Meridian Institute Code of Business Conduct and Ethics

CODE OF BUSINESS CONDUCT AND ETHICS FOR MERIDIAN INSTITUTE’S SUBCONSULTANTS, SUBCONTRACTORS, PARTNERS & SUPPLIERS

Meridian Institute (“MI”) expects integrity, honesty and ethical law-abiding behavior by all its subconsultants, subcontractors, partners and suppliers (“SUBs”) when they are dealing with MI, MI’s clients, MI’s other SUBs, or working on MI project-related business. MI requires that its SUBs meet the standards set out in this Code of Business Conduct and Ethics (“Code”).

  1. BUSINESS CONDUCT: SUBs must comply with all applicable statutes, regulations, bylaws, human rights codes and other legal requirements when they are dealing with MI, MI’s clients, MI’s other SUBs, or working on MI project-related business.
  2. BRIBERY: A bribe (or “kickback”) is the offering, giving, receiving or soliciting of an item of value, service or favor to influence others, or any valuable thing given or promised, or any preferment, advantage, privilege, given or promised corruptly or against the law, as an inducement to any person acting in an official capacity to violate or forbear from their duty, or to improperly influence their behavior in the performance of such duty. When performing business with, for or on behalf of MI, SUBs are forbidden, under any circumstances, from paying a bribe to, or receiving a bribe from any third party. SUBs must immediately report any knowledge of any bribery, or attempted bribery or inappropriate transactions to MI.
  3. WORKING WITH OTHERS: SUBs will treat everyone in the workplace with proper dignity and respect the health, safety and fundamental human rights of their employees and others working on MI projects. MI SUBs will adhere to the general principles of respect, fairness, and non-discrimination and agree to maintain a workplace that is harassment and bullying free. Under no circumstances will MI SUBs or their business partners employ underage workers or forced labor.
  4. WORKING WITH SECONDARY SUPPLIERS: MI requires that its SUBs ensure that their own SUBs (secondary suppliers) comply with the standards set out in this Code when they are dealing with MI, MI’s clients, MI’s other SUBs, or working on MI project-related business. SUBs are expected to select and retain their own SUBs fairly and objectively, based on the quality of service or goods, with proper consideration of cost.
  5. INSIDER TRADING: SUBs must not divulge or act on any non-public information that could influence the price or trade of MI’s client securities. SUBs are prohibited from disclosing such information to any other people, including family and friends. SUBs must disclose in writing to MI, if any of their personnel have any substantial direct or indirect financial relationship or ownership of shares of a publicly traded MI client company.
  6. CONFLICTS OF INTEREST: The term “conflict of interest” includes any circumstance that could cast doubt on the Sub’s ability to act with total objectivity in regard to the supply of materials or services to MI. SUBs will prevent or immediately disclose any possible conflict of interest as soon as possible to MI. SUBs will not engage in any activity that might conflict with or impair the Sub’s obligations to MI or MI’s clients, including:

(i)            Personnel of SUBs may not be an owner, director, officer or employee of a business competing with MI.

(ii)           SUBs will not seek or accept gifts, payments, personal loans, services, or offers of employment or future contracts, which might obligate the Sub to a competitor firm of MI, or those trying to do business with MI.

  1. TRADE SECRETS AND CONFIDENTIALITY: SUBs are not to reveal any information that might reasonably be considered a trade secret or proprietary information belonging to MI or to MI’s clients. SUBs will not divulge any MI confidential information regarding MI operations, projects or relationships with any other MI SUBs, partners, competitors, clients or MI employees.
  2. CLASSIFIED INFORMATION: When performing business for or on behalf of MI, SUBs are responsible for obtaining valid security clearances when handling classified information and must ensure such information is handled per legal requirements.
  3. FINANCE & ACCOUNTING: SUBs’ invoices and financial statements, and the books or records on which they are based, must accurately reflect all transactions with MI and MI’s client. SUBs must not create any false, artificial or misleading statements or accounting entries when conducting business with MI or working on a MI project. SUBs’ invoices and financial statements, and the books or records on which they are based, must be prepared in accordance with generally accepted accounting principles. SUBs’ business records must be retained in accordance with all applicable laws and regulations. SUBs must honestly and accurately report time worked on each activity as required and must not deliberately misallocate time charges.
  4. COMMUNICATIONS: SUBs will represent MI and MI’s clients in a completely professional and positive manner. SUBs will not make any public statements (including social media comments) regarding MI, MI’s clients, or the Sub’s business with MI, without written approval from MI.
  5. REMEDY FOR BREACH OF CODE: If a SUB violates any provision of this Code, it may be subject to investigation and disciplinary action, which may include reprimand, contract suspension or termination of contract. MI will also be entitled to pursue further legal action, including claims for damages, against the SUB.
  6. ENVIRONMENTAL MANAGEMENT: SUBs are expected to work actively to prevent environmental harm, minimize environmental impact and provide green solutions. SUBs shall make every effort to limit the environmental impact of your business and have in place effective environmental management systems that are appropriate for the nature and scale of your business.
  7. EQUALITY, DIVERSITY & INCLUSION: MI is committed to promoting equal opportunities to all its employees, customers and supply chain partners and believes it enhances our capability. MI treats all people equally with respect and dignity including those contracting to supply goods or services. MI does not discriminate on the grounds of age, color, disability, ethnicity, gender, marital status, sexual orientation, religion, faith or on any other unjustifiable or illegal grounds. MI expects SUBs appointed for the provision of goods, services or works to demonstrate the same commitment to promoting equal opportunities in how they operate.
  8. HEALTH AND SAFETY: SUBs will comply with all health and safety requirements for its employees.
  9. DIVERSITY: SUBs will support opportunities for access and growth of entities owned and controlled by minorities, women, and disabled persons with an emphasis on measurable results and continuous improvement. SUBs will be expected to report on results specifically pertaining to diversity as required by MI.
  10. SPECIFIC LAWS:

16.1        Political Campaign/Lobbying Activity. SUBs will not use any amounts received under this Agreement to influence the outcome of any election for public office or to carry on any voter registration drive. SUB represents and warrants that SUB is not a party to any agreement, oral or written, permitting any of the amounts received under this Agreement to be directed to or earmarked for lobbying activity or other attempts to influence local, state, federal or foreign legislation. SUB agrees to comply with lobbying, gift and ethics rules applicable to the Services under local, state, federal or foreign law.

16.2        Compliance with Anti-Corruption Laws. SUB represents and warrants that it is in compliance with all applicable anti-corruption laws, and that it has not taken, and will not take, any action that would cause Meridian to violate any anti-corruption law including, but not limited to, the Foreign Corrupt Practices Act of 1977 (FCPA) and local anti-corruption laws in the jurisdictions in which SUBs performs any Services.

a. Without limiting the foregoing, SUB warrants that it and its employees, agents and representatives have not and will not, directly or indirectly, offer, pay, give promise or authorize the payment of any money, gift or anything of value to:

i.   any Government Official (defined as any officer, employee or person acting in an official capacity for any government department, agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official of a political party or candidate for political office), or

ii.  any person while SUB knows or has reason to know that all or a portion of the money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official, for the purpose of:

– influencing an act or decision of the Government Official in his or her official capacity;

– inducing the Government Official to do or omit to do any act in violation of the lawful duty of that official;

– securing an improper advantage; or

– inducing the Government Official to use his influence to affect or influence any act or decision of a government or instrumentality, in order to assist Meridian in obtaining or retaining business.

b.  SUB agrees that should it learn or have reason to know of any payment or transfer (or any offer or promise to pay or transfer) that would violate applicable anti-corruption laws, it will immediately disclose it to Meridian.

16.3        Anti-Terrorism. SUB confirms that it is familiar with the U.S. Executive Orders and laws prohibiting the provision of resources and support to individuals and organizations associated with terrorism and the terrorist-related lists promulgated by the U.S. Government. SUBs will use reasonable efforts to ensure that it does not support or promote terrorist activity or related training, or money laundering.

16.4        Export Compliance. SUBs will comply with all applicable laws and regulations, including U.S. export laws and regulations relating to the import or export of any technical data contemplated under this Agreement, subject to the Export Administration Regulations (EAR, 15 CFR 730-774). SUBs represents and warrants that it will not transfer any technical data directly or indirectly to any individual, company or other entity without first complying with all requirements of the International Traffic in Arms Regulations (ITAR) (22 CFR Parts 120-130) and the EAR, including the requirements for obtaining any export license, if applicable. Furthermore, SUBs will first obtain the written consent of Meridian before submitting any request for authority to export or transfer any technical data. Technical data that is controlled by the ITAR or the EAR will not be released to foreign individuals, companies or other entities, whether within or outside the U.S., by a U.S. person unless the U.S. person obtains, in advance of the transfer or export, the appropriate export license or other approval from the U.S. Government. This requirement for prior U.S. Government authorization applies to the return, to the country of origin, of foreign origin technical data that incorporates any U.S. origin technical know-how, content, improvements or other design modifications.

17.0 Fair Labor Standard Act (FLSA). The Fair Labor Standards Act (FLSA) establishes minimum wage, overtime pay, recordkeeping, and youth employment standards affecting employees in the private sector and in Federal, State, and local governments. https://www.dol.gov/agencies/whd/flsa