Tracking Innovations Commitments to Our Company
By working for Tracking Innovations, we have made a commitment to promote our Company’s
interests to the best of our ability at all times. We do so by safeguarding its
assets and using them in an appropriate manner. We also take care to ensure that
we always put our Company’s interests first and to avoid any activities that may
tarnish our Company’s reputation for integrity.
Ensuring Information Security
One of our Company’s most valuable assets is its confidential information. Our Company
has adopted a variety of policies and procedures to help us keep this information
secure. It is important that we follow the guidelines these policies and procedures
set forth, both on and off Company property, and during and after working hours.
Those of us with access to this information—such as information about work processes,
project procedures, and corporate strategies and plans—must protect it from disclosure.
For example, we must exercise caution when discussing sensitive Company information
in public places and in open areas at Tracking Innovations. We must also handle
electronic or paper files cautiously, and should never leave them unattended or
in plain sight of unauthorized persons. We must keep confidential information private,
and may only share it with those fellow associates who have a business need to know
it. We may not share confidential information with outside parties unless we have
first obtained prior written approval from a director-level manager. In addition,
we may only acquire, use, access, copy, modify or alter confidential information
for legitimate work purposes, and only if we have obtained written authorization
from a director-level manager.
Confidential information also refers to “intellectual property,” which includes
inventions, discoveries, developments, improvements and works conceived or developed
in association with our work for Tracking Innovations. Our Company retains exclusive
ownership over any and all intellectual property. This is true regardless of whether
it was conceived during working hours or on Company premises. We have an obligation
to assist Tracking Innovations in obtaining and securing any rights relating to
such intellectual property, regardless of whether we were involved in creating or
overseeing its development. Our obligation to protect Tracking Innovations’ confidential
information continues even after our employment ends. We must therefore return all
Company-owned documents and files at that time, and we may not use Company confidential
information in any future activities. When we begin our employment at Tracking Innovations,
each of us is required to sign the Invention Confidential Information and Non-Competition
agreement that evidences our commitment to this principle.
Safeguarding Physical Assets
Just as we work to ensure the security of our Company’s information, we must also
protect our Company’s physical property. This includes the facilities, equipment,
supplies and funds our Company provides us to perform our job duties. We protect
these assets as we would our own, keeping them safe from harm, theft, loss or misuse.
Limited personal use of our Company’s equipment and supplies, such as printing out
a short document on a work printer or making a local personal telephone call, is
permissible. However, make sure this type of use does not interfere with your own
or others’ work responsibilities.
Properly Using Technology
Tracking Innovations’ technology and information systems are critical to our success.
Everyone with access to Company-issued computers, PDAs, cell phones and other electronic
devices is responsible for using them properly. In particular, we may not use these
electronic resources to access restricted information or to perform a prohibited
or illegal act. For example, Tracking Innovations’ technology and information systems
must never be used to access, store or communicate offensive, inappropriate or illegal
material. These policies apply at all times, including after working hours and when
traveling on Company business.
Occasional personal use of our Company’s computers, telephones, email and voicemail
systems and the Internet is permitted. However, our use must be of minimal duration
and frequency. In addition, it cannot cause undue burden on the system, create additional
expense to the Company or interfere with our own or others’ work responsibilities.
All information contained on these systems, including email, voicemail and personal
files, is Company property. Tracking Innovations reserves the right to monitor,
access, retrieve, read and disclose all messages created, sent, received or stored
our Company’s systems, to the extent permitted by local law.
If you see anyone using our technology or information systems in an inappropriate
manner, report the situation to your manager or EthicsPoint immediately.
Maintaining Accurate Records
Our commitment to integrity requires that we do our part to ensure the accuracy
of our Company’s records. All of the information we record must be accurate, timely,
complete, fair and understandable. This applies to all of the information we enter
in our corporate records, including those records that form the basis for our financial
reports, such as time reports, expense reports, change orders and sales reports.
When required, we must also submit appropriate documentation with these records.
Those of us with financial recordkeeping responsibilities are required to verify
any financial results for which we are responsible. In addition, we may never create
or maintain “off the books” accounts, such as slush fund accounts. If you notice
any accounting or auditing irregularities, you should report them immediately to
our CIO or EthicsPoint. You may also send any concerns by mail to our Board of Directors
at Tracking Innovations, Inc., 433 Plaza Real, Suite 275, Boca Raton, FL 33432.
To maintain Company records properly, we must retain and destroy them in accordance
with our internal control procedures, legal requirements and government regulations.
If you are notified that you have records that are relevant to an actual or pending
subpoena, lawsuit, or government or internal investigation or audit, do not conceal,
alter, delete or destroy any records covered by this notification, whether paper
or electronic. In addition, do not conceal, alter, delete or destroy any records
in anticipation of any such event. For additional information about our records
storage and destruction procedures, see our Records Retention Policy.
During the course of our employment, we may be asked to participate in an investigation
or provide information in connection with an audit. It is critical that we fully
cooperate with any such request. We may never seek to improperly influence the audit
or investigation process, or encourage anyone else to do so. Be sure to submit any
subpoenas or written requests for information received from a third party to our
CIO before taking or promising any action.
Avoiding Conflicts of Interest
A conflict of interest arises when a relationship or interest interferes or appears
to interfere with our ability to make sound business decisions on behalf of our
Company. We need to avoid any situation that creates even the appearance of bias.
If you face a situation in which a conflict of interest has arisen or might arise,
you must immediately disclose it to our CIO. This is particularly true if, in this
situation, you have influence over decisions relating to purchases, contracts or
leases. It is important to remember that while having a conflict of interest is
not a violation of our Code, failing to disclose it is.
Conflicts of interest can arise in a variety of different ways and are difficult
to list comprehensively. However, the following describe some common conflict of
interest situations:
- You (or your relative) maintain a substantial interest in a customer, vendor or
business partner that exceeds five percent of a privately-held company or ten percent
of a publicly-traded company
- You (or your relative) directly or indirectly work on behalf of or serve as a director
for an actual or potential customer, vendor, business partner or competitor
- You supervise the job performance of, or determine compensation for, an associate
who is a relative or close friend
- You take outside employment that unreasonably interferes with your ability to perform
your job duties for Tracking Innovations A “relative” for purposes of our Code is
any person who is related to you by blood or marriage, or anyone who is a member
of your household.
In order to avoid conflicts of interest, you may not take outside employment with
a customer or competitor of Tracking Innovations, regardless of whether the work
is for pay. In addition, you may not conduct any form of outside employment that
competes or interferes with the sales of Tracking Innovations’ products or services.
At all times, you must put our Company’s interests first and not take advantage
of any actual or potential business opportunity that you learn about or develop
through your employment and in which our Company might be interested. In addition,
do not share information about this opportunity with another person so that he or
she can compete with our Company. You may only pursue such an opportunity (or share
it with another person) after our Company has evaluated it and has decided not to
act on it.
Identifying conflicts of interest can be difficult. If you believe you may be involved
in an actual or perceived conflict of interest, or plan to engage in an activity,
transaction or relationship that you think may result in one, contact our CIO or
EthicsPoint immediately for guidance.
Giving and Receiving Gifts and Entertainment
Giving and receiving business gifts and entertainment are legitimate business practices
that are designed to build corporate goodwill. Although exchanging such courtesies
is widely accepted, we must exercise caution when doing so. Be particularly careful
not to offer or accept gifts or entertainment if they are lavish or given with the
intent to influence the recipient’s business actions or decisions. Likewise, do
not offer or accept gifts or entertainment that could create an appearance of impropriety.
You must receive advance approval from our CIO before giving a courtesy to or receiving
or soliciting one from a customer.
Gifts commonly include items of value, goods and services, as well as meals or entertainment
when the person giving the gift does not attend. Gifts are permissible when they
are:
- Nominal in value;
- Infrequent;
- In good taste;
- Unsolicited; and
- Not cash or cash equivalents.
Entertainment includes events where both the person offering and the person accepting
attend, such as meals, sporting events or concerts. We may accept entertainment
when it is:
- Irregular or infrequent;
- Unsolicited;
- In a setting that is appropriate for a business; and
- Reasonable in value.
If you are offered a gift or entertainment that does not fall within these guidelines,
you must obtain approval from our CIO before accepting it.
It is important to distinguish between exchanging gifts and entertainment with commercial
contacts and doing so with government contacts. Strict rules apply when you offer
or give gifts or entertainment to government customers, employees and officials.
For information about these rules, see the “Following Anti-Bribery Laws” and “Exchanging
Gifts and Entertainment with Government Employees” sections of our Code.
Avoiding Insider Trading
During the course of our employment, we are likely to come to know information about
our customers, vendors and other business partners that is not known to the public.
Generally speaking, we may not buy or sell a company’s securities if the information
we possess about that company qualifies as material, nonpublic information. This
activity is known as “insider trading” and is a violation of our Code and securities
laws. To determine whether you possess material, nonpublic information about a company,
assume that information is “material” if it could motivate a reasonable investor
to buy, sell or hold a security and assume it is “nonpublic” if it has not yet been
disclosed to the public.
Insider trading laws also prohibit tipping. “Tipping” generally occurs when an individual
provides material, nonpublic information to relatives, friends or fellow associates
who then trade on the basis of that information. Keep in mind that, even if you
do not make a trade based on the information you provide, you may be liable for
violating insider trading laws.
The consequences for engaging in insider trading are very serious and may include
possible civil and/or criminal liability for those involved. If you have questions
about insider trading laws, contact our CIO or EthicsPoint.
Ensuring Accurate Communications
Tracking Innovations needs to speak with one voice about our Company and its business.
Our Company has therefore designated certain corporate representatives to speak
to the public. In the event the media or an investment analyst contacts you requesting
information about any facet of our Company’s operations or business relationships,
and you have not been specifically designated to respond, refer the inquiry to our
CIO.