Code Of Conduct
Doing Business the Denysys Way
The Denysys Code of Conduct is intended to provide an understanding of how our
company does business. It does not create a contract, nor is it intended to create contractual obligations of any kind. Your employment is subject to the laws of the country in which you work and the HR guidelines and policies of your organization. While the policies and guidelines contained herein cover many situations, the code does not anticipate every situation or answer every question.
The Denysys Code of Conduct policies and guidelines may be changed, modified
or eliminated by Denysys at any time at the company’s discretion without notice to
employees. In the event that any part of the Code of Conduct conflicts with applicable law, the law will prevail.
If you have questions about the Denysys Code of Conduct, please ask your manager or a Human Resources representative.
A Message from the President
We appreciate this opportunity to continue to affirm Denysys’s high standards of business conduct. Our emphasis on integrity and honesty is nothing new. This has been the company’s way of doing business since its inception: We do the right thing.
At Denysys, we promote and encourage creativity, diversity and open communication in every area of our company. Our goals and ideals as embodied in our Code of Conduct describe the way we choose to work together every day across the world with customers, partners, vendors and each other.
Each Denysys employee, officer and director is responsible for upholding our standards and complying with the Denysys Code of Conduct. That’s why we ask you to familiarize yourself with this handbook, as well as with our Denysys Employee Portal. This information, together with our internal training programs, will provide the foundation and tools you need to be successful throughout your career at Denysys.
Philip Denny
Denysys Corporation
2010 E. Hennepin Ave., Suite 7-217
Minneapolis, MN 55413
Ethics
Upholding High Standards of Business Conduct
Denysys Company Ethics
Ethical behavior is the way we do business at Denysys. While business requirements may vary by country or region, the fundamental principle that we act with integrity and honesty in all business dealings remains constant. Our roots in this ethical foundation and our adherence to the policies outlined in the Denysys Code of Conduct assure our ongoing success, our diverse corporate culture and the maximization of shareholder value.
The basic tenets of our code are:
- Make business decisions with integrity and honesty.
- Comply with the laws and regulations of each country in which we do business.
- Seek to provide the highest quality products and services.
- Focus on our customers’ success, which is key to our own success.
- Show respect for the dignity of others.
- Be a team player, working for the good of the whole.
- Constantly seek ways to improve yourself and the company.
- Communicate openly and encourage diverse thinking.
- Avoid business situations that could cause a conflict of interest.
- Honor confidentiality obligations to Denysys and others.
- Report any violations of our code of conduct.
HR Policies
Working at Denysys
Human Resources Policies
Denysys is an Equal Opportunity Employer that places a strong value on
diversity. Our business culture is one of cooperation and innovation, with zero
tolerance for illegal discriminatory or harassing behavior.
Equal Opportunity Employment
Denysys is an equal opportunity employer. Equal opportunity assures the rights of each individual employee, and that all employees enjoy the benefits of decisions that are free from discrimination or harassment. Denysys does not discriminate based on race, color, sex, religion, national origin, ancestry, age, sexual orientation, marital status, family-care status, veteran status, physical disability, medical condition or any other basis prohibited by federal, state or local laws.
Freedom from Discrimination in All Business Practices
All decisions with respect to recruiting, hiring and promotions will be based solely on individual qualifications related to the requirements of the position. Likewise, all other personnel matters such as compensation, benefits, transfers, training and education will be administered free from any illegal discriminatory practices.
Reporting Discrimination Issues
If you believe that you have been subjected to any form of unlawful discrimination, you should report it promptly, as detailed at the end of this handbook in “Reporting Violations.” All of us share the responsibility of ensuring that unlawful discrimination does not occur.
Accommodations for Physical Limitations and Disabilities
Denysys will make reasonable accommodations for the known physical limitations or disability of an otherwise qualified individual who is an applicant or an employee, in accordance with applicable law.
Zero Tolerance for Harassment
All employees are to be treated with respect and dignity. Illegal harassment of any kind will not to be tolerated under any circumstance. This includes sexual harassment and other types of harassment (such as that based on race, religion, national origin, age, marital status, physical handicap or sexual orientation) by a Denysys employee, contractor, vendor or customer. Actions of harassment by an employee may lead to termination.
Reporting Harassment Issues
If you believe you have been harassed or have witnessed a co-worker being harassed, you should report the incident promptly to your manager, your manager’s manager, the Human Resources department or a corporate officer. There will be no retaliation against you by management for making a complaint of harassment. If you have witnessed or been told about another employee being harassed and wish to report it anonymously, please see the section on “Reporting Violations” in this handbook for information about how to do this.
Handling of Harassment Complaints
Denysys encourages you to bring any harassment complaint to Denysys first, so that Denysys can address the problem and take prompt remedial action. When Denysys learns of an incident of alleged illegal harassment, we will conduct a prompt, thorough, objective and complete investigation of the complaint. Information obtained during the investigation will be handled in a confidential manner. No employee will be retaliated against or otherwise disciplined for good faith reporting of an incident of harassment or for participating in an investigation.
Disciplinary Action for Harassment
At the conclusion of a harassment investigation, it will be determined if company policy has been violated. In the case of Denysys employees, if harassment is established, Denysys will discipline the offender. Disciplinary action for a violation of this policy can range from verbal or written warnings up to and including immediate termination. With regard to acts of harassment by customers or vendors, corrective action will be taken after consultation with the appropriate management personnel. In all cases of harassment, steps will be taken, as necessary, to prevent any further occurrence.
For more information, visit our HR Guidelines on the company's employee portal or request a copy from the HR department.
Protection of Property
Using Denysys Equipment and Systems
Denysys Company Property Policy
Denysys provides you with company equipment and systems to help you do
your job effectively and retains the rights of ownership of this equipment.
Equipment and Systems Use for Company Business
All company equipment and systems are the property of Denysys and must be maintained according to company policy. Denysys equipment and systems should be used only for work-related purposes. This includes, but is not limited to, computer equipment and systems, phone, voice mail and e-mail systems, electronic devices, telecommunications equipment, desks and file cabinets.
Protection of Computer Information and Information Systems
Computer information and information systems are vitally important Denysys assets. This means that the company's information and information systems must be properly protected from a variety of threats such as error, fraud, theft, embezzlement, sabotage, terrorism, extortion, industrial espionage, privacy violation, service interruption and natural disaster. It is very important for every employee to comply with our security policies, which are fully described at our
Employee Portal under IT Policies, or in a hard copy which can be obtained from the HR department.
Denysys’s Right to Inspect and Monitor Equipment
Denysys reserves the right to inspect and monitor all company equipment and systems at any time to ensure compliance with its policies and to protect its business interests without notice to any employee and in any employee's absence.
No Information Privacy on Company Equipment
You have no right of privacy as to any information or file maintained in or on Denysys's property or stored through Denysys's computer systems, voice mail, e-mail or other technical resources. All documentation, whether written or electronic, related to Denysys equipment or property, produced on Denysys equipment or at the request or Denysys, is the property of Denysys and may be reviewed and used for any purpose that Denysys considers appropriate.
For more information, visit our HR Guidelines on the company's employee portal or request a copy from the HR department.
Corporate Communications
Communicating Outside the Company
Corporate Communications Policy
All communications made to the public by Denysys, or on its behalf, are to be accurate, complete, understandable and timely. They should also originate from the appropriate company-approved source.
Communicating with the Press
Only specifically authorized persons may conduct interviews with the press. You should never speak with a member of the press regarding Denysys or Denysys products or services under any circumstances without a Denysys authorized public relations person involved in the communication. You should refer, without comment, any press interview requests and all other inquiries from the media regarding Denysys to the Corporate Communications Department at human.resources@denysys.com.
Conflict of Interest and Confidentiality
Protecting Interests and Information
Conflict of Interest and Confidentiality Policies
Denysys’s policies for employees and directors regarding avoiding a conflict of interest and maintaining confidentiality assure ethical business practices in a secure, productive work environment.
Confidentiality Obligation
Denysys employees and directors may not disclose or use confidential Denysys information for their own benefit or in any way that negatively affects Denysys. Examples of confidential information include trade secrets, new product ideas, source code, processes, formulas, data, techniques and customer lists. Additional details regarding employee obligations are provided in the Employment and Confidential Agreement that all potential Denysys employees are required to execute in order to be employed by Denysys.
Avoiding a Conflict of Interest
All Denysys employees and members of their immediate family are to avoid situations that may create any actual or potential conflict between their personal interests and those of Denysys. This includes not making a significant investment in, or accepting employment from a customer, supplier or competitor of Denysys that could influence business transactions with Denysys. Additionally, neither Denysys employees, nor members of their immediate family, should seek or accept any loan or guarantee, or accept major gifts, payments or other favors from a customer, supplier or competitor. However, it may be appropriate on occasion for Denysys employees to accept or provide nominal or promotional gifts or business amenities as part of our ongoing business relationships with customers, suppliers and vendors. Such gifts or amenities may include a business meal, entertainment or other types of gift or service. Whenever you provide or receive a gift or business amenity in the course of Denysys business, please tell your manager or check with the Denysys legal counsel.
Situations Requiring Review and Permission
Denysys employees may not accept a second job, directorship or consulting arrangement without the prior written permission of the president. If you are interested in participating on an industry technical advisory committee, please consult with your manager or the company’s legal counsel prior to joining. Also, employees may not conduct Denysys business with a family member without prior written permission from senior management.
Reporting a Conflict of Interest
If a conflict of interest arises, you must notify your manager, Human Resources and Denysys legal counsel.
For more information, visit our HR Guidelines on the company's employee portal or request a copy from the HR department.
Domestic and Foreign Business Practices (FCPA)
Conducting Business with Other Parties
Anti-Bribery Policy
Denysys has strict anti-bribery policies regarding the lawful, ethical conduct
of business domestically and internationally. You are responsible for knowing
and adhering to all policies that are relevant to your work with the company.
Compliance with Denysys Policies and Governing Law
Conducting Denysys business domestically, you are required to comply with Denysys’s policies and all local, state and national laws. Conducting business internationally, you must comply with the U.S. Foreign Corrupt Practices Act (FCPA), as well as the laws of all countries in which Denysys does business. You may not use bribes, payments or other inappropriate promises or actions to conduct Denysys business.
Anti-Bribery Policy Under the FCPA
No one acting on Denysys’s behalf may bribe or otherwise attempt to improperly influence a foreign government official or employee for the purpose of obtaining or retaining business or directing business to anyone. The FCPA prohibits payments and gifts, promises or offers to pay, and the authorization or approval of these actions.
Reporting Bribery and FCPA Violations
Employees are required to report any suspected or actual bribery violations and/or violations of the FCPA to the General Counsel. Reporting will not subject the employee to any retaliatory action by Denysys. Violations of the FCPA may subject Denysys to penalties, and employees who violate the FCPA may be subject to disciplinary action by Denysys as well as criminal and civil prosecution.
Discouragement of Payment for Foreign Government Actions
Payments to facilitate routine foreign governmental actions are discouraged and may be made only with prior approval from Denysys’s legal department.
Record Keeping for Payments
All payments made on behalf of Denysys must include proper written documentation and state the purpose of the payment. Each Denysys office, both domestic and international, must maintain accurate records that comply with Denysys’s accounting policies.
For more information, visit our HR Guidelines on the company's employee portal or request a copy from the HR department.
Records Retention
Retaining and Disposing of Denysys Records
Records Policy
Denysys’s Records Retention Policy provides rules and guidelines to ensure
that records are appropriately created, distributed, stored and destroyed.
Definition of Records
Records includes correspondence, memoranda, reports, files, documents, contracts, calendars and other written material. It also includes material stored electronically, including in handheld devices, magnetic and electronic media, such as e-mail, backup tapes and files stored on hard drives, CDs or floppy diskettes, as well as paper.
Record Retention and Disposal
You are required to both retain records and dispose of records that are no longer useful in compliance with guidelines specific to the type of record. You are responsible for complying with the terms of this policy.
Regulation of Record Destruction
Destruction of specified records will be stopped in the event Denysys becomes aware of any current, pending or foreseeable legal action or investigation for which the records may be relevant. It is very important that you follow directions from the company’s legal department regarding retention of records in the event of any litigation or investigation. Any destruction of records outside the guidelines of the records retention policy could result in civil or criminal liability for Denysys and the employees involved.
For more information, visit our HR Guidelines on the company's employee portal or request a copy from the HR department.
Reporting Violations
Honoring the Denysys Code of Conduct
Violations Reporting Policy
All Denysys employees and directors are responsible for honoring the Denysys Code of Conduct and other policies, and to assure compliance by other Denysys employees. Violations of the code and other policies not only have legal ramifications, but also negatively affect the business, culture and environment of our company. Any waivers of the Code of Conduct for directors or executive officers must be approved by the board of directors and will be promptly disclosed to shareholders.
Obligation to Report Code of Conduct and Policy Violations
It is important that you immediately report any Denysys Code of Conduct violations or policy violations to your manager, your manager’s manager, a human resources representative, legal counsel or the company’s president. You will not be retaliated against in any way for honestly reporting an issue.
Anonymous Reporting of Violations
If you would like to anonymously report a violation involving corporate compliance,
human resources or accounting or auditing matters, please utilize our open door policy and request a meeting with the president. Additional ways to report accounting violations or confidential complaints about accounting can also be submitted in the following ways:
• E-mai: human.resources@denysys.com
• Letter, mail to:
Office of the President
Denysys Corporation
2010 E. Hennepin Ave., Suite 7-217
Minneapolis, MN 55413
Information to Include in Report Submissions.
When submitting a report of a violation, complaint or concern, you should provide as much detail as possible regarding the subject matter. However, you need not identify yourself as the source of the report. If the report is submitted anonymously, Denysys will not make any special effort to identify the employee who has made the communication.
Records of Complaints and Related Information
The Denysys legal counsel will have custody of the records of complaints. Any information developed in the course of responding to an accounting concern, or any other type of concern or complaint, will be handled as Denysys deems appropriate, and in accordance with company policy.
Disciplinary Action
Disciplinary action for a violation of this Code of Conduct can range from verbal or written warnings up to and including immediate termination. In all cases, steps will be taken by the company, as necessary, to prevent any further Code of Conduct violations, and the company will comply with all applicable laws and regulations.
For more information, visit our HR Guidelines on the company's employee portal or request a copy from the HR department.
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