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INTEGRITY | RESPECT | TRUST | PURSUIT OF EXCELLENCE
CUSTOMERS | EMPLOYEES | BUSINESS PARTNERS | SUPPLIERS | SHAREHOLDERS | COMMUNITY
| ENVIRONMENT
PERSONAL INTEGRITY
Values and Behaviors
Textron’s Commitment to Integrity — An Important Message from our Chairman and
Chief Executive Officer
Standards of Business Conduct
Conflicts of Interest
Protection of Assets and Information
Protection of Business Information, Intellectual Property, and Other
Non-Tangible Assets
Protection of Physical Property and Assets
Records Management
Accuracy of Records and Disclosures
Business Records
Public Disclosures
Insider Trading
COMPANY, EMPLOYEE AND COMMUNITY RELATIONSHIPS
Our Employees
Equal Opportunity
Diversity
No Harassment
Drug-Free Workplace
Personal Data Protection
Environmental Protection, Health and Safety
Political Contributions and Activities
RELATIONSHIPS WITH OTHER PARTIES
Gifts and Entertainment
Improper Payments
Customers and Suppliers
Business Partners
Transactions with Governments
Antitrust and Competition Laws
International Trade
Import Controls
Money Laundering
Export Controls
Boycotts
ETHICS & COMPLIANCE
Textron’s Ethics & Compliance Program
WHERE TO FIND HELP
Reporting Violations/Raising Questions
Textron provides the Business Conduct Guidelines to its employees worldwide for their guidance in recognizing and resolving business conduct issues. The Guidelines are not an employment contract and do not create contractual rights.
OUR GOALS:
■ Living Our Values Every Day
At Textron we are committed to the values of INTEGRITY, RESPECT, TRUST and PURSUIT OF EXCELLENCE in all relationships with CUSTOMERS, EMPLOYEES, BUSINESS PARTNERS, SUPPLIERS, SHAREHOLDERS, the COMMUNITY and the ENVIRONMENT.
OUR GOALS:
■ Adopting Premier Behaviors
■ Be Accountable
Hold ourselves and others accountable for execution. Deliver on our commitments.
■ Enable Change
Challenge the status quo by always looking for opportunities to improve.
■ Make Others Successful
Approach our work with a keen focus on how we can help our customers, investors
and each
other be more successful.
■ Think Textron Enterprise
Apply an enterprise perspective and mindset in decisions and actions. Think
about how what we’re doing can be helped by, or help strengthen, the Company as a whole.
■ Debate and Support Decisions
Demonstrate the courage to debate, and then get behind the decision, supporting
it in both
word and deed.
■ Listen and Communicate
Take the time to engage in two-way communication, which is more about active
listening
than it is speaking.
■ Put the Customer First
Relentlessly focus on understanding and addressing our customers’ needs. This
applies to all of us, regardless of the role we play in the organization.
■ Understand How I Add Value
Each of us needs to have a clear picture of how what we’re doing, every day,
adds value to
the business. If we aren’t sure, then it’s time to re-evaluate what we’re doing.
■ Think Globally
Understand the world around us, and view our opportunities, challenges and
resource needs
within a global context, not just within the confines of our local geography.
This applies to
growth, cost, and talent — our competitiveness across every dimension.
■ Living Our Values and Behaviors
It is essential to the future success of Textron that each of us take personal
responsibility for
leadership regarding these principles and that we are always dedicated to
continuous
improvement. In return we will have a culture that fosters a safe workplace,
values diversity,
encourages communication and respects innovation.
Textron’s Commitment to Integrity
A MESSAGE FROM OUR CHAIRMAN AND
CHIEF EXECUTIVE OFFICER, SCOTT C. DONNELLY
I would like to take this opportunity to emphasize that compliance remains a very important issue for all of us at Textron. I believe that we hire good people whose integrity and ethics are above question. Clearly, we expect our employees to demonstrate these values in all of their professional interactions.
However, it’s also important to recognize that we live in complex times.
All of us have read about companies whose behaviors have jeopardized their organizations, their employees and even whole communities. When we fail to live up to the standards that we have set for ourselves we are at serious risk of damaging our businesses, our brands and our credibility.
What it comes down to is this: Doing the right thing matters. Behaving ethically
matters in
our relationships with our co-workers. It matters in our dealings with
suppliers. It certainly
matters to our customers. It matters to our future.
That’s why I ask each of you to review and personally commit to our Business Conduct Guidelines. In an increasingly regulated and changing business environment, it may be difficult to always know the right thing to do. The Business Conduct Guidelines are a valuable resource that serves as a road map for every one of our employees around the world. If you are ever in doubt about whether some action will violate Textron standards or the laws of the countries where we do business, consult our Ethics HelpLine or talk to one of our attorneys or compliance officers.
I am proud to be part of a company with a strong Ethics & Compliance Program — one that has served its employees well for more than 30 years. As you go about your day to day work, I trust that you will continue to value responsible, ethical conduct and our core values of trust, respect, integrity and pursuit of excellence as much as I do.
Scott
As Textron employees, we are expected to carry out the Company’s
business with fairness, honesty, integrity and high ethical standards, and in
compliance with the laws and regulations of the countries in which we
conduct business. These standards must govern our conduct when making
decisions which affect Textron.
QUESTION
Does management really expect employees to adhere to the Textron Business
Conduct Guidelines if that
could mean losing business or reducing profitability?
ANSWER
Yes. Our reputation and our ethics outweigh financial considerations. Conducting
Textron’s business with
honesty, integrity and high ethical standards, and in compliance with applicable
laws, is essential to our
business and profitability in the long term. Textron pays close attention not
only to financial performance, but
also to how each employee makes business decisions and executes the daily tasks
of his or her job.
Textron respects the right of all employees to engage in personal activities
outside of work. However, each of us has the responsibility to avoid
activities which conflict or appear to conflict with our job responsibilities or
the interests of Textron. Any employee activity which may involve a conflict
of interest or even the appearance of a conflict of interest must first be
approved by the employee’s direct supervisor with the assistance of the
employee’s Ethics & Compliance Officer or Company legal counsel.
THE FOLLOWING ARE EXAMPLES OF CONFLICTS OF INTEREST:
• Engaging in employment or any other activity that interferes with our ability
to devote the
required time and attention to our job responsibilities at Textron.
• Holding a significant financial interest in a current or prospective customer,
supplier or competitor
of Textron, or serving as an employee, consultant or director of that business.
• Directing Textron business to a supplier owned or managed by a relative.
• Supervising the job performance or compensation of a relative.
• Using confidential Company information or improperly using Company assets for
personal benefit
or the benefit of others.
QUESTION
Your spouse/partner has a financial interest in a small, privately-owned
supplier of the Business Unit
you work for. Are you required to report this matter?
ANSWER
Yes. All employees are required to report any conflict or appearance of a
conflict. Even though you may not
deal directly with this supplier and the value of the interest may not create an
actual conflict, there could be
the appearance of an impropriety. However, with appropriate disclosure and
safeguards, it may be possible for
the relationship to continue.
QUESTION
You are a tool designer and have been approached by another company to moonlight
on tool design
work for them at a very attractive hourly rate. You could use the extra money.
Since the work you will
be doing is similar to what you do for Textron, is there a conflict of interest?
ANSWER
There may be. Even if this work is not for a Textron supplier, customer or
competitor, outside work could be a
conflict of interest and requires a prior conflict of interest determination by
your supervisor with the assistance
of your Ethics & Compliance Officer or Company legal counsel. The work might
also lead to improper disclosure
of proprietary Textron information.
QUESTION
There is a manager level job opening at your Business Unit, and you are asked to
identify qualified
candidates for the position. A member of the management team at the Business
Unit recommends
his/her relative for the position. What should you do?
ANSWER
This could be a sensitive issue. You may consider the relative along with all of
the other candidates identified,
provided
(i) the relative is otherwise qualified for the position;
(ii) hiring
the relative would not constitute a
breach of a contract with a third party or a violation of applicable law or
regulations or of a policy in effect at
your Business Unit;
(iii) the person reviewing the candidates is made aware of
the relationship to the
management team member;
(iv) the management team member is not involved in the
hiring decision;
(v) the
hiring decision is not made by a person who reports directly or indirectly to
the management team member;
and
(vi) if the relative is hired, the management team member must not, directly
or indirectly, supervise the
job performance or compensation of the relative.
QUESTION
Would it be a conflict of interest for a Textron employee to invest in another
company with which
Textron does business?
ANSWER
An investment in the stock of a widely-held, public corporation listed on a
national stock exchange, where
Textron’s transactions with that corporation would not affect the value of such
stock, would not be in violation
of this Guideline. But an investment or interest in a smaller supplier,
customer, contractor or other firm dealing,
or seeking to deal, with Textron, where Textron business might be significant to
that company, could be in
violation of this Guideline. Prior disclosure to your Ethics & Compliance
Officer of the proposed investment is
required under this Guideline.
QUESTION
You are a buyer of special materials at a Textron Business Unit. One of the
Business Unit’s suppliers has
offered you a part-time job. Would accepting the job create a conflict of
interest?
ANSWER
Yes. We are obligated to avoid even the appearance of a conflict of interest. No
matter how the offer of parttime
work might be made or accepted, others might see it as a kickback paid to you in
return for Company
business, or a factor which could influence your business judgment regarding
that supplier.
Protection of Assets and Information
We must properly use, protect, and safeguard Company property, both tangible and intangible, as well as the property of our customers, suppliers and business partners that is in our possession.
PROTECTION OF BUSINESS INFORMATION, INTELLECTUAL PROPERTY AND OTHER NON-TANGIBLE ASSETS
Textron’s policy is to safeguard the intellectual property assets and proprietary information of the Company as well that of third parties, including that of our customers, suppliers and business partners. Our employees are expected to properly use, respect and protect such information and assets, whether in paper or electronic form, including proprietary business information and other intellectual property such as patents, trade secrets, copyrights, trademarks, information technology (such as software and data) and all Company records created or maintained in both paper and electronic form.
All documents, inventions, writings, records, software codes or applications or other intellectual property created by Textron employees in the course of their duties or with Textron resources are considered works for hire and as such are deemed Company property, must be appropriately protected, and may be Company confidential information.
Protection of non-public Company information is especially important. Unauthorized use or release of information regarding plans, strategies, costs or prices, pending contracts or unannounced products could jeopardize the Company's competitive position or result in violations of securities laws, and is prohibited. In order to better protect non-public information, all proprietary Company business information and information of our customers, suppliers and business partners, should be disseminated internally only on a “need-to-know” basis.
For more information regarding the recommended process for protecting the Company’s intangible assets, please see the Textron Intellectual Property Management Guide.
QUESTION
You get a call from the accounting manager at a customer who wants information
on some of Textron’s
financial control procedures for a benchmark analysis the customer is preparing.
Is it all right to let the
customer’s accounting manager see that kind of information?
ANSWER
Requests for release of any kind of Company records, even control procedures,
need to be reviewed on a caseby-case
basis. Discuss the situation with your supervisor and Company legal counsel
before releasing records or
information about Company procedures.
PROTECTION OF PHYSICAL PROPERTY AND ASSETS
We must properly protect the security of our employees and our workplaces. This includes properly using and securing the physical property of the Company and of our customers, including the government, suppliers, and business partners which is in our care or possession. This applies to the physical assets of all kinds, including Textron’s facilities and the assets of employees and third parties who work at or visit Textron’s facilities. It also applies to documents, materials, equipment, supplies, inventory, facilities, and communication equipment such as computers, cell phones and personal digital devices.
For more information regarding processes for protecting the Company’s information technology assets, please see the Textron Employee Policy on Information Technology.
QUESTION
Does this Guideline include ensuring that there are security measures in place
for the protection of our
employees and other personnel?
ANSWER
Yes. Our employees are our most valuable asset and this Guideline includes
security measures, such as badges,
gates, security guards and other appropriate and prudent security measures that
are in place to protect both our
employees and visitors, and our facilities.
QUESTION
You are in the process of purchasing a new home and the mortgage company just
called to say that
they need a copy of your latest pay stubs by the close of business today. You
cannot leave work early in
order to get it to them in time, but you could fax it. Are you permitted to use
the Company fax machine?
ANSWER
Occasional, limited personal use of Company telephones, fax machines, copiers,
personal computers and voice
mail is permissible, but you should not abuse the privilege. Abuse of this
privilege can lead to disciplinary
action.
Textron creates and receives millions of records in the course of its business. A record should be retained only for as long as there is either a business need for the record or a legal requirement to preserve the record. As Textron employees we should review both our paper and electronic files on a regular basis and discard or delete those records for which there is no continuing business or legal reason to retain. Records will be disposed of in a manner consistent with the degree of confidentiality and sensitivity required by the information within the record. We will comply with all requirements established by law that require the preservation of specific records, including legal holds that may be imposed by Company legal counsel in connection with anticipated or actual litigation or investigations. Finally, each employee should become familiar with and follow all applicable Company policies and procedures that pertain to records management and careful communications.
For more information regarding records management, please see the Corporate Office Records Management Guide and records management policies for each Business Unit.
QUESTION
What is a business record?
ANSWER
Typically we think of business records as simply paper or electronic documents,
such as letters, e-mail, and the
like. In fact, business records are:
(i) anything on which sound, visual images,
and/or words are recorded,
including databases, e-mail, drawings, photographs, web pages and voicemail;
(ii) used by Textron personnel in
the course of performing their jobs, including records serving a dual business
and “personal” function (such as
calendars and diaries); and
(iii) whether prepared internally or received from
external sources.
ACCURACY OF BUSINESS RECORDS AND DISCLOSURES
Government agencies, customers and suppliers rely upon the integrity of our business records. All business records (for example, timecards, purchase orders, quality reports, certifications and financial records) must accurately reflect the transactions of the Company in accordance with all applicable requirements. We will not create or permit false or misleading entries to be made in the records of the Company under any circumstances.
Textron requires full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the U.S. Securities and Exchange Commission and in other public filings and communications. All employees who are involved in the preparation, review and dissemination of such information are subject to this requirement.
QUESTION
Your Business Unit is in a rush to get an order out for a customer. In order to
meet the customer’s
delivery date, you have been told to sign off on an inspection report prior to
completion of all the
required checking and paperwork. What should you do?
ANSWER
You should refuse to sign the report prior to all inspections and paperwork
being complete. Otherwise, you
might be falsifying information and Company records, as well as failing to
complete the necessary steps to
confirm the integrity of the product. Discuss the matter with your supervisor
and if the situation cannot be
resolved, contact your Ethics & Compliance Officer or the Business Unit or
Textron Ethics & Compliance
HelpLine.
QUESTION
You work in the accounts payable department and it is just prior to the
accounting month-end. You have
received an invoice from one of your suppliers for materials that have already
been received and
processed through your receiving inspection department. Your supervisor sees the
invoice in your in-box
and tells you to wait to date-stamp and record the invoice until the next
accounting month. You do not
think this is right? What should you do?
ANSWER
First, discuss your concerns with your supervisor. You have the responsibility
to maintain Textron’s books and
records accurately and in accordance with approved accounting procedures. By
talking with him or her, your
concerns may be resolved. If you are not satisfied with your supervisor’s
response, it is your responsibility to
report your concerns in accordance with the Reporting Violations/Raising
Questions section of these Business
Conduct Guidelines.
QUESTION
You take an occasional look at an Internet message board on Textron. One day you
see comments
posted about your Business Unit that you know are untrue. Should you respond by
posting the facts?
ANSWER
No. It is the responsibility of the Textron Corporate Communications Department
to make public statements
about the Company, however, you should contact the Textron Corporate
Communications Department about the
incorrect comments.
As Textron employees we are prohibited from buying or selling Textron securities while we are aware of “material” information about Textron that has not been disclosed to the public. Information is considered material if it would affect a reasonable investor’s decision to purchase or sell a security, including stock, bonds or options. Sharing such information with unauthorized persons is also prohibited. Trading in the securities of a company doing business with Textron is subject to the same restrictions described above.
Insider trading is a crime, and violations of these laws are treated very seriously. Both the Company and the individual who trades on inside information may be subject to tremendous liability, including civil penalties, multi-million dollar criminal fines and, for individuals, prison sentences. Questions or concerns regarding the applicability of the insider trading rules to any proposed transaction in securities of Textron or any company with which Textron does business should be referred to Company legal counsel.
QUESTION
You own a few hundred shares of Textron stock and are thinking about selling
some of them. If the
amount being sold is too small to affect the stock price, would you still be
prohibited from selling the
stock while you possess material non-public information?
ANSWER
Yes. Neither the U.S. securities laws nor Textron policy has an exemption for
trades involving only a small
amount of stock.
QUESTION
You are not a U.S. citizen and you live and work outside the U.S. Are you still
subject to this Guideline?
ANSWER
Yes. The laws of many other countries restrict trading while in possession of
material non-public information,
and even where such trading is not illegal, it would violate Textron policy.
COMPANY, EMPLOYEE AND COMMUNITY RELATIONSHIPS
We are committed to fair employment practices and to following applicable employment laws wherever we have operations. This includes complying with laws that prohibit improper employment discrimination and child or forced labor.
Each of us is responsible for acting in a manner that will help Textron
achieve the following:
It is our policy to employ, train, promote and compensate individuals based on merit, job-related qualifications and abilities. Textron is committed to providing equal opportunity in employment regardless of race, color, religion, national origin, sex, age, sexual orientation, marital status, handicap, disability or status as a veteran of military service.
We value the differences among our employees. Individual differences enrich the workplace and improve our ability to attract employees and work with customers in today’s global marketplace.
A work environment which values individual differences and encourages the full contribution of every employee creates a stronger Company.
Any kind of harassment by or against our employees is prohibited. Sexual harassment is of special concern. Prohibited conduct includes the making of unwelcome sexual advances or engaging in any other conduct with sexual overtones which interferes with an individual’s work performance or creates an intimidating, hostile or offensive work environment.
Possession, use, sale or distribution of an illegal drug or illegal controlled substance in the workplace or while conducting Company business off premises is strictly prohibited. Illegal drugs and controlled substances have an adverse effect on employee performance, jeopardize the safety of co-workers and constitute a risk to the business and interests of the Company. Alcohol use may have an adverse effect on performance and safety and poses a risk to the business and interests of the Company. An employee who reports to work under the influence of, or is unfit to work because of, the effects of alcohol or drugs is subject to disciplinary action, up to and including termination from employment consistent with the requirements of local law. Textron reserves the right to search items on Company property, including but not limited to offices, desks, computers, cars and lockers at any time, to the full extent permitted by local law.
For more information, please see Guideline A-5 Drug Abuse and Controlled Substances.
QUESTION
How should you respond when someone makes an offensive comment about another
person or group
of people?
ANSWER
This is not an easy matter. Based on the specific circumstances and
relationships of those involved, you should
reinforce Textron’s policy by setting an example. Do not participate or respond
positively to the offensive
comment. If possible, take the individual making the offensive comment aside and
in private indicate the
inappropriateness of that kind of comment. If a supervisor hears an offensive
comment, he or she has an
obligation to specifically address the issue with the offending employee. If the
event takes place in a group of
employees, the supervisor should indicate that the comment is inappropriate and
change the nature of the
conversation; afterwards, the supervisor should discuss the matter with the
offending employee in private.
QUESTION
A fellow employee keeps making embarrassingly personal remarks to you about your
appearance and
repeatedly asks you to social events outside of work. You consistently refuse
these invitations and have
made it clear that these attentions are not welcome. The fellow employee
persists. Is this sexual
harassment? What should you do about it?
ANSWER
Yes. This may well constitute sexual harassment. You should report the matter
directly to your supervisor,
manager, Human Resources Department and/or Ethics & Compliance Officer.
It is Textron policy that we must take appropriate steps to protect information relating to individuals, whether they are employees, customers, investors or suppliers. We are responsible for collecting, processing and transferring personal data only for lawful and legitimate business purposes.
Care must be used to safeguard the confidentiality and security of personal data and to respect individual privacy.
For more information, please see the Textron Personal Data Protection Policy.
QUESTION
You work in the Human Resources department and get a call from your former boss
who retired a
number of years ago. She asks you to get her the addresses of some of her former
work associates so
that she can send holiday cards to them. What should you do?
ANSWER
Textron policy precludes providing such a list. As an alternative, you could
offer to inform these people that she
is interested in exchanging holiday greetings and provide them with her contact
information.
Environmental Protection, Health and Safety
We are committed to being an environmentally responsible company and to providing a safe and healthful workplace for our employees.
We will comply with all applicable environmental, health and safety (EHS) laws and regulations in every country in which Textron does business as well as all Textron EHS policies and standards. Environmental, health and safety managers and Company legal counsel are available to provide information on applicable laws and regulations.
QUESTION
You are a plant engineer and you are aware that a new chemical is being used at
your plant that
requires special protective equipment for employees and modification of the
plant’s air permit. You
have informed your supervisor and the plant EHS coordinator, but no action is
taking place to comply
with the requirements. Have you fulfilled your obligations by informing your
supervisor?
ANSWER
No. As an employee, your responsibility for compliance with EHS regulations
requires you to take further action.
You should discuss your concerns further with your supervisor. By talking with
him or her, your concerns may be
resolved; if you are not satisfied with your supervisor’s response, you can
(i)
suggest that you both discuss the
matter with the supervisor’s manager, or
(ii) contact your Ethics & Compliance
Officer or Company legal
counsel.
QUESTION
You are building a plant in a country that does not have legal requirements to
treat plant wastewater.
You know from experience that in other countries Textron would be legally required to treat similar plant wastewater. Since there is no legal requirement in this situation, should you install treatment equipment or not?
ANSWER
As a matter of policy, Textron has adopted global EHS standards that apply to
all our operations. Consult the
appropriate EHS manager and/or Company legal counsel for guidance.
QUESTION
If an employee is injured and requires medical treatment, is there a requirement
to report such
information internally if there is no requirement to report it to a local
government agency?
ANSWER
Under Textron’s injury and illness reporting requirements, there is a need to
provide accurate information
internally regarding injuries to employees that require certain medical
treatment even where there is no
obligation to report to a government agency. Consult the appropriate Company
health and safety manager for
guidance.
For more information, please see EHS Policy 4, Evaluation Criteria and EHS Periodic Reporting.
QUESTION
Textron acquires a business in a country outside the U.S. which has
environmental laws that are rarely
enforced. Prior to the acquisition, the acquired business did not fully comply
with those laws. After the
acquisition, will full compliance be required by Textron?
ANSWER
Yes. The new Textron operation and its employees are responsible for compliance
with the local environmental
laws. Under this Guideline, Textron will implement systems and controls
necessary to comply with local laws
even if those laws are not regularly enforced.
QUESTION
Local occupational safety laws require that point-of-operation guarding be put
on all the presses in your
plant. This is fairly expensive, and you know that the local authorities are not
about to visit your plant
any time soon, if at all. Can you wait until next year to install the guards
when financial results should
improve and the costs can be more readily absorbed?
ANSWER
No. Compliance with the law is mandatory, even if it is costly to do so and
enforcement is lax. This is not to
suggest that temporary alternative safety measures may not be appropriate, but
the Business Unit’s EHS
coordinator and Company legal counsel should be consulted for guidance on how to
proceed.
For more information, please see EHS Policy 2 Global Environmental, Health & Safety Standards, EHS Standard 16 Machinery Safety.
Reporting of Significant EHS Events (amputations, overnight hospital stays, fatalities, etc.) can be made via the EHS Reporting Hotline 800-790-5067 or 011-401-457-2686. E-mail may also be sent to significantevents@textron.com.
Government agency inquiries must also be similarly reported.
Reporting of spills, releases, property losses, or business interruption due to fire, explosion or other property casualty must also be completed via any of the above methods.
For more information, please see EHS Policy 5 Reporting of Urgent & Immediate Issues.
Political Contributions and Activities
Contributions of Company funds or the use of Company assets or facilities for the benefit of political parties or candidates anywhere in the world is prohibited unless approved in advance by the Textron Government Affairs Department in Washington, D.C. and Company legal counsel.
Textron encourages all employees to participate personally in the political process and to support political parties and candidates of their choice.
QUESTION
Is it permissible for the Company to contribute goods or services to a political
party or candidate or their
election committees in connection with a political campaign, so long as no cash
is involved?
ANSWER
The contribution of any goods or services (such as free use of office space,
aircraft transportation, secretarial
assistance, stationery or postal machines) for the benefit of political parties
or candidates or their election
committees is prohibited unless approved in advance by the Textron Government
Affairs Department and
Company legal counsel.
QUESTION
A candidate for political office in your region wishes to make a plant visit and
address your business
unit’s employees. Is this allowable?
ANSWER
Yes, if approved in advance by the Textron Government Affairs Department and
Company legal counsel.
RELATIONSHIPS WITH OTHER PARTIES
Unless properly approved, Textron employees should not give (or receive)
business gifts of more than nominal value to or from people or entities with
whom the Company does business, since such gifts can affect or might
appear intended to affect the judgment of the person receiving the gift.
Where laws or Business Unit policy do not provide otherwise, gifts having a value of U.S. $75 or less are permitted. The giving or receiving of gifts of a value in excess of U.S. $75 requires the approval of the employee’s direct supervisor with the assistance of the employee’s Ethics & Compliance Officer or Company legal counsel. Any gifts, which are not permitted or have not been approved should be declined or turned over to the Company.
Gifts to Government Officials in the United States and abroad are governed by law and regulation and should not be made without first understanding what is legally permissible. Consultation with Company legal counsel will ensure that you do not violate these laws and regulations.
For more information, please see the Textron Global Anti-Corruption Compliance Policy.
A gift or receipt of cash (or cash equivalent, such as a Visa card) to an employee of a business partner or family member of such an employee, in connection with a Textron business transaction, is strictly prohibited.
Questions about gifts or entertainment should be resolved by the employee’s direct supervisor with the assistance of the employee’s Ethics & Compliance Officer or Company legal counsel.
Please see the Guideline sections on Improper Payments and Business Partners, and the Textron Global Anti-Corruption Compliance Policy, for further information.
GIVING OF GIFTS OF A CEREMONIAL OR COMMEMORATIVE NATURE
Gifts of a ceremonial or commemorative nature in excess of the US $75 limit may be appropriate under certain circumstances. Factors to consider are whether the item is reasonable and customary, is in accordance with local laws, and is either to be given at a delivery of the product or service, or commemorates the conclusion of a sale, or other ceremony, where there is little risk that such item will create an expectation of something in return and/or has limited resale value (e.g. inscribed with customer’s name or date of ceremony). As always, gifts of this nature should not be given for the purposes of affecting the judgment of the receiving party.
QUESTION
You receive a fruit basket and a bottle of wine from a supplier as a holiday
present. The value of the gift
exceeds U.S. $75. You have a long-standing business relationship with the
supplier, and are afraid she
would be offended if you refuse. What should you do?
ANSWER
The handling of the gift should be approved by your supervisor with the
assistance of your Ethics & Compliance
Officer or Company legal counsel. Many Textron Business Units have their own
policies which would apply in
these situations. Some Textron Business Units solve this issue by sending out
letters to suppliers at holiday times,
asking suppliers not to offer gifts, and explaining why. Others contribute the
items to a charitable organization
where practicable. Alternatively in this situation, it may be appropriate for
the gift to be shared with co-workers;
this handling of the gift should be approved by the employee’s supervisor with
the assistance of the employee’s
Ethics & Compliance Officer or Company legal counsel. In any case, an
acknowledgment of the gift should be
sent to the supplier together with an explanation of our policy and of the
disposition of the gift.
QUESTION
A government inspector makes a special effort to visit a plant and provides a
quick and helpful
response. Is it permissible to thank him with a gift of a bottle of wine?
ANSWER
Probably not. You must check with Company legal counsel to ensure you know the
applicable law or regulation
before providing gifts or entertainment to Government Officials.
The giving or receiving of reasonable and customary meals and entertainment in the normal course of business is permitted in instances where laws or Business Unit policy do not provide otherwise.
Lavish meals or inappropriate entertainment should always be avoided.
Textron employees must know and comply with all applicable restrictions on providing meals, entertainment, gifts or gratuities to employees or agents of any government. Special care must be given when Government Officials are involved as the laws pertaining to Government Officials vary from country to country and even within a given country. In the United States, for example, we must comply with federal, state and local or municipal law regarding the provision of things of value to Government Officials. In some jurisdictions virtually all gifts and entertainment of Government Officials are prohibited.
Check with Company legal counsel to make sure you know what is permitted and what is prohibited.
QUESTION
You are working on a Company business project with employees of another Textron
Business Unit.
Is it permissible to take them out to dinner in the course of your work?
ANSWER
The policies stated above for meals and entertainment also apply to this
situation. Reasonable and customary
business entertainment is acceptable. Meals or entertainment, whether paid for
by Textron employees or
another party, should be in conjunction with business activity. The expense
involved, the identity of the
participants and the duration and extent of the entertainment should be
reasonable in relation to the business
conducted and the business purpose. Lavish or extravagant entertainment must
always be avoided. This
Guideline is explicitly subject to any applicable laws or Business Unit policies
which are more restrictive.
QUESTION
A group representing a customer is visiting a Textron factory for product
demonstrations and the
management of the Textron facility provides meals and entertainment for the
visitors during the visit.
Is there a violation of this Guideline?
ANSWER
No, provided the meals and entertainment are reasonable, in good taste and in
compliance with applicable law
and Business Unit policy.
Payment or acceptance of bribes, kickbacks or other improper payments while conducting Textron business is prohibited. This prohibition applies to dealings with current or potential customers, suppliers, representatives, consultants or other business partners seeking to establish a relationship with Textron.
Many countries have enacted laws prohibiting bribery of Government Officials as well as commercial bribery. The laws of many U.S. states also prohibit bribery in the private (commercial) sector. As Textron is incorporated in the U.S., our employees around the world must also comply with the requirements of the U.S. Foreign Corrupt Practices Act (“FCPA”), which prohibits bribery of non-U.S. government and political party officials. The FCPA also requires proper record keeping and internal accounting controls in the Company’s operations worldwide.
For more information, please see the Textron Global Anti-Corruption Compliance Policy.
QUESTION
Your Business Unit is bidding on a large government procurement in a market
where it has not
previously made sales. Your local sales representative suggests giving a
five-year consulting contract
equal to 15% of the value of the procurement to a company owned by the brother
and sister of the
Minister of Tourism, who is the head of the selection committee for the
procurement. The brother and
sister have only recently entered the business world. What should you do?
ANSWER
The proposal for a consulting contract requires an assessment of the nature of
the services to be rendered,
the value of those services in relation to their cost, and whether there is a
real need for them. The consulting
contract in question is suspicious for several reasons, including the fact that
the consultants are relatives of the
head of the procurement committee, the fact that the compensation looks
suspiciously like a sales commission,
and the fact that the parties offering the consulting services are unlikely to
have business experience of
substantial value. You should report any such request to Business Unit
management and Company legal
counsel.
We work to build strong business relationships with our customers and suppliers based on lawful, honest business practices and the best interests of Textron. We are committed to the pursuit of excellence in all of our products and services, and strive to meet or exceed our customers’ expectations for quality, integrity, safety, delivery and reliability.
When we contract for goods and services on behalf of Textron, we should avoid doing anything that might compromise our objectivity or impair Textron’s reputation. Our purchasing decisions should always be based on appropriate business criteria such as price, quality, technical leadership, reliability and the reputation of the supplier.
QUESTION
A customer sends in a payment larger than the amount due. The customer then
requests that you
return the excess amount to its affiliated company in another country. Can you
send the money to the
affiliate?
ANSWER
No. The excess amount should be returned to the customer in the country from
which the payment was
received and in the currency in which paid. If Textron pays the money to the
affiliate in another country, it may
be participating in a money laundering scheme which is illegal and against
Textron policy. See the Guideline
section on Business Partners for further information.
QUESTION
A customer’s procurement manager tells you that other suppliers have chipped in
to send her boss and
his/her spouse to Las Vegas to celebrate their wedding anniversary. She asks you
whether or not your
Business Unit is willing to contribute $500 to help finance the trip. Can your
Business Unit make such a
contribution?
ANSWER
No. The fact that an employee of a customer is seeking kickbacks on behalf of a
superior does not change the
fact that such payments are prohibited under this Guideline.
Textron’s business partners are an extension of our Company and should be chosen and monitored carefully. When agents, sales representatives, dealers, distributors, consultants and joint venture partners are engaged in Textron business, they are required to comply with applicable laws and to adhere to standards of business conduct consistent with the Textron Business Conduct Guidelines.
The proposed appointment or termination by Textron of persons acting in connection with non-U.S. business is subject to approval requirements stated in the Textron Global Anti-Corruption Compliance Policy. The proposed appointment of certain U.S. consultants also is subject to approval under the Textron Delegation of Authority document.
QUESTION
You have proposed that your Business Unit appoint a new representative in a
country where you have
conducted business on behalf of a prior employer. After the paperwork appointing
the representative
has been sent for approval, you meet an old colleague from your former company,
who tells you that
he has heard that the company you are proposing to appoint has a reputation for
paying off
Government Officials. What should you do?
ANSWER
Although the information you received may be nothing more than a rumor, it is
essential that you report any
such information to Business Unit management and to Company legal counsel
immediately for assessment and
follow-up. Failure to do so could result in disciplinary action.
In doing business with Government Officials in any country, Textron is committed to acting with honesty and integrity and will comply with all applicable laws and regulations. When we sell goods or services to any government, we must know and comply with applicable procurement policies.
For more information, please see the Textron Policy on Transactions with the United States Government.
QUESTION
Your supervisor tells you to voucher time against a job number not shown on your
routing sheet.
What should you do?
ANSWER
Tell your supervisor the job number is incorrect and recommend the correct
number. If that approach is not
practical, contact the next level of management, your Ethics & Compliance
Officer, your Business Unit
HelpLine/Hotline, Company legal counsel or the Textron HelpLine and report the
problem.
Antitrust and Competition Laws
The laws that govern the way in which companies compete are called
Antitrust laws in the U.S. and Competition laws in Europe and elsewhere.
These laws are intended to prevent anticompetitive behavior such as price
fixing, bid rigging, and other forms of collusion by businesses that should be
competing vigorously on the basis of price, quality and service. The Antitrust
laws are enforced by national and state governments and by regional
organizations such as the European Union. Penalties for violation can be very
large fines for companies and fines and prison sentences for individuals.
Textron requires that the Company and its employees comply with Antitrust and Competition laws in all countries in which we do business. While the wording of the laws may differ their goals are quite similar. The goal is to ensure that companies compete vigorously for business. The economic assumption behind the laws is that competition in the marketplace benefits the consumer by keeping prices low and the quality of goods and services high. The laws also address situations in which one large company dominates its market so that effective competition is reduced.
Textron’s goal of offering products that are competitive in quality, reliability and price is to be achieved without sacrificing business integrity. We will use only proper and legal means of gathering marketing and business information concerning competitors.
Application of the Antitrust and Competition laws to actual situations can be complex. Prior consultation and close coordination with Textron legal counsel is essential to ensure these laws are complied with and problems avoided.
For more information, please see the Guide to Compliance with Textron’s Antitrust Policies.
QUESTION
You are at a trade association meeting in Europe attended by competitors of your
business. During the
cocktail hour the conversation turns to the state of the market and where people
expect prices to go.
Is it permissible to participate in the discussion?
ANSWER
No. You should never participate in or remain at a meeting of competitors, at
which current or future prices or
pricing matters are discussed. This includes even an informal chat among people
at a cocktail reception held as
part of a trade show or trade association meeting. In order to protect yourself
and the Company, you should
also clearly voice your objection to such discussions so that participants
remember that you did not participate,
and report the incident to Company legal counsel. "Price" here means not only
list prices but also other factors
that directly or indirectly affect price such as credit terms, warranty, rebates
, discounts, costs, bids (including
your intent to bid or not to bid), amount and terms of sale for imports/exports
and other terms and conditions
of sale.
In some cases, a trade association may legally collect and disseminate historical information involving industry sales volume, industry revenues and industry production capacity which does not include firm-specific data. To make sure you are complying with the antitrust laws and Textron policy, you should consult with Company legal counsel before providing such information to or obtaining it from a trade association.
QUESTION
A friend of yours has just started a new job with a competitor. You meet her for
lunch to congratulate
her on her new job. During lunch she says that her first assignment is to do a
market survey and that
she very much wants to do a good job to impress her new boss. She then asks you
for your company’s
pricing policy for a new product line that you have just announced. Can you give
her this information?
ANSWER
No. You should never discuss price or other marketing information with
competitors. The fact that the
competitor is a friend and that the conversation is during a private lunch does
not change the rule. In order to
protect yourself and the Company you must report the request to Company legal
counsel.
Many Textron operations conduct trade across national borders. Various laws and regulations may apply to such trade including the following:
IMPORT CONTROLS
Employees who are involved in the importation of products or commodities must
ensure that
such items are given the correct classification, valuation and country of origin
and that all import
documentation is accurate and complies with applicable laws and regulations.
MONEY LAUNDERING
People who are involved in bribery, narcotics trafficking or other criminal
activity may try to
“launder” the proceeds of their crimes to hide them or to make those proceeds
appear
legitimate. Many countries now have laws against money laundering which prohibit
the
acceptance or processing of the proceeds of criminal activities. We must comply
with such laws
where applicable and conduct business with reputable customers only. Employees
who are
involved in the receipt of payments from customers must perform appropriate due
diligence to
verify whether a payment should be accepted. Issues identified must be reviewed
by Company
legal counsel.
EXPORT CONTROLS
Many countries have laws that restrict the export of goods and technology. Items
which are for
military purposes, or which may be involved in the development or production of
products or
technology for military purposes, are often a primary focus of such controls.
The U.S. has
controls, which restrict the export of certain products, services, technical
data and software to
other countries, as well as the re-export of those items from one non-U.S.
destination to
another. There are also U.S. trade embargoes against certain countries and
individuals and
entities associated with those countries, as well as named terrorists and drug
traffickers. Textron
operations worldwide must comply with all applicable U.S. export control laws as
well as
applicable global export laws.
For more information, please see the Textron Export Management System Guide which describes the types of policies and procedures necessary to comply with U.S. export control requirements.
U.S. law prohibits U.S. companies from participating in or cooperating with restrictive trade practices or economic boycotts imposed by other nations. The main target of such legislation is the Arab League’s boycott of Israel. Purchase orders from customers, and letters of credit from banks, located in the Middle East may contain, for example, a requirement that no part of the item(s) purchased be manufactured in Israel or be transported on an Israeli vessel. Any boycott requests must be referred to Company legal counsel.
QUESTION
You are located in the U.S. and you need to get a copy of a technical drawing to
another Textron
employee located outside the U.S. May you fax the drawing? Send it via the
Internet? Hand-carry it to
another country?
ANSWER
Any method of transfer is considered an “export” under U.S. law. Whether this
particular drawing may be
transmitted depends on the recipient, the technical data involved and the
country to which it is being exported.
Even if the technical data is transmitted to an employee of a Textron operation in another country, an export license may be required. You should check with your export compliance coordinator or Company legal counsel to determine the specific export requirements.
QUESTION
Your Business Unit receives a payment from a company in the Cayman Islands on
behalf of a customer
located in South America. Can you accept the payment?
ANSWER
You must first check with Company legal counsel. Normally you should not accept
payments from an entity
different from your customer. Payments from certain countries may require
particular scrutiny.
QUESTION
You are located in U.K. and receive a letter of credit from a bank in the
Sultanate of Oman, confirmed by
a local bank. The letter of credit is to provide a payment mechanism for an
order from a customer in
that country. The letter of credit contains a requirement for a certificate
issued by your Business Unit as
the manufacturer or exporter stating that the goods are not of Israeli origin.
What should you do?
ANSWER
Contact Company legal counsel. You must inform the bank that such a certificate
will not be provided and that
it must re-issue the letter of credit without the requirement for such
certification. Your Business Unit will also
need to notify the Textron Corporate Office so that the required report can be
filed with the U.S. Government.
Textron’s Ethics & Compliance Program
Textron is a U.S-based company, committed to complying with all applicable laws and regulations, wherever we do business. Our employees around the world must be familiar with and comply with U.S. and international laws that impact our global operations, as well as with the standards set out in the Business Conduct Guidelines.
Textron’s Ethics & Compliance Program has been established to prevent,
detect and correct unethical or non-compliant behavior to ensure that our
business is always on the right legal and ethical course. As part of the
program, each Business Unit prepares and carries out an annual Ethics &
Compliance Action Plan.
The Enterprise and each Business Unit has an Ethics & Compliance Steering Committee that is responsible for ensuring that Textron’s commitment to complying with all applicable laws and regulations, as well as with the objectives of the Business Conduct Guidelines, are being met. The Ethics & Compliance Steering Committee is chaired by the Business Unit President and includes senior management from key business functions. The Ethics & Compliance Steering Committee meets at least quarterly to monitor the progress of the Ethics & Compliance Program.
The Enterprise and each of our Business Units has an Ethics & Compliance Officer who oversees the implementation of the E&C Program and who serves as the primary resource to whom employees can turn for help and guidance on questions about ethics and compliance issues, the Business Conduct Guidelines, Company policies, procedures and laws.
THE ETHICS AND COMPLIANCE RESOURCE CENTER
If you would like to learn more about our Ethics & Compliance Program, please visit the Ethics & Compliance Resource Center on ERIC. You will find useful information about the Ethics & Compliance Program, how to file a HelpLine report, a listing of Ethics & Compliance Officers and Subject Matter Experts, articles on Ethics & Compliance issues, access to a wide variety of on-line learning materials available in many different languages, and Frequently Asked Questions about various topics covered in the Business Conduct Guidelines.
ADDITIONAL RESOURCES AND POLICIES
In addition to the Business Conduct Guidelines, detailed Textron and Business Unit policies and procedures have been issued on many subjects, including those referenced in the Guidelines. These policies and procedures supplement the Business Conduct Guidelines. Your Ethics & Compliance Officer and Company legal counsel have access to these and other policies and procedures.
ETHICS AND DEALING WITH AMBIGUITY
Sometimes, it is not easy to determine the ethical or “right” direction to take in a particular work situation. There are many complex rules and regulations that govern the way we must conduct our business. One purpose of the Business Conduct Guidelines is to provide guidance that will help direct an employee in making the right decision. When the answer is not clear, ask.
Reporting Violations/Raising Questions
MULTIPLE REPORTING CHANNELS ARE AVAILABLE
Each of us has a responsibility to promptly report suspected or known
violations of the Business Conduct Guidelines, law or Company policy.
An employee may choose to make a report to the Business Unit Ethics &
Compliance Officer, the Executive Vice President and General Counsel of
Textron, Company legal counsel, your supervisor, HR Business Partner, or
through the toll free Textron Ethics & Compliance HelpLine. There will be no
reprisals or retaliation against any employee for reporting in good faith a
suspected or known violation. We will strive to maintain the confidentiality
of the source. Additionally, reports can be made on an anonymous basis,
where local law permits this.
Concerns about accounting, internal accounting controls, auditing matters or other concerns can also be reported by mailing the concern to the Board of Directors or the Audit Committee at the address listed below.
Suspected issues will be investigated by appropriate Corporate and/or Business Unit personnel. Where an investigation reveals the need to take corrective action, we will implement changes to systems, practices and procedures.
Breaches of the Business Conduct Guidelines are subject to disciplinary action
up to and including termination of employment. In many instances, a
breach of these Guidelines may also have legal implications, subjecting the
employee and Textron to civil or criminal penalties, fines or other sanctions.
THE TEXTRON HELPLINE IS:
1-800-892-9871
(Toll free in U.S. and Canada)
Our toll free number is answered by a independent third party and is available 24 hours a day, 7 days a week.
For additional international Toll Free HelpLine numbers, information
regarding how the HelpLine works, or how to report a matter, please see
the Ethics & Compliance Resource Center on ERIC
1-401-457-6006
This number is staffed by a member of Textron's Ethics & Compliance Team.
You can leave a message for us and we will return your call.
CONTACT THE TEXTRON BOARD OF DIRECTORS
WRITE TO:
Board of Directors
Textron Inc.
40 Westminster Street
Providence, RI 02903
Textron Inc.
40 Westminster Street
Providence, RI 02903
(401) 421-2800
Any waiver of the Business Conduct Guidelines for executive officers or
directors may be made only by the Board of Directors or by
a Committee of the Board of Directors and must be promptly disclosed to
Textron’s shareholders, as required by law or regulation.
Acknowledgement to Textron Business Conduct Guidelines
I acknowledge that I have personally received a copy of the Textron Business Conduct Guidelines.
I understand that every Textron employee is required to comply with all applicable laws and the Textron Business Conduct Guidelines.
I know that if I have questions or concerns about compliance with laws or these Guidelines, I must promptly direct my questions or concerns to my supervisor, Ethics & Compliance Officer or Company legal counsel.
I understand my obligation to promptly report to the Company any violations of the Textron Business Conduct Guidelines that I suspect or know of today or which may come to my attention in the future, including any violation of law.
Please complete the information below by printing clearly.
NAME
_________________________
DATE
_________________________
BUSINESS UNIT | LOCATION
_________________________
SIGNATURE