Code of Conduct Standards

Automated Packaging Systems, Inc. adheres to the highest standards of business ethics. A world leader in designing and manufacturing bag packaging machinery and materials, for over 50 years we have provided our customers with the most innovative, high-quality products backed by worldwide sales, service and distribution. 

Our high code of conduct ensures that our officers, employees and agents always conduct business in the most ethical and responsible manner. This includes a zero tolerance policy regarding bribery, attempted bribery, kickback, or other forms or persuasion intended to influence our terms of sale.

Statement of Anti-Bribery by Chief Financial and Accounting Officer

The Board of Directors of Automated Packaging Systems, Inc. (the Company) and its Senior Executives expect that all of our officers, employees and agents will always conduct Company business in accordance with the highest standards of ethical behavior and honesty.

The Company’s continued expansion of operations worldwide provides exciting new business opportunities, while at the same time presenting new challenges to maintaining our commitment to the highest ethical standards.

Among the most significant laws and regulations that govern the Company’s operations are those that prohibit the payment or receipt of money, or things of value, in order to receive a commercial benefit or personal advantage. Every country in which we operate, and those we expect to enter in the future, has laws that make the corruption of its public officials a criminal offense. Such behavior, even without a specific law prohibiting it, is a clear violation of the Company’s code of business conduct and ethics.

In addition to direct or indirect payments to a government official to secure that official’s assistance in obtaining or retaining business, the Company also forbids its employees from making or accepting any bribe or kickback intended to secure favored treatment for or from the Company or any customer or supplier of the Company.

This statement and the attached Anti-Bribery Policy were developed at the direction of the Company’s Board of Directors to provide clear guidance to all employees and to ensure a consistent approach to business practices throughout the Company’s worldwide operations.

Strict adherence to this statement and the Anti-Bribery Policy is absolutely necessary for the Company to sustain our world-class product and service culture. Violations of this statement or the Anti-Bribery Policy not only undermine the Company’s core values and business purpose and potentially subject the Company to penalties, but for any individuals involved, could also mean severe criminal penalties, including jail, and will also result in corrective action, including possible termination from the Company.

Every Company officer, employee and agent is responsible for carefully reading and understanding this Statement and the Anti-Bribery Policy and strictly complying with every aspect of their requirements.

Daryl D. Manzetti
Chief Financial and Accounting Officer, 
On Behalf of The Board of Directors of 
Automated Packaging Systems, Inc.

Anti-Bribery Policy

Automated Packaging Systems, Inc. (the Company) maintains an Anti-Bribery policy prohibiting any improper or unethical payment to government officials anywhere in the world by any Company officer or associate or agent of the Company.

No Company employee or agent has the authority to offer payments of money or anything else of value, whether directly or indirectly, to a government official to induce that official to affect any governmental act or decision in a manner that will assist the Company or any of its subsidiaries or divisions, or any of its associates or agents, to obtain or retain business.

Every Company employee and agent has the obligation to record accurately and fairly all of their transactions involving any expense of the Company or any other transaction involving the disposal or transfer of Company assets.

The Policy extends to all Company operations anywhere in the world, including all subsidiaries, divisions, agents, consultants or other representatives, as well as to any joint venture or other business enterprise in which the Company is a participant.

Penalties
Violations by any Company associate of the U.S. Foreign Corrupt Practices Act (FCPA) or local anti-bribery laws will result in corrective action, including possible termination of such employee’s employment with the Company. Violations by any Company employee or agent can also result in severe penalties for both the Company and such individuals under the FCPA and any other local anti-bribery laws.

The FCPA specifically prohibits a company from reimbursing an officer, director, stockholder, employee, or agent for fines imposed for violations of the FCPA, so any fines for violations for which you are responsible will be paid from your personal assets. In addition, and in accordance with the Company’s general legal compliance policy, the Company will cooperate fully with law enforcement authorities in the investigation and prosecution of alleged violations of anti-bribery laws.

Prohibited Payments to Government Officials
No Company employee or agent may promise, offer or pay money or give anything else of value to a government official in order to:

  • influence any act or decision;
  • cause the official to commit or omit any act in violation of his or her lawful duties;
  • secure any improper advantage;
  • or induce the official to use his or her influence to affect any act or decision of a government, in order to assist the Company (or such associate or agent) in obtaining, retaining or directing business.

In addition to direct payments of money, other examples of prohibited payments to a government official would include:

  • excessive gifts, or travel and entertainment expenses for government officials;
  • contributions to any political party, campaign or campaign official;
  • and charitable contributions and sponsorships made at the direction, or for the benefit, of a government official.

The following persons are considered “government officials”:

  • officers and employees of any government, department, agency, bureau, authority, instrumentality or public international organization;
  • persons acting in an official capacity on behalf of a government;
  • employees of entities that are owned or controlled by a government;
  • and candidates for political office.

Prohibited payments apply to payments to any government official, regardless of rank or position.

Areas of Concern
The following situations, among many other situations, could expose the Company and the individuals involved to a risk of violation, and need to be reported as set forth below:

  • Requests or demands by a government official for a bribe.
  • Requests or suggestions by a government official that the Company make a charitable donation to a particular charity.
  • Requests by a government official for employment either on his or her own behalf or on behalf of another.
  • A government official with whom the Company is dealing has a reputation for receiving questionable payments.
  • A demand or strong suggestion by a government official that a particular local representative should be retained for any purpose.
  • A non-governmental person with whom the Company is dealing has a known family or other significant relationship with government officials.
  • A request for an unusual or excessive payment, such as a request for over-invoicing, unusual up-front payments, unusual commissions, a request for payments to be made to a third party (or to a third country), to a foreign bank account, in cash or otherwise untraceable funds.
  • A proposed agent or representative has little or no expertise or experience in the area (whether geographic, professional or otherwise) in which it will represent the Company.
  • A proposed agent or representative refuses to provide written assurances that he or she will not make any improper payments.
  • A proposed agent or representative with whom the Company seeks to do business requests an unusually high commission.
  • A proposed agent or representative with whom the Company is conducting business fails to provide standard invoices.
  • A potential governmental customer requests an unusual credit or rebate with or from the Company in return for its business.
  • Unusual bonuses or other amounts paid to agents or representatives of the Company.


The Company operations are in, or it is transitioning business with a person in, a country with a high corruption index. (See Transparency International’s annually updated “Corruption Perception Index”)

Reporting Violations
Any transaction, no matter how small or seemingly insignificant, that might give rise to a violation of this Policy must be reported promptly by calling the Company Chief Financial and Accounting Officer at (330) 342-2306 or by sending a detailed email to daryl.manzetti@autobag.com.

Your calls, detailed notes and/or emails will be dealt with confidentially and only by those recipients who have a need to know for the sole purpose of carrying out the necessary investigations and follow-up. As long as a report is made honestly and in good faith, you have the commitment of the Company and of the Company’s Board of Directors that you will be protected from retaliation and that your rights will be enforced.

Administration of Policy
The Policy will be administered by the Chief Financial and Accounting Officer, who will be responsible for reporting any violations of the Anti-bribery Policy to the Company’s Board of Directors.

Statement of Business Ethics by Chief Financial and Accounting Office

Ethics are important to Automated Packaging Systems, Inc. (the Company) and each and every one of its employees. The Company is committed to the highest ethical standards and to conducting irts business with the highest level of integrity. I, and the entire executive team, believe this commitment is at the core of the values that make the Company great. As a result, the Company has adopted a Code of Business Conduct and Ethics. 

Adherence to ethical standards of excellence set forth in this Code of Business Conduct and Ethics is integral to creating and sustaining a world-class culture. Uncompromising ethics provide the necessary foundation on which world class performance is built and on which the Company can grow and prosper.

Each Company employee is responsible for the consequences of his or her actions, and is responsible for being the guardian of the Company’s ethics.

The leaders within the Company have the added responsibility of setting an example by their personal performance, and by having an attitude that conveys our ethical values. Leading by example allows us to treat everyone — employees, customers, prospects, suppliers and competitors — with the honesty and respect they deserve.

If you are unsure how to handle a particular ethical issue, we encourage you to take advantage of the open door policy and raise your concerns with management or, if you are still uncomfortable, to follow the process outlined in the Code of Business Conduct and Ethics.

Daryl D. Manzetti
Chief Financial and Accounting Officer, 
On Behalf of The Board of Directors of 
Automated Packaging Systems, Inc.

Business Ethics Policy

This Code of Business Conduct and Ethics is addressed to each and every employee of the Company, wherever he or she may be. Each of you must conduct his or her affairs with uncompromising honesty and integrity. Business ethics are no different than personal ethics. The same high standard applies to both. You are required to adhere to the highest standard regardless of location.

You are expected to be honest and ethical in dealing with each other, with customers, suppliers and all other third parties. Doing the right thing means doing it right every time.

You must also respect the rights of your fellow employees and third parties. Your actions must be free from discrimination, libel, slander or harassment. Each person must be accorded equal opportunity, without regard to race, color, creed, religion, national origin, age, sex, marital status, lawful alien status, non-job related physical or mental disability, veteran’s status, sexual orientation, gender identity or expression, or any other distinction prohibited by law.

Misconduct cannot be excused because it was directed or requested by another. In this regard, you are expected to alert management whenever an illegal, dishonest or unethical act is discovered or suspected. You will never be penalized for reporting your discoveries or suspicions.

The Company conducts its affairs consistent with the applicable laws and regulations of the countries where it does business. Business practices, customs and laws differ from country to country. When conflicts arise between the Company’s ethical practices, and the practices, customs, and the laws of another country, the Company seeks to resolve them consistent with its ethical beliefs. If the conflict cannot be resolved consistent with its ethical beliefs, the Company will not proceed with the proposed action giving rise to the conflict. These ethical standards reflect who we are and are the standards by which we choose to be judged.

The following statements concern frequently raised ethical concerns. A violation of the standards contained in this Code of Business Conduct & Ethics will result in corrective action, including possible dismissal.

Conflicts of Interest
You must avoid any personal activity, investment or association which could appear to interfere with good judgment concerning the Company’s best interests. You may not exploit your position or relationship with the Company for personal gain. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if you:

  • Cause the Company to engage in business transactions with relatives or friends;
  • Use nonpublic Company, customer or supplier information for personal gain by you, relatives or friends;
  • Have more than a modest financial interest in the Company’s suppliers, customers or competitors;
  • Receive a loan, or guarantee of obligations, from the Company or a third party as a result of your position other than as approved by the Board of Directors; or
  • Compete, or prepare to compete, with the Company while still employed by the Company.


There are other situations in which a conflict of interest may arise. If you have concerns about any situation, follow the steps outlined in the Section on “Reporting Ethical Violations.”

Compliance with Law
You are expected to comply with all applicable laws, rules and regulations. If you have questions, the Chief Financial Officer and Accounting Officer can assist you.

Gifts, Bribes and Kickbacks
The Company’s position on gifts, bribes and kickbacks is covered in the separate statements on anti-bribery which are in line with the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Please refer to these separate statements and be sure you are familiar with their requirements.

Improper Use or Theft of Company Property
Every employee must safeguard Company property from loss or theft and from inappropriate use. Company property includes confidential information, software, computers, PDAs, cell phones, office equipment, and supplies. You must appropriately secure all Company property within your control to prevent its unauthorized use. Use of the Company’s electronic communications systems must conform with the Company’s Electronic Communication Systems Policy which, among other things, precludes using such systems to access or post material that: is pornographic, obscene, sexually-related, profane or otherwise offensive; is intimidating or hostile; or violates the Company’s policies or any laws or regulations. Employees may make limited non-business use of the Company’s electronic communication systems (e.g. PDAs, cell phones, computers), provided that such use: (i) is occasional, (ii) does not interfere with the employee’s professional responsibilities, (iii) does not diminish productivity, and (iv) does not violate this Policy or the Company’s Electronic Communication Systems Policy; or if an exception is specifically authorized in writing by the Company’s Executive Management.

Covering Up Mistakes; Falsifying Records
Mistakes should never be covered up, but should be immediately fully disclosed and corrected. Falsification of any Company, customer or third party record is prohibited. If you are uncertain about whether a mistake has been made, you should seek guidance from your immediate supervisor or manager.

Protection of Company, Customer or Vendor Information
You may not reveal Company, customer or supplier confidential or proprietary information to others or use this information other than as needed to perform your employment duties for the Company. Additionally, you must take appropriate steps — including securing documents, limiting access to computers and electronic media, and proper disposal methods — to prevent unauthorized access to this information. Proprietary and/or confidential information, among other things, includes: business methods, pricing and marketing data, information on strategy, research and development information, technical know-how, and information about, or received from, the Company’s current, former and prospective customers, suppliers and employees.

Gathering Competitive Information
When gathering competitive information, you must not violate our competitors’ rights. You may not accept, use or disclose their confidential or proprietary information which includes information that provides a competitor with a business advantage and is not known to the public.

You may access publicly available information such as annual reports, company web sites and publications, public presentations and public marketing documents, journal and magazine articles, stockbroker analyses, advertisements and other public media filings and offerings. 

You may never use any type of ruse, scheme, misrepresentation or omission to obtain any information — whether confidential or not. If you use third party consultants to assist a search you must be extremely diligent that they strictly adhere to both the letter and spirit of this Code of Business Conduct & Ethics and that both the receipt and use of the gathered information is fully lawful. In no event may you use a third party to undertake activities that would be unacceptable or improper if conducted by the Company.

As a general rule, you should never engage in any course of action that you feel would be inappropriate or unethical if conducted by or on behalf of a competitor to obtain Company information. If you are uncertain what may be obtained or used, the Chief Financial and Accounting Officer can assist you.

Sales: Defamation and Misrepresentation
Salespersons should always seek to provide high value products and services, best suited to a customer’s or prospect’s request or needs. It is each salesperson’s obligation to ensure that customers and prospects are not offered products or services that have no beneficial value to the customer or are not well suited to the customer’s or prospect’s business needs. Selling must never include misstatements or lies about APS products and services, or about customer’s or prospect’s needs. Spreading rumors, even indirectly, about our competitors, their products or their financial condition is strictly prohibited.    

Use of Company and Third-Party Software
Company and third-party software may be distributed and disclosed only to employees authorized to use it, and to customers in accordance with terms of a Company agreement.

Company and third-party software may not be copied without specific authorization and may only be used to perform assigned responsibilities. All third-party software must be properly licensed. The license agreements for third party software may place various restrictions on the disclosure, use and copying of software.

Fair Dealing
No company employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Fair Competition and Antitrust Laws
The Company must comply with all applicable fair competition and antitrust laws. These laws attempt to ensure that businesses compete fairly and honestly and prohibit conduct seeking to reduce or restrain competition. If you are uncertain whether a contemplated action raises unfair competition or antitrust issues, the Chief Financial and Accounting Officer can assist you.

Political Contributions
No company funds may be given to political candidates. Unless you are otherwise specifically prohibited by the Company, you may make personal contributions to the extent permissible under federal or state law.

Record Keeping and Financial Reporting
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, accurately and appropriately reflect transactions and comply with applicable legal requirements and the Company’s internal controls and procedures, and be prepared in accordance with U.S. Generally Accepted Accounting principles and other applicable financial statement requirements.

Company business records must be maintained for the periods specified in the Company’s Record Retention Policy (available from the Corporate Finance department). Records may be destroyed only at the expiration of the pertinent period. In no case may documents involved in a pending or threatened litigation, government inquiry or under subpoena or other information request, be discarded or destroyed, regardless of the periods specified in the record retention Policy. In addition, you may never destroy, alter, or conceal, with an improper purpose, any record or otherwise impede any official proceeding, either personally, in conjunction with, or by attempting to influence, another person.

Waivers
The Code of Business Conduct & Ethics applies to all Company employees and its Board of Directors. There will be no waiver of any part of the Code, except by a vote of the Board of Directors, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect the Company.

Reporting Ethical Violations
Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow employees. If you are powerless to stop suspected misconduct or discover it after it has occurred, you must report it to the appropriate level of management at your location.

If you are still concerned after speaking with your local management or feel uncomfortable speaking with them, you must  (anonymously, if you wish) contact the Chief Financial and Accounting Officer at (330) 342-2306 or by sending a detailed email to daryl.manzetti@autobag.com.

Any reports that involve the Chief Executive Officer, President, Chief Financial Officer, or Chief Operating Officer will be immediately communicated to a member of the Board of Directors who is not an employee of the Company.

Your calls, detailed notes and emails will be dealt with confidentially.  You have the commitment of the Company and the Board of Directors that you will be protected from retaliation.

Conclusion

In the final analysis, you are the guardian of the Company’s ethics. While there are universal rules, when in doubt ask yourself:

  • Will my actions be ethical in every respect and fully comply with the law and with Company policies?
  • Will my actions have the appearance of impropriety?
  • If my actions were fully disclosed, how would they likely be viewed by my supervisors, fellow employees, Company customers, family or the general public?
  • Am I trying to fool anyone, including myself, as to the propriety of my actions?

If you are uncomfortable with your answer to any of the above, you should not take the contemplated actions without first discussing them with your local management. If you are still uncomfortable, please follow the steps outlined in the Section on “Reporting Ethical Violations.”

Any employee who ignores or violates any of the Company’s ethical standards, or who penalizes a subordinate for trying to follow those standards, or willfully or knowingly omits to tell the entire truth during any ethics or other Company investigation, or obstructs, defeats or attempts to stop an ethics or other Company investigation, will be subject to corrective action, up to and including immediate dismissal. However, it is not the threat of discipline that should govern your actions. We hope you share our belief that a dedicated commitment to ethical behavior is the right thing to do, is good business, and is the surest way for Automated Packaging Systems, Inc. to remain a world-class company.