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I. Scope

This policy establishes the expected code of business ethics and conduct for all Belt technologies, Inc. employees, and facilitates the development and maintenance of controls which aid in the prevention and detection of fraud against Belt technologies, Inc. and its customers.

II. Objective

The objective of this policy is to set and communicate the ethical standards and acceptable business conduct for Belt technologies, Inc. and establishes a process to identify and resolve ethical issues.

In accordance with FAR clause 52.203-13, Belt technologies, Inc. has developed this policy, entitled “CODE OF BUSINESS ETHICS & CONDUCT”.  This policy addresses all of the conduct and internal accounting requirements as specified in FAR clause 52.203-13 and has been made available to all Belt technologies, Inc. personnel.

III. Policy Statement

It is the policy of Belt technologies, Inc. to comply with all laws governing domestic and foreign operations, to conduct business affairs in keeping with the highest moral, legal, and ethical standards, and to promote consistent organizational behavior by providing guidelines and assigning responsibility for internal controls and conduct of investigations. Compliance with the law means not only following the law, but conducting business so that Belt technologies, Inc. will earn and hold a valued reputation as an honest and law-abiding organization and alert to its responsibilities in all areas of business. This means employees are to conduct themselves in an ethical and moral manner in all Belt technologies, Inc. activities.

IV. Responsibilities

All employees have an obligation to fulfill the intent of this policy. All employees are urged to review this policy on a regular basis and to incorporate Belt technologies, Inc.’s ethical code into their daily practices. Employees should contact the Ethics Committee for clarification or guidance on any point in this policy.


 The CEO has the primary responsibility for the prevention and detection of fraud, misappropriation, and other inappropriate conduct, for setting performance goals, and for conducting risk assessments as warranted.

Human Resources

Human Resources will include a Non-Solicitation Agreement (Attachment I) in new hire orientations.  The HR function is currently managed by the CEO.


Disciplinary action will apply to any manager who directs or approves unethical actions or who has knowledge of them and does not move promptly to correct them. In addition, managers have the added responsibility to communicate this policy to their staff and enforce it.


Belt technologies, Inc. expects all employees to devote their full working time and efforts to Belt technologies, Inc.’s interests and to avoid any activity that might detract from or conflict with those interests. Any clear infraction of applicable laws or prevailing business ethics will result in disciplinary action which may include reprimand, probation, and suspension, reduction in salary, demotion, criminal prosecution or dismissal, depending on the seriousness of the offense. Employees are expected to report any suspected violation of this policy or other irregularities to their line manager, any member of the Ethics Committee.  No adverse action or retribution of any kind will be taken against an employee because he or she reports a suspected violation of this policy or other irregularity. All reports will be treated confidentially to the maximum extent consistent with fair and rigorous enforcement of the law and this policy.

Ethics Committee

Belt technologies has established an Ethics Committee consisting of 3 members. The mission of the Committee is to

  • Develop, evaluate, and recommend to the Board policies related to ethical issues;
  • Implement effective communication of those policies;
  • Periodically evaluate the ethics program, policies and procedures and ensure their continued appropriateness and effectiveness in achieving corporate goals;
  • Recommend fraud prevention and detection goals to the Board; and
  • Serve in an ongoing advisory capacity for policy interpretation applied to arising ethical issues.

As of the date of this publication the Ethics Committee members are:

Denis Gagnon CEO [email protected] 413-786-9922
Alan Wosky President [email protected] 413-786-9922
Cindy Gadbois HR  [email protected] 413-786-9922


V. Processes/Procedures

Ethics Practices

All employees have an obligation to behave legally at all times and with honesty and propriety, not only because this behavior is morally and legally right but because Belt technologies, Inc.’s business success and reputation for integrity depends on the actions of every employee.

Product Quality and Safety

Belt technologies, Inc. is committed to producing quality products that meet or exceed contractual obligations and Belt technologies, Inc.’s own quality standards. The products Belt technologies, Inc. delivers must:

  • Be made of quality materials;
  • Be properly verified, which for Belt technologies means process plan is followed;
  • Be properly identified as to origin;
  • Meet contract specifications;
  • Be safe for normally intended uses and be accompanied by proper instructions if required; and
  • Meet applicable laws, regulations and industry standards in all material respects.

Competing Fairly

The antitrust laws are designed to ensure competition and preserve the free enterprise system. They apply to all domestic and some foreign transactions by U.S. businesses. The following actions constitute violations of law and must not be engaged in under any circumstances:

  • An agreement with one or more competitors to:
    • Fix prices at any level or other terms and conditions of sale;
    • Allocate customers or markets;
    • Fix levels of production or production quotas; or
    • Boycott a supplier or customer.
  • Any form of bid rigging; or
  • An agreement with a customer to fix a resale price.

Because the antitrust laws are complex, employees are instructed to take special care in this area. Any questions about the interpretation of the antitrust laws should be referred promptly to an Ethics Committee member.

Contract Negotiation

Employees must be accurate and complete in all representations when negotiating contracts. The submission to a Government customer of a proposal, quotation, or other document or statement that is false, incomplete, or misleading can result in civil and criminal liability for Belt technologies, Inc., the employee involved, and any supervisors who condone or do not report such a practice. When negotiating contracts with the Government, or as a lower tier subcontractor of a Government contract, Belt technologies, Inc. has an affirmative duty to disclose current, accurate, and complete cost or pricing data when such data is required under appropriate law or regulation.

No one in Belt technologies, Inc. may commit the Company contractually or authorize performance of work for the production of goods or services without prior written approval from an appropriate officer of the Company.

Maintaining Accurate Financial Records

The records of Belt technologies, Inc. are maintained in a manner that provides for an accurate and auditable reflection of all financial transactions in conformity with generally accepted accounting principles. No false or deceptive entries may be made, and all entries must contain an appropriate description of the underlying transaction. All Belt technologies, Inc. funds and assets must be retained in the name of the corporation. All reports, vouchers, bills, invoices, payroll and service records, and other essential data must be prepared with care and honesty.

Hiring of Federal Employees

Complex rules govern the recruitment and employment of U.S. Government (military or civilian) employees in private industry. Any questions regarding this area should be referred to the CEO (who is in charge of Human Resources) or the President, prior to the recruiting or hiring (as an employee or consultant) of any current or former Government employee.

Providing Business Courtesies to Customers

Belt technologies, Inc.’s success in the marketplace results from providing superior products at competitive prices. Belt technologies, Inc. does not seek to gain improper advantage by offering business courtesies such as entertainment, meals, transportation, lodging or other gratuities to its customers. Employees must never offer any type of business courtesy to a customer for the sole purpose of obtaining preferential treatment or advantage.  Reasonable courtesies for Non-Government customers are allowed subject to the approval of the CEO or Ethics Committee.

In addition, employees must never offer any type of gift or gratuity, including meals, to government employees. In situations such as working lunches with government employees, the government employees must pay for their own meals or contribute the appropriate amount to a “straight arrow” box if the meal is provided by Belt technologies, Inc.  Promotional items (for example, pens or calendars) provided to customers must be of nominal value.

Supplier Relationships

A Supplier is defined as any Company or individual who provides, or may provide, goods or services to Belt technologies, Inc.  When dealing with or making decisions affecting suppliers, employees shall be careful not to inadvertently obligate either themselves or Belt technologies, Inc. to a supplier. In conducting business with suppliers, employees are also expected to act fairly and objectively and in the best interests of Belt technologies, Inc.


Employees may not personally accept gifts, entertainment, expense reimbursements or gratuities from suppliers, with the exception of advertising novelties of a nominal value or holiday baskets or similar gifts offered to the company as a whole.  Gifts received, other than those above, must be approved by the Ethics Committee, or declined, or returned to the donors as applicable.  Employees must also notify their managers of such gifts, and whether approved or returned as applicable.


Federal laws prohibit the offering, soliciting, or accepting of any kickback. A kickback is defined as any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind that is provided for the purpose of improperly obtaining or rewarding favorable treatment in connection with a contract with the United States. In addition, the “Anti-Kickback Act of 1986” requires each prime contractor or subcontractor to promptly report violations of the kickback laws to the appropriate Federal agency Inspector General or the Department of Justice if the contractor has reasonable grounds to believe that a violation exists.

Dealing With Foreign Officials

Employees may not promise, offer, or make any payments in money, products, or services to any foreign official, either directly or indirectly, in exchange for or to induce favorable business treatment or to affect any government decision, and have a duty report any such payments they become aware of to the Ethics Committee, and to the U.S. Department of Justice in compliance with the Foreign Corrupt Practices Act of 1977.

Additionally, sales may not be made to, or any other business conducted, directly or indirectly, with foreign governments subject to economic sanctions, or with any individuals or entities identified on the Special Designated Nationals List as determined by the U.S. Treasury Department’s Office of Foreign Assets Control.

Use of Lobbyists

Belt technologies, Inc., has not and does not currently intend to employ lobbyists.  In the event an employee determines that lobbyist activities would be helpful to provide information to public officials on matters of importance to the company and/or its customers, the CEO will provide final approval on the scope and type of the recommended lobbyist activity, as well as the compensation to be paid to the lobbyist.  The American League of Lobbyists’ Code of Ethics is to be incorporated as part of any engagement letter or consulting agreement.

Political Activities

Belt technologies, Inc. believes strongly in the democratic political process and encourages employees to participate personally on their own time in that process. A corporation’s activities, however, are limited significantly by law. For this reason, no political contribution of corporate funds or other assets may be made.

Indirect expenditures on behalf of a candidate or elected official, such as travel or use of telephones and other corporate equipment, may be considered as contributions. Any questions should be referred to the Ethics Committee. In no event may an employee be reimbursed in any manner for political activities.

Employees may not have any employment, consulting, or other business relationship with a competitor, customer, or supplier Belt technologies, Inc. of, or invest in any competitor, customer, or supplier (except for moderate holdings of publicly-traded securities) unless the employee has the advance written permission of the Ethics Committee.

Outside employment may also constitute a conflict of interest if it places an employee in the position of appearing to represent Belt technologies, Inc., involves providing goods or services substantially similar to those Belt technologies, Inc., or provides, or lessens the efficiency, alertness, or productivity normally expected of employees on their jobs. All outside employment that raises any question in this regard must be approved in advance by the employee’s immediate supervisor and the Ethics Committee.

Restricted Belt technologies, Inc.’s Information

All employees must be aware that while they are employed by Belt technologies, Inc. they will have access to, be provided with, learn, and, in some cases, may prepare and create for Belt technologies, Inc. certain proprietary and confidential business information and trade secrets, including, but not limited to client and customer information and client lists, all of which materials are of substantial value to Belt technologies, Inc. in the conduct of its business.  As a condition to employment, all employees will sign a Non-Disclosure Agreement that will provide among other things that:

No employee may disclose, use, or cause to be used by any third party, except as specifically authorized by Belt technologies, Inc. using established policy and procedures, any non-public business, financial, personnel or technological information, plans, or data that has been acquired during employment at Belt technologies, Inc. No employee may copy, take, or retain documents containing restricted information when his or her employment is terminated; all such material, including any copy or copies of such material that the employee may have made and including all other Belt technologies, Inc., property, whether confidential or not, must be returned to Belt technologies, Inc., either before or immediately upon the employee’s termination of employment.

No employee, while employed by Belt technologies, Inc., or at any time thereafter, except as may be required in performance of the employee’s duties, may use or otherwise disclose for the employee’s own benefit, or for the benefit of any third party, the employee’s knowledge of or any other information concerning Belt technologies, Inc.’s internal organization, business structure, or the work assignments or capabilities of any Belt technologies, Inc. officer or any other employee without Belt technologies, Inc.’s express prior written consent.

This prohibition against disclosing restricted information extends indefinitely beyond the period of employment. All employees agree to protect the confidentiality of restricted information in perpetuity as a condition of employment at Belt technologies, Inc.

Government Classified & Proprietary Information

All employees have special obligations to comply with the laws and regulations that protect classified information. Employees with valid security clearances who have access to classified information must ensure that the information is handled in accordance with pertinent Federal procedures. These restrictions apply to any form of information, whether in written or electronic form.

Fraud Practices

Definition of Fraud

Fraud encompasses a range of irregularities and illegal acts characterized by intentional deception or misrepresentation, which an individual knows to be false or does not believe to be true. Fraud is perpetrated by a person knowing that it could result in some unauthorized benefit to him or her, to Belt technologies, Inc., or to another person and can be perpetrated by persons outside and inside of Belt technologies, Inc.

Actions Constituting Fraud

  • Any dishonest act;
  • Forgery or alteration of any document or account belonging to the company;
  • Forgery or alteration of a check, bank draft, or any other financial document;
  • Misappropriation of funds, securities, supplies, or other assets;
  • Impropriety in the handling or reporting of money or financial transactions;
  • Disclosing nonpublic information to outside parties;
  • Disclosing to other persons securities activities engaged in or contemplated by the company;
  • Destruction, removal, or inappropriate use of records, furniture, fixtures, and equipment; and
  • Any similar or related inappropriate conduct.

Suspected Fraud

Any fraud that is detected or suspected must be reported immediately to the employee’s line manager, any member of the Ethics Committee.  The Ethics Committee has investigative responsibilities, coordinates all investigations with appropriate Legal Counsel, Internal Audit, and other appropriate areas or parties. All confirmed fraud will be reported to the Board of Directors.

Any investigative activity will be conducted without regard to the suspected wrongdoer’s length of service, position, title, or relationship to Belt technologies, Inc.

Fraud Prevention and Detection Goals

  • No material fraud occurs due to the improper execution of controls or lack of adherence to the Code of Business Ethics and Conduct;
  • Any known instance of fraud is detected timely;
  • The fraud response process is commenced in a timely manner after the identification or suspicion of potential fraud;
  • Communication from the Ethics Committee regarding fraud, is sent to all employees, contractors, and directors; and
  • Training addressing key fraud prevention and detection procedures as applicable for each employee involved in creating, either directly or indirectly, or reviewing financial    transactions.

Fraud Risk Assessment

The CEO has the primary responsibility for the prevention and detection of fraud, and for conducting risk assessments as warranted. At least annually, the Chief Executive Officer (CEO), and his direct reports will complete a fraud risk assessment, taking into account potential fraud risks and identifying existing or mitigating programs and controls.

VI. Related Industry Standards and Practices

This section will identify, by the name of the issuing party and using their numbering scheme, all industry standards and practices that must be considered in implementing this policy.

FAR 9.5: Organizational Conflicts of Interest

Truth in Negotiations Act (TINA)

FAR 52.203-13: Contractor Code of Business Ethics & Conduct (NOV2021)