Code of Conduct
Every employee of KIC occupies a position of respect and trust. In varying measure, each employee represents the Company in his or her relations with others, whether with other employees, customers, competitors, governments, investors, or the general public. It is the Company's intent that each employee maintains the highest ethical standards of behavior while conducting the Company's business.
Whatever the area of activity and whatever the degree of responsibility, the Company expects its employees to act in a manner that will enhance the Company's reputation for honesty, integrity, and faithful performance of its proper obligations.
To assure the foregoing, the Board of Directors of the Company has adopted the following Code of Conduct (the "Code"). This Code is intended to serve as the basis for the legal, moral and ethical obligations the employees assume in carrying on the business and affairs of the Company and sets the standards of behavior, which the Company requires of its employees.
A Commitment to Ethical Business Conduct
Mandatory compliance of the provisions of this Code as set forth in items 1-9 below is expected under all circumstances. The Code affirms in specific terms the Company's commitment to uphold high moral and ethical standards and to specify the basic norms of behavior of those conducting its business. While the business practices must be consistent with the economics and social priorities of the business communities in which the Company operates, the Board of Directors believe that honesty is an essential standard of integrity in any locale. Thus, though local customs may vary, KIC's activities are to be based on honesty, integrity, and respect.
Company policy on specific issues is as follows:
1. The Company and its employees shall comply with all lawful requirements, domestic and foreign, applicable to the Company's business.
Note: If an employee is in doubt about the application of any legal requirement, the employee should refer to matter to his or her first line supervisor who, if necessary, should seek the advice of the legal counsel.
Many of the Company's activities are subject to complex, changing and, in some cases, conflicting laws and regulations affecting both local and foreign operations. Ignorance of the law is not a defense. Moreover, agreements or arrangements need not necessarily be in writing for the contravention to be inferred from the conduct of the parties.
Accordingly, employees must diligently seek to avoid conduct which might be interpreted as be in contravention of laws governing the affairs of the Company in any jurisdiction where it carries on business, and should seek the advice of the Company's President where there is uncertainty.
2. Employees shall not offer, or furnish on behalf of the Company, expensive gifts or excessive entertainment or benefits to other persons.
Note: Employees, whose duties permit them to do so, may furnish modest gifts, favors, and entertainment, provided ALL of the following tests are met:
2.1 They are not in a form such as cash, bonds or negotiable securities, or of sufficient value to be construed as being a bribe, payoff, or other improper payment;
2.2 They are made as a matter of general and accepted business practice;
2.3 They do not contravene the law and are made in accord with generally accepted local ethical practices and standards; and
2.4 If subsequently they become a matter of public attention, they would not in any way reflect unfavorably on the Company or their recipients.
For example, reasonable expenses for the entertainment of customers, prospective employees, or business associates are permissible on the part of employees whose duties embrace the provision of such entertainment, provided proper accounting is made.
Secret commissions or other direct or indirect compensation to customers or their family members or associates are contrary to this Code.
3. The Company's books and records must reflect, in an accurate and timely manner, all Company transactions.
Note: No disclosure of funds, payments, obligations, bank accounts, or assets of the Company is permissible. The use of Company funds or assets for any unlawful or improper purpose is strictly prohibited. Those responsible for the accounting and record-keeping functions are expected to be vigilant ensuring enforcement of this section.
4. Employees may not use their employment status to obtain personal gain or benefit from other employees or from those doing or seeking to do business with the Company.
Note: Employees should neither seek nor accept gifts, payments, services, fees, valuable privileges, pleasure or vacation trips or accommodations, or loans from any person (except from persons in the business of lending and then on conventional terms) or from a supplier, or any other person, organization, or group that does, or seeks to do, business with the Company or any of its affiliates, or from a competitor of the Company or any of its affiliates. However, employees may accept modest gifts, favors, or entertainment, provided that in so doing standards consistent with the test relating to the furnishing of gifts set forth Section 2 are met.
5. The use of Company funds, goods, or services as contributions to political candidates, campaigns or referenda is forbidden, unless authorized by the Board of Directors.
Contributions include money or anything having value, such as loans, services, excessive entertainment, trips, and the use of Company facilities or assets. Further, no employee is to be reimbursed for any contributions which he or she might make.
The Company encourages political activity and political involvement by its employees in support of parties, candidates, and issues of their choice, but acting on their own behalf and not as representatives of the Company.
6. All dealings between employees of the company and public officials or other persons are to be conducted in manner that not compromise the integrity or question the reputation of any public official or other persons, the Company, or its affiliates.
Note: Employees should avoid acquiring any interest or participating in any activities that would tend:
6.1 To deprive the Company of the time or attention required to perform their duties properly; or
6.2 To create an obligation or distraction which would affect their judgment or ability to act solely in the Company's best interest.
In certain instances, ownership of or participation ownership in a competing or complementary business enterprise might create or appear to create such a conflict. Employees shall disclose to their superiors in writing, or as may be otherwise required, all business, commercial, or financial interest or activities where such interest or activities might reasonably be regarded as creating an actual or potential conflict with their duties of employment. Every employee of the Company who is charged with executive or managerial responsibility is required to see that actions taken and decisions made within his or her jurisdiction are free from the influence of any interests that might reasonably be required or deemed as conflicting with those of the Company. Employees must do more than merely act within the law. They must act in such a manner that their conduct will bear the closest scrutiny should circumstances demand that it be examined. Not only actual conflicts of interest, but the very appearance of conflict must be avoided.
7. Unless previously published, the Company's records, reports, papers, devices, processes, plans, methods, and apparatus are considered by the Company to be secret and confidential, and employees are prohibited from revealing information concerning such matters without proper authorization.
8. Inside information obtained as a result of an individual's employment with the company shall neither be disclosed to others nor used for personal financial gain.
9. Employees will support and promote the Company policy to provide a work environment within which individuals are provided equal employment opportunities, kept free of all forms of discrimination, and treated with respect.