Code of Ethics and Business Conduct of Lockheed Martin
Corporation
United States Department of Labour
Introduction
Treat in an Ethical Manner Those to Whom Lockheed Martin Has an
Obligation
Obey the Law
Promote a Positive Work Environment
Work Safely: Protect Yourself and Your Fellow Employees
Keep Accurate and Complete Records
Record Costs Properly
Strictly Adhere to All Antitrust Laws
Know and Follow the Law When Involved in International Business
Follow the Rules in Using or Working with Former Government Personnel
Follow the Law and Use Common Sense in Political Contributions and
Activities
Carefully Bid, Negotiate, and Perform Contracts
Avoid Illegal and Questionable Gifts or Favors
Steer Clear of Conflicts of Interest
Maintain the Integrity of Consultants, Agents, and Representatives
Protect Proprietary Information
Obtain and Use Company and Customer Assets Wisely
Do Not Engage in Speculative or Insider Trading
For More Information:
Warning Signs
Quick Quiz
Our Goal: An Ethical Work Environment
Introduction
Dear Colleague:
This booklet, Setting the Standard, has been adopted by the Lockheed
Martin Board of Directors as our Company's Code of Ethics and Business Conduct. It
summarizes the virtues and principles that are to guide our actions in business. We expect
our agents, consultants, contractors, representatives, and suppliers to be guided by them
as well.
There are numerous resources available to assist you in meeting the
challenge of performing your duties and responsibilities. There can be no better course of
action for you than to apply common sense and sound judgment to the manner in which you
conduct yourself. However, do not hesitate to use the resources that are available
whenever it is necessary to seek clarification.
Lockheed Martin aims to "set the standard" for ethical
business conduct. We will achieve this through six virtues: Honesty, Integrity, Respect,
Trust, Responsibility, and Citizenship.
Honesty: to be truthful in all our endeavors; to be
honest and forthright with one another and with our customers, communities, suppliers, and
shareholders.
Integrity: to say what we mean, to deliver what we
promise, and to stand for what is right.
Respect: to treat one another with dignity and fairness,
appreciating the diversity of our workforce and the uniqueness of each employee.
Trust: to build confidence through teamwork and open,
candid communication.
Responsibility: to speak up - without fear of retribution
- and report concerns in the work place, including violations of laws, regulations and
company policies, and seek clarification and guidance whenever there is doubt.
Citizenship: to obey all the laws of the United States
and the other countries in which we do business and to do our part to make the communities
in which we live better.
You can count on us to do everything in our power to meet Lockheed
Martin's standards. We are counting on you to do the same. We are confident that our trust
in you is well placed and we are determined to be worthy of your trust.
June 1996
Treat in an Ethical Manner Those to Whom Lockheed
Martin Has an Obligation
We are committed to the ethical treatment of those to whom we have an
obligation.
For our employees we are committed to honesty, just
management, and fairness, providing a safe and healthy environment, and respecting the
dignity due everyone.
For our customers we are committed to produce reliable
products and services, delivered on time, at a fair price.
For the communities in which we live and work we are
committed to acting as concerned and responsible neighbors, reflecting all aspects of good
citizenship.
For our shareholders we are committed to pursuing sound
growth and earnings objectives and to exercising prudence in the use of our assets and
resources.
For our suppliers we are committed to fair competition
and the sense of responsibility required of a good customer.
Obey the Law
We will conduct our business in accordance with all applicable laws and
regulations. The laws and regulations related to contracting with the United States
government are far reaching and complex, thus placing burdens on Lockheed Martin that are
in addition to those faced by companies without extensive government contracts. Compliance
with the law does not comprise our entire ethical responsibility. Rather, it is a minimum,
absolutely essential condition for performance of our duties.
Promote a Positive Work Environment
All employees want and deserve a work place where they feel respected,
satisfied, and appreciated. Harassment or discrimination of any kind and especially
involving race, color, religion, gender, age, national origin, disability, and veteran or
marital status is unacceptable in our work place environment.
Providing an environment that supports the honesty, integrity, respect,
trust, responsibility, and citizenship of every employee permits us the opportunity to
achieve excellence in our work place. While everyone who works for the Company must
contribute to the creation and maintenance of such an environment, our executives and
management personnel assume special responsibility for fostering a context for work that
will bring out the best in all of us.
Work Safely: Protect Yourself and Your Fellow
Employees
We are committed to providing a drug-free, safe, and healthy work
environment. Each of us is responsible for compliance with environmental, health, and
safety laws and regulations. Observe posted warnings and regulations. Report immediately
to the appropriate management any accident or injury sustained on the job, or any
environmental or safety concern you may have.
Keep Accurate and Complete Records
We must maintain accurate and complete Company records. Transactions
between the Company and outside individuals and organizations must be promptly and
accurately entered in our books in accordance with generally accepted accounting practices
and principles. No one should rationalize or even consider misrepresenting facts or
falsifying records. It is illegal, will not be tolerated, and will result in disciplinary
action.
Record Costs Properly
Employees and their supervisors are responsible for ensuring that labor
and material costs are accurately recorded and charged on the Company's records. These
costs include, but are not limited to, normal contract work, work related to independent
research and development, and bid and proposal activities.
Strictly Adhere to All Antitrust Laws
Antitrust is a blanket term for strict federal and state laws that
protect the free enterprise system. The laws deal with agreements and practices "in
restraint of trade" such as price fixing and boycotting suppliers or customers, for
example. They also bar pricing intended to run a competitor out of business; disparaging,
misrepresenting, or harassing a competitor; stealing trade secrets; bribery, and
kickbacks.
Antitrust laws are vigorously enforced. Violations may result in severe
penalties such as forced sales of parts of businesses and significant fines for the
Company. There may also be sanctions against individual employees including substantial
fines and prison sentences. These laws also apply to international operations and
transactions related to imports into and exports from the United States. Employees
involved in any dealings with competitors are expected to know that U.S. and foreign
antitrust laws may apply to their activities and to consult with the Legal Department
prior to negotiating with or entering into any arrangement with a competitor.
Know and Follow the Law When Involved in
International Business
The Foreign Corrupt Practices Act (FCPA), a federal statute, prohibits
offering anything of value to foreign officials for the purpose of improperly inßuencing
an official decision. It also prohibits unlawful political contributions to obtain or
retain business. Finally, it prohibits the use of false records or accounts in the conduct
of foreign business. Employees involved in international operations must be familiar with
the FCPA. You must also be familiar with the terms and conditions of 1976 Securities and
Exchange Commission and Federal Trade Commission consent decrees resulting from past
issues. The FCPA and the consent decrees govern the conduct of all Lockheed Martin
employees throughout the world.
If you are not familiar with documents or laws, consult with the Legal
Department prior to negotiating any foreign transaction.
International transfers of equipment or technology are subject to other
U.S. Government regulations like the International Traffic and Arms Regulations (ITAR),
which may contain prior approval and reporting requirements. If you participate in this
business activity, you should know, understand, and strictly comply with these
regulations.
It may be illegal to enter into an agreement to refuse to deal with
potential or actual customers or suppliers, or otherwise to engage in or support
restrictive international trade practices or boycotts.
It is also important that employees doing business in foreign countries
know and abide by the laws of those countries.
Follow the Rules in Using or Working with Former
Government Personnel
U.S. government laws and regulations governing the employment or
services from former military and civilian government personnel prohibit conflicts of
interest ("working both sides of the street"). These laws and rules must be
faithfully and fully observed.
Follow the Law and Use Common Sense in Political
Contributions and Activities
Federal law prohibits corporations from donating corporate funds,
goods, or services - directly or indirectly - to candidates for federal offices. This
includes employees' work time. As a matter of policy we will not make political
contributions in foreign countries.
Carefully Bid, Negotiate, and Perform Contracts
We must comply with the laws and regulations that govern the
acquisition of goods and services by our customers. We will compete fairly and ethically
for all business opportunities. In circumstances where there is reason to believe that the
release or receipt of non- public information is unauthorized, do not attempt to obtain
and do not accept such information from any source.
Appropriate steps should be taken to recognize and avoid
organizational conflicts in which one business unit's activities may preclude the pursuit
of a related activity by another Company business unit.
If you are involved in proposals, bid preparations, or contract
negotiations, you must be certain that all statements, communications, and representations
to prospective customers are accurate and truthful. Once awarded, all contracts must be
performed in compliance with specifications, requirements, and clauses.
Avoid Illegal and Questionable Gifts or Favors
To Government Personnel:
Federal, state and local government departments and agencies are governed by laws and
regulations concerning acceptance by their employees of entertainment, meals, gifts,
gratuities, and other things of value from firms and persons with whom those departments
and agencies do business or over whom they have regulatory authority. It is the general
policy of Lockheed Martin to strictly comply with those laws and regulations. With regard
to all federal Executive Branch employees and any other government employees who work for
customers or potential customers of the Corporation, it is the policy of Lockheed Martin
to prohibit its employees from giving them things of value. Permissible exceptions are
offering Lockheed Martin advertising or promotional items of nominal value such as
a coffee mug, calendar, or similar item displaying the Company logo, and providing
modest refreshments such as soft drinks, coffee, and donuts on an occasional basis in
connection with business activities. "Nominal value" is $10.00 or less. (Note:
Even though this policy may be more restrictive than the U.S. Government's own policy with
regard to federal Executive Branch employees, this policy shall govern the conduct of all
Lockheed Martin employees.) Legislative, judicial, and state and local government
personnel are subject to different restrictions; both the regulations and Corporate
Policies pertaining to them must be consulted before courtesies are offered.
To Non-Government Personnel:
As long as it doesn't violate the standards of conduct of the recipient's organization,
it's an acceptable practice to provide meals, refreshments, and entertainment of
reasonable value in conjunction with business discussions with non-government personnel.
Gifts, other than those of nominal value ($50.00 or less), to private individuals or
companies are prohibited unless specifically approved by the appropriate Ethics Officer or
Corporate Office of Ethics and Business Conduct.
To Foreign Government Personnel and Public Officials:
The Company may be restricted from giving meals, gifts, gratuities, entertainment, or
other things of value to personnel of foreign governments and foreign public officials by
the Foreign Corrupt Practices Act and by laws of foreign countries. Employees must discuss
such situations with the Legal Counsel and consult the Hospitality Guidelines (maintained
by the Legal Department) prior to making any gifts or providing any gratuities other than
advertising items.
To Lockheed Martin Personnel:
Lockheed Martin employees may accept meals, refreshments, or entertainment of nominal
value in connection with business discussions. While it is difficult to define
"nominal" by means of a specific dollar amount, a common sense determination
should dictate what would be considered lavish, extravagant, or frequent. It is the
personal responsibility of each employee to ensure that his or her acceptance of such
meals, refreshments, or entertainment is proper and could not reasonably be construed in
any way as an attempt by the offering party to secure favorable treatment.
Lockheed Martin employees are not permitted to accept funds in any
form or amount, or any gift that has a retail or exchange value of $20 or more from
individuals, companies, or representatives of companies having or seeking business
relationships with Lockheed Martin. If you have any questions about the propriety of a
gift, gratuity, or item of value, contact your Ethics Officer or the Corporate Office of
Ethics and Business Conduct for guidance.
If you buy goods or services for Lockheed Martin, or are involved in
the procurement process, you must treat all suppliers uniformly and fairly. In deciding
among competing suppliers, you must objectively and impartially weigh all facts and avoid
even the appearance of favoritism. Established routines and procedures should be followed
in the procurement of all goods and services.
Steer Clear of Conflicts of Interest
Playing favorites or having conflicts of interest - in practice or in
appearance - runs counter to the fair treatment to which we are all entitled. Avoid any
relationship, influence, or activity that might impair, or even appear to impair, your
ability to make objective and fair decisions when performing your job. When in doubt,
share the facts of the situation with your supervisor, Legal Department, or Ethics
Officer.
Here are some ways a conflict of interest could arise:
Maintain the Integrity of Consultants, Agents, and
Representatives
Business integrity is a key standard for the selection and retention
of those who represent Lockheed Martin. Agents, representatives, or consultants must
certify their willingness to comply with the Company's policies and procedures and must
never be retained to circumvent our values and principles. Paying bribes or kickbacks,
engaging in industrial espionage, obtaining the proprietary data of a third party, or
gaining inside information or influence are just a few examples of what could give us an
unfair competitive advantage in a government procurement and could result in violations of
law.
Protect Proprietary Information
Proprietary company information may not be disclosed to anyone without
proper authorization. Keep proprietary documents protected and secure. In the course of
normal business activities, suppliers, customers, and competitors may sometimes divulge to
you information that is proprietary to their business. Respect these confidences.
Obtain and Use Company and Customer Assets Wisely
Proper use of company and customer property, facilities, and equipment
is your responsibility. Use and maintain these assets with the utmost care and respect,
guarding against waste and abuse. Be cost-conscious and alert to opportunities for
improving performance while reducing costs. The use of company time, material, or
facilities for purposes not directly related to company business, or the removal or
borrowing of company property without permission, is prohibited.
All employees are responsible for complying with requirements of
software copyright licenses related to software packages used in fulfilling job
requirements.
Do Not Engage in Speculative or Insider Trading
In our role as a U.S. corporation and a major government contractor,
we must always be alert to and comply with the security laws and regulations of the United
States.
It is against the law for employees to buy or sell Lockheed Martin
stock based on "insider" information about or involving the Company. Play it
safe: don't speculate in the securities of Lockheed Martin when you are aware of
information affecting the company's business that has not been publicly released or in
situations where trading would call your judgment into question. This includes all
varieties of stock trading such as options, puts and calls, straddles, selling short, etc.
Two simple rules can help protect you in this area: (1) Don't use non-public information
for personal gain. (2) Don't pass along such information to someone else who has no need
to know.
This guidance also applies to the securities of other companies
(suppliers, vendors, subcontractors, etc.) for which you receive information in the course
of your employment at Lockheed Martin.
For More Information:
In order to support a comprehensive Ethics and Business Conduct
Program, Lockheed Martin has developed education and communication programs in many
subject areas.
These programs have been developed to provide employees with
job-specific information to raise their level of awareness and sensitivity to key issues.
Interactive video training modules and related brochures are planned
to be available on the following topics:
Corporate Policy Statements relating to the above topics can be
accessed via the Lockheed Martin Corporation internal network or obtained from your
supervisor.
Warning Signs - You're On Thin Ethical
Ice When You Hear...
You can probably think of many more phrases that raise warning flags.
If you find yourself using any of these expressions, take the Quick Quiz on the following
page and make sure you are on solid ethical ground.
Quick Quiz - When In Doubt, Ask
Yourself...
If you are still not sure what to do, ask... and keep asking until you
are certain you are doing the right thing.
Our Goal: An Ethical Work Environment
We have established the Office of Vice President - Ethics and Business
Conduct to underscore our commitment to ethical conduct throughout our Company.
This office reports directly to the Office of the Chairman and the
Audit and Ethics Committee of the Board of Directors, and oversees a vigorous
corporate-wide effort to promote a positive, ethical work environment for all employees.
Our Ethics Officers operate confidential ethics helplines at each
operating company, as well as at the corporate level. You are urged to use these resources
whenever you have a question or concern that cannot be readily addressed within your work
group or through your supervisor.
In addition, if you need information on how to contact your local
Ethics Officer - or wish to discuss a matter of concern with the corporate Office of
Ethics and Business Conduct - you are encouraged to use one of the following confidential
means of communication:
When you contact your Company Ethics Officer or the Corporate Office
of Ethics and Business Conduct: