The Dealer Tire Holdings, LLC Family of Companies (collectively, the “Company”, “DT Family of Companies”, “we”, “our”) are committed to conducting business with the highest degree of integrity, honesty, and ethics while providing quality products and services. The Company’s ability to maintain its commitment largely depends on the collective effort of its employees.
Scope
This Code of Business Conduct and Ethics (the “Code”) applies to all Company employees. As used in this Code, the term “employee” includes every employee, officer, board member, and partner of the DT Family of Companies. This Code also applies to all suppliers and contractors who work with the DT Family of Companies.
Purpose
This Code provides guidance to the Company’s employees on how to conduct business activities and represent the Company with the highest degree of integrity, honesty, and ethics. While some portions of the Code may be more relevant to certain employees than to others, every employee should become familiar with the entire Code. Understanding the Code and being fully committed to it is essential to our success.
Core Values
Each of our DT Family of Companies has a set of core values that reflect the unique culture and guiding principles of their individual businesses. These collective core values are at the heart of our Code and our company culture. Likewise, our customers, suppliers, and Employees expect that we conduct our business with the highest degree of integrity and honesty.
Underlying all of our core values is an expectation that all employees at our DT Family of Companies will conduct themselves in accordance with the highest legal and ethical standards and will not engage in unethical behavior that compromises these standards.
We are committed to an open and collaborative work culture. We encourage open dialogue and feedback from everyone working at the Company and we have a zero-tolerance policy for retaliation against anyone who raises a concern in good faith.
Code
Honesty
We will be honest and truthful in our dealings and relationships with customers, vendors, suppliers, fellow employees, or any other person or entity with whom we come into contact during our employment with, service to, and/or representation of the Company.
Compliance with Laws
We respect and obey the laws, rules, and regulations that apply to our business. All actions taken by or on behalf of the Company and/or its employees must be in compliance with applicable laws and the Company’s policies. If we have any uncertainty regarding what is required by law, we will seek guidance from our management without delay.
Integrity of Recording and Reporting our Financial Results
We properly maintain accurate and complete financial and other business records, and communicate full, fair, accurate, timely and understandable financial results. We conform both to required accounting principles and the Company’s system of internal controls and policies.
Competing Ethically
We are committed to compliance with applicable antitrust and competition laws and regulations. We also support open, free, and fair competition in the marketplace. Fair competition promotes innovation and high-quality products and services for the benefit of our customers. As such, we are fair in our business dealings, including but not limited to, our dealings with customers, vendors, suppliers, fellow employees, and competitors. We gain competitive advantage only through superior performance and do not engage in unethical or illegal trade practices.
Avoiding Conflicts of Interest
We avoid relationships or conduct that might compromise judgment or create actual or apparent conflicts between our personal interests and our loyalty to the Company. We do not use our position with the Company to obtain improper benefits for others or ourselves. We do not take actions or positions that conflict with the interests of the Company.
Protecting Our Assets
We use Company property, information (including Company’s confidential information), and opportunities for the Company’s business purposes and not for unauthorized use. We protect the assets of the Company from theft, carelessness, and waste.
Use of Corporate Opportunities
Employees have a duty to the Company to advance its legitimate interests when opportunities to do so arise. The Board of Managers of the Company (the “Board”) periodically reviews the Company’s business and defines the types of transactions considered to be potential opportunities. Any employee who wishes to take personal advantage of an opportunity that might otherwise be advantageous for the Company, must first seek permission of the Board. If the Board determines that a potential opportunity exists for the Company, the Company will not direct, refer or permit the employee to take advantage of that business opportunity for his or her own personal profit, unless and until the Board has rejected the opportunity as a matter of sound business judgment. Additionally, employees are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or position; (b) using corporate property, information, or position for personal gain; and (c) competing with the Company.
Protecting Confidential Information
Protecting the Company’s confidential and proprietary information is vital to our success. Employees may have access to confidential and proprietary information about the Company’s products or services, customers, suppliers, and third parties in order to fulfil their job functions. Only those with a “need to know” should have access to confidential and proprietary information. In all cases, we expect our employees to adopt good practices to protect the confidential and proprietary information of the Company, our customers, vendors, suppliers, and other business partners. Employees should never disclose proprietary or confidential information to third parties without authorization or discuss sensitive Company information in public. In addition, employees should follow Information Technology policies for protecting confidential and proprietary information.
Respecting Diversity and Fair Employment Practices
We are committed to respecting a culturally diverse workforce through practices that provide equal access and fair treatment to all Employees on the basis of merit. As such, we are an equal opportunity employer and provide equal employment opportunities to qualified employees and applicants for employment without regard to race, color, ethnicity, religion, sex, sexual orientation, gender identity, national origin, age, disability, veteran status, genetic information, citizenship status, or other characteristics protected by applicable law.
Health and Safety
Health and safety is our top priority. We are committed to making the work environment safe, secure, and healthy for all Employees and others, and we will comply with all applicable laws and regulations relating to health and safety in the workplace. Employees are required to understand and follow all workplace health and safety rules at all times.
Substance Abuse
We are committed to providing employees a safe working environment free from the influence of drugs and alcohol. Employees who are under the influence of alcohol, illegal drugs, or misused legal or prescribed drugs are a danger to themselves, their coworkers, and the Company. The improper use, sale, manufacture, purchase, transfer or possession, or being under the influence of drugs while on Company time and property is forbidden.
Workplace Violence and Harassment
Employees have a right to work in an environment free from violence, threats of violence, intimidation, inappropriate conduct, sexual harassment, and harassment of any nature. Inappropriate conduct includes offensive name-calling, slurs, taunting, nicknames, epithets, jokes, emails, pictures, or other things deemed inappropriate by the Company. Harassment takes many forms, including any unwelcome and unwanted conduct that creates an intimidating, hostile, or offensive work environment. The Company has zero tolerance for any of the above-mentioned acts and any such acts are prohibited.
Anti-Bribery and Anti-Corruption
We do not offer or accept any payment, bribe, or consideration, directly or indirectly, from any public official, either elected or appointed, foreign or domestic. We do not offer or accept any payment, bribe, or consideration, directly or indirectly, from any third parties in the private sector to gain an improper business advantage, retain or direct business, or influence an outcome. In addition, we do not enter into agreements that provide for unreasonable rates or fees that are not commensurate with the products or services provided. To engage in such activities may result in violation of the Foreign Corrupt Practices Act, the United Kingdom Bribery Act, or other federal, state, local, or foreign laws.
Offering or Accepting Gifts, Meals, Entertainment, And Travel
The proper management of the giving and acceptance of gifts, meals, entertainment, and travel is vital to avoiding the risk they present of actual or perceived bribery or corruption. As such, we do not offer or accept gifts, meals, travel, or entertainment valued over $50. Any item or experience valued over $50.00 must be approved in advance by the appropriate Director or Vice President. Directors and Vice Presidents should seek approval from the appropriate Partner/President/Officer. Approval may be obtained via email.
Economic Sanctions
We are committed to compliance with the sanctions laws and regulations of all jurisdictions in which we do business. Sanctions are laws, regulations, and compulsory measures enacted by governmental authorities or international organizations (e.g., the United Nations) to prohibit or restrict doing business with certain individuals, groups, entities, vessels, aircraft, regimes, countries or territories. We do not conduct business, directly or indirectly, with any country, individual or entity subject to economic sanctions programs or designated on any list of prohibited parties. To do so may result in violation of economic sanctions regulations or other federal, state, local or foreign laws. Violation of economic sanction regulations may result in significant financial and reputational damages to The Company. Additional information and guidance can be found at https://sanctionssearch.ofac.treas.gov.
Political Contributions
We do not use the funds or assets of the Company, directly or indirectly, for political contributions, unless approved in writing by Company’s Chief Executive Officer. The Company recognizes that a decision to participate in political activities is an employee’s personal and voluntary decision. The Company will not limit the personal political activities of its employees or the rights of its employees to make personal contributions to any candidate, political party, or other organization of their choosing.
Reporting Ethical, Legal or Financial Integrity Concerns
Procedure
If any employee detects or suspects an ethical concern or a legal or financial violation, including any fraud, accounting, auditing, tax, or recordkeeping matter, the employee should report the violation immediately with EthicsPoint at:
| COMPANY |
| Dealer Tire |
| Dent Wizard |
| Sentric ADAS |
| Simple Tire |
| Sonsio |
|
| Dealer Tire China |
|
| TOLL-FREE NUMBER |
|
1-855-351-5665 |
| 4008200156 |
|
| WEBSITE |
| www.DealerTire.EthicsPoint.com |
|
For any member of senior management, including, directors, officers, executives, and members of the Board of Managers, who detect or suspect an ethical concern or a legal or financial violation, including any fraud, accounting, auditing, tax, or recordkeeping matter, that individual should report the violation to the Company’s Chief Legal Officer.
Investigation
The Legal Department will take any action it considers appropriate to investigate any reported actual or potential violations of the Code. In conducting its investigations, the Legal Department may, at its discretion, consult with such other persons as appropriate, including, but not limited to, the Company’s Chief Legal Officer, Human Resources, and other employees. All employees are expected to cooperate in any internal investigation of any actual or potential violation of the Code. All reports will receive an appropriate and timely investigation.
Violations
The Company is committed to full and fair enforcement of the provisions of this Code. Any violations will be handled promptly and consistently. A violation of the elements of the Code described above would generally involve a willful or deliberate act, or failure to act, with the intention of obtaining an unauthorized benefit. It does not refer to honest errors or omissions by employees carrying out legitimate functions in the performance of their jobs. Employees who violate the Code may be subject to appropriate disciplinary action, up to and including termination of their employment.
Retaliation
The Company has zero tolerance for retaliation against anyone who raises a good faith concern about conduct they believe does not comply with our Code, policies, or the law, even if the concern is not substantiated. Examples of retaliation include an employee being fired, demoted, removed from a project or assignment, or verbally or physically threatened for reporting, threatening to report, or otherwise taking action to address conduct that is illegal or inconsistent with this Code or any Company policy.
Seeking Guidance
Questions about the Code can be directed to your manager, another member of the management team, or the Legal Department. Every Company manager is required to respond to a question about the Code in an open and non-threatening manner.
