ţţ㷨 legal notices and policies
ţţ㷨 Code of Conduct
Introduction
This Code of Conduct (“Code”) states the policy of ţţ㷨, Inc. (“ţţ㷨”, “we”, “us” “our”) to conduct business with integrity and to follow ethical and legal business practices worldwide. The Code applies to all of ţţ㷨 and its subsidiaries’ employees, directors, and officers,(collectively “ţţ㷨 Representatives”), as well as to suppliers, vendors, consultants and business partners (collectively, “ţţ㷨 Suppliers”) of ţţ㷨 and its subsidiaries, each of whom is responsible for their own personal conduct.
- If you are an ţţ㷨 Representative who has questions or concerns regarding the Code, please direct them to your manager, the Human Resources Department (“HR”) or the Legal Department (“Legal”).
- If you are an ţţ㷨 Supplier who has questions or concerns regarding the Code, please direct them to legal@enphaseenergy.com
- ţţ㷨 also has a Whistleblower Hotline (see Section 16 below) via which you may report any violations of this Code anonymously.
The head of Legal shall serve as the “Compliance Officer” for purposes of the Code. The Compliance Officer is responsible for: investigating possible violations of the Code, training ţţ㷨 Representatives on the Code, updating the Code as needed, and promoting an atmosphere of responsible and ethical conduct. As needed, the Compliance Officer may consult with Legal, HR, outside advisors, and the Board of Directors and its committees.
1. Respect for others
All ţţ㷨 Representatives and ţţ㷨 Suppliers should be treated with respect, by ţţ㷨 and by each other. ţţ㷨 will not tolerate discrimination or harassment against applicants, ţţ㷨 Representatives or ţţ㷨 Supplier, based on race, religion, gender, age, caste, marital status, national origin, sexual orientation or identification, citizenship status, disability, or other prohibited classification. ţţ㷨 prohibits discriminatory slurs, unwelcome sexual advances or harassment, or any other remarks, jokes or conduct that create or foster an offensive or hostile work environment.
2. Compliance with Laws, Rules and Regulations
ţţ㷨 Representatives must respect and obey the laws of the cities, states and countries in which ţţ㷨 operates. ţţ㷨 Representatives should strive to understand the legal and regulatory requirements applicable to their business units and areas of responsibility and should seek advice from managers or other appropriate individuals in case of any uncertainty. Violation of laws, rules and regulations may subject you, as well as ţţ㷨, to civil and criminal penalties. Each ţţ㷨 Supplier must respect, obey and comply with the laws applicable to its business activities.
3. Accurate Financial Records
ţţ㷨’s financial records must be accurate and complete in all material respects. They must be in compliance with laws and accounting practices. The Finance department is responsible for preparing and reporting ţţ㷨’s financial results, but those financial statements are the result of activities, transactions, entries and documents prepared throughout ţţ㷨 by many people. ţţ㷨 Representatives must make sure all such supporting transactions and documents are complete, accurate, and truthful. ţţ㷨 Suppliers will use commercially reasonably efforts to assist ţţ㷨 with its compliance objectives under this section. No ţţ㷨 Representative or ţţ㷨 Supplier may take or authorize any action that would cause our financial records or financial disclosure to fail to comply with generally accepted accounting principles, the rules and regulations of the Securities and Exchange Commission (“SEC”), and other laws, rules and regulations, or take any action to fraudulently induce, coerce, manipulate or mislead the Finance department or our independent auditors. No ţţ㷨 Representative or ţţ㷨 Supplier should knowingly allow ţţ㷨 to make any false or misleading statement or omit information necessary to make any of ţţ㷨’s statements and reports accurate. Any person who becomes aware of any departure from these standards has a responsibility to report their knowledge promptly to their manager (if applicable), HR, Legal or via the Whistleblower Hotline.
4. Insider Trading
All material non-public information about ţţ㷨, our vendors, business partners and customers should be considered confidential, and ţţ㷨 Representatives and ţţ㷨 Suppliers who have access to such information should use it only for legitimate ţţ㷨 business. The use of any material, non-public information to buy stock, or “tip” others, is unethical and illegal.
5. Health and Safety
We strive to provide a safe and healthy work environment. Each ţţ㷨 Representative is responsible for following safety and health rules and practices, and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted. ţţ㷨 Representatives should not report to work under any form of intoxication. ţţ㷨 Representatives should also use common sense security practices such as not allowing strangers into ţţ㷨 buildings unattended, and reporting any suspicious behavior. ţţ㷨 Suppliers shall ensure that any of their employees or resources working on ţţ㷨 premises will comply with any ţţ㷨 Policies on workplace health and safety communicated to them. ţţ㷨 Suppliers shall have its own policies in place, the objective of which shall be to comply with all applicable laws to ensure occupational health and safety, as well as a healthy and safe work environment.
6. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance and not through unethical or illegal business practices. Each ţţ㷨 Representative should endeavor to respect the rights of, and deal fairly with, our customers, suppliers, competitors and ţţ㷨 Representatives. No ţţ㷨 Representative should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair practice. ţţ㷨 Suppliers shall have in place its own policies that comply with all applicable laws in relation to competition and fair dealing and shall endeavor to foster a culture which promotes fairness and honesty in all business dealings.
7. Avoid Conflicts of Interest
A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of ţţ㷨. Conflicts of interest may arise when an ţţ㷨 Representative, or a member of their family, receives improper personal benefits as a result of their position with ţţ㷨. A conflict of interest can also arise when an ţţ㷨 Representative takes actions or has interests that make it difficult to perform their work objectively and effectively.
Conflicts of interest are prohibited, unless specially approved by the Compliance Officer. If you have any questions about a potential conflict of interest or if you become aware of an actual or potential conflict of interest, you should discuss the matter with your manager, HR or Legal. Managers may not authorize conflicts of interest or make determinations as to whether a problematic conflict of interest exists without first seeking the approval of the Compliance Officer. If your manager is involved in the potential or actual conflict of interest, you should contact HR, Legal, or use the Whistleblower Hotline. Any conflict of interest situation involving an executive officer or director, including all loans and guarantees by ţţ㷨 involving persons covered by this Code, also requires the authorization of the Audit Committee of the Board of Directors (“Audit Committee”).
8. Gifts and Entertainment
Providing gifts or entertainment to, or receiving such favors from, an existing or potential customer, supplier or competitor may be construed as an inappropriate attempt to influence the performance of duties or to favor certain individuals or companies.
ţţ㷨 Representative and ţţ㷨 Supplier are prohibited from offering, providing, or accepting gifts and entertainment that are (a) excessive in value, (b) in cash, (c) susceptible of being construed as a bribe or kickback, or (d) in violation of any laws. This principle applies to transactions everywhere in the world, even where the practice is widely considered “a way of doing business” and it also applies to relationships with customers, government officials, vendors and other parties. We seek to avoid even the appearance of impropriety which may arise as a result of any gifts, entertainment, payments, consulting fees, loans, travel or other benefits of value given or received by you or your family to or from any existing or potential customer, supplier or competitor. Appropriate levels of business entertainment in connection with legitimate business transactions or development of business relationships is generally allowable under this Code if the cost is not unreasonable.
The U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and other similar laws (collectively “Anti-Bribery Laws”) prohibit offering, promising, or giving “anything of value,” or providing an “advantage” to another person or entity with the intent of inducing that person or entity to take any improper action, or rewarding that person for taking an improper action. ţţ㷨’s forms an integral part of this Code and is incorporated into this Code by reference.
9. Corporate Opportunities
ţţ㷨 Representatives may not take personal advantage of business opportunities that are presented to them or discovered by them as a result of their position with ţţ㷨 or through their use of corporate property or information, unless authorized by their manager, the Compliance Officer or the Audit Committee. Even opportunities that are acquired privately by ţţ㷨 Representatives may be questionable if they are related to ţţ㷨’s existing or proposed lines of business. ţţ㷨 Representatives may not use their position with ţţ㷨 or ţţ㷨’s corporate property or its information for improper personal gain, nor should they compete with ţţ㷨 in any way.
10. Confidential Information
Much of the information to which ţţ㷨 Representatives have access to at ţţ㷨 is confidential, privileged, or proprietary. Such information should not be disclosed to individuals outside of ţţ㷨, except where required for company-related business and covered by the terms of a Nondisclosure Agreement with the receiving individual or entity. In the course of serving our customers, ţţ㷨 Representatives may also learn confidential or proprietary information about them, and it is equally important that ţţ㷨 Representatives guard against the disclosure of their confidential information to others. Competitive information must be gathered with care, and not be acquired in ways that are unethical or illegal.
11. Export Regulations
No ţţ㷨 products, software or technology should be exported to a location outside of the United States in violation of U.S. export regulations.
12. Use of Company Assets and Technological Resources
All ţţ㷨 Representatives and ţţ㷨 Suppliers (to the extent applicable) are expected to protect our assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on our profitability. Although reasonable personal use of computer equipment is allowed, as a general rule all ţţ㷨 property, facilities and products, are expected to be used only for legitimate business purposes.
It is also important that ţţ㷨 Representatives take necessary measures to ensure the security of information on their company computer. Do not include sensitive or confidential information in messages that are widely distributed or sent outside ţţ㷨. If you are an ţţ㷨 Representatives and have reason to believe that your password or the security of a company computer has been compromised, change your password immediately and report the incident to your manager and to the IT Department.
All e-mail, voicemail and personal files stored on ţţ㷨 computers are ţţ㷨 property, and you should have no expectation of privacy in connection with those resources. ţţ㷨 Representatives are prohibited from using ţţ㷨’s computer resources to transmit, display or store, illegal, obscene or sexually explicit material. Your improper use of ţţ㷨 resources could reflect poorly on ţţ㷨 and expose ţţ㷨, and you personally, to legal liability.
13. International Business Laws
ţţ㷨 Representatives and ţţ㷨 Suppliers are expected to comply with the laws in all countries in which they operate, travel, or otherwise do business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. The fact that certain laws may not be strictly enforced will not be accepted as an excuse for noncompliance. As mentioned above, Anti-Bribery Laws prohibit giving anything of value in order to influence any improper action. Anti-Bribery Laws also require the maintenance of accurate books of account, with all transactions being properly recorded. ţţ㷨 Representatives and ţţ㷨 Suppliers must comply with the provisions of , which is incorporated into this Code by reference.
U.S. embargoes restrict or, in some cases, prohibit ţţ㷨 from doing business with certain other countries, companies or individuals identified on lists that changes periodically. If you are uncertain as to whether any given country, company or individual is currently on an embargo list, contact your manager (if you are an ţţ㷨 Representative) or Legal (if you are an ţţ㷨 Representative or ţţ㷨 Supplier) before taking any action that could implicate such embargo.
Anti-boycott restrictions prohibit ţţ㷨 from taking any action that has the effect of furthering or supporting a restrictive trade practice or boycott that is fostered or imposed by a foreign country against a country or person friendly to the U.S. ţţ㷨 Suppliers must not request that ţţ㷨 agree not to do business with one or more countries. Additionally, if a an ţţ㷨 Representative learns that a customer or vendor is requesting (or has requested) information about ţţ㷨 dealings with specific countries or is requesting (or has requested) that ţţ㷨 agree not to do business with one or more countries, the ţţ㷨 Representative must immediately contact their manager or Legal.
14. Approvals or Waivers
Any approval of conduct prohibited by this Code or any waiver of provisions of this Code requires approval of the Compliance Officer. With respect to ţţ㷨’s executive officers or directors, any such approval or waiver also requires authorization by the Audit Committee and may also require public disclosure under SEC rules.
15. Anti-Slavery and Human Trafficking
ţţ㷨 Suppliers shall adhere to the following-Slavery and Human Trafficking principles provided below, and require that their own sub-contractors, suppliers and business partners also adhere to such principles. The provisions below shall be deemed to apply to all employees, contractors and any personnel (the “workers”) otherwise engaged by the ţţ㷨 Suppliers, its sub-contractors, suppliers, and business partners.
- Workers shall not be subject to forced, prison, bonded, indentured, slave, trafficked or compulsory labor in any form, including forced overtime. All work must be carried out voluntarily.
- Workers must have the right to terminate their employment freely, as appropriate, following a reasonable period of notice in accordance with applicable laws and collective agreements, and without the imposition of any improper penalties.
- Workers shall not be mentally or physically coerced into providing their labor.
- Workers shall not have their identity or travel permits, passports, or other official documents or any other valuable items confiscated or withheld as a condition of employment and the withholding of property shall not be used directly or indirectly to restrict workers' freedoms or to create workplace slavery.
- Fees or costs associated with the recruitment of workers (including but not limited to fees related to work visas, travel costs and document processing costs) shall not be charged to workers whether directly or indirectly. Similarly, workers shall not be required to make payments which have the intent or effect of creating workplace slavery, including security payments, nor shall they be required to repay debt through work.
- Workers shall have the terms of their employment or engagement set out in a written document that is easily understandable to them and which clearly sets out their rights and obligations. This written document shall include, but not be limited to, transparent terms with respect to wages, overtime pay, payment periods, working hours and rights in respect of rest breaks and holidays. Such written terms shall be provided to each worker in advance of them starting work, shall be honored by the employer and shall meet industry standards and the minimum requirements of laws and collective agreements applicable where the work is carried out.
- There shall be no use of child labor. Nobody shall be employed under the minimum age requirements of laws applicable where the work is carried out. Subject to the overriding prohibition on the use of child labor, if workers under the age of 18 are employed then particular care shall be taken as to the duties that they carry out and the conditions in which they are required to work to ensure that they come to no physical, mental or other harm as a direct or indirect result of their work or working conditions.
- Workers, their families, and those closely associated with them shall not be subject to harsh or inhumane treatment including but not limited to physical punishment, physical, psychological, sexual violence or coercion, verbal abuse, harassment or intimidation. Migrant workers, their families and those closely associated with them should not be subject to discrimination due to their nationality.
- Workers shall be free to file grievances to their employers about the employer's treatment of them and workers shall not suffer detriment, retaliation, or victimization for having raised a grievance.
- Workers shall be free to move without unreasonable restrictions and shall not be physically confined to the place of work or other employer-controlled locations (for example accommodation blocks) nor shall they be confined by more indirect means. There shall be no requirement placed on workers that they take accommodation in employer-controlled premises except where this is necessary due to the location or nature of the work being performed.
- Where it is necessary to recruit workers, who are engaged via a third party, such as an employment agency, then only reputable employment agencies shall be engaged. Where workers are sourced to be employed directly, only reputable recruitment agencies shall be engaged. All such agencies must have the necessary licenses and registrations under local laws, agree to adhere to this Code, and agree to be audited to ensure their compliance with the foregoing.
16. Reporting Violations
If you become aware of any violations of this Code, you have a responsibility to report those violations, and should do so without fear of retaliation. We will take disciplinary action against any person in the ţţ㷨 organization who retaliates against you. If ţţ㷨 determines that any person is responsible for a Code violation, they will be subject to disciplinary action up to and including termination of employment, in the case of an ţţ㷨 Representative, or termination of our business relationship, in the case of an ţţ㷨 Supplier. Additionally, ţţ㷨 may be entitled to seek legal remedies against ţţ㷨 Suppliers who do not comply with this Code.
You should report suspected violations of the Code to your manager. If you cannot, or prefer not to, go to your manager, you may contact HR, Legal, or the Compliance Officer directly, or you may use the Whistleblower hotline. Your concerns will be investigated promptly and with the highest degree of confidentiality possible under the specific circumstances. Neither you nor your manager should conduct any preliminary investigation, unless authorized to do so by the Compliance Officer.
ţţ㷨 has established a Whistleblower Hotline at (866) 388-3117 and a web portal at , for those who wish to report violations anonymously. ţţ㷨 Suppliers or ţţ㷨 Representatives will not be required to reveal their identity when they contact the Whistleblower Hotline, although providing their identity may assist in our investigation.
ţţ㷨 Managers must promptly bring reports of Code violations to the attention of the Compliance Officer. If you believe your manager has not taken appropriate action, you should contact the Compliance Officer directly.
Reports regarding accounting, internal accounting controls or auditing matters will be directed to the Audit Committee, which shall take responsibility for conducting or overseeing any investigation that is undertaken.