Chadsworth’s Ethics Policy is a guide to the responsibilities we, as Chadsworth representatives,
share for ethical business conduct. It summarizes our basic standards and is designed to help
you understand and apply Chadsworth’s requirements for personal and corporate behavior.
Although we cannot provide clear-cut guidelines for every possible situation, we can alert you
to potential issues and provide guidance to help you in your decision-making. Ultimately,
we rely on your individual judgment and personal integrity to uphold these standards.
You should carefully read and familiarize yourself with this information. You are also expected to:
Conduct yourself with integrity and in a professional manner
Become familiar and comply with the Chadsworth policies and procedures that apply to your respective duties
Not engage in any unlawful or unethical activities
Seek guidance when needed from management staff
Follow the guidelines provided in the section entitled "Raising Concerns"
HELP AND INFORMATION
If you need further information on any topics discussed in Chadsworth’s Ethics Policy or you wish
to discuss a matter of concern, you are encouraged to contact your supervisor or
Owner and Founder of Chadsworth, Incorporated, Jeffrey L. Davis.
All communications will be treated with courtesy and discretion. In raising a concern, you may
remain anonymous, although you are encouraged to identify yourself. Confidentiality will be
protected to the extent feasible or permissible under law. Chadsworth will take each communication
seriously and, if warranted, will conduct an investigation and take any necessary corrective action.
You will not be retaliated against for contacting management. However, anyone who knowingly makes
a false accusation or knowingly provides false information may be subject to discipline.
ANTITRUST AND FAIR COMPETITION
Antitrust & Fair Competition Laws
Chadsworth is firmly committed to competing vigorously and fairly for all business opportunities
based upon the merits of our products and services. Compliance with laws governing business
competition is critical to upholding this commitment. Antitrust and fair competition laws are
complex and vary from country to country. Generally, these laws are designed to promote
fair business competition by requiring companies to compete independently rather than
join together in activities that potentially restrain trade such as price
fixing, allocating markets or customers, and group boycotts.
The following guidelines must be followed. They have been developed to
help you recognize situations that may have legal implications.
Communications with Competitors
Except when participating in approved discussions, do not communicate with competitors on sensitive topics such as:
Past, present, or future prices
Speaking and Writing
Be careful how you speak and write. Legal actions often involve questions of intent and motive. Poorly
worded documents and messages are subject to misinterpretation and should be avoided. Examples of
statements to avoid include: "We will crush the competition" or "I can’t wait to put them out of business."
Exercising monopoly power is generally illegal. In markets where our services are dominant you should
avoid actions which may reflect monopolistic intent. Examples of such actions include providing
discounted services to some customers and not others, or selling services below
our cost to the detriment of our remaining competitors.
Trade Association Activities
Government authorities often review conduct at trade association meetings, expos, or other gatherings.
Trade associations generally publish internal procedures for sharing competitive information. Such
procedures must be followed. At trade association meetings you should be careful not to discuss
sensitive topics (such as pricing) with competitors during social functions or other informal gatherings.
Information about competitors is a valuable business tool. However, it must be properly obtained
and used. Competitive information should be obtained from public sources such as public
presentations, journal articles or advertisements. Avoid illegal or improper means of obtaining
competitive information such as misrepresenting who you are or for whom you work.
FRAUD AND FALSE STATEMENTS
Honesty and integrity are fundamental to responsible business practices. It is against our policy for
you to engage in any fraudulent or deceptive activity toward Chadsworth, our customers, employees,
contractors, any government agency or official, or other third party. Examples of prohibited activities
include making false statements, making false claims for reimbursement, altering documents in order
to deceive someone or concealing facts which under the circumstances should be disclosed.
BRIBES AND KICKBACKS
If you believe you have been expressly offered or otherwise solicited in connection with a bribe, kickback
or illegal inducement, (including being pressured to offer any such payment) or if you learn of such
conduct involving any Chadsworth employee, notify the Owner, Jeffrey L. Davis, immediately.
DATA PRIVACY PROTECTION
Chadsworth, like many other companies, gathers information about employees related to their jobs.
It is our policy to safeguard the confidentiality of individually identifiable personal information as required
by law. Only management personnel are authorized to respond to requests for information about an
applicant, a current employee or a past employee. If you receive a request for any information
regarding a current or former employee, such as a reference, you must refer it to management.
Political Contributions and Activities
We encourage you to exercise your rights of citizenship by voting, making political contributions or by
volunteering time in support of parties or candidates of your own choosing. However, all such activities
must be done on your own time and with your own money and resources. In many countries, a company’s
involvement in the political process is regulated by laws that generally prohibit payment of corporate funds
or use of company property for the benefit of any political party, candidate or campaign. For these reasons,
you may not use work time or Chadsworth’s resources (such as money, copier machines
or stationary) to support candidates or political campaigns.
When we provide services to a government agency, we take on responsibilities in addition to those associated
with private business transactions. For example, when performing services for the United States government,
we are required to comply with certain Federal Acquisition Regulations (FARs). In addition, there are terms
in government contracting that have a very different meaning than in private business transactions. It is not
possible to reference all the requirements that apply to government contracting here. If a particular job requires
you to participate in making proposals, entering into or performing contracts with any government agency, you
are required to first review the situation with Jeffrey L. Davis before bidding on the project. In particular, you
must be sure that any certifications or representations made to any government agency are accurate and have
been reviewed, approved, and signed by an authorized signature holder.
CONFLICTING PERSONAL INTERESTS
We respect your right to be involved in personal activities outside the scope of your employment, provided such
activities do not interfere with your job responsibilities. You must avoid any activity or relationship that
might conflict – or appear to - with your ability to act in the best interests of Chadsworth. Such a situation
can arise in a variety of ways. You are responsible for disclosing potential personal conflicts of interest when
they arise and for taking any actions regarded by Chadsworth as being necessary to address your situation.
The following subsections describe situations where personal conflicts of interest commonly arise. However, the
list does not cover all possible situations where such conflicts might occur. If you have doubts about the
existence of a conflict of interest, or need to disclose a potential conflict of interest, discuss the
situation with your manager or contact the owner, Jeffrey L. Davis.
Ownership in Other Businesses
You may not have a significant financial interest, directly or indirectly, in any customer, potential customer
or competitor of Chadsworth, without Mr. Davis’ prior written approval.
A "significant financial interest" generally means ownership by you and/or your family members of more
than one percent (1%) of any class securities of a corporation or in an amount that represents more than
five percent (5%) of the total assets of you and/or your family members. Other financial interests could
be significant, so you must disclose virtually any financial interest in such organizations to your manager.
It is sometimes permissible for you to have a second job or be self-employed while working for Chadsworth.
Any such second job or self-employment must not compromise Chadsworth’s interests, adversely affect
your job performance or restrict your ability to fulfill your responsibilities to Chadsworth. If you work or
are considering working in a second job, you must notify Mr. Davis for approval.
A conflict of interest may arise if a family member works for a Chadsworth competitor or customer or if
a family member is in a position to influence the sale of goods or services to Chadsworth. "Family members"
include spouses, domestic partners, parents, and children. You must disclose to your manager if you have a
family member that works for a Chadsworth competitor or customer or if a family member holds a
position that could influence the sale of goods or services to Chadsworth.
Serving on Boards of Directors
You must obtain permission from Mr. Davis prior to serving on the board of directors to any for-profit
corporation, except for a family business or other corporations organized for personal financial management.
Gifts and Entertainment
The occasional exchange of modest gifts, meals, or entertainment is useful for building goodwill in business
relations. However, gifts should never interfere with your objectivity or be used to influence another person’s
decisions. The following are some general guidelines regarding accepting and giving gifts.
Accepting.On an occasional basis, you may accept gifts or entertainment of nominal value. Gifts and
entertainment are of "nominal value" when they are inexpensive and unlikely to be perceived as influencing
your behavior. Examples include an occasional meal or promotional items as a pen, visor, or coffee mug.
Acceptance of any gift should not compromise your ability to act in Chadsworth’s best interest or reflect a
pattern of frequent acceptance of gifts from the same company or person. Asking for gifts is always prohibited,
regardless of amount. You may not accept any offer of options to purchase stock in customers or suppliers
without the prior written approval of Mr. Davis. If you are unsure about accepting a gift, ask your manager
or Mr. Davis for guidance. If you are unable to ask, politely decline the offer.Giving.You may provide meals,
refreshments, entertainment and other business courtesies of nominal value to non-government persons in
support of business activities, provided your manager approves the gift and the amount and the gift does not
violate any regulations of the recipient’s organization. You should inquire about prohibitions or limitations
on the recipient before offering any business courtesy. The courtesy must be infrequent in nature and not
be lavish or extravagant under the circumstances. Giving gifts of cash or cash
equivalents is never permitted, regardless of amount.
Stricter rules apply when we do business with governmental officials. Because specific laws and rules apply
to these relationships, always talk to management before offering gifts or hospitality to government employees.
Consultants and Agents
Care must be taken in selecting consultants or agents to represent Chadsworth. You should ensure
that no conflict of interest exists between Chadsworth and the firm or person to be retained. The
decision to select a specific person or firm must be a business decision based on qualifications and merit.
EMPLOYMENT PRACTICES & WORKPLACE CONDUCT
Health and Safety
We are committed to providing a safe and healthy workplace. You have an active role in helping ensure a safe
and secure work environment, including taking reasonable care for your own health, safety and security and the
health of others that may be affected by your acts. You are expected to abide by all safety/security rules and procedures.
Acts of violence and/or threats towards individual(s) or Chadsworth, are prohibited. Weapons of any type are
strictly forbidden and may not be brought to any Chadsworth-sponsored activity or onto Chadsworth property,
including parking lots or company vehicles. If you become aware of a threat or
act of violence, report the incident immediately to your manager.
Equal Employment Opportunity
We are an equal opportunity employer and make employment decisions on the basis of qualifications and
merit. Our policies prohibit discrimination made unlawful by applicable national, state and local laws with
respect to recruitment, hiring, termination, training, promotions, and other terms and conditions of employment.
If you believe you have been subjected to any form of unlawful discrimination, you are encouraged to
provide a written complaint to your manager. You will not be retaliated against for making a complaint,
provided you do not knowingly provide false information or knowingly make a false accusation.
Prohibited Conduct. We are committed to maintaining a work environment in which everyone is treated
with respect and dignity. We have strict policies prohibiting unlawful harassment. Prohibited conduct consists
of unwelcome conduct, whether verbal, physical or visual that is based upon a person’s status protected
under applicable laws.Examples of prohibited conduct include making racial or ethnic slurs or making insulting
comments about a person’s disability. Telling jokes, kidding or teasing about another person’s protected
status are also prohibited. Sexual Harassment. Our policies prohibit sexual harassment. Sexual harassment
consists of sexual advances, requests for sexual favors, and other verbal, physical or visual conduct based on
sex when (1) submission to the conduct becomes an implicit or explicit term or condition of employment;
(2) submission to or rejection of the conduct is the basis for any employment decision; or (3) the conduct
has the purpose or effect of unreasonably interfering with a person’s work performance or creates an
intimidating, hostile, or offensive working environment. Sexual harassment is not limited to explicit demands
for sexual favors, but can include many types of conduct based on sex,
whether directed toward a person of the opposite or same sex.
If you have experienced or witnessed any conduct that you feel may be inconsistent with our anti-harassment
policies, immediately notify your manager. If you, for whatever reason, are not comfortable notifying your
manager, you should notify Jeffrey L. Davis. The utmost discretion will be used in the investigation of such
matters, and you will not be retaliated against for making such a report. If you find someone’s conduct
unwelcome or offensive, you should make that known to the person, and if the unwelcome
conduct continues, immediately notify your manager or Jeffrey L. Davis.
Being under the influence of alcohol or drugs can impair your ability to function effectively and may
lead to situations that endanger you or those who work around you. Our policies prohibit you from
working or reporting to work while under the influence of alcohol, illegal drugs or controlled substances.
You are also prohibited from the illegal use, sale, distribution or possession of alcohol, narcotics, drugs
or controlled substances while on company premises, work sites or at
Chadsworth-sponsored events (including meals or break periods).
Drinking alcoholic beverages at Chadsworth-sponsored events may occur if approved by local management &
only if it would not endanger yourself or others, impair your ability to do your job, or adversely reflect on Chadsworth.
CORPORATE ASSETS & BUSINESS INFORMATION
Use of Chadsworth’s Property
Chadsworth’s name, facilities, equipment, material, and supplies may only be used for valid
business purposes. You may not make personal use of company resources
or make use of any Chadsworth business opportunity for you personal gain.
Occasional personal use of systems such as telephones, voice mail, e-mail, and facsimiles is
permissible if such use does not interfere with your work responsibilities, lead to excessive
costs, or violate the standards in this guide or in any other Chadsworth policy or procedure.
You should not assume that any messages sent over such systems are private or will not be
seen or heard by someone other than the person receiving the message. Chadsworth may
access information from these systems, with or without notice to you. We have specific
policies regarding the appropriate use of our e-mail and access
to the Internet. Please refer to your Chadsworth Policy Manual.
Books and Records
Our business records are often relied upon to produce reliable and accurate reports to management,
customers, government agencies, and others. It is important for you to accurately record business
information, such as on timesheets and expense reports. Any document you create should accurately
reflect the facts of the situation and not contain inappropriate language or derogatory comments.
This requirement applies to all communications including e-mail, voice mail, daily planner notes
and memos. No false entries may be made in any Chadsworth file, document, or record for any reason.
Confidential Information and Trade Secrets
Confidential information and trade secrets are a valuable business asset. As part of our employment
with Chadsworth, each of us is required to sign a Confidentiality Agreement. Those agreements and our
policies generally prohibit you from disclosing confidential information or trade
secrets of Chadsworth or our customers to anyone outside the company.
Confidential information includes information that is not generally disclosed and which is useful or
gives Chadsworth an advantage over competitors. Typical examples include unpublished financial data;
human relations data; business processes, plans, and strategies; computer software programs,
programming and codes; customer and employee lists; or business methods or systems.
Trade secrets are a special type of confidential information for which specific measures are taken to
prevent public disclosure. It is impossible to list the many types of trade secrets that exist, but a
famous example is the formula for making Coca-Cola. Examples of trade secrets that may be owned by
Chadsworth include computer programs developed internally, column or related product designs, or special
techniques related to our sales and/or customer service. You must take special care in preparing documents
or other materials containing trade secrets, in safeguarding them from disclosure and in securely storing them.
No confidential information or trade secret may be disclosed to any third party working with or for
Chadsworth (for example, a contractor, supplier, or consultant) or a Chadsworth customer unless
they have signed a Confidentiality Agreement. Please contact Jeffrey L. Davis’ office for approval
and documentation. Generally, confidential information and trade secrets should only be
disseminated on a "need to know" basis to others working for or on behalf of Chadsworth.
A wide variety of laws exist to protect intellectual property, which includes copyrights, trade secrets,
trademarks, and patents. It is our policy to comply with all such laws, to protect our own intellectual
property and to not infringe on the intellectual property of others. As part of your employment
with Chadsworth, any intellectual property created by you in
the course of working at Chadsworth belongs to Chadsworth.
Copyright laws protect original works of authorship such as books and other written materials, videotapes
and computer programs. Such laws prohibit, among other things, unauthorized copying or distribution of
such materials. You may not copy or otherwise reproduce, distribute or alter copyrighted materials from
books, supplier literature or websites, trade journals, magazines, computer software, or similar works,
without permission from the copyright owner. Software used in connection with our business
must be properly licensed and used only in accordance with that license.
Trademark laws are designed to protect consumers from confusion as to the source and quality of goods
or services. Chadsworth and other companies have trademarks that are used to identify and distinguish
the company’s products (i.e. PolyStone™). It is important that Chadsworth’s trademarks are acknowledged
and used properly. We have specific trademark clearance and registration procedures as well as specific
guidelines for proper use of a new name, slogan, logo, or symbol for any Chadsworth service or product.
Patent laws protect inventions or discoveries relating to processes, machines, manufacturers and composition
of matter. Inventions must be new, useful, and non-obvious in order to qualify for patent protection. For
example, Chadsworth’s new column capital for pergolas currently is patent-pending. Since patent protection is
lengthy (as long as 20 years from the date of filing a U.S. patent application), it is a powerful tool for protecting
intellectual property. Please contact Jeffrey L. Davis’ office for questions
about any patent issue or if you believe a patent may be worth pursuing.
A good reputation must be earned and can easily be lost. We have each worked hard to build Chadsworth’s
reputation for customer service and excellent products. Adhering to the following guidelines will help
our hard-earned reputation: Advertising and Promotion.Describe our products and services accurately.
Do not misstate facts or create misleading impressions in any advertising or public statements. Media Relations.
We value our relationship with the media. To ensure professional handling, all inquiries from the media need to
be promptly directed to Raye Frazelle in Marketing or Barbara Heddinger in Public Relations.
Legal Disputes.Chadsworth, like any company, may become involved in legal disputes. You must
immediately contact Mr. Davis’ office if you receive a legal document relating to Chadsworth such as
a subpoena, a summons, or a letter from an attorney. Never threaten or initiate
legal action on behalf of Chadsworth without consent of Mr. Davis.
ADDRESSING PARTICULAR SITUATIONS
Using or hearing the following, or similar, phrases may indicate that questionable activity has or may be taking place.
"Everyone does it."
"No one will ever know."
"I’ll never do this again."
"We’ll do whatever you want if you’ll give us your business."
"We didn’t have this conversation."
"Just make sure no one ever sees that document again."
"The ends justify the means."
CONSIDER THE ALTERNATIVE
When confronted with a decision that might involve you or others in questionable activities,
stop and think. If you are unsure about a particular situation, ask yourself the following questions:
Are my actions legal?
What will I think about myself afterwards?
What would my family or friends think about what I was doing?
How would it look in a newspaper article or on TV?
Are there any alternatives to my actions?
If you know it is wrong – DON’T DO IT.
If you are still not sure – ASK FOR GUIDANCE.
If you become aware of activities that are inconsistent with the standards set forth in Chadsworth’s Ethics Policy:
First try to resolve your concern with your co-worker or manager.
If resolution through such channels are not appropriate or if you have already taken
this step and feel the issue was not adequately resolved, you should contact Jeffrey L. Davis.
We each have an obligation to practice good business ethics. This guide cannot cover all the rules
and regulations that apply to every situation. However, the values and requirements summarized here
can help you make the right decision. Each of us is expected to behave ethically even in the absence
of a specific company policy. Our reputation and continued success
depend on the decisions you make every day.
We each are responsible for our own actions. No illegal or unethical act can be justified by claiming
that higher management ordered it. You always have resources to contact for assistance such as the
Owner and Founder, Jeffrey L. Davis.