Investors
Code of Business Conduct and Ethics
INTRODUCTION
Amphenol’s reputation is one of its most important assets. That reputation has been, in large measure, earned through the honesty and integrity of our employees, officers and directors.
Any of us could, at some point, find ourselves facing a decision that directly or indirectly involves an ethical issue. While common sense and good judgment will often provide the direction needed to “do the right thing”, there will always be those situations where the right answer is not readily apparent. It is for this reason that a formal ethics program was developed.
This Code of Business Conduct and Ethics (“Code”) provides the people of Amphenol with an approach to dealing with ethical situations, information on available resources, and policy guidance on some of the more common ethical issues. It will help you understand the Company’s policy and the importance of ethical conduct for our continuing success. Everything that Amphenol is – a successful company dedicated to its customers, a leader in the community, a company of people who respect people – depends on a high standard of ethical conduct from each of us.
The Code can never cover all of the situations which will arise but it does establish guidelines for good behavior. If you have a question or are not sure about the proper action to be taken in a particular situation, please contact your superiors or the Amphenol Legal Department. Please be assured that all inquiries will be kept as confidential as is possible.
COMPLYING WITH LAWS, RULES AND REGULATIONS
All employees, officers and directors of the Company should respect and comply with the laws, rules and regulations of the U.S. and other countries, as well as the states, counties, cities, and other jurisdictions in which the Company conducts its business or the laws, rules and regulations that are applicable to the Company. Some specific areas of the law are set forth below. You should understand that these areas are not the only areas with which you should be concerned – all areas of the law are covered by our Code.
Insider Trading
Insider trading is both illegal and unethical. Federal and state securities laws prohibit the buying or selling of securities on the basis of material, non-public information. Regardless of level, those persons who are aware of material non-public information related to Amphenol or any other business, may not, directly or indirectly, use such material non-public information in purchasing or selling any securities of Amphenol or any other company. Persons prohibited from purchasing or selling the securities because they possess material, non-public information, may not have any other person purchase or sell securities on their behalf. Any purchases or sales made by another person on their behalf will be attributable to them. Material non-public information may not be disclosed to any person outside Amphenol (including relatives, friends or business associates and regardless of the purpose for which such disclosure may be made) until authorized Company officials have adequately disclosed the information to the public. If you have any questions regarding the improper use or disclosure of material information, please contact the Amphenol Legal Department.
Anti-Trust
Amphenol works hard to win business and provide outstanding service. However, we do not allow any action by any employee of the Company or any agreement or understanding that in any way illegally “restrains trade” i.e., which limits free competition. This includes any understanding or agreement with any of our competitors to fix or control prices, terms of sale, costs, profits, etc. There are potential fines and jail sentences for people who violate these laws. If you have any questions as to whether any action or proposed action violates or will violate any trade regulations or in any way restricts fair competition, please contact the Amphenol Legal Department.
Foreign Corrupt Practices Act
Amphenol follows the laws and business practices where we operate whether in the United States or any other country throughout the world. This means that the standards and guidelines set forth in this Code apply equally to all of our companies and employees regardless of where business is being conducted.
The Foreign Corrupt Practices Act is the major U.S. law that governs business conduct outside of the United States. The Foreign Corrupt Practices Act prohibits Amphenol, which includes all Amphenol companies and operations, from making any payments or offers of payments to anyone in a foreign government or foreign political party in order to obtain or to retain business. The Foreign Corrupt Practices Act also prohibits Amphenol from paying commissions to third parties who in turn pay officials in any foreign government or political party in order to obtain or to retain business. Violations of these laws can lead to potential fines and jail sentences. If you have any questions regarding the Foreign Corrupt Practices Act, please contact the Amphenol Legal Department.
Environmental, Health and Safety
We are committed to protecting the environment in which we live. We recognize our collective responsibilities to work to keep the environment clean and safe for future generations. Accordingly, Amphenol follows the environmental laws and regulations of the countries and communities where we operate. We also want to insure a safe and healthy work environment for all of our employees. Amphenol employees must follow all safety and health laws and regulations of the countries and communities where we operate and all related rules, regulations and procedures issued by the Company. If any employee feels that there is some operation which may not be safe or which is not adhering to local laws and regulations or related Company requirements or which does not meet any of the codes of the countries in which we operate, you must promptly notify your superiors or the Amphenol Legal Department.
CONFLICTS OF INTEREST
All employees, officers and directors of the Company should be scrupulous in avoiding a conflict of interest with regard to the Company’s interests. A “conflict of interest” exists whenever an individual’s private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that make it difficult to perform his or her Company work objectively and effectively.
Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position with the Company, whether received from the Company or a third party.
Conflicts of interest are prohibited as a matter of Company policy, unless the conflict situation has been approved by the Board of Directors. Any material transaction, in which the Company as one party, and an employee, officer or director or an immediate family member, as a second party, has a direct or indirect material interest, requires review and approval by the Board. Any such proposed transaction must be reported to the General Counsel of the Company who will report the matter and his findings to the full Board or to non-management members of the Board of Directors, as appropriate. Any director with an interest in the transaction will be required to recuse himself from the review and approval process. Following any such review, the Board of Directors would determine whether such transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders, taking into consideration whether the terms of the proposed related party transaction are no less favorable to the Company than those available with unrelated third parties.
Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your superiors or the Amphenol Legal Department.
CORPORATE OPPORTUNITY
Employees, officers and directors are prohibited from (a) taking for themselves personally, opportunities that properly belong to the Company, e.g., opportunities that are discovered through the use of Company property, information or position; (b) using Company property, information or position for personal gain; and (c) competing with the Company. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
CONFIDENTIALITY
Employees, officers and directors must maintain the confidentiality of nonpublic information entrusted to them by the Company or its suppliers or customers, except when disclosure is authorized by the Amphenol Legal Department or required by law. Whenever feasible, employees, officers and directors should consult with the Amphenol Legal Department if they believe they have a legal obligation to disclose Company confidential information or confidential information acquired from a supplier or customer of the Company.
The Company has a great deal of confidential information. “Confidential Information” includes all non-public information (including information held in electronic as well as in traditional written form) that might be of use to competitors of the Company, or might be harmful to the Company or its customers if disclosed. This includes new product designs, technical information on our products or our development of new products or manufacturing processes as well as internal financial or costing data, data on suppliers, customers or employees and information relating to contemplated Company transactions. This information must be kept confidential. It may not be transferred outside the Company either by mail or electronically or physically taken out of the Company without the approval of an appropriate senior management employee, a Company officer or the Amphenol Legal Department.
Confidential information may not be given to anyone outside of the Company or to another employee who clearly does not have a “need to know” such information to do their job. Confidential information is very important and must be protected.
FAIR DEALING
We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited.
Each employee, officer and director should endeavor to deal fairly with the Company’s customers, suppliers, competitors, officers and employees. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
PROTECTION AND PROPER USE OF COMPANY ASSETS
All employees, officers and directors should protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets should only be used for legitimate business purposes. The use of Company funds or assets for any unlawful, improper or unethical purpose is strictly prohibited. This includes (i) bribes, kickbacks or other "influence" payments to any party, including government officials, customers, vendors, union representatives or others, (ii) excessive payments for goods and/or services and (iii) payments for goods and/or services to related parties which have not been approved by the Board of Directors.
Amphenol has a policy to maintain accurate records fairly reflecting the Company’s transfer and disposal of assets. No undisclosed or unrecorded funds or assets of the Company are to be established for any purpose. Employees must make sure that all Company assets are protected and properly recorded and, if used outside the Company, returned in a timely fashion.
All employees are prohibited from receiving payments or gifts of significance from government officials, customers, vendors or any other non-Company source related to Company business.
FINANCIAL CONTROLS
Employees must make sure that payments made on behalf of the Company are approved in accordance with applicable Company policy and procedures and made with the appropriate and accurate supporting documentation. All employees must ensure that all business expense reimbursements by the Company, in terms of Company paid meals, travel, entertainment or other business expenses, are correctly and accurately reported and approved in accordance with applicable Company policies and procedures.
FINANCIAL REPORTING AND ACCOUNTING COMPLAINTS
As a public company, it is of critical importance that the Company’s filings with the United States Securities and Exchange Commission be accurate and timely.
Depending upon their position with the Company, employees, officers or directors may be called upon to provide necessary information to assure that the Company’s public reports are complete, fair and understandable. The Company expects all employees, officers and directors to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.
The Company’s policy is to comply with all applicable financial reporting and accounting regulations applicable to the Company. If any employee, officer or director of the Company has any concerns or complaints regarding questionable accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise) to his or her superiors, to the Amphenol Legal Department, or to the hotline phone number posted on employee bulletin boards throughout the Company. All submissions to the hotline phone number may be made anonymously.
False or artificial entries, including transactions supported by false documentation with the intent to disguise the recipient, origin or purpose of the transaction are not to be made in the books and records of the Company for any reason.
EMPLOYMENT PRACTICES
Amphenol complies with all local Fair Labor Standards, Protective Labor requirements, Safety and Health Standards, including but not limited to child labor, work hours limitations, minimum wage, overtime, statutory benefits, and collective bargaining.
Amphenol is an equal opportunity employer in terms of hiring, promotions and, should it be necessary, termination.
Amphenol does not tolerate any form of harassment, sexual, sexual orientation, including gender identity, or otherwise, nor does it tolerate inappropriate remarks or abusive actions by any of its employees, officers or directors.
Amphenol does not tolerate illegal drug use. Amphenol does not allow the use, sale, transfer or possession of any illegal or controlled substance by any person while on Company property or Company business.
Amphenol welcomes questions about the Company, our policies and procedures, our strategies and goals, and the results that are generated by the Company. Amphenol encourages all employees to make suggestions for improving the Company.
REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
Employees are encouraged to talk to supervisors, managers or other appropriate Company personnel, including the Amphenol Legal Department, about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. Employees, officers and directors who are concerned that violations of this Code or that other illegal or unethical conduct by employees, officers or directors of the Company has occurred or may occur, should contact either their supervisors or superiors. If an employee does not believe it appropriate or are not comfortable approaching his or her supervisors or superiors about his or her concerns or complaints, then he or she may contact either the Amphenol Legal Department or the Audit Committee of the Board of Directors or call the hotline phone number posted on employee bulletin boards throughout the Company. If his or her concerns or complaints require confidentiality, including keeping his or her identity anonymous, then this confidentiality will be protected, subject to applicable laws, regulations or legal proceedings.
NO RETALIATION
Amphenol will not permit retaliation of any kind against good faith reports or complaints of violations of this Code or other illegal or unethical conduct.
AMENDMENT, MODIFICATION AND WAIVER
This Code may be amended, modified or waived by the Board of Directors and waivers may also be granted by a designated committee of the Board, subject to the disclosure and other provisions of the Securities Exchange Act of 1934, and the rules thereunder and the applicable rules and standards of the New York Stock Exchange.
FAILURE TO FOLLOW CODE PROVISIONS
Failure of an employee, officer or director to follow the provisions of this Code may result in disciplinary action up to and including discharge in addition to any civil or criminal liability that might result from the offender’s actions. The Amphenol Human Resources Department will be notified of and participate in any investigations undertaken in connection with such an action.
A FINAL WORD
Please note that this Code does not specifically cover all types of conduct nor does it answer all of the questions you may have. If there is any doubt whether you should do something, it is best to think of the following question: “If I took the action and it became public, would Amphenol or I be embarrassed by it or subject to any disciplinary action?” If the answer is yes, don’t’ do it! If you are not sure, seek advice from your superiors or the Amphenol Legal Department or call the Amphenol hotline phone number posted on employee bulletin boards throughout the Company.
