Code of Conduct
This Code of Conduct sets forth the ethical and professional guidelines that govern FULTER LOGISTICS and its employees. Below is the complete content divided by topics.
The purpose of our Code of Conduct is to establish a common and cohesive framework with a standard set of guidelines to drive ethical business decisions and practices. This is especially necessary for us to work effectively with a diverse global base of multicultural clients, service providers, and complex networks of governmental agencies.
Although we recognize the complexity of the international landscape, we not only encourage but require the escalation of any issue that needs clarification based on terminological or cultural differences.
This Code of Conduct (sometimes referred to herein as this “Code”) applies to all employees of Fulter Logistics and all its subsidiaries and affiliated companies (collectively referred to herein as the “Company” or “Fulter Logistics”), wherever they are located. In this Code, references to “we,” “our,” “us,” and similar terms refer to the Company, and references to “employees,” “officers,” “directors,” or specific officer titles refer to the employees, officers, directors, or specific officers of the Company (collectively “employees”), in each case, unless the context explicitly requires a different meaning.
In some cases, this Code of Conduct summarizes more comprehensive guidelines or policies. In the event of any discrepancy between this Code and a more comprehensive guideline or policy, the more comprehensive guideline or policy shall prevail.
Our core corporate values are an integral part of our daily conduct. Below are the values that must be part of each of our daily work lives:
✓ Proactivity
a) Responsibilities. Our employees are responsible for familiarizing themselves with the legal obligations that accompany their roles and assigned duties as representatives of the Company and for acting in a manner that reinforces these obligations. If a situation arises that causes someone to question how to proceed, the Human Resources department or our External Legal Advisors are available to provide guidance and consultation. It is always best to seek advice before taking action.
d) Consequences. Any employee who violates the policies set forth in this Code will be subject to appropriate disciplinary measures, up to and including dismissal. In cases involving criminal offenses, we may report them to the relevant authorities and assist judicial agencies in prosecuting the individuals involved.
It is our policy that the Company, its employees and agents, affiliates, partners, and all Suppliers comply with all applicable laws and governmental regulations related to the Company’s management activities.
a) Conflicts of Interest. Employees must avoid situations in which their personal interests are, or may appear to be, in conflict with their responsibility to act in the best interest of the Company. In most cases, this means that an employee who has a potential or actual conflict of interest should refrain from making decisions on behalf of the Company until the conflict is resolved. A conflict of interest exists when a person’s personal involvement or financial affairs may negatively affect their judgment in fulfilling their duties to the Company. Even when a conflict of interest is more theoretical than real, it is important to reach a resolution quickly. If it is unclear whether a conflict of interest may exist, the situation should be referred to the External Legal Advisors for guidance before taking any action. It is not practical to describe every situation in which a conflict of interest may arise. The examples below should be considered general guidelines and not an exhaustive list. A conflict of interest may exist when:
d) Contracts and Agreements. It is the policy of the Company that all business transactions be reflected in a written contract, bill of lading, or written terms and conditions.
Giving gifts and providing entertainment in a business environment is a common way to establish and build relationships. However, our intention must be that such gifts and events are customary and consistent with both FULTER LOGISTICS’ policies and applicable laws and regulations, including all anti-corruption laws and policies. We must ensure that these business courtesies are not given or received in order to gain or offer any type of unfair advantage, that they are of reasonable value, always in kind (i.e., not cash or other monetary or redeemable gifts such as gift cards), and that they are given or received infrequently.
The provision of gifts, travel, and entertainment is covered and governed by the Company’s Travel and Expense Policy in conjunction with the Company’s Anti-Corruption Policy, which can be found on ENAXIS or requested from FULTER LOGISTICS’ Human Resources. You are expected to have reviewed and understood these policies before (a) receiving gifts, travel, or entertainment, or (b) providing any gift, travel, or entertainment on behalf of FULTER LOGISTICS or for which you seek reimbursement from FULTER LOGISTICS.
a) Misuse of Confidential or Proprietary Information. Employees may become aware of the Company’s confidential or proprietary information related to personnel, strategic, technical, commercial, financial, and other matters. This information may also include intangible assets of the Company, such as trade secrets, software, or other intellectual property rights. Such information may be considered confidential whether or not it is specifically labeled as such. Our policy is to maintain the confidentiality of Company information unless a person is authorized to disclose the material. In addition to Company policy, the law may also impose obligations on individuals to keep Company information confidential. For example, directors and officers have fiduciary duties of loyalty and care to the Company and its shareholders. These duties often require directors and officers to maintain the confidentiality of Company information when doing so is in the best interest of the Company.
a) Equal Employment Opportunity. The Company will create and maintain a workplace free from unlawful discrimination and harassment. The Company complies with all applicable laws that provide equal employment opportunities to all individuals regardless of race, color, religion, national origin, veteran status, gender, sexual orientation, age, physical or mental disability, genetic information, marital status, or any other characteristic prohibited by federal, state, or local law.
h) Dispute Resolution. Disputes will occasionally arise between the Company and its employees. These disputes may be governed by an arbitration agreement or other service agreement, as applicable. Unlike the other policies listed in this Code, arbitration agreements may only be modified in accordance with the methods outlined in the respective arbitration or service agreements. If you have any questions, please speak with your supervisor or Human Resources.
a) Antitrust Laws. Any attempt by the Company and its employees to restrict trade or monopolize business may be subject to antitrust laws. The most common forms of antitrust violations include price or rate fixing, sharing cost or pricing information with competitors, and reciprocal agreements. Sharing information with competitors about each other’s terms can be interpreted as a form of price or rate fixing. Any exchange of information with competitors must be carefully considered, including those that occur at industry trade meetings. Penalties for violating antitrust laws include criminal fines and imprisonment. All employees involved in sales or marketing responsibilities are responsible for ensuring that all personnel comply with antitrust laws. In addition to U.S. federal and state laws, many foreign countries in which we operate also have antitrust laws that must be observed. Because these laws are complex, employees are advised to consult with our External Legal Advisors whenever in doubt.
e) Commercial Endorsements. Unless authorized by an executive officer, it is against our policy to offer Company endorsements for any product or service.
When working with government agencies and officials, we must be mindful of the specific laws and regulations that govern our actions. Conduct that may be acceptable in the private sector can have serious consequences, such as fines, disqualification from competing for government contracts, and even criminal prosecution of the company or some of its employees. Our policy is to comply with all laws and regulations related to our work for any government agency.
a) ANTI-CORRUPTION LAWS. FULTER LOGISTICS strictly prohibits bribery in all its forms. Accordingly, neither the Company nor any third party acting on behalf of FULTER LOGISTICS will offer, pay, give, or promise anything of value to any foreign official, customer, or any other person or entity for improper purposes. No employee may authorize such offers, payments, gifts, or promises to Foreign Officials, customers, or any other person or entity for improper purposes—whether directly or indirectly—by failing to act when the employee knows or has reason to know of such offers, payments, gifts, or promises. All employees are expected to review and follow the FULTER LOGISTICS Anti-Corruption Policy, which can be found on the Company intranet site ENAXIS or is available upon request from FULTER LOGISTICS’ External Legal Advisors or Human Resources.
f) Customs Duties and Import Restrictions. It is our policy to comply with the customs laws and import restrictions of every country in which we operate.
a) Political Activity in the U.S. and Public Office. Our policy is to encourage individual participation in political processes. It is recognized that politically active and engaged employees may wish to accept public office or run for elected positions. An employee who runs for public office does so as an individual, not as a representative of the company. We acknowledge that a public official must represent their constituents; therefore, we will not attempt to influence them in the execution of their public duties. The core objective of this policy is to avoid any conflict—or appearance of a conflict—between private employment and the responsibilities of holding public office. In addition, state and federal laws, regulations, and court rulings govern the relationship between public officeholders and private companies. Individuals who believe they may face an issue in this area should contact our External Legal Advisors so the matter can be reviewed to determine if a conflict of interest exists.
c) Political Activities Outside the U.S. FULTER LOGISTICS does not participate in political activities abroad, and the Company may not endorse, support, or expend funds in support of any foreign political campaign. This prohibition does not extend to non-U.S. employees acting on their own personal time or making personal donations to foreign political candidates. However, all such efforts must be clearly made in an individual capacity and in no way suggest support or endorsement by FULTER LOGISTICS.
a) General Provisions. Our financial records are used to generate reports for our management, creditors, government entities, and others. All of the Company’s accounting records and the reports derived from those records must be maintained and presented in accordance with the laws of each applicable jurisdiction and must accurately and faithfully reflect the Company’s assets, liabilities, income, and expenses. False or knowingly misleading entries in the Company’s accounting records, as well as the deliberate misclassification of transactions among accounts, departments, or accounting periods, are strictly prohibited. All transactions must be recorded with care and honesty and must be supported by accurate and sufficiently detailed documentation to allow for review and audit. All transactions must be recorded in the appropriate account and in the correct accounting period. No secret or special books or records may be kept for any purpose. Full compliance with generally accepted accounting principles and with the Company’s internal accounting control system is required at all times.
f) Not a Contract. This Code of Conduct is not a contract. The Company reserves the right to change the terms of your employment, this Code, and any guidelines or policies referenced in this Code at any time and at its sole discretion. The only exception to this rule is for agreements, such as arbitration agreements, that specifically set forth a procedure for modification or cancellation.
If you’re unsure how to handle a situation or whether you should speak up, you can ask yourself a few questions: