Conflicts of Interest
Conflicts of Interest
A conflict of interest can occur when an employee's private interest interferes, or appears to interfere, with the interests of the Company as a whole. You should avoid any private interest that influences your ability to act in the interests of the Company or that makes it difficult to perform your work objectively and effectively.
Potential conflicts of interest my not always be clear-cut. The following situations are examples of conflicts of interest:
No employee should be employed by, serve as a director of, or provide any services to a company that is a material customer, supplier, or competitor of the Company.
No employee should obtain any material (as to him or her) personal benefits or favors because of his or her position with the Company. Please see "Gifts and Entertainment" for additional guidelines in this area.
No employee should have a significant financial interest (ownership or otherwise) in any entity that is a material customer, supplier, or competitor of the Company.
A "significant financial interest" means(i) ownership of greater than 1% of the equity of a material customer, supplier, or competitor or (ii) an investment in a material customer, supplier, or competitor that represents more than 5% of the total assets of the employee.
An entity is a "material customer" if the entity has made payments to the Company in the past year in excess of RMB 1,000,000. An entity is a "material supplier" if the entity has received payments from the Company in the past year in excess of RMB 1,000,000. An entity is a "material competitor" if the entity competes in the Company’s line of business and has annual gross revenues from such line of business in excess of RMB 5,000,000. If you are uncertain whether a particular entity is a material customer, supplier or competitor, please contact the Compliance Officer for assistance.
No employee should obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier, or competitor of the Company. This guideline does not prohibit arms-length transactions with banks, brokerage firms or other financial institutions.
No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably would be expected to conflict with those of the Company.
The actions of family members outside the work place may also give rise to the conflicts of interest described above because they may influence an employee’s objectivity in making decisions on behalf of the Company. "Family members" include your spouse or life-partner, brothers, sisters, parents, in-laws, and children, whether such relationships are by blood or adoption.
Disclosure of Conflicts of Interest
The Company requires that employees disclose any situation that would reasonably be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it to your supervisor or the Compliance Manager. Your supervisor and the Compliance Officer will work with you to determine whether you have a conflict of interest and, if so, how best to address it. A supervisor may not authorize or approve any conflict of interest or make a determination as to whether any matter constitutes a conflict of interest without first providing the Compliance Officer with a written description of the matter and seeking the Compliance Officer’s written approval. If the supervisor himself is involved in a matter involving a potential or actual conflict of interest, the matter must be discussed directly with the Compliance Officer.
Although conflicts of interest are not automatically prohibited, they are not desirable and may only be waived as described in Waivers of the Code.
Corporate Opportunities
No employee may use Company assets, property, information or his or her position with the Company for personal gain (including gain of friends or family members). In addition, no employee may compete with the Company.
All employees have a duty to advance the Company’s interests when the opportunity to do so arises. If you discover or are presented with a business opportunity through the use of corporate property or information or because of your position with the Company, you should first present the opportunity to the Company before pursuing the opportunity in your individual capacity. No employee may use Company assets, property, information or his or her position with the Company for personal gain (including gain of friends or family members). In addition, no employee may compete with the Company.
You are required to disclose to your supervisor the terms and conditions of each business opportunity covered by this Code that you wish to pursue. Your supervisor will contact the Compliance Officer and the appropriate management personnel to determine whether the Company wishes to pursue the business opportunity. If the Company waives its right to pursue the business opportunity, you may pursue the business opportunity on the same terms and conditions as originally proposed and consistent with the other ethical guidelines set out in this Code.
Compliance with Insider Trading Laws
The Company has an insider trading policy, which may be obtained from the Compliance Officer. The following is a summary of some of the general principles relevant to insider trading, and should be read in conjunction with the aforementioned specific policy. Company employees are prohibited from trading in the stock or other securities of the Company while in possession of material, non-public information about the Company. In addition, Company employees are prohibited from recommending,"tipping" or suggesting that anyone else buy or sell stock or other securities of the Company on the basis of material, nonpublic information. Company employees who obtain material non-public information about another company in the course of their employment are prohibited from trading in the stock or securities of the other company while in possession of such information or "tipping" others to trade on the basis of such information. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment.
Information is "non-public" if it has not been made generally available to the public by means of a press release or other means of widespread distribution. Information is “material” if a reasonable investor would consider it important in a decision to buy, hold or sell stock or other securities. As a rule of thumb, any information that would affect the value of stock or other securities should be considered material. Examples of information that is generally considered “material” include:
- financial results or forecasts, or any information that indicates a company’s financial results may exceed or fall short of forecasts or expectations;
- important new products or services;
- pending or contemplated acquisitions or dispositions, including mergers, tender offers or joint venture proposals;
- possible management changes or changes of control;
- pending or contemplated public or private sales of debt or equity securities;
- acquisition or loss of a significant customer or contract;
- significant write-offs;
- initiation or settlement of significant litigation;
- and changes in the Company’s auditors or a notification from its auditors that the Company may no longer rely on the auditor’s report.
The laws against insider trading are specific and complex. Any questions about information you may possess or about any dealings you have had in the Company’s securities should be promptly brought to the attention of the Compliance Officer.
Competition and Fair Dealings
All employees are obligated to deal fairly with their fellow employees and with the Company’s customers, suppliers, and competitors. Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
Relationships with Customers
Our business success depends upon our ability to foster lasting customer relationships. The Company is committed to dealing with customers fairly, honestly and with integrity. Specifically, you should keep the following guidelines in mind when dealing with customers:
- Information we supply to customers should be accurate and complete to the best of our knowledge. Employees should not deliberately misrepresent information to customers.
- Employees should not refuse to sell, service, or maintain products the Company has produced simply because a customer is buying products from another supplier.
- Customer entertainment should not exceed reasonable and customary business practice. Employees should not provide entertainment or other benefits that could be viewed as an inducement to or a reward for customer purchase decisions. Please see "Gifts and Entertainment".
Relationships with Suppliers
The Company deals fairly and honestly with its suppliers. This means that our relationships with suppliers are based on price, quality, service and reputation, among other factors. Employees dealing with suppliers should carefully guard their objectivity. Specifically, no employee should accept or solicit any personal benefit from a supplier or potential supplier that might compromise, or appear to compromise, their objective assessment of the supplier’s products and prices. Please see "Gifts and Entertainment" for guidelines.
Relationships with Competitors
The Company is committed to free and open competition in the marketplace. Employees should avoid actions that would be contrary to laws governing competitive practices in the marketplace, including antitrust laws. Such actions include misappropriation and/or misuse of a competitor’s confidential information or making false statements about the competitor’s business and business practices.
Frequently Asked Questions
This may represent a conflict of interest, Why? whether your job side creates a conflict of interest depends on the type of the company you are working for, the number of hours you spend doing the work, and the resources you are using to do the work. Disclosing any second job, or side job, is your best move so Canadian Solar EMEA MSS is aware, and the potential conflict can be managed, you can disclose such information to your supervisor, HR, Compliance Manager.
Canadian Solar EMEA MSS support certain non-profit organizations as part of the global Social Responsibility Program. There are certain rules that shall be followed in case you want to commit with a new social program or donation: a) In case you have a close relationship with the proposed recipient, you should disclose that relationship to your Supervisor, HR, Compliance b) Any employee shall seek prior approval from Department Head, Country General Manager Manager, Local Legal and Chief Compliance Officer or his nominee before any donation is signed on behalf of the Company.
This is possible but would be considered a charitable contribution, so you should get it approved by Ethics & Compliance so that they understand and can evaluate how Canadian Solar EMEA MSS's resources will be used and leveraged.
This may represent a conflict of interest, Why? whether your job side creates a conflict of interest depends on the type of the company you are working for, the number of hours you spend doing the work, and the resources you are using to do the work. Disclosing any second job, or side job, is your best move so Canadian Solar EMEA MSS is aware, and the potential conflict can be managed, you can disclose such information to your supervisor, HR, Compliance Manager.
Canadian Solar EMEA MSS support certain non-profit organizations as part of the global Social Responsibility Program. There are certain rules that shall be followed in case you want to commit with a new social program or donation: a) In case you have a close relationship with the proposed recipient, you should disclose that relationship to your Supervisor, HR, Compliance b) Any employee shall seek prior approval from Department Head, Country General Manager Manager, Local Legal and Chief Compliance Officer or his nominee before any donation is signed on behalf of the Company.
This is possible but would be considered a charitable contribution, so you should get it approved by Ethics & Compliance so that they understand and can evaluate how Canadian Solar EMEA MSS's resources will be used and leveraged.