Vendor and Subcontractor Code of Business Conduct

PURPOSE AND SCOPE

PK, Inc. (“PK” or “Company”) is committed to conduct business with the highest levels of ethics and integrity.  We expect our employees and our subcontractors and vendors to maintain the same high levels of ethics and integrity. We expect our subcontractor’s and vendor’s business and labor practices (and those of their subcontractors) must comply with all applicable laws as well as the requirements of this Vendor & Subcontractor Code of Business Conduct. All subcontractors and vendors will be required to educate and, when appropriate, train their representatives to ensure they are aware of PK’s expectations regarding their behavior. The policies summarized below are not exhaustive, and there may be other conduct not explicitly listed that would be unacceptable.

 

Vendors and subcontractors may report violations of the Code to through PK’s anonymous reporting hotline, hosted by third party EthicsPoint (for more information on EthicsPoint please read the FAQ available through the link below).

 

Web reporting: PK.ethicspoint.com

 

US Domestic Toll-free Hotline Number: 844-467-8516

COMPLIANCE WITH LAWS

PK expects vendors and subcontractors to comply with all applicable laws, rules and regulations. Applicable laws may include, but are not limited to, laws governing the purchase of securities, trade secrets, data privacy, fair business practice laws governing interactions with third parties or competitors, laws regarding export of technology to and from certain locations or to do business at all in certain locations, laws requiring us to protect individuals’ privacy and confidential information and laws governing how we interact with governmental agencies.

 

FAIR DEALING

PK expects subcontractors to deal fairly with our customers, suppliers, competitors and employees. Do not make false and misleading statements. Do not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

ANTIBRIBERY & CORRUPTION

Subcontractors and vendors are prohibited from engaging in corrupt conduct. Subcontractors and vendors must ensure that their employees, agents, affiliates and subcontractors comply with applicable bribery and anti-corruption laws including but not limited to the U.S. Foreign Corrupt Practices Act (“FCPA”) and the UK Bribery Act. Subcontractors and vendors must not promise, offer or accept bribes, kickbacks or other improper or unlawful payments or engage third parties to facilitate such conduct when conducting business with or on behalf of PK. Examples include cash, cash equivalents, gifts, services or other inducements which are intended to secure an improper business advantage. Vendors and subcontractors are prohibited from making any direct or indirect payments or promises to foreign government officials for the purposes of inducing the individual to misuse his/her position to obtain or retain business;

 

Special rules apply to gifts to government officials in the U.S. and other countries. Please note that the laws and regulations of the United States and other countries prohibit giving anything of value to a foreign official to secure an improper advantage. Violations of these laws may result in criminal prosecution.

 

Subcontractors and vendors must ensure that their accounting and financial records related to their business with PK are accurate, complete and comply with applicable law.

 

GIFTS

Subcontractors and vendors must avoid offering PK employees or customers gifts, meals or entertainment or travel that might improperly influence or appear to influence PK employees.

 

LABOR & IMMIGRATION

As an equal opportunity employer, PK provides equal employment opportunities to all employees and applicants regardless of their age, race, color, national origin, physical or mental disability, gender, religion, sexual orientation, gender identity, gender expression, marital or veteran status, pregnancy, genetic information, or any other legally protected characteristic. We expect our subcontractors and vendors to adopt and implement similar policies and practices.

Subcontractors and vendors must treat their employees who conduct business on behalf of PK with respect and dignity and may not subject them to physical, sexual, psychological or verbal harassment or abuse.

Subcontractors and vendors must pay their employees in a timely manner and provide compensation that satisfies applicable law (including overtime pay and benefits where required). Under no circumstances may subcontractors or vendors delay or withhold wages as disciplinary measures.

Subcontractors and vendors may not knowingly employ any person who is not authorized to work (as determined by applicable law). Subcontractors and vendors must comply with all immigration and labor laws of the country in which their employee or subcontractors are employed.

 

CONFLICTS OF INTEREST

A conflict of interest exists when an individual’s private interest interferes with, or even appears to interfere with, the interests of the Company. You must avoid any action, investment, interest, or association that interferes with, may interfere with, or appears to interfere with, your ability to perform your responsibilities, job or duties for the Company objectively and effectively. A conflict of interest can also arise if you or a member of your family receives improper personal benefits because of your position with the Company. Specifically, you should deal with all suppliers, customers and all other persons doing business with the Company in a completely fair and objective manner without favor or preference based upon personal or financial considerations. Some specific examples of conflicts of interest are set forth below. This is not intended to be an exhaustive list of potential conflicts of interest; it is intended to provide you with examples of the most common conflicts of interest. Potential conflicts of interests include:

 

  1. Accepting or giving a gift or entertainment.

 

  1. Entering into an agreement or other financial transaction with a close

 

  1. Owning a material financial interest (which excludes publicly traded stocks that are purchased for personal investment purposes, so long as such ownership interest does not exceed five percent (5%) of the total outstanding stock of a public entity) in or hold any employment, managerial or advisor position with any firm or corporation which is a competitor of PK or which does or seeks to do business with the

 

  1. Holding a position of employment, or a managerial or advisor position with a firm or corporation that might interfere in the performance of your regular duties.

 

  1. Where an employee, director, officer or contractor is in a position to influence a decision that may result in a personal gain for that individual or a family member of that individual.

 

If you believe that any of the situations described above may be applicable to you, or if you are aware of any other situations that may involve a conflict of interest, you are required to disclose those situations to PK.

 

ANTITRUST, SALES PRACTICES AND COMPETITIVE INFORMATION

Antitrust laws prohibit agreements between companies or sales practices that eliminate, diminish or discourage competition or attempt to do any of the foregoing. Violations of antitrust laws may result in criminal prosecution of the individuals involved and substantial fines for the companies involved. PK is committed to fair and competitive sales practices, and to upholding all applicable antitrust laws. The following list is an example of anti-competitive, illegal conduct. Engaging in any of the following activity may be criminal, and can result in imprisonment for individuals involved, as well as substantial fines:

 

  1. Price Fixing: Agreements among competitors, whether written or oral, to fix market prices are illegal.

 

  1. Bid Rigging: It is illegal to discuss or agree on terms of bids with competing bidders (for example with competing bidders for a public contract/concession or RFP). Decisions on whether to bid and the terms of that bid must be made

 

  1. Information Sharing: The sharing of commercially sensitive business information with competitors (such as information relating to prices and costs) can amount to illegal conduct and must be avoided unless properly conducted with guidance from appropriate legal

 

  1. Allocate Territories or Customers: Agreeing with competitors to allocate markets (either geographically or by class of customer or not to supply particular customers or buy from

 

  1. Limit Output: Agreement among competitors to limit output or supply to the market may be illegal, anticompetitive

 

The examples above explain all have an agreement among competitors in common. However, a violation of antitrust laws may be predicated on a tacit or informal agreement among competitors. In other words, under certain circumstances, an agreement may be inferred from conduct, such as the exchange of price information, and from communications among competitors even without an express understanding.