This Code of Business Conduct and Ethics (the “Code”) applies to all directors, officers and employees (“Employees”) of Rudolph Technologies, Inc. (“Rudolph”). The Code covers a wide range of business practices and procedures. While it does not cover every issue that may arise, it does set out basic principles to guide everyone at Rudolph because we recognize that our Company’s continued success depends upon our commitment to conduct business with honestly, integrity and in compliance with the law everywhere we operate. As a result, all of us are encouraged to use the Code as a standard and a tool, along with other Rudolph policies, and one’s own best judgment.
As Rudolph Employees, we are each expected to comply with both the letter and the spirit of this Code. This means we must understand and comply with all of our policies, laws and regulations that apply to our respective jobs, even if we feel pressured to do otherwise, and seek to avoid even the appearance of behavior which is inconsistent with the Code. Our Code also requires us to seek guidance if we have questions or concerns and to cooperate fully in any investigation of suspected violations of the Code that may arise in the course of our employment. Periodically, we may be asked to provide a written certification that we have reviewed and understand the Code, comply with its standards, and are not personally aware of any violations of the Code by others. This certification is a pledge to live up to our Code and its expectations and to promptly raise concerns about any situation that you think may violate our Code. Rudolph is committed to compliance with our Code. Anyone who violates our Code put themselves, fellow Employees, and our Company at risk and are subject to disciplinary action up to and including termination of employment.
If a policy in this Code conflicts with the law, we must comply with the law. However, if the Code conflicts with a local custom or policy, we must comply with the Code. If you have any questions about these conflicts, are faced with a potential conflict between your ethical standards and the conduct of others at Rudolph or if you are in a situation which you believe may violate or lead to a violation of this Code, follow the Compliance Procedure guidelines discussed below.
In line with Rudolph’s values and commitment to its Employees, it is important to be aware that anyone may make a good faith report of an ethical violation or incident related to this Code in confidence and without fear of the retaliation, discharge or discrimination in any way against them. In those cases where the identity of the reporter needs to remain anonymous, Rudolph will assure that this requirement is honored.
Code of Business Conduct and Ethics
The following reflects the general principles of the Code. Additional guidance, descriptions, insights and specific examples related to each of these principles can be found in Attachment A.
We must all be knowledgeable of and comply with the basic principles of the Code as follows:
- Compliance with Laws, Rules and Regulations: While conducting business on behalf of Rudolph, respect, obey and comply with the laws, rules and regulations of the cities, states and countries in which the Company operates.
- Conflicts of Interest: Avoid any actual or apparent conflicts of interest (other than conflicts of interest that have received appropriate approval) such as taking actions or having interests that may interfere with performing one’s work objectively and effectively or where one receives improper personal benefits as a result of their position with Rudolph.
- Open and Honest Dealing: Rudolph encourages an open and honest atmosphere within the Company such that important information is freely exchanged with and disclosed to management and misleading information is not purposely provided.
- Insider Trading: Rudolph’s confidential information is not permitted to be used or shared for stock trading purposes (“Insider Trading”) or for any purpose except the conduct of the Company’s business.
- Fair Disclosure: Statements regarding material, non-public information about the Company or its securities may not be made to the financial community, Company stockholders or the press without the express authorization of the CEO, CFO or General Counsel.
- Payments to Agencies/Consultants: All payments and arrangements with outside agents, consultants, contractors and other parties should be per a written agreement.
- Corporate Opportunities: Taking personal advantage of opportunities that are discovered, developed or known through the use of corporate property, information or one’s position without the appropriate approval at Rudolph is prohibited.
- Competition and Fair Dealing: Respect the rights of and deal fairly with Rudolph's customers, suppliers, competitors and other Employees.
- Gifts, Gratuities and Entertainment: As part of Rudolph’s business, only reasonable gifts or business entertainment may be offered, given, or provided to or accepted from our customers, only in order to create good will and sound working relationships, and never to gain unfair advantage with customers.
- Political Contributions: While Rudolph encourages everyone to vote and be active in the political process, it is Rudolph's policy not to contribute any Company funds, assets or services to any political party, committee, organization, or candidate for any office at any level in any country.
- Discrimination and Harassment: Participating in any form of harassment, retaliation, or discrimination because of race, color, national origin, sex, religion, creed, age, disability, sexual orientation, marital status, military service or any other basis protected by federal, state or local laws is prohibited.
- Health and Safety: Maintain a safe and healthy workplace following safety and health rules and practices, appropriately report issues and refrain from any violent or threatening behavior.
- Record-Keeping: Where we are required to make a record of or report on any form of business information, such record/report must be made honestly and accurately in order to make responsible business decisions.
- Confidentiality: When receiving confidential information, maintain the confidentiality of the materials entrusted by Rudolph or its customers, unless disclosure is appropriately authorized.
- Protection and Proper Use of Rudolph Assets: Protect Rudolph's assets, including our work product and Company proprietary information, to ensure its continued and efficient use and security.
- Bribery and Payments to Government Personnel: Giving and/or offering money or anything of value, directly or indirectly, to a foreign or domestic governmental official, agency, party, official or candidate under any circumstances in order to induce the recipient to give Rudolph business, purchase Rudolph's products or otherwise benefit Rudolph's business in their country is prohibited.
Waivers of the Code of Business Conduct and Ethics
Only Rudolph’s board of directors (the “Board“) or a Board committee may waive compliance with this Code for an Employee. Any such waiver will be promptly disclosed, along with the reasons for the waiver, as required by applicable law, rule, regulation, and the applicable listing standards of the New York Stock Exchange (“NYSE”).
We must all must work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or concern. These are the steps to keep in mind:
Make sure that all the facts have been collected
In order to reach the right solutions, we must be as fully informed as possible.
Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper?
This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
Discuss the problem with your supervisor or manager
The basic guidance for all situations is to ask first and act later. In many cases, your supervisor or manager will be more knowledgeable about the question, and will appreciate being included in the decision-making process. Remember that it is the responsibility of our supervisors and managers to help solve problems.
Seek help from Rudolph resources
In the case where it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with a question, discussing it with a Human Resources representative or senior management is encouraged.
Reporting improper behavior
The section below on reporting presents the procedure for reporting incidents or activities relating to unethical or improper behavior.
Reporting any Illegal or Unethical Behavior
Everyone is encouraged to report either orally or in writing to your immediate supervisor, or alternate line of authority as described below, all evidence of activity by a Rudolph department or an Employee that may constitute:
- A violation of Rudolph’s Code of Business Conduct and Ethics or Rudolph’s Financial Code of Ethics;
- Any other instances of corporate fraud or unethical business conduct;
- A violation of State or Federal law;
- A violation of any U.S. Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE) regulation; or
- Substantial and specific danger to an Employee's or the public's health and safety.
Rudolph has made available a variety of alternative reporting mechanisms to allow everyone the ability to report any of the above activities in a manner with which they are comfortable. Anyone who wants to report evidence of alleged improper activity can choose from the following:
- Contact your immediate supervisor, or the supervisor's manager.
- In instances where the supervisor or manager's response is not satisfactory or where addressing such concerns to a supervisor or the supervisor’s manager is uncomfortable for any reason, the Human Resources department, General Counsel’s office or a member of senior management may alternatively be contacted.
- Call 1-888-262-6937, the confidential, global, toll-free phone number dedicated to these reports. For reference, this number is also listed on the Rudolph Intranet website (RZone). Anonymous telephonic communications will be accepted.
- Address any concerns in writing to: The Office of General Counsel, Rudolph Technologies, Inc., 550 Clark Drive, P.O. Box 860, Budd Lake, New Jersey 07828. Anonymous written communications will be accepted.
- Address any concerns or file a report via email to firstname.lastname@example.org. Due to the nature of email, the anonymity of these reports cannot be guaranteed.
- Contact any of the members of the Board’s Audit Committee. Again, anonymous telephone communications will be accepted.
In filing a report, it is necessary to provide as much specific information as possible including names, dates, places, and events that took place and your perception of why the incident(s) may be a violation. Complaints of misconduct, harassment or discrimination will be kept confidential to the fullest extent possible consistent with the Rudolph's need to investigate the matter. Anyone filing such a report is also urged to keep all information regarding the internal investigation confidential and understand that they are expected to fully cooperate with any such investigation. Those who choose to identify themselves as part of the process will receive a reply to their report within twenty (20) working days or as soon as practical thereafter.
Anyone who knowingly fails to report wrongdoing per any of the above steps will have such action considered in their job performance appraisal as well as potentially subject them to discipline, up to and including discharge.
It is important to be aware that ethical violations may be reported in confidence and without fear of retaliation. If the situation requires that the identity of the reporter be kept secret, such anonymity will be protected. As stated, Rudolph does not permit retaliation, discharge, or other discrimination of any kind against someone who, in good faith, reports an ethical violation or incident related to this Code.
Subject to the Board’s general authority to administer this Code, the investigation of violations and determination of disciplinary action is the responsibility of the following parties:
Board of Directors (or its designated committee): Matters involving members of the Board or executive officers
Chief Financial Officer and General Counsel: Matters involving other Employees, agents or contractors
The above responsible parties may designate others to conduct or manage investigations on their behalf and recommend disciplinary action. In addition, the Chief Financial Officer and the General Counsel will periodically report Code violations and the corrective actions taken to the Board or its designated committee. The Board reserves the right to investigate violations and determine appropriate disciplinary action on its own or to designate others to do so in place of, or in addition to, the Chief Financial Officer and the General Counsel.
Any suspected violations will be promptly investigated. If it is determined that evidence of a violation exists, the individual subject to investigation will be notified. The individual will have an opportunity to respond to any allegations made against them. A person suspected of violating the Code may be suspended with or without pay while an investigation is conducted.
Rudolph will take appropriate action against anyone whose actions are found to violate the Code. Disciplinary actions may include, at Rudolph’s sole discretion, oral or written reprimand, suspension or immediate termination of employment or business relationship, or any other single or combine disciplinary action as deemed appropriate to the circumstances. A record of the disciplinary action will be retained in the Employee’s personnel file.
In determining what disciplinary action is appropriate in a particular case, all relevant information will be taken into account, including the nature and severity of the violation, any history of warnings and violations, whether the violation appears to have been intentional or inadvertent and whether the violator reported his or her own misconduct. Rudolph will strive to enforce the Code in a consistent manner while accounting for all relevant information.
Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Furthermore, certain violations of this Code may also be reported to the appropriate authorities and subject to civil or criminal prosecution by governmental authorities and others.
RUDOLPH TECHNOLOGIES’ CODE OF BUSINESS CONDUCT AND ETHICS
The following presents additional guidance, descriptions, insights and specific examples related to each of the principles cited in Rudolph Technologies’ Code of Business Conduct and Ethics.
1. Compliance with Laws, Rules and Regulations
Obeying the laws, both in letter and in spirit, is the foundation on which Rudolph's ethical standards are built. While conducting business on behalf of Rudolph, we must all respect and obey the laws of the cities, states and countries in which the Company operates. Although not everyone is expected to know the details of these laws, it is important to know enough to determine when to seek advice from management. If there is a question as to the legal validity of an action, follow the Compliance Procedure guidelines of the Code or discuss the matter with the General Counsel.
Laws, rules and regulations issued by government agencies and/or other institutions govern many aspects of Rudolph’s business and Rudolph is committed to complying with all such laws. The following reflects a sampling of the laws, rules and regulations to which the Company is subject:
- The U.S. Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE), with which Rudolph is listed, both have rules and regulations that impact Rudolph’s business and financial reporting. Additionally, individuals are governed by these law as well. For example, Rudolph’s Insider Trading Policy (discussed in more detail in #4 below) has been developed to assist us in our continued compliance with this SEC regulation.
- Anti-corruption laws are established in many countries around the world in which Rudolph does business which prohibit bribery or the influencing of decisions through improper means as further discussed in #16 below.
- Antitrust laws exist which prohibit companies such as Rudolph from taking actions which unreasonably restrict competition. In conducting our business, we must not enter into any agreements or understandings with a competitor, customer or supplier which fixes prices (i.e. set prices or price related terms), refuses to deal with a customer or supplier, divides territories or customers or engages in pricing practices that suggest a monopoly.
- Export control laws and regulations are in place which govern our products, services and technology. As a result, we need to be aware of and comply with any U.S. restrictions on doing business with certain foreign countries, all applicable export control requirements and any trade laws and regulations in the countries where Rudolph does business.
If any questions arise regarding compliance with any laws, rules and regulations, please consult the General Counsel.
Rudolph will not tolerate any act that violates the law, even when the action appears to be in Rudolph's best interest. The Company will ensure that no one is adversely affected because he or she refuses to carry out a directive which, in fact, constitutes corporate fraud or is a violation of State or federal law.
2. Conflicts of Interest
A "conflict of interest" exists when a person's private interest interferes with the interests of Rudolph in any way.
A conflict situation can arise when an individual takes actions or has interests that may make it difficult to perform their work objectively and effectively. For example, a conflict of interest would potentially arise in a situation where you work part time in the evening for a company that makes a product that competes with the products of Rudolph or a company that supplies components to Rudolph. Such work would affect your objective decisions on behalf of Rudolph.
Conflicts of interest may also arise when a person or a member of their family receives improper personal benefits as a result of the individual’s position with Rudolph. An example of this would be engaging a company for which a member of your family works to supply product or services to Rudolph. This could give rise to the appearance that the company was selected because of the relationship and therefore must be avoided. In addition, loans to, or guarantees of obligations of, Employees and their family members create conflicts of interest and, in the case of executive officers, may be against the law.
It is a conflict of interest for any of us to work simultaneously for or contract with a competitor, customer or supplier. As a result, no one is allowed to work for a competitor, customer or supplier as a consultant or Board member. The best policy is to avoid any direct or indirect business connection with our competitors, customers or suppliers, except on the Company’s behalf.
None of us may hold a financial interest in any of Rudolph’s customers, suppliers or competitors, unless such company is a publicly owned corporation. If the company is a publicly owned corporation, it is acceptable to hold up to one percent (1%) of the company's outstanding shares. Anyone seeking a variance from this rule must first obtain the approval from Rudolph’s CEO, CFO or General Counsel.
Conflicts of interest may not always be clear-cut. It is, however, very important to avoid any actual or apparent conflicts of interest for they are prohibited as a matter of Rudolph policy, except under Board approved guidelines. If you have a question or believe you have become aware of a conflict or potential conflict, refer to the Compliance Procedure guidelines of the Code to help resolve the issue.
3. Open and Honest Dealing
Honesty requires a good faith intent to convey the truth as best we know it and to avoid communicating in a way that is likely to mislead or deceive. Openness is a willingness to comfortably voice your concerns and ask questions as well as being receptive to that which is being communicated to you.
In all of our interactions with co-workers at Rudolph, whether collaborating on a developmental project, reporting the results or status of your job responsibilities, providing feedback, discussing issues or in any other of the numerous dealings we are faced with each day, effective communication, starting with openness and honesty, is essential. To choose to withhold information, communicate only the “good”, or ignore the insights or data provided by another Employee are practices which not only could have a negative effect on relationships with other Employees but also could ultimately have a severe impact on Rudolph’s business. Thus, it is vital that everyone at Rudolph strives to assure that we each are open and deal honestly in our communications and the conduct of our responsibilities.
From a corporate perspective, as a public company, Rudolph is required to file reports, proxy statements and other information with the SEC and/or the NYSE. We also provide public earnings information and other disclosures to the investment community. We believe a culture of open and honest dealing is essential to maintaining investor confidence and are committed to the highest standards of accuracy, quality and integrity in our business and financial reporting. Anyone who assists in the preparation of our reports or other public information must disclose to senior management all material facts known to them, and ensure that senior management is aware of such facts on an ongoing basis. If there is any doubt about whether a fact is "material" and should be disclosed, an executive officer should be consulted.
It is against the law to mislead or manipulate our accountants with the intent to influence an audit of our financial statements. We must be open and honest with our accountants and auditors.
4. Insider Trading
Anyone who has access to Rudolph’s confidential information is not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company’s business. All nonpublic information about Rudolph should be considered confidential information. To use nonpublic information for personal financial benefit, or to "tip" others who might make an investment decision on the basis of this information, is considered “insider trading” and is not only unethical but also illegal.
To help understand insider trading and why it must be avoided, the following actual, real life case is offered:
Husband, an officer at Corporation, confides in Wife that Corporation would announce an expected loss for the quarter and that the price of Corporation stock would likely decline as a result. Wife breaches her duty of confidence and discloses the inside information at a cocktail party to Friend. Friend proceeds to make a series of transactions in Corporation stock that would rise in value if Corporation’s stock price went down. Corporation releases its negative earnings announcement and its stock price drops about 40 percent. Friend winds up making approximately $269,000 on his transactions.
Wife received absolutely no pecuniary benefit from Friend’s trades, and in fact probably did not even know about it nor even expected that Friend would take this “cocktail” information and use it for trading. Nevertheless, Wife was found to have violated the SEC insider trading law as did Friend. Wife’s inappropriate discussion with Friend at the cocktail party cost her dearly including joint and several liability for the return of Friend’s $269,000 profit plus interest; $100,000 in civil penalties; attorney’s fees for 5 years of litigation, including two federal jury trials; and five years of torment, newspaper stories, and loss of her reputation in the community. (SEC v. Donna Yun & Jerry Burch).
With respect to investing in Rudolph stock (either pursuant to the Savings and Investment Plan, the Rudolph Employee Stock Purchase Plan or otherwise), keep in mind that such investment is a personal decision and should be made in light of the portfolio diversification needs of such individual, as well as other factors and circumstances applicable to the individual. In general, frequent or excessive trading in Rudolph common stock or short-selling of Rudolph common stock is not consistent with the best interests of Rudolph and may be in violation of securities laws, whether intentional or inadvertent.
Rudolph has established certain specific policies with respect to Rudolph stock transactions applicable to directors, officers and designated employees. For example, "blackout" periods have been established, during which directors, officers and designated employees cannot trade in Rudolph common stock (regardless of whether such individual is in possession of material, nonpublic information). Outside such blackout periods, Rudolph has established certain "pre-clearance" procedures applicable to directors, officers and designated employees in connection with Rudolph common stock transactions by such individuals. These policies can be found in Rudolph’s Insider Trading Compliance Program, a copy of which can be found on the Rudolph Intranet (RZone) website or provided upon request. If any questions arise regarding the Company’s Insider Trading Policy, please consult with management in the Finance department or with the General Counsel.
5. Fair Disclosure
Rudolph from time to time may receive calls from the press, securities analysts, investment bankers or shareholders inquiring about the Company or its financial performance. Regarding this contacts, we must all be aware that there are very strict rules concerning the selective disclosure of non-public information to persons outside of the Company. In the U.S., Regulation FD (Fair Disclosure) is a rule which has been enacted by the SEC that addresses such selective disclosure. This law prohibits companies from selectively disclosing material nonpublic information to analysts, institutional investors, and others without making a broad public disclosure at the same time. The rule reflects the view that all investors should have equal access to a company’s important disclosures at the same time.
To assure that the Company remains in compliance with this law, no one other than the CEO or his designee is authorized to speak with the persons referenced above. This includes, but is not limited to, discussing or making general or specific statements about the Company’s financial performance, product offerings or other business transactions. If you receive a call from any person outside of the Company who inquires on any of these topics, you should decline to speak with him or her and instead refer that person to the CEO, CFO or General Counsel.
In addition, it is Rudolph’s policy not to respond to rumors about the Company. Companies have been found in violation of securities laws if their spokespeople erroneously denied a rumor, even if the spokesperson believed what he or she was saying was true. To that end, we must all avoid responding to any such inquiries regarding the Company thereby assuring that the Company’s response is a consistent message communicated solely by its authorized representative.
In the event that a statement or disclosure referenced above is made, whether by mistake or otherwise, the CEO, CFO or General Counsel must immediately be notified in order that Rudolph be able to meet any reporting requirements it may have as a result.
6. Payment to Agencies/Consultants
Arrangements with outside agents, consultants, contractors and other parties should be in writing. The document should clearly describe the results required, the commission or fees to be paid, how fees are to be paid, the length of the agreement, and the commitment to comply with all laws and regulations.
All payments to consultants, agents, contractors and others shall be paid in accordance with proper business practices and based upon reasonable value for the service performed. Payments must be supported by adequate documentation.
By adhering to the above, we can assure that Rudolph receives appropriate value for its expenditures, the expectations and terms of the engagement are clearly defined, potential liability is minimized and the Company’s interests are best protected.
7. Corporate Opportunities
Each of us must avoid taking personal advantage of opportunities that are offered to you by virtue of your employment with Rudolph or discovered through the use of Company property, information or position without the consent of the Board. We should all be respectful of Company property, information, and position, and make sure that none of us, nor any of our family members, use them for personal gain. Discounts on personal purchases of a supplier or customer’s products or services should not be accepted unless such discounts are offered to all Employees in general. As an Employee, we owe a duty to Rudolph to advance the Company’s legitimate interests when the opportunity to do so arises.
For example through one’s position with Rudolph, you may, on occasion, become aware of a business opportunity, such as a new technology, product or intellectual property offering. Our policy does not permit any of us from taking personal advantage of such an opportunity unless it has been offered to Rudolph first. If Rudolph declines in writing to pursue the opportunity, then you may pursue it.
Sometimes the line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain activities. Anyone who intend to make use of Company property or services in a manner not solely for the benefit of the Company should consult beforehand with the General Counsel.
8. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance and never through unethical or illegal business practices. Although we seek information about our competitors, stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. It is contrary to Rudolph practice and ethics to hire, commission or retain a competitor's current or former employee solely to obtain such information.
Each of us should endeavor to respect the rights of and deal fairly with Rudolph's customers, suppliers, competitors and their employees. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
When making a purchase on behalf of the Company, put Rudolph’s interests first and seek to obtain the maximum value for the money spent. At the same time, treat the vendor fairly, honestly, with courtesy and avoid any favoritism or appearance of preferential treatment.
Our products and services must be designed and manufactured to meet our obligations to customers. All inspection and testing documents must be handled in accordance with all applicable regulations.
There are many laws and regulations which define and promote fair business practices and protect the competitive environment. For example, the competition laws, known in the U.S. as antitrust laws, protect against practices that interfere with free competition. These laws are designed to promote a free and open marketplace in which each business enterprise has an opportunity to compete fairly on the basis of price, quality and service. To comply with these laws, we must all deal fairly with Rudolph’s customers, service providers, suppliers, competitors and their employees and not take unfair advantage of anyone through unfair dealing practices. Should a question arise regarding any competitive activity within the market, please contact the General Counsel with regard to the matter.
9. Gifts, Gratuities and Entertainment
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships and not to gain unfair advantage with our customers. No gift, favor or entertainment should ever be offered, given, provided or accepted if it obligates, or appears to obligate, the recipient, or if it might be perceived as an attempt to influence fair judgment. To that end, we must never give or accept cash or its equivalent in connection with a business transaction. Further, none of us, or anyone of our family members or agents, should provide to or accept a gift from a customer, supplier, or other applicable party unless it:
- is not a cash gift;
- is consistent with customary business practices;
- is not excessive in value;
- cannot be construed as a kickback, bribe or payoff; and
- does not violate any laws or regulations.
Gifts, gratuities and entertainment that we are prohibited from accepting must not be offered to other Employees or agents of Rudolph.
For further clarification, gifts of a nominal value may be accepted on an infrequent or occasional basis, such as during the holiday season, as a reasonable business courtesy. Routine business-related entertainment, such as a business lunch or dinner, sports outings or cultural events, is acceptable under this policy. At times, alcohol may be available at Rudolph-sponsored functions and business-related activities. In such situations, we must all use discretion and act responsibly to ensure our safety and the safety of others.
As an example, suppose that one of the Company’s suppliers offers to take you to lunch and also says that he’s sending out cash gift cards to all his clients as a token of appreciation. Is this acceptable? The answer is that the cash gift card cannot be accepted as a gift of cash or its equivalent is always prohibited. The lunch, however, may be accepted as long as it does not influence a business decision or create an appearance of bias in your interactions with the vendor.
It is important to be aware that specific laws apply to interactions with government officials and employees. For example, the U.S. and other countries have strict laws that prevent providing anything, including food or beverages, to a government employee. When doing business with government agents, employees, or officials be sure to understand the applicable laws as well as local customs and norms.
Should a question arise as to whether a gift or a proposed gift is appropriate, please discuss the offer with management prior to giving or accepting the gift.
10. Political Contributions
Rudolph encourages everyone to vote and be active in the political process. Rudolph does not in any way restrict anyone’s right to participate personally, on their own time, in political activities or to use personal funds for political purposes. If someone chooses to hold public office, either by election or appointment, they must take into account any potential for actual or apparent conflict of interest and should also disclose their intentions in advance with their supervisor. Additionally, federal and many state laws restrict the use of corporate funds, assets and time in connection with federal and state elections.
In consideration of the above, it is Rudolph's policy not to make any political contribution to any political party, committee, organization, or candidate for any office (federal, state or local) in the United States or any foreign country. “Political contributions” include direct and indirect payments, loans, advances, deposits, or gifts of money or assets or any service. It also includes subscriptions, memberships, tickets, purchases of advertising space, payment of expenses, or compensation of employees for a political organization, candidate or public official. Further, this restriction means that corporate facilities or other assets may not be used for the benefit of political candidates or parties.
Everyone has the option to support the political process through personal contributions or by volunteering their personal time to the candidates or organizations of their choice. These activities, however, must not be conducted on Company time or involve the use of any Company resources such as telephones, computers or supplies. Any personal political contributions will not be reimbursed.
Rudolph may only participate in selected lobbying activities conducted by industry or local associations and only upon the written authorization of the General Counsel. No one should lobby on their own personal behalf while on Company time.
11. Discrimination and Harassment
The diversity of Rudolph's work force is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Rudolph's policy strictly prohibits any form of harassment, retaliation, or discrimination because of race, color, national origin, ancestry, gender, religion, creed, age, disability, affectional or sexual orientation, marital status, familial status, atypical hereditary cellular or blood trait, disability (including AIDS and HIV infection), genetic information, military service or any other basis protected by Federal, State or local laws. All such harassment is unacceptable and violates Rudolph policy.
Each of us has the right to a work environment free from harassment, regardless of whether the harasser is a co-worker, supervisor, manager, customer, vendor or visitor. Harassment can include any behavior (verbal, visual or physical) that creates an intimidating, offensive, abusive or hostile work environment. In addition, any harassment that either impacts or influences wages, hours, working conditions or employment advantages is specifically prohibited. Sexual harassment includes harassment of a sexual nature of a person of the same or opposite sex as the harasser.
Examples of harassing behavior include, but are not limited to:
- Any unwelcome behavior, such as verbal or physical conduct designed to threaten, intimidate or coerce.
- Verbal taunting (including racial and ethnic slurs, inappropriate jokes or language).
- Negative stereotyping.
Unwelcome sexual advances, requests for sexual favors or other verbal or physical conduct of a sexual nature in which:
- submission to the conduct is either an explicit or implicit term or condition of employment; or
- submission to or rejection of the conduct by an individual is used as the basis for making employment decisions, including advancement, affecting such individual – known as “quid pro quo,” or “this for that.”
As is the case with any violation of the Code, we all have the responsibility to report any harassing behavior or condition regardless of if we are directly involved or just a witness. Retaliation for making a complaint or for assisting in the investigation of a discrimination or harassment complaint is prohibited by Rudolph. Should you be subject to or observe any such offending behavior, report it to your supervisor, another member of your management chain, your Human Resources representative, or through the reporting channels of this Code. Rudolph will act promptly in investigating the concern and directly address the issue with the individuals involved. We recognize the sensitive nature of these claims and will work to ensure confidential treatment of the allegations in order to protect all involved.
If someone is found to have committed discriminatory harassment, retaliation, or serious related behaviors, they may be disciplined up to and including discharge. Furthermore, Rudolph reserves the right to take whatever additional actions are necessary to protect its legal rights under such circumstances. For further information, please refer to Rudolph’s Harassment/Sexual Harassment Policy or contact a Human Resources representative.
12. Health and Safety
Rudolph strives to provide all of us with a safe and healthful work environment. We each have the responsibility for maintaining a safe and healthy workplace for everyone else by following safety and health rules and practices, and reporting accidents, injuries and unsafe equipment, practices or conditions. Rudolph prohibits the use of any equipment while conducting a business activity in a way that may cause distraction and/or result in injury or damage. Immediately report any risk or hazard to management. In addition, managers are to investigate any reported risks or hazards immediately with the help of the appropriate Rudolph personnel.
Violence, intimidation and threatening behavior in the workplace are not permitted. Examples of such conduct include extreme or inappropriate verbal or physical threats; harassing or threatening phone calls, email or written communication directed towards an Employee or his or her friends/family members; stalking; and the destruction of personal and/or Company assets. Further, to preserve Employee safety and security, weapons, firearms, ammunition, explosives and incendiary devices are forbidden on any Company property or in an Employee's possession while conducting Company business offsite. Any behavior that threatens the safety of people or property, or has the potential to become violent, should be immediately reported to your supervisor, Human Resources or through the reporting channels of this Code. If confirmed, such actions will be grounds for immediate termination.
We all must report to work in condition to perform our duties, free from the influence of alcohol or illegal drugs. Alcohol and drug abuse can endanger the health, safety and security of our Employees and our customers, adversely affect the quality and effectiveness of our Company operations and potentially harm fellow Employees, the communities we live in and our Company reputation. The use, possession, sale, purchase, distribution, manufacture or transfer of alcohol, illegal drugs, or unauthorized drugs is prohibited on Rudolph’s premises or work sites. No one at Rudolph or any of its contractors may report to work or perform any job duties while under the influence of or impaired by alcohol or drugs. We encourage Employees who may have an alcohol or drug problem to seek assistance through the Company’s Employee Assistance Program (EAP).
Our records are our corporate memory, providing evidence of actions and decisions and containing data and information critical to the continuity of our business. Records consist of all forms of information created or received by Rudolph, whether originals or copies, regardless of media. Examples of Company records include paper documents, e-mail, electronic files stored on disk, tape or any other medium (CD, DVD, USB data storage devices, etc.) that contains information about our Company or our business activities. All records are the property of Rudolph.
Most of us participate to some extent in recording, processing, or analyzing financial or other information, or in the review and audit of these activities. These processes exist to assist in business decision-making and the evaluation of Rudolph’s performance by our Board and senior management. They are also necessary to ensure compliance with legal and other requirements pertaining to the retention of information and its disclosure to others, including to investors and regulators.
With the above in mind, Rudolph requires honest and accurate recording and reporting of information in order to make responsible business decisions. It is very important that no one create or participate in the creation of (or falsification or alteration of) any Rudolph records which are intended to mislead anyone or conceal anything improper. For example, only the true and actual number of hours worked should be reported. Many of us regularly travel and file travel expense accounts, which must be documented and recorded accurately. If there is a questions as to whether a certain expense is legitimate, ask your supervisor or management within the Finance department. Guidelines are available from the Finance Department as well as in the Employee Handbook which can be accessed via the Rudolph Intranet (RZone) website.
All of the Rudolph books, records, accounts and financial statements are confidential. They must be maintained in reasonable detail, must appropriately reflect Rudolph's transactions and must conform both to applicable legal requirements and to Rudolph's system of internal controls and audit procedures. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation. In addition, any of us with financial responsibilities are subject to Rudolph's Financial Code of Ethics.
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, internal memos, and formal reports. Records should always be retained or destroyed according to Rudolph's record-retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult with the General Counsel.
In carrying out Rudolph’s business, Employees often learn confidential or proprietary information about our Company, our customers, prospective customers, suppliers or other third parties. We must maintain the confidentiality of all confidential information entrusted to us by the Company or our customers, except when disclosure is authorized by the General Counsel or required by laws or regulations. Confidential information includes all nonpublic information that is learned, generated or acquired during our employment with Rudolph including, but not limited to:
- Undisclosed financial information and earnings reports
- Confidential product performance information
- New product offerings
- Merger, acquisition, divestiture or business plans
- Strategic product plans and roadmap
- Procurement plans
- Capital requirements and plans
- Personnel information or organizational changes
- Confidential technical data
- Marketing, pricing or service strategies
- Business negotiation and transaction information
- Product costs and volumes
- Supplier and subcontractor information
- Proprietary computer software
To be clear, confidential information includes any information that might be of use to competitors, or harmful to Rudolph or its customers, if disclosed. Thus, if you can answer “yes” to the questions below, the information is confidential and should be protected.
- Is this information unknown to people outside the Company?
- Would Rudolph be disadvantaged or harmed if others knew this information?
- Would your project be jeopardized if the information was not held in confidence?
Keep in mind that if Rudolph is involved in litigation and/or other dispute-resolution proceedings, we are all prohibited from communicating with Rudolph's adversaries without the express approval of the General Counsel. If there is any doubt as to whether certain information would be considered confidential information, consult with the General Counsel.
Once information is determined to qualify as confidential information, it must then be handled with care. The following guidelines are presented to assist in the handling and protection of confidential information:
- Ensure that a nondisclosure agreement, approved by the Legal department, has been signed before providing any confidential information to any third party;
- Limit access to confidential information, e.g., by limiting reproduction and distribution of confidential documents, to only those persons who have a genuine need to know;
- Keep all confidential documents in secured areas; and
- Place confidential labels or legends on such documents to indicate the degree of care that must be applied when handling and distributing to others.
Confidential Information should not be disclosed to (a) any third party who has not signed or is not covered by a nondisclosure agreement, or (b) any person inside Rudolph who does not have a need to know such information. Consistent with this, confidential or competitive information should not be discussed with our families, friends, acquaintances or others when in public areas such as elevators, restaurants and airplanes or in social situations or gatherings. Further, such information must not be disclosed on online bulletin boards, chat rooms, personal Web pages, blogs, or through any other form of social media (e.g., Facebook, Twitter, etc.) regardless of whether you use your own name or an alias. Materials that contain confidential information, such as memos, notebooks, computer disks and laptop computers, should be stored securely.
The obligation to preserve confidential information continues even after employment ends. The Board authorizes only the Chairman of the Board and others expressly selected to disclose information. None of us are authorized to make public disclosures unless we receive written authorization from the Chairman.
15. Protection and Proper Use of Rudolph Assets
As Employees of Rudolph, each of us is a steward of its assets. This includes our work product (materials, designs, information, files, ideas, concepts, products or services developed as part of our work assignments or responsibilities) which belong solely and exclusively to Rudolph. They also include, but are not limited to, such things as electronic mail, computer systems, documents, equipment, facilities, information, our Company logo and name, materials and supplies. It is the responsibility of each of us to endeavor to protect Rudolph's assets and ensure their efficient use as well as assist our Company in its efforts to its control costs. Theft, carelessness, and waste have a direct impact on Rudolph's profitability. We should treat Company assets with the same care we would if they were our own. No Company property (tangible or intangible) may be sold, loaned, used, given away or disposed of without written authorization from the department head with budgetary responsibility for the property. Any suspected incident of abuse, fraud or theft should be immediately reported to management for investigation. Rudolph equipment should not be used for non-Rudolph business, though incidental personal use may be permitted upon the prior approval of management.
What constitutes misuse of our Company assets and resources? How do we know if personal use of our Company assets and resources crosses the line of reasonableness? The following examples are provided as illustrative of misuse and unreasonableness:
- Use of our Company facilities for personal gain.
- The excessive use of the telephone or facsimile long-distance for personal purposes.
- The taking of office supplies or equipment for personal consumption or use at home, e.g., using our Company equipment to repair personal property.
- The unauthorized copying of computer software programs.
- Not paying the balance on Company-issued credit card(s) after receiving reimbursement from the Company for your expenses.
In addition, the obligation to protect Rudolph's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights; business, marketing and service plans; engineering and manufacturing ideas, designs; databases; records; salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Rudolph policy. It could also be illegal and result in civil or even criminal penalties.
16. Bribery and Payments to Government Personnel
The United States and many other countries have laws that prohibit bribery, kickbacks, and other improper payments. No Rudolph Employee, agent, or independent contractor acting on our behalf may offer or provide bribes or other improper benefits in order to obtain business or an unfair advantage. A bribe is defined as directly or indirectly offering anything of value (e.g., cash, presents, meals, entertainment, travel and lodging, personal services, donations, favors, business opportunities, offers of employment, or other promises) to influence or induce action, or to secure an improper advantage. Anticorruption laws, such as the U.S. Foreign Corrupt Practices Act, prohibit giving and/or offering money or anything of value, directly or indirectly, to a foreign governmental official, agency, political party, party official or candidate under any circumstances which appears that such items were offered or given to induce the recipient to give Rudolph business, purchase Rudolph's products or otherwise benefit Rudolph's business in their country. It is strictly prohibited for anyone at Rudolph to make illegal payments to government officials of any country or any other form of commercial bribery.
In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Rudolph policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. These policies can be found in Rudolph’s Foreign Corrupt Practices Policy, a copy of which can be found on the Rudolph Intranet (RZone) website or provided upon request. The General Counsel can also provide guidance in this area.
Finally, in dealing with our customers, we must all avoid participating in bribery and kickbacks, or even the appearance of them, in all of our business dealings. Kickbacks are agreements to return a sum of money to another party in exchange for making or arranging a business transaction. Even in locations where kickbacks may not, technically speaking, be illegal, it is absolutely prohibited by our Company policy. Violations of any of the above can subject you and our Company to severe penalties and damage our public reputation.