I. Purpose

Princeton Digital Group (or “PDG”) is committed to conducting business in a legal, ethical and socially responsible manner. We expect similar principled conduct from everyone with whom we have commercial dealings.

This Supplier Code of Conduct (or the “Code”) sets forth the basic requirements that we ask our Suppliers to respect and adhere to when conducting business with or on behalf of PDG.

II. Applicability

Suppliers shall include service providers, vendors, manufacturers, dealers, traders, agents, consultants, contractors, sub-contractors, joint venture partners or other third parties who have a business relationship with, sell, seek to sell, provide, seek to provide, any kind of goods or services to PDG.

This Supplier Code of Conduct is applicable to and shall be complied with by all Suppliers globally.

Suppliers shall also ensure that this Code is compiled with by their officers, directors, employees, agents, sub-contractors and other representatives.

III. Principles

Business Integrity

Anti-bribery and corruption:

  • Suppliers shall comply with all applicable domestic and foreign anti-bribery or anti-corruption laws and regulations including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, the U.K. bribery Act of 2010 and the Prevention of Corruption Act (Chapter 241) of Singapore.
  • Suppliers shall not engage in corruption, bribery or any activity which includes taking direct or indirect actions in furtherance of an offer, payment, promise to pay or authorization of the payment of anything of value, including but not limited to cash, checks, wire transfers, tangible and intangible gifts, favours, services, and those entertainment and travel expenses that go beyond what is reasonable and customary and of modest value, to:
  • (i) an executive, official, employee or agent of a governmental department, agency or instrumentality,
  • (ii) a director, officer, employee or agent of a wholly or partially government-owned or – controlled company or business,
  • (iii) a political party or official thereof, or candidate for political office, or
  • (iv) an executive, official, employee or agent of a public international organization (“Government Official”) or any other person; while knowing or having a reasonable belief that all or some portion will be used for the purpose of rewarding or:
    • (a) influencing any act, decision or failure to act by a Government Official in his or her official capacity,
    • (b) inducing a Government Official to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity,
    • (c) inducing any person to use his or her influence to improperly affect any act or decision of such their employer.
    • (d) securing an improper advantage; in order to obtain, retain, or direct business.
  • Suppliers shall ensure that no part of the payments received by them (whether compensation or otherwise) from PDG will be used for any purpose that could constitute to violation of any applicable laws.

Gifts and entertainment:

Suppliers shall not accept / offer on behalf of PDG or offer to PDG’s employees any kind of gifts or personal benefits (monetary or otherwise) which could be perceived as a bribe. In all cases, gifts or entertainment shall not be accepted or offered to improperly influence any business relationship and must not violate applicable laws or ethical standards.

Conflict of interest:

A conflict of interest is a situation in which a Supplier has any interest (financial, personal or otherwise) with any employee / staff of PDG; which could potentially damage PDG’s interest. Any such situation needs to be disclosed to the PDG management. If a Supplier becomes aware of an actual, potential or perceived conflict of interest that may impact its work for or with PDG, it shall notify PDG immediately and depending on the circumstances, place adequate mechanisms to manage the conflict of interest situation.

Competing fairly:

PDG believes in the free market system where merit, quality, price, and other objective aspects are determining factors while conducting business:

  • Suppliers of PDG shall refrain from any unfair competition under applicable anti-trust and competition laws and regulations, whether individually or through other entities or individuals. •
  • Suppliers shall compete honestly, fairly and never participate in anti-competitive practices such as price fixing or bid rigging. Further, Suppliers shall not enter into any agreement(s), formally or informally, to unlawfully restrict competition.

Anti-money laundering and other economic crimes:

PDG has zero tolerance policy towards money laundering, terrorism financing or any other similar crime.

  • Suppliers shall comply with applicable laws, rules and standards on money laundering and terrorist financing, abiding to both the letter and the spirit of those regulations.
  • Suppliers shall not engage or be suspected of having engaged in illegal or unethical activities.

Trade controls:

Suppliers shall know and comply with applicable import-export controls, economic sanctions and anti-boycott laws and shall refrain from carrying out any activities which may reflect as violation of these sanctions and laws by themselves or PDG. Further, Suppliers shall not participate in any other restrictive trade practices.

Confidentiality:

  • Suppliers shall consider all information received / accessed in relation to PDG, its business, affiliates, projects, vendors, clients and other third parties as confidential information and shall not disclose the same without prior written consent from PDG.
  • Suppliers shall apply reasonable security measures to protect confidential information from unauthorised and unlawful access, use, disclosure, alteration, loss, damage and destruction.
  • Suppliers shall handle and disclose the confidential information that they obtain during their relationship with PDG, only as authorised and directed by PDG and as required by applicable laws and regulations.
  • If the Supplier believes it has been given access to confidential information in error, the Supplier should immediately notify PDG of such access, and refrain from further distribution of the information.

Data protection:

Supplier shall comply with all applicable Data Protection and Information Security laws and regulations.

Intellectual property rights:

Suppliers shall ensure that they do not infringe on any intellectual property rights or copyrights of PDG.

Insider trading:

Suppliers shall not engage in insider trading or support the same. In addition, Suppliers may not induce anyone, by giving advice or in any other manner, to undertake such insider trading.

Financial controls:

Suppliers are expected to:

  • Keep accurate, complete, fair, timely, transparent, and understandable financial and operational books, records, and accounts, and a system of effective internal records.
  • Create, retain and dispose of business records in accordance with applicable legal and contractual requirements.

PDG name and brand:

Suppliers shall not use the name of PDG, PDG’s logo, or the name or logo of any division, subsidiary or project of PDG or PDG’s trademarks and service marks without the prior written approval of PDG.

Standards for Responsible Supply Chain

The PDG Responsible Supply Chain Standard incorporates standards on human rights, labour rights and environmental, and anti-corruption principles as set out in the UN Global Compact – which is derived from the Universal Declaration on Human Rights, the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work, the Rio Declaration on Environment and Development, and the United Nations Convention against Corruption and the UN Guiding Principles on Business and Human Rights.

Suppliers shall comply with the PDG Responsible Supply Chain Standard:

Legal and compliance:

PDG Supplier Code of Conduct Suppliers shall operate in compliance with all applicable environmental, labour, and anti-corruption laws and regulations of the countries in which they operate, manufacture or conduct business.

Environment:

Suppliers with significant environmental impacts shall maintain an effective environmental policy and/or environmental management system that supports environmental protection, prevention of pollution and prudent management of natural resources. Suppliers shall reduce the impact of their products and services on the environment and on communities and make reasonable efforts to meet industry best practice and standards with respect to the reduction of and reporting about energy use and greenhouse gas emissions.

Human rights and modern slavery:

Suppliers are subject to the PDG Modern Slavery Policy. Suppliers must conduct their business in a way that upholds human rights and shall not practice any form of modern slavery such as servitude, forced or compulsory labor, trafficking, or child labour. Suppliers shall not employ children under the age as defined by the International Labour Organization conventions or by national law, which is highest. Suppliers are also expected to establish effective procedures to identify, prevent, mitigate, and be accountable for modern slavery and other human rights impacts within their operations and supply chains, and are obliged to inform PDG if they become aware of any incidents of modern slavery within their operations or supply chains.

Non-discrimination:

Suppliers shall provide equal opportunity and advancement opportunities for all employees regardless of age, colour (dis)ability, ethnicity/race, gender, gender identity, marital status, pregnancy/maternity, national origin, sexual orientation or religion.

Compensation and benefits:

Suppliers shall provide wages and benefits that comply with any applicable law, and which match prevailing local practices.

Hours of work:

Suppliers shall ensure that their employees are not required to work more than the local legal limits on regular and overtime hours.

Freedom of association:

Suppliers shall recognize and respect the right of their employees to freely associate and collectively bargain within the boundaries of the applicable law.

Humane treatment:

Suppliers shall treat their employees with respect and dignity and provide a work environment free of harassment, intimidation and bullying. Suppliers shall protect employees in raising concerns about business conduct.

Health and safety:

PDG expects Suppliers to provide a healthy and safe working conditions for workers and relevant stakeholders. Suppliers shall strive to protect workers from hazards and risks embedded in health and safety good practices during their operations. Suppliers shall integrate the following requirements into their business processes:

  • Compliance with occupational health and safety laws and regulations. Suppliers shall comply with all applicable health and safety laws and regulations. Suppliers shall identify, evaluate, and mitigate hazards and risks, workers are exposure throughout operations. These includes chemical, biological, physical, and ergonomic stressors, electrical and other energy sources, fire, vehicles, fall hazards, and physically demanding work. Mitigation measures may include eliminating the hazard, substituting processes, implementing design engineering and/or administrative controls, conducting maintenance regime, inspections and safe work procedures, and providing health and safety guidance and training to relevant stakeholders. Where these means cannot adequately mitigate hazards, Suppliers shall provide workers with appropriate personal protective equipment free of charge, training on when and how to use the equipment correctly, and information about any potential risks and hazards to workers that are exposed to. Suppliers shall identify working conditions that pose a risk to pregnant or nursing women and take reasonable steps to remove or mitigate these risks, inform them of any potential hazards, and provide reasonable accommodations.
  • Occupational injury and illness. Suppliers shall track, manage, report, document, implement prevent measures on all occupational injury and illness, including encouraging worker’s reporting without the threat of discipline, dismissal or retaliation. Accidents/incidents are to be classified, recorded, investigated, analyze, reviewed and provide corrective and preventive actions shall be implemented to eliminate harm and future re-occurrence. Supplier shall provide medical transport and treatment to work-related injury/illness. Suppliers shall track hours and days away from work related injuries/illnesses. This information shall be provided to PDG upon request.
  • Emergency preparedness. Suppliers shall identify, plan and prepare for potential emergencies. Suppliers shall implement emergency response plan, when necessary, provide contact information for emergency responders, and provide guidance to workers on emergency response procedures, including emergency reporting, worker notification and evacuation, drills, fire detection and suppression equipment, exit facilities, and recovery plans. Suppliers shall be responsible for accounting workers and recovery during an emergencies. Emergency drills shall be conducted at least annually or as required by local law, determined by whichever policy is more stringent. In cases where Suppliers operate in PDG’s Operation space, Suppliers shall align and conform the emergency plan with PDG’s emergency plan and requirements.
  • Plant and machine safeguarding. Suppliers shall regularly evaluate, inspect plant and machinery for safety hazards to workers, and where appropriate, provide properly maintained plant and machinery controls (e.g., physical guards, interlocks, stop devices, etc.) or as required by applicable local law and regulation.
  • Physically demanding work. Suppliers shall identify, evaluate and control worker’s exposure to the hazards of physically demanding tasks, including manual material handling and heavy or repetitive lifting, prolonged standing, and highly repetitive or forceful assembly tasks.
  • Sanitation, food, and housing. Suppliers shall provide workers with ready access to clean toilet, potable water, sanitary food preparation, storage, and dining area. If Suppliers provide workers with dormitories or housing, those facilities shall be clean and safe with adequate personal space, fire protection and prevention measures, reasonable entry and exit privileges, emergency egresses, ventilation, adequate lighting, and water for bathing and showering.
  • Documentation. Suppliers will maintain adequate records of required training, risk assessments, hazard analysis, safety data sheets, and notifications or violations as required by applicable health and safety regulations and industry best practices. Suppliers will also maintain documentation of their health and safety management systems, plan and/or programs for injury and illness prevention and emergency action plans as appropriate based on their activities. Suppliers will maintain records documenting work-related incidents and injuries, including total number of work related illness and injuries, injury rates, and days away from work related to work-related injuries and/or illnesses. This information must be provided to PDG upon request.

IV. Communication and Monitoring

  • We expect our Suppliers to take appropriate steps to communicate this Code to their officers, directors, employees, agents, sub-contractors and other representatives.
  • Suppliers shall allow PDG to check compliance upon request and reasonable notice.
  • Suppliers shall promptly notify PDG of any circumstances affecting compliance with or breaches of this Code including those involving their officers, directors, employees, agents, sub-contractors and other representatives.

V. Event of Violation

If a Supplier is in breach of this policy, PDG may require the Supplier to implement a corrective action plan to cure the non-compliance within a specified time period. If the Supplier fails to meet the corrective action plan commitment, PDG may terminate the current and future business relationship, including, but not limited to, cancellation of all existing orders between PDG and Supplier. PDG reserves the right to hold the Supplier responsible for reasonable costs of investigating any non-compliance.