APC’s Code of Ethics and Corporate Conduct

APC is committed to principles of ethics and lawful conduct. All employees and suppliers are expected to comply with the law and adhere to the highest standards of ethics. This policy statement describes aspects of the company's basic philosophy regarding ethical business conduct.

APC's basic principles of business conduct and ethics rest upon honesty and fair dealing with clients, fellow employees and suppliers. APC must conduct its affairs with integrity and honesty. Competing aggressively and fairly is consistent with the company's high ethical standard. In fulfilling their responsibilities, all employees and suppliers should be guided by these basic principles.

Every employee and supplier is responsible for advancing APC's reputation for honesty and fairness. By conducting business in accordance with this policy statement, APC will be able to maintain its reputation as a company of the highest integrity.

Failure to adhere to this policy statement is cause for disciplinary action, including dismissal and legal action.

ETHICS

Protecting APC’s And Its Clients’ Assets

In APC, security is everybody's business. APC's security practices are intended to protect all the company's and its client's assets -- their people, their property, and proprietary information. Therefore, every employee and supplier is responsible for protecting APC and client property entrusted to him or her, for using that property and information as authorized by management, and for helping protect APC and its client's assets in general. Be alert to any situations or incidents that could lead to the loss, misuse, or theft of company property.

Use of Equipment and Facilities

APC and clients' equipment and information systems are provided only for the conduct of company business. Unauthorized use, whether or not for personal gain, is a misappropriation of these assets. While APC conducts routine audits to help ensure company systems, networks and databases are being used properly, it is your responsibility to make sure that each use you make of any APC or client system is authorized and proper.

Non-APC organizations may not use APC equipment or facilities without proper management authorization.

If an APC client's equipment and facilities guidelines are different from those of APC, while you are at the client's location, you should follow the guidelines of the client’s company. In the absence of client company guidelines, APC guidelines apply.

APC reserves the right to inspect, search, or audit property such as desks, lockers, credenzas, tool bags, data processing files, computers, telephone message storage facilities (i.e., Phone Mail), and examine company mail which is in its control.

When APC or APC’s client has a legitimate business purpose or in response to valid suspicion of criminal or civil wrongdoing, it may also inspect or search an employee's personal property such as an attaché or personal bags. However, APC respects your privacy and will not tolerate random or unjustified intrusions into your personal belongings.

Reporting or Recording Information

You should record all information accurately and honestly. Employees and suppliers record and submit various types of information, e.g., time records or invoices, expenses, etc. You are entitled to reimbursement for reasonable expenses -- but only if those expenses are actually incurred. To submit an expense account for meals not eaten, miles not driven or for any other expense not incurred is dishonest reporting. Dishonest reporting of information is strictly prohibited.

Reciprocal Dealing

Seeking reciprocity is unethical and may be unlawful. You may not do business with a supplier of goods or services (a bank, for example) to APC or APC’s clients on condition that it benefits you, directly or indirectly.

You may not do business with a supplier of goods or services (a bank, for example) on condition that it agrees to use APC services. This does not mean that APC cannot receive services or be supplied products from an APC client. It does mean that APC's decision to use a supplier must be independent of that supplier's decision to use APC.

Bribes, Gifts and Entertainment

Gifts between employees of different companies range from widely distributed advertising novelties, which you may both give and receive, to bribes which unquestionably you may not. You may pay for and accept customary business amenities such as reasonably priced meals.

In the case of gifts, services and entertainment, however, there is a point of un-acceptableness. The difficulty lies in determining where that point is, unless, of course, laws make that clear. One way to approach this question is to recognize that the purpose of both gifts and entertainment in business is to create good will. If they do more than that and unduly influence the recipient to make that person feel obligated to "pay back" the other company by giving it business, then they are unacceptable.

You should not profit personally from APC or its client relationships with other organizations. You may not solicit or accept for personal use a gift, premium or discount, unless specifically agreed to by your APC supervisor.

Giving & Gifts

You may not give money or any gift to an executive, official or employee of any client, government agency or other organization if it could reasonably be construed as having any connection with APC's business relationship. Where local customs call for giving gifts on special occasions to clients and others, you may offer gifts that are lawful, appropriate in nature, and nominal in value, provided this cannot be construed as seeking special favor.

Misrepresentation

Do not make misrepresentations to anyone you deal with. If you believe the other person may have misunderstood you, correct any misunderstandings you find exists. Honesty is integral to ethical behavior, and trustworthiness is essential for good, lasting relationships.

Everyone with whom you do business is entitled to fair and evenhanded treatment. This is true whether you are selling or performing services in any capacity for APC.

Disparagement

Do not make comparisons that unfairly cast a competitor in a bad light. Do sell the excellence and merits of our services.

Competitive Contacts

In contacts with competitors, the general rule is to avoid discussing such matters as pricing policy, terms and conditions, costs, market surveys or studies, and any other proprietary information. If a competitor raises any of them, even lightly or with apparent innocence, you should object, stop the discussion immediately, tell the competitor firmly that under no circumstances can you discuss these matters and, if necessary, leave the meeting.

CONDUCT

Driving While Using a Mobile Phone for APC Business

Employees should not use a mobile phone for APC related business while driving. Pull off of the road to make any APC business phone call.

Threats or Harassment

APC is committed to providing a work environment free from threats or harassment of its employees based on race, color, religion, sex, sexual orientation, national origin, age, disability, or veteran status. This is consistent with APC's basic belief in respect for the dignity of the individual.

Harassment, particularly sexual harassment, may take many forms. Vulgar language, jokes or innuendo's directed toward an individual or group based on physical characteristics, stereotypes or cultural biases, as well as photographs, pictures or printed material which others might find offensive or degrading, are also unacceptable in the workplace.

Do not harass, threaten, abuse others or act in any violent manner. Violent behavior, or the threat of violent behavior, will not be tolerated.

Weapons

In keeping with APC's intent to provide a safe and secure work environment for its employees, weapons of any sort are not permitted on APC or our clients' premises. This prohibition extends to APC and client company parking lots, leased buildings and recreation areas.

Do not carry a firearm or weapon on APC's or our clients' premises.

Observing Client Rules & Policies

In general, while providing services for a client, on the client's premises or traveling on behalf of the client, you should observe all rules, policies, and procedures that the client requests of its employees (e.g., no smoking policy, tourist class airfare only, per diem limitations, etc.) While providing services for a client, not on the client's premises or traveling on behalf of the client, you should use reasonable judgment in deciding whether the client's rules and policies should still apply.

In the absence of client company guidelines, APC guidelines apply.

Gambling

Gambling is prohibited on APC's or our clients' premises. This includes the use of APC or client telephones, personal computers, or other equipment to conduct such activities.

Smoking

While APC respects the preference of each individual to smoke or not, it is the company's objective to provide a comfortable, safe and healthy work place for all its employees. As a result of employee concerns, our intent is to provide a work environment that is smoke-free. The decisions as to the specific actions to be taken are left to the discretion of local APC management. Accordingly, some of our clients and all APC sites have prohibited smoking indoors, while some clients permit smoking indoors in specifically designated areas that are properly ventilated to the outside.

Our goal is to continue to be sensitive to all sides of this issue and, at the same time, provide the optimum business environment. While you are at a client's premises, the client's guidelines concerning smoking should be followed.

Dress Code

APC personnel assigned to client engagements should assume the dress code of the client. If a dress code is not stated or implied by the client, a casual professional image should be considered acceptable.

APC personnel assigned to headquarters support are encouraged wear attire that projects a professional image. A casual professional image is acceptable but a casual only image is not acceptable. This means that attire such as shorts, denim jeans, halter tops, T-shirts, tennis shoes and flip-flops are not acceptable.

Visible body or facial piercing, such as a nose, eyebrow or lip ring, is strongly discouraged. Extremes that do not project the professional image of APC are strongly discouraged as well.

Relationships With Government Employees

What is acceptable in the business world may not be acceptable and may even be strictly against regulations in dealing with government employees (for example, buying lunch or a gift of incidental value). Clearly, the relevant laws governing relations between government clients and suppliers must be upheld.

Solicitation, Distribution and Posting

The orderly and efficient operation of APC and our clients' businesses requires certain restrictions on solicitation of APC employees or others and the distribution of materials/information on APC’s or our client’s company property.

1. Commercial solicitations or distributions on APC's or a client's premises on your behalf are prohibited at all times.
    
2. APC employees may not engage in oral solicitations interfering with work during working hours, other than for APC business purposes.
    
3. APC employees may not engage in the distribution of materials in working areas during working times other than for APC business purposes. "Working areas" do not include such areas as parking lots, restrooms, and cafeterias; "working time" does not include such times as before or after work, breaks or lunch periods.
    
4. Non-APC employees or organizations have no right to enter APC's property for the purpose of soliciting or distributing information to APC personnel. These individuals will be refused access for any such purpose unless invited by an APC senior manager.