Attached files
file | filename |
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EX-23.1 - EXHIBIT 23.1 - LORAL SPACE & COMMUNICATIONS INC. | c14080exv23w1.htm |
EX-31.2 - EXHIBIT 31.2 - LORAL SPACE & COMMUNICATIONS INC. | c14080exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - LORAL SPACE & COMMUNICATIONS INC. | c14080exv31w1.htm |
EX-10.35 - EXHIBIT 10.35 - LORAL SPACE & COMMUNICATIONS INC. | c14080exv10w35.htm |
EX-10.27 - EXHIBIT 10.27 - LORAL SPACE & COMMUNICATIONS INC. | c14080exv10w27.htm |
EX-32.2 - EXHIBIT 32.2 - LORAL SPACE & COMMUNICATIONS INC. | c14080exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - LORAL SPACE & COMMUNICATIONS INC. | c14080exv32w1.htm |
EX-21.1 - EXHIBIT 21.1 - LORAL SPACE & COMMUNICATIONS INC. | c14080exv21w1.htm |
EX-23.2 - EXHIBIT 23.2 - LORAL SPACE & COMMUNICATIONS INC. | c14080exv23w2.htm |
10-K - FORM 10-K - LORAL SPACE & COMMUNICATIONS INC. | c14080e10vk.htm |
Exhibit 14.1
Loral Space & Communications Inc.
CODE OF CONDUCT
Revised
as of November 1, 2010
as of November 1, 2010
Table of Contents
1. INTRODUCTION |
1 | |||
A. General Policy |
1 | |||
B. Scope |
1 | |||
C. Violations of the Code |
2 | |||
2. EMPLOYMENT PRACTICES |
2 | |||
A. Equal Employment Opportunity; Non-Discrimination; Harassment |
2 | |||
B. Environmental Safety |
4 | |||
3. BUSINESS CONDUCT OF ASSOCIATES |
4 | |||
A. Compliance with Laws, Rules and Regulation |
4 | |||
B. Avoidance of Personal Conflicts of Interest |
5 | |||
C. Corporate Opportunities |
6 | |||
D. Insider Trading |
7 | |||
E. Proprietary Information/Trade Secrets |
7 | |||
F. Fair Dealing |
8 | |||
G. Entertainment, Gifts and Gratuities |
9 | |||
H. Marketing Activities |
10 | |||
I. Special Requirements When Marketing and Contracting with the Federal Government |
10 | |||
J. Proper and Timely Reporting of Public Documents |
16 | |||
K. Internal Controls |
16 | |||
L. Accuracy of Documentation |
16 | |||
M. Producing Quality Products |
17 | |||
N. Company Funds and Property |
18 | |||
O. Following Security Guidelines |
18 | |||
P. Record Retention |
19 | |||
4. WAIVERS OF THE CODE |
19 | |||
5. ADDITIONAL PROCEDURES FOR THE CEO AND SENIOR FINANCIAL OFFICERS |
20 | |||
6. CERTAIN RULES AND REGULATIONS |
21 | |||
A. Foreign Corrupt Practices Act |
21 | |||
B. Export Control Laws |
22 | |||
C. Economic Sanctions Measures |
24 | |||
7. REPORTING VIOLATIONS |
27 | |||
A. Employees |
28 | |||
B. Directors, Officers and Any Other Non-Employees Subject to This Code |
28 | |||
C. Reporting Harassment, Discrimination or Retaliation |
29 | |||
D. Reporting FCPA, Export Control or OFAC Violations |
30 | |||
E. Anonymous Ethics Hotline. |
30 |
1. | INTRODUCTION |
This Code of Conduct (this Code) sets forth the legal and ethical standards to which all
directors, officers and employees (the associates) of Loral Space & Communications Inc.
and its subsidiaries (Loral or the Company) are required to adhere. Associates, as well
as temporary employees and consultants, are expected to comply with this Code. This Code
serves as a guide to associates for the proper recognition and resolution of ethical and
legal issues encountered in conducting the Companys business and in making decisions that
conform to ethical and legal standards. This Code may be modified from time to time,
without prior notice, as the Companys Board of Directors deems appropriate.
A. | General Policy |
It is the standard of conduct and express policy of Loral that all dealings with our
customers, suppliers, competitors, partners and co-workers are conducted with the highest
level of ethical behavior and in complete compliance with the spirit and the letter of
applicable laws and regulations. This is important in our dealings with commercial
companies as well as with the United States government and foreign governments.
Improper activities, or even the appearance of impropriety, could result in serious
consequences to the Company and the associates involved in such activities. An
associates adherence to this policy is a significant indicator of the individuals
judgment and competence and will be taken into consideration when evaluating future
assignments and promotions. Insensitivity to, or disregard for, the principles set forth
in this Code will be grounds for appropriate disciplinary action, including dismissal.
Lorals objective is to excel as a responsible and reputable supplier to our customers.
In attaining this objective, no associate shall, on behalf of Loral or while a Loral
associate, engage in any conduct that violates any law or is otherwise inconsistent with
the highest levels of honesty and integrity. Complex laws and regulations govern the
environment in which Loral does business. This Code outlines key aspects of those laws
and regulations as well as relevant Loral policy.
Individual associates may require additional training in certain areas to ensure
compliance. If, for example, you have contact with representatives of foreign
organizations, you must ensure that you are familiar with import and export regulations,
embargo and trade sanction laws and the provisions of the Anti-Boycott Act and the Foreign
Corrupt Practices Act. If you have any questions about the applicability of any laws to
your actions, you should consult with Loral legal counsel.
B. | Scope |
Associates with supervisory responsibilities must ensure that employees under their
direction or control are acquainted with this Code. Directors and officers should also be
aware that there are special legal requirements not covered by this Code that apply
to corporate fiduciaries. Conduct contrary to these guidelines is outside the scope of
any employees employment.
1
In addition to compliance with all legal requirements, each Loral associate must adhere to
the overriding ethical and professional standards that generally govern the conduct of
business. The Companys interests are not served by any unethical practice or activity
even though such practice or activity may not be in technical violation of the law. The
scope of this Code may not include all Loral policies and practices to which associates
are required to adhere. In instances in which other such policies and practices appear to
conflict with those set forth in this Code, associates must follow the more restrictive
policy or practice.
Associates should consider this Code as a baseline, or a minimum requirement, which must
always be followed. If at any time you are in doubt about whether a particular provision
applies to your conduct or about any aspect of your compliance responsibilities, you
should contact your manager or supervisor, or use other resources described in this Code
to address your concern.
C. | Violations of the Code |
Any violation of the applicable laws and regulations or principles of ethics set forth in
this Code will be grounds for disciplinary action or discharge from employment and may
subject the associate or former associate to civil liability and/or criminal prosecution
under applicable law. Disciplinary action may be taken not only against those who
authorize or participate directly in such violation, but also against: (i) any associate
who deliberately fails to report a violation as required by the policy; (ii) any associate
who deliberately withholds material and relevant information concerning a violation; or
(iii) the violators supervisor and manager, to the extent that there is inadequate
leadership, supervision or diligence.
Please see Section 7 of the Code below for procedures for reporting of violations.
2. | EMPLOYMENT PRACTICES |
A. | Equal Employment Opportunity; Non-Discrimination; Harassment |
Loral is committed to ensuring equal employment opportunity for all associates, including
qualified employment applicants. The company maintains its employment practices and its
environment free of discrimination based on race, color, religion, gender, national
origin, ancestry, age, disability, veteran or marital status, sexual orientation,
partnership status, gender identity, alienage or citizenship status, actual or perceived
status of a victim of domestic violence, or as a victim of sex offenses or stalking or any
other protected category or characteristics under law.
Any associate who has a question or concern regarding the companys employment practices
policy should direct his or her inquiry to Daniel Medina at the corporate office or
Valerie Jünger at SS/L, his or her direct manager, or any member of the management or
executive management team who will answer or address the question or concern. Any
applicant or associate filing a complaint or assisting in the
investigation of a complaint is protected from retaliation, coercion, intimidation,
interference and discrimination.
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Policy against workplace harassment
Loral is committed to maintaining a productive work environment in which all individuals
are treated with mutual respect and dignity. Each associate is required to contribute to
a professional atmosphere that promotes equal opportunity and nondiscriminatory practices.
In keeping with this commitment, harassment and inappropriate conduct of any form will
not be tolerated.
Associates are required to exhibit, in their conduct and communications, sound judgment
and respect for every other associate and all other persons (i.e., vendors, customers,
building staff) with whom the company does business. Insulting, degrading, exploitative
or discriminatory treatment, whether verbal or physical or written, electronic or
otherwise, will not be tolerated.
Similarly, inappropriate conduct directed to our associates by outside vendors,
consultants or customers will not be tolerated.
Sexual harassment
Loral does not tolerate workplace sexual harassment and considers it to be a serious
offense.
Sexual harassment is unwanted sexual attention of a persistent or offensive nature made by
a person who knows, or reasonably should know, that such attention is unwanted. Sexual
harassment includes sexually oriented conduct that is sufficiently pervasive or severe to
unreasonably interfere with an employees job performance or create an intimidating,
hostile, or offensive work environment. While sexual harassment encompasses a wide range
of conduct, some examples of specifically prohibited conduct include:
| Promising, directly or indirectly, an employee a reward if the employee complies with a sexually oriented request |
| Threatening, directly or indirectly, to retaliate against an employee if the employee refuses to comply with a sexually oriented request |
| Denying, directly or indirectly, an employee an employment-related opportunity if the employee refuses to comply with a sexually oriented request |
| Engaging in sexually suggestive physical contact or touching another employee in a way that is unwelcome |
| Displaying, storing, or transmitting pornographic or sexually oriented materials using company equipment or facilities, including email |
| Indecent exposure |
| Making sexual or romantic advances toward an employee and persisting despite the employees rejection of the advances |
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Sexual harassment may involve individuals of the same or different genders and is
prohibited whether directed toward men or women. Sexual harassment can be physical and/or
psychological in nature.
Other forms of harassment also prohibited
To the same degree as sexual harassment, this policy also prohibits harassment or other
inappropriate conduct on the basis of race, color, religion, gender, national original,
ancestry, age, disability, veteran status, marital status, sexual orientation, citizenship
or any other protected category or characteristics.
B. | Environmental Safety |
Loral is committed to achieving the highest standards of safety, health and environmental
performance at all of its facilities. It is the responsibility of each associate to
follow the rules and procedures established at each facility to achieve these safety,
health and environmental goals. Associates must immediately report any incident of
non-compliance or any unsafe condition to the facilitys environmental, health and safety
coordinator.
3. | BUSINESS CONDUCT OF ASSOCIATES |
It is every associates responsibility to read, understand and comply with this Code.
Further, each associate is responsible for knowing his or her job and what it takes to
comply with the rules and regulations relating to the performance of that job. Managers,
supervisors and employees jointly share the responsibility of identifying training needs
required to assist employees in job performance and in complying with this Code. If an
associate wishes to obtain guidance on the interpretation or application of this Code or
applicable laws and regulations, he or she may contact any one of the sources listed under
the heading Reporting Violations.
A. | Compliance with Laws, Rules and Regulation |
Obeying the law, both in letter and in spirit, is the foundation on which Lorals ethical
standards are built. All associates must respect and obey the laws of the cities, states
and countries in which Loral operates. Although not all associates 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.
Loral will not knowingly assist other persons or entities with which we have business
dealings in violating any law or regulation. For example, we will not misrepresent or
confirm facts known to be false to the auditors of a customer or supplier for the purpose
of allowing the customer or supplier to prepare false financial statements or financial
information.
We specifically direct the associates attention to Section 7, which describes some of the
requirements of the Foreign Corrupt Practices Act, U.S. export control laws and economic
sanctions measures that may be applicable to the associates.
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If necessary, Loral will hold information and training sessions to promote compliance with
laws, rules and regulations, including insider-trading laws.
B. | Avoidance of Personal Conflicts of Interest |
A personal conflict of interest exists when a persons private interest interferes in any
way with the interests of the Company. A conflict situation can arise when an associate
takes actions or has interests that may make it difficult to perform his or her Company
work objectively and effectively. Conflicts of interests may also arise when an
associate, or members of his or her family, receives improper personal benefits as a
result of his or her position in the Company. Loans to, or guarantees of obligations of,
associates and their family members may create conflicts of interest.
Loral associates must observe high standards of conduct and integrity in their
relationships with outside organizations. They must refrain from having any financial or
other interest in or relationship with an organization that competes with or does business
with Loral. Not only must associates avoid unethical business practices and favoritism,
they should also avoid outside activities and financial interests that might create that
perception.
It is Lorals policy to respect the rights of associates to engage in outside activities
that do not conflict with their positions as associates. However, when an outside
activity or financial interest involves an organization with which the Company does
business, good judgment is required to avoid any basis for conflict of interest. No
associate may, without being granted an exception, acquire or retain, either directly or
indirectly, the following financial interests in an organization that competes with, does
business with, or seeks to do business with Loral:
| Any interest as a proprietor or partner in such an organization; |
| The ownership of, or right to acquire, stock or bonds of such an organization that is a privately held corporation; or |
| With respect to a publicly-owned corporation five percent (5%) or more of the revenues of which are derived from Loral, the ownership of, or right to acquire, stock or bonds in an amount in excess of the lesser of (i) $25,000 or (ii) 1% of the total securities of such publicly owned corporation.* |
| Associates may not compete with Loral directly or indirectly. Associates owe a duty to Loral to advance its legitimate interests when the opportunity to do so arises. |
Each associate shall report to the operating unit president and the Loral Legal Department
the details on any of the financial interests described above that are held or acquired, directly or indirectly, by himself or herself or any family member, to the
extent known by the associate.
* | This restriction does not apply to employees who come to Loral from other companies and who hold shares of those companies stock in a savings plan or stock ownership plan. This exception only applies to stock that was owned by the employee prior to his or her employment with Loral, and that is held in those investment instruments. Subject to the terms of the plan document, such employees may keep stock that is in those investment instruments and any stock dividends paid from those remaining in those investment instruments. |
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The following restrictions also apply to associates:
| No associate may serve as an officer or director of any firm without prior approval by the chief executive officer and president of Loral. |
| No associate may undertake employment with, or furnish services as a consultant or other representative to another firm, unless approved in writing by the operating unit president. |
| Employment of an associates spouse or other immediate family member by an organization with which Loral competes or does business could provide the basis for criticism, and any such employment situations should be reported to the president of the division. |
Notwithstanding the foregoing, the provisions of this Section 3.B. shall not apply to
Lorals non-employee directors. A non-employee director shall, however, promptly notify
the Board of Directors if he or she or a member of his or her immediate family commences (x)
service as an officer or director of any Competitor or (y) employment with, or the
furnishing of services as a consultant or other representative to, any Competitor or
otherwise enters into an agreement with a Competitor to do any of the foregoing. For
purposes of this paragraph, Competitor shall mean any of the following: (i) Boeing,
Lockheed, Thales/Alcatel Space, EADS/Astrium or Orbital Sciences, (ii) SES Global, Intelsat,
Eutelsat or AsiaSat (iii) a business that is principally engaged in the business of fixed
satellite services or satellite manufacturing or (iv) a business other than fixed satellite
services or satellite manufacturing in which the Company is principally engaged. Loral
reserves the right to change this list at any time. For the avoidance of doubt, any such
non-employee director (i) shall not be required to obtain any approval from Loral prior to
or in connection with, nor shall he or she be prohibited from engaging in, any of the
activities described in this paragraph and (ii) may continue to serve as such non-employee
director of Loral notwithstanding his or her engagement in the activities described in this
paragraph subject to his or her compliance with applicable legal requirements.
C. | Corporate Opportunities |
Associates are prohibited from taking personal advantage of opportunities that first
become known through employment or association with Loral or are otherwise discovered
through the use of Loral property, information or position without the consent of the
Board of Directors. Specifically:
| Associates should not place themselves in a situation in which they may profit from a business opportunity if the circumstances indicate that the opportunity should have been made available to Loral. In general, a business opportunity which might reasonably be expected to be of interest to Loral should be brought to the attention of management for a determination of whether Loral wishes to pursue it. |
| Associates may not use facilities or equipment of Loral in the pursuit of personal interest or profit. Associates who are on paid Loral time should be involved only in the business of Loral. |
| Associates may not compete with Loral directly or indirectly. Associates owe a duty to Loral to advance its legitimate interests when the opportunity to do so arises. |
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D. | Insider Trading | ||
Loral has adopted an Insider Trading and Confidentiality Policy with respect to the trading by associates of securities issued by the Company and the receipt and use of material non-public information by associates. Associates should refer to and must abide by this policy. |
E. | Proprietary Information/Trade Secrets |
Loral proprietary information consists of any information and data possessed by and in the
control of the Company that may be valuable to it in its business. Such information must
not be disclosed to others, except as required by law or permitted by the Company, because
doing so could disadvantage Loral competitively or financially; because the information
could hurt or embarrass, customers, suppliers, joint venture partners or the Company; or
because the information belongs to others, and we have agreed to keep it private. When
there is a legitimate business need to disclose proprietary information outside Loral, a
non-disclosure agreement may be appropriate. For more information and prior to
disclosure, contact Loral legal counsel.
Proprietary information includes, but is not limited to:
| Loral research and development, such as inventions, manufacturing processes, patent applications, and engineering and laboratory notebooks (see below); |
| Customer and employee lists and records; |
| Business strategies, business results, unannounced products or services, marketing plans, pricing and financial data; |
| Cost information, such as overhead or other indirect rate information, salaries, estimates, etc.; |
| Non-public information about products or services, including hardware and software specifications and designs; |
| Confidential organizational information; and |
| Information disclosed by other parties pursuant to a non-disclosure agreement. |
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Proprietary information may exist as reports, manuals, charts, computer disks, drawings,
specifications, photographs, films and correspondence. Hardware, equipment or materials
embodying proprietary information and data may also be treated as proprietary information.
Each associate is responsible for ensuring that proprietary information is protected from
theft, damage, unauthorized disclosure or inappropriate use. Always store such
information in a safe place and follow security procedures for the computer systems used.
Remember that you can be overheard in public places and when using portable communications
devices. Do not discuss Loral proprietary information with family or friends; they may
not understand its significance and may inadvertently pass it on to someone who should not
have it.
i. | Patentable Inventions | ||
A patentable invention is one that constitutes a new, useful and unobvious machine process, article of manufacture, composition of matter, or improvement thereof (including software). All inventions made or conceived by employees in the course of, or as a result of their employment, are the exclusive property of Loral and are to be promptly disclosed in writing and assigned to the Company. | |||
Employees are responsible for maintaining a laboratory notebook to record concepts, ideas and related work, together with the recording of progress on technical efforts, in order to establish priority of invention, provide a basis for patent coverage and protect future proprietary rights of the Company. | |||
Licenses and copyrights obtained by employees in the course of, or as a result of their employment, are the exclusive property of Loral and are to be promptly disclosed in writing and assigned to the Company. | |||
ii. | Copyrighted Works | ||
Copyright laws protect the original expression in, among other things, written materials, works of art and music, and prohibit their unauthorized duplication, distribution, display and performance. This means that we may not reproduce, distribute or alter copyrighted materials from books, trade journals, computer software or magazines, or play records, tapes, discs or videotapes, without permission of the copyright owner or its authorized agents. Software used in connection with Lorals business must be properly licensed and used only in accordance with that license. Using unlicensed software could constitute copyright infringement. |
F. | Fair Dealing |
We believe our reputation for integrity is our most important asset. We must deal fairly
with customers, vendors and competitors and fulfill our obligations even when they are
detrimental to our profitability. All estimates and commitments to both customers and
co-workers should be made with the expectation that they will be achieved.
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We seek to outperform our competition fairly and honestly. Stealing proprietary
information, possessing trade secret information that was obtained without the owners
consent or inducing such disclosures by past or present associates of other companies is
prohibited. Each associate should endeavor to respect the rights of and deal fairly with
Lorals customers, suppliers, competitors and associates. No associate should take unfair
advantage of anyone with respect or relating to Loral business through manipulation,
concealment, abuse of privileged information, misrepresentation of material facts or any
other intentional unfair-dealing practice.
G. | Entertainment, Gifts and Gratuities |
It is Lorals policy that all dealings with other organizations be conducted with the
highest ethical behavior and in complete compliance with applicable laws and regulations.
Our business transactions should always be free from even a perception that favorable
treatment was sought or received, offered or solicited by gifts, favors, hospitality,
entertainment or similar gratuities. While there are certain circumstances under which it
is permissible to furnish or accept such items, every employee is expected to follow a
course of action that complies with the following guidelines.
No associate may solicit, directly or indirectly, for his or her benefit or for the
benefit of another person, any gift, favor or other gratuity from a person or organization
with which the Company does business or that seeks to do business with the Company.
Soliciting a gift, favor or other gratuity is strictly prohibited regardless of the nature
or value of the item or service.
No Loral associate may accept any gratuities (monetary or non-monetary), gifts or favors,
except for ordinary items of nominal value, from a person or organization that conducts
business with the Company or seeks to do business with the Company. Items of nominal
value are considered to be normal sales promotion, advertising or publicity items, with
the providers logo, e.g., calendars, ball point pens, coffee cups, etc., with a retail
value not exceeding $75. Exceptions to this policy require prior approval of the Legal
Department and must be based on a legitimate business interest of the Company and may not
be in violation of the law, regulation or other authority. Loral associates may accept a
meal, drink or entertainment from such persons or organizations only if these courtesies
are unsolicited, infrequently provided and reasonable in amount. Associates should
reciprocate if and when appropriate, except with respect to offering things of value to
government personnel, discussed in section 3.I.i below.
Loral associates should never offer any type of business courtesy to a customer for the
purpose of, or in exchange for, obtaining favorable treatment or advantage. Except for
restrictions that apply when dealing with government representatives, associates may pay
for reasonable business-related meals, refreshments and/or entertainment expenses for
customers and suppliers that are incurred only occasionally, are not requested or
solicited by the customer and are not intended to or could not reasonably be perceived as
affecting business decisions.
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H. | Marketing Activities |
Loral supports vigorous competition. We believe that enduring customer relationships are
built on integrity and trust. We seek to gain advantage over our competitors only through
superior research, engineering, manufacturing and marketing. It is our intention to win
business through excellent products and services, never through unethical or questionable
business practices. The marketplace requires the gathering of a wide range of information
in a systematic and legal manner. This information provides an understanding of the
industry structure and customer requirements for existing or potential products and
services of Loral. It is the policy of Loral that its associates, consultants, agents and
other representatives will gather only information to which the Company is legally
entitled. Loral will neither seek nor accept any information that is prohibited from
disclosure by law, regulation or policy of the customer. Associates must not:
| seek special treatment or data that are otherwise restricted; |
| attempt to improperly influence specifications to gain unfair advantage or limit competition; or |
| seek access to classified or officially restricted information. |
There must be no exchanges of unauthorized or so-called inside information or attempts to
induce competitor or government employees to violate the laws or their standards of
conduct by seeking information they cannot properly release or provide. There are severe
sanctions available to the government when the laws on procurement integrity are violated.
I. | Special Requirements When Marketing and Contracting with the Federal Government |
Law forms a foundation for Lorals business activities. We must conduct business in
accordance with the laws of the cities, states and countries where we operate. In
dealings with the United States government, Loral associates and other representatives who
perform legislative liaison, marketing, proposal and/or contract activities should be
especially sensitive to the following requirements:
i. | Gifts and Gratuities to Government Personnel | ||
The Company must comply with special standards of conduct in contracting with the federal government. Government representatives shall not be offered or given, either directly or indirectly, anything of value that they are prohibited from receiving by applicable law or agency regulations. Loral associates dealing with representatives of a particular federal agency are responsible for complying with that agencys standards of conduct. Where there is a question as to a particular agencys requirements under its standards of conduct, associates must contact Loral legal counsel for guidance. |
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Except as otherwise permitted by law or regulation, Loral associates are prohibited from paying for meals, refreshments, entertainment, travel or lodging expenses for any U.S. government employee or representative. One exception is that unsolicited items of less than $20 in value may be provided to government employees, such as a meal provided on-site to accommodate continuing business meetings with government employees, so long as items of value totaling no more than $50 are given by Loral to any single government employee in a calendar year. Loral associates doing business with state or local government officials are responsible for knowing and adhering to the rules that may apply to such state or local government employees. | |||
In certain instances where customs in foreign countries require the exchange of gifts, the Company may provide or accept the gift with approval of the Legal Department. Any gifts, other than those of nominal value received from representatives of these countries, will become Company property. | |||
ii. | Lobbying the Federal Government | ||
When engaging in lobbying activities with the federal government, Loral associates must comply with the Lobbying Disclosure Act of 1995 (Lobbying Act), the Byrd Amendment and related regulations. Lobbying activities are defined as any oral or written communication to certain executive and legislative officials made on behalf of a client with regard to certain federal matters and efforts in support of such communications, including preparation and planning activities, research and other background work, with some exceptions. | |||
The Lobbying Act is primarily a registration and reporting statute, which requires lobbyists (individuals or entities) to register with Congress and to submit quarterly disclosure reports of lobbying activities and semi-annual reports of certain campaign contributions. When a company registers on behalf of its employees who are lobbyists, the company completes the required filing. | |||
The Byrd Amendment both prohibits certain lobbying activity and requires reporting of other lobbying activity. The Byrd Amendment prohibits the use of funds received through government appropriations from being expended on certain lobbying activities. The Byrd Amendment also requires government contractors to file disclosure reports of lobbying activity to government agencies when requesting or receiving certain federal contracts, grants, loans or cooperative agreements. | |||
Finally, certain lobbying costs are unallowable under the Federal Acquisition Regulation. | |||
Loral associates must learn and adhere to these laws and regulations if they intend to engage in any lobbying activity with the federal government and must maintain complete and accurate records of all lobbying activity. Loral associates who intend to lobby state or local governments are responsible for knowing and adhering to the laws that may apply to such activities. |
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iii. | Restrictions on Obtaining Contractor Bid and Proposal or Government Source Selection Information | ||
Federal law prohibits contractors, their employees, representatives, agents and consultants from obtaining contractor bid and proposal or government source selection information related to any federal agency procurement before award of the contract. | |||
A contractors bid or proposal information includes any of the following information submitted to a federal agency in connection with a bid or proposal that has not been made available to the public: |
| Cost or pricing data; | ||
| Indirect costs and direct labor rates; | ||
| Manufacturing or other processes; | ||
| Proprietary information; | ||
| Information marked contractor bid or proposal information in accordance with applicable law or regulation or marked with any other appropriate restrictive or proprietary language under applicable laws or regulations. |
Government source selection information includes the following information prepared for use by a federal agency for the purpose of evaluating bids or proposals, if the information has not been publicly disclosed: |
| Bid prices submitted to an agency or lists of those bid prices; | ||
| Proposed costs or prices submitted to an agency or lists of those costs or prices; | ||
| Source selection plans or technical evaluation plans; | ||
| Technical evaluations, cost or price evaluations, competitive range determinations, rankings of bids, proposals or competitors or reports and evaluations of source selection panels, boards or advisory councils; | ||
| Other information marked as Source Selection Information according to applicable laws and regulations. |
If any doubt exists as to whether a particular piece of information can be rightfully obtained, the Loral associates or representatives who wish to obtain such information that has not been publicly released should first contact Lorals legal department. Further, unauthorized offers to provide proprietary or source-selection information must be refused and immediately reported to Loral legal counsel. Consequences for violations include suspension and debarment and exclusion from the procurement. |
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In addition to the restrictions discussed above, Loral associates should also be aware of the doctrine of unfair competitive advantage. This body of law provides that an offeror, in the context of a federal government procurement, may not obtain a competitive edge by allowing a former government employee to participate in the proposal preparation process, if that individual had access while employed by the government to non-public confidential or proprietary information that bears on the procurement. Such information may include the governments procurement planning materials or pricing or other data about a competitor. Moreover, to the extent the former government employee had access to this type of relevant information, that knowledge may be imputed to the rest of the Company unless certain formal precautions are taken, such as a firewall. Restrictions on employment discussions and hiring of government personnel are discussed in detail in the next section. Contact the Loral Legal Department to discuss appropriate measures concerning the hiring and work assignments of former government personnel. | |||
iv. | Employment Discussions and Hiring Government Personnel | ||
Loral associates must comply with two types of restrictions in this complex area of law: (1) restrictions on holding employment discussions with certain government personnel; and (2) restrictions on the types of tasks or assignments that current or former government personnel can perform for a private employer. Even if the revolving door laws permit discussions, no Loral associate should ever make employment discussions or employment contingent upon the government employee providing information to Loral that the Company is not authorized to receive. | |||
Loral associates are prohibited from holding employment discussions with certain government personnel who are participating personally and substantially in matters that may affect the Companys financial interests, including federal procurements in which Loral is a bidder or offeror. Employment discussions include a broad range of conduct, such as e-mail correspondence, the exchange of a resume or a conversation over lunch in which the possibility of employment is discussed. References to salary or other terms of employment are not necessary for a communication to constitute employment discussions. Loral associates must know and adhere to the relevant laws if they intend to engage in employment discussions with government personnel. | |||
In addition, even if Loral is permitted to discuss employment with a particular government employee, certain current or former government personnel are restricted from working on certain matters or contracts on behalf of private employers. These restrictions may depend on the type of position, grade level or responsibility the government employee had while working in the government and can last for one year, two years or a lifetime. | |||
The employment discussion and hiring restrictions for federal government personnel are complex; therefore, any questions should be presented to your supervisor or manager to obtain appropriate advice and guidance. |
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Sanctions available to the government for violations in this area include criminal and civil penalties, exclusion from the procurement competition, cancellation of the contract, and suspension and debarment from doing business with the government. These sanctions may be applied by the government to the Company, the government employee or the Company associate involved, as appropriate. | |||
v. | Truth in Negotiations Act | ||
All proposals submitted to the U.S. government must comply with provisions from the Federal Acquisition Regulation (FAR) that are contained in the solicitation and resulting contract. Some contracts and contract modifications are subject to the data disclosure requirements under the Truth in Negotiations Act. | |||
Where cost or pricing data are required to be submitted by the Company, such data must be accurate, complete and current as of the date of final agreement on price. Whether you are the contract negotiator, the cost estimator or the person responsible for furnishing the data to the cost estimator, you must ensure that the Loral data meet these FAR requirements: |
| Accurate means free from error; | ||
| Complete data means all facts that a prudent buyer or seller would reasonably expect to have an effect on price negotiations, e.g., historic cost data, vendor quotations, make or buy decisions and other management decisions that could have a bearing on cost; and | ||
| Current data means data that are up to date. Because many months may pass after the original proposal and price were submitted, data should be updated, i.e., through disclosure but not necessarily through use of the newer data, through the close of negotiations to ensure they are current. |
If you have any questions as to whether information is cost or pricing data that must be disclosed to the government, you should seek advice from Loral legal counsel. It is Lorals intention that all required cost or pricing information will be disclosed to the government. Falsely certifying facts or data used in government proposals and contracts, whether unintentionally or deliberately, is a violation of law, regulation and contract requirements and may subject the Company and involved associates to criminal and civil penalties or administrative action. | |||
vi. | Anti-Kickback Act | ||
Associates and representatives must comply with this law which prohibits any individual or company from providing, attempting to provide or soliciting, accepting or attempting to accept, any kickback. Kickback is defined as any money, fee, commission, credit, gift, gratuity, thing of value (including money, trips, tickets, transportation, beverages and personal services) or compensation of any kind that is provided directly or indirectly to any individual or company for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contract or subcontract/supplier relating to a prime contract. |
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In addition, certain government contracts contain clauses implementing the Anti-Kickback Act which require contractors to establish and follow reasonable procedures to prevent and detect possible kickbacks, and to report possible violations when there are reasonable grounds to believe that a violation has occurred. | |||
vii. | Organizational Conflicts of Interest | ||
It is Lorals policy to comply with the letter and spirit of the statutory and regulatory requirements regarding organizational conflicts of interest. Such a conflict may occur when, because of other activities or relationships, Loral may be unable or potentially unable to render impartial assistance or advice to the government, Lorals objectivity in performing the work is or might be otherwise impaired or the contractor/recipient has an unfair competitive advantage. | |||
Loral will not pursue a grant or contract that has the appearance of, or presents a conflict of interest and has not been approved in advance by the Loral Legal Department. All Loral personnel, agents, representatives, and consultants are responsible for ensuring that this policy is understood and, if any conflicts of interest are suspected, reporting it to their supervisor or the legal department for resolution. | |||
viii. | Purchasing and Subcontracting | ||
Because the value of subcontracts and purchase orders awarded by a U.S. government contractor can be substantial, the U.S. government has a strong interest and exercises great control over a contractors purchasing and subcontracting processes. Among other things, U.S. government requirements can affect the type of subcontract, the amount and type of competition required and the terms and conditions required to be included in vendor agreements and subcontract. It is Company policy to comply with all such restrictions and obligations. | |||
ix. | U.S. Government Property | ||
Loral is required to establish and maintain a system in accordance with federal requirements to control, protect, preserve and maintain all U.S. government property. Loral employees must be able to identify such property and track it through the Companys property records. Damage to or misappropriation of U.S. government property can result in a breach of contract charge or even imposition of civil penalties and criminal charges. More information on protecting company property is contained in Section N. | |||
x. | Contract Certifications and Representations | ||
The U.S. government requires contractors to make certain written representations and certifications in order to ensure that prospective contractors meet the qualifications of contract solicitations. In addition, during contract performance, there are a host of written attestations that a contractor such as Loral is required to make, including conformance reports, time and material records and other documents supporting our invoices for payment. It is imperative that all representations or certifications be complete and accurate. It is the duty of anyone making a certification or representation on behalf of Loral to determine its accuracy in advance. See also Section L, Accuracy of Documentation. |
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J. | Proper and Timely Reporting of Public Documents |
As a public company, it is of critical importance that Lorals filings with, and
submissions to, the Securities and Exchange Commission,and other public communications, be
fair, accurate and timely. Depending on his or her position with Loral, an associate may
be called upon to provide information required to assure that Lorals public reports are
complete, fair and understandable. Loral associates are expected to take this
responsibility seriously and to provide prompt and accurate answers to inquiries related
to Lorals public disclosure requirements.
K. | Internal Controls |
Loral has a detailed financial control structure and related procedures designed in
accordance with Section 404 of the Sarbanes-Oxley Act of 2002, which requires companies to
implement and evaluate internal controls for purposes of financial statement reporting
integrity. Assessing the quality of these internal controls involves a continuous process
of evaluating their design and operation and taking necessary corrective action to improve
them as required. Through discussions with supervisors and review of Lorals documented
practices and procedures, each associate must understand his or her role with regard to
Lorals overall control structure and related procedures. An associate should report as
soon as possible to his or her supervisor or other appropriate person in accordance with
Section 5 of this Code any potential concerns he or she may have with respect to either
his or her own role or performance or otherwise relating to Lorals control structure and
related procedures. Early identification of problems is critical to the strength of the
Companys controls, as well as maintaining compliance with the law.
L. | Accuracy of Documentation |
Loral associates create various forms of records including reports and correspondence,
which may be in hard copy or electronic media. Business records should include objective
and verifiable factual information and should be free from speculation and rumor, and from
ambiguous or misleading statements. Particular care must be taken to ensure that
statements made to the government and claims submitted to the government are accurate. The
government may impose severe penalties for false statements or false claims.
i. | Reporting Expense Reimbursements | ||
Those who submit expense reports and other forms requesting reimbursement must follow their division procedures. Expense reports should contain only charges actually incurred by the employee in furtherance of Loral business. Expenses should be accurately described so that unallowable expenses can be excluded from billings to the government. The finance department will provide guidance if you have any questions. |
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ii. | Reporting Labor Charges | ||
The accurate reporting of labor at Loral is both essential and mandatory because it is the source for the charging of direct labor and the distribution of overhead cost to a contract. You will accomplish this by either completing a labor timecard or voucher or by entering your time through an electronic labor reporting system. | |||
When you report time being charged to a specific contract, the following are some general musts to help you follow proper labor charging practices. You MUST: |
| Prepare your own voucher/timecard; | ||
| Record time as work is performed; | ||
| Obtain the charge number for the job(s) you are working on from your immediate supervisor or his or her representative; | ||
| Record time only for the job(s) on which you are working; | ||
| If you need to make a correction on a non-electronic labor reporting system, draw a line through the error and write the proper entry on the next line. You and your supervisor must initial each correction. For electronic labor reporting, notify your supervisor promptly of any corrections to incorrect entries; and | ||
| Check and follow your divisions specific guidelines for labor reporting. |
M. | Producing Quality Products |
Loral is committed to delivering products with the highest levels of quality and
reliability consistent with each customers requirements. To achieve this goal, each
associate must follow these guidelines:
| Make achievement of quality and excellence your personal goal; | ||
| Strive to do each job right the first time; | ||
| Comply with all contract requirements, including: |
| Design requirements; | ||
| Performing all inspections and tests specified in each contract; | ||
| Preparing all required reports accurately and completely; | ||
| Using only materials conforming to quality levels specified in each contract; and |
| Using only substitute materials that have been approved in writing by the customers representative. |
By providing quality products and services, not only do we meet our customers
requirements, but also we make the Company more competitive and stronger in the
marketplace.
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N. | Company Funds and Property |
All employees are responsible for safeguarding and making proper and efficient use of
Company funds and property by following procedures to prevent their loss, theft or
unauthorized use. Company funds and property include Company time; cash, checks, drafts
and charge cards; land and buildings; records; vehicles; equipment, including fax
machines, copiers and telephones; computer hardware and software; scrap and obsolete
equipment; and all funds and property.
The following are ways to protect company funds and property:
| Make sure expenditures are for legitimate business purposes; | ||
| Keep accurate and complete records of funds spent; | ||
| Use corporate charge cards only for business purposes or as specified in Company instructions; | ||
| Make sure computer and communications equipment and systems, including passwords or other methods used to access or transmit data, and the information they contain are protected against unauthorized access, use, modification, destruction or disclosure; | ||
| Use Lorals trademarks and service marks in accordance with Company instructions; and | ||
| Report actual or suspected loss, damage, misuse, theft, embezzlement or destruction of Company funds or property immediately to Tim Perry, Corporate Director of Security, by calling (650) 852-4345. |
O. | Following Security Guidelines |
While Lorals customer base is now primarily commercial companies, Loral continues to
contract with the United States government or its prime contractors. These contracts
require the Company to implement and maintain a system of security controls. As
associates of Loral, we all are individually responsible for safeguarding classified
information. The following are some of the key rules that associates must follow:
| Wear your badge prominently. | ||
| Notify your supervisor of any circumstances that might embarrass or damage the Company. |
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| Establish a system to ensure that unattended classified files are always locked. | ||
| Safeguard and transmit all classified material in accordance with government and Loral requirements. |
You are also prohibited from sending classified information via regular mail.
Additionally, you should never discuss classified information, company plans or related
information with family, friends or other unauthorized persons.
You should be particularly careful when using phones of any type, especially cellular
phones, for sensitive or classified conversations. This also applies to use of computer
terminals, facsimile machines, cell phone cameras and other equipment used to transmit
information or data.
If you have any questions about security matters, contact your immediate supervisor,
security representative or Tim Perry, Corporate Director of Security, at (650) 852-4345.
P. | Record Retention |
It is Loral policy to comply with all statutory and regulatory requirements for retention
of records, including those relating to U.S. government contracts and subcontracts. All
Loral personnel, agents, vendors, representatives and consultants are responsible for
ensuring that this policy is understood and is implemented consistently with these
requirements. The Company has many records retention requirements imposed on it, such as
those relating to federal and state tax returns and environmental compliance. It is
Company policy to comply with all records retention requirements, whether or not related
specifically to government contracts.
4. | WAIVERS OF THE CODE |
Except as otherwise provided herein or in any other document adopted or acknowledged by the
Company, any waiver of this Code for officers or directors may be made only by the Board of
Directors or a Board committee and will be promptly disclosed to stockholders if and to the
extent required by law or stock exchange regulation. Any waiver of this Code by employees
may be made only with the consent of the Companys General Counsel.
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5. | ADDITIONAL PROCEDURES FOR THE CEO AND SENIOR FINANCIAL OFFICERS |
All provisions of the Code bind the CEO, the CFO, the principal accounting officer or
controller and all persons performing similar functions (the senior financial officers).
In addition to the Code, the senior financial officers are subject to the following
additional specific policies:
A. All senior financial officers are responsible for full, fair, accurate, timely and
understandable disclosure in the periodic reports that are required to be filed by the
Company with the SEC and in the Companys other public communications. Accordingly, it is
the responsibility of each senior financial officer to promptly bring to the attention of
the management any material information of which he or she may become aware that affects the
disclosures made by the Company in its public filings or public communications or otherwise
assist the management in fulfilling its responsibilities.
B. Each senior financial officer shall promptly bring to the attention of the management
and the Audit Committee any information he or she may have concerning (a) significant
deficiencies in the design or operation of internal controls which could adversely affect
the Companys ability to record, process, summarize and report financial data or (b) any
fraud, whether or not material, that involves management or other associates who have a
significant role in the Companys financial reporting, disclosures or internal controls.
C. Each senior financial officer shall promptly bring to the attention of the management
and to the Audit Committee any information he or she may have concerning any violation of
the Companys Code, including any actual or apparent conflicts of interest between personal
and professional relationships, involving any members of management or other associates who
have a significant role in the Companys financial reporting, disclosures or internal
controls.
D. Each senior financial officer shall promptly bring to the attention of the management
and to the Audit Committee any information he or she may have concerning evidence of a
material violation of the securities or other laws, rules or regulations applicable to the
Company and the operation of its business, by the Company or any agent thereof, or of
violation of the Code or of these additional procedures.
E. The Board of Directors shall determine, or designate appropriate persons to determine,
appropriate actions to be taken in the event of violations of the Code or of these
additional procedures by the senior financial officers. Such actions shall be reasonably
designed to deter wrongdoing and to promote accountability for adherence to the Code and to
these additional procedures and shall include written notices to the individual involved
that the Board has determined that there has been a violation, censure by the Board,
demotion or re-assignment of the individual involved, suspension with or without pay or
benefits (as determined by the Board) and termination of the individuals employment. In
determining what action is appropriate in a particular case, the Board of Directors or such
designee shall take into account all relevant information, including the nature and severity
of the violation, whether the violation was a single occurrence or repeated occurrences,
whether the violation appears to have been intentional or inadvertent, whether the
individual in question had been advised prior to the violation as to the proper course of
action and whether or not the individual in question had committed other violations in the
past.
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6. | CERTAIN RULES AND REGULATIONS |
A. | Foreign Corrupt Practices Act |
Loral complies, and requires that all its associates worldwide and its joint ventures,
agents, distributors and other representatives comply with the letter and the spirit of
the Foreign Corrupt Practices Act (FPCA).
The primary purpose of the FCPA is to prohibit the payment of bribes, in any form, to
foreign officials in order to secure or retain business. Specifically, the FCPA prohibits
the giving or offering of anything of value (hereinafter referred to as bribes) to
foreign officials, foreign political parties or candidates for foreign political office in
order to obtain, keep or direct business or otherwise obtain a business advantage. It is
important to note that the FCPAs prohibitions are not limited to monetary payments but
can include a wide range of non-monetary benefits as well. Also prohibited are indirect
bribes made through an intermediary (such as an agent, representative or consultant)
knowing that there is a high probability that the intermediary will use all or a portion
of the bribe for a prohibited purpose.
In addition, the FCPA includes certain requirements with respect to accounting records
that are designed, among other things, to prevent concealment of bribes. The FCPA
requires that Lorals books, records and accounts be kept accurately to reflect all
transactions and disposition of Company assets. The following are specifically
prohibited: maintaining secret or unrecorded funds or assets; falsifying records; and
providing misleading or incomplete financial information for audit.
Violation of the FCPA may result in civil and criminal prosecution. Loral may be fined up
to $2 million or twice the gross gain or loss from the offense, whichever is greater. An
individual may be fined $250,000 or twice the gain or loss from the offense, whichever is
greater, and may be subject to imprisonment for up to five years. Loral will not pay fines
imposed on individuals. Loral will take all necessary disciplinary action, including
possible dismissal, against associates violating these policies.
There are three types of payments that may be permissible under the FCPA. The first is a
payment to facilitate or expedite performance of routine governmental action.
Facilitating or expediting payments are those that relate to the performance of
non-discretionary action. Examples include obtaining permits, licenses or other official
documents; processing governmental papers, such as visas and work orders; providing police
protection and mail pick-up and delivery; providing phone service; power and water supply;
loading and unloading cargo or protecting perishable products; and scheduling inspections
associated with contract performance or transit of goods across country. The second is a
payment that is reasonable in amount and is directly related to the promotion,
demonstration or explanation of a product or the execution of a government contract.
These payments may include travel and lodging expenses. The third is a payment that is
lawful under the written laws or regulations of a foreign country. The application of
these exceptions to a particular situation involves a legal
determination, and associates should consult with their legal department prior to
authorizing any payments under one of these exceptions.
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Loral has established procedures to reduce the likelihood of prohibited bribes by
intermediaries, i.e., joint venture partners or agents, distributors or consultants.
First, it is Lorals policy to obtain background information on the intermediary to assess
the potential for violation. Second, it is Lorals policy to enter into a written
agreement with respect to intended disposition of fees and compliance with the FCPA. All
such agreements must be approved by the legal department prior to execution.
Additional and more detailed information, guidelines and policies are available from your
divisions legal office, and associates are expected to comply with their divisions
requirements and guidelines. Because the status of certain types of payments may be
unclear, associates must review with the legal department of their division the nature of
any payments that raise potential FCPA concerns.
Any violations of the FCPA must be reported immediately to each divisions legal
department or to the corporate legal office. Because the immediate reporting of
violations or potential violations is a critical component of Lorals efforts to ensure
compliance with the FCPA, failure to report such violations could raise potential
questions about an associates knowledge of, or complicity in, a prohibited transaction.
Violations or potential violations may be reported without fear of retaliation for making
such a report.
B. | Export Control Laws |
The Company complies, and all of its associates are required to comply, scrupulously with
United States export control laws and regulations, including the Arms Export Control Act
and International Traffic in Arms Regulations; the International Emergency Economics
Powers Act; the Export Administration Act and the Export Administration Regulations;
embargo and trade sanctions laws and regulations (see 7.C. below); Anti-Boycott laws and
regulations; and Executive Orders pertaining to U.S. export control laws and regulations.
The Company and all of its associates are required to comply scrupulously with the
conditions, limitations, provisos, requirements and terms of all licenses and other United
States government authorizations (including, without limitation, export licenses,
technical assistance agreements and manufacturing licensing agreements) in connection with
any export, import, re-export, transfer, sale, marketing activity or proposal by the
Company.
Failure to comply with United States export control laws and regulations, or any licenses
or other United States government authorizations, can result in severe penalties for the
Company and the individuals involved. Any associate who violates export control
requirements would be subject to disciplinary action, including termination of employment,
and may be subject to civil and/or criminal penalties imposed by the United States
government.
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Many of the Companys products (hardware, software and technical data) and activities
(including certain marketing activities and proposals) are defined as defense articles
and defense services under the Arms Export Control Act and the International Traffic in
Arms Regulations (ITAR).
Associates should be aware that an export occurs under the ITAR by sending or taking a
defense article out of the United States in any manner (except by mere travel outside of
the United States by a person whose personal knowledge includes technical data);
disclosing (including oral or visual disclosure) or transferring technical data to a
foreign person, whether in the United States or abroad; performing a defense service on
behalf of, or for the benefit of, a foreign person, whether in the United States or
abroad; disclosing (including oral or visual disclosure) or transferring in the United
States any defense article to an embassy, or any agency or subdivision of a foreign
government (e.g., diplomatic missions); or transferring registration, control or ownership
to a foreign person of any aircraft, vessel or satellite covered by the U.S. Munitions
List, whether in the United States or abroad. Lawful permanent residents of the United
States (green card holders) and certain protected individuals (certain refugees,
asylees, etc.) are not considered foreign persons under the ITAR.
The export of defense articles and defense services requires the prior written
authorization of the United States Department of State, unless a specific statutory or
regulatory exemption applies. In certain instances, the prior written authorization of
the United States Department of State is required before making a sale or transfer, or
even a proposal to sell or transfer, defense articles, defense services and technical data
to certain countries, or to any persons acting on behalf of these countries, or that is
intended for use by the armed forces of certain foreign countries.
In addition, the ITAR place significant restrictions on brokers and brokering
activities concerning ITAR-controlled defense articles and defense services. The term
brokers is defined as any person who acts as an agent for another in negotiating or
arranging contracts, purchases, sales or transfers of defense articles or defense services
in return for a fee, commission or other consideration. The term brokering activities
is broadly defined to mean acting as a broker and includes taking any action to
facilitate the manufacture, export or import of a defense article or a defense services.
Note that international marketing representatives and other individuals or entities
retained by Loral or any of its associates may be deemed a broker and engaged in
brokering activities. With rare exceptions, the use of a broker or engaging in
brokering activities requires registration and prior notice to or prior approval by the
United States Department of State. In addition, brokers and brokering activities are
flatly prohibited for matters involving a country embargoed or otherwise proscribed by the
United States Department of State, including the Peoples Republic of China.
The export of other Company commodities, software and technology (including technical
data) is governed by the Export Administration Regulations (EAR), and the export of such
products and technology may require the prior written authorization of the United States
Department of Commerce. When economic sanctions are imposed against a foreign country,
the Companys exports and imports of commodities, software and technology to or from that
country may also require a license from the
U.S. Department of the Treasurys Office of Foreign Assets Control (OFAC). Associates
should be aware that an export occurs under the EAR and OFAC regulations by an actual
shipment or transmission of items (commodities, software or technology) out of the United
States, or the release of technology or software subject to the EAR to a foreign national
in the United States. Permanent resident aliens of the United States and certain
protected persons are not considered foreign persons under the EAR.
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To ensure full compliance with United States export control laws and regulations, all
associates should be aware of the following:
| Associates are responsible for complying scrupulously with United States export control laws and regulations, including all applicable export licenses and other export authorizations issued by the United States government. | ||
| Associates are responsible for seeking guidance and/or direction from the Companys Export Control personnel regarding export control issues before engaging in any exports. | ||
| Associates should be especially aware of the potential for exports in any dealings with foreign persons, such as going on foreign travel, hosting foreign visitors, having technical interactions with foreign persons or engaging in marketing activities that address technical issues. |
C. | Economic Sanctions Measures |
OFAC administers United States economic sanctions against foreign countries, entities and
individuals to counter external threats to the United States national security, foreign
policy or economy. Loral complies, and all of its associates are required to comply,
scrupulously with the more than 20 OFAC-administered sanctions programs. By law, U.S.
Persons are required to comply with these sanctions. U.S. Persons include: United
States citizens and permanent residents of the United States, wherever they are located;
all entities organized in the United States (including their foreign branches); and all
individuals, entities and organizations (collectively, Persons) actually located in the
United States. For the sanctions against Cuba only, all entities owned or controlled by
U.S. Persons, wherever organized or doing business (including foreign subsidiaries of
United States firms), are also required by United States law to comply. Loral is a U.S.
Person. Any associates of Loral, wherever located, who are United States citizens or
permanent residents are U.S. Persons. All Loral associates when in the United States (for
business or pleasure) are U.S. Persons. As a matter of Loral policy, associates of the
Company who are not U.S. Persons are also required to comply with OFAC-administered
sanctions at all times, as though they were U.S. Persons.
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The Company and all of its associates are required to comply scrupulously with the
conditions, limitations, provisos, requirements and terms of all specific licenses
issued to Loral by OFAC and of all general licenses contained in OFACs regulations
implementing the individual sanctions programs in connection with any export, import,
re-export, transfer, sale, marketing activity or proposal by the Company.
Violations of United States economic sanctions may result in the imposition of civil or
criminal penalties on individuals and, in certain cases, the entity for which they act.
Any associate who violates United States economics sanctions (or causes the Company to
violate such sanctions) would be subject to disciplinary action, including potential
termination of employment, in addition to any civil and/or criminal penalties imposed by
the United States government.
As of July 15, 2010, the countries covered by the most comprehensive United States
territorial sanctions are Cuba, Iran and Sudan. Less comprehensive territorial sanctions
are in force for Burma (Myanmar) and North Korea (the five countries collectively, Target
Countries). The sanctions apply not only to the territories of those countries but, in
the cases of Cuba, Iran, Burma and Sudan, also to entities controlled by their
governments, agents of such governments and, in most cases, residents of and Persons in
those countries. Although OFAC administers only a limited blocking program (see below),
the near-total export prohibition in place against Syria under the EAR and ITAR is in many
ways equivalent to a territorial sanctions program. Associates must review with, and
obtain the prior clearance of the legal department of their division for, any proposed
activities involving or benefiting the governments, government agencies, or
government-controlled entities of these countries (wherever located), or Persons or
service areas in these countries.
In addition, OFAC maintains, and frequently updates, its list of Specially Designated
Nationals and Blocked Persons (the SDN List), which contains the names of Persons
whose property and property interests are blocked pursuant to one of the sanctions
programs (Target Persons).1 Target Countries and Target Persons (including
Persons located in a Target Country with whom transactions are generally prohibited by
sanctions) are referred to collectively as Sanctions Targets. U.S. Persons, including
Loral and all of its associates are prohibited from engaging in transactions or dealings
with these Sanctions Targets directly or indirectly without a license from OFAC or
an applicable exemption. The SDN List can be found on OFACs website at
www.treas.gov/ofac. The OFAC website also keeps current the description of
Target Countries and other programs comprising the United States sanctions regime.
OFAC-administered sanctions programs are dynamic and are subject to change at any time.
1 | The SDN List covers specially designated nationals of the Target Countries, designated Persons in or related to, at July 15, 2010, former regimes in the Balkans, Iraq and Liberia, and current regimes in Belarus, Côte dIvoire (Ivory Coast), the Democratic Republic of the Congo and Zimbabwe, as well as designated terrorists and terrorist groups, designated narcotics traffickers, designated proliferators of weapons of mass destruction and other Persons related to UN Security Council sanctions (for example, in Lebanon, Syria and Somalia), their respective designated financiers and certain designated property (including entities) of these Persons. |
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Each sanctions program is different and responds to a different foreign policy context.
Associates must check on each programs scope separately with the legal department of
their division. Elements found in many of OFACs sanctions programs include prohibitions
on (1) dealing in a Sanctions Targets property and property interests, defined very
broadly to include assets, debts, contracts, contingent rights, patents, etc., including
interests involving only partial ownership (referred to as blocking or freezing the
property); (2) trade (exports, re-exports or imports) in goods, services and technology
with a Target Country or its government; (3) investment in a Target Country; (4)
performance of contracts with or in a Target Country; (5) transportation to or from a
Target Country; and (6) facilitation (financing, guaranteeing, approving, etc.) by a U.S.
person of a transaction with or benefiting a Sanctions Target where OFAC sanctions would
prohibit the transaction if done directly by a U.S. Person or from the United States.
The blocking, exportation of services and facilitation prohibitions are interpreted by
OFAC very broadly. OFAC-administered sanctions affect Lorals ability to enter into
contracts with or benefiting Target Countries, or with Persons on the SDN List. For
example, a satellite sale to a consortium that includes the Government of Sudan is likely
to require an OFAC license, and adequate time (at least 90 days and often three to six
months) must be allowed for this purpose. If new sanctions are imposed that block the
property of Persons with whom Loral has uncompleted contractual commitments, the Company
may be unable to perform under its contract, or may be required to obtain a license from
OFAC before resuming any activities under the contract. When sanctions prohibit
exportation of technology to a Target Country, an OFAC license may be required in
addition to a license under the EAR or ITAR. The sale of a satellite to a foreign Person
with the knowledge that this Person intends to lease substantial transponder capacity to,
for example, the Government of Iran or any other Target Country is likely to require an
OFAC license, under the facilitation prohibition in the Iran sanctions.
Most OFAC sanctions programs include a statutory exemption for trade in information and
informational materials in existence when the trade transaction is done, and not
controlled for national security, nonproliferation or terrorism purposes under the EAR.
OFAC distinguishes between the information itself and the equipment needed to transmit
the information. For example, OFACs Iranian Transactions Regulations state that the
exemption does not exempt ... or authorize ... the sale or leasing of telecommunications
transmission facilities (such as satellite links or dedicated lines) where such ... sale
or leasing is for use in the transmission of any data. (31 C.F.R. § 560.210(c)(4).)
Associates should not attempt to interpret the exemption except in consultation with
their legal department.
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To ensure full compliance with United States economic sanctions, all associates should be
aware of the following:
| Associates are responsible for complying scrupulously with United States economic sanctions, including the terms and conditions of any licenses, whether obtained by the Company for specific transactions or included in OFAC regulations. | ||
| Prior to entering into a contract with foreign entities, Loral associates are required to know their proposed customers who they are, what they do, where they are based and how they will use the goods, technology or software. |
Associates must seek advice from their legal department regarding economic sanctions
issues if a proposed transaction involves, directly or indirectly, a Sanctions Target.
7. | REPORTING VIOLATIONS |
Loral is committed to maintaining an environment in which associates may raise questions or
report violations or suspected violations of this Code and applicable governmental laws and
regulations without fear of retribution. Associates are encouraged to report all violations
or suspected violations of this Code or applicable government laws and regulations and to
talk to supervisors, managers or other appropriate personnel when in doubt about the best
course of action in a particular situation, using the methods outlined below.
Associates are expected to cooperate in internal investigations of misconduct. An associate
who reports his or her own violation may still be subject to disciplinary action. Voluntary
reporting of an associates own violation, however, will be taken into account by the
Company as a mitigating factor in determining the nature and extent of any disciplinary
action to which the associate may be subject.
Loral will not allow retaliation for good faith reports of misconduct by others made by
associates. Any person who believes that he or she has been subject to retaliation for
reporting a violation or possible violation may contact anyone designated below, and a
prompt investigation will be conducted.
Employment Practices. Violations or suspected violations relating to Lorals
Employment Practices policy (Section 2 of the Code) shall be reported as set forth below in
Section 7.C.
FCPA, Export Control or OFAC. Violations or suspected violations relating to
Lorals FCPA, Export Control or OFAC policy (Section 6 of the Code) shall be reported as set
forth below in Section 7.D.
All Other Code Provisions. Violations or suspected violations relating to all
provisions of the Code of Conduct (other than Employment Practices or FCPA, Export Control
or OFAC provision) shall be reported as set forth below in Section 7.A or 7.B, as
applicable.
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All associate reports will be forwarded to a specially assigned investigator, who will
review them and, if appropriate, commence an immediate investigation. Depending on
the nature of and personnel involved in the report, the investigator may be a member of
Lorals audit committee, corporate or division internal audit staff or the Companys legal
department or another appropriate individual. Communications between the associate and the
investigator will be kept confidential to the fullest extent possible.
A. | Employees. |
With respect to violations or suspected violations relating to all provisions of the Code
of Conduct (other than Employment Practices or FCPA, Export Control or OFAC provision), in
the case of an employee, such employee may contact:
| The employees immediate supervisor; or | ||
| The supervisors immediate supervisor; or | ||
| Avi Katz, Senior Vice President, General Counsel and Secretary of Loral Space & Communications Inc. The report may be made by calling (212) 338-5340, by fax to (212) 338-5320, by email to avi.katz@hq.loral.com or by mail to the following address: |
Avi Katz
Loral Space & Communications Inc.
600 Third Avenue
New York, New York 10016
Loral Space & Communications Inc.
600 Third Avenue
New York, New York 10016
B. | Directors, Officers and Any Other Non-Employees Subject to This Code. |
With respect to violations or suspected violations relating to all provisions of the Code
of Conduct (other than Employment Practices or FCPA, Export Control or OFAC provision), in
the case of a director, officer or any other non-employee subject to this Code, such
person may contact:
| Avi Katz, Senior Vice President, General Counsel and Secretary of Loral Space & Communications Inc. The report may be made by calling (212) 338-5340, by fax to (212) 338-5320, by email to avi.katz@hq.loral.com or by mail to the following address: |
Avi Katz
Loral Space & Communications Inc.
600 Third Avenue
New York, New York 10016
Loral Space & Communications Inc.
600 Third Avenue
New York, New York 10016
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C. | Reporting Harassment, Discrimination or Retaliation |
Associates who believe that they have been the subject of unlawful discrimination or
harassment of any kind are required to promptly report the matter to their direct manager
or supervisor. If an associate is not comfortable bringing a complaint to his or her
immediate manager or supervisor, please immediately report the complaint as follows:
Corporate Office | ||
Contact:
|
Daniel Medina | |
Director of Administrative Services | ||
Telephone #: (212) 338-5282 | ||
daniel.medina@hq.loral.com | ||
Space Systems/Loral | ||
Contact:
|
Valerie Jünger | |
Vice President, Human Resources | ||
Telephone #: (650) 852-4988 | ||
junger.valerie@ssd.loral.com |
Any manager or supervisor who becomes aware of unlawful discrimination or harassment of
any kind, including sexual harassment, has an obligation to report it promptly to Daniel
Medina at the corporate office or Valerie Jünger at SS/L, his or her direct manager, or
any member of the management or executive management team.
Investigation of complaint
Loral is committed to promptly investigating every complaint and effectively resolving any
instance of harassment or discrimination. Each person making a complaint, the alleged
harasser/discriminator and all knowledgeable employees have an obligation to cooperate
fully with an investigation. The investigation may include individual interviews with
those involved and, when necessary, with individuals who may have observed the alleged
conduct or may have relevant knowledge. The complaint and investigation will be handled
with sensitivity, under the direction of the Human Resources department and in some cases,
one or more members of the Executive management team, or an outside investigator.
Confidentiality will be maintained throughout the investigation to the extent practical
and appropriate under the circumstances, considering the sensitivities of all concerned.
Protection against retaliation for making a complaint
No one who objects to prohibited harassment or conduct, makes a good faith complaint, or
assists in an investigation will be subjected to punishment, coercion, intimidation or
retaliation. Retaliation is a serious violation of this policy and will be treated with
the same corrective action as would the harassment or discriminatory conduct itself. Acts
of retaliation must be reported immediately and will be investigated promptly.
Responsive action
Any person found to have committed prohibited discrimination, harassment or retaliation
will be subjected to disciplinary action up to and including termination.
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D. | Reporting FCPA, Export Control or OFAC Violations |
Associates shall report any suspected violations of export laws and regulations, economic
sanctions or export or other transactional authorizations issued by the United States
government, as follows:
Corporate Office | ||
Contact:
|
Avi Katz | |
Senior Vice President, General Counsel and Secretary | ||
Telephone #: (212) 338-5340 | ||
avi.katz@hq.loral.com | ||
Space Systems/Loral | ||
Contact:
|
John W. Rakow | |
Senior Vice President, Business and Legal Affairs | ||
Telephone #: (650) 852-7008 | ||
rakow.john@ssd.loral.com | ||
Paul Munninghoff | ||
Executive Director, Export Control and Administration | ||
Telephone #: (650) 852-6702 | ||
munninghoff.paul@ssd.loral.com | ||
Export Compliance Hotline |
||
Telephone #: (650) 852-7319 |
E. | Anonymous Ethics Hotline. |
Any illegal or unethical action can put a company in an awkward situation. Sometimes, the
unethical actions of a few people can destroy an entire company and can result in loss of
business, fines, penalties and ultimately debarment from government contracting. If you
are ever faced with an unethical situation, we need you to speak up. Silence never helps,
and, in fact, it can make an already bad situation much worse. Your voice, however, can
make a difference. Speak up if you have concerns about workplace issues such as the
following:
Theft
|
Conflicts of interest |
|
Fraudulent or inaccurate financial reporting
|
Improper contact with government officials |
|
Abuse of company resources
|
Harassment or discrimination |
|
Antitrust laws
|
Copyright laws |
|
Disclosure of confidential information
|
Environmental, health and safety laws |
|
Import/export laws
|
Improper gifts or gratuities |
|
Alcohol or drug abuse
|
Bribery or kickbacks |
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To report any of the above, speak with your immediate supervisor or other manager. If you
have already spoken with a member of management or if you simply prefer to remain
anonymous, call the Ethics Hotline.
How to Use the Ethics Hotline
Lorals Ethics Hotline is a simple, effective way to register your concerns about any
potentially unethical situation in your workplace. The toll-free Ethics Hotline is
available 24-hours a day, every day of the week, so you can even call from the privacy of
your own home. By calling the Ethics Hotline, you can remain completely anonymous
throughout the reporting process. No call-tracing or recording devices are ever used at
the Ethics Hotline. Even if you do choose to give your name, your call will be handled
with the utmost confidentiality.
When you call the Ethics Hotline, a Communication Specialist employed by an outside
compliance firm will ask you a series of questions to better understand the nature of your
concern. The Specialist then prepares a report that is forwarded for review and, if
appropriate, investigation, to an independent, non-employee compliance officer who handles
these matters for Loral. At the end of your call, you are given a report number, a
personal identification number (PIN), and a call-back date, after which you may follow-up
on your report. Simply reference the identification number when you call. If additional
information is needed from you before your concern can be resolved, you will be asked for
it when you call back.
Call the Ethics Hotline even if you dont have all of the facts. The independent
compliance officer will look into the information you can provide, attempt to verify it
and then take appropriate action.
The Ethics Hotline is not intended to be a substitute for meaningful communication between
you and your immediate supervisor. If you have questions or concerns regarding normal
operating procedures or suggestions for making your workplace more comfortable or
efficient, please bring them directly to him or her.
Ethics Hotline:
888-301-8628
Toll-free, anonymous, all day, everyday of the week
888-301-8628
Toll-free, anonymous, all day, everyday of the week
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