1. INTRODUCTION
At Previan Technologies Inc. and all its direct and indirect subsidiaries (together, “Previan”), our goal is to constantly push the boundaries of technology and innovation, in order to ensure a safer, healthier, and more productive world.
Through our two operating segments – Diagnostics and Remote Monitoring Technologies (DRMT) (which includes the Eddyfi Technologies, Zetec, Pavemetrics and Senceive business units) and Technology as a Service (TaaS) (which includes the NDT Global, Dynamic Risk and TSC Subsea business units), we provide innovative technologies designed to protect the safety and security of critical infrastructure and assets.
Business risk management and sustainability are essential requirements to achieve our goals while protecting the companies that comprise Previan.
This Supplier Code of Conduct & Ethics (the “Code”) defines our expectations regarding our suppliers, consultants, subcontractors, service providers, agents and distributors (together, “Suppliers”). We require our Suppliers to confirm in writing that they have reviewed this Code and are abiding by all of the obligations set forth therein. This Code is also formally incorporated into our contracts with all our Suppliers. To the extent that our contractual arrangements contain more detailed requirements in respect of any principles covered in this Code, this Code is intended to supplement (and not override) those contractual obligations.
2. OUR EXPECTATIONS
We expect all of our Suppliers to adhere to the principles set forth below.
2.1 Respect for the Law
We make it a fundamental obligation that our Suppliers comply with all applicable laws, regulations, government guidelines and government or court orders wherever we operate our business, manufacture, sell or export products or provide services (collectively, the “law” or “applicable laws”).
Our Suppliers must promptly notify us of any significant criminal or civil legal action brought against them or of any fines or administrative sanctions
2.2 International Export and Trade
Our Suppliers must comply with international embargoes and sanctions, not engage in transactions in contravention of sanctions against any individual, entity or territory, and comply with export controls regulations, including obtaining required permits and licenses.
They must also respect safety marking, labeling, accompanying documentation and quota requirements, including accurately describing products and services, their value and country of origin on import and export documents and related invoices.
2.3 Bribery and Anti-Corruption
Our Suppliers must reject any form of fraud or corruption and comply with applicable laws against corruption. They must not make improper payments in any circumstances, including to acquire or retain business or to receive other benefits, which includes, but is not limited to, bribes, kickbacks, facilitation payments, service fees, special discounts, gifts and other forms of money or value transfers where there are reasonable grounds to believe that they are intended to secure or retain business or to obtain preferential treatment, whether directly or through intermediaries. Offering or accepting a gift, meal, entertainment or hospitality as part of business relations must serve a legitimate purpose, be of reasonable value, consistent with local traditions, and not likely to create a sense or perception of obligation for the giver or receiver. For clarity, Previan does not expect any of the above from its Suppliers.
The above is especially important when dealing with foreign public officials or agents since international conventions and domestic laws often make it a criminal offence. A gift that is reasonable and appropriate under normal business conditions may, in such a situation, constitute a bribe or improper payment. In all cases, the highest ethical standards and compliance with applicable laws must be maintained.
2.4 Money Laundering/Terrorism Prevention
Our Suppliers must fully comply with all anti-money laundering and anti-terrorism laws around the world and conduct business only with reputable customers, suppliers, suppliers or business partners with legitimate business activities and with funds from legitimate sources.
2.5 Protection of Privacy and Personal Data
Our Suppliers must comply with the legal framework governing the protection of privacy and personal data (i.e., information that may identify an individual), including, as applicable, the General Data Protection Regulation (GDPR) implemented by the European Union (EU) and the European Economic Area (EEA) and other corollary laws applicable in the jurisdictions in which Previan does business.
We require our Suppliers to have adequate information security practices and to be committed to protecting the systems and data they store or access and to respect the privacy rights of their workforce, and all parties they deal with, including Previan.
2.6 Fair Competition and Trade Practices
Competition laws refer to the set of civil and criminal rules governing free and open competition. At Previan, we believe that everyone benefits when businesses operate in an open competitive market. Our Suppliers must comply with applicable competition laws and refrain from engaging in anti-competitive behaviour by either acting alone or with others.
Our Suppliers’ prices and methods for calculating prices should be arrived at independently, without being shared with any other competitor, and without inducement to submit or not to submit an offer for the purpose of restricting competition.
2.7 Quality and Compliance
Providing high quality products and services is of the utmost importance. To ensure that the products and services of our Suppliers meet our quality requirements and those of our customers, we may require that our Suppliers participate to a quality management system assessment. In such case, our Suppliers must participate to the assessment and respond honestly and in a timely manner to our information and document requests.
2.8 Caring for People
Labor Practices
We require our Suppliers to respect the principles of the Universal Declaration of Human Rights (UDHR) and the core conventions of the International Labor Organization (ILO).
Providing a harmonious workplace, free of hostility and any form of discrimination, where all hiring, assessment and promotion are based solely on skills, professional qualities and performance are required, as well as respect and dignity, are fundamental values. Our Suppliers must not tolerate threats, intimidation, abuse (physical or verbal), behaviors intended to degrade or humiliate coworkers, or any form of harassment (sexual, psychological or otherwise). Our Suppliers must ensure that employees have freedom of movement and are free to leave their employment after reasonable notice.
Our Suppliers must also be committed to complying with labor standards, freedom of association, collective bargaining and immigration laws, as well as laws prohibiting human trafficking, modern slavery, forced labor and child and underage labor.
Equal Opportunity
Our Suppliers must ensure that all current and prospective employees receive equal treatment regardless of age, color, disability, ethnic or national origin, gender, gender expression, gender identity, marital status, pregnancy, race, ethnicity, religion or beliefs, or sexual orientation.
Harassment, Discrimination, Violence and Intimidation
Our Suppliers must have in place and apply policies to prevent harassment, intimidation, victimization or discrimination of any kind. These policies must clearly articulate their commitment to eliminating all forms of discrimination, intimidation, victimization, harassment or violence.
Accommodations and adjustments must be made whenever reasonable to enable people with disabilities to perform their jobs focusing on their abilities rather than their disabilities and valuing their contribution.
Health and Safety
We require our Suppliers to treat their workers fairly, provide a safe and healthy work environment and protect the environment, in compliance with applicable laws.
2.9 Environmental Protection and Sustainability
Protecting the environment and preventing pollution is key to ensure sustainability and, as such, we require our Suppliers to view compliance with applicable laws as the minimum commitment. Our Suppliers must strive to improve their sustainability performance, focusing on reduction (as appropriate) of energy and primary resources consumption, waste generation, carbon emissions.
With respect to production of goods, Suppliers should ensure that any substance that poses a risk to the environment is identified, labelled, stored and disposed of in a manner that limits the risk of pollution.
2.10 Integrity and Conflicts of Interest
We require our Suppliers to act with the highest of ethical standards and with professionalism, honesty, integrity, and fairness in every aspect of their business.
We require our Suppliers that they avoid any relationship or activity that may impair, or appear to impair, their ability to make objective decisions in the best interests of Previan and to make us aware of any potential conflicts of interest as soon as they are known.
2.11 Intellectual Property and Confidential Information
Our intellectual property and our confidential information are amongst our most important assets. It sets us apart from our competitors and helps us stand out in the markets where we operate. We therefore require that our Suppliers protect our intellectual property and our confidential information, including from any unauthorized disclosure or use. They must be used for the sole benefit of Previan, and not for personal purposes or for the benefit of third parties. Any breach of confidentiality must be reported to Previan immediately. The same principles must be applied regarding the intellectual property and confidential information of our customers and business partners.
2.12 Computer and Network Protection Rules
Our Suppliers may have access to our computers, devices, software, networks and systems (“computer resources”) to enable them to perform their products or services for Previan. They must be used only for purposes directly related to the work performed for Previan, in accordance with applicable laws. Previan reserves the right to monitor its Suppliers’ use of computer resources.
2.13 Media Relations/Use of Social Networks and Outside Communications
Our Suppliers must uphold standards for fair business practices, including accurate and truthful advertising.
Our Suppliers must refrain from making any statements on behalf of, or referring to, Previan in the media. Reference to Previan in communication via social media platforms is also prohibited, unless approved in writing in advance by Previan. Disclosure of personal or confidential information about Previan’s employees, customers or business partners without their prior consent is as well prohibited.
2.14 Insider Information
Our Suppliers may have access to confidential or privileged information regarding Previan or the companies with which Previan does business or whose securities are traded on a stock exchange or other public market. The laws governing securities trading forbid anyone from using insider information to trade stocks, the mere act of communicating such information to a third party being prohibited. Our Suppliers must not use or communicate confidential or privileged information regarding Previan or the companies with which Previan does business.
2.15 Resilience and Business Continuity
We require our suppliers to have a sufficiently robust resilience and business continuity program, appropriate to their business and good industry practice, to protect their business operations from disruptive events that may impact the supply of goods and services to Previan and its customers.
Additional risk controls and resilience requirements may be communicated to suppliers depending on the nature of goods or services being supplied.
2.16 Suppliers of our Suppliers
We require that our Suppliers ensure that their own suppliers abide by the terms and conditions of the Code.
2.17 Conflict Minerals
When applicable, our Suppliers shall implement procedures to reasonably assure that the use of tin, tantalum, tungsten and gold (“Conflict Minerals”) in the products they manufacture does not directly or indirectly finance or benefit armed groups in the Democratic Republic of Congo or an adjoining country.
Our Suppliers must exercise due diligence on the source and chain of custody of Conflict Minerals, in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas.
2.18 Security
We require that our Suppliers maintain adequate security at all production and warehousing facilities and implement supply chain security procedures designed to prevent the introduction of non-manifested cargo into outbound shipments. Each Supplier facility must have written security procedures to document proof of adequate security controls.
2.19 Monitoring and Reporting
This Code will be reviewed on a regular basis to incorporate additional provisions when necessary.
Our Suppliers must maintain all documentation necessary to demonstrate their compliance with this Code and will provide access to such documentation upon Previan’s request.
Previan shall have the right to periodically inspect the Suppliers and their facilities to verify compliance with this Code either directly or through a third-party. Such inspections may be conducted with reasonable notice to Suppliers. Suppliers are also required to disclose all material facts relating to production of products for Previan upon request.
3. Questions and Reporting Violations of the Code
Concerns or questions regarding the application of this Code may be directed to a member of Previan’s management team with whom they are dealing with. Suppliers may also report any suspected or alleged violation or impediment to this Code to any of the resources identified below:
• A member of senior management
• The person responsible for disclosures (Previan’s Vice-President, Legal Affairs and Corporate Secretary): Jean-François Hébert / [email protected]
• The Chair of Previan’s Compensation, Nominating, Governance and Sustainability Committee: Marie-Josée Lamothe / [email protected]
Incidents can also be reported, anonymously and confidentially, through the Previan Alert Platform accessible toll-free by telephone at (800) 461-9330 or via the website pap.previan.com. This platform is available 24 hours a day, 7 days a week and is operated by Convercent, an independent entity. Previan undertakes not to retaliate against any person who, in good faith, reports a violation.