Code of Conduct
|Code of Conduct|
CODE OF BUSINESS CONDUCT
DRIVING INTEGRITY WORLDWIDE
If you have any questions about any of the Allison policies or the content of this Allison Code of Business Conduct document, contact the Human Resources or Legal departments.
Who Must Follow the Allison Code of Business Conduct?
In rare circumstances, a waiver to a particular requirement may be granted by the Board of Directors and will be promptly disclosed as required by law or regulation. Waivers must be requested and granted in writing. Each salaried employee, director and officer shall review and acknowledge their understanding on an annual basis.
In their entirety, these guidelines are designed to provide direction in applying the principles of the Allison Values in our day-to-day interactions. They are not intended to address every specific situation encountered. In some cases, you will be referred to another document or location for more specific guidance on a particular subject or policy. If you need assistance in addressing circumstances not covered in this booklet, please consult the supplemental resources summarized at the end of this
Personal integrity begins with each of us at Allison Transmission by the decisions and judgments we make as individuals every day. What a person does when no one is watching exemplifies the spirit of personal integrity. Whether our actions are associated with our professional careers or our activities outside of work, our personal behavior, judgment and the decisions we make as individuals define our personal reputations.
Understanding the Rules
Because laws are complex and changing, good intentions are not always enough to ensure compliance. Everyone whose work is directly affected by particular laws must understand the legal rules well enough to spot problems and know when to get advice. Contact the Allison Legal department with any questions about obligations that may affect your role.
Acting With Integrity When the Rules Seem Unclear
Not all situations are clear cut, so good judgment is essential. Be alert to warning signs. If a questionable proposal is defended as “doing whatever it takes” or because “our competition does it” or “no one will ever know” or “we’ve done it this way before,” chances are it needs to be reconsidered.
When in doubt about the right choice, ask yourself:
Fair Treatment and Respect
Allison Transmission hires, promotes, trains and pays based on merit, experience or other work-related criteria. Allison values the wide range of backgrounds of our employees. Allison views our diversity as a strength and strives to create work environments that accept and tolerate differences while promoting productivity and teamwork. Each of us is responsible for creating and maintaining a productive work environment where the dignity of all employees is respected.
Equal Employment Opportunity
Allison is committed to equal employment opportunity and extends employment opportunities to all qualified applicants. Allison strives to maintain workplace environments free of discrimination, hostility and physical or verbal harassment with respect to age, race, color, sex, religion, national origin, disability, sexual orientation, gender identity/expression or being a disabled veteran, a veteran of the Vietnam Era or other covered veterans.
Allison employees are entitled to a work environment free from conduct that even appears disrespectful. Certain jokes, cartoons, pictures, language, gestures and touching may offend people and may result in a hostile work environment, which Allison does not tolerate.
Health and Safety
Allison’s overriding priority is to protect the health and safety of each employee. We all have a stake in a healthy, injury-free work environment that protects the health and safety of each employee. We should not compromise any person’s well-being in anything we do.
This means following procedures for reducing accident risks and it means using equipment safely. It means following safe workplace practices no exceptions, no shortcuts. It means promptly voicing safety concerns to direct leadership so we can correct situations that may endanger employees. Don’t assume that a safety hazard has been reported - take responsibility for reporting it yourself.
Allison encourages employees to continue safe practices outside of the office, such as following safe driving practices: wearing your seatbelt, avoiding distractions (cell phones and texting), not driving while impaired and obeying traffic laws and speed limits.
For more information on Allison Health and Safety policies, please visit the Global Health and Safety website.
Conflicts of Interest
Allison Transmission employees have a responsibility to act solely in the best interests of the company. Avoid any activity, investment or interest that might hurt or reflect badly on Allison. The appearance of a conflict can be just as damaging as an actual conflict of interest. Conflicts of interest are prohibited as a matter of Allison policy, except as approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your direct leadership.
Examples of potential conflicts of interest include:
Employees, directors and officers are prohibited from taking opportunities that are discovered through the use of corporate property, information or position for themselves without the consent of the board of directors. No employee, director, or officer may use corporate property, information or position for personal gain and no employee, director, or officer may compete with Allison directly or indirectly. Employees and officers owe a duty to Allison to advance Allison’s interests when the opportunity to do so arises.
Interest in Personal Relationships
If your duties require you to have contact with an organization that employs a relative, former colleague or someone with whom you have a significant personal relationship, including a romantic or sexual relationship, you should take precautions to avoid a potential conflict of interest or even the appearance of preferential treatment.
The organization should receive no advantage or disadvantage because of a personal relationship. When presented with such situations, consult with your direct leadership and, if necessary, step down from acting on behalf of Allison.
Hiring and promotions must not be influenced by a candidate’s relationship to any employee, including family, personal, romantic or sexual relationships. If people with such ties are hired or assigned, steps should be taken to avoid any reporting relationship, either direct or indirect, between them. On rare occasions, leadership senior to both of the affected employees may permit a reporting relationship between employees with such ties. Such cases should be reviewed with Allison’s General Counsel and Human Resource representatives to ensure no conflict of interest exists in this regard.
Allison Conflict of Interest Questionnaire
Use the Allison Conflict of Interest Questionnaire to disclose any relationships and any other actual or potential conflict of interest. Disclosure lets leaders decide whether an actual conflict exists and how to address it if one does exist.
Allison employees have an ongoing obligation to supplement their Allison Conflict of Interest Questionnaire to ensure that they disclose any change in circumstance covered by the questionnaire. In the event such a change occurs, employees should promptly update their conflict of interest disclosure within 30 days.
Interests in Other Businesses
Use the Allison Conflict of Interest Questionnaire to disclose certain financial stakes, called a “Material Interest,” in a supplier, customer, competitor, etc. For a detailed definition of the type of financial stake that must be disclosed, please refer to the Conflict of Interest Policy.
Charitable Activities and Public Service
Allison Transmission applauds service to charities, schools, professional organizations and governmental bodies or advisory groups. Only rarely do conflicts arise from such service. Take the precaution of identifying the organization(s) on your Allison Conflict of Interest Questionnaire. When soliciting donations for an outside organization, avoid any impression of pressure by Allison. Donations must be purely voluntary. And do not use Allison letterhead on any solicitation unless Allison supports the fundraising as a corporate activity.
Former Allison Employee Now Supplier Relationships
Allison selects suppliers impartially on the basis of quality, service, technology and price. Allison policy is that former executive and classified employees (retirees or those separated for any reason) who occupied positions prior to termination in which they could influence purchasing decisions should not be received as a representative of a supplier by Allison for a period of two years following their separation. Any exceptions or deviations must be approved and documented by the Legal department and the functional area in which the employee worked prior to separation.
Outside employment can create conflicts of interest or reduce productivity. Avoid outside business activities that divert time and attention from Allison business. And if any outside activity involves compensation, disclose it to your direct leadership and on the Allison Conflict of Interest Questionnaire.
Allison discourages employees from joining boards of outside for-profit companies. Employees may serve on such a board only with prior approval. Never accept any employment by a supplier, customer, dealer or competitor of Allison. When an employee’s spouse or partner works for an Allison supplier, customer or competitor, both individuals need to take care to comply with the responsibility each owes to his or her employer.
Use and Protection of Allison Transmission Assets
Employees and Allison Representatives have an obligation to use and protect Allison’s assets in a way that safeguards their value and promotes Allison’s business interests. Such assets include financial assets, tangible assets, such as plants, inventory and supplies, information technology related assets, such as computers and software and intangible assets, such as patents and other intellectual property, proprietary information and data. Allison assets should be used for Allison business and in accordance with applicable Allison policies. Furthermore, employees and Allison Representatives have an obligation to use intellectual property and proprietary information belonging to our customers, suppliers and other third parties in accordance with applicable law and any agreements Allison has with such third parties. Each employee and Allison Representative has an obligation to protect information we may receive, acquire, develop or record in performing our jobs. This is not optional – it is absolutely critical that we diligently protect company information.
Accurate Information, Records and Communications
Intentionally creating or inserting false or misleading information in any Allison financial or other business record is strictly prohibited. Inaccurate information may lead to bad decisions by Allison. Allison’s customers, suppliers, investors, business partners, communities and government officials rely on us for accurate information.
Allison’s books, records, cost accounts and financial statements must properly document all assets and liabilities and must accurately reflect all transactions. All records must be retained in accordance with Allison policy and applicable laws and regulations. Each employee is responsible for ensuring that Allison’s business records are accurate, properly recorded and maintained.
Whenever an inaccuracy finds its way into a record, it should be corrected and, where appropriate, the reasons for the correction should be communicated and noted. This is also important in engineering records. An inaccurate record is an “open loop.” We need to “close the loop” by clarifying and supplementing the “open loop” record with the accurate data or judgment.
We must also ensure that Allison business records are available to meet the company’s business needs, including legal and tax requirements. That’s why we must comply with Allison Information LifeCycle Management (ILM) policies in creating, managing and disposing of all Allison records. Be alert to and observe litigation holds. These are instructions from the Legal department requiring that certain records sometimes be retained beyond normal retention periods, for legal or compliance reasons. Failure to comply with litigation holds can result in serious harm to Allison, its employees and shareholders. It is unlawful to destroy, conceal, alter or falsify any Allison business or other record, document or object that is subject to a litigation hold or for the purpose of obstructing or influencing any lawsuit or other legal or governmental proceeding or investigation.
“Whenever an inaccuracy finds its way into a record, it should be corrected and, where appropriate, the reasons for the correction should be communicated and noted.”
Use Good Judgment About What You Share And How You Share It
Be honest, truthful and appropriate in everything you do. You are personally responsible for your words and actions, both online and offline. Your posts can potentially tarnish the image, damage the reputation or infringe on the rights of someone else (including Allison Transmission and its employees). Even comments about a local topic can spread around the globe in an instant.
Employees may use Allison owned vehicles only as authorized by management. Employees must operate Allison owned vehicles lawfully and must comply with Allison policies applicable to company vehicles in the location where the vehicle is operated.
Internet/Email and Voice Mail
As a rule, use the Internet only for work assignments. Nominal personal use is permitted if it does not interfere with work or productivity and does not conflict with directions from your direct leadership or with Allison’s Acceptable Use Practices. If in doubt, ask your direct leadership.
All messages transmitted on Allison’s email and voice mail systems and activity on Allison’s computer systems become records of Allison. No employee should expect that they will be treated as personal or private messages. Allison can and sometimes does, access or monitor its email, internet, voice mail and other computer systems for legitimate business reasons. Allison may delete any email or voice mail messages or disclose them to others, without advance notice, unless applicable law provides differently.
Be Clear That The Views You Are Expressing Are Your Own
Only persons who have been authorized can speak on behalf of Allison in an official capacity. Transparency is important in social media. Posting anonymously online should be avoided. Make sure that, even when you have identified yourself as working for Allison (including on your social media profiles like Twitter, LinkedIn or Facebook), you are clear that your views and opinions are your own and not those of Allison. If you think an “official” Allison response may be required, contact the Allison Corporate Affair and Communications department.
Be Aware That Online Communications Travel Fast, Remain Forever And Are Usually NOT “Private”
There are no secrets on the Internet. Information you may think you have protected as “private” on some social media sites may be accessed by others. Make sure you will have no regrets about what you said or did online if a reporter, a relative or your manager were to view it.
If you are still unclear what actions are considered to be a violation of Allison policy, please ask.
Whether you are using email, voice mail or social media channels, never make any illegal, unethical, unauthorized or disruptive use of Allison information systems or equipment. This includes accessing, transmitting or storing inappropriate material (e.g., pornography, depicted nudity, lewd or violent materials, chain letters, sexually oriented jokes or cartoons or other offensive/demeaning material related to age, race, color, sex, religion, national origin, disability or sexual orientation). Violations will subject you to disciplinary action up to and including termination.
If you get an inappropriate message or are confronted with instances of unethical business practices or behavior, report it to your direct leadership or contact the Allison Care Line.
“Be honest, truthful and appropriate in everything you do. You are personally responsible for your words and actions, both online and offline.”
Communicating with the Media
The Allison Transmission Corporate Affairs and Communications staff is responsible for all communications with the press or the media related to Allison business by Allison and by all Allison employees, globally. The rule to follow here is simple. Unless approved by an appropriate member of Allison, you are not authorized to speak with any representative of the press or media regarding Allison business. If a media representative contacts you, do not answer any questions or make any statements. You should direct them to the Allison Corporate Affairs and Communications department and immediately notify your direct leadership. Failure to follow this simple rule can result in disciplinary action up to and including termination. Please consult Allison’s Regulation Fair Disclosure Policy for further information.
Protecting Allison Information
Each employee and Allison Representative has an obligation to protect information we may receive, acquire, develop or record in performing our jobs. This is not optional – it is absolutely critical that we diligently protect company information.
What does this mean?
Information may include product plans, vehicle designs, strategy documents, communications to and from Allison management and the Board of Directors, prospective business opportunities, pricing information, financial or technical data or a planned meeting between an Allison leader and an outside party.
All Allison information belongs to Allison, not to Allison employees, regardless of the nature, medium or form of the information.
Your ongoing obligation to protect Allison information continues even if you leave Allison. You must return all information in your possession or control if you leave and if requested, sign a statement confirming your compliance with respect to the information. Also, do not bring any confidential information from a previous employer to Allison, unless there is an agreement otherwise executed by your previous employer and Allison. The company will take whatever steps are necessary to ensure Allison information is protected.
Litigation and Investigations
Litigation is a fact of life. Requests for documents in various forms (paper, email, etc.) related to litigation and other legal proceedings normally flow through channels set up for that purpose, but there may be times when other employees receive them. Consult immediately with the Legal department if, as a representative of Allison Transmission, you receive any summons, subpoena, inquiry or other communication from a court, marshal, sheriff, government agency or from any lawyer. Before submitting to an interview, answering any questions, producing any documents or even responding to any questions about litigation or an investigation, consult with the Legal department. This applies to matters in which Allison is involved directly, like an investigation or a lawsuit involving an Allison product or an Allison facility. It also applies to matters in which Allison is involved indirectly, including investigations of suppliers, dealers or competitors.
Allison Transmission is committed to competing within the law. This section discusses the laws that protect or regulate the competitive process. These laws can be complicated and they vary from country to country. So, when in doubt, consult the Legal department.
Gifts, Entertainment and Gratuities
Gifts, gratuities and entertainment are courtesies often designed to build relationships. In a business setting, however, ethical problems can arise when these items compromise or appear to compromise our ability to make impartial, objective and fair business decisions. The Allison Global Third Party Gifts and Entertainment Policy and the applicable reporting procedures are intended to guide our judgment when confronted with opportunities to accept or give certain gifts, gratuities or entertainment from or to suppliers, dealers, customers or other third parties. For more information please see the Allison Global Third Party Gifts and Entertainment Policy and the applicable reporting procedures.
Relations With Competitors
One rule is crystal-clear: Never agree with a competitor on any element of price (including, for example, discounts, rebates or incentives) or on what products to develop or to whom we sell. And “agree” doesn’t necessarily mean having a written contract. Courts sometimes find an illegal agreement based on a conversation, even if the conversation occurred on a golf course or another semi-private location.
“Allison is committed to competing within the law.”
Relations With Dealers, Distributors and Resellers
It is against Allison policy and illegal in most countries, to force any dealer, distributor or retailer to sell at a particular price. We can set a suggested retail price, but each dealer must remain free to set the sale price with customers. Consult the Legal department if you have questions about a non-price restriction.
U.S. antitrust laws apply to activity that hurts the competitive process in the U.S. so actions by Allison subsidiaries around the world could be challenged by U.S. authorities. Most countries around the world also have their own competition laws.
In the course of our work, we may acquire important information about Allison Transmission or other companies, which has not yet become publicly available. Never trade in Allison securities or those of any other company while in possession of material, nonpublic information. Material information is any information that an investor would reasonably consider important in making investment decisions. Examples include knowledge of acquisitions or divestitures, new product launches, financial information, production schedules or management changes. These situations are fact and circumstances specific so consult with the Legal department.
If you learn something that could reasonably be expected to affect the price of Allison stock (or the stock of another company), do not buy or sell the stock – or disclose the information to others – until the information has been released to the public. Anytime you trade in Allison stock you must make sure the trading window is open.
For any questions on Allison’s Insider Trading Policy, contact the Legal department.
Conflicts with Laws
Allison Transmission conducts business in more than 100 countries around the globe and our employees are citizens of many different countries. As a result, our business is subject to the laws of many different countries, provinces, states and municipalities and organizations such as the European Union.
An important challenge for all of us is to understand these laws and how they may apply to our business. Allison is a corporation organized under the laws of the U.S. These U.S. laws regularly extend to the business activities of Allison and its affiliates throughout the world, as well as to the business activities of Allison employees and Allison Representatives globally. Other countries may also apply their laws and regulations outside of their nation’s borders to their own residents and to organizations that are organized under their laws, such as Allison subsidiaries or other controlled entities.
The references in Allison policies to the laws of the U.S. and the other locations where we do business reflect the reality that a global company is regulated by several different laws at the same time. In some instances, there may be a conflict between the applicable laws of two or more countries. If you encounter such a conflict, it is especially important to consult the Allison Legal department to understand how to resolve the situation properly.
Improper Gifts and Payments
An improper gift or payment to gain advantage in any situation is unacceptable and exposes you and Allison to possible criminal and civil prosecution. Allison policy expressly prohibits improper payments in all business dealings, in every country worldwide, with both governments and the private sector, even if it may be seen as “customary in some countries.”
Improper gifts and payments should not be confused with reasonable and limited expenditures for gifts, business entertainment and customer travel directly related to the promotion of products or services or the execution of a contract. These payments are acceptable, subject to specific Allison corporate and business guidelines.
The Allison Global Anticorruption Compliance Policy applies to all employees, Allison Representatives and its controlled affiliates, whether in the U.S. or outside the U.S.
For additional information about requirements in this area, please contact the Legal department. If you believe that you may have provided an improper gift to a government official, it is important that you contact the Legal department immediately.
Several U.S. laws and regulations govern how we conduct certain transactions with foreign countries and specific parties. These laws apply not only to U.S. operations, but also to U.S. persons, wherever they are located, and products manufactured around the world using U.S.-origin parts or technology. Other countries have similar laws.
“‘Export’ means not only shipping an item outside the country, but also sharing data with a foreign person inside the country.”
The law requires an export license before certain categories of products or data can be exported or re-exported. “Export” means not only shipping an item outside the country, but also sharing data with a foreign person inside the country. Examples of products requiring export licenses are numerically controlled machines, night vision equipment, computers, military products, software and related technical data.
If you have knowledge or even suspicion that a transaction may involve a violation of export regulations, immediately report it to the Allison Transmission Office of Export Compliance or your business unit Export Compliance Officer. Be alert to a “red flag” indicating that a transaction may not be what it seems. For example, the product’s characteristics may not fit the buyer’s business or the buyer may be reluctant to offer information about the product’s intended end use. When in doubt, don’t enter into the transaction.
Foreign Asset Controls
Foreign asset controls are economic sanctions or embargoes the U.S. places on certain countries or groups to motivate them to change certain practices. These controls apply to U.S. citizens, residents, companies and sometimes to international subsidiaries of U.S. companies. The rules vary, but they tend to be broad.
Employees must get guidance from the Allison Office of Export Compliance before dealing with a sanctioned country or entity. Currently, the U.S. has imposed broad based sanctions against Cuba, Iran, North Korea, Sudan and Syria. A complete list of sanctioned countries and entities can be found at the Allison Office of Export Compliance website under Embargoed Countries.
U.S. anti-boycott laws and regulations prohibit participating in foreign boycotts that are unsanctioned by the U.S. These regulations apply to U.S. companies, their domestic and foreign controlled subsidiaries and U.S. persons. Prohibited acts include refusing to do business with a country or with a company in a country, or requiring anyone else to refuse to do business at the request of a boycotting country or business. They also prohibit supplying information about the religion, sex or nationality of an employee or supplier, as well as doing anything that would support an unsanctioned boycott of a country friendly to the U.S.
If you receive any request to take any of these actions, contact the Allison Office of Export Compliance immediately.
Allison Transmission Environmental Principles
As a responsible corporate citizen, Allison is committed to protecting human health, natural resources and the global environment. First and foremost, Allison operating units are responsible for understanding and complying with applicable environmental laws, regulations and Allison policies and standards. This commitment reaches further than compliance with the law to encompass the integration of sound environmental practices into our business decisions.
The following Allison Environmental Principles provide guidance to Allison personnel worldwide:
Compliance With the Law
For more information about Allison policies relating to environmental matters, see the Allison intranet.
We strive to act with personal and institutional integrity in the workplace, the marketplace and the communities where we live. We must all understand and apply our values and policies to ensure that we compete fairly and maintain our status as a global symbol of excellence. “Driving Integrity Worldwide” poses a challenge to each of us. It requires strength of character to act when the easier course would be to ignore the problem.
We can all fulfill our responsibilities by:
Employees who violate this policy are subject to disciplinary action that, in the judgment of management, is appropriate to the nature of the violation, which may include termination of employment. Employees may also be subject to civil and criminal penalties if the law has been violated.
At the same time, it is important that everyone feel confident they can speak up and report a concern or violation of the Allison Code of Business Conduct without fear of retaliation and that the concerns or violations will be fully investigated in a timely manner.
Allison has established the Allison Whistleblower Policy safeguarding employees from retaliations for reporting suspected concerns or violations of the Allison Code of Business Conduct. Allison has also established several ways for reporting concerns, including anonymous reporting via the Allison Care Line where allowed by law.
“We strive to act with personal and institutional integrity in the workplace, the marketplace and the communities where we live.”
Corporate Policies are located on Process Central
ALLISON CARE LINE
Anonymous reports can be made via email to email@example.com, through the internet to http://aticare.safe2say.info/ or for calls originating in the U.S. or Canada 1-866-296-8176; for calls originating from foreign countries please check below.