Business Conduct Policy

 

FOREWORD

BEN strives to conduct its business in strict conformity with all applicable laws and the highest ethical standards. The Company expects each of its representatives (Partners, Managers, Employees, free-lance Consultants) and business partners involved in BEN activities (hereinafter individually referred to as BEN Representative) to abide by the policies stated in this Policy in all dealings with customers and suppliers of Company, with all other third parties doing business (or interacting in some other fashion) with the Company and with their fellow BEN Representative.

The general standards to be applied by BEN Representative, consultants and Partners conducting their activities as representatives of the Company are:

Honesty – to be completely honest and not engage in any manipulation, concealment, deception or misrepresentation of any kind.

Integrity – to do what is right and ethical and what has been promised.

Respect and Equal Treatment – to treat everyone with dignity and not engage in or tolerate harassment or discrimination of any kind, especially any based on race, colour, ethnicity, religion, gender, age, disability and veteran or marital status.

Compliance with Laws – to comply fully with all applicable laws and governmental rules and regulations (“Applicable Laws”).

Loyalty to the Company – to put the interests of the Company before personal interests when acting as a BEN Representative, including not taking personal advantage of opportunities that belong to the Company.

Fair Dealing – to deal fairly with the Company’s customers and suppliers, fellow BEN Representatives and anyone else doing business or engaged in some other fashion with the Company and not to offer or accept any improper inducements or otherwise attempt to make or influence any decision improperly.

Protection of the Company’s property – to protect the assets and property of the Company, including its confidential information, and to use those assets and properties only in the furtherance of the Company’s business.

Implementation of the Standards – to report to a supervisor, or other appropriate manager or Company personnel, any violations or possible violations of Applicable Laws or this Code of Business Conduct and Ethics and to seek guidance from a supervisor or other appropriate Company personnel when in doubt about the best course of action to take in a particular situation.

This Policy has been adopted by the BEN to deter wrongdoing, to promote honest and ethical conduct, to foster compliance with the letter and the spirit of all Applicable Laws by all BEN Representative of the Company, and to assure proper disclosure of financial information in the Company’s financial statements, in the filings with, or submissions to, the Securities and Exchange Commission and in other public communications made by the Company.

The remainder of this Policy deals more specifically with (a) circumstances in which the personal interests of any BEN Representative may come into conflict with the Company's interest; (b) protection of confidential information; (c) treatment of Company opportunities; (d) fair dealing; (e) protection and proper use of Company assets; (f) compliance with Applicable Laws; (g) political activity, payments and gifts; and (h) the Foreign Corrupt Practices Act. It also sets forth procedures to be followed to report any illegal, unethical or dishonest behaviour.
 

CONFLICTS OF INTEREST

No BEN Representative shall engage in any conduct that might result in or be perceived to result in a conflict between the personal interests of the BEN Representative and the best interests of the Company without first obtaining clearance from the responsible unit. Each BEN Representative is expected to test his/her conduct and its probable effect on the Company in accordance with exacting personal standards of integrity and loyalty. Whenever any question of possible conflict arises, the BEN Representative is expected to follow the procedure described above.

This policy and review process also applies to possible conflicts resulting from the activities of members of a BEN Representative’s family or household and the BEN Representative’s close relatives.

It is impossible to describe precisely all situations which may give rise to a conflict with the best interests of the Company, but some of the more obvious circumstances in which conflicts are most likely to occur are:

a. Owning any significant direct or indirect interest in any supplier, customer or other organization doing or seeking to do business with the Company, or any competitor of the Company. As a guideline, ownership of one percent or less of the securities of any such organization listed on a recognized United States stock exchange or otherwise publicly traded is regarded as an insignificant interest.

b. Acting as an officer, director, BEN Representative, consultant, or representative, or in any other comparable capacity, for any supplier, customer, or other organization doing or seeking to do business with the Company, or for any competitor of the Company, without specific Company approval.

c. Accepting from or offering to a supplier, customer, or any other organization doing or seeking to do business with the Company, any compensation, fees, commissions or other payments, loans, services or other items of value, including gifts, travel, or entertainment, except those of only nominal value that are commonly accepted as normal business courtesies or which are made available under Company-approved supplier promotional programs.

d. Acquiring, directly or indirectly, or turning to the BEN Representative's personal advantage, or to the advantage of any other person or organization, any business or financial opportunity learned about or encountered in the course or as a result of activities as a BEN Representative, or any which ought to be available to the Company for some other reason.

e. Engaging as an individual in any significant sale, lease or purchase transaction with the Company, either directly or indirectly.

When there is any question of possible conflict, all the pertinent facts should be disclosed promptly to the BEN Representative's responsible unit.
 

CONFIDENTIAL INFORMATION

The Company expects every BEN Representative to treat as confidential all information about the Company and its business and financial affairs which is proprietary or otherwise not generally revealed to third parties. A BEN Representative must not disclose or use such information other than to perform his or her responsibilities as a BEN Representative. Any disclosure of such information should be limited to authorized Company personnel or agents or persons with whom the Company is conducting business who need to know it. These obligations also apply to information received in confidence by the Company from suppliers, customers, and other third parties doing business or otherwise interacting with the Company.

Many kinds of confidential information exist. Among the most important examples are information, data and analyses concerning: the information collected from Clients regarding their activities and projects; the Company's marketing and sales plans and activities (including details of costs, pricing and product or service offerings); the Company’s financial and operating plans and practices, including distribution methods; the Company’s customers and all past, present and prospective transactions with them (including all contracts, quotations, bids and proposals); and the Company’s suppliers and all past, present and prospective transactions with them (including supplier pricing, quotations or project information). Every precaution should be taken to preserve the confidentiality of all such information, data and analyses unless and until specifically released in writing by senior management for general publication or otherwise made public by Company officials.

No BEN Representative shall, either directly, or indirectly through family members or third parties, purchase or sell stock of publicly-traded companies on the basis of material, non-public information received or learned while acting as a BEN Representative or share such information with any person to use in connection with their purchase or sale of any publicly-traded security. Material information is any information which could reasonably be expected to either affect the price of, or the decision to buy or sell, the stock of any company. Non-public information is any information not available to the public generally and, although it clearly includes all confidential information, it may have broader application. This prohibition applies to any non-public information of suppliers, customers, other third parties doing business with or otherwise interacting with the Company or competitors of the Company.

The obligations not to disclose or improperly use any information regarded as confidential by the Company (or by its suppliers, customers or other third parties covered by this policy) continue even after the BEN Representative is no longer employed by the Company.

If a BEN Representative’s service with the Company ends for any reason, he or she must deliver to the Company, prior to leaving, all correspondence, files, reports, memoranda, records, manuals, presentations, sales reports, customer lists, customer and supplier business cards, quotation, bid or proposal files or materials, job folders, notes, drawings and any other material pertaining to the Company’s business or financial affairs, which may be in the BEN Representative's possession or under his or her control, and any information received from any supplier, customer or third party which is subject to this policy. This obligation pertains to information, data or material whether it is in writing, in electronic form or encoded or recorded on some other media. Returning the items described does not in any way relieve the BEN Representative of the obligation of confidentiality set forth above.
 

BUSINESS CONDUCT

Dealings with the Company’s customers, suppliers, competitors and other Company BEN Representative shall be undertaken in a manner that is completely honest and that does not take unfair advantage of any person through manipulation, concealment, abuse of confidential or other privileged information or misrepresentation of material facts.

Each BEN Representative is charged with the responsibility of protecting and properly using the assets of the Company. Use of the Company’s assets (including use of computers, phones, copiers, the electronic mail system and Internet facilities) is limited to use that will further the business and other objectives of the Company. Incidental, personal use of Company assets may be permitted so long as it does not interfere with the BEN Representative’s work or with the activities of fellow BEN Representative. Any BEN Representative found to be engaging in, or attempting, theft of any property of the Company, including documents, equipment, intellectual property, personal property of other BEN Representative, cash or any other items of value will be subject to termination and to possible criminal proceedings. All BEN Representative have a responsibility to report any theft or attempted theft to the Company’s management.

Full-time BEN Representatives are permitted to engage in employment opportunities outside of normal Company working hours. However, any such employment shall not compete with the Company, shall not interfere with the ability of the BEN Representative to devote full-time to his or her work and shall not be furthered by using assets of the Company such as supplies, computers, telecommunications equipment and copiers.

Sales or purchases of material, supplies and service for the Company shall be accomplished in a manner that obtains the best value for the Company, while considering only merits such as quality, performance and price. No attempt should be made to influence or affect purchase or sale decisions improperly. Solicitation of gifts in any amount is improper.
 

COMPLIANCE WITH LAW

Each BEN Representative shall comply fully with all Applicable Laws, including without limitation, employment, discrimination, health, safety, antitrust, securities and environmental laws.

The Company maintains books, records and accounting controls designed to accurately reflect financial transactions as they occur. This policy prohibits the Company and its BEN Representatives from making payments directly or indirectly to officials of foreign governments for the purpose of influencing such governments in obtaining or retaining business.

No BEN Representative shall engage in the practice of making improper payments to foreign officials or any other foreign or domestic person or organization for the purpose of obtaining or retaining business or for any other inappropriate purpose in violation of any Applicable Law. Specifically, this means that no BEN Representative shall, in violation of any Applicable Law, offer or make, directly or indirectly through any other person or firm, any payment of anything of value (in the form of compensation, gift, contribution or otherwise) to:

1. Any person or firm employed by or acting for or on behalf of any customer, whether private or governmental, for the purpose of inducing or rewarding favourable action by the customer in any commercial transaction; or

2. Any person or firm employed by or acting for or on behalf of any governmental agency, for the purpose of inducing or rewarding any action or the withholding of any action by such agency in any governmental matter.

All agreements with consultants, agents, or representatives shall be in writing, and payments thereunder shall be made by check, bank wire, or in any other manner satisfactory to the Company and consistent with internal auditing procedures. Each agency, consultant or representative agreement shall include a covenant that the agent, consultant or representative will comply with all Applicable Laws in acting on the Company's behalf and shall require the agent, consultant or representative to submit a report describing the services he or she has rendered on behalf of the Company. For the purposes of this Policy, the terms "agent," "consultant," or "representative" shall mean any independent contractor retained by the Company to assist in procuring business, facilitating performance of obligations, or acting as liaison under sale contracts.

For any agent, consultant or representative who may be retained to act on the Company's behalf in a foreign country, the officer or BEN Representative recommending the agent must prepare a report which includes the following information:

a. The identity of the proposed agent, consultant or representative including a description of the facilities and staff available for the proposed undertaking;

b. The identity of any subagents that will be employed by the agent, consultant or representative;

c. The services to be performed;

d. An explanation of the need for and selection of the particular agent, consultant or representative;

e. The compensation for the agent, consultant or representative, which, in no event, shall exceed fifteen percent (15%) unless written approval has been obtained from the Vice President and General Counsel;

f. An explanation of any accommodations to the agent, consultant or representative such as payments to be made outside the country of residence, outside the place where services are to be performed or to a numbered bank account; and

g. A statement as to whether the employment of the agent, consultant or representative will be disclosed or known to customers or any potential customer in the country in which the agent, consultant or representative performs services and, if not, the reasons for not having it known.

If any officer or BEN Representative has reason to believe that the agent, consultant or representative has breached any covenant of the applicable agreement or violated this Policy in any fashion, he or she shall report this information to the appropriate officer or department head and to the Vice President and General Counsel. Upon receiving such information, the Vice President and General Counsel shall be responsible for directing an investigation of the matter.

The provisions of this Section are not intended to apply to ordinary and reasonable business entertainment or gifts not of substantial value, customary in local business relationships, and not violative of law as applied in that environment. In some countries (but not all countries and particularly not the United States), it may be acceptable to make such insubstantial gifts to minor government officials where customary in order to expedite or secure routine administrative action required in the orderly conduct of operations. When customer organizations, governmental agencies or others have published policies intended to provide guidance with respect to acceptance of entertainment, gifts or other business courtesies by their BEN Representative, such policies shall be respected.
 

POLITICAL ACTIVITIES

While the Company recognizes personal political contributions by a BEN Representative on an individual basis as an exercise in good citizenship, the Company reaffirms that unlawful contributions must not be made with Company funds or be reimbursed from Company funds by any means. The Company also recognizes the right of BEN Representative to engage in political activities on a personal basis, including political party membership of the BEN Representative's choice, support of individual candidates for public office, non partisan service at the polls and, if consistent with the BEN Representative's duties, seeking and holding elective or appointive public office. However, such activities shall not be carried out using Company facilities or resources or on Company property.

The giving of anything of value to secure favoured treatment from a political or governmental official of any kind is unlawful in any form. The offer to pay or payment of any such compensation, fee, gift or other consideration of any kind, either directly or through an agent or other intermediary, is strictly prohibited. All BEN Representative are expected to report any requests of an official for such payments to his/her immediate supervisor, who should refer this information to the responsible Vice President.
 

EXECUTION OF THIS POLICY

Responsibility for the compliance with this Code of Business Conduct and Ethics rests with all BEN Representatives and their respective supervisors. The responsibility to communicate the requirements of this Code of Business Conduct and Ethics to BEN Representative rests with their respective supervisors. All BEN Representative are expected to review this Policy and sign the relevant engagement upon employment or engagement.

Each BEN Representative shall report all actual or potential violations of Applicable Laws or this Code of Business Conduct and Ethics to his or her immediate management supervisor. To the fullest extent possible, the identity of a BEN Representative making a report shall be kept confidential. Reports of all violations will be investigated by the Company to the extent warranted by the circumstances.

Supervisors are strictly prohibited from retaliating against any BEN Representative who makes a good faith report of any actual or potential violation of any Applicable Law or this Code of Business Conduct and Ethics. Any such retaliatory action will subject the supervisor to disciplinary action. In addition, supervisors will be subject to disciplinary action for a violation of any Applicable Law or this Code of Business Conduct and Ethics by a subordinate BEN Representative to the extent such violation results from inadequate supervision or a lack of diligence on the part of the supervisor.

Violations of any Applicable Law or the standards contained in this Code of Business Conduct and Ethics will result in disciplinary action, which may include termination of employment, referral for criminal prosecution and reimbursement to the Company for any losses arising out of the violation. Any BEN Representative who fails to report a violation or deliberately withholds relevant and material information concerning a violation of Applicable Law or this Code of Business Conduct and Ethics will also be subject to disciplinary action.