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ADMINISTRATIVE AGREEMENT
This Administrative Agreement ("Agreement"), dated the 6th day of
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August 1999, is made between Howmet Corporation, a Delaware corporation
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("Howmet"), and the United States Department of the Air Force ("Air Force"). As
used herein, Howmet means Howmet Corporation and all its operating sectors,
groups, divisions, units and wholly-owned subsidiaries in North America,
including those acquired or established during the term of this Agreement. As
used herein, Air Force means the Deputy General Counsel (Contractor
Responsibility).
PREAMBLE
1. Howmet is a corporation engaged in the manufacture of aircraft
components for military and civilian uses, and has its principal place of
business at Greenwich, Connecticut.
2. On March 1, 1999, the Air Force delivered a Notice of Proposed
Debarment to Howmet's subsidiary Howmet Cercast (Canada), Inc. ("Cercast -
Canada"), thereby in effect suspending it from government contracting and
Government-approved subcontracting pursuant to the procedures contained in
Federal Acquisition Regulation (FAR) Subpart 9.4 and Department of Defense FAR
Supplement (DFARS) Subpart 209.4. The activities giving rise to the Notice
occurred at Cercast - Canada's Montreal, Quebec facility ("Cercast -
Montreal"). Howmet voluntarily disclosed to the Air Force similar conduct, but
more limited in scope, at the Bethlehem, Pennsylvania facility ("Cercast -
Bethlehem") owned and operated by Cercast - Canada's sister company, Howmet
Cercast (U.S.A.), Inc. ("Cercast - U.S.A.").
3. On May 13, 1999 the Air Force advised Cercast - Canada that the Air
Force was terminating the foregoing Notice of Proposed Debarment, and by
letters dated May 17, 1999 the
Air Force issued new Notices of Proposed Debarment applicable specifically to
Cercast - Montreal and Cercast - Bethlehem.
4. Howmet has expressed an interest in demonstrating that it can be
trusted to deal fairly and honestly with the Government and that suspending or
debarring Cercast - U.S.A. and Cercast - Canada from future Government
contracting is not a necessary protection in this case. Howmet has acknowledged
improper conduct of employees at Cercast - Montreal and Cercast - Bethlehem and
has taken responsibility for the circumstances of wrongdoing. Howmet has agreed
to keep in place its Business Ethics Program voluntarily adopted prior to the
date of this Agreement, and to take other actions as specified herein to assure
that it possesses the high degree of business honesty and integrity required of
a Government contractor.
5. Howmet represents that, to the best of Howmet's knowledge, none of the
individuals who were involved in the kickback activity, one of the issues
involved in Howmet's disclosure, is now employed by Cercast - Canada or any
other Howmet affiliate.
6. The Air Force and Howmet agree that FAR Subpart 9.406 may provide a
basis upon which to debar Howmet. The Air Force has determined, however, that
based upon information currently known to the Air Force, Howmet's corrective
actions, described in the terms and conditions of this Agreement, provide
adequate assurance that Howmet's future dealings with the Government, if any,
will be conducted responsibly and that suspension or debarment is not necessary
at this time to protect the Government's interests. The parties, therefore,
agree to the terms and conditions set out below.
ARTICLES
1. PERIOD. The period of this Administrative Agreement shall be
three years from the date of execution of this Agreement by the Air Force, or,
if the Air Force determines at
any time during the three years that Howmet has ceased to be in full compliance
with the letter and spirit of this Agreement,for a period of three years
following reestablishment of full compliance as determined by the Air Force.
2. EMPLOYEES. The word "employee(s)" in this Agreement includes
company officers, permanent, temporary, and contract employees, full-time and
part-time employees, consultants, and members of the Board of Directors.
3. SELF-GOVERNANCE PROGRAMS. Howmet has implemented and agrees to
maintain a self-governance program that includes compliance programs for
affected employees and a Business Ethics Program that covers all employees of
Howmet, including Cercast - U.S.A. and Cercast - Canada. The Business Ethics
Program shall be maintained so as to ensure that Howmet and each of its
employees maintain the business honesty and integrity required of a Government
contractor and that Howmet operates in strict compliance with all applicable
laws, regulations, and the terms of any contract. Howmet represents that its
Business Ethics Program includes the following components:
a. CENTRAL, HIGH-LEVEL PROGRAM MANAGEMENT. Howmet has designated
Howmet's Director of Internal Audit to be the Program Ethics Officer. The Ethics
Officer is responsible for managing all aspects of the Howmet Business Ethics
Program.
b. CODE OF BUSINESS ETHICS. A written Code of Ethics and Standards
of Business Conduct (hereinafter "the Code") was adopted on May 7, 1999 by the
Board of Directors of Howmet International Inc., Howmet's parent company. A copy
of the Code is Exhibit A to this Agreement. The Code has been circulated to each
employee of Howmet. After reading the Code each current employee has signed or
will have signed within twelve months of the effective date of this Agreement a
register or acknowledgement stating that he or she has read
and understood the Code. Howmet shall maintain such a register or
acknowledgements containing the signatures of its employees, and such a register
or acknowledgements will be open to inspection by the Government. At least once
in each twelve-month period beginning on the first anniversary of the effective
date of this Agreement, then-current employees shall repeat the procedure of
reading the Code and signing the register or acknowledgements. Within two weeks
of starting employment with Howmet, new employees shall read the Code and sign
the register or acknowledgements. Within that two week period the new employee's
immediate supervisor or other management person also shall discuss the content
and requirements of the Code with the new employee.
c. INFORMATION AND EDUCATION PROGRAM. Howmet has instituted and
shall maintain an information and education program, including employee
training, designed to assure that all Howmet employees are aware of all
applicable laws, regulations, and standards of business conduct that employees
are expected to follow, and the consequences to both the employee and the
company that will ensue from any violation of such measures. Employee training
consists of live ethics and compliance training for all employees in a classroom
setting each twelve-month period commencing on the effective date of this
Agreement (with credit given for any training given within six months prior to
such effective date), with each session, or combination of sessions, lasting
approximately one hour in each such twelve-month period. A subject outline and
schedule for the training program is included here as Exhibit B and is
incorporated by reference into this Agreement.
d. LANGUAGES. All written materials and training related to the
Business Ethics Program will be provided in English, and (for the Cercast -
Montreal facility) French.
e. REPORTING AND INFORMATION RESOURCES. Howmet has installed a
toll-free, dedicated telephone number for confidential calls reporting suspected
misconduct or for asking questions related to business ethics or business
conduct at Howmet. In addition, Howmet has posted in prominent places accessible
to each of its employees a notice giving the toll-free number, inviting
confidential calls, and stating the company's commitment to comply with all
applicable laws and regulations in the conduct of its business. A copy of the
notice is attached to this Agreement as Exhibit C. Howmet also has posted in
common work areas a "Hotline" poster prepared by the Inspector General of the
Department of Defense providing phone numbers to report fraud, waste, and abuse,
and/or security violations.
f. GIFTS PROHIBITED. Howmet has instituted a prohibition on
giving any gift, gratuity, meal, refreshment, or entertainment to any
Government employee.
4. PREFERRED SUPPLIER PROGRAM. Howmet shall institute a Preferred
Supplier Program within 180 days of the effective date of this Agreement. The
Preferred Supplier Program shall be designed to rate prospective subcontractors
and suppliers for quality and performance, and to assign an enhanced priority to
such entities for having instituted compliance and values based ethics programs.
5. PERFORMANCE STANDARDS. Promotion of and adherence to the Howmet
Business Ethics Program is an element of each manager's and supervisor's written
performance standards. Each manager and supervisor is appraised annually in
writing on his or her knowledge of, adherence to and promotion of Howmet's
Business Ethics Programs. Howmet will submit, as a part of each report to the
Air Force pursuant to Article 8, a statement by the President of Howmet, or its
Senior Vice President - North American Operations, that he has
verified that each manager and supervisor has been appraised on his or her
adherence to and promotion of Howmet's Business Ethics Program.
6. GENERAL MANAGER'S CERTIFICATE. Howmet has implemented and will
maintain an annual certification requirement. The General Manager of each of
Howmet's facilities shall attest that he or she has personally advised each
employee of the following information, or has arranged for and verified that
each employee has been advised of the following information: (a) the content and
application of the company's Business Ethics Program; (b) strict adherence to
the law, the Code, and the principles of the Business Ethics Program is a
condition of employment; and (c) Howmet will take disciplinary action, including
discharge, for any violation of law, the Code, the principles of the Business
Ethics Program, or basic tenets of business honesty and integrity. Such advice
and information may be provided at employee group meetings. A copy of the
certificate used to fulfill this requirement is attached as Exhibit D. Cercast -
U.S.A. and Cercast - Canada will submit, as a part of each report to the Air
Force pursuant to Article 8, a statement by the President of Cercast - U.S.A.
and Cercast - Canada that he has verified that the certifications are being
maintained and that the General Manager of each of the Cercast - U.S.A. and
Cercast - Canada facilities has provided a certification as required by this
provision. The certificates shall be maintained and available for the Air
Force's review and inspection during the life of this Agreement.
7. BOARD OF DIRECTORS RESPONSIBILITIES. The Audit Committee of the
Board of Directors of Howmet International, Inc. shall be responsible for
Howmet's Business Ethics Program, for maintaining and updating the Code, and for
auditing Howmet's compliance with this Agreement. The Howmet Director of
Internal Audit and appropriate members of management shall report to the Audit
Committee in person and in writing once in 1999 and not
less than three times each year thereafter concerning Howmet's Business Ethics
Program and compliance with this Agreement. Howmet shall take whatever actions
are appropriate and necessary to ensure that it conducts its activities in
compliance with the requirements of the law and sound business ethics. Howmet
shall provide to the Air Force copies of the written reports and minutes of the
Audit Committee meetings reflecting the reports made to the Audit Committee and
the decisions or directions to management concerning any matters in any way
related to Howmet's Business Ethics Programs or this Agreement. The names of the
members of the Audit Committee are listed at Exhibit E. If any member of the
Audit Committee leaves the Audit Committee, Howmet shall notify the Air Force
within one week of the change and shall provide the name of each new member to
the Air Force upon election or appointment.
8. REPORTS. Pursuant to the schedule set forth as Exhibit F, the
President of Cercast - U.S.A. and Cercast - Canada shall submit written reports
to the Air Force describing the measures taken by Cercast - U.S.A. and Cercast -
Canada since the prior report to implement the Howmet Business Ethics Program at
these facilities and to ensure their compliance with this Agreement. The
schedule at Exhibit F sets forth the reporting dates for submission of the
reports. The reporting dates are deadlines for receipt of the reports at Air
Force Headquarters. Howmet's failure to meet these requirements on or before the
dates agreed to shall constitute a breach of this Agreement. The reports shall
include the following as they relate to Cercast - U.S.A. and Cercast - Canada:
a. Standards of conduct/ethics/compliance training conducted,
subject matter covered, and the number and type of employees who attended.
b. Initiatives relating to the Business Ethics Program.
c. Information required by Articles 5, 6, 10, 13 and 14.
d. The initiation and status of any ongoing investigation of,
or legal proceedings involving, Cercast - U.S.A. or Cercast - Canada, including
times, places, and subject matter of search warrants, subpoenas, criminal
charges, criminal or civil agreements, etc.
e. A statement by the President of Cercast - U.S.A. and Cercast -
Canada that he has verified that the register or acknowledgements referenced in
Article 3.b. are being maintained, and that to the best of his knowledge each
employee has signed the register or acknowledgements as required by this
provision.
f. A report identifying all calls made to the company confidential
toll-free line (regardless of subject matter) relating to Cercast - U.S.A. or
Cercast - Canada, and any instances of suspected misconduct involving Cercast -
U.S.A. or Cercast - Canada brought to the attention of management through any
other channel during the period since the last report. Such reports shall
summarize the facts of each matter, stating the date and source (generically
identified only as employee, consultant, outsider, etc.), medium of the report,
the date and nature of the reported conduct, type and results of any internal
investigation, corrective and/or disciplinary action and date of feedback to the
source of the information. Matters pending resolution at the time of a reporting
period shall be reported in each report until final resolution of the matter is
reported. If the company has received no reports, Howmet shall report that fact.
For purposes of this Article 8.f., Howmet may summarize the matters reported.
The complete Howmet files on each case, however, shall be made available to the
Air Force upon request (consistent with preserving the confidentiality of the
caller if so requested by him or her).
g. A statement of any problems or weaknesses identified through the
Ethics and Business Conduct process, corrective action proposed or initiated,
and the status of any corrective action.
9. MANAGEMENT. The President of Cercast - U.S.A. and Cercast -
Canada on the date of execution of this Agreement by Howmet is Xxxxxxxx Xxxx.
Howmet agrees to notify the Air Force within one week if this officer leaves his
current position and to provide the name of the successor to the Air Force upon
appointment.
10. LEGAL PROCEEDINGS. Howmet represents to the Air Force that, to
the best of Howmet's knowledge, no Howmet facility is now under criminal or
civil investigation by any Governmental entity, except as follows:
a) an investigation presently underway by the Defense Criminal
Investigative Service into the kickback and quality issues presented
to the Air Force by Howmet in its Present Responsibility Document
dated March 24, 1999 and its Supplemental Present Responsibility
Submissions dated April 9, 1999 and May 5,
1999;
b) a possible investigation by the U.S. Air Force's Office of Special
Investigations into inspection practices at Howmet's Machinery
Center in Winsted, Connecticut in the 1993-94 time period, which
investigation was last active, to Howmet's knowledge, in 1997.
In addition to the periodic written reports required under Article 8, Howmet
shall notify the Air Force within five working days of the time Howmet learns
of: (a) the initiation of any other criminal or civil investigation by any
federal, state, or local government entity involving allegations of Foreign
Corrupt Practices Act, false statements, false claims, corruption, conflict of
interest or anti-trust violations, if Howmet has reason to believe that any
facility of Howmet is a target or subject of such investigation; (b) service of
subpoenas by any such governmental entity, if Howmet has reason to believe that
any facility of Howmet is a subject or target of the
investigation; (c) service of search warrants and/or searches carried out in any
facility of Howmet; (d) initiation of legal action against any facility of
Howmet or any of its employees, or agents by any entity alleging violations of
the Foreign Corrupt Practices Act, false statements, false claims, corruption,
conflict of interest, or anti-trust violations relating to the business of such
facility; or (e) criminal charges brought by any governmental entity against any
facility of Howmet, or any of its employees, or agents, relating to the business
of such facility. Howmet shall provide to the Air Force as much information as
necessary to allow the Air Force to determine the impact of the investigative or
legal activity upon the present responsibility of Howmet for Government
contracting.
11. MEETING. Between five and seven months after the effective date
of this Agreement, at the request of the Air Force Deputy General Counsel for
Contractor Responsibility, the President of Howmet and its Director of Internal
Audit shall meet with the Deputy General Counsel, or his designee, to discuss
the status of implementation of this Agreement and the Business Ethics Programs.
12. BUSINESS ETHICS PROGRAM REVIEW. Prior to the execution of this
Agreement, Howmet shall engage an independent party designated by the Air Force
to perform a review of Cercast - U.S.A.'s and Cercast - Canada's participation
in Howmet's Business Ethics Program. Howmet shall require the independent party
to prepare a report for Howmet evaluating Cercast - U.S.A.'s and Cercast -
Canada's Business Ethics participation in this Program and recommending any
appropriate changes. Howmet shall direct the independent party to issue the
report to Howmet and to the Air Force without first discussing its proposed
conclusions with Howmet. Howmet shall provide its action plan for implementing
any recommended changes to the Air Force. This process shall be completed
promptly so that Howmet's action plan is
furnished to the Air Force not later than four months after the effective date
of this Agreement. Howmet shall initiate a second review of Cercast - U.S.A.'s
and Cercast - Canada's participation to be conducted with a report of the
findings. Howmet shall prepare and submit the report to the Air Force not later
than 30 months after the effective date of this Agreement.
13. SELF-GOVERNANCE PROGRAM AUDIT. Howmet shall cause Howmet's
Internal Audit organization to audit Cercast - U.S.A.'s and Cercast - Canada's
operations for compliance with this Agreement and Howmet's self-governance
programs, including the Cercast - U.S.A.'s and Cercast - Canada's participation
in Howmet's Business Ethics Program. Howmet's Internal Audit organization shall
audit Cercast - U.S.A. and Cercast - Canada in each twelve-month period
beginning on the date of this Agreement. The results of the audits shall be
furnished to the Air Force with the reports submitted pursuant to Article 8.
14. LIST OF AUDIT REPORTS. In addition to audit reports elsewhere
required under Article 8, Howmet agrees to provide the Air Force with a list of
all internal and external audit reports, relating to Cercast - U.S.A. or Cercast
- Canada, generated by or for Howmet's Internal Audit organization during the
reporting period covered by the current Article 8 report. Howmet shall include
in the list reports generated as a result of customer or Government surveys of
Cercast - U.S.A. and Cercast - Canada.
15. REPORTS OF MISCONDUCT. In addition to the routine reports of
misconduct required by Article 8.f., Cercast - U.S.A. and Cercast - Canada shall
report to the Air Force, within 15 days of discovery by management, any
suspected misconduct relating to any facility of Cercast - U.S.A. and Cercast -
Canada that management has reasonable grounds to believe may constitute a
violation of criminal law, or civil law that would impact on the present
responsibility of the facility. The misconduct to be reported pursuant to this
article includes
misconduct by any person, including, but not limited to, Cercast - U.S.A.,
Cercast - Canada, their subcontractors, suppliers, and employees, as defined
herein, and Government employees, when related to the conduct of Cercast -
U.S.A. or Cercast - Canada or their businesses, and shall include misconduct
disclosed to Howmet from any source relating to the business of Cercast - U.S.A.
or Cercast - Canada. Howmet will investigate all reports of such misconduct that
come to its attention and will notify the Air Force of the outcome of such
investigations and any potential or actual impact on any aspect of the
Government business of Cercast - U.S.A. or Cercast - Canada. Howmet will take
corrective action, including prompt restitution, with respect to any harm to the
Government. Howmet will include summary reports of the status of each such
investigation to the Air Force in the reports submitted pursuant to Article 8
until each matter is finally resolved. As a separate matter and not related to
the above provisions of this paragraph, Howmet has advised the Air Force that,
as a part of Howmet's self-governance program, Howmet has a written policy of
voluntarily disclosing suspected misconduct affecting Government business,
pursuant to the Department of Defense Inspector General's Voluntary Disclosure
Program. It is not a requirement of this Agreement that Howmet participate in
any Voluntary Disclosure Program. If, however, Howmet does participate in the
program, during the term of this Agreement, Howmet will provide to the Air Force
copies of all such disclosures within five days of the disclosure. It is the
intention of the Air Force that the requirements of this Agreement related to
required disclosures by Howmet to the Air Force shall not render involuntary a
disclosure made pursuant to any agency Voluntary Disclosure Program.
16. QUALITY ASSURANCE GROUP. Howmet has established and shall
continue to maintain an independent quality assurance group that does not report
to directors of production of Cercast - U.S.A. or Cercast - Canada. Howmet shall
notify the Air Force of any
proposed changes to this organizational arrangement before the changes occur.
Howmet shall not effect the changes unless and until the Air Force concurs. The
independent quality assurance group shall regularly audit Cercast - U.S.A.'s and
Cercast - Canada's compliance with applicable specifications and contract
requirements; such audits shall include transaction testing. Cercast - U.S.A.
and Cercast - Canada shall maintain complete records, including original
documents, of all purchases, sales, receipts, shipments, or testing of any
material or product in any way related to government contracts or subcontracts.
These records shall be sufficient to provide complete evidence of all
transactions related to items furnished directly or indirectly by Cercast -
U.S.A. or Cercast - Canada to the Government upon any government procurement.
These records shall be maintained for not less than four years after final
payment of any affected contract.
17. LETTERS TO SUPPLIERS AND SUBCONTRACTORS. In November 1999,
Howmet will distribute a letter from its president to every supplier and
subcontractor to Howmet with significant or recurring activity with Howmet. The
letter (1) will emphasize Howmet's commitment to procurement integrity, (2) ask
suppliers and subcontractors not to offer or give anything of value to Howmet's
employees, (3) state that Howmet's employees are not allowed to give to or
receive from Howmet suppliers anything of value, (4) ask suppliers and
subcontractors to report to Howmet's Director of Internal Audit any improper or
illegal activity by Howmet employees, and (5) inform them of the telephone
number for the Howmet Alertline. A copy of the letter is at Exhibit G. A similar
letter will be sent to all Howmet suppliers and subcontractors each year
thereafter in the month of November. A copy of each year's letter shall be
furnished to the Air Force pursuant to Article 8.
18. EMPLOYMENT OF SUSPENDED OR DEBARRED INDIVIDUALS. Howmet has a
written internal operating policy that it shall not knowingly employ, with or
without pay, an individual who is under indictment for, or convicted of, a crime
rendering them ineligible for Federal programs, or listed by a Federal Agency as
debarred, suspended, or otherwise ineligible for Federal programs. A copy of the
policy is attached as Exhibit H. In order to carry out the policy, Howmet shall
make reasonable inquiry into the status of any potential employee or consultant.
Such reasonable inquiry shall include, at a minimum, review of the General
Services Administration's ("GSA") List of Parties Excluded from Federal
Procurement and Nonprocurement Programs as maintained by GSA on its Internet
website. The Howmet policy does not require Howmet to terminate the employment
of individuals who are indicted, become suspended or are proposed for debarment
during their employment with Howmet. However, it will remove such employees from
responsibility for or involvement with Howmet's business affairs until the
resolution of such suspension or proposed debarment. In addition, if any
employee of Howmet is charged with a criminal offense relating to business or
otherwise relating to honesty and integrity, Howmet will remove that employee
immediately from responsibility for or involvement with its business affairs. If
the employee is convicted or debarred, Howmet policy requires that the employee
will be terminated from employment with Howmet. Howmet shall notify the Air
Force of each such personnel action taken, and the reasons therefor, within 15
days of the action.
19. BUSINESS RELATIONSHIPS WITH SUSPENDED OR DEBARRED ENTITIES.
Howmet has a written internal operating policy that Howmet shall not knowingly
form a contract with, purchase from, or enter into any business relationship
with any individual or business entity that is listed by a Federal Agency as
debarred, suspended, or proposed for
debarment. A copy of the policy is attached as Exhibit I. To effectuate this
policy, Howmet shall make reasonable inquiry into the status of any potential
business partner, to include, at a minimum, review of the General Services
Administration's List of Parties Excluded from Federal Procurement or
Nonprocurement Programs, including the version maintained by GSA on its Internet
website. Notwithstanding any other provision of this Article, Howmet may enter
into a business relationship with a suspended or debarred contractor, if the
President of Howmet first determines in writing that a compelling reason
justifies the action and furnishes to the Air Force Deputy General Counsel for
Contractor Responsibility a copy of the determination not less than five working
days prior to Howmet's entering into such a business relationship. Howmet shall
not enter into a business relationship under a federally funded contract with a
suspended or debarred entity if the Air Force objects. In addition to the
provisions of this article, Howmet shall comply with the requirements of FAR ss.
9.405-2(b) and provide to the Air Force Deputy General Counsel for Contractor
Responsibility a copy of the documents submitted to the contracting officer
pursuant thereto.
20. FORMER EMPLOYEES. Howmet voluntarily has severed all business
relationships with Xxxxxxxxx Xxxxxxx and Xxxxxx Xxxxxxx, including, but not
limited to, the following relationships: employer-employee, creditor-debtor, and
owner-business entity (including shareholder-corporation). Howmet shall never
reemploy or resume business relations with the former employees named in this
paragraph or any other individuals terminated from Cercast - U.S.A. or Cercast -
Canada who have been implicated by clear and convincing evidence in the
misconduct at issue here.
21. PROPOSED CHANGES. Howmet shall notify the Air Force of any
proposed changes in the directives, instructions, or procedures implemented in
furtherance of
Howmet's Business Ethics Programs and compliance with this Agreement. The Air
Force, or its authorized representative, retains the right to verify, approve,
or disapprove any such changes. No material changes shall be implemented
without the prior approval of the Air Force.
22. ACCESS TO RECORDS AND INFORMATION. In addition to any other
right the Air Force may have by statute, regulation, or contract, the Air Force
or its duly authorized representative may examine Howmet's books, records, and
other company documents and supporting materials for the purpose of verifying
and evaluating: (a) Howmet's compliance with the terms of this Agreement; (b)
Howmet's business conduct in its dealings with all of its customers, including
the Government; (c) Howmet's compliance with Federal laws, regulations, and
procurement policies and with accepted business practices; and (d) Howmet's
compliance with the requirements of Government contracts or subcontracts. The
materials described above shall be made available by Howmet at all reasonable
times for inspection, audit, or reproduction. Further, for purposes of this
Article, the Air Force or its authorized representative may interview any Howmet
employee at the employee's place of business during normal business hours, or at
such other place and time as may be mutually agreed between the employee and the
Air Force. Employees may elect to be interviewed with or without a
representative of Howmet being present. The employee may be represented
personally by his own counsel if requested by the employee. Such counsel may
also be counsel to Howmet or be provided to the employee by Howmet.
23. COSTS OF REVIEW. Howmet has paid to the Air Force $30,000 to
cover the Air Force's costs of independently reviewing this matter and
administering this Agreement.
24. UNALLOWABLE COSTS.
a. Howmet agrees that all unallowable costs, as defined in FAR ss.
31.205-47, incurred by, for, or on behalf of Howmet or any Howmet current or
former officer, director, agent, employee, consultant, or affiliate shall be
expressly unallowable costs for Government contract accounting purposes.
Unallowable costs include, but are not limited to, costs arising from, related
to, or in connection with (1) the matters at issue here, (2) the Government's
criminal and civil investigations regarding the matters at issue here, and (3)
the Air Force's independent review of Howmet's present responsibility, including
the costs of the company's submissions, presentations, and appearances before
the office of the Air Force Deputy General Counsel for Contractor
Responsibility. Howmet's, Cercast - U.S.A.'s and Cercast Canada's costs of
performing and administering the terms of this Agreement and any fines or
penalties levied or to be levied in or arising out of the matter at issue here
are agreed to be expressly unallowable costs. Also unallowable are Howmet's,
Cercast - U.S.A.'s and Cercast - Canada's costs of bringing Howmet's
self-governance, compliance, and/or ethics programs to a level acceptable to the
Air Force. However, Howmet's, Cercast - U.S.A.'s, and Cercast - Canada's present
and future costs of maintaining, operating, and improving Howmet's, Cercast -
U.S.A.'s and Cercast - Canada's corporate self-governance/compliance/ethics
programs are allowable costs for purposes of this Agreement. Howmet agrees to
reimburse prime contractors on U.S. Government contracts with Cercast - U.S.A.
or Cercast - Canada for any reasonable costs incurred by the prime contractors
as a result of the conduct of any Cercast - U.S.A. or Cercast - Canada entity
which gave rise to the Air Force's Notice of Proposed Debarment.
b. Howmet agrees to treat as unallowable costs the full salary and
benefits of any officer, employee, or consultant terminated from Howmet's,
Cercast - U.S.A.'s or Cercast
- Canada's employ or removed from government contracting as a result of the
wrongdoing at issue here and the cost of any severance payments or early
retirement incentive payments paid to employees released from the company as a
result of the wrongdoing at issue here. For purposes of the preceding sentence,
the salary and benefits costs shall include all such costs from the first
instance of participation of each individual in the matters at issue here, as
determined by the Air Force, commencing on January 1, 1998.
c. Howmet recognizes that in order to comply with the terms of this
paragraph, certain costs may need to be reclassified. Howmet shall proceed
immediately to identify and reclassify such costs. Because of the difficulty of
establishing Howmet's unallowable internal costs related to this matter, Howmet
and the Air Force agree that Howmet shall remove agreed-upon amounts from
allowable overheads and shall treat these amounts as expressly unallowable
costs. The methodology for determining the agreed-upon amount is set forth in
Exhibit J. The agreed-upon amounts of unallowable costs are $4,951,000 for
calendar year 1999 and $425,000 for each of 2000, 2001 and 2002. A portion of
these unallowable costs shall be allocated to each Howmet North American
operation. The allocation will be based on use of a three-factor formula (sales;
payroll dollars; and inventory and property, plant and equipment). Each Howmet
North American operation will treat its allocated amount as expressly
unallowable costs. Within 120 days of the effective date of this Agreement,
Howmet shall adjust any bid rate, billing rate, or unsettled final indirect cost
rate pools to eliminate any costs made unallowable by this Agreement. The Air
Force or a designated representative shall have the right to audit Howmet's
books and records to verify compliance with this Article. Such audit rights
shall be in addition to any audit rights the Government may have under the terms
of any contract with Howmet, Cercast
- U.S.A. and Cercast - Canada. The foregoing provisions of this Article 24
shall not require adjustment to pricing under any competitively bid fixed price
contracts.
25. ADVERSE ACTIONS. Howmet avers that adverse actions taken, or to
be taken, by Howmet against any employee or other individual associated with
Howmet arising out of or related to the wrongdoing at issue here were solely the
result of Howmet's initiatives and decisions, and were not the result of any
action by, or on behalf of, agents or employees of the United States.
26. NO SUSPENSION OR DEBARMENT. Provided that the terms and
conditions of this Agreement are faithfully fulfilled, the Air Force will not
suspend or debar Howmet, Cercast - U.S.A., Cercast - Canada, Cercast - Montreal
or Cercast - Bethlehem, based on the facts and circumstances set forth in the
Air Force's Memorandum in Support of the Proposed Debarment of Howmet Cercast -
Montreal Division and Howmet Cercast - Bethlehem Division dated May 17, 1999 or
Howmet's Present Responsibility Document dated March 24, 1999 or its
Supplemental Present Responsibility Submissions dated April 9, 1999 and May 5,
1999. If the Air Force has reason to believe Howmet has not fulfilled its
obligations under any provision of this Agreement, it will provide the company
with a reasonable opportunity to respond to the possible noncompliance and take
appropriate corrective action before making any finding that Howmet has breached
this Agreement. The Air Force's decision not to suspend or debar these companies
upon the facts at issue here shall not restrict the Air Force or any other
agency of the Government from instituting administrative actions. Such actions
include, without limitation, suspension or debarment should other information
indicating the propriety of such action come to the attention of the Air Force
or such other agency, or additional information concerning the facts at issue
here is discovered by the Government, which facts were not
disclosed by Howmet or by the exercise of reasonable diligence could
not have been discovered by the Government as of the date of this
Agreement.
27. PRESENT RESPONSIBILITY. Howmet's compliance with the terms and
conditions of this Agreement shall constitute an element of Howmet's present
responsibility for Government contracting. Howmet's failure to meet any of its
obligations pursuant to the terms and conditions of this Agreement constitutes a
separate cause for suspension and/or debarment. By entering into this Agreement,
the Air Force is not determining that Howmet is presently responsible for any
specific Government contract.
28. NOTIFY EMPLOYEES. Howmet will notify all Howmet employees of the
fact and substance of this Agreement, the nature of the wrongdoing leading to
this Agreement, and the importance of each employee's abiding by the terms of
this Agreement and all requirements of law, regulations, and Howmet policies and
procedures.
29. SALE OF BUSINESS. In the event that Howmet sells or in any way
transfers ownership of any part of the business entities that are bound by this
Agreement, Howmet shall notify the Air Force in advance and shall require by the
terms of the transfer that the new owner, in addition to Howmet, shall be bound
by the terms and conditions of this Agreement, including, but not limited to,
all reporting requirements.
30. PURCHASE OF BUSINESSES. In the event that Howmet purchases or
establishes new business units after the effective date of this Agreement,
Howmet shall implement all provisions of this Agreement, including any training
or education requirements, within 60 days following such purchase or
establishment.
31. WAIVER. Howmet hereby waives all claims, demands, or requests
for monies of any kind or of whatever nature that Howmet may have or may develop
in the future
against the Air Force arising from, related to, or in connection
with, any investigation, or as a result of administrative or judicial
proceedings, or request for any other relief in law or in equity, or in any
other forum be it judicial or administrative in nature arising out of or
relating to the facts that gave rise to the proposed debarment. This Article is
not intended for the benefit of any third party.
32. RELEASE. Howmet hereby releases the United States, its
instrumentalities, agents, and employees in their official and personal
capacities, of any and all liability or claims arising out of or related to the
investigation at issue here or the proposed debarments of Howmet, Cercast,
Cercast - Montreal or Cercast - Bethlehem or the discussions leading to this
Agreement.
33. PARAGRAPH HEADINGS. The paragraph headings in this Agreement are
inserted for convenient reference only and shall not affect the meaning or
interpretation of this Agreement.
34. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be an original, but all of which taken
together, shall constitute one and the same agreement.
35. AIR FORCE RELIANCE. Howmet represents that all written materials
and other information supplied to the Air Force by its authorized
representatives during the course of discussions with the Air Force preceding
this Agreement are true and accurate, to the best information and belief of the
Howmet signatories to this Agreement. Howmet also represents that it has
provided to the Air Force all information in its possession relating to the
facts at issue. Howmet understands that this Agreement is executed on behalf of
the Air Force in reliance upon the truth, accuracy, and completeness of all such
representations.
36. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties and supersedes all prior agreements and
understandings, whether oral or written, relating to the subject matter hereof.
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors and assigns.
37. RESTRICTION ON USE. Howmet shall not use any term of this
Agreement or the fact of the existence of this Agreement for any purpose related
to the defense of, or in mitigation of any criminal, civil, or administrative
investigation or action by any element of the Federal Government except to
demonstrate present responsibility.
38. BANKRUPTCY. Bankruptcy proceedings shall not affect the
enforcement of this Agreement in the interests of the Government.
39. AUTHORIZED REPRESENTATIVE. Xxxxx X. Xxxxxx, as President of
Howmet, is fully authorized to execute this Agreement and represents that he has
authority to bind Howmet.
40. SEVERABILITY. In the event that any one or more of the
provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect other provisions of this Agreement.
41. NOTICES. Any notices, reports, or information required hereunder
shall be in writing and delivered or mailed by registered or certified mail,
postage prepaid, or by private carrier service as follows:
If to Howmet, to:
Vice President - General Counsel
Howmet Corporation
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
If to the Air Force, to: Deputy General Counsel for
Contractor Responsibility (SAF/GCR)
Department of the Air Force
1740 Air Force, Pentagon
Washington D.C. 20330-1740
or such other address as either party shall have designated by notice in writing
to the other party. This provision shall not preclude delivery of information or
reports by other means if properly delivered to the relevant addressee. Howmet
has notified the Air Force that shortly after the execution of this Agreement,
Howmet intends to change the name of Cercast - U.S.A. to Howmet Aluminum Casting
Inc., and the name of Cercast - Canada to Howmet Aluminum Casting Ltd.
42. PUBLIC DOCUMENT. This Agreement, including all attachments and
reports submitted pursuant to this Agreement, is a public document and may be
distributed by the Air Force throughout the Government as appropriate and to
other interested persons upon request.
43. MODIFICATION. This Agreement may be amended or modified only by
a written document signed by both parties.
DEPARTMENT OF THE AIR FORCE
BY:
DATE________________
Xxxxxx X. Xxxx, Esq.
Deputy General Counsel
SAF/GCR
HOWMET CORPORATION
BY:
DATE________________
Xxxxx X. Xxxxxx
President
BY:
DATE________________
Xxxxxxx X. Xxxxx, Esq.
XxXxxxx & Xxxxx, L.L.P.
Counsel to Howmet Corporation
EXHIBIT A
(Photo)
Code Of Ethics And Standards Of Business Conduct
Always Set The Standards High
(Howmet Logo)
Contents
2 Our Commitment to Excellence
3 Our Mission and Values
4 Our Personal Commitment
6 Our Relationship With Our Customers
We... Provide Quality Products and Services
Do Not Make Improper Payments
Do Not Provide or Accept Gifts or Gratuities
Make Contract Terms Clear and Concise
Follow Accurate Billing Procedures
Safeguard the Property of Others
Obtain Marketing Data Properly and Legally
Do Not Disparage Our Competitors
Promote Ethical Excellence
10 Our Relationship With Our Suppliers
We... Treat All Suppliers Fairly
Do Not Accept or Provide Gifts and Gratuities
Protect Proprietary Data and Data Provided by Others
Use Software for its Intended Purpose
Require Ethical Behavior of our Outside Consultants and
Contractors
12 Our Relationship with the Company and Each Other
We... Provide an Ethical Environment for Employees
Compensate Our Employees Fairly
Encourage Self-Development
Are an Equal Employment Opportunity Employer
Maintain a Safe and Drug-Free Workplace
Prohibit All Forms of Harassment
Believe in the Employee's Right to Privacy
Avoid Conflicts of Interest
Safeguard Company Property
Are Careful When Hiring Closely Related Persons
Report with Integrity
17 Our Relationship with Shareholders
18 Our Relationship with Our Communities
We... Comply with Local Laws and Customs
Do Not Make Political Contributions
Protect the Environment
Obey All Laws
Cooperate Fully with Government Investigations
Voluntarily Disclose Violations
21 Our Compliance Program
The Structure
The Compliance Council
Employees
Management
Business Compliance Representatives
Customers, Suppliers, and Consultants
ALERTLINE
23 Our Corporate Policies
24 Warning Signs
Resource Directory
Page 2:
Our Commitment to Excellence
This is your personal copy of the Howmet Code of Ethics and Standards of
Business Conduct which states our company mission and the values that we hold
high, and defines the standards of business conduct that are the foundation of
our worldwide activities.
Howmet aims to "always set the standards high" in all that we do. In striving to
achieve ever improving operational and financial performance, it is a critical
company objective to ensure that these results are attained in strict
conformance with customer requirements, high standards of business ethics, and
good business practices.
To ensure proper focus on this vital corporate requirement, Howmet has
established a Compliance Office with a network of Business Compliance
Representatives located at each operating unit worldwide. This network provides
a focal point for obtaining information, guidance, and interpretation pertaining
to our Code of Ethics and Standards of Business Conduct, and provides a tool for
assuring compliance.
It is the responsibility of each Howmet employee to act responsibly and
ethically. Misconduct by one person can discredit our company, harm our good
name, and reflect poorly on us all. The Code cannot cover every situation in
which decisions may be made. Other Howmet policies and practices, and good
common sense, also apply. If you have questions, ask. If you see a possible
problem, raise the issue. It requires a team effort to achieve and maintain our
objective of ethical excellence.
Sincerely,
(Signature)
X. X. Xxxxxx
President & Chief Executive Officer
(Photo)
Page 3:
Our Mission and Values
(Photo)
Our Mission
To strengthen our position as the premier manufacturer of components for the gas
turbine, aerospace and other advanced technology industries. In conducting our
business, we are dedicated to fulfilling our responsibilities to Howmet's
customers, employees, owners, communities, and suppliers.
Our Values
Customer Put the customer first.
Ethics Conduct business guided by the highest standards of behavior and
responsible corporate citizenship.
People Maintain a diverse organization, treating all employees with dignity and
respect.
One Howmet Committed to continuous improvement for the benefit of all.
Quality Provide products and services of the highest quality and reliability
exceeding our customers' expectations.
Leadership Act in accordance with our mission, objectives, and values, and
through our behavior, drive our company to the highest level of performance.
Prepare, empower, and involve people at all levels to make decisions in the best
interest of our customers and our company.
Rewards Recognize people consistent with team and organizational performance.
Communications Share information to assure awareness and xxxxxx an environment
of cooperation, mutual respect and trust.
Health and Safety Protect the well being of our employees and the environment
of our communities.
Technical Excellence Build continuously upon our knowledge base to achieve ever
higher levels of excellence and innovation.
Page 4:
Our Personal Commitment
We Will:
Obey The Law.
Treat Others With Respect, Trust, Honesty, Fairness, and Dignity.
Produce Quality Products and Services Delivered On-Time at a Fair Price.
Maintain Our Individual Integrity.
Never Tolerate Unethical Activity.
Know What is Expected and Take the Initiative.
Always Remember We Have Choices.
When In Doubt, Seek Help Immediately.
Be Confident That Ethics and Compliance Issues Raised Will Be Addressed Promptly
and Pursued to a Proper Resolution.
Page 5:
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Page 6:
Our Relationship with our Customers
Howmet will grow our worldwide leadership position by always striving to meet or
exceed customer expectations for quality, price, and delivery. We will build
long-lasting relationships with our customers based on mutual trust, integrity,
and honesty. We are sensitive to customer schedule, quality, and cost issues and
recognize the vital importance of supporting their needs while also complying
with legal, ethical, and regulatory requirements.
We Provide Quality Products and Services
o We strive to provide products and services that meet or exceed our customers'
expectations for quality, integrity, and reliability. We will satisfy customer
requirements with on-time deliveries at competitive prices.
o We will not change product or service specifications in design or material,
and will not substitute parts or materials, unless clearly authorized by the
customer or permitted by regulation or commercial practice.
o We will ensure that all quality certifications are accurate, and complete.
o Howmet products will be safe for use by our customers and other end users, and
they will meet all applicable government standards and regulations.
We Do Not Make Improper Payments
o Howmet strictly prohibits bribes, kickbacks, or any other form of improper
payments to any representative of government, labor union, customer, or
supplier. The Company also strictly prohibits any employee from accepting such
payments.
My supervisor told me we are behind on deliveries on a very important contract
and must do "whatever it takes" to get the product delivered by month-end. I am
concerned that our normal quality standards will be ignored to meet the delivery
requirements. What should I do?
Talk to your supervisor to clarify his instructions and explain your concerns.
If you are not satisfied, contact your Business Compliance Representative
(listed in the back of this book), the Howmet Compliance Officer, or call the
ALERTLINE. Howmet has a reputation for quality and will not lower its standards
in order to meet deadlines. Each employee has a personal responsibility to
assure consistent application of specified quality criteria.
Page 7:
Our Relationship with our Customers
o All contacts and dealings with customers and suppliers will be conducted so as
to avoid even the appearance of impropriety or violation of any applicable law
or regulation, or these standards of business conduct.
We Do Not Provide or Accept Gifts and Gratuities
o Business gifts and gratuities are always a high risk area. The
underlying motives for such activities can be easily misinterpreted.
o The basic rule is to avoid giving or accepting any gifts or
gratuities.
o If situations arise where a gift or gratuity is unavoidable, the guidance in
the following sections should be followed.
o Care must also be taken to ensure that the Company is not violating the
standards of business conduct of the recipient's company or organization.
o In no event should any entertainment or gifts be given or accepted that would
adversely impact or appear to impact job performance, cause embarrassment to the
company, or compromise the integrity or independence of any employee.
Government Customers and Their Representatives
o Federal, state and local government agencies are governed by laws and
regulations concerning acceptance by their employees of entertainment, meals,
gifts, gratuities, and other things of value from firms and persons with whom
those agencies do business or over whom they have regulatory authority. Howmet
strictly complies with those laws and regulations.
o We will not give gifts or gratuities to any federal, state or local government
employees or their representatives.
o We will also not give any gift or gratuity to a customer who has direct
control over issuing government subcontracts.
Commercial Customers
o We will not offer to or accept from our existing or potential commercial
customers cash gifts of any amount or non-monetary gifts or gratuities with a
fair market value of more than $50.
o Reasonable business entertainment is permitted, including traditional
promotional events, as long as what is offered is consistent with usual business
practice, cannot be construed as a bribe or payoff, is not in violation of any
law and will not embarrass
Page 8:
Our Relationship with our Customers
the company or ourselves if disclosed publicly.
o In those instances where giving or accepting gifts or gratuities is
unavoidable, employees will consult with the Compliance Officer or Corporate
Legal Counsel prior to providing or accepting any gifts or gratuities with a
fair market value of more than $50.
Foreign Government Customers and Public Officials
o The Company may be restricted from giving meals, gifts, gratuities,
entertainment, or other things of value to personnel of foreign governments and
foreign public officials by the Foreign Corrupt Practices Act and by laws of
foreign countries.
o Employees must discuss such situations with the Compliance Officer or
Corporate Legal Counsel prior to making any gifts or providing any gratuities of
more than $50.
We Make Contract Terms Clear & Concise
o Howmet will communicate clearly and precisely so that we and our customers
share a common understanding of the terms of our contracts, including
performance criteria, costs, and schedules.
o When we are involved in proposals, bid preparations, or contract negotiations,
we must be certain that all statements, communications, and representations to
prospective customers are accurate and truthful. Once awarded, all contracts
must be performed in compliance with specifications and requirements.
o When the conditions of a government customer inquiry or purchase order require
that we submit and certify cost and pricing data, we will comply to the best of
our ability. Our submittal will be a full disclosure of complete and accurate
cost data, current to the date of price negotiation and agreement. It will
include only those costs that are reasonable and clearly allowable or perceived
in good faith to be allowable by the applicable regulations.
We Follow Accurate Billing Procedures
o Howmet will reflect accurate invoice prices and terms for all products
sold or services rendered.
We Safeguard the Property of Others
o Howmet protects the tangible and intellectual property of those with
whom we do business, and we comply with all regulations or
Page 9:
Our Relationship with our Customers
contractual requirements governing the use of such property.
o Tangible and intellectual property of competitors will be obtained only
through lawful means.
o Employees with government security clearances who have access to classified
data will safeguard that data according to government regulations, including
applicable agency procedures.
o We will not use, without prior approval, any customer-owned equipment to
support unrelated production or divert customer-owned materials from their
intended use.
o Employees who leave the company may not use Howmet or customer/supplier
proprietary information obtained during their employment.
o We will not extract or reproduce copyrighted material without first obtaining
permission from the owners of the material.
We Obtain Marketing Data Properly and Legally
o Howmet will seek all marketing data properly and legally, and we will not
obtain or use any government classified or sensitive information from any source
where there is reason to believe that the release of the information is
unauthorized.
o We will also avoid discussing with competitors such matters as price or other
terms of sale, costs, inventories, product plans, market surveys, or any other
confidential or proprietary information. If a competitor begins to discuss any
prohibited topics, the Howmet employee or representative must refuse to
participate and disengage from the discussions.
We Do Not Disparage Our Competitors
o Marketing and selling practices should be based on the superiority of our
product offerings. We must take great care to avoid disparaging a competitor
through inaccurate statements.
We Promote Ethical Excellence
o Howmet became a voluntary signatory to the Defense Industry Initiative (DII)
on Business Ethics and Conduct on October 7, 1997. The DII is an organization of
almost 50 companies in the defense and aerospace industries committed to
promoting ethical behavior in the business world.
(DII Logo)
Page 10:
Our Relationship with Suppliers
Howmet is committed to dealing fairly with our suppliers. We will emphasize fair
competition, without discrimination or deception, in a manner consistent with
long-lasting relationships. We will purchase all equipment, supplies, and
services based on merit. Howmet suppliers, vendors, and subcontractors will be
treated with fairness and integrity.
We Treat All Suppliers Fairly
o We will treat all suppliers uniformly and fairly when we buy goods or services
for Howmet. In deciding among competing suppliers, we will objectively and
impartially weigh all factors and avoid even the appearance of favoritism. We
will follow established policies and procedures in the procurement of all goods
and services.
o We will communicate clearly and precisely, so that our suppliers understand
the terms of our purchase orders and contracts, including price, quantity,
performance criteria, specifications, and schedules.
o Howmet will provide the same information and instructions to each competing
supplier for a proposed purchase.
We Do Not Accept or Provide Gifts and Gratuities
o Howmet employees will not be influenced by or attempt to influence suppliers
or potential suppliers by accepting or providing gifts or gratuities of any
kind.
o Employees and their families may not offer or accept gifts or gratuities that
could be perceived as an attempt to influence the performance of duties or favor
existing or potential suppliers.
o Examples of prohibited items include, but are not limited to: cash gifts of
any amount, non-monetary gifts and meals with a fair market value of more than
$50; personal services, travel and lodging, theater and sporting event tickets;
and payments, preferential investment opportunities, and discounts and loans
with terms not available to other employees.
Page 11:
Our Relationship with Suppliers
We Protect Proprietary Data and Data Provided by Others
o Howmet will not disclose proprietary company information to anyone without
proper authorization. We will keep proprietary documents protected and secure.
o In the course of normal business activities, suppliers, customers, and
competitors may provide us information that is proprietary to their business. We
respect these confidences.
We Use Software for its Intended Purpose
o Howmet employees are responsible for complying with requirements of copyright
licenses related to software used in fulfilling job requirements. We will not
reproduce software that is licensed to us by a supplier nor will we incorporate
it into our own internally developed software unless we are permitted to do so.
We Require Ethical Behavior of Our Outside Consultants and Contractors
o When it is necessary to engage the services of an individual or firm to
consult for or otherwise represent the Company, special attention must be given
to avoid conflicts of interest between Howmet and the person or firm employed.
o In addition, consultants, representatives, and agents of the Company must
adhere to the same high standards of behavior and excellence required of every
Howmet employee. They must not act on behalf of the Company in any manner that
is inconsistent with this Code of Ethics and Standards of Business Conduct, our
policies, or any applicable laws or regulations.
One of my suppliers gave me a box of expensive cigars at Christmas. We have a
long-standing relationship, and I am afraid she would be offended if I refuse.
Should I accept the gifts?
Normally, as we enter the holiday season we will send a letter to suppliers
asking that they not offer gifts, and explain why. While it may seem
"politically correct" to accept these gifts, it is not permitted. You should
explain very diplomatically that you appreciate the gesture but that you are
prohibited from accepting any gifts with a value of more than $50. Making your
position clear and standing by your convictions is the right thing to do and
will make future situations easier to resolve.
Page 12:
Our Relationship with the Company and Each Other
We are committed to treating one another fairly, and to maintaining employment
practices based on equal opportunity for all employees. We will respect each
other's privacy and treat each other with dignity and respect. We are committed
to providing safe and healthy working conditions and an atmosphere of open
communications for all our employees.
We Provide an Ethical Environment for Employees
o Howmet provides all employees an ethical environment that facilitates
conducting business and allows individuals to excel, be creative, take
initiatives, seek new ways to solve problems, generate opportunities and be
accountable for our actions.
We Compensate Our Employees Fairly
o Howmet compensation and benefit programs are competitively based to attract,
motivate, and retain highly skilled, competent, dedicated personnel.
We Encourage Self-Development
o Howmet will provide an atmosphere that encourages continuous personal
development. We will provide training to help employees grow. We will also
encourage employees to further their self-development by attending job related
and other outside classes.
We are an Equal Employment Opportunity Employer
o Howmet is an equal employment opportunity company. Our goal is to provide
challenging, meaningful, and rewarding opportunities for personal growth to all
employees without regard to race, religion, color, national origin, age, gender,
sexual orientation, physical or mental disability, or status as a disabled
veteran or veteran of the Vietnam era.
We Maintain a Safe and Drug-Free Workplace
o Howmet prohibits the manufacture, distribution, sale, purchase, transfer,
possession, or use of alcohol, illegal drugs, or the misuse of prescription
drugs in the workplace.
Page 13:
Our Relationship with the Company and Each Other
We Prohibit All Forms of Harassment
o We forbid all forms of harassment of employees by fellow employees, employees
of outside contractors, or visitors. This includes, but is not limited to, any
demeaning, insulting, embarrassing or intimidating behavior directed at any
employee because of his or her race, religion, color, national origin, age,
gender, sexual orientation, physical or mental disability, or status as a
disabled veteran or veteran of the Vietnam era.
o Howmet bans unwelcome sexual advances or physical contact, sexually oriented
gestures and statements, and the display or circulation of sexually oriented
pictures, cartoons, or jokes. We also prohibit retaliation against any employee
who rejects, protests, or complains about sexual harassment.
We Believe in the Employee's Right to Privacy
o Howmet respects our privacy and therefore maintains only those historical and
current employee personnel and medical records needed for business, legal, or
contractual purposes, restricting access and knowledge of the contents to those
with a legitimate need to know.
o We will comply with all applicable laws regulating the disclosure of personal
information about employees.
o Howmet will provide the opportunity for employees to seek professional
assistance in dealing with personal issues that may adversely affect their job
performance.
We Avoid Conflicts of Interest
o Howmet employees and their immediate families will avoid any situation that
may create, or appear to create a conflict between our personal interests and
the interests of the company.
By way of example, a conflict of interest may arise when an employee:
Is employed by a competitor or potential competitor, regardless of the nature of
the employment, while employed by Howmet.
Accepts gifts, payments, or services from those seeking to do business with
Howmet.
Places business with a firm owned or controlled by an employee or his/her
family.
Owns or has a substantial interest in a company which is a competitor or a
supplier.
Acts as a consultant to a Howmet customer or supplier.
Page 14:
Our Relationship with the Company and Each Other
o Special consideration must be given to comply with conflict of interest laws
and regulations covering government procurements, including circumstances under
which current or former government employees may be offered, or can accept,
employment with the company. We will consult with Corporate Legal Counsel for
guidance.
o Each employee will immediately disclose any situation representing a potential
conflict of interest at the time it arises.
o In addition, routine conflict of interest updates will be periodically
requested from all employees with annual update required for selected positions.
We Safeguard Company Property
o The ability to serve our customers requires the efficient use of the Company's
assets and resources, including proprietary information and technology.
o We will use these assets according to company policies and procedures, comply
with security programs that help prevent their unauthorized use or theft, and
abide by all regulations or contractual agreements governing their use.
o We will safeguard all passwords and identification codes to prevent
unauthorized access to the company's computerized data.
o Proper use of company and customer property, facilities, and equipment is our
responsibility. We will use and maintain these assets with the utmost care and
respect, guarding against waste and abuse.
o We will be cost-conscious and alert to opportunities for improving performance
while reducing costs.
o We prohibit the use of company time, material, or facilities for purposes not
directly related to company business.
o We will use Howmet data, information systems, networks, communication devices,
and network provider services only for legitimate company business.
We are Careful When Hiring Closely Related Persons
o Howmet will not discourage the tradition of family service and may employ
persons related to Howmet employees, but the overriding considerations in this
matter are fairness and the avoidance of any perception of favoritism.
o We will not place employees in positions where they have direct control over
the responsibilities of a closely related person.
Page 15:
Our Relationship with the Company and Each Other
I'm concerned that my supervisor may be stealing company property, but I am
really not sure. What should I do?
Report your concern to the Compliance Officer or call the ALERTLINE immediately.
All information received will be handled discreetly; discussions and inquiries
will be kept in strict confidence to the extent appropriate or permitted by
policy and law. The circumstances will be investigated and disciplinary action
against the supervisor will be taken as appropriate. If we can find no
independent corroboration of your concern, no action will be taken against your
supervisor - nor against you for your report. If your supervisor suspects you
reported him or her, you will be protected from retaliation.
We Report with Integrity
o We must maintain accurate and complete Company records. Transactions between
the Company and outside individuals and organizations must be promptly and
accurately entered in our books in accordance with generally accepted accounting
principles and practices.
o We will maintain accurate and complete manufacturing records including testing
and inspection data.
o Misrepresenting facts or falsifying records for any reason is illegal and will
not be tolerated.
o We have administrative, accounting, and quality controls in place to assure
that all reports are accurate, reliable, and fully and fairly disclose pertinent
information.
o We will not authorize payment, knowing or suspecting that any part of the
payment will be used for any purpose other than what is described in the
supporting documentation.
o Employees and their supervisors are responsible for ensuring that labor and
material costs are accurately recorded on the Company's records.
o Expenses incurred by employees in performing Howmet business will be
reimbursed by filing expense reports, which must be documented accurately and
completely.
o We will separately account for expenses that are not allowable under U.S.
government contracts or subcontracts.
o We will cooperate fully with our customer and any government representatives
in investigating the role of Howmet products in any failure in service.
Page 16:
Our Relationship with the Company and Each Other
o We will advise customers and suppliers of any clerical or accounting errors
and promptly correct the errors through credits, refunds, or other mutually
acceptable means.
o Our auditors have unrestricted access to all operations, personnel, and
records necessary for the performance of their reviews.
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Page 17:
Our Relationship with Shareholders
Howmet has an obligation and commitment to maximize shareholder value. We will
do this while carefully managing business risks. We understand that investors
have choices, and we will win their long-term trust and support through
demonstrated performance achieved in accordance with the highest ethical and
legal standards.
Our Relationship with Shareholders
o We are committed to providing a superior return to our shareholders and to
protecting and improving the value of their investment through prudent
utilization of corporate resources and by observing the highest standards of
legal and ethical conduct in all our business dealings.
o Howmet complies with federal law which prohibits employees from directly or
indirectly buying or selling stock or other company securities, or from advising
someone else to buy or sell if the employees have knowledge of material inside
information. Employees are also prohibited from trading in another company's
stock, options, or other securities on the basis of that company's inside
information.
o Howmet Corporate Policy (SPI 1310.02) sets forth the only windows in which
Senior Managers, Controllers, and certain other employees may purchase company
and affiliate securities. The SPI does not override the obligation not to trade
or advise others to trade when one has material inside information.
(HWM NYSE Logo)
Page 18:
Our Relationship with Our Communities
Howmet has a long-standing commitment to be a good corporate citizen. We will
conduct ourselves in a responsible and responsive manner and comply with the
laws and customs of the communities in which we live and work. We support and
encourage employee involvement in community activities and organizations. These
interests should be pursued in a way that will reflect favorably upon the
employee and the Company. We respect our environment and will protect our
valuable natural resources.
We Comply with Local Laws and Customs
o Howmet conducts business globally where laws, customs, and social requirements
may be different from the country of our base operations. In our business
dealings, we will abide by the national and local laws of our host nations and
communities.
o In case of any conflict with the laws of our home community, employees should
consult Corporate Legal Counsel.
We Do Not Make Political Contributions
o Howmet does not allow Company funds to be used for political contributions,
directly or indirectly, in support of any party or candidate in any U.S.
election on the federal, state, or local level.
o Wherever lawful, however, the Company may contribute to an occasional local
initiative or referendum campaign where Howmet may have a direct interest. Any
such payments require advance clearance from Corporate Legal Counsel.
We Protect the Environment
o Howmet abides by all applicable health, safety, and environmental laws and
regulations in countries and communities where we do business. Where such laws
and regulations do not exist or are considered inadequate, the Company will
abide by its own high standards.
o The Company is committed to environmental excellence in the design,
manufacture, distribution, reuse, and disposal of its products and supplies.
o The Company will research the health, safety, and environmental effects of its
materials, products,
Page 19:
Our Relationship with Our Communities
and operations and share promptly any significant findings with employees,
suppliers, customers, government agencies, appropriate scientific organizations,
and the public.
o The Company will identify, control, and endeavor to minimize the use of
hazardous materials and reduce wastes.
o The Company will not manufacture or distribute any product that has
unacceptable environmental risks or costs.
o The Company will conduct prevention and control programs to safeguard
employees and the public and review the effectiveness of these programs through
its quality assurance process, environmental audits, and other systems.
o The Company will work with government and other organizations to develop
practical laws, regulations, and standards to protect the public and the
environment.
We Obey All Laws
o We will be law abiding in all of our activities. We will build a safe
environment for employees, suppliers, and customers.
o Compliance with the law does not comprise our entire ethical responsibility.
Rather, it is a minimum, absolutely essential condition for performance of our
duties.
o The laws and regulations related to contracting with the United States
Government are far-reaching and complex, thus placing additional, more stringent
requirements on Howmet. As a company, we will take a leadership position in
meeting these requirements.
o We monitor compliance and, if appropriate, we voluntarily disclose any
violations.
o Howmet will comply fully and in good faith with laws that prohibit a wide
variety of activities associated with business dealings in the U.S. and foreign
countries, including:
Antitrust Laws
o The objective of these laws is to promote fair competition in open markets. We
will not engage in any conduct with competitors that tends to restrain trade or
reduce competition.
o When doing business outside the United States, we will comply with the
applicable antitrust laws of the foreign countries and obtain advice from
Corporate Legal Counsel when issues arise under those laws.
Page 20:
Our Relationship with Our Communities
Antiboycott Laws
o A boycott occurs when one person, group, or country refuses to do business
with certain other people or countries. U.S. antiboycott laws generally do not
allow U.S. companies or their subsidiaries to cooperate with any international
boycott unless it has been approved by the U.S. Government.
Import and Export Control Laws
o Howmet will comply with all Import and Export Control laws that govern the
movement of commodities and technical data to and from the countries with which
we conduct business, including items that are hand-carried as samples or
demonstration units in luggage and disclosures in the U.S. to foreign nationals.
Foreign Corrupt Practices Act
o The Foreign Corrupt Practices Act makes it illegal for a U.S. company or any
of its worldwide subsidiaries or affiliates to pay money or make some other form
of bribe to any government official worldwide in order to obtain or keep
business.
o We will comply with the Foreign Corrupt Practices Act and consult with
Corporate Legal Counsel before making any payments allowed under the law.
We Cooperate Fully with Government Investigations
o In the event that Howmet is involved in a Government investigation regarding
the business practices of our company, employees, customers, or suppliers, we
will cooperate fully.
We will not alter or destroy any Company documents in anticipation of a
Government investigation.
We will not lie or make any misleading statements to any Government investigator
or attempt to cause any other person to provide any false or misleading
information.
We Voluntarily Disclose Violations
o Howmet will promptly and fully disclose to the responsible federal authorities
substantiated violations of federal procurement law and instances of significant
employee misconduct affecting or influencing the company's contracting
activities.
o If an agreement with one of our customers or suppliers is affected, we will
make any necessary adjustments to the price or other terms and conditions of the
agreement to correct the violation.
Page 21:
Our Compliance Program
Howmet has established a corporate-wide organizational structure to coordinate,
implement, and monitor compliance with the Code of Ethics and Standards of
Business Conduct as well as the underlying corporate policies and procedures
that support it.
The Structure
o The Compliance Program structure relies on open communication between the
Board of Directors, Management, Employees, the Howmet Compliance Council and its
designated Business Compliance Representatives.
The Compliance Council
o The Compliance Council is made up of representatives from Human Resources,
Finance, Contract Administration, Legal, Procurement, and Internal Audit, and is
chaired by a Compliance Officer selected from among the Council
members.
o The Council is responsible for:
acting as a communication resource for all Howmet employees whereby ethics and
compliance issues can be raised and questions answered in confidence.
coordinating the identification and resolution of ethics and compliance
issues in all business activities.
Employees
o Compliance is, first and foremost, the individual responsibility of every
employee. Howmet fosters an environment where employees can raise and discuss
ethical issues and concerns with supervisors without fear of retribution.
o However, when an employee wishes to seek guidance on a particular issue or
report a suspected violation, the Company has provided a systematic process to
handle such situations. In this way, the Compliance Program is yet another means
to preserve the integrity of each and every employee.
o Every Howmet employee must comply with the letter and spirit of the Code of
Ethics and Standards of Business Conduct and with the policies and procedures of
the Company.
o Employees are encouraged to raise issues or report violations promptly
through any of the following:
their direct reporting channels,
the Business Compliance Representative,
Page 22:
Our Compliance Program
the Howmet Compliance Officer,
any member of the Compliance Council, or
the ALERTLINE.
Management
o Management has a key role in the Compliance Program and is expected to
demonstrate a personal commitment to the Company's standards of behavior.
o Management will:
ensure that employees under their supervision participate in appropriate
compliance training.
maintain a work environment that ensures compliance with the Code of
Ethics and Standards of Business Conduct.
use discretion and consider an individual's character and behavior before
appointing that individual to any position of authority and
responsibility.
Business Compliance Representatives
o Management and the Compliance Council have identified a Business Compliance
Representative at each Howmet location. The identification of a Business
Compliance Representative provides another point of contact at the local level,
in addition to your management.
o The names and phone numbers of the Representatives are identified at the back
of this book.
Customers, Suppliers, and Consultants
o We are committed to ensuring ethical behavior in all of our business
relationships and will welcome any questions or compliance issues from our
customers, suppliers, and consultants.
o Customers, suppliers, and consultants are encouraged to work through their
usual Howmet contacts, or contact any of the individuals listed in the back of
this book, or call the ALERTLINE.
o We will address and resolve any questions or concerns quickly, fairly and
confidentially, without unfairly compromising our business relationships.
Page 23:
Our Compliance Program
ALERTLINE
ALERTLINE is a toll-free telephone number monitored on a 24-hour basis by
professional personnel trained to coordinate the processing of Howmet ethics and
compliance questions and issues, as well as questions pertaining to laws,
regulations, or company policies.
o We protect confidentiality to the fullest extent appropriate or permitted by
Howmet policy or law.
o We will thoroughly research any question or concern until it is resolved.
o Employees who report their concerns via the ALERTLINE (or otherwise) in good
faith, will be protected from retaliation.
Our Corporate Policies
o No communication or monitoring system can ensure complete compliance.
o In the end, each of us must use good common sense and judgment in our personal
conduct. Corporate SPI's, quality manuals, as well as plant and department
procedures are designed to help us in that effort.
o In addition, Howmet provides guidance for interpreting the Code of Ethics and
Standards of Business Conduct. Ask your supervisor, Business Compliance
Representative, any Compliance Council member, or call the ALERTLINE.
o Failure to comply with any responsibilities imposed under the Code of Ethics
and Standards of Business Conduct will result in appropriate disciplinary action
and may also require company or individual restitution, or reimbursement or
referral to government authorities.
Do people really get dismissed for violating Howmet's Standards of Business
Conduct?
Yes. Howmet takes these standards very seriously and will enforce them. The
standards apply to everyone. Any employee -- no matter what his or her level in
the corporation -- who has committed theft or fraud against the company, or is
found using or in possession of illegal drugs on company property is subject to
immediate dismissal. In addition, employees may be dismissed for conflict of
interest violations, sexual harassment, or falsifying company records.
Page 24:
Warning Signs
You May be On Thin Ethical Ice When You Hear...
"Well, maybe just this once..."
"No one will ever know..."
"It doesn't matter how it gets done as long as it gets done."
"It sounds too good to be true."
"Everyone does it."
"Shred that document."
"We can hide it."
"No one will get hurt."
"What's in it for me?"
"This will destroy the competition."
"We didn't have this conversation."
"Just between you and me..."
You can probably think of many more phrases that raise warning flags. If you
hear, or find yourself using any of these expressions, take the following Quick
Quiz:
When In Doubt, Ask Yourself...
Are my actions legal?
Am I being fair and honest?
Will my action stand the test of time?
How will I feel about myself afterwards?
How would it look in the newspaper?
Will I sleep soundly tonight?
What would I tell my child to do?
If you are still not sure what to do, ask... and keep asking until you are
certain you are doing the right thing.
Insert:
Resource Directory
(Howmet Logo)
ALERTLINE
(000) 000-0000
Compliance Officer - Xxxx Van Mill
(000) 000-0000
Business Compliance Representatives
Dover Casting Xxx Xxxxxx (000) 000-0000
Dover Alloy Xxxxxxxx Xxxxxx (000) 000-0000
Morristown Casting Support Xxxx Xxxxxxxxx (000) 000-0000
Whitehall Operations Xxx Xxxxxxx (000) 000-0000
Cleveland Operations Xxxx Xxxxxxx (000) 000-0000
Hampton Casting Xxxxxxx X. Xxxxxx (000) 000-0000
XxXxxxx Casting Xxxx Xxxxxxxx (000) 000-0000
Winsted Machining Xxx Xxxxxx (000) 000-0000
Turbine Components Corporation Xxxxxxx Xxxxxxx (000) 000-0000
Greenwich Corporate Office Xxxxxx Xxxx (000) 000-0000
Wichita Falls Casting Xxx Xxxx (000) 000-0000
Howmet Aluminum Group Xxxx Xxxxxxx (000) 000-0000 Ext. 185
Howmet Compliance Council
Xxxx Van Mill Director, Internal Audit and (000) 000-0000
Compliance Officer
Xxxx Xxxxxx Senior Vice President and (000) 000-0000
Chief Financial Officer
Xxxxxx Xxxx Vice President, General Counsel (000) 000-0000
Xxxx Xxxxxx Vice President, Human Resources (000) 000-0000
Xxxxx Xxxxxx Director, Procurement Services (000) 000-0000
Xxxx Xxxxxxx Group Controller, U.S. Operations (000) 000-0000
Xxxx Xxxxxx Compliance Liaison (000) 000-0000
Revised 5/99
Inside Back Cover:
Blank
Outside Back Cover:
(Photo)
Executive Offices
Howmet Corporation
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
000 000 0000
(Howmet Logo)
EXHIBIT B
HOWMET CORPORATION
BUSINESS ETHICS INFORMATION AND EDUCATION PROGRAM
The Howmet Ethics and Compliance Office will develop, maintain, and
distribute tailored training modules. These modules are targeted at (a)
management, sales and administrative functions, and (b) production and
operations. The training will be flowed down at each location starting at
the General Manager level and facilitated by the employees' direct
supervisor. All employees will sign a log attesting to their attendance and
understanding of the materials.
OUTLINE
1) BUSINESS ETHICS PROGRAM - BASICS 20 MINUTES
a) Howmet Code of Ethics and Standards of Business Conduct? 2 minutes
i) Senior management support
ii) Why was it created?
iii) How was it developed?
iv) Who does it apply to?
b) Selected Highlights from the Code of Ethics and Standards 5 minutes
of Business Conduct booklet based on the composition of the
audience.
c) Government Investigations and Voluntary Disclosures 3 minutes
i) Employee and company role in any investigations
ii) Company commitment to full and timely voluntary disclosure
iii) Administrative Agreement
d) Structure of the Compliance Program 3 minutes
i) Compliance Council
ii) Business Compliance Representatives
iii) Responsibilities of Management and Employees
e) Communication methods for asking questions or raising issues 3 minutes
i) Supervisor
ii) Business Compliance Representative
iii) Howmet Compliance Officer
iv) Any member of Compliance Council
v) ALERTLINE
f) Consequences of violating the Code of Ethics and Standards 4 minutes
Business Conduct, laws and regulations, and company policies
and procedures
2) BUSINESS ETHICS PROGRAM - CASES/APPLICATIONS 40 MINUTES
a) Facilitated session using scenarios tailored to the 25 minutes
audience, taken from company and DII experiences, with
multiple answers discussed, and preferred answer
explained. SEE BELOW FOR EXAMPLES OF DETAIL WITHIN EACH MODULE.
b) Inviting employees to share personal experiences, 10 minutes
ethical dilemmas in the workplace, potential compliance issues.
c) Question and answer session, and brief quiz to assess 5 minutes
level of understanding and highlight areas that need
added emphasis in subsequent sessions.
d) Feedback questionnaire at end of session.
STATUS / SCHEDULE
1. The Compliance Office conducted 20-minute basic ethics and compliance
training (simultaneous English/French presentation for Montreal and
English/Spanish at City of Industry. There were 955 employees initially
trained at Howmet Aluminum:
NO. TRAINED % TRAINED DATE
Montreal 385 93% Mar 24-26
City of Industry 131 94% Apr 27
Georgetown 132 98% Apr 15
Hillsboro 130 97% Apr 28-29
Bethlehem 177 94% Apr 13-14
--- ---
955 94%
Employees who were absent at the time of the initial training have
received make-up training using the co-presenter of the original training
as the facilitators.
Logs were maintained to document attendance.
2. Additional Business Ethics Program case application training (30-45
minutes), utilizing the tailored modules, will be conducted in 1999.
Beginning in 2000, one-hour annual training sessions will be provided to
all Howmet Aluminum North America employees, covering both the program
basics and case applications.
3. All new employees receive basic ethics program training as part of their
initial orientation and during follow-up sessions with their supervisors
within two weeks of their employment start date.
4. The tentative schedule for remaining training in 1999 is as follows.
Specific location dates may be subject to change, but all training will be
completed by December 1, 1999.
DATE
BETHLEHEM AUGUST
Management, sales and administrative
Manufacturing and operations
MONTREAL SEPTEMBER
Management, sales and administrative
Manufacturing and operations
HILLSBORO OCTOBER
Management, sales and administrative
Manufacturing and operations
CITY OF INDUSTRY NOVEMBER
Management, sales and administrative
Manufacturing and operations
GEORGETOWN NOVEMBER
Management, sales and administrative
Manufacturing and operations
HOWMET NORTH AMERICA
All North American Howmet Casting and support operations will provide one
hour of classroom training annually to all employees. The first year's
training will commence in August 1999, and be completed by mid-2000. The
approach will be the same as outlined for Howmet Aluminum Casting, except
that the training will be facilitated by plant management and the timing
will be established locally as necessary to conform with the completion
date commitment. The Howmet Ethics and Compliance Office will monitor
training activity and provide support necessary to ensure the training is
completed on time.
SAMPLE ISSUES THAT MAY BE ADDRESSED, BY MODULE
A. GENERAL - ALL SESSIONS
o Defining "Ethics" vs. "Compliance"
o Government investigations
o Conflicts of interest
o Quality
o Maintaining a safe and drug-free workplace
o Harassment in the workplace
B. MANAGEMENT, SALES AND ADMINISTRATIVE
o Improper payments
o Gifts and gratuities
o Safeguarding the property of others, including intellectual
property
o Obtaining marketing data
o Treating suppliers fairly
o Regulatory awareness, e.g., import/export
C. MANUFACTURING AND OPERATIONS
o Safeguarding company property
o Maintaining accurate and complete manufacturing records
o Timekeeping
o Safety and environmental concerns
o Flowdown of customer requirements
EXHIBIT C
NEW HEIGHTS OF
EXCELLENCE
[Photograph] ARE WITHIN YOUR REACH.
[Text superimposed
over photograph]:
ALWAYS
SET THE [Photograph]
STANDARDS
HIGH
IN ETHICS
AND COMPLIANCE
HOWMET SETS THE STANDARDS HIGH IN ALL THAT WE DO
ACHIEVING OUR VISION OF CONDUCTING BUSINESS WITH
THE HIGHEST ETHICAL STANDARDS STARTS AND ENDS
WITH EACH OF US.
MAINTAINING THOSE STANDARDS REQUIRES OUR
PERSONAL COMMITMENT TO:
o TREAT OTHERS WITH RESPECT, TRUST
HONESTY, FAIRNESS AND DIGNITY
o OBEY THE LAW
o NEVER TOLERATE UNETHICAL ACTIVITY
o SEEK HELP WHEN NECESSARY
WHAT CAN YOU DO?
IF YOU SEE A PROBLEM, RAISE THE ISSUE
IF YOU HAVE QUESTIONS, SEEK HELP
WHAT ARE YOUR OPTIONS
TALK TO YOUR SUPERVISOR
CONTACT A COMPLIANCE REPRESENTATIVE
CALL THE TOLL-FREE HOWMET ALERTLINE
[HOWMET HOWMET 0-000-000-0000
LOGO] CORPORATION AVAILABLE 24 HOURS A DAY
EXHIBIT D
HOWMET CORPORATION
GENERAL MANAGER'S CERTIFICATE
I, [name], am employed as the General Manager of the [name] facility of Howmet
Corporation. As part of my duties as General Manager, I ensure that the
employees of the facility are familiar with and understand Howmet's Business
Ethics Program and Howmet Corporation's Code of Ethics and Standards of Business
Conduct ("the Code"). In accordance with Howmet's annual certification
requirement, I hereby certify that each employee of the facility has been
advised of the following information:
1) the content and application of Howmet's Business Ethics Program;
2) that strict adherence to the law, the Code, and the principles of
Howmet's Business Ethics Program is a condition of employment; and
3) that Howmet will take disciplinary action, including discharge, for
any violation of law, the Code, the principles of the Business
Ethics Program, or basic tenets of business honesty and integrity.
_____________________________
[name]
Date:
EXHIBIT E
HOWMET INTERNATIONAL, INC.
AUDIT COMMITTEE
XXXXX X. XXXXXX
Xx. Xxxxxx, age 68, is a member of Howmet International, Inc.'s Board of
Directors, and its Audit Committee. He was elected to the Board of Directors on
December 15, 1997. Xx. Xxxxxx was Chairman of the Board of Directors and Chief
Executive Officer of General Dynamics Corporation from 1993 until June 1997,
when he retired. Xx. Xxxxxx joined General Dynamics in 1981 as Executive Vice
President, Commercial Systems and Corporate Planning, became Executive Vice
President, Marine, Land Systems and International in 1986 and became President
and Chief Operating Officer in 1990. He was President of AM International from
1977 to 1981 and worked from 1958 to 1977 at Xxxxxx Industries in various senior
management positions, ultimately as Executive Vice President. He is a Director
of General Dynamics Corporation, Bergen Xxxxxxxx Corporation, Computer Sciences
Corporation, Xxxxxxxxx'x Inc., and USEC Inc.
XXXXX X. XXXXX
Xx. Xxxxx, age 67, is a member of Howmet International, Inc.'s Board of
Directors, and its Audit Committee. He was elected to the Board of Directors on
December 15, 1997. Xx. Xxxxx is Chairman of the Board of CONEMSCO, Inc. and
Chairman Emeritus of Xxxxx Xxxxxx Incorporated, a provider of products and
services for the oil, gas, wastewater and base metals industries. He was
Chairman of the Board, President and Chief Executive Officer of Xxxxx Xxxxxx
Incorporated and its affiliated and predecessor companies, including holding the
position of Corporate Vice President - Finance from 1972 to 1975, Executive Vice
President and Director from 1977 to 1985, President, Chief Operating Officer and
Director from 1985 to 1986 and President, Chief Executive Officer and Director
from 1987 to 1997 at Xxxxx International and Xxxxx Xxxxxx Incorporated. He is a
Director of The Kroger Company, Varco International, Inc. and Xxxx'x
International, Inc.
EXHIBIT F
ARTICLE 8 REPORTING SCHEDULE
FIRST REPORT DUE: February 1, 2000
SECOND REPORT DUE: August 1, 2000
REPORTS DUE EVERY SIX MONTHS THEREAFTER:
o February 1, 2001
o August 1, 2001
o February 1, 2002
FINAL REPORT DUE: July 1, 2002
EXHIBIT G
LETTER TO SUPPLIERS
Dear Sir:
We are proud of our relationship with the many suppliers who have
served Howmet Corporation and its subsidiaries throughout the years.
Our business associations arose and will continue to stand on the
basis of mutual respect. We value your goodwill, your service, and your ability
to supply us with quality materials and supplies at fair prices. We trust you
respect our integrity and independence, which are unencumbered by special
interest and favoritism.
In order to assure the integrity of our procurement system, Howmet
has a policy that prohibits our employees from receiving money or gifts from
suppliers or supplier's employees. For this reason, we must insist that you and
your employees not provide gifts or gratuities of any kind (except non-monetary
gifts having a nominal or token value of $50 or less) to any employee of Howmet
or any of its subsidiaries. We have instructed those employees that they are not
authorized to receive gifts from suppliers or to give anything of value to
customers with the nominal exception noted above. We do not object to light
refreshments, such as coffee and donuts at a business meeting, but consider
meals to be precluded.
We recognize that our standard is a strict one, but have decided
that it is best to have a rule that is readily communicated and understood by
both our employees and suppliers. If you have any questions about the rule or
its implementation, please call the number below.
Howmet has established a hotline (0-000-000-0000) to enable
employees, suppliers and/or subcontractors to provide management with
information about any possible improper or illegal activity or to ask questions
concerning our standards for ethics and business conduct. Any calls will be held
in the strictest confidence, and callers need not identify themselves.
Please convey this policy reminder to your officers and employees
who deal with Howmet.
Very truly yours,
Xxxxx Xxxxxx
President
EXHIBIT H
[Howmet HOWMET CORPORATION
Logo] SPI 6110.01
CORPORATE Issued 07/30/99
STANDARD POLICY INSTRUCTION Revision Original
MANUAL Page 1 of 2
SUSPENDED OR DEBARRED INDIVIDUALS
ADMINISTRATIVE RESPONSIBILITY: Vice President - Human Resources
I. PURPOSE/POLICY:
Establish a procedure to refrain from hiring or actively employing any
individual who currently is under indictment, convicted of a crime
rendering the individual ineligible for federal programs, or listed by a
federal agency as debarred, suspended, proposed for debarment or otherwise
ineligible for federal programs.
II. ORGANIZATIONS AFFECTED:
All North American locations of Howmet Corporation and its subsidiaries.
III. INSTRUCTIONS:
A. Howmet and its subsidiaries shall not knowingly employ, with or
without pay, any individual who is under indictment, convicted of a
crime rendering the individual ineligible for federal programs, or
listed by a federal agency as debarred, suspended, proposed for
debarment or otherwise ineligible for federal programs.
B. "Individual" includes any person to be hired in any salaried,
management, consulting or other capacity.
C. The relevant location shall make reasonable inquiries into the status
of any potential employee or consultant. Such reasonable inquiries
shall include, at a minimum, a review of the General Services
Administration's ("GSA") List of Parties Excluded from Federal
Procurement or Nonprocurement Programs, including the version
maintained by GSA on its internet website (reference internet address
XXXX://xxx.xxxxx.xxx/xxxx).
D. This policy does not require Howmet to terminate the employment of
individuals who are indicted, become suspended, or are proposed for
debarment during their employment with Howmet or one of its
subsidiaries. They will, however, remove such employees from
responsibility for or involvement with the company's federal programs
until resolution of such indictment, suspension or proposed
debarment.
E. If any employee of Howmet or one of its subsidiaries is charged with
a criminal offense relating to business or otherwise relating to
honesty and integrity, it will remove that employee immediately from
responsibility for involvement with the company's federal programs.
If the employee is convicted or debarred, Howmet policy requires that
the employee will be terminated from employment with Howmet.
F. Any questions regarding interpretation of this policy are to be
referred to Howmet's General Counsel
IV. RELATED DOCUMENTS:
A. PPI 2.05, Suspended or Debarred Entities.
- Denotes change from previous issue
EXHIBIT I
[Howmet HOWMET CORPORATION Policy 2.05
Logo] Issued 08/05/99
PROCUREMENT POLICY AND INSTRUCTION Revision 2
MANUAL Page 1 of 1
DEBARRED/SUSPENDED SUPPLIERS
Administrative Responsibility: Director, Procurement Services
I.PURPOSE
To establish the procedure for checking the Lists of Parties Excluded From
Federal Procurement or Non-procurement Programs for
debarred/suspended suppliers.
II.POLICY
It is the policy of Howmet Corporation to protect the government's
interest when subcontracting with suppliers debarred, suspended or
proposed for debarment per FAR 52.209-6.
III. INSTRUCTIONS
A. Debarred/Suspended Supplier Listing:
0 1. Prior to placement of any purchase order in excess of $25,000
the buyer must check the Lists of Parties Excluded From Federal
Procurement or Non-procurement Programs pamphlet (reference
Internet address xxxx://xxxx.xxxxx.xxx/xxx/xxx/xxxx.xxxxxx_xxxx)
to make sure that the selected supplier is not debarred or
suspended from receiving such purchase orders. The list is
published on a monthly basis by the United States General Services
Administration, Office of Acquisition Policy. If the selected
supplier appears in the listing, the buyer must follow the
action as shown under the appropriate cause and treatment codes
section of the listing.
IV.RELATED DOCUMENTS
None
- Denotes change from previous issue
EXHIBIT J
Unallowable Cost Methodology
Article 24 of the Administrative Agreement identifies categories of costs which
are required to be treated as unallowable. Much of the aforementioned
unallowable costs are in the form of Howmet salaried employee time spent on
those tasks for which the cost is made unallowable by the Administrative
Agreement (the "Unallowable Cost Tasks"). Capturing this time is an onerous
task. There are many salaried employees at numerous locations involved in the
Unallowable Cost Tasks. Identifying each individual involved and communicating
to each which are the Unallowable Cost Tasks is a sizeable undertaking. Also,
Howmet does not have a reporting system that separately identifies and collects
the tasks on which salaried employees spend their time. Consequently, reporting
time spent on the Unallowable Cost Tasks requires the creation of a new and
extensive reporting system. In summary, the mechanical effort (i) to communicate
which are the unallowable cost tasks to all involved and (ii) to capture the
time the salaried employees spend on these unallowable tasks would be very
time-consuming and disruptive. The cost, in the form of distraction and diverted
employee time, will be disproportionately high in comparison to the benefit. For
many individuals the time spent to capture the unallowable time will exceed the
unallowable time itself.
Howmet believes that this disproportionately high cost can be avoided while
still achieving the intent of the Administrative Agreement. Howmet proposed that
the Air Force and the company agree to an estimate of the unallowable salaried
employee time and other unallowable costs. Howmet developed a methodology to
estimate the costs and presented it to the Air Force during our meeting on July
7, 1999.
The methodology and general guidelines for the preparation of the estimate
follow.
1. Specific estimates will be prepared for each category of unallowable cost
identified in the Administrative Agreement. (Attachment A is a listing,
and Attachment B is a detailed listing of section VIII of Attachment A.)
2. Estimates will be prepared by or under the supervision of the Corporate
Controller or Director Internal Audit.
3. In all cases estimates will be reasonable. In situations where the
Corporate Controller, Director of Internal Audit or their designee
determine a range of reasonable estimates for an Unallowable Cost Task,
the estimate used will be that at the high end of the reasonable range.
4. For those individuals who have or are expected to spend significant
amounts of time on the Unallowable Cost Tasks:
a) Time will be estimated separately for each individual and by task.
b) Time will be converted to dollars based on the individual's salary
plus estimated bonus plus fringe rate. (For the five most highly
compensated executives whose compensation exceeds $342,986 (the FAR
ss. 31.205-6 allowable maximum), $342,986 will be used for the
compensation amount.)
5. For some Unallowable Cost Tasks: (i) the implementors have not yet been
designated or (ii) the implementors had or will have a small amount of
time dedicated to the Unallowable Cost Tasks. In these cases a general man
hour estimate will be prepared rather than one on a specific individual
basis. Such estimates will be prepared as follows:
a. Time will be estimated in the four general categories of employee:
(i) plant general manager level, (ii) manager level, (iii) plant
operator level, and (iv) administration assistant level.
b. Time will be converted to dollars based on an estimated average
salary, bonus and fringe rate for each general category.
5. Attachment A is an example of the form of the unallowable costs summary
worksheet.
6. Attachment C is an example of a summary of workdays spent on the
Unallowable Cost Tasks.
7. Attachment D is an example of a summary accumulation of workdays spent by
person (or general employee category) and by Unallowable Cost Task.
8. Attachment E is an example of a summary of workdays by person (or general
employee category), the respective salary, bonus and fringe rate and the
multiplication product of the two.
ATTACHMENT A
UNALLOWABLE COST WORKSHEET
($000)
1999 2000-2002
---- ---------
I. Air Force cost reimbursement
II. Outside party costs related to kickbacks
- XxXxxxxx Xxxxxxxx (attorney)
III. Potential payments re: anti kickback statute
Fees or penalties related to the other Cercast matters at
issue
IV. All salary, bonus, fringe benefits and severance or early
retirement incentive payment costs of Xxxxxxxxx Xxxxxxx and
Xxxxxx Xxxxxxx expensed in 1999
- and -
All salary, bonus, fringe benefits, and severance or early
retirement incentive payments paid to other employees
released from Howmet as a results of the wrong doing at
issues
X. XxXxxxx & Xxxxx fees to prepare for the meeting with the
Air Force and to negotiate and prepare the Administrative
Agreement
VI. Fees of independent reviewer (Xxxxxx & Xxxxxx) for review of
Cercast's participation in Howmet's Business Ethics Program
VII. Audit Committee fees & expenses
VIII.Internal man hour costs related to:
1. criminal or civil investigation
2. negotiating fines or penalties
3. preparation for and attending meetings with the
Air Force and responding to Air Force inquiries
4. preparing the Administrative Agreement
5. performing and administering the Administrative
Agreement
6. bring Howmet's self-governance, compliance and/or
ethics program to a level acceptable to the Air Force
7. cost of "kickback" investigation
8. cost of DCIS investigation
9. cost of Audit Committee presentations before
the effective date of the Administrative Agreement
10.cost to search for and investigate quality and ethics
issues at Cercast plants
11.disclosures to customers and related customer follow-up
meetings
12.customer meetings to resolve issues and settlements
IX. Travel & expenses
X. Other costs (includes training materials, foreign
translation, printing
Less: training, etc. re: European and Japanese sub.
* includes only those costs unallowable after 1999.
UCWorksheet:M2
Admin. ATTACHMENT B
AGREE. PG. 1 OF 3
ARTICLE #
UNALLOWABLE COSTS:
24a.2 1. Cost of a criminal or civil investigation
24b.3 2. Cost of fines or penalties related to the "Cercast matters at issue"
24a.3 3. Cost to prepare for and attend any meetings with the Air Force and
responding to Air Force inquiries related to "Cercast matters at issue"
4. Cost to prepare the Administrative Agreement
24a.3 5. Cost to perform and administer the terms of the Administrative
Agreement, including:
4. (i) cost to institute "preferred supplier programs" designed to rate
perspective subcontractors and suppliers for quality and
performance, and to assign an enhanced priority to such entities for
having instituted compliance and value based ethics programs.
6. (ii) The General Manager of each Howmet facility is required to make
an annual certification. The cost of the certification is
unallowable. This unallowable cost is the cost to implement and
prepare the annual certification attesting that the General Manager
has personally advised, or has arranged for and verified that each
employee had been advised, of the following:
(a) the content and application of the Business Ethics Program.
(b) strict adherence of the law, the Code of Ethics and
Standards of Business Conduct ("the Code") and principles of
the Business Ethics Program, is a condition of employment.
(c) Howmet will take disciplinary action, including discharge,
for any violation of law, the Code, the principle, of the
Business Ethics Program or basic tenets of business honesty and
integrity.
8. (iii) cost of the Cercast President's written reports to the Air
Force describing measures taken by Cercast to implement the Business
Ethics Program and to ensure compliance with the Administration
Agreement. (Cercast ONLY)
8.f. (iv) - cost of reporting to the Air Force (1) all calls made to
the toll free line pertaining to Cercast, (2) any instances of
suspected misconduct involving Cercast brought to the attention
of Management through any channels. (Cercast ONLY)
- cost of investigation, corrective action, disciplinary
action, and follow-up. (Cercast ONLY)
10. (v) cost of notifying Air Force of any legal proceedings
involving Howmet of the nature described in para.10 of the
Administrative Agreement.
11. (vi) cost of preparing for and attending a meeting between the
President of Howmet and the Director of internal Audit and the Air
Force to discuss the status of implementation of the Administrative
Agreement and the Business Ethics Program. Such meeting to occur 5 -
7 months after the effective date of the Administrative Agreement.
12. (vii) - cost of independent reviews of Cercast's participation
in Howmet's Business Ethics Program.
- cost of implementing any changes resulting from such review.
ADMIN. ATTACHMENT B
AGREE. XX. 0 XX 0
XXXXXXX #
00. (viii) - cost of a second review of Cercast's participation in
Howmet's Business Ethics Program.
- cost of implementing any changes resulting from such review.
13. (ix) cost of the Internal Audit organization to audit Cercast
(Cercast ONLY) for compliance with the Administrative Agreement and
Howmet's self-governance programs.
15. (x) cost of reports of suspected misconduct at the Cercast facility
(Cercast ONLY); cost of investigation; cost of notifying the Air
Force; cost of corrective action.
16. (xi) - cost of establishing an independent quality assurance group
that does not report to director of production at Cercast.
17. (xii) cost of letters to all Howmet suppliers and subcontractors
re: Howmet's commitment to integrity, no gifts from suppliers,
etc.
18. (xiii) - cost to establish a procedure to carryout Howmet's policy
to not employ, with or without pay, any individual under
---
indictment for, or convicted of, a crime rendering them
ineligible for Federal programs or listed by a Federal Agency
as debarred, suspended, or otherwise ineligible for Federal
programs. The procedure shall require reasonable inquiry into
the status of any potential employee or consultant. Such
reasonable inquiry will include, at a minimum, a review the
General Services Administration List of Parties to Exclude from
Federal Procurement and Non-Procurement Programs, as maintained
by GSA on its Internet website.
- cost to inform Air Force of resulting personnel actions. AFTER THE
FIRST REVIEW, THE COST OF ONGOING MONITORING IS ALLOWABLE.
19. (xiv) - cost to establish a procedure to carryout Howmet's policy to
not form a contract with, purchase from, or enter into any
---
business entity that is listed by a federal agency as debarred,
suspended for proposed for debarment. The procedure shall
require reasonable inquiry into the status of any potential
business partner. Such reasonable inquiry will include, at a
minimum, a review of the General Services Administration's
List of Parties Excluded from Federal Procurement or
Non-Procurement Programs, including the version maintained by
GSA on its Internet website.
- Notwithstanding the above, the Cercast President may determine
that there is a compelling reason to deal with such persons. The
cost of identifying such persons, documenting the compelling
reasons for dealing with them, and communicating the actions to
the Air Force are UNALLOWABLE THE FIRST TIME Cercast performs a
search for such persons. AFTER THE FIRST SEARCH, THE COST OF
ONGOING MONITORING IS ALLOWABLE.
24.a. 6. Cost to bring Howmet's self-governance, compliance, and/or ethics
program to a level acceptable to the Air Force, including:
3.a. (i) cost of Program Ethics Office
3.b. (ii) - cost to circulate the written Code of Ethics and
Standards of Business Conduct ("the Code") to all employees.
- cost to obtain each employee's signature on a register
of acknowledgement stating that he or she has read and understands
the Code.
3.c. (iii) - cost to institute an information and education
program to assure that all employees are aware of (1) all
applicable laws, regulatory, and standards of
ADMIN. ATTACHMENT B
AGREE. PG. 3 OF 3
ARTICLE #
business conduct that employees are expected to follow, and (2) the
consequences, to both the employee and the company that will ensue
from any violation of such measures.
- cost of the initial hour of live, compliance training for each
employee for (1) and (2) above, and for the Business Ethics
Program in general.
3.d. (iv) cost to prepare all written material and training for
employees in English and French.
3.e. (v) - cost to install a toll-free, dedicated telephone number for
confidential calls reporting suspected misconduct or for asking
questions related to business ethics or business conduct at
Howmet.
- cost of posting in prominent places, accessible to each
employee, notice of the toll free number, inviting confidential
calls, and stating the Howmet commitment to comply with all laws
and regulations.
- cost of posting a "Hotline" poster prepared by the Inspector
General of the Department of Defense providing phone numbers to
report fraud, waste, abuse and/or security violations.
3.f. (vi) cost to institute a policy prohibiting giving any gift,
gratuity, meal, refreshment or entertainment to any Government
employee.
5. (vii) - cost to inform all managers and supervisors of their
responsibilities for the promotion of and adherence to the
Business Ethics Program.
- cost to establish promotion and adherence to the Code
as an element of each Cercast manager's and supervisor's annual
written performance standard.
28. (viii) cost of notifying all Cercast employees of (a) the facts and
substance of the Administrative Agreement, (b) the nature of the
wrongdoing leading to the Administrative Agreement, and (c) the
importance of each employee's abiding by the terms of the
Administrative Agreement and all requirements of law, regulations,
and Howmet policies and procedures.
7. (ix) - cost of the Audit Committee of the B.O.D. to maintain and
update the Code for Howmet.
- cost of Director of Internal Audit and Management to
report to the Audit Committee not less than three times a year
regarding Cercast's Business Ethics Programs and compliance
with the Administrative Agreement.
7. Cost of "kickback" investigation and corrective action
8. Cost of the DCIS investigation
9. Cost of Audit Committee presenting before the effective date of the
Administrative Agreement
10. Searching for and investigating quality and ethics issues at the
Cercast plants
11. Disclosures to customers and related customer meetings
12. Customer meetings to resolve issues and settlements
Attachment C
Days Spent on the Following Unallowable Cost Areas
1 2 3 4 5(i) 5(ii) 5(iii) 5(iv) 5(v) 5(vi) 5(vii) 5(viii) 5(ix) 5(x) 5(xi) 5(xii) 5(xiii) 5(xiv) 6(i)
------------------------------------------------------------------------------------------------------------------------------------
Howmet - - - - - - - - - - - - - - - - - - -
Cercast - - - - - - - - - - - - - - - - - - -
TOTAL DAYS - - - - - - - - - - - - - - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
Att C
TOTAL
6(ii) 6(iii) 6(iv) 6(v) 6(vi) 6(vii) 6(viii) 6(ix) 7 8 9 10 11 OTHER DAYS
-----------------------------------------------------------------------------------------------------
Howmet - - - - - - - - - - - - - - -
Cercast - - - - - - - - - - - - - - -
TOTAL DAYs - - - - - - - - - - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
Attachment D
Howmet Employees (excluding Cercast)
Days Spent on the Following Unallowable Cost Areas
1 2 3 4 5(i) 5(ii) 5(iii) 5(iv) 5(v) 5(vi) 5(vii) 5(viii) 5(ix) 5(x) 5(xi) 5(xii) 5(xiii)
------------------------------------------------------------------------------------------------------------------------------------
President - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
VP - Operations - - - - - - - - - - - - - - - - -
VP - Planning - - - - - - - - - - - - - - - - -
VP - CFO - - - - - - - - - - - - - - - - -
Controller - - - - - - - - - - - - - - - - -
U.S. Group Controller - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
VP General Counsel - - - - - - - - - - - - - - - - -
Asst General Counsel - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
Director - Procurement - - - - - - - - - - - - - - - - -
Corporate Purch Mgr - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
Dir. - Int. Audit & Compl. - - - - - - - - - - - - - - - - -
Compliance Liaison - - - - - - - - - - - - - - - - -
Staff Auditor - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
VP Human resources - - - - - - - - - - - - - - - - -
Dir. - Comp. & Benefits - - - - - - - - - - - - - - - - -
Other - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
Dir. of Quality Assurance - - - - - - - - - - - - - - - - -
Level III - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
Employees, not specified - - - - - - - - - - - - - - - - -
Plant GM level - - - - - - - - - - - - - - - - -
Manager level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
Admin. level - - - - - - - - - - - - - - - - -
TOTAL DAYS - - - - - - - - - - - - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
Att. D, p1 of 3
12 TOTAL
5(xiv) 6(i) 6(ii) 6(iii) 6(iv) 6(v) 6(vi) 6(vii) 6(viii) 6(ix) 7 8 9 10 11 & Xxxxxx DAYS
------------------------------------------------------------------------------------------------------------------------------------
President - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
VP - Operations - - - - - - - - - - - - - - - - -
VP - Planning - - - - - - - - - - - - - - - - -
VP - CFO - - - - - - - - - - - - - - - - -
Controller - - - - - - - - - - - - - - - - -
U.S. Group Controller - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
VP General Counsel - - - - - - - - - - - - - - - - -
Asst General Counsel - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
Director - Procurement - - - - - - - - - - - - - - - - -
Corporate Purch Mgr - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
Dir. - Int. Audit & Compl. - - - - - - - - - - - - - - - - -
Compliance Liaison - - - - - - - - - - - - - - - - -
Staff Auditor - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
VP Human resources - - - - - - - - - - - - - - - - -
Dir. - Comp. & Benefits - - - - - - - - - - - - - - - - -
Other - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
Dir. of Quality Assurance - - - - - - - - - - - - - - - - -
Level III - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
Employees, not specified - - - - - - - - - - - - - - - - -
Plant GM level - - - - - - - - - - - - - - - - -
Manager level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
Admin. level - - - - - - - - - - - - - - - - -
TOTAL DAYS - - - - - - - - - - - - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
1999
------------------------------------------------------------------------------------------------------------------------------------
Cercast Employees Days Spent on the Following Unallowable Cost Areas
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
1 2 3 4 5(i) 5(ii) 5(iii) 5(iv) 5(v) 5(vi) 5(vii) 5(viii) 5(ix) 5(x) 5(xi) 5(xii) 5(xiii)
------------------------------------------------------------------------------------------------------------------------------------
President - - - - - - - - - - - - - - - - -
VP - Operations - - - - - - - - - - - - - - - - -
CFO/Dir of Admn Svc - - - - - - - - - - - - - - - - -
Controller - - - - - - - - - - - - - - - - -
Other - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
Sales Mgr. - - - - - - - - - - - - - - - - -
Plant Mgr. - - - - - - - - - - - - - - - - -
Controller - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Quality Supv. - - - - - - - - - - - - - - - - -
Quality Staff - - - - - - - - - - - - - - - - -
Accountant - - - - - - - - - - - - - - - - -
Sales - - - - - - - - - - - - - - - - -
Employees, not specified
Manager Level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
Admin Asst. Level - - - - - - - - - - - - - - - - -
Quality Support - - - - - - - - - - - - - - - - -
BETHLEHEM
Plant Mgr. - - - - - - - - - - - - - - - - -
Controller - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Metallurgist - - - - - - - - - - - - - - - - -
Sales Mgr. - - - - - - - - - - - - - - - - -
Employees, not specified
Manager Level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
Admin Asst. Level - - - - - - - - - - - - - - - - -
Subtotal pg 1 - - - - - - - - - - - - - - - - -
Att. D, p2of3
12 TOTAL
5(xiv) 6(i) 6(ii) 6(iii) 6(iv) 6(v) 6(vi) 6(vii) 6(viii) 6(ix) 7 8 9 10 11 & Xxxxxx DAYS
-----------------------------------------------------------------------------------------------------------------------------------
President - - - - - - - - - - - - - - - - -
VP - Operations - - - - - - - - - - - - - - - - -
CFO/Dir of Admn Svc - - - - - - - - - - - - - - - - -
Controller - - - - - - - - - - - - - - - - -
Other - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -
Sales Mgr. - - - - - - - - - - - - - - - - -
Plant Mgr. - - - - - - - - - - - - - - - - -
Controller - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Quality Supv. - - - - - - - - - - - - - - - - -
Quality Staff - - - - - - - - - - - - - - - - -
Accountant - - - - - - - - - - - - - - - - -
Sales - - - - - - - - - - - - - - - - -
Employees, not specified
Manager Level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
Admin Asst. Level - - - - - - - - - - - - - - - - -
Quality Support - - - - - - - - - - - - - - - - -
BETHLEHEM
Plant Mgr. - - - - - - - - - - - - - - - - -
Controller - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Metallurgist - - - - - - - - - - - - - - - - -
Sales Mgr. - - - - - - - - - - - - - - - - -
Employees, not specified
Manager Level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
Admin Asst. Level - - - - - - - - - - - - - - - - -
Subtotal pg 1 - - - - - - - - - - - - - - - - -
-----------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Cercast Employees Days Spent on the Following Unallowable Cost Areas
------------------------------------------------------------------------------------------------------------------------------------
1 2 3 4 5(i) 5(ii) 5(iii) 5(iv) 5(v) 5(vi) 5(vii) 5(viii)5(ix) 5(x) 5(xi) 5(xii) 5(xiii)
------------------------------------------------------------------------------------------------------------------------------------
HILLSBORO
Plant Mgr - - - - - - - - - - - - - - - - -
Controller - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Employees, not specified
Manager Level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
Admin Asst. Level - - - - - - - - - - - - - - - - -
CITY OF INDUSTRY
Plant Mgr. - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Employees, not specified
Manager Level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
CIRAL
Plant Mgr. - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Tech Director - - - - - - - - - - - - - - - - -
Employees, not specified
Manager Level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
GEORGETOWN
Plant Mgr. - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Quality Engineer - - - - - - - - - - - - - - - - -
Employees, not specified
Manager Level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
Admin Asst. Level - - - - - - - - - - - - - - - - -
GENERAL
Employees, not specified
Plant GM level - - - - - - - - - - - - - - - - -
Manager level - - - - - - - - - - - - - - - - -
Plant Operator Level - - - - - - - - - - - - - - - - -
Admin. level - - - - - - - - - - - - - - - - -
Ethics Program Trainees - - - - - - - - - - - - - - - - -
Subtotal pg 1 - - - - - - - - - - - - - - - - -
Total - - - - - - - - - - - - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
Att. D, p3of3
12 TOTAL
5(xiv) 6(i) 6(ii) 6(iii) 6(iv) 6(v) 6(vi) 6(vii) 6(viii) 6(ix) 7 8 9 10 11 & Xxxxxx DAYS
------------------------------------------------------------------------------------------------------------------------------------
HILLSBORO
Plant Mgr. - - - - - - - - - - - - - - - - -
Controller - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Employees, not specified
Manager Level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
Admin Asst. Level - - - - - - - - - - - - - - - - -
CITY OF INDUSTRY
Plant Mgr. - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Employees, not specified
Manager Level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
CIRAL
Plant Mgr. - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Tech Director - - - - - - - - - - - - - - - - -
Employees, not specified
Manager Level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
GEORGETOWN
Plant Mgr. - - - - - - - - - - - - - - - - -
Quality Mgr. - - - - - - - - - - - - - - - - -
Quality Engineer - - - - - - - - - - - - - - - - -
Employees, not specified
Manager Level - - - - - - - - - - - - - - - - -
Plant Operator Level- - - - - - - - - - - - - - - - -
Admin Asst. Level - - - - - - - - - - - - - - - - -
GENERAL
Employees, not specified
Plant GM level - - - - - - - - - - - - - - - - -
Manager level - - - - - - - - - - - - - - - - -
Plant Operator Level - - - - - - - - - - - - - - - - -
Admin. level - - - - - - - - - - - - - - - - -
Ethics Program Trainees - - - - - - - - - - - - - - - - -
Subtotal pg 1 - - - - - - - - - - - - - - - - -
Total - - - - - - - - - - - - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
Attachment E
Attach. E
Howmet Emoloyees (excluding Cercast)
TOTAL
DAYS RATE EXTENDED
President
Admin Asst
VP - Operations
VP - Planning
VP - CFO
Controller
U.S. Group Controller
Admin Asst
VP General Counsel
Asst General Counsel
Admin Asst
Director - Procurement
Corporate Purch Mgr.
Admin Asst
Dir. - Int. Audit & Compl.
Compliance Liaison
Staff Auditor
Admin Asst
VP Human resources
Dir. - Comp. & Benefits
Other
Admin Asst
Dir. of Quality Assurance
Level III
Other
Admin Asst
Employees, not specified
Plant GM level
Manager level
Plant Operator Level
Admin. level
TOTAL
----------------------------------------------------------------------------------------------------------------
p1of2
Cercast Employees
TOTAL
DAYS RATE EXTENDED
President
VP - Operations
CFO/Dir of Admn Svc
Controller
Other
Admin Asst
Sales Mgr.
MONTREAL
Plant Mgr.
Controller
Quality Mgr.
Quality Supv.
Quality Staff
Accountant
Sales
Employees, not specified
Manager Level
Plant Operator Level
Admin Asst. Level
Quality Support
BETHLEHEM
Plant Mgr.
Controller
Quality Mgr.
Quality Mgr.
Metallurgist
Sales Mgr.
Employees, not specified
Manager Level
Plant Operator Level
Admin Asst. Level
total, p.1
----------------------------------------------------------------------------------------------------------------
p2of2
Cercast Employees
TOTAL
DAYS RATE EXTENDED
HILLSBORO
Plant Mgr.
Controller
Quality Mgr.
Employees, not specified
Manager Level
Plant Operator Level
Admin Asst. Level
CITY OF INDUSTRY
Plant Mgr.
Quality Mgr.
Employees, not specified
Manager Level
Plant Operator Level
CIRAL
Plant Mgr.
Quality Mgr.
Tech Director
Employees, not specified
Manager Level
Plant Operator Level
GEORGETOWN
Plant Mgr.
Quality Mgr.
Quality Engineer
Employees, not specified
Manager Level
Plant Operator Level
Admin Asst. Level
GENERAL
Employees, not specified
Plant GM level
Manager level
Plant Operator Level
Admin. level
Ethics Program Trainees
p1
total
----------------------------------------------------------------------------------------------------------------
