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indicate illegal or unethical behavior and to act appropriately and in a timely manner to prevent improper conduct." —Gerber Scientific, Inc. Code of Business Conduct and Ethics
In order to enable the ongoing application of the above objectives excerpted from the Gerber Scientific, Inc. Code of Business Conduct and Ethics, the Audit and Finance Committee of the Company's Board of Directors has established the following procedures for (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, and alleged violations of the Company's Code of Business Conduct and Ethics, and Financial Code of Conduct and Ethics for Chief Executive Officer and Senior Financial Officers (the "Codes"), and (2) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Company's Audit and Finance Committee will oversee treatment of all complaints. This policy is intended to supplement the existing Codes.
This policy applies to all complaints submitted to the Company. When practical, employees should discuss their concerns with management. However, the Company recognizes that there are occasions when concerns are so sensitive that one may not feel at ease going directly to management, but would be more comfortable raising concerns in a confidential manner. This policy is also designed to facilitate such confidential reporting.
SCOPE
These procedures relate to any complaint alleging a violation of the Company's Codes. In accordance with Section 301 of the Sarbanes-Oxley Act of 2002, certain procedures have been designed specifically to address all complaints regarding accounting, internal accounting controls or auditing matters, including the confidential, anonymous submission by employees of complaints regarding questionable accounting or auditing matters, such as the following:
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improper expenditure of Company funds;
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improper use of Company property;
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any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified accountant engaged in the performance of an audit of the financial statements of the Company for the purpose of rendering such financial statements materially misleading;
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destroying or tampering with any record, document or tangible object with the intent to obstruct a pending or contemplated audit, review or federal investigation;
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fraud or deliberate error in the recording and maintaining of financial records of the Company in accordance with generally accepted accounting principles and all regulatory requirements that apply to a multinational, U.S. publicly traded company;
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deviation from full and fair reporting of the Company's financial condition, results of operations or cash flows; or
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lack of compliance with the Company's system of internal accounting controls.
Any employee of the Company may submit a good faith complaint regarding such accounting, internal accounting control or auditing matters, or any violation of the Company's Codes, to the management of the Company without fear of dismissal or retaliation of any kind.
REPORTING COMPLAINTS
Anyone who has concerns regarding any violations of the Company's Codes and, specifically, any accounting, internal accounting controls or auditing matters, may report their concerns as follows.
Internet: www.ethicspoint.com
Gerber Gateway (Intranet)
Telephone: Confidential Employee Hotline @ 1-866-ETHICSP (1-866-384-4277)
(outside U.S., click here for a listing of international telephone numbers)
Mail: Gerber Scientific, Inc.
Office of the General Counsel
83 Gerber Road West
South Windsor, CT, USA 06074
(860)644-1551
or
Gerber Scientific, Inc.
Director, Corporate Audit
South Windsor, CT, USA 06074
(860)644-1551
Complaints may be reported on a confidential or anonymous basis through any of the above options with the exception of the Gerber Intranet/Network, which uses a firewall password that logs activity by computer I.D. and web site address. To ensure confidentiality and anonymity when filing a report:
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Employees should not access the www.ethicspoint.com web site from the Gerber Intranet/Network, but rather use a personal computer or outside internet portal.
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Telephone calls made to the Confidential Employee Hotline should be made from outside the Company.
The Confidential Employee Hotline and www.ethicspoint.com are staffed by independent, third-party resources. Reports placed at www.ethicspoint.com are protected by the latest encryption technology and screen names or computer addresses are not captured or tracked by the vendor. The vendor does not generate or maintain any internal connection logs with IP addresses, so no information linking an employee’s personal computer to the vendor is available. Reports filed using the Confidential Employee Hotline will also be entered into the computer system by the service provider.
After filing a report utilizing one of the third-party options described above, the individual filing the report will be asked to create a password and receive a system-generated report key, both of which will be needed to return to the third-party system to amend reports or to see if the Company has any follow-up questions or requests, while still maintaining anonymity.
All complaints reported through the third party service provider will be forwarded to the Director of Corporate Audit, preserving the anonymity of those who request anonymity. In addition, the third party provider will provide a monthly report of complaints that it has received to the Director of Corporate Audit, the General Counsel, the Chairman of the Board of Directors of the Company, and the Chairman of the Audit and Finance Committee of the Board. The Director of Corporate Audit is designated as the Corporate Compliance Officer and will be responsible for reviewing all complaints submitted from any source.
HANDLING COMPLAINTS
Upon receipt of a complaint, the Director of Corporate Audit will determine the nature of the complaint and handle it as follows:
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Complaints relating to accounting, internal accounting controls or auditing matters will be forwarded to the Chairman of the Audit and Finance Committee. The Audit and Finance Committee may delegate the investigation of complaints regarding accounting, internal accounting controls or auditing matters to the General Counsel, the Director of Corporate Audit, or such other persons as the Audit and Finance Committee determines to be appropriate, including but not limited to external legal counsel and external auditors. Delegation decisions will be made on a case-by-case basis, taking into consideration the nature and the significance of the complaint.
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Complaints relating to any other matters will be reviewed by the Director of Corporate Audit. If the Director of Corporate Audit determines that the complaint relates to a violation of the Company's Codes, the Director of Corporate Audit will refer such complaint to the General Counsel, who may delegate the investigation of the complaint in the same manner and to the same person(s) as are available to the Audit and Finance Committee. The General Counsel will oversee any such investigation, unless otherwise determined by the Audit and Finance Committee. Complaints which the Director of Corporate Audit determines are not related to a violation of the Codes will be referred to the appropriate internal Company department for resolution.
The person(s) investigating any complaint will report to the Audit and Finance Committee in a timely manner all findings of fact, conclusions and proposed recommendations for remedial actions, if any. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit and Finance Committee or the General Counsel, as applicable. The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against an employee in the terms and conditions of employment because of any lawful act done by the employee with respect to (i) good faith reporting of complaints regarding accounting, internal accounting controls or auditing matters, (ii) good faith reporting of any violation of the Company's Codes, or (iii) the provisions of Section 806 of the Sarbanes-Oxley Act of 2002 regarding protection of employees of publicly traded companies who provide evidence of fraud.
REPORTING AND RETENTION OF COMPLAINTS AND INVESTIGATIONS
The Director of Corporate Audit will maintain a log of all complaints, tracking their receipt, investigation and resolution, and shall prepare a periodic summary report thereof for the Audit and Finance Committee. Copies of complaints and such log will be maintained in accordance with the Company's Records Retention Policy.
Copies of all complaints will be provided to the Audit and Finance Committee upon request.
June 2004 |
