Equator Corp Code of Ethics:Stds of Conduct

Code of Ethics and Standards of Conduct

Last revision 26 March 2019

EQC Code of Ethics and Standards of Conduct 2

TABLE OF CONTENTS

I. Introduction……………………………………………………………………………………...….3

Message from the President and CEO

Responsibility and Consequences

II. Legal Compliance……………………………………………………………………………………5

Laws & Regulations: Foreign and Domestic

Accurate Timekeeping

Presentation of Information

Sensitivity of Information

Fiduciary Responsibilities

III. Corporate Relationships………………………………………………………………………….9

Relationships with Government Clients

Relationships with Vendors

Conflicts of Interest

IV. Workplace Environment………………………………………………………………….…....11

Drug-free Workplace

Discrimination and Harassment

V. Protection of Corporate and Client Assets……………………………………………..13

44 Mine Road, Ste 2 Stafford, VA 22554

p. 540-903-4812 f. 540-659-3248

[email protected] www.equatorcorporation.com


Section I: Introduction

A Message from the President and Chief Executive Officer

The foundational principle on which Equator operates is to serve all clients, both public and private entities, with the highest degree of excellence, integrity, and respect. All employees are expected to perform their duties on behalf of the Corporation and the client with this principal as their foremost goal.

Our commitment to honesty, fairness, and the highest ethical standards must remain resolute. Each employee, manager, director, executive, member of the Board of Directors, consultant, and corporate agent is held accountable for upholding Equator’s values, principles, and Code of Ethics/Standards of Conduct.

Throughout the remaining pages of this publication, you will find detailed information on Equator’s expectations with regard to ethics and conduct. Although this document contains the basis of our ethics and foundational principles on which we conduct business with our clients, vendors, and teaming partners, it is not meant to provide specific guidance for every situation that you may encounter while performing daily operations. Therefore, should you have a question or concern, or find yourself in a challenging situation, please speak with your supervisor or the operations department immediately to gain clarification and support. Our doors are always open for employees who seek interpretation of our policies or who have concerns about compliance with our standards. It is the responsibility of each employee to uphold the standards stated within this publication. Violations should be reported immediately and without repercussion to the FSO or human resources manager.

Our success depends on your integrity!

Robert E. Woods, III

President and CEO

The supreme quality for leadership is unquestionably integrity. Without it, no real success is possible, no matter whether it is on a section gang, a football field, in an army, or in an office.

Dwight D. Eisenhower


Responsibility and Consequences

Each individual employed by or acting on behalf of Equator Corporation in any capacity must adhere to the Code of Ethics/Standards of Conduct. While serving in such a capacity, you are responsible for compliance with all standards within the Code. Adherence to Equator Corporation’s standards of business conduct and strict observance of all United States and foreign laws and regulations is both a legal and ethical obligation of every employee and agent of the Corporation. Should you have a question or need interpretation on any portion of the Code, it is your responsibility to seek additional information from your manager first. If you manager is unavailable or if, for any reason, this is not possible, you should contact human resources within the Operations Department or the Safety and Ethics Officer.

Employees and acting agents also have the responsibility to report violations or suspected violations. All reports of suspected violations will be treated in a confidential manner. Anonymous reports may also be filed. Corporate policy prevents any manager, director, or executive from retaliating directly or indirectly against any person reporting an alleged violation of the Code of Ethics/Standards of Conduct.

Violations of the Code are serious matters and will not be tolerated. An investigation of an alleged violation will be completed and, dependent upon the outcome, corrective action will be taken. Corrective action may include disciplinary action up to and including termination of employment. Dependent upon the nature and severity of a breach of standards, violations may result in criminal and/or civil penalties as prescribed by law. Any individual employed by or acting on behalf of Equator who witnesses a violation of the Corporation’s standards and fails to report it may be subject to disciplinary action.

Any violation which reflects a lack of diligence or inferior supervision on the part of a manager may result in disciplinary action against the responsible manager.

Unethical and/or Illegal activities are never justified and will not be tolerated!


Legal Compliance

Laws & Regulations: Foreign and Domestic

You are expected to perform all duties responsibly, respectfully, and professionally. You are also expected to act in adherence with all policies, laws, and regulations of the Corporation, Federal, state, and local governments.

When traveling or performing work internationally as a representative of Equator, you are expected to abide by the laws and regulations of the foreign nation, to the extent that they do not conflict with the laws and regulations of the United States. Should the laws and/or regulations of the foreign nation in which the Corporation conducts business conflict with Equator’s policies, it is your responsibility to contact the Operations Department for guidance in addressing the matter.

Among the various U.S. laws governing international business relationships, the Foreign Corrupt Practices Act (FCPA) and all Export Control laws are to be strictly observed.

The Foreign Corrupt Practices Act prohibits the direct or indirect influence of foreign government officials to use their authority in order to gain an unfair business advantage. Such attempts at influencing foreign officials include but are not limited to gifting, offering, or making promises of anything of value. Under the FCPA, companies that do not keep accurate accounting records or do not implement sufficient accounting controls are subject to civil liability. Any questions or requests for clarifications should be directed to the head of contracts.

Export Control laws protect America’s most valuable assets, such as intellectual property, and must be adhered to by all corporate personnel and representatives. Such laws and regulations regulate the import and/or export of material goods and information between the United States and foreign countries. These laws govern the export of such items as equipment, material, weapons, technology, data, software, information and services to foreign governments, business entities and individuals. Examples of Export Control laws include the U.S. Department of Defense’s International Traffic in Arms Regulations, Foreign Asset Control legislation, and the Export Administration Regulations instituted by the U.S. Department of Commerce.

Any employee or agent acting on behalf of Equator is required to consult the Corporation’s ITAR Point of Contact or its General Counsel prior to transferring any “item” outside of the U.S. to a foreign company or prior to transferring any “item” to a foreign company located within the U.S. Employees are also responsible for preventing restricted data or items from falling into the hands of foreign nationals working for Equator or in conjunction with Equator on any project.


Accurate Timekeeping

Every employee is expected to rigidly adhere to Equator Corporation’s timekeeping procedures as well as those of our government clients for those individuals working onsite in support of our clients. During the onboarding process, each new hire is trained in the timekeeping policy and procedures. The written policy and procedures are located in the employee handbook or can be obtained from you manager or the Operations Department. Questions should first be directed to your manager or, in the event of unavailability, to the Accounting Department.

All employees must daily record time worked accurately.

Presentation of Information

Any information presented to Equator Corporation or on behalf of Equator Corporation must be done in a full, fair, accurate, and timely manner. False or misleading information provided for consideration of employment are grounds for termination. Intentional omission of pertinent information on applications or resumes will not be tolerated.

Employees are expected to comply with both internal as well as independent auditors. Employees and/or agents of the Corporation must not distract, disrupt, interfere with, or provide misleading or false information to auditors. Additionally, employees are prohibited from all manipulative and/or coercive actions.

Any financial or non-financial information that impacts Equator financially or operationally must be reported through the employee’s chain of command immediately upon discovery.

Submission of business expenses for reimbursement is to be accurate, timely and in accordance with all corporate policies and procedures. Sufficient documentation and receipts in accordance with company policies must be provided in conjunction with the applicable expense report.

Sensitivity of Information

Employees entrusted with government clearances must properly handle and protect all classified information in strict compliance with U.S. government rules and regulations. Upon the initial awarding of a clearance, employees will be provided mandatory training on rules and regulations governing classified materials by the Facility Security Officer or the Assistant Facility Security Officer.


Additionally, the FSO or Assistant FSO provides mandatory annual refresher training for all employees holding U.S. security clearances. Upon termination of employment for any reason, the FSO will provide a mandatory debriefing for classified employees.

All information and knowledge that provides a competitive advantage is designated as intellectual property under U.S. laws and those of most nations. As such, it is considered a valuable asset to the Corporation and must be used for authorized business purposes only. The unauthorized use or sharing of intellectual property is strictly prohibited. Employees are responsible for protecting Equator Corporation’s propriety data and information which may include but is not limited to technical drawings/designs, employment records, information gained through teaming or partnership relationships, proposal writing, or contract or business negotiations. Likewise, personal use of corporate private or proprietary information is prohibited. Unauthorized use may violate corporate policies as well as laws and regulations, such as Export Control, Insider Trading, and Antitrust.

Equator Corporation seeks above all else to maintain its reputation for integrity, fairness, trustworthiness, and professionalism. Therefore, private or proprietary information entrusted to individuals by previous employers, in conjunction with contract bids or any other information that is not public knowledge or to which we are not entitled is not to be used in business practices or shared with the Corporation. Equator respects and honors all patents, copyrights, trademarks, and licensing requirements of computer software.

Fiduciary Responsibilities

Equator counts among its greatest assets the knowledge and experience, creativity, and diligence of its employees. The relationship between employee and employer attains its highest level of success when both the individual and the corporation perform their responsibilities with the highest degree of loyalty. To that end, employees have essential fiduciary responsibilities to the Corporation, such as:

• Employees are expected to act with undivided loyalty to Equator and with honesty, fairness, and utmost integrity in dealing with the Corporation, colleagues, teaming partners, vendors, and current and potential clients.

• Employees must not allow the use of their names or resumes to be used by a competitor or any other entity in the submission of a bid, proposal


response, contractual application or task order that in any way diminishes, reduces, or replaces Equator’s work.

• Employees are prohibited from working on behalf of another entity while actively employed by Equator without written permission. Service in the U.S. military Reserves or National Guard does not require corporate permissions, per United States law.

• Employees are prohibited from planning or conducting business as a new, non-Equator-related enterprise while actively employed by Equator, without the express, written permission of the President or the Chairman of the Board of Directors or Equator.

• Employees are prohibited from using trade secrets, proprietary, or private information in an unauthorized manner or for personal gain.

• Employees are prohibited from accepting kickbacks in exchange for entering into any business dealings.

• Employees must not solicit Equator’s clients, vendors, partners, or employees.


Corporate Relationships

Public and Private Sector Clients

At Equator Corporation, it is our goal to serve our clients with excellence. We our customers to select Equator based on our superior solutions, outstanding value, and exceptional reputation. We are steadfast in our principles and, thus, conduct all business in a forthright and genuine manner.

All service and solutions must meet or exceed the client’s contract specifications and any applicable testing or quality evaluation requirements must be followed. Any alterations to contracts require prior written authorization from the contracts organization, an authorized customer representative, and the Equator Contracts Department.

The Corporation respects the time and resources of each of our clients; therefore, employees are expected to provide support in the most effective and efficient manner possible. Employees must also respect and honor all regulations, policies and procedures of our clients.

With regard to public sector clients, Equator expects all employees to adhere to the strict government standards regarding business courtesies. Therefore, employees are to refrain from offering gifts, entertainment, services, and/or favors to any current or potential government customer or representative. The same rules apply for interactions and negotiations with non-government personnel with connections to a government contract or subcontract.

Offering anything to a government employee because of an official act performed or promised is not only a violation of Equator’s standards but is also a crime under the laws of the United States. Employees who engage in such corrupt practices may be subject to disciplinary action up to and including termination of employment as well as criminal prosecution.

With regard to private sector clients (i.e. commercial or non-government), employees are expected to exercise discernment in the provision of any business courtesies. Such courtesies must be reasonable, infrequent, legal, and offered in such a way that is fair, impartial, and open.

Teaming Partners and Vendors

Equator Corporation places great trust and confidence in each of its employees and appreciates the highest degree of loyalty bestowed upon us by our employees. Likewise, we enjoy a mutually beneficial trust relationship with our business partners. Because we value the loyalty entrusted in us, the Corporation does not


enter into teaming agreements with business partners lightly. It is our commitment to our employees that we will seek only companies with the highest reputation for integrity and fairness with which to partner in the mutual pursuit of business. In return, we expect employees to extend their highest degree of loyalty, integrity, honesty, and professionalism to our partners in all business dealings.

This means that all assets (intellectual property, confidential and proprietary information, materials, equipment, facilities, services, etc.) are to be protected and treated with the utmost care and respect.

Employees are expected to respect all vendor relationships. Should a quality issue arise, employees should notify the Operations Department immediately. The operations staff will seek resolution on behalf of the Corporation.

Conflicts of Interest

Equator Corporation enjoys successful relationships built on mutual trust and respect with its clients, teaming partners, and vendors. Each employee is expected to safeguard these business relationships by being sensitive to situations--personally and professionally—that might jeopardize that trust or cause our fairness to be questioned.

Employees are required to provide written notification to their managers of any financial interest the employees or their family members hold in a vendor or potential vendor actively proposing work with Equator.

An employee offered an opportunity to consult to a corporate entity, government agency, or a representative thereof that has business dealings with Equator in any way—as a vendor, teaming partner, competitor, or client—must obtain written approval from management prior to providing any consultation to the requesting entity.

Full and open disclosure of personal or professional relationships of an employee and/or family members is required when the employee is recommending or approving a vendor to the Corporation. The disclosure must be made in writing to the Operations Department immediately upon learning of the possible conflict of interest. In the case of authorization approval, the employee may be asked to make a recusal from the decision-making process.

Employees are expected to use discernment and to disclose any relationship or affiliation that may call the individual’s or the Corporation’s objectivity into question. Maintenance of integrity requires the avoidance of conflicts of interest as well as perceived conflicts.


Workplace Environment Drug-Free Workplace

Equator Corporation values the health and well-being of its employees. Therefore, the Corporation has implemented a drug-free, alcohol-free, and tobacco-free policy to promote a safe and healthy work environment for all of its employees. Employees are responsible for compliance with this policy at all times within corporate and client workspaces. Employees are expected to comply with all environmental, health, and safety laws and regulations and to promote environmentally sound business practices.

Use of illegal substances, alcohol, and/or abuse of legal pharmaceuticals will not be tolerated. The Corporation reserves the right to randomly drug-test its employees.

Discrimination and Harassment

Trustworthiness, respectfulness, and professionalism are among the foundational pillars on which Equator’s reputation is built. Thus, all employees are expected to conduct themselves with the upmost honesty, respect, and professionalism toward all individuals.

To this end, the Corporation is committed to providing a work environment free from discrimination and harassment. Whether working within the United States or internationally, discrimination and/or harassment in any form is strictly prohibited.

Examples of such discrimination/harassment include:


The Equator work environment is to remain free from violence, threats, bullying, and any form of abusive or intimidating language and behavior. Employees should feel free to voice concerns, as well as new ideas, without fear or hesitation. It is the duty of every employee to maintain a work environment that is above reproach.

Contacts for reporting violations:

• The employee’s immediate manager

• Human resources

• General counsel

Reports will be taken seriously, investigated, and resolved while maintaining as much confidentiality as possible in accordance with the investigation.

A reputation for a thousand years may depend upon the conduct of a single moment.

Ernest Bramah


Protecting Corporate and Client Assets

Equator places a host of assets at the employees’ disposal in order to support their productivity, creativity, and growth. Such assets include but are not limited to intellectual property, proprietary and confidential information, time, material, equipment, facilities, and services. For those providing direct support to clients, the clients have also provided valuable resources to enable your success. In some cases, Equator employees may be entrusted with assets and/or resources made available by teaming partners. All such resources and assets, regardless of the origin, are for authorized business purposes only, unless management has approved a specific exception in the case of Equator Corporation assets.

Negligence, carelessness, inappropriate use, theft, or loss of Equator’s, a client’s, or a teaming partner’s physical assets may be subject to disciplinary action up to and including termination of employment. Likewise, the unauthorized disclosure, transfer, or use of intellectual property, confidential, classified, or proprietary information belonging to Equator Corporation or any of its clients, partners, or vendors is grounds for disciplinary action and may result in termination of employment. Additionally, dependent upon the nature of the offense, the employee may be referred to law enforcement authorities. Civil and/or criminal liabilities may apply.

Equator Corp Code of Ethics:Stds of Conduct

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