The purpose of this document is to establish a set of standards of conduct for use by the members of HAES as guidelines for the ethical conduct of the society's business.

In Addition to a generalized set of standards, this document provides specific instructions to be followed by members regarding specific situations including:

• Conflict of Interest
• Gifts, Gratuities or Bribes
• Use of confidential & Proprietary Information
• Reciprocal Dealings

It is the Board of Directors' responsibility to see that the contents of this policy are understood by the members and that they formally acknowledge that understanding by signing a statement to be included in the society's archives.

PURPOSE

This policy establishes the guidelines to be used by HAES and its members for ethical decision making in conducting the organization's business.

SCOPE

This procedure applies to all HAES members.

POLICY

It is HAES' policy that all of the business of the society be conducted according to the highest ethical standards. In support of this stated policy, a set of Business Ethics or Standards of Conduct is essential for HAES to prosper and receive the desired trust and respect of members, sponsors, other organizations, and society at large. This policy statement sets forth guidelines so that we may evaluate situations in a consistent manner and arrive at uniform decisions. The underlying principles of these standards are based on common sense, courtesy and moral codes that are essential for us to govern our official conduct in a manner designed to reflect HAES most favorably within the community at large.

In furtherance of these principles, HAES subscribes to the following Standards of Conduct:

1. To be honest in our public statements, advertising and publicity; to avoid misrepresentation in our business dealings, recognizing that permanent business relations can be maintained only within the context of honesty and fair dealing.
2. To respect our obligations as individuals and as corporation and neither express nor imply a promise of performance which we cannot reasonably expect to fulfill.
3. To be considerate of those with whom we deal, to treat them with courtesy, to be prompt and businesslike in our appointments and to carry on negotiations and business in a timely manner to avoid trespassing on the rights of others as to the use of their time.
4. To provide or accept no gifts or entertainment under guise of sales expense or cost where the intent or effect is to prejudice the recipient in favor of the donor.
5. To receive no bribes in the form of money or otherwise in any commercial transaction and prevent any unlawful or improper use of society funds or assets; to expose commercial bribery, or unlawful or improper use of funds or assets wherever encountered, in order to preserve the highest standards of ethics.
6. To make or authorize no false or artificial entry on the books or records of the organization and to report to the Board of Directors false or artificial entry or any failure to record accurately funds or assets of the organization, wherever encountered.
7. To avoid any real or potential conflict of interest; to disclose any ownership or financial interest in any organization with which the society does business or with which it is in competition which might adversely, or appear adversely, to influence our judgements in meeting our responsibilities.
8. 1. To ensure information received in confidence for the conduct of business is not used for personal gain and to divulge no such information with the intent of giving or receiving an unfair advantage in a personal or competitive business transaction.
   2. to ensure information received in confidence for the conduct of HAES business is not distributed to non-members or other associations for the purpose of discrediting members
9. To recognize the dignity of all people and to be fair and impartial in our relationship with others; to pursue in good faith our responsibilities to offer equal opportunity in business to all people.
10. To prevent personal political convictions or affiliations from influencing our judgments and actions in meeting our responsibi- lities, and causing us to diverge from the organization's goals as stated in the HAES CHARTER and BYLAWS.

PRACTICE

In Amplification of the HAES Standards of Conducts, specific guidelines and practices to be followed are provided in the succeeding paragraphs:

1. Public statements, Advertising, Publicity

   Any information issued to sponsors, customers, vendors, or the public at large should not knowingly contain inaccuracies nor should information be intentionally presented in a manner designed to misrepresent our products when selling, our needs when buying or requesting funding, or any other aspect of our business. Much of the information which we need to supply is based on projections and estimates. We should make such estimates and projections reasonably based on available facts and logical assumptions, being careful neither to penalize the corporation through ultraconservatism nor take undue advantage of those with whom we deal by excessive optimism.

2. Obligations of the Individual and Corporation

   As individuals we are required to make estimates of and commitments to performance to our sponsors, customers, suppliers, and other business partners or to our fellow members in support of our corporate commitments. Such estimates and commitments should be made with the expectation that they will be achieved. It is only through a high level of performance against these commitments that we as individuals and HAES as a corporation can maintain a successful image of accomplishment in the business community.

3. Competitive Relationships

   It is unethical and unlawful to collaborate with competitors or their representatives for the purposes of establishing or maintaining prices at any particular level or to collaborate in them in any way in the restraint of trade.

   We must earn the confidence of our customers that prices for our products and services are determined internally on HAES' independent and fair judgment. Further, it is HAES' intent to avoid marketing prices intended to injure or discredit a legitimate competitor through the use of misrepresentation.

   It is also both unethical and illegal to lessen competition through the discrimination in price between different purchasers of services or goods of like grade, except where such differentials reflect actual demonstrable differences in the cost of manufacture, sale or delivery. The customer must be confident that they can purchase HAES services or goods at the same price as others who purchase the same services or goods in like quantities under similar conditions.

4. Gifts and Gratuities - Bribery

   HAES members shall not give or accept money, gifts or favors where the intent or the effect might be the undue influence of a business decision. Any such gift or favor offered or sent to HAES members or members of their family must be declined or returned. Such refusal must be made discreetly and courteously but firmly. Possible embarrassment resulting from refusal is not a basis for acceptance. Under no circumstances shall HAES members solicit or attempt to solicit any gift or favor or any amount of thing of value from anyone doing or attempting to do business with HAES.

   Any offers to HAES members or solicitation of offers from HAES members which appear to be attempts at commercial bribery shall be reported immediately to the HAES board of directors; in the case of a board member, to the chairman.

   It is HAES' policy that common sense and moderation prevail in enter- taining, on behalf of HAES, any representative of an organization or company with whom HAES does business or intends to do business, and that entertainment accepted from others be on the same level of propriety and integrity insofar as such can be controlled by the HAES member being entertained.

5. Conflicts of Interest

   No HAES member shall, either directly or indirectly, maintain any outside business or financial interest, or engage in any outside business or financial activity, which conflicts or appears to be conflicting with the interests of HAES or which interferes with his ability to discharge fully his responsibilities and duties with HAES.

   All members are required to disclose to the Board of Directors any ownership or other financial interest they may have in any organization with which the Society does business or with which it competes in order that a determination may be made as to whether any conflict of interest appears.

   This policy shall not be construed to restrict investment or require disclosure of any investment by a member in stock or any other security of any corporation listed on a national or local securities exchange or regularly traded by registered national or local securities dealers provided that such investment does not exceed one (1) percent of the market value of the outstanding securities of such corporation. In addition, this policy shall not be construed to restrict outside business or financial activity by a member to the extent not inconsistent herewith.

6. Confidential Information
   1. Insider information - In the normal course of business HAES members receive information concerning the society that is confidential in nature and not generally known to the public. If such information becomes known to the member, then the member has a legal and ethical responsibility not to use this information for personal gain.
   2. Proprietary Information - All HAES members have to one degree or another access to proprietary information which, if disclosed to outside business interests, would be detrimental to the society.
   3. Examples of these are business, research and new product plans; sales, profits, and unpublished financial information; designs, capacities of production facilities, methods and systems, member and employee rosters; customer, sponsor and vendor lists and detailed information regarding customer or sponsor requirements, business practices and plans. Trade secrets include technical information and data relating to the business of the society, its customers and affiliates with which the company retains in confidence and is not generally available outside the society.

7. Reciprocal Dealing and Undue Influence

   It is HAES' policy to buy and sell on the basis of value, recognizing that value represents the combination of quality, service and price which assures the greatest ultimate economy to the user. Accordingly, HAES will refrain from reciprocal purchase agreements and will not require its vendors to buy from HAES under any kind of coercion, expressed or implied. Conversely, in any instance where a supplier or potential supplier exerts pressure to purchase by inferring that it is the desire of a HAES Board Member, the buyer so coerced will immediately notify the chairman so that corrective action can be taken quickly.

8. Sanctions Failure to comply with the said rules may result in disciplinary actions such as :
   1. letter of reprimand
   2. temporary suspension ( from one to two months)
   3. dismissal from the Board
   4. loss of Board eligibility for non-compliance with the By-laws and the Code of Ethics.

IMPLEMENTATION

To ensure the achievement of proper dissemination and understanding of this policy the following implementation action will be taken:

1. A copy of this policy will be provided to each HAES member and to such others as may be specified by the HAES Board of Directors.
2. The HAES Secretary will obtain a signed statement of understanding from all HAES members. It is the Secretary's responsibility to file the executed forms in the HAES archives in a timely manner.

1. Statement of understanding should be written in the space provided below and signed by the HAES member.

   ________________________________________________________________________

   ________________________________________________________________________

   ________________________________________________________________________

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   Print HAES member name:___________________________

   HAES member signature:____________________________

   Date Signed: ____________________

   This document was prepared and approved by the undersigned HAES board members on July 15, 1989: Yves Pierre, Max Massac, Bernard Etheart, Alex Gaspard, Anthony Polycape, Jean Augustin and Noe Dorestant.