CODE OF ETHICAL CONDUCT

The purpose of the Merito Technical Services Ltd. (MTS) Code of Ethical Conduct is to provide all employees with guidance on how to practice the highest standard of honesty, integrity, and fairness in all matters relating to customers, strategic partners, suppliers and each other.

The matter of honesty, integrity, and fairness in the workplace is very serious.

Without integrity there can be no trust. Without trust there can be no teamwork. Without teamwork we have no company. So it is with any company or with any individual, the price of creating a great workplace is for every person in the organization to take personal responsibility to act ethically and morally in all we do.

All MTS employees must be responsible for both the integrity and the consequences of their own actions. In particular, all MTS employees must practice the highest standard of honesty, integrity, and fairness when engaging in any activity concerning the company.

SCOPE

This Code of Ethical Conduct serves as a guide to all employees and MTS sub-contractors. MTS is committed to conducting its business affairs in a fair and ethical manner. Any activities that could call into question the Company honesty and integrity or damage its reputation in any way are strictly prohibited. Any activity that appears to be unethical, illegal or improper, or might in any way cause embarrassment to MTS must also be avoided.

To our customers, MTS guarantees outstanding performance that will not only meet, but exceed their requirements. We will fully comply with all government regulations applying to our industry. To our employees, MTS guarantees a safe, fair work environment that is free of discrimination.

ETHICS COMMITTEE

To facilitate the implementation of this Code, MTS has established an Ethics Committee, chaired by the General Manager. The Committee shall:

  1. Consider standards of conduct and modify the Code as needed
  2. Review the results of all investigations and determine whether they were fairly resolved
  3. Make recommendations about implementing disciplinary actions when those are needed

General Manager shall supervise the Ethics Committee actions.

 

STANDARDS OF CONDUCT

1. Accurate Books and Accounts

All MTS business transactions must be properly authorized and accurately recorded in the Company books according to generally accepted accounting principles. No undisclosed funds may be established for any purpose, nor may Company funds be placed in any personal or non-corporate account.

2. Accurate Reporting of Cost Data

MTS shall not submit inaccurate or misleading data when submitting bids for contracts or subcontracts or requests for modifications of such to the government, contractors or subcontractors. Doing so constitutes a criminal violation that could result in felony prosecutions of the employee and the Company.

3. Bribes, gratuities and kickbacks

Overall, MTS does not condone the offering or accepting of bribes. In the commercial marketplace, the accepting of bribes is strictly prohibited. MTS employees may not accept any gift, favor, entertainment, hospitality, loan or anything else for services rendered.

4. Confidentiality

Unless specifically authorized by MTS management, employees are prohibited from disclosing any information acquired as a result of their employment with MTS to outside parties. This includes proprietary or Company-confidential business, financial, personnel or technological information, and any other data of which the employee gained knowledge strictly as a result of his/her employment.

Similarly, employees should not seek to improperly acquire or divulge the

proprietary or confidential information of others.

5. Copyright Compliance

Copyright laws prohibit the copying, distribution, use and display of a copyrighted work without the prior approval of the copyright owner. These restrictions apply to software as well as written material. Unauthorized copying is strictly prohibited.

6. Drug-Free Workplace

It is the policy of MTS to create a drug-free workplace in keeping with the spirit and intent of the Drug-Free ideal. MTS also reserves the right to establish drug and alcohol search and screening procedures consistent with applicable laws. MTS strongly believes that the illegal or inappropriate use of controlled substances is inconsistent with the behavior expected of employees, subjects all employees and visitors to our facilities to unacceptable safety risks and undermines MTS's ability to operate effectively and efficiently. In this connection, the unlawful manufacture, distribution, transfer, possession, sale or use of controlled substances, drugs or alcohol in the workplace or while engaged in MTS business off MTS's premises is strictly prohibited.

To ensure compliance with this policy, MTS may periodically perform:

a. Annual drug testing of a random sample of current employees

b. Reasonable searches of organization premises, including offices and desks

c. Confiscation of prohibited items and substances

Employees who violate any aspect of this policy are subject to disciplinary action up to and including termination.

7. Equal Opportunity

MTS is an equal opportunity employer. MTS has a long-standing record of not

discriminating in employment and opportunity because of race, color, religion, creed, national origin, ancestry, disability, sex, age or veteran status. It is our policy to:

  1. strictly follow employment procedures that will ensure equal opportunity for all people without regard to any protected status or class.

b. Such procedures include compensation, benefits, assignments, and training.

  1. thoroughly investigate instances of alleged discrimination and take corrective action if warranted.

8. E-mail

E-mail, by its nature, is open and difficult to maintain confidential.

All MTS employees should recognize that e-mail messages can be easily transferred and accessed by recipients unknown to them. They can also be easily printed, copied and distributed. E-mail is not company property and thus should not be considered confidential. However, all employees should respect the privacy of others and should not read e-mail messages that are not directed to them unless authorized by the messages' sender or recipient.

9. Internet use

Due to the nature of our business, it is a necessity that some employees have Internet access. Time spent on the Internet should be limited to business-related topics. MTS management prohibits the use of the Internet to solicit employees for any purpose unrelated to MTS business. Additionally, the use of the Internet must be consistent with our Equal Opportunity policies, including its policy on Sexual Harassment. The possession, receiving or sending of pornographic, sexually offensive or other inappropriate materials is strictly prohibited.

10. Harassment Policy

All MTS employees, and particularly managers, have a responsibility for keeping the work environment free of harassment. Any employee who becomes aware of an incident of harassment, whether by witnessing the incident or being told of it, must report it to their immediate manager or any management representative with whom they feel comfortable. When management becomes aware that harassment might exist, he or she shall take prompt and appropriate action.

Any incidents of harassment must be immediately reported to a manager or other management representative. All reports are promptly investigated with due regard for the privacy of everyone involved. Any employee found to have harassed a fellow employee or subordinate is subject to disciplinary action or discharge. MTS will also take any additional action necessary to appropriately remedy the situation. Every employee has the responsibility to report incidents of harassment to management or other company representatives.

11. Nepotism Policy

Employees who marry or establish a close personal relationship may continue

employment as long as it does not create a conflict of interest. If such occurs, attempts will be made to find a suitable alternative position within the Company. If no alternative position can be found, one of the employees will be asked to submit a resignation.

12. Outside employment

Employees may not engage in activities which conflict with MTS business interests or impede their job performance at MTS. Any employee wishing to obtain employment outside of MTS in an area that conflicts with the Company interests must first obtain written approval from General Manager. Questions about the application of this policy should be addressed to General Manager.

13. Procurement Integrity

MTS prohibits competing contractors and subcontractors from engaging in the following activities: soliciting or discussing post-employment or business opportunities with a procurement official; offering money, a gratuity or anything else of value to a procurement official; soliciting or obtaining proprietary or source selection information from any government employee. All MTS employees are required to follow these regulations.

14. Political Affiliation

The Company, on occasion, may take a position on matters affecting our business. However, MTS generally does not affiliate itself with any public issue, political party or candidate.

15. Security

Security plays a vital role in many of MTS business operations. All MTS employees and contractors are responsible for complying with the security policies of MTS.

 

VIOLATION

Violations of this Code of Ethical Conduct should be immediately reported to an

Employee’s direct supervisor. If an employee feels that he/she is not receiving an appropriate response at any level of supervision, he/she may pursue a satisfactory answer through the next higher level of supervision. At any time, an employee may communicate anonymously with the General Manager. Employees who disclose suspected wrongdoing will not be retaliated against at anytime.

DISCIPLINE

Violations of MTS Code of Ethical Conduct could result in harm to the Company,

its customers and its employees. Therefore, failure to comply with the standards in this Code or the appropriate government regulation may result in according

disciplinary action by MTS ranging from an oral warning to discharge for

cause. Violations may also result in civil and/or criminal penalties against the

Company and/or the individuals involved.

Principles of fairness and dignity will be applied to the investigation of all suspected code of ethics violations. Any employee charged with a violation of the Code will be afforded an opportunity to explain his or her actions before disciplinary action is taken by MTS

(c)opyright Merito Technical Services Ltd.

 

MERITO TECHNICAL SERVICES LTD.

69 TONG YAN SAN TSUEN ROAD, YUEN LONG, NT, HONG KONG  tel:2443-1505  fax:2470-9452  eMail: merito@netvigator.com