CODE OF CONDUCTIt is with great satisfaction that we introduce the Code of Conduct of Quantum Design Latin America, which will guide all of our activities moving forward.
The purpose of this Code is to guide the company’s day-to-day activities, streamlining decision-making and relationships between different stakeholders.
This Code also encompasses the company’s guidelines regarding Compliance with applicable laws to which our company is subject in Brazil, as well as all other countries where we operate.
We are confident that each and every one of our employees and business partners will abide by the Conduct and Compliance standards detailed in this document, promoting the values and guidelines of Quantum Design Latin America at all times.
Read this document carefully and contact our Human Resources department or the communication channels listed in the end of the document if you have any questions.
For clarification purposes, all technical documents used in this document are defined in the glossary section herein.
The Code of Conduct establishes the values, guidelines and standards of conduct guiding all business decisions and behaviors of executives and employees of Quantum Design Latin America across all hierarchical levels, with no exceptions.
This Code also serves as a reference for business partners, such as vendors, service providers, sales representatives, import and export agencies, among others. The company’s entire ecosystem must be notified and aware of this Code.
Although this document establishes a wide range of guidelines pursuant to Conduct and Compliance standards (measures and rules required to ensure compliance with applicable laws and corporate policies), no single code is able to account for all possible ethical issues that may arise in real-life scenarios. Therefore, in case of doubts regarding interpretation of this document or scenarios not covered herein, the company recommends seeking additional guidance and support from those responsible for matters of Conduct and Compliance.
Quantum Design Latin America’s vision is deeply rooted in a specific set of values.
These values must steer the conduct of all people involved in the company, which are essential to build a solid and reliable corporate image.
To act as a benchmark in the supply of systems, equipment and services for scientific and industrial Research & Development groups.
To contribute to scientific development worldwide by supplying the best brands, products and services.
Executives: Directors, Officers, Managers, Coordinators and other management positions.
Workplace: Characterized by sharing the same manager (line manager) or the same physical location or work shift.
Employee: Any and all individuals, either effectively hired under the Brazilian Labor Code (CLT) or providing services through other corporations, performing activities in or out (home office) of the company, in any country.
Affiliates: Companies over which Quantum Design Latin America has significant influence but does not have direct control.
Subsidiaries: Companies where Quantum Design Latin America holds partnership rights that permanently entitle it to control corporate deliberations and powers to elect executives.
Compliance: Measures and rules required to ensure compliance with applicable laws and corporate policies.
Compliance Officer: Professional in charge of understanding and promoting the company’s compliance principles and guidelines to applicable stakeholders, implementing and coordinating compliance controls in processes, and ensuring conformity with compliance policies and standards.
Conflict of Interest: Any practice or action that is or may be considered incorrect, unlawful, immoral, unfair or detrimental to the interests of the company and the community.
Ethics: Personal and social guidelines of good conduct that apply to individuals, groups or organizations.
Non-Profit Entities Governments, Class Associations, Unions, Religious Institutions, Non-Governmental Organizations (NGOs), Foundations and other institutions.
Governance: This term refers to the relationship between the company, shareholders and other stakeholders, the mechanisms and principles governing the decision-making process of the company’s management.
Kinship: Existing relationship between grandparents, parents, children, grandsons, spouses, companions, sons and daughters in law, parents in law, or other cases characterized under economic dependence.
Money laundering: Economic-financial practices intended to conceal or disguise the unlawful origin of certain financial assets or goods, providing a seemingly legal origin or, at least, making it difficult to demonstrate or prove the unlawful origin.
Level of subordination in boss/employee relationship: Not permitted until the 3rd superior hierarchical level.
Partners: Suppliers, service providers, business representatives, financial institutions, export and import agents, etc.
The Code of Conduct of Quantum Design Latin America is based on clear principles of good Governance and Compliance, guided by practices that are known to all. This concept relates to the quality of people’s attitudes and actions, based on the principle that human beings are the main stalwarts of Governance.
The company’s actions constantly focus on promoting mutual respect among employees, representatives, suppliers and service providers, unions, class associations, public authorities, press, clients and other stakeholders of Quantum Design Latin America. The company’s leadership is responsible for promoting a healthy and transparent work environment based on respect and trust.
The Conduct Standards are closely related to the Values of Quantum Design Latin America, which are essential to ensure business success, as follows:
VALUES OF QUANTUM DESIGN LATIN AMERICA
Respect and Value for People
Quantum Design Latin America fosters respectful, appreciating and transparent relationships with people. The company’s unique approach to teamwork is achieved through trained and engaged people, constantly motivated by opportunities of professional growth and development. Any person, either from the company or not, must be treated with dignity, fairness and respect.
Real customer satisfaction is and must remain the reason for Quantum Design Latin America’s existence. Efforts must be focused on identifying what is perceived as valuable by customers, outlining actions to transform these principles into mutual profitable realities, based on solid and long-term relationships. Working closely, understanding difficulties and promoting trust are essential to promote this value.
Quantum Design Latin America understands primordially that the economic-financial stability of business is paramount to ensure the company’s sustainable growth. The daily activities of the company’s professionals and partners must always be guided by a commitment towards excellence and generation of value.
Quantum Design Latin America treats all individuals and institutions with responsibility and respect. It is extremely important for the company to avoid and eliminate all conflicts of interest in a transparent manner, following the guidelines of the Code of Conduct.
Business partners, mainly vendors, service providers, business representatives and financial institutions – basically the company’s entire ecosystem – are essential for Quantum Design Latin America. The company must constantly foster long-term relationships with clear and practical rules that promote mutual success.
Quantum Design Latin America encourages its employees and business partners to openly express themselves, in order to identify opportunities to constantly improve the work environment.
RESPONSIBILITY OF EXECUTIVES
The company’s management and employees share the following responsibilities:
• Leading by example, adopting attitudes and behaviors aligned with Quantum Design Latin America’s Values;
• Promoting and committing to an ethical conduct, including unbiased approach to situations that constitute actual or potential conflicts of interest in personal and professional relationships;
• Avoiding conflicts of interest, notifying the Conduct Committee of any relationship or transaction that may entail any potential situation of this nature;
• Taking all appropriate measures to safeguard the confidentiality of corporate information, including market, technological and scientific data; and
• Notifying the Conduct Committee and/or Compliance Officer of any eventual violation of these guidelines.
RELATIONSHIP WITH EMPLOYEES
The relationship between Quantum Design Latin America and Employees must be guided by a sense of fairness, motivation, mutual respect and valuing human beings, transparency and sharing responsibilities.
The Company must offer the same growth opportunities to all employees, never tolerating any kind of discrimination, no matter how small. No decision that affects the career of one or more employees may be made due to personal relationships, preferences or interests other than those of Quantum Design Latin America.
Employee relatives may be hired upon proper evaluation and competition for employment opportunities under the exact same conditions as all other candidates. Persons with a degree of kinship may not work in the same area or work under a boss-employee relationship (refer to the glossary for the definition of work area, kinship and subordination).
The company does not tolerate any form of moral or sexual harassment against any employee. Moral harassment is characterized by abuse of power, disqualifying, belittling or humiliating others. Sexual harassment is characterized by any sexual proposition made to others, using intimidation, blackmail or other forms of coercion to deny them the possibility of refusing such proposition.
Employees must only use Quantum Design Latin America’s facilities, equipment, machinery, materials and information for work-related purposes, in due accordance with the company’s standards. Employees must request permission before using such assets in projects or purposes other than those specifically related to the company.
All files and information created, received or stored in the computers or servers of Quantum Design Latin America – or those contracted by the company –, as well as mobile devices acquired by the company, are regarded as corporate property. Therefore, the company may monitor any information transmitted or stored in such equipment. The proper use of the company’s computer resources is detailed in the Information Security Policy.
The executives, representatives and employee of Quantum Design Latin America must not offer or accept economic advantages or gifts of any kind that may be related to any kind of business negotiation, except objects of little value (under $ 100) classified as marketing giveaways.
RELATIONSHIP WITH BUSINESS PARTNERS
Business partners – mainly vendors, service providers, business representatives, financial institutions, Import and Export Agents, among others – play an important and strategic role for Quantum Design Latin America. The company must constantly foster long-term relationships with clear rules, based on a mutual commitment towards shared learning and experiences, in order to promote mutual success.
The rights of all of the company’s business partners must be respected and upheld, in addition to fulfilling all contractual obligations mutually agreed upon with all stakeholders.
No individual employee of business partners may simultaneously be part of Quantum Design Latin America’s staff, regardless of the level or area of operation.
Products or services may not be provided by companies whose professionals, partners or representatives have any kinship with the manager of Quantum Design Latin America working in the recipient or contracting area, or who is in a position to directly influence any decision made in this regard.
Similarly, products or services cannot be sold to the same relationship group mentioned in the previous paragraph, whose professionals or partners have any kinship with the business manager, except when Quantum Design Latin America holds exclusive rights to market products in the respective territory.
RELATIONSHIP WITH THE ENVIRONMENT
All environmental actions prioritize respect towards nature, prevention and mitigation of environmental impacts, based on actions and commitment of people, improvement of processes, and employment of appropriate technologies, focused on sustainable development. Therefore, all efforts must be made in and out of the company in order to preserve the ecosystem in which we live.
RELATIONSHIP WITH CUSTOMERS
Customer satisfaction is the reason for Quantum Design Latin America’s existence. All efforts must be focused on identifying what is perceived as valuable by Customers, outlining actions to transform these values into mutual profitable realities, based on solid and long-term relationships.
Employees across all hierarchical levels who are approached by customers are free to speak openly, always considering their needs and the goals of the company. Customer information must be forwarded to the respective area for processing.
Assertiveness, promptness, quality and efficiency in responses to Customers are essential to uphold Quantum Design Latin America’s image. All employees must reply to all customer doubts and explain the company’s policies with transparency and respect. If employees do not know the answer to a certain question, they must seek out the person qualified to answer the Customer’s question.
Quantum Design Latin America’s products or services may not be sold to Customers who have any kinship with the company’s manager in a position to directly influence any decision made in this regard.
RELATIONSHIP WITH COMPETITORS
Quantum Design Latin America fosters respectful relationships with its competitors. Competition must be perceived as healthy, necessary and a source of reference for new challenges, promoting continuous development and innovation.
Beyond Class Associations, it is not permitted to discuss with individuals associated to competitors subjects of any nature that may compromise the interests of Quantum Design Latin America.
The company shall not enter into formal or informal agreements with competitors to manipulate prices, racketeering, participation in public tenders or allocation of products. All antitrust laws and other legislation on free competition and exercise of Customer choice must be followed in all relationships with competitors, as transparently, adequately and fairly as possible.
RELATIONSHIP WITH NON-PROFIT ENTITIES
Quantum Design Latin America’s relationship with non-profit entities must be guided by professionalism, preserving the company’s interests and commitments in a respectful and lawful manner.
The company must respect its employees’ right to free association with such entities, preventing any kind of discrimination. The conduct of employees representing the company before these entities must equally rigorously abide by the principles set out in this code.
POLITICAL CONTRIBUTIONS AND ACTIVITIES
Quantum Design Latin America may support politicians and/or candidates whose ideas and proposals are consistent with the company’s principles. Such support must be carried out strictly in due accordance with existing law.
The company may publicly manifest its position on topics of interest, represented by its administrators and executives, and may also support Class Entities that represent them.
There is no restriction to political/party activities of direct Employees. However, they must always act within their personal capacities and never interfere with professional responsibilities. Such activities must not take place in the workplace or involve any of the company’s resources, materials or equipment. Furthermore, such employees must not use uniforms or other materials containing the company’s logo in any means of communication (online or offline), or even representing or being associated to the company when engaging in political activities.
Similarly, all employees – including third parties representing or eventually representing Quantum Design Latin America in such activities – must abide by this Code of Conduct, as well as other corporate policies and applicable laws.
RELATIONSHIP WITH THE PRESS AND DISCLOSURE OF INFORMATION
Quantum Design Latin America’s relationship with the press must be based on the commitment to disclose consistent and transparent information, based on ethical principles, applicable laws and specific regulations eventually in force.
Statements to the public and the press in general must only be made by individuals expressly authorized by the company.
Quantum Design Latin America’s employees across any hierarchical level must not use confidential and/or privileged information that may influence investment decisions or generate undue advantages. Such information must not be disclosed to third parties, including family members and close friends.
ANTI-MONEY LAUNDERING AND ANTI-CORRUPTION
Quantum Design Latin America is committed to abiding by the precepts of anti-corruption and anti-money laundering laws in the markets where it operates, promoting a culture of transparency and eradicating corruption, not tolerating any irregular financial transaction that may lead to corrupt practices, money laundering, or which otherwise compromise national or foreign public property.
Therefore, by constantly investing in compliance programs and tools – including training on legal compliance practices –, Quantum Design Latin America seeks to ensure compliance with applicable legal precepts.
The purpose of the Conduct Committee is to uphold this Code, promote and disseminate the proper conduct standards of Quantum Design Latin America. The Committee is also responsible for guiding all stakeholders regarding the enforcement of this Code, as well as reviewing and deliberating upon cases of violations of the precepts set out herein.
When faced with situations that may result in discomfort or embarrassment in judgment, the Committee may alternatively seek out assistance from external, unbiased and independent arbitrators to issue an opinion to assist in the resolution of the respective matters.
The Committee is the topmost instance applying and reviewing conflicts with the Code of Conduct related to Management positions.
It’s main purpose is to ensure everyone in the company’s offices in Brazil abide by the guidelines of the Code of Conduct.
Other employees may be invited to join the Conduct Committee, as needed. Individuals involved in any situation under investigation, either directly or indirectly, may not join the Committee under any circumstances.
Quantum Design Latin America strives to identify and contain ethical violations and inappropriate or unlawful conducts within the workplace. It is extremely important that all employees cooperate with such efforts and provide truthful and accurate information upon request. Acts of obstruction or omission during investigations of potential violations may entail disciplinary measures, in accordance with this Code and the Compliance policy, as well as all applicable laws.
The members of this Committee are elected every three years and report to the Head Office in San Diego, California. The Committee consists of the local General Management and the individual responsible for Human Resources.
COMMUNICATION CHANNELS (OMBUDSMAN)
Quantum Design Latin America provides communication channels for doubts, complaints, suggestions or reports of cases of corruption, bribery, fraud, unlawful or unethical conducts, environmental degradation, questionable accounting records or practices, misuse of corporate property and discrimination (related to gender, race, social status, religion or any other kind). The goal is to facilitate compliance and effectiveness of the Code of Conduct and Compliance. The following channels are available for this purpose:
Free Channel – Used to submit ideas, suggestions, compliments, criticisms and complaints regarding general corporate matters, such as benefits, work routines, relationships, internal standards and other routine situations. The channel is accessed via the company’s Internet page, under the Compliance link.
Conduct Committee – Accessed via the company’s Internet page, under the Compliance link, through completion of the Conduct Statement form. Used to ask questions or request individual guidance on personal situations that may conflict with the guidelines of the Code of Conduct or to report other potential conflicts.
Compliance Officer – Via email firstname.lastname@example.org – Used to ask questions, complaints and reports externally, as well as reports internally.
Quantum Design Latin America does not tolerate ethical violations and conducts that breach the guidelines set out in this Code. The company encourages voluntary reporting of involvement in any violation. This attitude is taken into account when imposing applicable disciplinary measures. Conduct Committees have the authority to define the imposition of disciplinary measures based on severity, as follows:
1) Minor cases: verbal warning;
2) Moderate cases: written warning;
3) Severe cases: disciplinary suspension, leave, unilateral contract breach or even dismissal with fair cause (Article 482 of the Brazilian Labor Code), when applicable.
The penalties imposed by the company do not exempt or replace eventual legal penalties for violations of standards or regulations of entities with which Quantum Design Latin America relates.
All employees subject to disciplinary measures must be submitted to specific training, based on the severity of each case.
Campinas, São Paulo. 1 de Março de 2020.