should be soon. Its getting close to year-end, and wed like to book the payment.
Can
we submit our invoice and certification now?
SEE PAGE 32:
WORKING WITH GOVERNMENTS
Government Business
32 The Spirit & The Letter
Working with Governments
WHAT TO KNOW
GE conducts business with national governments and government-owned
enterprises. In the course of our work, we frequently interact with government agencies, officials and public international agencies. In every instance, GE employees must apply the highest ethical standards and comply with applicable laws and
regulations, including certain special requirements associated with government transactions.
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ANSWER TO QUESTION ON PAGE 31 No, you cannot submit the invoice and certification until you are certain that the entire installation has been completed in accordance with
the contract. Submission of an incorrect certification could subject the company, and you personally, to criminal penalties. Therefore, it is extremely important that all certifications submitted to the government be current, accurate and
complete. |
33
WHAT TO DO
ABIDE BY APPLICABLE LAWS and regulations relating to working with governments, particularly special
requirements associated with government contracts and transactions.
REQUIRE anyone providing goods or services for GE on a government
project or contract such as consultants, sales representatives, distributors or suppliers to agree to comply with the intent of GEs Working with Governments policy.
BE TRUTHFUL AND ACCURATE when dealing with government officials and agencies.
ADOPT PROCESSES THAT ENSURE reports, certifications, statements and proposals are current, accurate and complete and that contract requirements
are adequately identified and communicated to the responsible parties.
DO NOT MAKE ANY UNAUTHORIZED SUBSTITUTIONS for contracted goods and services or deviate from
contract requirements without the written approval of the authorized government official.
WHAT TO WATCH OUT FOR
SPECIAL REQUIREMENTS that apply to transactions with governments, including commercial transactions
between private parties financed by government agencies such as the EX-IM Bank, U.S. Agency for International Development, the European Union or the European Bank for Reconstruction and Development
INCORRECT OR UNAUTHORIZED COST-CHARGING on government contracts
DEVIATIONS FROM CONTRACT REQUIREMENTS or unauthorized contract substitutions, such as failure to
perform required tests and inspections
SUBMISSION OF INACCURATE OR INCOMPLETE cost or pricing data when this data is required by the
government
VIOLATING GOVERNMENT REGULATIONS that establish gratuity restrictions, recruiting and hiring restrictions, or certification
procedures
ACCEPTING INFORMATION about a governments competitive selection of a supplier, or a
competitors bid or proposal (unless the contracting officer or agency leader has specifically and lawfully authorized the informations release)
NEGOTIATING FOR EMPLOYMENT with a government official or government officials family members while the official has the ability to influence decision-making about contracts with the
government
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FOR MORE IN-DEPTH INFORMATION
GO TO: integrity.ge.com |
Section Three
Complying with Competition Laws
Competing
Globally
35
There is a big account I think my business could land but only if we partner with one of our competitors to go after it.
Can we work together without violating the competition laws, or should I let this opportunity pass?
SEE PAGE 36:
COMPLYING WITH COMPETITION LAWS
Competing
Globally
36 The Spirit & The Letter
Complying with Competition Laws
WHAT TO KNOW
Competition and antitrust laws:
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Prohibit agreements or understandings between competitors that undermine competition; |
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Regulate the behavior of dominant companies; and |
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Require prior review and in some instances clearance for mergers, acquisitions and certain other transactions, in order to prevent transactions that
would substantially reduce competition. |
These laws are complex, and global in reach, and can operate differently in any
particular situation. Your business provides specific guidelines on addressing contacts with competitors, obtaining and handling data about competitors, and participating in trade and professional associations and standards setting and product
certification organizations. In addition, it is often essential that you involve legal counsel early in the process of developing new commercial initiatives given the many uncertainties that arise in the application of these laws.
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ANSWER TO QUESTION ON PAGE 35 Partnering with a competitor for a specific project may be permissible when the result is an improvement in the solution offered to the
customer; for example, when both companies together can provide an offering that neither would be able to supply separately. Always seek legal advice before agreeing to work with a competitor on a joint proposal. |
37
WHAT TO DO
COMPLY with all applicable competition laws and regulations as well as competition law decrees,
orders and agreements with any competition regulator about how business will be conducted.
REVIEW AND UNDERSTAND both GE and
business-specific policies and procedures, and if you have questions or issues, bring them up with company legal counsel.
DO NOT
propose or enter into agreements or understandings expressed or implied, formal or informal, written or oral with any competitor regarding any aspect of the competition between GE and the competitor. Do not discuss with a competitor or
competitor representative:
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sales territories, allocation of customers or product lines |
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terms or conditions of sale |
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production, sales capacity or volume |
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costs, profits or profit margins |
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product or service offerings |
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customer or supplier classification |
DO NOT propose or enter into agreements with anyone (including competitors, agents, brokers or customers) regarding whether to submit a bid or the
terms of a bid where there is an understanding that the bid is submitted for any purpose other than winning the business.
AVOID
CONTACTS of any kind with competitors that could create the appearance of improper agreements or understandings.
DO NOT propose or enter into agreements or understandings with customers that restrict the price or
other terms at which the customer may resell or lease a product or service to a third party.
DO NOT propose or enter into agreements
or understandings with suppliers that restrict the price or other terms at which GE may resell or lease any product or service.
CONSULT with company legal counsel to help reduce the risks of noncompliance in the evaluation of any proposed merger, acquisition, joint venture
or any other business arrangement that could raise competition law issues (examples of arrangements that need to be discussed with counsel are listed in What to Watch Out For below).
WHAT TO WATCH OUT FOR
EXCLUSIVE ARRANGEMENTS for the purchase or sale of products or services
BUNDLING of goods and services
AGREEMENTS THAT RESTRICT A CUSTOMERS CHOICES in using or reselling a GE product or service
TECHNOLOGY LICENSING agreements that restrict the freedom of the licensee or licensor
SELECTIVE PRICE DISCOUNTING to only certain customers
DISTRIBUTION ARRANGEMENTS with competitors
AGREEMENTS TO ADD A GE EMPLOYEE to another entitys board of directors
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FOR MORE IN-DEPTH INFORMATION
GO TO: integrity.ge.com |
Section Four
Fair Employment Practices Environment, Health & Safety Security & Crisis Management
In the GE Community
Im disabled and required to attend an offsite meeting that is not physically
accessible for me.
Dont I have rights offsite?
SEE PAGE 40:
FAIR EMPLOYMENT PRACTICES
In the GE Community
40 The Spirit & The Letter
Fair Employment Practices
WHAT TO KNOW
Fair employment practices do more than keep GE in compliance with applicable
labor and employment laws. They contribute to a culture of respect. GE is committed to complying with all laws pertaining to freedom of association, privacy, collective bargaining, immigration, working time, wages and hours, as well as laws
prohibiting forced, compulsory and child labor and employment discrimination. Beyond legal compliance, we strive to create an environment considerate of all employees wherever GE business is being conducted.
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ANSWER TO QUESTION ON PAGE 39 Yes. Reasonable accommodations should be made to provide access and facilitate full participation in the meeting, or alternative arrangements
should be made for you. |
41
WHAT TO DO
BASE EMPLOYMENT DECISIONS on job qualifications (e.g., education, prior experience) and merit. Merit
includes an individuals skills, performance, values, leadership and other job-related criteria.
MAKE ALL EMPLOYMENT RELATED
DECISIONS AND ACTIONS without regard to a persons race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteran status or other characteristic protected by law.
PROVIDE A WORK ENVIRONMENT free of improper harassment and bullying.
RESPECT THE PRIVACY RIGHTS of employees by using, maintaining and transferring personal data in accordance with GEs Employment Data
Protection Standards and related procedures found at integrity.ge.com. (While seeking to maintain employee privacy, GE reserves the right to monitor use of company property, including computers, e-mail, phones, proprietary information, etc.,
in accordance with applicable law.)
TAKE LAWFUL AFFIRMATIVE ACTIONS in the United States, and elsewhere if required by local law, to
increase opportunities in employment for women, minorities, people with disabilities and certain veterans.
IF A CONFLICT ARISES
between the requirements of this policy and the laws, customs or practices of a particular area, consult with management and company legal counsel to determine the most appropriate course of action.
WHAT TO WATCH OUT FOR
A HOSTILE WORK ENVIRONMENT (for example, telling jokes or displaying materials that ridicule or
offend a member of a particular race or ethnic group)
MAKING UNWELCOME SEXUAL ADVANCES to another employee or person with whom you
work
VIOLATING A LABOR LAW in your country (for example, hiring a child under the legal minimum age)
REFUSING TO WORK, or otherwise cooperate with, certain individuals because of their race, religion, sex, or other characteristic
protected by law
DISCLOSING EMPLOYMENT DATA to a person who does not have the business need, authority or the
subjects consent
TAKING AN ADVERSE ACTION against an employee (e.g., firing) because the employee has raised a concern about a
violation of policy or law
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FOR MORE IN-DEPTH INFORMATION
GO TO: integrity.ge.com |
42 The Spirit & The Letter
Youre dispatched to rewire a customers failing electrical system. Unfortunately,
the customer cannot completely shut down the system for repairs as planned. You accomplish most of the job by shutting down parts of the system as needed. Finally, all that remains is some simple rewiring that requires a more disruptive shut-down.
The customer asks you, as a favor, to do this work with no shut-down. You feel confident that you can do it with minimal risk.
Can you do the customer this favor?
SEE PAGE 44:
ENVIRONMENT, HEALTH & SAFETY
A new customer wants to place a big order with GE, provided the equipment can be shipped to them overnight. That doesnt give us enough time to do the required Watchlist screening.
Can I ship the equipment today and check the Watchlists tomorrow?
SEE PAGE 46: SECURITY & CRISIS MANAGEMENT
In the GE Community
44 The Spirit & The Letter
Environment, Health & Safety
WHAT TO KNOW
Protecting the environment and the health and safety of employees is the law
and GE believes its also the right thing to do. Through management leadership and employee commitment, GE works to conduct its operations in a safe manner that minimizes environmental impact. This policy affects all company activities
not just managing our waste and emissions, but everything we do for example, selling products, driving a car on company business, acquiring a new business or providing customer service.
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ANSWER TO QUESTION ON PAGE 43 Absolutely not. Both GE policy and safe work practices require that energized machinery be de-energized before work is
commenced. |
45
WHAT TO DO
COMPLY with all applicable environmental health and safety (EHS) laws and regulations, and GE EHS policies.
CREATE AND MAINTAIN a safe working environment and prevent workplace injuries.
ASSESS
EHS LEGAL AND REPUTATIONAL RISKS before starting a new activity, venture or project, selling a new product, acquiring a new business or participating in a hazardous business.
CONSIDER EHS IMPACTS in the design and production of GEs products and services as part of
evaluating the life cycle of our products.
ELIMINATE UNREASONABLE EHS RISKS from GEs facilities, products, services
and activities.
AS PRACTICABLE, REDUCE TOXIC AND HAZARDOUS MATERIALS; prevent pollution; and conserve, recover and recycle materials,
water and energy.
CONTINUE TO IMPROVE OUR EHS SYSTEMS and performance as an integral part of GEs operational
strategy.
PRESENT IDEAS that support the goals of this policy to your manager or your businesss EHS manager.
PROMPTLY ALERT YOUR MANAGER or EHS contact of unlawful or unsafe conditions.
WHAT TO WATCH OUT FOR
UNSAFE ACTIVITIES AND CONDITIONS, such as:
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failure to use personal protective equipment (shoes, safety glasses, hearing protection, gloves, monitors, etc.) |
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unlabeled or unapproved chemicals |
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exposed or unsafe wiring |
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blocked fire or emergency exits |
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unsafe driving, or failure to wear seat belts or follow GEs driving policies |
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working in high places without fall protection |
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working beneath heavy, suspended loads, or improperly using cranes |
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working on electrical or powered equipment without following safety (e.g. lock-out, tag-out) procedures
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working unsafely at a customer site |
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potential exposure to serious infectious diseases |
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disabling safety controls or guarding on equipment and machinery |
FAILURE TO COMPLY with health, safety or environmental regulations and procedures
EHS
COMPLAINTS from employees, customers or neighbors
UNREPORTED environmental, health or safety hazards or accidents
FAILING TO RESPOND promptly to concerns about possible product safety issues
MISSED OPPORTUNITIES for reducing waste and toxic materials
FAILING TO FOLLOW GE POLICIES for the management, shipping, transportation, import/export and
disposal of hazardous materials and chemicals
RISKS AND LIABILITY associated with new acquisitions as well as both new and existing
products, processes, services and ventures that present increased legal liability and reputational risk
INADEQUATE SECURITY procedures
or practices that may present safety threats to a facility and/ or employees
NEW PRODUCTS, processes, ventures or acquisitions that
present increased legal liability and reputational risk
|
FOR MORE IN-DEPTH INFORMATION
GO TO: integrity.ge.com |
46 The Spirit & The Letter
Security & Crisis Management
WHAT TO KNOW
In an age of increasing terrorist threats, protecting the security of our
people, workplaces, information and businesses is critical. It starts with every business implementing a rigorous and comprehensive security and crisis management (SCM) plan. GEs SCM plan includes measures for preventing terrorist and other
criminal acts covering our employees, facilities, information, information technology (IT) infrastructure, business continuity and crisis management. In addition, employees must take every precaution to avoid doing business with terrorists or those
that support terrorist activity.
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ANSWER TO QUESTION ON PAGE 43 No, dont ship the equipment until the screening is done. GE cannot agree to do business with a customer, supplier or any other third party
until after all required Watchlist screening has been completed |
47
WHAT TO DO
IMPLEMENT RIGOROUS PLANS to address the security of employees, facilities, information, IT assets and business continuity.
PARTICIPATE IN your businesss emergency planning and emergency drills.
COMPLY
WITH the entry and exit rules at GE facilities, including wearing the appropriate badge.
PROTECT ACCESS to GE facilities from all
but authorized personnel.
PROTECT IT ASSETS from theft or misappropriation.
CREATE AND MAINTAIN a safe working environment this includes identifying and reporting
indicators of workplace violence.
COMPLY WITH global immigration rules when traveling internationally, and ensure that employees or
visitors who work for you or are closely associated with your business also comply.
COMPLY WITH all GE international travel policies.
Obtain appropriate pre-clearances to designated countries.
CONDUCT appropriate background checks on new hires and contractors, wherever allowed by law.
ENSURE PROPER BUSINESS continuity plans are prepared for an emergency.
SCREEN all customers, suppliers, agents and dealers against appropriate terrorist Watchlists.
REPORT ANY APPARENT security lapses to your manager, Crisis Management Leader or GE Ombudsperson.
WHAT TO WATCH OUT FOR
INDIVIDUALS AT GE FACILITIES not wearing appropriate badges
UNSECURE IT ASSETS,
such as laptops, servers, etc.
INADEQUATE PROTECTION of hazardous materials
UNSECURE AREAS OF A FACILITY where only authorized personnel are allowed to enter
SECURITY COMPLAINTS from employees, customers or neighbors
UNAUTHORIZED ENTRY to a facility
DOING BUSINESS with a customer, supplier or any third party without sufficient screening
|
FOR MORE IN-DEPTH INFORMATION
GO TO: integrity.ge.com |
Section Five
Intellectual Property
Controllership
Conflicts of Interest
Insider Trading & Stock Tipping
Protect GE
Assets
49
One of our products will soon have a new feature that will really help it outperform the competition. A big customer of mine is pressing me to describe the new feature to her now, because
she needs to make her buying decisions this week. I know GE wants to patent the feature, but Im not sure the application has been filed yet.
Can I show the customer the new feature?
SEE PAGE
50:
INTELLECTUAL PROPERTY
Id like to persuade my customer to purchase a new product before they really need it, because it will help me exceed my quarterly sales goals.
I could offer them a discount, and we could hold the product at our plant until they need it.
If the customer agrees, can I do this?
SEE PAGE 52: CONTROLLERSHIP
Protecting GE Assets
50 The Spirit & The Letter
Intellectual Property
WHAT TO KNOW
GEs intellectual property is one of its most valuable assets. All
employees must work to safeguard our patents, trademarks, copyrights, trade secrets and other proprietary information. At the same time, it is critical that we respect the valid intellectual property rights of others. Unauthorized use of
others intellectual property can expose the Company and even individual GE employees to civil law suits and damages, including significant fines and criminal penalties. A key to protecting our intellectual property and, at the same time,
guarding against these risks, is the timely and reasonable review of new GE products, services, processes and software, for possible inventions and trade secrets and infringement of the intellectual property rights of others.
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ANSWER TO QUESTION ON PAGE 49 No. Patent counsel should be consulted first, because showing the feature to the customer before a patent application is filed could result in
the loss of GEs right to obtain a patent. |
51
WHAT TO DO
IDENTIFY AND PROTECT GE intellectual property.
FOLLOW THE REQUIREMENTS of
GEs Submitted Ideas Procedure (found at ge.com/en/subidea) in handling any unsolicited ideas from outsiders as well as any employee ideas not covered by the Employee Innovation and Proprietary Information Agreement (EIPIA).
For more information, consult the Intellectual Property Rights Management Procedure found at integrity.ge.com.
RESPECT
VALID PATENTS, copyrighted materials and other protected intellectual property of others.
CONSULT with Company legal counsel concerning necessary licenses or approvals to use protected
intellectual property of others such as patents, trademarks or proprietary information (i.e. information that is in confidence and not publicly known or generally available).
CONSULT with company legal counsel before:
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soliciting, accepting or using proprietary information of outsiders (for example, soliciting from a customer proprietary information of a competitor)
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disclosing GE proprietary information to outsiders |
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permitting outsiders to use GE intellectual property
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UNDERSTAND YOUR RESPONSIBILITIES to the Company regarding new inventions, ideas that you may develop
as a GE employee and the Companys information. Consult with company legal counsel if you have any question about these responsibilities, or about the EIPIA (signed by exempt employees and other employees in a position of trust or likely to
make inventions).
COMPLY with the guidelines for use of the GE primary trademarks and trade names (available at
gebrandcentral.com) and GEs Intellectual Property Rights Management Procedure found at integrity.ge.com.
WHAT TO WATCH OUT FOR
ACCEPTING PROPRIETARY INFORMATION belonging to an outsider, without first consulting company legal counsel
DISCUSSING GE PROPRIETARY INFORMATION with customers or suppliers
USING ANOTHER
COMPANY to develop new products or software without a written agreement in place covering ownership and other rights in the developed intellectual property
PASSING ON, for technical or management review, an outsiders suggestion for a new product,
product feature, service or name, without following the GE Submitted Ideas Procedure (found at ge.com/en/subidea)
INTRODUCING, OR
PROVIDING INFORMATION about, a new product or service before patent applications have been filed or a decision has been made not to file an application
INTRODUCING A NEW PRODUCT or service, or new product or service name, before checking for patent or trademark infringement
THREATENING anyone suspected of infringing any GE intellectual property without first consulting
with company legal counsel
EMPLOYING A NEW PERSON, especially a person who previously worked for a competitor, without putting in
place safeguards to prevent the person from inadvertently disclosing or using the proprietary information of the previous employer
EMPLOYING A PERSON who has not signed the EIPIA in a job where inventions are likely to be made
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FOR MORE IN-DEPTH INFORMATION
GO TO: integrity.ge.com |
52 The Spirit & The Letter
Controllership
WHAT TO KNOW
Controllership embodies three fundamental elements: (1) rules that
classify transactions and balances appropriately; (2) systems and controls that protect assets and accumulate information consistently and correctly; and (3) financial and transaction reporting that is timely and unbiased. Controllership
creates the right environment for disclosing timely, reliable and accurate information to government agencies and the public.
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ANSWER TO QUESTION ON PAGE 49 No. This can be damaging both economically (giving away margin and putting strain on a customer relationship) and from an accounting standpoint
(not technically a sale, as the rules for revenue recognition have not been met). |
53
WHAT TO DO
FOLLOW GES GENERAL ACCOUNTING PROCEDURES, as well as applicable generally accepted accounting principles, standards and regulations for accounting and financial reporting.
ENSURE THAT FINANCIAL AND NON-FINANCIAL INFORMATION and operating metrics are reported accurately and in a timely fashion.
MAINTAIN COMPLETE, ACCURATE AND TIMELY records and accounts to appropriately reflect all business
transactions.
SAFEGUARD ALL COMPANY ASSETS (physical, financial and informational).
PROVIDE TIMELY, CANDID FORECASTS and assessments.
MAINTAIN SOUND PROCESSES and controls.
COMPLY WITH GES DOCUMENT MANAGEMENT PROCEDURES (found at integrity.ge.com) as well as
all applicable laws and regulations relating to the preservation of documents and records.
PRESERVE DOCUMENTS AND RECORDS relevant to
pending or reasonably foreseeable litigation, audits or investigations, and as directed by Company counsel.
WHAT TO WATCH OUT FOR
FINANCIAL RESULTS THAT SEEM INCONSISTENT with underlying performance
INACCURATE
FINANCIAL RECORDS, such as overstated travel and living expense reports, or erroneous timesheets or invoices
TRANSACTIONS THAT ARE
INCONSISTENT with good business economics
ABSENCE OF CONTROLS to protect assets from risk of loss
PHYSICAL ASSETS or other resources that could be more fully used, reallocated or disposed of
CIRCUMVENTING REVIEW and approval procedures
INADEQUATE ROUTINES AND CONTROLS at newly acquired businesses and at remote and/or understaffed sites
INADEQUATE ROUTINES AND CONTROLS to preserve documents (including e-mail) for
pending or reasonably foreseeable litigation, audits and investigations
DISPOSAL OF DOCUMENTS without knowing what is being discarded or whether the documents are subject to legal preservation requirements
FALSE OR EXAGGERATED STATEMENTS in e-mail, presentations or other documents
|
FOR MORE IN-DEPTH INFORMATION
GO TO: integrity.ge.com |
54 The Spirit & The Letter
I was chatting with my brother and mentioned that I had an upcoming business trip to close the deal for GE to acquire
Company X.
Could this create a problem?
SEE PAGE 58:
INSIDER TRADING & STOCK TIPPING
55
Your cousin owns a company that supplies raw materials to a GE business.
Is that a prohibited conflict of interest, no matter what GE business youre in?
SEE PAGE 56:
CONFLICTS OF INTEREST
56 The Spirit & The Letter
Conflicts of Interest
WHAT TO KNOW
On the job or in your free time, nothing you do should conflict with your
responsibilities to GE. No activity at work or at home should hurt GEs reputation or good name. Misusing GE resources or influence is also prohibited. Even when nothing wrong is intended, the appearance of a conflict can have negative effects.
It is crucial to consider how your actions might appear, and to avoid the perception of a conflict of interest.
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ANSWER TO QUESTION ON PAGE 55 This is not explicitly prohibited, but the Conflicts of Interest policy requires that you disclose the situation to GE management, and that you
not attempt to influence GE business with your cousins company. |
57
WHAT TO DO
DISCLOSE (in writing to your manager and to company legal counsel) all of your outside activities,
financial interests or relationships that may either present a conflict or the appearance of one.
USE GOOD JUDGMENT in all personal
and business dealings outside your GE job.
AVOID ACTIONS OR RELATIONSHIPS that may cause potential conflicts or create the appearance
of a conflict with your job or GEs interests.
DO NOT MISUSE or use for personal gain GE resources, intellectual property, time or facilities
this includes office equipment, e-mail and computer applications.
DO NOT TAKE for yourself personally any opportunities that GE
could have an interest in that are discovered through the use of GE position, information or property.
GET APPROVALS before accepting officer or director positions with an outside business while you are
a GE employee.
GET YOUR MANAGERS APPROVAL when accepting not-for-profit board positions, particularly if the organization has a
GE relationship or might expect GE financial or other support.
WHAT TO WATCH OUT FOR
FINANCIAL INTERESTS in a company where you could personally affect GEs business with that
company (for example, a customer, supplier or investment)
PART-TIME JOBS which you perform using GE hours or GE equipment or materials
GIFTS of other than nominal value from suppliers, customers or competitors, particularly if youre making decisions (on GEs
behalf) that involve them
PERSONAL DISCOUNTS or other benefits from suppliers, service providers or customers that the public
or your GE peers do not receive
DIRECTING BUSINESS to suppliers when you know they are owned or managed by your family members or
close friends
MISUSING GE RESOURCES, your position or influence to promote or assist an outside activity
HIRING, PROMOTING OR DIRECTLY SUPERVISING a family member or close friend
PERSONAL RELATIONSHIPS that may conflict with your GE responsibilities or compromise company interests
|
FOR MORE IN-DEPTH INFORMATION
GO TO: integrity.ge.com |
58 The Spirit & The Letter
Insider Trading & Stock Tipping
WHAT TO KNOW
In the course of your job, you may learn of material information about GE or
other companies before it is made public. You may simply overhear a hallway conversation or come across a memo left at a copy machine. Using this information for your financial or other personal benefit or conveying this information to others
constitutes a violation of this policy and may even violate the law. This includes buying or selling the securities of any company about which you have material non-public information and giving this inside information to anyone else who
might base financial trades on the information youve shared.
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ANSWER TO QUESTION ON PAGE 54 Yes, if Company X is a public company and the possible acquisition of Company X has not been publicly announced. If your brother trades
Company X stock based on your tip, both of you could be charged with insider trading. |
59
WHAT TO DO
DO NOT BUY OR SELL the securities of any company, including GE, either directly or through family
members or other persons or entities, while you are aware of inside information about the company. (This is known as insider trading.)
DO NOT RECOMMEND OR SUGGEST that anyone else buy or sell the securities of any company, including GE, while you have inside information about the company. (This is known as tipping.)
MAINTAIN THE CONFIDENTIALITY of Company information and do not convey information to anyone outside
the Company unless it is necessary for the Companys business activities.
IF THE NATURE OF YOUR BUSINESSS ACTIVITIES and
your position in the business subject you to additional requirements relating to buying and selling securities (such as pre-clearing personal trades through the Transaction Control Authority, found at integrity.ge.com), learn and follow all
of those requirements.
IF QUESTIONS ARISE, consult company counsel before trading in the security or disclosing company
information.
WHAT TO WATCH OUT FOR
NON-PUBLIC INFORMATION WHICH, IF DISCLOSED, would reasonably be expected to affect the price of a
security or would influence your decision to buy, sell or hold a security, such as an earnings announcement or a prospective acquisition announcement (this is known as inside information)
BUYING OR SELLING A SECURITY because you hear or learn of information at work that you think will
make the price go up or down once its publicly announced
ENGAGING IN TRADING ACTIVITY around the time of a significant company
announcement
DISCUSSING GE BUSINESS with family and friends
TALKING ABOUT WHAT YOURE WORKING ON or where youre going on company business or who visited the office
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60 The Spirit & The Letter
Index
A
Acquisition 21, 36, 37, 45, 58, 59
Affiliates 5, 61
Affirmative action 41
Agent 5, 19, 25, 27, 37, 47
Antitrust laws 36
Appendix 61
Assets 13, 19, 47, 48, 50, 52, 53
B
Board of directors 9, 37
Boycotts 25
Bribery 18, 19, 26
Business policies and procedures 12, 37
C
Cash transactions 27
Code of Conduct 1, 2, 3
Commission 19
Competing Globally 13, 34-37
Competition Laws, Complying with 34-37
Competitors 33, 35, 36, 37, 51, 57
Compliance
specialists 4, 6, 9, 27
Concerns, Integrity 1, 4, 6, 7, 8-10, 11, 41, 45
Confidential Information 8, 21, 59
Confidentiality 8, 21, 59
Conflicts of Interest 3, 21, 48, 55, 56-57
Conflicts between laws 41, 61
Consultants 5,
19, 33
Contractors 5, 19, 47
Contracting officer 33
Contributions 19
Controlled affiliates 5, 61
Controllership 48, 49, 52-53
Copyrights 50, 51
Cost-charging 33
Crisis Management
38, 43, 46-47
Customer relationships 26, 52
D
Disability 41
Discrimination 40
Distributors 5, 19, 33
Due diligence 19, 26
E
Embargoed countries 25
Employee responsibilities 1, 6, 12, 32, 50, 51, 56, 57
Employment Practices 3, 11, 33, 38, 39, 40-41
Entertainment 18, 19
Environment 3, 20
Environment, Health & Safety 20, 21, 38, 43, 44-45
Ethical conduct 1, 2, 3, 7
Ethical standards 32
Exports 23, 24, 25, 45
F
Fair Employment Practices 3, 38, 39, 40-41
Facilitating payment 19
Family 19, 33, 57, 59
Financial records 53
Financial
reporting 52, 53
Forecasts 53
Fund transfers 23, 26, 27
G
Generally accepted accounting principles 53
Gifts 18, 19, 21, 57
Government Business 13, 30-33
Government
contracts 21, 33
Gratuity 19, 33
H
Harassment 41
Hazardous materials 45, 47
Health 20, 21, 38,
43, 44, 45
Hiring 33, 41, 57
Hostile work environment 41
I
Imports 23, 25, 45
Improper
Payments 16, 17, 18-19
In the GE Community 13, 38-47
Independent contractors 5, 19, 47
Inside information 58, 59
Insider Trading & Stock Tipping 48, 54, 58-59
Integrity Web site 4, 6, 9, 21, 25, 41, 51, 53, 59, 62
Intellectual Property 48, 49, 50-51, 57
International Trade Controls (ITC) 16, 22, 24-25
J
Joint venture 37
K
Know Your
Customer 25, 26, 27
Know Your Supplier 24, 25
L
Laundering money 16, 23, 26, 27
Leadership responsibilities 1, 3, 7, 11
Licenses 51
Licensing agreements 37
M
Merger 36, 37
Minorities 21, 41
Money Laundering Prevention 16, 23, 26-27
N
Non-controlled affiliates 5
Non-public information 58, 59
Not-for-profit 57
O
Ombudsperson 1, 4, 6, 7, 9, 47
Outside
activities 57
P
Part-time
job 57
Patents 49, 50, 51
Payments
16, 17, 18-19, 25, 26, 27, 31
Penalties for Violations 11
Personal data 20, 28, 29, 41
Political contributions 19
Price 17, 25, 37, 59
Privacy 16, 21, 22, 28-29, 40, 41
Property, company 41
Property, intellectual 48, 49, 50-51, 57
Proprietary information 21, 41, 50, 51
Protecting GE Assets 13, 48-59
R
Raising a concern 6, 8-10, 11
Red
flags 25, 26
Regulatory 14, 15
Relatives 21
Responsibilities, employee 1, 6,
12, 32, 50, 51, 56, 57
Responsibilities, leader 1, 3, 7, 11
Restrictive trade practice 25
Retaliation 7, 8, 11
S
Safety 21, 38, 43, 44, 45
Sales representatives 5, 19, 33
Securities 58,
59
Security and Crisis Management 29, 38, 43, 45, 46-47
Sexual advances 41
Stock tipping 48, 54, 58-59
Submitted Ideas Procedure 51
Subsidiaries 5, 61
Supplier Relationships 16, 17, 20-21
Supplier Reputational Guidelines 21
Suppliers
13, 16, 17, 20-21, 22, 24, 25, 29, 33, 37, 46, 47, 51, 57
Suspicious transactions 23, 26, 27
T
Terrorism 26-27, 46-47
Third parties 5, 7, 19, 26, 27, 29, 37, 46, 47
Toxic materials 45
Trademarks 50, 51
Trade names 51
Trade secrets 50
Transaction Control Authority 59
Transactions 19, 25, 26, 27, 28, 32, 33, 35, 52, 53
Travel and living expenses 18, 19, 53
V
Veterans 21, 41
Violations 4, 6, 7, 8, 11, 12,
29, 41, 58
W
Watchlists 25,
43, 46-47
Web site 4, 6, 9, 62
Working with Customers & Suppliers 13, 16-29
Working with Governments 30, 31, 32-33
Women 21, 41
Y
Your Personal Commitment 1, 4
Appendix
WHICH LAW APPLIES
GE conducts business in more than 100 countries around the world. Our
employees are citizens of many different countries. As a result, our operations are subject to the laws of many countries, provinces, states and municipalities, and organizations such as the European Union.
An important challenge for all of us is to understand how these laws may apply to our operations. GE, the parent company, is a corporation organized in
the United States. The laws of the United States frequently extend to the operations of GE and its affiliates throughout the world, as well as to the business activities of GE employees wherever they live and work. 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 GE subsidiaries or other controlled affiliates.
The references in GE policies to the laws of the United States and the other countries where we do business reflect the reality that a global company is regulated by many different laws at the same time.
In some instances, there may be a conflict 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.
©2005 General Electric Company Printed in the U.S.A.
The cover to this document was printed on paper made with 30% postconsumer waste fiber. The paper was manufactured using wind-generated energy and is Green Seal certified. The inside pages to this
document were printed on paper containing 10% postconsumer recovered fiber and manufactured with green power in the form of electricity generated from renewable resources including 85% Hydro Power, 10% Wind Power and 5% Biogas.
GE employed a printer that produces all of its own electricity and is a certified totally enclosed facility that produces virtually no volatile organic
compound emissions.
General Electric Company
Fairfield, Connecticut 06828
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