CORPORATE GOVERNANCE
Message from the Board
It is our pleasure to present our Ethics and Conduct Policy to our partners and customers.
This Policy provides an overview of how our Group addresses this important subject and summarizes the standards communicated to all employees.
Our Company values integrity, teamwork, and open, respectful communication among all people with whom we work.
Mission, Vision and Values
Mission
To deliver dependable technology solutions, supported by the experience of a solid company committed to customer success.
Vision
To be an organized, profitable, and sustainable company, expanding our supplier portfolio and service offerings to generate recurring revenue, reduce supplier dependency, and improve business profitability.
To operate through three principal pillars: commercial business serving government, private-sector business, and new business initiatives led by the Board.
Values
The values that guide every relationship between our Company and its employees, owners, partners, and customers are:
- Partnership
- Reliability
- Integrity and seriousness
- Honoring commitments
- Versatility
- Sustainability
- Commitment to customers
- Commitment to suppliers
Code of Ethical Conduct
Our Company maintains rigorous ethical standards and seeks excellence in compliance with applicable laws, regulations, and recognized market practices. We conduct business with integrity and accountability to earn and preserve trust.
Our Code of Conduct is communicated transparently to employees, contractors, suppliers, and customers. It establishes the conduct expected of anyone acting in our name or for our benefit. Clear rules of ethical behavior are essential to sustainable success.
Our Company does not tolerate bribery or fraud and prohibits doing business with any entity knowingly engaged in such conduct. We comply with the U.S. Foreign Corrupt Practices Act (FCPA), including its anti-bribery and accounting provisions, the Foreign Extortion Prevention Act (FEPA), and all other applicable federal, state, local, and extraterritorial anti-corruption laws.
We are committed to honesty and fairness.
The Company is committed to respecting the fundamental human rights of employees and customers, including:
- Occupational health and safety standards;
- Lawful labor practices;
- Data security and privacy; and
- No sale, transfer, or provision of technology to any person or entity when there is a known or material risk that it will be used to violate fundamental human rights.
Final considerations
Our Group welcomes constructive criticism and suggestions from employees, partners, and customers to continually improve this Code.
Compliance and Conduct Policy
To advance our Mission, Values, and Code of Ethical Conduct, our Company expects employees and contractors to maintain the highest standards of business ethics; understand and comply with all applicable laws; and pay particular attention to rules governing dealings with government entities. These include the FCPA, FEPA, applicable U.S. federal and state anti-bribery laws, federal procurement-integrity and contractor-gratuity requirements when applicable, the U.K. Bribery Act, and similar laws of other jurisdictions. Everyone subject to this Policy must remain informed of relevant legal and regulatory changes.
We provide regular training – at least once each fiscal year – so that personnel understand our Code of Conduct and current compliance obligations.
Employees and contractors who directly negotiate with government entities or participate in opportunity-registration processes must also complete the compliance training required by our product and service suppliers, at the frequency and by the deadlines established by those partners.
Compliance with Laws
Competition and fair-trade laws
Employees and contractors must comply with all applicable laws and rules governing fair competition, public procurement, commercial practices, and consumer protection, including U.S. federal and state antitrust and unfair-competition laws, the FCPA, applicable procurement-integrity requirements, and Section 5 of the Federal Trade Commission Act, as relevant to their activities.
Employees and contractors must not discuss, negotiate, or enter into formal or informal agreements with competitors concerning: (a) prices; (b) matters affecting prices, including changes or stabilization; (c) production levels; (d) inventory levels; (e) bids or proposals; or (f) allocation of sales territories, products, customers, or suppliers.
Additional guidance should be obtained from the applicable laws and from qualified legal counsel.
Anti-Corruption Laws
Our Company has a zero-tolerance policy prohibiting every form of bribery, corruption, extortion, kickback, and fraud. Employees and contractors are strictly prohibited from promising, offering, authorizing, giving, requesting, or accepting anything of value, directly or indirectly through a third party, to obtain or retain business, direct business to any person, influence an official act, or secure an improper advantage. For purposes of this Policy, “anything of value” includes, without limitation, gifts, favors, travel, entertainment, meals, charitable contributions, employment opportunities, and other benefits, regardless of monetary value.
Books, records, and internal controls
Employees and contractors must maintain accurate records of calendars, proposals, negotiations, presentations, and training involving government entities, together with records of related business expenses. Expenses must be supported by valid invoices, receipts, or other appropriate documentation. Records must be readily available for internal or external audit.
When a lawful request requires production of records or cooperation with authorities, employees and contractors must promptly provide the relevant materials in accordance with applicable law. Our Company will not obstruct or improperly interfere with such cooperation.
Our Company will not engage in fraudulent or misleading accounting practices, including off-book funds, undisclosed accounts, sham transactions, or similar improper financial practices.
No employee or contractor may create, prepare, approve, or falsify any misleading, incomplete, or inaccurate transaction document or record.
Our Company will maintain accurate and current books, records, and internal accounting controls, preserve their integrity, and retain them for the periods required by applicable law and Company policy.
Rules for sales to government entities
In addition to anti-corruption laws and the strict prohibition on bribery and improper payments, additional restrictions may apply to sales involving federal, state, local, tribal, or foreign governments, their officials, agencies, instrumentalities, and government-controlled entities. Personnel must understand and comply with all laws, regulations, contractual rules, and ethical restrictions applicable to the particular transaction.
To support compliance, only designated employees and contractors may negotiate with government entities on behalf of our Company. They report to the Government Business Division or, when the business model requires, to another expressly authorized division. These personnel must complete the required internal and business-partner compliance training.
International Trade Laws
Our Company is committed to importing products lawfully and complying with all applicable U.S. and international customs and trade regulations. We will not falsify or alter product classifications, origin, valuation, or descriptions to obtain an improper tax, duty, or customs advantage.
Our Company will comply with export-control, sanctions, and embargo laws governing sensitive technology. An unlawful transfer may occur indirectly through intermediaries. Accordingly, for transactions involving new customers, we will conduct reasonable due diligence to confirm the identity of the ultimate end user, the destination, and the intended end use of the products.
Intellectual Property Laws
Our Company is committed to respecting trademarks, copyrights, trade secrets, patents, and all other intellectual property rights.
Any trademark may be used only with the business partner’s prior authorization or as permitted under an applicable agreement. Our Company maintains confidentiality agreements with business partners, which employees and contractors must honor together with applicable U.S. federal and state privacy, data-security, trade-secret, and confidentiality requirements. These obligations do not prevent compliance with lawful investigations, subpoenas, court orders, warrants, or other legally binding process.
Environmental Laws
Our Company is committed to conducting operations in compliance with all applicable environmental laws, regulations, permits, and standards.
Reporting Concerns
Our Company maintains an open-door policy. Any employee or contractor who becomes aware of a suspected violation of this Policy, or of conduct that raises concern, should report the matter to a member of the Board or other designated reporting channel so that appropriate corrective action can be taken. Good-faith reports are encouraged, and retaliation is prohibited to the extent required by law and Company policy.
All work-related communications with customers, suppliers, or internal personnel must use the Company’s business email domain (a1inf.com). Personal email accounts may not be used for professional interactions with customers.
Communications with government entities must be conducted exclusively through traceable and auditable channels.
Dealings with Government Entities
Government entities
For purposes of this Policy, “government entities” includes federal, state, local, tribal, and foreign government departments, agencies, instrumentalities, government-controlled entities, public international organizations, and any other organization that uses or administers public funds.
Our Company has designated a defined group of contractors and sales personnel to manage sales to government entities. These personnel receive additional conduct and compliance training.
The following requirements apply before anyone may act on behalf of our Company in dealings with government entities:
- A current employment or services agreement with the Group;
- Written acknowledgment of this Compliance and Conduct Policy;
- Annual internal anti-corruption and compliance training, including FCPA training; and
- Compliance training required by each manufacturer or supplier, renewed at the frequency established by that partner.
Persons responsible for these negotiations must:
- Comply fully with all laws, regulations, procurement rules, and ethical restrictions governing dealings with government entities;
- Maintain transparency in the relationship and never advance a negotiation without the knowledge and authorization of our Company;
- Maintain records of visits, messages, meetings, proposals, and training, and make those records available for review and audit; and
- Complete all training required by our Company.
Records
Contractors and employees must document visits to government entities so that those interactions remain transparent and traceable. Email, telephone, messaging, and other business communications must likewise be retained in accordance with applicable law and the Company’s records-retention policy.
The Government Business Division, the Board, or another authorized division may accompany or review such visits and interactions at any time.
Everyone should understand that business communications may be monitored and audited, subject to applicable law, to verify compliance with this Policy.
Records subject to a legal hold, audit, investigation, or retention requirement must be preserved in their original form and must not be deleted, concealed, improperly corrected, or altered. Legitimate corrections must remain traceable and follow approved procedures.
Confidentiality
All contractors are required to comply with their confidentiality agreements. Under the FCPA, applicable procurement-integrity and antitrust laws, and contractual confidentiality duties, it is prohibited to disclose the Company’s nonpublic business information – including prices, supplier or partner strategies, price formation, cost worksheets, margins or markups, Company sales strategies, or any information that could facilitate fraud, bid rigging, collusion, improper steering, or another violation – to unauthorized companies or third parties.
Transparency
To proactively reduce legal and compliance risk in government sales, all negotiations must be conducted transparently and all relevant communications must be retained. Contractors and sales personnel must provide complete and accurate information about negotiations whenever requested by an authorized representative of our Company, subject to applicable law.
U.S. Privacy and Data Protection Requirements
Privacy and data-protection obligations arise from a combination of federal laws, Federal Trade Commission enforcement authority, sector-specific rules, and comprehensive state privacy laws. Depending on the Company’s activities, the individuals involved, and the jurisdictions in which it operates, applicable requirements may include Section 5 of the Federal Trade Commission Act; the California Consumer Privacy Act, as amended by the California Privacy Rights Act (CCPA/CPRA); and other federal or state privacy, security, breach-notification, employment, communications, children’s, financial, or health-information laws.
Our Group will collect, use, retain, disclose, and dispose of personal information only for legitimate, disclosed, and lawful purposes; will limit collection to information reasonably necessary for those purposes; will provide required notices and honor applicable individual rights; and will obtain consent where required by law. Personal information may also be processed when necessary to perform a contract, comply with legal obligations, issue invoices, prevent fraud, protect rights and security, or for other purposes permitted by applicable law.
Our Group is committed to maintaining the confidentiality, integrity, and security of personal information. It will implement reasonable administrative, technical, and physical safeguards; maintain accurate privacy notices and terms of use; manage service providers appropriately; and respond to security incidents and legally valid privacy requests in accordance with applicable law.
Legal Note
Official reference materials: U.S. Department of Justice and Securities and Exchange Commission, FCPA Resource Guide; Federal Trade Commission, Privacy and Security guidance; California Attorney General, CCPA guidance; and the Federal Acquisition Regulation, including rules concerning contractor gratuities to government personnel.
