A. FEI has adopted a written
Code of Conduct ( attached
) to express the fundamental principles which guide
the company in doing business. Employees and consultants
are expected to be familiar with and to comply with
B. Compliance Officer
Duty is to provide FEI and its employees with appropriate
compliance information, and to be a resource for clarification
and inquiry regarding issues pertaining to the company's
Code of Business Conduct and Ethics.
FEI has designated the Director of Human Resources
as the "Government Contracts Compliance Officer."
The Compliance Officer is available to employees and
consultants to provide information and to answer questions
regarding proper conduct under the Code of Business
Conduct and Ethics. The Compliance Officer shall establish,
monitor, and publicize a "HELPLINE" telephone
to facilitate employee reports of suspected wrongdoing.
This telephone line shall be available 24 hours a
day, 365 days a year ( 227-2521) e-mail is available
at firstname.lastname@example.org. In addition, there is a Department
of Defense Hotline number that any employee may call
(800-424-9098). The Compliance Officer shall also
serve as a confidential point of contact for employees
to communicate with management, seek clarification
on any issues or dilemmas confronting them, or to
The Compliance Officer is responsible for developing
and disseminating appropriate information and training
relating to compliance policies and activities and
shall render summary reports of this training to the
Government Contracts Compliance Committee (see IIc)
at least twice per year. Additionally, information
about the Government Contracts Compliance Program
shall be made a part of each new employee's and consultant's
initial orientation. Each employee and consultant
shall be furnished with a copy of the Code and instructed
as to its significance.
The Compliance Officer is responsible for an annual
ethics and compliance training program, which shall
be mandatory for all managers and supervisors, as
well as for those other employees and consultants
whose duties expose them to matters of compliance
nature (eg., for persons responsible for price or
cost proposals, and for buyers who have contact with
vendors and suppliers.) Training shall be conducted
for all employees and consultants whose duties require
interaction with customers and suppliers, whose duties
involve providing information or data under government
contracts and subcontracts, and whose duties involve
other compliance risks as determined by the Company.
The mandatory compliance training subjects are listed
below. Where appropriate, the planning effort and
presentation of the training program may be delegated
to the appropriate operating organization, to make
better use of existing training and communications
resources. The Compliance Officer shall, however,
retain overall responsibility for the content and
scheduling of new employee orientation and for periodic
compliance training and communications.
The annual training subject areas to be covered
a. Standards of conduct, concentrating on marketing
activities, access to government classified and procurement-sensitive
information, relationships with competitors, customers,
subcontractors and vendors, and gratuities, kickbacks,
b. Labor charging, focusing primarily on practices
for timely and accurate time entries, cost collection
and controls against mischarges;
c. Pricing, consisting principally of compliance
with the requirements of the Truth in Negotiations
d. Accounting for unallowable costs, focusing on
controls and practices for identifying and certifying
of allowable costs, and for screening out unallowable
e. Quality and product substitution, emphasizing
the importance of assuring the integrity of services
and materials provided to the government, the integrity
of testing and inspection requirements, and the integrity
of the related paperwork.
3. Other Compliance Duties
The Compliance Officer also shall participate with
the Compliance Committee and other appropriate company
meetings relating to compliance issues. In general,
the Compliance Officer exits to help employees and
agents of the company better understand what the company
-- and the law-- expects in our day-to-day business
dealings. Matters such as sensitive employee inquiries
or questions that cannot be answered by the Compliance
Officer shall promptly be referred to legal counsel.
In addition, all employee reports of possible infractions
of law, government regulations, or corporate policy
shall be brought to the attention of the legal counsel.
The Compliance Officer is also responsible for making
recommendations with respect to changes in FEI's compliance
C. Compliance Committee
The FEI Compliance Committee is hereby established
and shall consist of a member of the Board of Directors,
the Executive Vice President, the Chief Financial
Officer, and the Director of Human Resources. The
Member of the Board shall serve as Chair of the committee.
The committee is responsible for ensuring that an
effective compliance program is sustained, that the
annual training program is implemented, and that the
compliance program is subject to periodic internal
review. The committee shall meet periodically at the
call of the Chair and shall address such issues as
are deemed appropriate by the Chair. The Committee
shall prepare an annual report of its activities for
review by the Chairman of the Board of Directors.
D. Reports and Investigation
1. Reports to the Compliance
Officer or to supervisory channels
The world we live in is often complex. Laws, regulations
and policies governing our day-to-day dealings are
extensive and sometimes confusing. In order to prevent
violations, FEI has established HELPLINE as a vehicle
for you to seek clarification and express your concerns
and to provide employees with help in making decisions
before there are problems. Employees should refer
to the "Code of Business Conduct and Ethics"
and other corporate policies for guidance in deciding
whether to report on activities of concern to them.
The Compliance Officer is available to discuss the
propriety of employee conduct and the requirements
of the company's policies and procedures.
All employees can report questionable, unethical,
or illegal activities to their supervisors, to the
Compliance Officer, to the manager of their department.
The compliance officer shall assure that these reporting
opportunities are widely publicized and encouraged.
2. Responding to employee concerns
Every supervisor and manager who receives a report
of possible unethical or illegal activity shall prepare
a written account of that event and immediately forward
it to the Compliance Officer. Upon receipt of such
report, the Compliance Officer shall: 1) evaluate
the report's veracity and seriousness, and conduct
such preliminary inquiry or investigation as is necessary
to assess the need for further action; 2) confer with
appropriate Frequency management and employees; 3)
confer, when appropriate, with FEI's auditors; and
4) make a determination as to the need for and appropriateness
of further action, or, prepare a written report explaining
the conclusion that no additional action is necessary.
The Compliance Officer shall prepare a report about
all matters investigated. The report shall be furnished
to the Compliance Committee, and, in the discretion
of the committee, to the Board of Directors. The Compliance
Officer's report shall include the original report
filed by the employee or consultant, a description
of the evaluation and investigation, the corrective
or remedial action taken, and the legal counsel's
recommendations for additional action. Promptly upon
completion of any action, the employee who raised
the matter will be informed of the resolution.
In all cases, if an employee or consultant making
a report requests anonymity, that request shall be
honored by the company, to the greatest extent possible.