EMPLOYEE CODE OF CONDUCT

 

STATEMENT OF PRINCIPLES

CapSource is committed to quality, innovation and integrity. This commitment is possible because each member of CapSource follows the highest standards of ethical conduct.  Individual integrity and strong corporate culture are the best assurances that this Code will be followed.

Our aim is that CapSource will be known as trustworthy in all respects. This means that all CapSource people throughout the world must:

• Obey the law.
• Be honest - present the facts fairly and accurately.
• Be fair - give everyone due regard and respect.
• Be concerned - care about how CapSource’s actions affect others and try to make those effects as beneficial as possible.
• Be proactive - take the initiative to address issues before they become problems.
• Be responsible - particularly as a citizen of the communities and societies in which we operate
• Use good judgment - avoid actions and circumstances that may appear to compromise good business judgment or create a conflict between personal and company interests.

 

Following these principles on a rare occasion may mean losing some business in the short-term.  This is a regrettable but acceptable outcome. Over the long haul, this type of behavior will gain us business. People respect and trust this type of behavior.

Integrity is the foundation of CapSource’s relationships with customers, suppliers, shareholders, competitors, partners, our communities, and each other. It provides us the opportunity to meet the needs of our customers better than our competitors. All members of CapSource  - directors, officers and employees, distributors, subsidiaries and affiliates - continually work to develop and protect this critical asset through their everyday activities.

Integrity in everything we do is essential to CapSource's ability to provide an excellent and sustainable long-term return to our shareholders, and to be able to satisfy the needs of all of CapSource’s stakeholders.

Our commitment to integrity means that we will exceed the minimum requirements of the law and industry practices. This Code serves as a daily guide to our behavior as employees of CapSource  and identifies conduct that is not permitted during employment with CapSource . Violations at any level will not be tolerated, and in some cases could result in dismissal as well as in civil or even criminal liability for the company, individuals, or both.

 Some of the areas of conduct are very technical. If you have any questions about any CapSource  policy, do not hesitate to ask your supervisor. Although some areas may be technical or the policies detailed, keep in mind these basic guidelines:

If

• You are uncomfortable with a particular action,
• You would be unwilling to tell persons you love and respect,
• You would not want to see it reported on the front page of your major newspaper,

Then DON'T DO IT. Instead, ask your supervisor for guidance under this Code of Conduct.  If you feel pressured, DON'T DO IT - get guidance.

 

SPECIFIC AREAS OF CONDUCT

Conducts Concerning Our Customers Suppliers and Competitors 

Customer Satisfaction. We are dedicated to meeting or exceeding the expectations of our customers better than any of our competitors. We will provide our customers with products, information and support that yield a comparative advantage. Customer satisfaction will be the measure of our success. At every opportunity we will take the step that delights our customers. This is our objective.

CapSource's Products. CapSource's products are an extension of the Company itself. We will provide the highest levels of qualify and innovation. We are committed to making available safe products, which meet the performance, durability and reliability needs of our customers.

Terms of Commercial Transactions. CapSource competes on a straight commercial basis in each of our markets. Our employees will do nothing in search of business they would not reveal willingly or publicly to any other member of CapSource, any government official, or any member of society. Conducting our business with integrity - honestly and fairly - will earn repeat business from our customers and help us achieve our goals.

CapSource's Competitors. CapSource will compete vigorously with its competitors, but always with integrity. Employees should not disparage our competitors or our competitors' products. In addition, our employees should not fraternize with our competitors if such conduct would give even the appearance of a potential agreement between CapSource and a competitor.

CapSource respects the confidential nature of certain information of its competitors. Never accept confidential information about our competitors. If you receive any such information or any person offers you any confidential information, contact your supervisor.  CapSource will always return any such information to the competitor.

Supplier Selection/Conflicts of Interest. All of CapSource's employees are expected to use non-discriminatory practices throughout the supplier selection process. Every employee is expected to avoid any situation in which his or her interests (or those of his or her family) may conflict with the interests of the Company. Every employee with a financial interest in any actual or potential supplier or customer must disclose that interest to his or her supervisor immediately.

Receipt and Giving of Gifts. In general, employees should neither accept nor offer gifts to customers or suppliers unless the gifts are designated as part of a recognized business event.  Gifts exceeding US $50 in value may be given or accepted only with the concurrence of an employee's supervisor. All gifts (except minor promotional token items) must be reported to the employee’s supervisor.

Antitrust and Competition Laws. Employees must comply with antitrust laws of the United States and the competition laws of other countries in which we do business. These laws cover agreements among competitors, agreements with resellers, price discrimination, and other acts that may unfairly reduce competition.

Import/Export Controls and Boycotts. CapSource transacts business on an international basis. Each employee involved with the sale or shipment of products across international borders is expected to understand and comply with the import/export control restrictions of all countries in which we do business.
CapSource will do business with entities in other countries based solely on commercial considerations. We will not become involved in disputes between countries by participating in boycotts, unless the boycott is imposed by a country that has jurisdiction over our products. We may be required to report boycott requests to relevant government authorities even if we do not cooperate with the request.
 
Equal Employment Opportunity/Diversity. CapSource is an equal opportunity employer. We make employment decisions without regard to race, color, religion, sex, age, national origin, disability or any other characteristic irrelevant to the job. The company's recruitment, hiring, transfer, promotion and compensation policies will be non-discriminatory. Quite apart from legal requirements, diversity of backgrounds makes CapSource stronger and is essential to our operating success.

Treatment of Each Other At Work. Each employee will treat every other employee, customer, vendor and others met in the course of work with dignity and respect. Harassment of any type in the workplace will not be tolerated.

 

Safe Working Environment. CapSource is committed to maintaining at each company facility a workplace free from recognized hazards, which cause or are likely to cause physical harm to our employees. Prevention of occupationally related injuries and illnesses is the responsibility of every CapSource employee. All employees are expected to report unsafe or hazardous working conditions immediately to their supervisors. No retaliatory action or other reprisal shall be taken as a result of an employee's making a good faith report.

Drug and Alcohol Policy. Possession, sale, use or being under the influence of illegal drugs (including prescription drugs except in strict adherence to the prescription) or alcohol while on Company property, or during work hours, is strictly prohibited. Alcohol may be permitted during certain company-sponsored events with the advance approval of a company officer.

Company Time. Full-time, regular exempt employees may not hold full- or part-time positions or directorships outside the company without express permission from an officer of the Company. 

 

Conduct Concerning Our Employees

Shareholder Value. CapSource is committed to providing an excellent sustainable long-term financial return to our shareholders and to protecting and improving the value of their investment through prudent application of corporate resources and by observing the highest standards of legal and ethical conduct in all our business dealings.
 
Securities Law Compliance. Non-public information about CapSource or other companies that could affect the price of CapSource's stock or investors' decisions must be held in strict confidence. No one with access to material, non-public information may buy, sell or advise others regarding such stock until the information has been publicly released.

Accuracy of Financial Records/Financial Representations. Each employee must report all corporate transactions accurately and truthfully, including receipts, disbursements, and the nature and purpose of transactions. Invoices, quotations, receipts and other statements reflecting charges, prices, product descriptions, terms or business intentions, must be complete and accurate. It is against Company policy knowingly to supply false or misleading financial information regarding the Company to any person. We will cooperate fully with auditors and our audit committee and under no circumstances withhold information from them.

Responsible Citizenship. CapSource is committed to improving the communities in which we operate and to being a responsible citizen of society. CapSource will actively support initiatives designed to improve the communities in which we live in and work.
 
Employee Participation in Community Activities. Consistent with the above, CapSource encourages all employees to take part in community activities. In doing so, however, it is essential that employees speak only for themselves and do not imply that they are speaking for or making commitments on behalf of the Company, unless authorized to do so by appropriate CapSource officials.