Supplier Code of Conduct

We at Diversified Automotive, Inc. strive to be good corporate citizens in our own conduct and by working with suppliers and vendors who share our values and will help promote our principles. Below you will find some of those principles we look to uphold. By applying to work with Diversified, you are agreeing that you and your company share these values and will look to uphold these principles.

OUR GUIDING PRINCIPLES

We recognize the importance of finding and nurturing talented individuals irrespective of one’s immutable or other legally protected characteristics such as race, gender, color, religion, national origin, age, disability, sex, gender identification, sexual orientation, marital status or disability.  We also understand that employees can excel only when discrimination based on any of these characteristics is absent from the workplace and individuals are free from harassment, sexual or otherwise.  Finally, we want to make sure we provide our employees with a safe working environment.  We believe the following policies accomplish these objectives.

Equal Employment Opportunity

Equal Employment Opportunity has been, and will continue to be, a fundamental principle of the Company, where employment is based upon personal capabilities and qualifications without discrimination because of race, gender, color, religion, national origin, age, disability, sex, gender identification, sexual orientation, marital status or disability, or any other characteristic protected by applicable law.  This policy of Equal Employment Opportunity applies to all policies and procedures relating to recruitment and hiring, compensation, benefits, termination and all other terms and conditions of employment.  Questions or concerns should be referred to your supervisor, an officer of the company, Human Resources or the legal department.

Labor Policy

We are committed to basic human rights as a core component of how we conduct business and work with our employees.  We strive to provide high-level services in a way that aims to provide social, environmental, and economic benefits to the people and communities in which we do business.

It is the Company’s policy to comply with all applicable federal, state and local labor laws (“Applicable Laws”) including, without limitation, those relating to collective bargaining, forced labor, human trafficking, child labor and employment discrimination.  No company policy is meant to interfere with employees’ rights under the National Labor Relations Act (e.g., involving union organizing and negotiations or otherwise acting collectively) or under other laws that encourage the reporting of improper activities to the authorities through appropriate channels.

Suspected violations of any Applicable Laws by any employee or supplier of the Company should be reported immediately to your supervisor or another officer of the Company.

Freedom From Harassment

We believe that all of our employees should work in an environment free from harassment, be it based on race, gender, color, religion, national origin, age, disability, sex, gender identification, sexual orientation, marital status or disability.  This applies to harassment of you by a co-worker or any harassment by you of a co-worker or even someone with whom you interact during the course of your work – including, without limitation, customers, clients, visitors, and other service providers.

While it is not easy to define precisely what types of conduct could constitute harassment, examples of prohibited behavior include unwelcome sexual advances, requests for sexual favors, displaying sexually graphic images (in your workspace or otherwise), sending sexually explicit e-mail or voice-mail, obscene gestures, improper joking and teasing and other verbal or physical conduct (even crowding one’s personal space), and any one of these may create an unprofessional or hostile work environment.

If you feel or believe that you have been subjected to harassment or any unprofessional or hostile conduct, or if you become aware of possible harassment or any unprofessional or hostile conduct, you should immediately report it your supervisor, an officer of the Company, Human Resources or the legal department.  Every report of perceived harassment will be fully investigated and dealt with appropriately.  No one will be retaliated against for making any good faith report under this policy and the anonymity of anyone making such a report will be protected to the extent possible.

The above policy is very general and the Company has issued a broader harassment policy; the general principals above do not replace the broader harassment policy that is in place and with which you are required to comply.

Our Other Corporate Citizenship Standards

Human Rights

Diversified is committed to the protection and advancement of human rights wherever we operate.  We commit to conduct our business in an ethical and responsible manner that supports and respects the protection of human rights.  We work to identify and do business with partners who aspire to conduct their business in a similar manner.  Compliance with this commitment and applicable laws is the responsibility of every employee and contractor acting on our behalf.

Child and Forced Labor; Modern Slavery and Human Trafficking

Diversified will not tolerate the use of child or forced labor, slavery or human trafficking in any of our operations or facilities.  We will not tolerate the exploitation of children, or the trafficking, physical punishment, abuse, or involuntary servitude of any worker. We expect our suppliers and contractors with whom we do business to uphold the same standards.

Compensation and Working Hours

Diversified will pay wages that meet or exceed legally required wages.  We will comply with applicable local, state and federal laws regarding working hours.

Employees and Ethical Recruiting

Diversified treats our employees and all our partners with professionalism, dignity and respect and we expect the same of our employees, contractors and business partners.  This includes non-discrimination, freedom of association and the right to engage in collective bargaining, in accordance with local laws.  Recruiting at Diversified focuses on careful, considered selection and placement of candidates for employment.  We pride ourselves on maintain a hiring process that allows positions to be filled with the best candidates available (regardless of candidates’ age, race, sex, sexual orientation, religion or country of origin) in an ethical and timely manner and does not leave candidates in an endless process.

Safety

Diversified believes that most injuries and occupational illnesses, as well as safety and environmental incidents are preventable.  We promote and advocate for both on-the-job and off-the-job safety for our employees.

Suppliers and Contractors

Diversified works to establish, maintain and improve our procedures for evaluating, hiring and selecting suppliers and contractors who share in and will help uphold Diversified’s core values.

Diversity, Equity and Inclusion; Rights of Women, Minorities and Indigenous Peoples

Diversified is committed to fostering, cultivating and preserving a culture of diversity, equity and inclusion.  Individual differences, life experiences, self-expression, unique capabilities and talent that our employees have represents a significant part of our company’s culture.  We embrace and encourage our employees’ differences in age, color, disability, ethnicity, family or marital status, gender identity or expression, language, national origin, physical and mental ability, political affiliation, race, religion, sexual orientation, socio-economic status, veteran status, and other characteristics that make our employees unique.  Through this approach, we hope to encourage and enforce:

• Respectful communication and cooperation between and among all employees;
• Teamwork and employee participation, permitting the representation of all groups and employee perspectives;
• Employer and employee contributions to the communities we serve to promote a greater understanding and respect for the diversity.

Our employees have a responsibility to treat others with dignity and respect at all times. All employees are expected to exhibit conduct that reflects inclusion during work, at work functions on or off the work site, and at all other company-sponsored and participative events.  All employees are also required to attend and complete annual HR training to enhance their knowledge to fulfill this responsibility.  Any employee found to have exhibited any inappropriate conduct or behavior against others may be subject to disciplinary action.

Rights of all women, minorities and indigenous peoples working for or with Diversified are recognized and protected by Diversified.

Employees who believe they have been subjected to any kind of discrimination that conflicts with the company’s diversity policy and initiatives should seek assistance from a supervisor or an HR representative.

Forced Eviction; Land, Forest and Water Rights; Biodiversity, Land Use and Deforestation

Diversified does not willingly participate in the forced eviction of tenured communities from their lands.  Furthermore, in developing any land it occupies, Diversified recognizes and complies with existing laws aimed at (i) respecting and protecting local and national food security and environmental health, (ii) promoting biodiversity and avoiding unwarranted deforestation.

Use of Private and Public Security Forces

Diversified fully expects that any private security contracted by Diversified or by any public security forces assisting Diversified in the security and operation of its facilities and property will comply with all laws applicable to and aimed at protecting the civil rights of those being monitored or policed by such security personnel.  Any violations of this expectation should be reported to management.

Decarbonization

At Diversified we recognize the negative impact of carbon emissions on the world and supports local, state and national efforts toward “decarbonization”, meaning the goal of ending dependence on oil and gas as power sources and reducing carbon dioxide (or CO2) emissions generally.  We believe early action is necessary to avoid long-term negative consequences.  Diversified actively supports wind power efforts at its facilities in Charlestown and actively looks for ways to reduce our carbon footprint.

Reduction of Greenhouse Gas Emissions

Diversified proudly participates in the Environmental Protection Agency’s SmartWay Program.  This program helps companies advance supply chain sustainability by measuring, benchmarking, and improving freight transportation efficiency.  Diversified also complies with all applicable laws and regulations regarding greenhouse gas emissions and supports additional regulations that are predictable, technology neutral, allow us to provide safe and affordable services to our customers and are integrated in an economy-wide, comprehensive energy and industrial policy.  We encourage all employees to help us in these efforts.  Reduce idling and drive efficiently where possible.

As a proud member of the Environmental Protection Agency’s SmartWay program, Diversified Automotive has set an annual GHG reduction target of 2.5% each year with a 10 year target of 25%.

Reuse and Recycling

Many local laws require decarbonization efforts such as mandatory recycling.  At all Diversified facilities you will see opportunities to appropriately dispose of items into recycling bins; please use them when appropriate.

Animal Welfare

While Diversified is not directly involved in raising or processing any animal products, we are committed to protecting the welfare of animals that we come into contact with during the course of our business.  Diversified is committed to responsible business practices regarding animals, including the humane treatment of animals throughout their lifecycles.  Diversified is also proud to support its business affiliates’ efforts (including those of Subaru, the ASPCA’s largest corporate donor).

Soil and Water Quality

In connection with its overall respect for the environment, Diversified supports efforts to develop ways to conduct business, including automotive transportation, in a manner that considers pollution generation and possible ways to reduce soil and water contamination, helping to preserve these important natural resources for generations to come.

Noise Emission

Diversified recognizes the negative impact of noise on the environment and our neighbors.  We have implemented policies at various locations to help reduce noise emission in the regular performance of our business obligations.  Diversified employees are required to comply with all such policies.

Financial Responsibility/Accurate Records

The financial reports and other information that Diversified maintains internally and the financial information it provides to others must be accurate and complete.  Our records provide valuable information for the business and evidence of our actions, decisions and obligations.  Failing to record transactions accurately, creating false or misleading information, or influencing others to do such things, could constitute fraud and result in fines or penalties for employees or the Company.

To help maintain accurate records and communicate information accurately, at a minimum, employees must:

• Record all transactions accurately, completely and promptly;
• Notify your supervisor or the finance department of any potential fraud or other misrepresentation of accounting or financial information;
• When instructed by your supervisor or the legal department, retain and preserve requested records in connection with any investigation or lawsuit;
• Cooperate fully, openly and honestly with internal/external auditors, tax authorities and other regulators;
• Follow all other applicable laws, policies and procedures relating to your specific job responsibilities.

Fair Competition and Anti-Trust

Diversified expects that employees conduct business activities on behalf of Diversified in a manner that supports fair and open competition, with honest and transparent business practices that comply with competition and anti-trust laws.  Professional, honest and straightforward business practices protect Diversified’s reputation and ensure Diversified and its employees do not violate competition laws, which have severe penalties.  Employees must not take or appear to take any action that could unfairly exclude or reduce competition in any market.  Employees must not misrepresent, manipulate, conceal, misuse confidential information, and must not engage in disparaging discourse against competitors, or unfair practices with shareholders, clients, business partners, competitors and other employees. Employees must only obtain information about competitors, their products, services, technologies, pricing, marketing campaigns, etc. only through legal and ethical means.  Prohibited activities include, but are not limited to, price fixing agreements, illegal boycotting of suppliers or clients and bid rigging.  Any questions regarding this policy should be directed to the legal department.

Prohibited Procurement of Counterfeit Parts/Goods

Diversified recognizes that counterfeiting of parts and goods used in our business is a serious problem negatively impacting both the worldwide economy and the safe operation and performance of products.  Diversified looks to avoid the purchase of counterfeit, suspect or unapproved products in all cases and expects all employees to assist with this effort.

Export Controls and Economic Sanctions

Federal export control and economic sanctions regulations exist to protect national security, foreign policy, and domestic economic interests.  Any export of goods or services by Diversified outside of the United States must be cleared in advance by Diversified’s legal department.

Economic and trade sanctions programs prohibit transactions with certain countries, institutions, and individuals in order to accomplish foreign policy and national security goals.  Prohibited transactions are trade or financial transactions, and other dealings such as providing services, in which Diversified employees may not engage unless authorized or exempted by statute.  Any contract entered into by Diversified must be approved in advance by the legal department to avoid entering any such prohibited transactions.

Anti-Corruption and Anti-Money-laundering

Corruption is the misuse of public power for private profit, or the misuse of entrusted power for private gain.  Bribery is offering payment of cash, gifts, or even excessive entertainment, or an inducement of any kind offered or given to a person in a position of trust to influence that person’s views or conduct or to obtain an improper advantage. Bribery and corruption can take many forms, including the provision or acceptance of cash payments, kickbacks in exchange for giving business, exchange of gifts, travel benefits, hospitability, and entertainment.  In your business capacity, you may not give to or receive anything from any outside party (other than gifts of a nominal value; e.g. a logoed pen or notebook) without the prior written consent of your manager. See also, “Ethical Conduct” on page 14.

Money laundering is the concealment of the origins of illegally obtained money, typically by means of transfers involving foreign banks or legitimate businesses.   Diversified will conduct business only with reputable customers, involved in legitimate business activities with funds derived from legitimate sources.  Diversified will neither engage in nor tolerate any arrangement which facilitates or appears to be used to facilitate any acquisition, retention, use or control of any money payments intended to disguise the proceeds of crime.