Business Code of Conduct

SixAxis, “the Company”, is committed to the highest ethical and business standards and is committed to upholding all federal and state laws and regulations related to our business practices. This Code will provide the framework whereby each employee shall (i) refrain from involvement in illegal, unethical, or otherwise improper acts, (ii) refrain from any action he or she believes is in violation of any statute, rule, or regulation, (iii) immediately report any potential or suspected violations of this policy or the law, (iv) be open and honest in his or her business relationships with other employees, officers, agents and clients of the Company, and (v) take responsibility for his or her actions. Beyond legal compliance, the Company expects its employees to behave at all times in an ethical and professional manner. 

Purpose and Scope 

The purpose of this Code is to set forth the Company’s expectation for ethical conduct and to provide guidance for employees. This Code is a public statement regarding our expectations for all persons and constituencies impacted by the Company’s business activities.

This Code applies to all employees, officers and directors (referred to here collectively as “employees”). All third-party consultants, partners and suppliers are equally expected to adhere to this Code in all their dealings with or on behalf of the Company. We must ensure that they are aware of the contents of the Code, either by providing them with a copy or by referring them to its dedicated page on our website

Although the Company may not be able to require adherence to the Code in every joint venture and related company in which it participates, the principles expressed in this document are universal and we should encourage its use in our partner organizations. 

Compliance with Laws and Regulations 

As a preliminary matter, Company employees and representative third parties are responsible for complying with all applicable laws and regulations wherever we do business. This Code of Conduct is designed to reflect – and surpass – the standards for ethical conduct set forth in applicable law and regulations. These standards are set forth the two subsequent sections: I) Conduct in the Workplace, and II) Conduct in the Marketplace. 

The Company’s Department of Legal Affairs is responsible for informing company management and employees of applicable laws and regulations, and for providing advice on compliance programs. As this Code impacts a broad range of Company activities and is intended only as a general statement of policy, separate policies will be issued from time to time to deal with specific areas. 

Resources for Employees 

SixAxis is dedicated to providing its employees with the tools they need to make ethical business decisions. This Code is extensive – but it cannot address every situation that employees will face. The Company relies on its employees to exercise good judgment and to seek help when they have questions or concerns that are not addressed here. 

Employees are required to review, understand, and abide by the Code, and to affirm that they have read and understand the Code in the annual certification process. In addition to this Code and related policies, employee training will be conducted on specific areas.


All employees have a responsibility for promptly reporting any issue or concern that they believe, in good faith, may constitute a violation of this Code or Company policy. We also encourage you to come forward if you encounter a situation that “just does not feel right.” If you become aware of activities that are improper, prohibited by the Code, or possibly illegal, it is your responsibility to report those activities to the Company. You can make a report anonymously, or to management outside of your immediate office or department. 

You have several options available to you for voicing your concerns. 

  • Start by talking with your supervisor or Human Resources representative. Since they may be your closest link to an issue, they can act as a good resource to resolve any potential problems;
  • Employees are also encouraged to contact the Department of Legal Affairs directly to make it as convenient as possible to send questions, concerns and comments. This Code strictly prohibits retaliation against employees who report improper conduct. 

Disciplinary Actions 

Violations of this Code of Conduct or applicable laws are subject to disciplinary action which can include reprimand, probation, suspension or termination, as well as legal action if appropriate. 

Policy Against Retaliation 

The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. Any reprisal or retaliation against an employee because the employee, in good faith, sought help or filed a report will be subject to disciplinary action, including potential termination of employment. 

SixAxis is guided by the principles of non-discrimination, respect for human rights, and individual freedoms. Mutual respect is central to a harmonious and productive workplace, where the rights of employees are upheld. All employees have a right to work free of intimidation, discrimination, or coercion of any kind. 

SixAxis employment policies can be found in the Employee Handbook. The following sections provide examples of how the policies in the Handbook may apply to business conduct and are not meant to contradict the policies set forth in the Handbook, which govern employee conduct. 

Environmental Health and Safety (“EH&S”) 

The Company is committed to protecting and promoting the environment as well as the health and safety of our employees and the community in which we operate. All employees are expected to be familiar with Company EH&S policies, procedures and practices. Furthermore, employees must: 

  • Take responsibility for our environment, personal health and safety and that of our co- workers;
  • Identify hazards, assess risks and then, whenever possible, initiate corrective action and bring the matter to the attention of management;
  • Promptly report EH&S incidents (such as spills, non-compliant emissions, occupationally- related injuries and illness, etc.) to local management to permit investigation of causes and initiation of corrective and preventive measures;
  • Promptly report EH&S incidents to the appropriate authorities as required by applicable law and regulation. 

Drugs and Alcohol 

The Company is committed to providing a work environment free of illegal drugs and alcohol. Substance abuse poses health and safety risks both to the abuser and to his or her fellow employees. 

If you believe that you have a problem with drugs and/or alcohol or other mental or emotional health issues, the HR Department can put you in touch with SixAxis’s confidential Employee Assistant Services. 

E-mail and Internet Usage 

E-mail and Internet systems are provided primarily for business use. E-mail is not entirely secure and may be susceptible to interception. It also creates a permanent record. Any e-mail you send may be printed by the recipient and forwarded to others. It is also retained on the computer for a substantial period of time. Company employees should exercise the same care, caution and etiquette in sending e-mail messages as they would use in normal written business communications. 

All electronic systems are the property of the Company and there is no right to privacy in any material created, received or sent on the Company systems. The Company reserves the right to monitor Internet and e-mail usage and to filter or block objectionable content. Be aware that personal communications via company email accounts may lose any privilege or confidentiality that would otherwise attach. 

The origination or communication of offensive, hostile, malicious, unlawful or abusive material, not in keeping with Company values, is prohibited. Only Company standard hardware and 

software will be supported, and the Company reserves the right to remove any software or hardware that is not appropriately licensed, supported or that disrupts network/system performance. All personal computers which are connected to the Company network must employ standard virus protection software. 

Document Retention 

The Company’s Document Retention policy is available for review by all employees on the Company Sharepoint site at  SOP-HR-RecRetention Document Retention Policy.docx. The Company has procedures in place to help effectively and efficiently manage documentation and email so that we are compliant with legal and business requirements. Employees should also follow any instructions from the Department of Legal Affairs or IT regarding document management and retention. 

Preservation of Corporate Assets 

Company property is for Company use. Every employee has the duty to preserve the company’s assets, property, plants and equipment. Employees may not use Company property for their personal use. Use of Company credit cards or other funds for non-essential business-related expenses is also prohibited. We are all stewards of the Company’s assets, including funds. 

Some activities, such as obtaining additional training or education, may have benefits to the Company as well as the individual employee. The distinction between personal and professional use may be difficult to establish in some circumstances. Accordingly, it is important that any use of Company property or services that is not solely for the benefit of the Company be approved in advance by a supervisor. 

Any suspected fraud or theft by employees must be reported. 

Proprietary Information and Trade Secrets 

All SixAxis employees are required to execute an Employee Confidentiality and Nonsolicitation Agreement (“Agreement”) governing obligations around trade secrets, confidential information and intellectual property. Please refer to the Agreement for employee’s specific obligations. 

Generally speaking, non-public, proprietary or confidential information and technology, trade secrets, financial and operational plans or data of the Company must be protected and are not to be disclosed to persons inside or outside of the Company except with proper authorization or in accordance with established policies and procedures. 

A trade secret can be any financial, commercial or technical information which is valuable to the Company and would be valuable to the Company’s competitors if they knew it. Such information might include, but is not limited to: a formula; business and marketing plans; customer specifications; acquisition plans; financial data; plans for or results of research and development; clinical and field testing; manufacturing methods and apparatus; cost figures; potential new products; computer information and software; and special techniques unique to the Company. 

No unlawful or improper means may be used to acquire confidential or proprietary information from any competitor, supplier or customer. 

Use of Social Media 

Be respectful and professional when using social media tools. With the rise of websites like Facebook, Twitter, Instagram, and LinkedIn, the way in which employees can communicate internally and externally continues to evolve. The Company encourages employees to learn about and use these social medias tools because they can promote teamwork and collaboration. The Company also expects its employees to exercise judgment in their internal and external communications relating to the Company. Employees should: 

  • Communicate in a respectful and professional manner;
  • Avoid disclosing the Company’s or any customer’s proprietary information;
  • Keep applicable policies and regulations in mind. 

Most countries have laws prohibiting business practices that interfere with competition. These laws are designed to prevent businesses from setting prices to keep other players out of the market, employees from trading nonpublic information for their own benefit, and anyone from offering bribes or other corrupt payments to obtain an unfair advantage. 

The Company abides by these laws, and employees must avoid conduct that would suggest or appear to run afoul of the law. The following section of the Code sets forth the basic principles that employees should follow to respect and surpass the standards set forth in applicable laws. Please contact the Department of Legal Affairs with any questions about how these laws apply to you. 


The Company is committed to conducting business fairly, honorably, and with integrity. Bribes and corrupt payments are strictly prohibited. The principles embodied in this section of the Code are designed to prevent corrupt activities in any form – be it in the context of interactions with private companies or government entities. Employees must also be familiar with the Company’s Anticorruption and Money Laundering Policy which sets forth the Company’s policy in detail. 


Federal and state antitrust laws govern the relationships between competitors and are generally designed to maintain and promote competition in the marketplace. It is a felony to violate antitrust laws, and punishment can result in imprisonment and fines. Violation of antitrust laws can also have a devastating impact to both the Company’s and the employee’s business reputations. 

In order to ensure that the Company is acting independently and in its own interest in all commercial situations affecting the competitive conditions of trade, as well as to avoid practices that restrict competition, employees must observe the following rules: 

  • Do not enter into any agreement or tacit understanding with our competitors. 
  • When participating in joint ventures and industry associations involving competitors, limit communications to those actually required for the legitimate business of the joint endeavor. 
  • Deal fairly with all customers and suppliers, including those with whom we also compete. 
  • Respect our customers’ freedom to conduct their business as they see fit, including the setting of prices at which they wish to sell their products. 
  • Avoid any use of coercion in the sale of products to customers, such as forcing a customer to purchase unwanted products. 
  • Refrain from using any market power or market information in a way which may restrict competition. 
  • Avoid any unfair or deceptive act or practice. 

Employees of the company and employees of competitors may from time to time meet, talk and attend the same meetings or events. The Company may sell to or enter into licensing agreements with its competitors or participate with competitors in business or trade shows. Such contacts are neither against the law nor to be avoided, although they require the utmost caution and conformance with the Company’s policies and procedures. 

Employees should avoid discussing competitive issues on matters such as: 

  • Pricing policy, including the price or other terms on which the Company or its competitors sell products;
  • Costs incurred or profits made in manufacturing products;
  • Terms of sales and customer identities, as well as the territories in which the Company sells certain products;
  • Rates of production or percentages of capacity utilized by the Company;
  • Type or amount of any product that the Company or its competitors will manufacture or offer for sale;
  • Market surveys or studies, or the unauthorized exchange of proprietary or confidential information. 

It is the responsibility of each manager to comply with the letter and spirit of all antitrust and competition laws as they apply to the Company. Whenever in doubt, competition-sensitive issues must be brought to the attention of the Department of Legal Affairs or a member of executive management.

Books and Records 

All financial transactions are to be properly recorded in the books of account and accounting procedures are to be supported by the necessary internal controls. In turn, all Company books and records must be available for audit. 

We require that: 

  • No employee shall intentionally cause the Company documents to be incorrect in any way, nor participate in the creation of records intended to conceal improper conduct. No relevant information should ever be concealed from management or from the Company’s internal auditors or independent accountants;
  • All payments and other transactions must be properly authorized, recorded and described in sufficient detail in accordance with U.S. Generally Accepted Accounting Principles. There should be no unrecorded or undisclosed funds or assets nor false, incomplete or misleading entries in the Company’s books and records;
  • Employees must report any knowledge of any untruthful or inaccurate statements or records or transactions that do not seem to serve a legitimate commercial purpose. 
  • A strong and comprehensive system of internal accounting controls is maintained at all locations;
  • Company employees cooperate with internal and external auditors in the course of any audit or investigation. 

As far as practicable, contracts to which the Company is a party should be in writing, leaving as little uncertainty as possible. 

Confidential Information and Intellectual Property 

All SixAxis employees are required to execute an Employee Confidentiality and Nonsolicitation Agreement (“Agreement”) governing obligations around trade secrets, confidential information and intellectual property. Please refer to the Agreement for employee’s specific obligations.

Confidential information includes, but is not limited to, technical information about products or processes; vendor lists or purchase prices, cost, pricing, marketing or service strategies; non-public financial reports; and information related to divestitures, mergers and acquisitions. In addition, the way we put publicly- known information together to achieve a particular result is often a valuable trade secret. 

Intellectual Property (“IP”) includes: patents, copyrights, trademarks and trade secrets. IP owners have rights granted to them under the law. Confidential information, including IP related information, is a valuable asset that could benefit a competitor if known to it or otherwise harm the Company if made public. We must be careful not to disclose such information to unauthorized persons, either within or outside the Company, and we must exercise care to protect the confidentiality of such information received from another party. 

Confidential information can be protected under the law as a trade secret if it has value to others and the owner takes necessary steps to protect it. 

Employees must observe the following rules relating to confidential information and IP:

  • Be careful about where Company matters involving confidential information are discussed;
  • Do not disclose any Company confidential information for personal profit or advantage;
  • Sign a patent and secrecy agreement, if necessary;
  • Execute confidentiality agreements with persons outside the Company (including consultants) before discussing confidential information;
  • Be alert to information in the marketplace, but obtain competitive information only in accordance with sound business and ethical principles;
  • When approached with any offer of confidential information, ensure that both parties understand and accept the condition under which the information is received; and 
  • Discuss with a supervisor or Company lawyer any unsolicited offer of confidential information in order to determine whether the information should be accepted or declined. This is particularly important if there is reason to believe that it may have been obtained improperly. 

We must protect the Company’s confidential information and IP rights, and we must also respect the same rights of others. Report any unauthorized use of Company IP. 

The Company trademark and tradename are among our most valuable assets. The presentation, use and protection of the trademark is governed by the corporate identity guidelines available in the SixAxis Brands Standards Manual. 

Conflicts of Interest 

All Company employees have a duty to avoid financial, business or other relationships which might be opposed to the interests of the Company or might cause a conflict with the performance of their duties as Company employees. As a rule, employees should act out of precaution to avoid even the appearance of conflict or impropriety. 

Employees may not have any employment, consulting or other business relationship with a competitor, customer or supplier of the Company, except with the prior written permission of chief executive officer. 

The following examples of potential conflict-of-interest situations should be disclosed and require written approval before proceeding: 

  • Any consulting or other significant relationship with, or interest in, any supplier, customer or competitor;
  • Any personal interest that is competitive with the interests of the Company;
  • Any business relationship on behalf of the Company with any person who is a relative or a personal friend, or with any company controlled by such a person;
  • Any position where we have influence or control over the job evaluation or compensation of any person who is a relative or a personal friend;
  • Any personal use or sharing of Company confidential information for profit, such as advising others to buy or sell Company property or products on the basis of such information;
  • Any personal sale to or purchase from the Company;

Ownership of stock or other financial interests in an outside concern doing business or in competition with the Company and which might adversely influence an employee’s responsibilities to the company is to be avoided by Company employees and their close family members. Employees may invest in broadly distributed stocks of such concerns, publicly traded on a recognized stock exchange or over-the-counter market provided that the investment does not exceed one percent of the outstanding stock of the corporation. 

A company employee should notify his or her supervisor in writing if the employee or a close family member owns or has a financial interest in a proposed transaction between the company and a third party, other than a permitted investment in a publicly traded stock. 

Customers and Suppliers 

The Company is committed to developing, manufacturing and delivering products which meet all contractual obligations and the Company’s quality standards. 

The Company will select and treat its suppliers of products and services impartially and without discrimination. Suppliers will be evaluated on the basis of price, quality, timely performance, commitment and reliability. 

The Company seeks to do business with suppliers, customers and other third parties who adhere to the same ethical standards. When dealing with third parties, employees have a responsibility to watch for potential ethical violations and report them, whether they occur inside the Company or through external interactions with customers, businesses, or government officials. 

Gifts and Entertainment 

Any payment or provision of anything of value to any public official, government employee, political party or party official, candidate for public office, employee of a public international organization, client or potential client, including entertainment, travel, or gifts of significant value, could be considered to be an Improper Payment and/or a violation of an applicable anti-corruption law. Accordingly, Employees are prohibited from providing gifts, hospitality, travel or entertainment (also called business courtesies) above nominal value to third parties unless approved by the Company. 

Employees are also prohibited from soliciting or receiving, directly or indirectly, anything of significant value, including gifts, hospitality, travel or entertainment from third parties. 

This provision does not prohibit the giving or receipt of reasonable and customary business meals, entertainment, and gifts as long as the receipt of which does not create the appearance of impropriety and are in accordance with all Company policies and procedures. All such activities must be reported and approved by Company policy or, in the absence of a specific policy or procedure, the Employee’s supervisor. 

For more information about the Company’s standards for gifts and interactions with government officials, please see the Company’s Anti-Corruption and Money Laundering Policy.

Improper Payments/Kickbacks 

No illegal or improper payments may be made to employees of the Company’s suppliers or 

customers or to any government officials or employees.

Payments to consultants, distributors, agents or other intermediaries must be at prevailing customary rates and for actual, legitimate, services provided. 

Payments or other transfers of goods, services, property or benefits (“kickbacks”) to a company employee or a member of the employee’s family in any form from a supplier, customer, competitor or any other party doing business with the Company are strictly prohibited. 

International Business 

This Company operates on a global basis and is therefore subject to national and local laws and regulations that vary from one jurisdiction to another. Our policy is to comply with the laws wherever we do business. 

Please refer to the Company’s Sanctions Compliance Plan for more detail.

Political Contributions  

Transfers of anything of value to individuals connected with political parties, government, government-controlled or quasi-governmental entities may be considered improper and are prohibited. 

Please refer to the Company’s Anti-Corruption and Money Laundering Policy for more detail.