As a matter of principle, Tetra Tech, Inc. and its subsidiaries (collectively, “Tetra Tech” or the “Company”) conduct our business on the basis of the quality of its services and products and the integrity of its association with clients and others. Tetra Tech maintains business practice standards that command the respect of everyone with whom the Company conducts business. These standards are intended to protect the Company’s reputation, the quality of its products and services, and the best interests of its clients, shareholders, and employees.
The dedication by Tetra Tech and all of its employees to this Corporate Code of Conduct demonstrates our commitment to ascribe to the highest standards of ethical conduct in the pursuit of the Company’s business. This Code articulates Tetra Tech’s basic policy that all of its employees and non-employee directors must conduct the Company’s business throughout the world in accordance with such principles.
Tetra Tech understands that effective relationships are based on the recognition of the value of each individual and the need to provide a working environment conducive to the success and well-being of all employees.
We work to create an atmosphere of mutual trust and respect by being honest, fair, and consistent. We will treat all employees fairly and impartially, and we will consistently follow employee policies and procedures.
We listen to one another and foster open and honest communication. We value the opinions of employees and respect their diverse backgrounds. We encourage communication among employees and solicit ideas and suggestions about the Company.
Employee initiative is the primary driver of career development. Tetra Tech will offer opportunities for training, development, and continuing professional education. It is the Company’s policy to conduct performance and development assessments and to support the career development of our employees.
We are committed to equal opportunity employment and to creating, managing, and valuing diversity in our workforce. No employee or applicant for employment will be discriminated against because of age, race, religion, ancestry, sex, national origin, disability, veteran status, sexual orientation, or genetics.
It is also the Company’s policy to provide a workplace free of sexual harassment. The Company will not tolerate verbal or physical harassment or behavior that creates a hostile work environment. This policy applies to employees working at any Company facility, other assigned locations, on business travel, or socializing for business or corporate-sponsored events. It also applies to any persons who interact with Tetra Tech employees based on a business relationship with the Company.
Employees should feel free to report any perceived discrimination or harassment and to cooperate in an investigation without fear of retaliation. Retaliation is not tolerated at Tetra Tech. An employee who has been subjected to discriminating or harassing behavior should immediately contact his/her supervisor, Human Resources representative, Corporate Human Resources at (626) 470-2489, or call the Tetra Tech Hotline at (800) 886-2577.
The Company’s policy is to provide and maintain a workplace free of safety and health hazards. This requires that we understand and embrace our Program Health and Safety Policy. The protection of employee health and the prevention of work-related injuries and illnesses are a vital and integral part of Company operations. Tetra Tech has developed a comprehensive health and safety program to meet or exceed the applicable occupational health and safety requirements globally. The Company will continuously monitor and improve operations, procedures, technologies, and programs that are conducive to maintaining a safe, secure, and healthy working environment.
Every employee of Tetra Tech is responsible for upholding the health and safety standards established by the Company. Specifically, each Tetra Tech employee shall be responsible for the following:
Specific safety programs and procedures are available within each office and on the Company intranet site. Questions regarding health and safety should be directed to the appropriate health and safety representative or Corporate Administration at (626) 470-2542.
For the safety of all employees, the use, possession, manufacture, sale, or distribution of any controlled substance is prohibited on Company property or when engaged in Company activities. Employees are also prohibited from reporting to work under the influence of controlled substances or intoxicants. Controlled substances include illegal drugs or prescription drugs without a valid prescription.
Employees should avoid situations in which their private interests or those of their family members conflict or appear to conflict with the interests of the Company. Employees may not solicit or accept salaries, fees, commissions or any other item of value from contractors, suppliers, customers, consultants, or other persons and organizations doing business with the Company. Refer to the policy on gifts, meals and entertainment in Section D of Article III.
In a situation in which an employee’s past, present or future relationship with another person or organization might conflict with his/her job performance or the Company’s interests, the employee must disclose the potential conflict to his/her manager. The matter will be reviewed by Corporate Legal and management, and the employee will be notified if the relationship poses a conflict of interest.
An employee who is arrested or charged with illegal activity for action that is related to his/her employment or involves the use of Company property must promptly report the incident to management. The employee’s management is responsible for notifying the Company’s General Counsel in Corporate Legal at (626) 470-2481 of the arrest or charge. As a standard practice, the employee will be placed on a leave of absence, which may be paid or unpaid at the discretion of management, as the matter is reviewed.
Employees must maintain the confidentiality of the Company’s trade secrets and proprietary information. Examples of proprietary information include bid data, employee charge rates, proprietary software, customer lists, planning materials, marketing plans, and much of the technical information that the Company generates or uses in its business.
Use of Company computers, networks, messaging systems, and internet access are provided for business purposes and should be considered a privilege that may be revoked at any time for inappropriate conduct. Employees are expected to act responsibly and respect others. Examples of inappropriate conduct include, but are not limited to, the following:
We make every effort to protect Company data, including secure technologies for storing, accessing, and sharing. Employees should take care to identify and protect sensitive data, including personally identifiable and confidential and proprietary information. Loss or unauthorized sharing of sensitive data could cause harm to the Company, its customers, employees and business partners. Sensitive data must not be stored on personally owned systems.
All data generated during the course of business remains the property of Tetra Tech whether it is stored on Company-owned systems or personally owned systems, and should be protected in accordance with Company security standards. Employees should have no expectation of privacy when using Company-owned systems. The Company retains the right to access and delete Company data stored on personally owned systems.
Remote access to the Company network must be accomplished using a Company-provided VPN client. Accessing Company data using personally-owned equipment or public systems can only be done through prescribed methods available from the IT service desk.
Media relations are the responsibility of Tetra Tech’s Media and Communications department. All contacts with the media, including statements or responses, shall be handled through that department. If an employee is contacted by a member of the media or is asked for a statement regarding Tetra Tech, any Company project, or litigation in which the Company is involved, the employee should immediately direct these inquires to the Media and Communications department at (626) 470-2439.
Given the wide access to the internet and the accompanying proliferation of blogs, social media, chat rooms, and message boards, as well as the widespread use of cellular phones with video capability, the traditional definition of the media has broadened. Any inquiry from a blogger, writer, reporter, or social media community member irrespective of the medium, should be referred to the Media and Communications department. Employees should not make or provide comments about Tetra Tech, its employees, or the projects in which the Company is involved by posting comments on chat rooms, blogs, message boards, or other types of social media.
Employees have a responsibility to ensure that inside information is not misused. Employees are prohibited from buying or selling securities of Tetra Tech based on information not publicly available that could affect the price of the securities.
Employees may not buy or sell securities when they have inside information of a material nature, but may buy or sell when that information becomes publicly available. Inside information that might be material includes, information concerning acquisitions, earnings estimates, pending awards, expansion or curtailment of operations, sales or purchases of substantial assets, or other significant business developments. Employees may not give this information to family, friends, or anyone outside the Company so that they can trade on the basis of inside information. Questions regarding insider information should be directed to our General Counsel in Corporate Legal at (626) 470-2481.
Serving clients is the focal point of our business. Satisfying clients is the best way to ensure business success. Tetra Tech will accurately represent its products, services and prices in its marketing, advertising and sales efforts.
Tetra Tech is committed to the fair treatment of suppliers. The Company will select suppliers who provide the best value for clients and Tetra Tech. Suppliers will have the opportunity to compete fairly for the Company’s business.
The Company regularly receives third party proprietary information. The wrongful possession or use of any proprietary information of any supplier, client, business partner, or competitor is prohibited. Employees must obtain such proprietary information under the terms of a written confidentiality agreement containing the terms and conditions for the use and protection of the information. If an employee is offered, or comes into, unauthorized possession of third party proprietary information, the employee must immediately consult his/her local Human Resources representative or the General Counsel in Corporate Legal at (626) 470-2481.
Business-related social contacts can be in the best interests of the Company when properly conducted on a limited basis. Employees should make every effort to ensure that there is no reason for a third party to view these contacts as improper. Giving or receiving gifts of significant value is strictly prohibited. Customary business entertainment is proper. Impropriety results when the frequency, nature, or value of the entertainment is such that it could be interpreted as affecting or intending to affect an otherwise objective business decision.
Under no circumstances may a gift of money, or its equivalent, be given or received. Employees will decline or return any kind of significant gift, favor, or offer of excessive entertainment that violates these guidelines and inform the offeror of our policy.
The term “business gifts” in this policy includes business entertainment, as well as gift items. The giving of business gifts is a customary way to strengthen business relationships and, with some restrictions, is a lawful business practice. It is Tetra Tech’s policy that employees may give and receive appropriate, lawful business gifts in connection with their Tetra Tech work with commercial customers and other nongovernmental parties, provided that all such gifts do not exceed $50.00 in value and are not given or received with the intent or prospect of influencing the recipient’s business decision-making.
As outlined in Article IV below, special laws and rules apply to gifts to government employees, and it is Tetra Tech’s policy to strictly comply with all such restrictions. Laws in the United States and around the world strictly limit gifts to government employees. These may be criminal acts, regardless of whether they are paid for with Tetra Tech or personal funds.
Bribery is illegal and violates this policy. Tetra Tech’s policy does not allow for corrupt practices in any form, including bribery. See Section J below.
Even when legal, employees cannot give or receive business gifts if doing so would violate this policy. Any business gifts given or received by a Tetra Tech employee must be nominal in cost (not in excess of $50.00), quantity, and frequency. Never accept or offer gifts of cash or cash equivalents, such as gift certificates and gift cards. Never accept a gift that could be viewed as lavish.
No payment will be made by, or anything of value given, on behalf of the Company either directly or indirectly to U.S. or foreign government officials, political candidates, or officers or employees of clients, suppliers or competitors that violates applicable laws or is designed to secure favored treatment for the Company. See also Section J below.
Employees are required to record and report information accurately and honestly. This includes time worked that is to be paid, job charges, business expenses incurred, revenues and costs, job-related data, and other business-related activities. Corporate records are subject to audit, and financial records should be maintained in accordance with generally accepted accounting principles. No undisclosed or unrecorded corporate accounts or unauthorized bank accounts shall be established for any purpose.
Reporting, organizing or destroying information in an attempt to mislead or misinform is prohibited. No entry shall be made or purposely omitted on any records or data that intentionally hides or disguises the true nature of the transaction, project, plan, or other business information, nor shall any data regarding Company business or services be falsified or distorted in any way. Employees are responsible for promptly reporting any concerns regarding records and reporting to their supervisor, local Human Resources representative, the Company’s General Counsel in Corporate Legal at 626-470-2481, or they may call the Tetra Tech Hotline at (800) 886-2577.
Most countries in which the Company does business, including the United States, impose restrictions and limitations on the ability of a corporation to actively participate in the political process.
In general, employees are free to engage in personal volunteer political activity and contribute personal resources to candidates and parties as permitted by law. Employees may not, however, use Company resources (e.g., money or supplies) for personal political activities.
Any use of Company resources for the Company’s political activities, including contributions, requires advance approval by the Company’s Chief Executive Officer.
Tetra Tech’s policy is to comply with all laws and regulations that are applicable to its business both in the United States and in other countries in which it conducts business. To that end, the use of any Company funds or resources for an unlawful or improper purpose is strictly prohibited.
Competition laws are complex and global in reach, varying from country to country. A violation of these laws could have very severe consequences, not only for the Company, but also for individual employees (including civil and criminal penalties). Tetra Tech’s policy is to comply with all antitrust laws. Antitrust laws are intended to preserve competition by prohibiting actions that could unreasonably restrain the functioning of a free marketplace.
Activities in restraint of trade including price-fixing or bid-rigging, and arrangements with competitors to divide or allocate markets or customers or exclude others from a market, are absolutely prohibited. The Company will only participate with trade associations or other business cooperative organizations that comply with antitrust laws.
All employees with management or marketing responsibilities are expected to have a working knowledge of the antitrust laws and prohibited activities related to their work. Employees must seek advice from the General Counsel in Corporate Legal at (626) 470-2481 whenever a question or doubt in this area arises.
The Company maintains offices and conducts operations around the world. Many of the countries in which the Company conducts business have laws and regulations that are significantly different than those in the United States. Employees outside the U.S. are responsible for knowing and complying with these laws. Employees must also take care to understand and respect the cultures and customs of the people with whom they work in these countries.
Tetra Tech’s good reputation in the global marketplace relies on its commitment to complying with laws that prohibit bribery and corruption in international transactions. In conducting international business, employees must know and comply with United States and non-U.S. laws that apply to the transaction.
Employees must comply with the U.S. Foreign Corrupt Practices Act (FCPA), together with similar laws in other countries such as the Corruption of Foreign Public Officials Act in Canada, the U.K. Bribery Act of 2010, and the Brazilian Clean Companies Act. The FCPA is a federal law that makes it unlawful to, directly or indirectly, through partners, agents or intermediaries, bribe foreign government officials to obtain or retain business. The FCPA prohibits paying, offering, promising to pay (or authorizing to pay or offer) money or anything of value. The prohibition extends to corrupt payments to a non-U.S. official (employee), a political party or party official, or any candidate for non-U.S. political office. The FCPA also requires companies whose securities are listed in the United States to make and keep books and records that accurately and fairly reflect the transactions of the corporation and to devise and maintain an adequate system of internal accounting controls. No undisclosed or unrecorded Company fund shall be established. No false or artificial entry shall be made on the books and records of the Company for any reason.
Employees must not engage in acts or omissions that offer, authorize or give a bribe to a government official, or create the impression that a bribe has been offered, authorized or given. Employees must take affirmative steps to prevent those doing business directly or indirectly before a government official on the Company’s behalf from engaging in bribery. Employees must promptly report any suspected violations. Questions regarding the FCPA or similar laws should be directed to our General Counsel in Corporate Legal at (626) 470-2481.
International transactions are subject to a variety of laws and regulations of the United States and other countries, such as limits on some types of exports and imports, or restrictions on doing business with certain persons or entities. These rules prohibit certain transactions and/or impose licensing or reporting requirements. A violation of these laws could result in significant civil and/or criminal penalties. It is important to protect the Company and its employees by understanding these restrictions.
U.S. and non-U.S. laws impose sanctions on business activities, including imports, exports, and financial transactions, with certain countries, entities, and other prohibited persons.
U.S.-based companies are not permitted to participate in or support international boycotts.
Many countries, including the United States, and countries in the European Union, restrict the export and import of “dual-use” items, which are items that have both a military and commercial use. Examples include encryption technology, certain high-end computers, and some kinds of telecommunications equipment (e.g., satellite telephones).
Before proceeding with any international transaction, shipment, or import that may be covered by these laws, contact our General Counsel in Corporate Legal at (626) 470-2481.
Tetra Tech’s clients include U.S. federal, state, and local governments. Accordingly, it is necessary to comply with all statutes, regulations, rules, and ordinances that apply to these transactions. The U.S. Federal Acquisition Regulation (FAR), and related laws and regulations, govern the Company’s business with U.S. government agencies. The Company will comply with all applicable rules regarding socioeconomic considerations, including affirmative action, contracts with small and small disadvantaged businesses, and labor standard requirements.
The U.S. Procurement Integrity Act prohibits a competitor from seeking or obtaining proprietary information related to competitors or government source selection information. The Act also restricts the Company’s hiring of former government procurement officials. All employees are obligated to report suspected violations to their local Human Resources representative or to the General Counsel in Corporate Legal at (626) 470-2481.
Under the U.S. Truth in Negotiations Act, the FAR requires the Company to certify in writing that its cost and pricing data are current, complete, and accurate up through the date of the agreement on contract price with the government. A claim of defective pricing, which could result in financial penalties and possible criminal charges against the Company and the individuals involved, may arise from a failure to comply with the Act. Extra care should be taken in the preparation of cost or pricing data before providing it to the person responsible for submitting the proposal to the government. Changes affecting the cost or pricing data must be reported immediately to the employee’s Finance or Accounting Department, or the General Counsel in Corporate Legal at (626) 470-2481.
All company employees must comply with the terms and conditions of each contract with the government, particularly in the areas of key personnel, personnel qualification, deliverable products and testing. The prior written approval of an authorized government representative must be obtained before substitutions or changes can be made in such areas. Only a written contract modification can change a contract requirement.
Special procedures must be followed when purchasing materials and services from other companies for use in government contracts. Many government contract requirements must be passed down to the Company’s subcontractors and suppliers. Employees should ensure that all these required provisions are incorporated in the Company’s subcontracts.
In retaining consultants to work on behalf of the Company, care should be taken to ensure that no conflict of interest exists. Employees overseeing such retained consultants must document and closely monitor the conformance of consultant services to the FAR both as to cost and scope of work.
Employees must ensure that their work is accurately recorded on their time sheet as it was performed, and that it is charged to the right account number. The intentional mischarging of costs is a criminal offense and a violation of Company policy. Employees must ensure that all costs are charged to the appropriate account. An employee must document and have approved any necessary change of records or transfer of costs for accounting purposes. Guidance on how to complete time sheets and labor correction forms is found in reference documents applying to the employee’s organization. The employee’s Accounting Department can also provide guidance. An employee is required to sign his/her own time sheet, and an employee’s signature certifies the accuracy of the information on the sheet. The signature of a Manager or Approver on an employee’s time sheet represents a review and verification process. Electronic signatures may be acceptable.
No one is authorized to permit or require an employee to deviate from correct charging practices. Employees must report any deviations from proper charging practices to their manager, local Human Resources representative, the General Counsel in Corporate Legal, or by calling the Tetra Tech Hotline at (800) 886-2577.
Employees may not provide or pay for meals, refreshments, travel or lodging expenses, or give anything of value to, U.S. federal government employees, except as specifically permitted by U.S. federal law and the applicable regulations then in effect. The Company and its employees must also comply with state, local, and foreign government rules governing the acceptance of business courtesies.
The U.S. Anti-Kickback Act forbids prime and subcontractors to offer, solicit, provide, or accept any gift, money, or other item of value for the purpose of improperly obtaining or rewarding favorable treatment in connection with U.S. government prime contracts and subcontracts. The law also requires the Company to report violations to the government when there are reasonable grounds to believe that a violation exists. The employee’s local Human Resources representative or our General Counsel in Corporate Legal is to be consulted prior to reporting suspected violations to the government.
An employee who becomes aware of a violation of this Code or believes that a violation may occur in the future must report the matter. Ordinarily, the report should be made to the employee’s immediate supervisor or manager who, in turn, must report the matter to our General Counsel in Corporate Legal at (626) 470-2481. If no action is taken by the supervisor or the employee feels that it would be appropriate to report to a person in higher authority, the employee should bring the matter to the attention of his/her Human Resources representative, the General Counsel or call the Tetra Tech Hotline at (800) 886-2577. To ensure that a reporting employee is protected from reprisal, requests for anonymity will be respected to the extent this does not result in the violation of the rights of another employee. Any attempt at reprisal against the reporting employee will be punished severely.
In addition to reporting violations of this Corporate Code of Conduct, it is Company policy to comply with all applicable laws that protect employees against unlawful discrimination or retaliation by their employer as a result of their lawfully reporting information regarding, or their participating in, investigations involving corporate fraud or other violations by the Company or its agents of applicable law.
Specifically, Company policy prevents any employee from being subject to disciplinary or retaliatory action by the Company or any of its employees or agents as a result of the employee:
o Criminal law relating to securities fraud, mail fraud, bank fraud, or wire, radio and television fraud, or
o Any rule or regulation of the U.S. Securities and Exchange Commission, or any provision of the law relating to fraud against shareholders, where, with respect to investigations, such information or assistance is provided to or the investigation is being conducted by a regulatory agency, a member of government, or a person at the Company with supervisory or similar authority over the employee.
To report violations of law, employees should follow the complaint procedures as outlined under Section A above. However, employees may also contact the Company’s Compliance Officer directly due to the sensitive nature of the complaint. For information regarding the Compliance Officer, see Section C below.
This Code is to be strictly followed at all times and under all circumstances. Any violation will subject an employee, without regard to position or tenure with the Company, to disciplinary action, up to and including termination.
To protect our employees and other stakeholders, the Company has designated an individual who is responsible for administering and overseeing the compliance and reporting process of this Code. This person is referred to as the “Compliance Officer.” The Company’s Compliance Officer is responsible for tracking the Hotline calls. Incoming calls will be documented in writing as to the date of the call, and the nature of the call. The Compliance Officer may refer the matter to a Finance or Human Resource representative, as appropriate, but in no event shall the nondisclosure requirements be waived by this action. The Compliance Officer is responsible for ensuring that all Hotline calls are addressed, and will follow through to the resolution of the issues raised in the call. The final actions taken in regard to the call will be documented and held in confidence to the extent possible.
The Compliance Officer will refer complaints submitted, as he or she determines to be appropriate or as required under the directives of the Board of Directors, to the Board or an appropriate Committee of the Board.
In addition, the Compliance Officer will report directly to the Audit Committee of the Company’s Board of Directors on matters arising under this description of compliance responsibilities.
Other Compliance Officer responsibilities include:
Employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information will not be protected by the above policy statement and may be subject to disciplinary action, including termination of employment. In addition, except to the extent required by law, the Company does not intend this Code to protect employees who violate the confidentiality of any applicable lawyer-client privilege to which the Company or its agents may be entitled under statute or common law principles, or to protect employees who violate their confidentiality obligations with regard to the Company’s trade secret information. Any employee who is considering the disclosure of information that may violate these privileges or reveal Company trade secrets is advised to consult an attorney before making such disclosure.
In summary, this Corporate Code of Conduct has been developed to help Company employees better understand the proper conduct of Tetra Tech’s business. The standards it contains are in the best interests of Company employees, shareholders, clients, and the public at large. Ultimately, it is up to each employee to act consistent with this Code, and to maintain professional pride in Tetra Tech and ourselves.