Rules and Personal Conduct
Cenveo, Inc., including all of its subsidiaries, can provide the highest quality of service only where there is an atmosphere of cooperation, courtesy and responsiveness. Your actions and attitudes toward customers, vendors, investors, the public at large, and your fellow employees will determine the reputation of Cenveo. As a Cenveo employee or director, you are expected to conduct yourself at work in a polite, cooperative and professional manner, and in accordance with the ethical guidelines provided in this Code.
This Code of Business Conduct and Ethics covers a wide range of business practices and procedures and serves as a guide to ethical decision-making. Cenveo is committed to uncompromising integrity in all that we do and how we relate to each other and to persons outside of the corporate family.
You are responsible for knowing the policies and rules of conduct listed in this Code. This Code does not cover every issue that may arise, but it sets out basic policies to guide all directors and employees of Cenveo in their business conduct and ethical decision-making. In particular, this Code covers policies designed to deter wrongdoing and to promote (1) honest and ethical conduct, (2) avoidance of conflicts of interests, (3) full, fair, accurate, timely, and understandable disclosure, and (4) compliance with applicable governmental laws, rules and regulations. All directors, officers and employees must conduct themselves in accordance with these policies and seek to avoid even the appearance of improper behavior. Cenveo’s agents and representatives, including consultants, should also be provided with a copy of this Code. If you have any questions about the application of a policy or rule, you should discuss them with your supervisor, your manager or anyone in Human Resources. You can also use the “open door” policy as outlined in this Code if you have problems or concerns.
Each director and employee will be held accountable for his/her adherence to this Code. Those who violate the policies in this Code will be subject to disciplinary action, up to and including discharge from employment and, where appropriate, civil liability and criminal prosecution. If you are in a situation that you believe may violate or lead to a violation of this Code, you must report the situation as described below.
Cenveo strives to maintain high standards of ethical conduct in all of its business activities. If you have any questions concerning ethical conduct please see your supervisor, your manager or Human Resources representative. As representatives of Cenveo, all Cenveo employees and directors must follow these principles in their work activities:
Safety. Employees must conduct their work in a manner that protects their own safety, as well as the safety of others. Employees must strive to provide a safe work environment for those around them. All employees must comply with the General Safety rules in the Employee Handbook and any local safety rules, procedures and guidelines in place at the facility at which employee works.
Integrity. Employees and directors must act with integrity in their business interactions. No employee or director should be subject to, or even appear to be subject to, influences or relationships that conflict with the best interests of Cenveo.
Compliance with Laws. Employees and directors must always act in compliance with both the letter and spirit of all laws and regulations.
Respect. Employees and directors must respect each person with whom they interact and be courteous and considerate.
Compliance with customer’s and vendor’s ethics policies. Each employee must be careful to respect and comply with the ethics policies of any Cenveo customer or vendor with whom the employee interacts.
Conflicts of Interest
All directors and employees of Cenveo must avoid any business, financial or other relationships where personal interests conflict or appear to conflict with the interests of Cenveo and its shareholders. A conflict of interest occurs if an individual’s private interest interferes in any way – or even reasonably appears to interfere – with the interests of Cenveo and its shareholders. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her work for Cenveo objectively and efficiently. A conflict situation may also arise when an employee or a member of his or her family, receives improper personal benefits as a result of his or her position with Cenveo. Employees and members of their households shall not accept gifts, entertainment, employment of family or household members, lodging or transportation, or other favors, that could influence or appear to influence your performance or that could place Cenveo under an obligation to a deal with a party.
Directors and employees, and members of their immediate families, may not have personal financial interests in firms engaged in business with Cenveo or its subsidiaries without prior approval of the Board of Directors, as to Directors and Executive Officers of Cenveo, Inc., and the Corporate Legal Department as to all other employees. “Personal financial interest” means (a) owning or controlling more than one percent (1%) of a corporation’s outstanding securities or similar financial interest in an enterprise not considered a corporation; (b) being a consultant, officer or director of an enterprise or being an employee in, or having a member of your immediate family in a position to influence the actions of, an enterprise that does business or competes with Cenveo. In addition, any Director or employee who is an officer or executive officer must report to the Corporate Legal Department any direct investment in a firm engaged in business with Cenveo or its subsidiaries, regardless of the size of such investment. Instances of conflict of interest (without the appropriate approval) would include, but not be limited to, the following:
Accepting any gift, entertainment, loan, service, money or favor of more than nominal value (generally $100.00) from a competitor of Cenveo or a vendor or other company that wants to do business with Cenveo. (See section on Compliance with Anti-Bribery Laws, below).
Performing services, acting as a consultant to, or having a material or personal financial interest in a competitor of or vendor to Cenveo or a company that wants to do business with Cenveo.
Purchasing or leasing goods or equipment on behalf of Cenveo from a relative or a company in which the employee or his or her relative has a material or personal financial interest. Purchasing or leasing goods on any basis other than price, quality and service.
Taking for one’s self opportunities that are discovered through the use of Cenveo property, information or position.
Using Cenveo property, information or position for personal gain.
Competing with Cenveo in products, properties or services sold, purchased or leased by Cenveo.
Buying or selling securities of Cenveo, on the basis of material non-public information.
If you have a potential conflict of interest or if you are not certain whether a situation may pose a conflict of interest you should report it to your local Human Resources representative, Regional Human Resources Director or Sr. Vice President, Human Resources and Benefits at (203) 595-3000.
All full-time employees should recognize Cenveo as their primary employer. While some employees may want or need gainful employment other than their full-time work with Cenveo, outside employment cannot compromise your ability to satisfactorily perform your job.
Employees who accept outside employment should keep in mind that they may not engage in non-Cenveo work activities during their Cenveo working hours or while on any form of approved leave of absence. Also, outside employment activities that constitute any form of competition or conflict of interest with, or that might bring disrepute to, Cenveo are prohibited. Any outside employment that conflicts with or is related to the performance of duties with Cenveo is prohibited. Further, use of Cenveo tools or equipment for outside employment activities is prohibited.
Recording and Reporting
Cenveo requires honest and accurate recording and reporting of information in order to make responsible business decisions. Many employees regularly use business expense accounts, which must be documented and recorded accurately. All of Cenveo’s books, records, accounts and financial statements must be maintained in accordance with company policies, and in proper detail, must appropriately reflect Cenveo’s transactions and must conform both to applicable legal and accounting requirements and to Cenveo’s system of internal controls. Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, text messages, internal memos, and formal reports.
Confidential and Proprietary Information
Employees and directors are prohibited from using, publishing or otherwise disclosing to others, either during or subsequent to their tenure with Cenveo, any confidential or proprietary information of Cenveo or its customers and suppliers. Confidential and proprietary information includes, but is not limited to, trade, technical or technological secrets; customer lists, price lists and employee lists; details of organization or business affairs; computer hardware configurations and software designs and programs; business strategies, records or financial information; equipment configurations; competitive advantages and disadvantages and the like; or other proprietary or other information relating to Cenveo’s business and products.
Such information is considered confidential and proprietary, whether in writing, on a computer disk or drive or otherwise stored electronically, whether standing alone or expressed in an analysis, compilations, studies or other documents prepared by or on behalf of Cenveo.
Upon termination of employment or directorship with Cenveo, employees and directors must promptly deliver to a Cenveo representative all documents and other records, which relate to the business activities of Cenveo, including any copies thereof.
Employees and directors of Cenveo are also prohibited from disclosing or misusing (while with Cenveo) any confidential or proprietary information belonging to others, including customers, suppliers, and/or prior employers.
This provision does not prevent employees from speaking, writing, or otherwise communicating about their wages, hours, benefits, and other terms and conditions of employment or in acting for their individual or mutual benefit under the National Labor Relations Act (NLRA) or other laws.
Additionally, employees shall not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, if an employee files a lawsuit for retaliation by Cenveo for the employee’s reporting a suspected violation of law, the employee may disclose the trade secret to the employee’s attorney and use the trade secret information in the court proceeding, provided the employee (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
Each employee and director should endeavor to deal fairly with Cenveo’s customers, suppliers, competitors, investors and other employees. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing.
Protection and Proper Use of Company Assets
All employees and directors should protect Cenveo’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on Cenveo’s profitability. All Cenveo assets should be used only for legitimate business purposes.
Compliance with Laws, Rules and Regulations
All employees and directors should comply with all laws and regulations. There are laws and regulations governing anti-bribery, workplace safety, waste disposal, how employees treat other employees, trading of Cenveo stock, and printing of copyrighted materials, public disclosure of material events and circumstances, and many other everyday matters. If a law or regulation conflicts with a company policy, including one in this Code, you must comply with the law or regulation; however, if a local custom or policy conflicts with this Code, you must comply with this Code. That an illegal act may be a “customary business practice,” in any country is not sufficient justification for failing to comply. If an employee is in doubt about the appropriate course of action in a particular situation, the employee should contact the Corporate Legal Department at (203) 595-3000. An employee may also contact, the Cenveo Reporting Hotline (as described in the paragraph below).
Compliance with Anti-Bribery Laws, Including the Foreign Corrupt Practices Act, the U.K. Bribery Act, and Similar Laws of Other Countries
Company policies, including this Code of Conduct, prohibit Cenveo employees from engaging in bribery, kickbacks, and other illegal means to influence both commercial business decisions and government procurement actions. In addition, applicable laws (“Laws”) make it illegal to:
Directly or indirectly offer, promise, give or accept anything of value to or from any government official to obtain or retain business or any improper advantage; or
Directly or indirectly offer, promise, give or accept anything of value to obtain or retain business or an improper advantage in private, commercial sector business dealings, even where there is no government official or government business involved.
Cenveo has zero tolerance for bribery. These provisions are intended to familiarize you with Cenveo’s anti-bribery rules to help ensure that no Cenveo representative, whether by intent or simple lack of understanding, violates the law.
In order to comply with applicable anti-bribery laws and this Code of Conduct, all Cenveo employees and directors are prohibited from engaging in the following conduct:
(1) Do Not Pay or Accept Bribes or Submit to Extortion: No Cenveo director or employee may, directly or indirectly, offer, promise, pay, request or accept a bribe or any payment or other advantage to or from any person in order to obtain or retain business or an advantage in the conduct of business. All offers of or demands for bribes must be expressly rejected, and promptly reported to the Corporate Legal Department. In addition, any offers, requests or demands by a public official, political party, political candidate or private sector employee, whether direct or indirect, for the payment of anything of value to act or refrain from acting in the performance of his or her official duties must be immediately and promptly rejected.
Bribery includes any payment, offer, promise or gift of any value or advantage, whether directly or through intermediaries and whether made or received, to induce an individual to act or refrain from acting in relation to the performance of their duties in order to obtain or retain business or other business advantage. Bribery may take many forms, including: money, gifts, travel and entertainment, excessive discounts, rebates, offers of employment, assumption or forgiveness of debt, and personal favors.
(2) Do Not Make ‘Facilitating Payments’: No Cenveo director or employee may, directly or indirectly, offer or make so-called “facilitating or grease payments” to any government employee or official in order to encourage them to expedite a routine governmental task that they are otherwise required to undertake. Exceptions may be approved by the Corporate Chief Financial Officer if and only if the government action sought is an emergency situation concerning the health or safety of a Cenveo director or employee.
Facilitating Payments, also known as “grease payments,” are payments made to government employees or officials in order to encourage them to expedite a routine government task that they are otherwise required to undertake.
(3) Do Not Pay or Accept Kickbacks: No Cenveo director or employee may “kickback” any portion of a contract payment to employees of other parties to a contract or use other means such as subcontracts, purchase orders or consulting agreements to channel payments to government officials, political candidates, or employees of other parties to a commercial contract or their relatives or business associates.
Kickbacks are a particular form of bribe which takes place when a person entrusted by a private employer or government entity with responsibility for granting a benefit does so in a way that secures a return (kickback) of some of the value of the transaction to him or herself (or their relatives or business associates), without the knowledge or authorization of the employer or government entity to which the person is accountable.
(4) Do Not Provide or Accept Gifts, Travel, Hospitality & Entertainment: Providing or accepting any gifts, travel and entertainment perks or reimbursements of more than nominal value (generally $100.00) can be considered a bribe. Cenveo directors and employees must not offer, provide or receive gifts, meals, entertainment, hospitality or payment of expenses unless they are transparent, proportionate, reasonable and bona fide expenditures, and are not in violation of the laws of the country of the recipient. In determining what a “reasonable” level of travel and entertainment expense might be, you should be guided by the level of expenditure required to provide necessary transportation, meals, lodging and entertainment at a modest level, making sure that the expenditure would not exceed the level of permissible expense under Cenveo’s travel policy.
Properly Document Expenditures: All expense transactions involving travel, hospitality or entertainment provided to and/or paid for an outside person must be fully and completely documented by receipts and invoices and accurately characterized and accounted for in the corporate records. Documentation must include the name, title and company of the individual(s) involved, and must fully comply with Cenveo’s travel policy.
Reporting Requirement: All Cenveo directors and employees who find themselves subjected to any form of demand or request to accept or pay a bribe or other form of improper payment or advantage or who are asked to participate in any way in a bribery scheme must promptly report these occurrences to the Corporate Legal Department. Alleged violations of this Section or applicable Laws may also be reported on a confidential or anonymous basis without fear of retaliation by contacting the Cenveo Reporting Hotline. Anyone making such a report who has not engaged in illegal or unethical conduct will not suffer any adverse employment action.
You should also report any suspicious activity that may result in a violation of this Section. Turning a “blind eye” or sticking “one’s head in the sand” to avoid knowledge of a potentially illegal bribe or violation of applicable Laws is itself a violation of this Code of Conduct and may result in you or the Company being deemed to have knowledge of the unlawful transaction.
No Cenveo director or employee will suffer demotion, penalty or other adverse employment action or retaliatory consequences for not paying or accepting bribes or making improper payments even when Cenveo may lose business as a result of his or her refusal to do so.
Consequences of Violation: Any Cenveo director or employee who violates this Section will be subject to disciplinary action, up to and including termination of employment. The FCPA, the U.K. Bribery Act and other laws also provide for criminal action and/or penalties for violations thereof.
Books & Records: It is Cenveo’s policy to maintain complete and accurate financial records, ensuring that all transactions are properly, accurately, and fairly recorded in a single set of books.
Additional Notes on Bribery:
“Indirectly” making payments would include hiring agents to act on behalf of the Company and either explicitly or implicitly authorizing them to utilize bribery of foreign government officials or in the context of commercial contracts in order to obtain business. Because of language and cultural differences, anyone dealing with foreign agents should make sure that these agents clearly understand that they are not to engage in bribery or otherwise make improper payments.
Prohibited payments need not take the form of cash. They may be anything of value, including gifts or services. Generally speaking, however, small business courtesies such as modest gifts or meals intended merely to promote goodwill are permitted. In every case, Cenveo and its employees are required to maintain accurate and transparent records and internal controls so that the Company can comply with US law on this subject.
Bribery Red Flags
Rumors regarding unethical or suspicious conduct
Excessive Travel and Expense reimbursement requests
Requests for reimbursement of poorly documented expenses
Sales agent, consultant or third party relationships with public sector clients
History of corruption in countries where business is conducted
Incomplete or inaccurate information on required disclosures i.e. refusal to disclose ownership
Requests for payment to a numbered account or third party or consultant
Requests for payments outside of the territory
Close family ties to high ranking government officials or other decision makers
Refusal to certify compliance
Lack of qualifications or resources to perform real work
Lack of transparency in accounting and expense records
Human Trafficking and Slavery in Cenveo’s Supply Lines
Cenveo’s policies, including this Code of Conduct, prohibit Cenveo employees from engaging in or condoning the unlawful use of child, prison, slave, indentured or bonded labor, or using corporal punishment or other forms of mental and physical coercion as a form of discipline. No person shall be employed at an age younger than allowed by law. Cenveo supports the California Transparency in Supply Chains Act of 2010 which requires certain companies doing business in California to take specific steps relating to its internal training and accountability relating to human trafficking and slavery in its supply lines.
Any employee who has personal knowledge of a violation of Cenveo’s policy shall report such knowledge to the Corporate Legal Department or confidentially to www.CenveoReportingHotline.com or call (800) 513-4056 as described in greater detail below. Cenveo, for its part, will work with the offending member of its supply chains to end any violation of this policy that exists.
All employees must be aware of human trafficking/slavery red flags which include:
Employees who can’t speak the local language or lack skills to move about and live in the local community
Heavy security and restrictive access at brothels or other workplaces
Secretive advertisements for services
Indicia of domestic violence
Use of an exclusive interpreter for those who cannot speak the local language
Use of prison labor
No right for a worker to terminate employment, or terminate without a penalty
Confinement to employer-operated residences outside working hours
These are only the more visible trafficking red flags. Consult Cenveo’s website to learn more about the Company’s commitment to end human trafficking and slavery in its supply lines.
Cenveo has secured the services of a third party administrator, Convercent, to ensure confidential reporting. If any employee, vendor or stakeholder becomes aware that Cenveo or any of its employees or directors is engaged in any violations of laws, rules, regulations or this Code of Business Conduct and Ethics or has a question regarding an appropriate course of action, the employee, vendor or stakeholder should contact the Cenveo Reporting Hotline, powered by Convercent. To make a report, logon to www.CenveoReportingHotline.com or call (800) 513-4056. The website or phone line will allow you to record a detailed report specifying your concerns. An employee, vendor or stakeholder may also contact the Cenveo Reporting Hotline if he or she becomes aware of any questionable accounting or auditing practice engaged in by Cenveo or any of its employees. Reports to the Cenveo Reporting Hotline may be anonymous; however, we would prefer you identify yourself to facilitate our investigation of any report. Employees, vendors or stakeholders may also contact the Audit Committee chair via e-mail at firstname.lastname@example.org if warranted by the gravity of the situation. In any case, neither Cenveo nor any of its employees shall take retaliatory action against an employee for making a good faith report. Indeed, any employees, officers or directors who engage in retaliation are subject to discipline, up to and including termination, and in appropriate cases, civil and/or criminal liability.
If you suspect unethical behavior, do the right thing – report it. If you report something because you’re trying to do the right thing, even if you’re mistaken, you’ll be protected from retaliation.
Officers, executive officers, directors and others in sensitive positions shall also carefully review and abide by the Statement of Corporate Policy Regarding Securities Trading and Handling of Nonpublic Information, attached to this Code of Business Conduct and Ethics as Addendum A and incorporated herein by reference.
It is Cenveo’s policy to comply fully and to assist its directors, officers and other employees in complying fully with securities laws applicable to transactions in Cenveo securities. In this regard, Cenveo depends upon the conduct and diligence of the directors, officers, other employees of Cenveo, in both their professional and personal capacities, to ensure full compliance with this policy. Each such person has a personal obligation and responsibility to act in a manner consistent with Cenveo’s policy regarding compliance with the insider trading provisions of the federal securities laws. In light of the foregoing, it is Cenveo’s policy that:
No director, officer or other employee of Cenveo may buy or sell any security issued by Cenveo, or any option or similar right to buy or sell such a security, on the basis of material non-public information regarding Cenveo.
Every director, officer and other employee of Cenveo shall maintain the confidentiality of material non-public information regarding Cenveo that he or she may possess and shall not give advice or make recommendations regarding investments in Cenveo.
No director, officer, or other employee of Cenveo shall permit persons under his or her supervision to act inconsistently with this policy.
No director, officer or other employee, nor any affiliate of any such person, may, on the basis of material non-public information about another company that such person received in the course of performing his or her duties on behalf of Cenveo, trade in the securities of such other company or disclose such information to any other person. No director, officer or other employee, nor any affiliate of any such person, may, on the basis of material non-public information about another company that such person received in the course of performing his or her duties on behalf of Cenveo, trade in the securities of such other company or disclose such information to any other person.
Loans to Directors, Executive Officers and Officers
Directors and executive officers shall not receive any loan or extension of credit in the form of a personal loan from Cenveo or any of its subsidiaries. If any director or executive officer has a personal loan from Cenveo or any of its subsidiaries, such director or executive officer shall promptly repay the loan. This policy shall not apply to loans in existence as of July 30, 2002, provided that such loans shall not be materially modified.
Officers (other than executive officers) shall not receive any loan or extension of credit in the form of a personal loan from Cenveo or any of its subsidiaries without the prior written consent of Cenveo’s Chief Executive Officer.
These policies prohibit, among others, housing loans, signing bonuses with obligations to repay if certain conditions are not met, loans to acquire Cenveo stock, split-dollar life insurance, cashless exercise of stock options and loans for margin calls.
These policies do not prohibit good-faith advances of corporate expenses, such as travel expenses. However, any director, executive officer or officer who receives such an advance must repay it promptly and in any case within 30 days.
Charitable Contributions by Directors, Executive Officers and Officers
No officer shall cause or request Cenveo to make any contribution to any charitable organization for which such officer (or any member of his or her household or immediate family) serves as a director, trustee or in a similar capacity, without the prior written consent of two executive officers. No executive officer shall cause or request Cenveo to make any contribution to any charitable organization for which such executive officer (or any member of his or her household or immediate family) serves as a director, trustee or in a similar capacity, without the prior written consent of the Governance and Nominating Committee of the Board of Directors, provided, however, the CEO of the Company may cause the Company to make contributions in cash or in kind with products and services having a value not in excess of $25,000 annually without approval upon notice to the Chair of the Governance and Nominating Committee. No non-management director shall cause or request Cenveo to make any contribution to any charitable organization for which such executive officer (or any member of his or her household or immediate family) serves as a director, trustee or in a similar capacity, without the prior recorded consent of the Board of Directors, provided, however, each director may, upon notice to the CEO of the Company, cause the Company to make in kind contributions having a value not in excess of $5,000 annually without approval of the Board.
Code of Ethics for CEO and Senior Financial Officers
In addition to the other sections of this Code of Business Conduct and Ethics, Cenveo’s Chief Executive Officer, Chief Financial Officer, Vice President–Treasury and Tax, Vice President–Controller and Vice President–General Auditor, as well as each operating segment’s Chief Executive Officer, Chief Financial Officer and Controller, and such other officers as Cenveo’s Chief Financial Officer shall designate (collectively, “financial professionals”), are subject to the following rules regarding their conduct and ethics:
Financial professionals shall uphold, as applicable, all standards and ethics of institutions that professionally certify their achievements, including the AICPA, NAA, IMA, IIA, and any others that may apply. In addition, all Cenveo financial professionals are to adhere to the following standards of conduct:
Violations of the Code of Ethics for CEO and Senior Financial Officers will result in immediate disciplinary action up to and including immediate discharge from employment the first time they occur. The Code of Conduct for Senior Financial Officers shall be published annually in Cenveo, Inc.’s Annual Report to Shareholders.
Waivers for Executive Officers or Directors
No provision of this Code of Business Conduct and Ethics may be waived for any executive officer or director of Cenveo unless the waiver is granted by Cenveo’s Board of Directors and promptly disclosed to Cenveo’s shareholders as may be required by applicable law, regulation or rules of the Nasdaq.