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Compliance with Laws, Rules and Regulations


Know and comply with all the laws, rules and regulations applicable to your job.

As a global company, we are subject to numerous laws, rules and regulations. While we do not expect you to be a legal expert, all of our employees are expected to understand and comply with laws, rules and regulations applicable to their jobs and know when to seek advice from your manager or the Prometric legal department. Any violation of laws, rules or regulations applicable to us could jeopardize our integrity. Fraud, dishonesty or criminal conduct will not be tolerated.

As part of your job responsibilities, you should:

  • Learn about laws, rules and regulations that affect what you do at the Company,
  • Attend periodic training and seek to keep up on any legal developments, and
  • Consult with the Prometric legal department if you have any questions about the applicability, existence or interpretation of any law or regulation.

We comply with applicable trade restrictions and boycotts.

Our Company must comply with all applicable trade restrictions and boycotts. Boycotts may restrict our ability to ship products or offer services in a particular country.

We comply with environmental laws and regulations that apply to our Company.

We seek to abide by all applicable environmental standards in the countries in which we operate. Employees have a responsibility to conduct our operations in a manner that complies with laws and regulations, and which minimizes any adverse effect on the environment. We believe that protecting the environment is an important part of being a good corporate citizen. If your job involves contact with regulated materials or involves you in decisions about them, you should understand how those materials can be safely handled to protect you and your fellow employees from harm.

We must recognize the interests of the places in which we do business – currently over 160 countries. In addition to obeying laws and regulations, employees should also respect the local customs of host countries.

If you find yourself in a position that you believe may violate a law, regulation, this Code or another Prometric policy, you should report the violation or what you believe or suspect is a possible violation. You can report your concerns to a manager, your Human Resources department or the Prometric legal department. You can choose to report confidentially and anonymously, as discussed in the section “Questions & How to Report Concerns & Violations” of this Code.

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Q: I’m looking for a summary of a law that I understand is applicable to my business. Who should I contact for information?

A: You should initially call the Prometric legal department to see how they can assist you.

Q: We just received a draft contract from a company that we’re hoping to do business with, and I’m not sure if the terms are “standard.” Who should I contact to discuss my legal questions?

A: You should contact the Prometric attorney or contract administrator who usually works with your department or business unit or the General Counsel of Prometric.

Q: I am concerned that the local laws where I work may conflict with the laws and regulations that exist in the United States and govern Prometric headquarters. What should I do about this?

A: Prometric is a United States entity and as such it is bound by all US laws, rules, and regulations. In general, Prometric will follow the requirements of US law. In this case you should contact the Prometric legal department and it will work to provide a solution for your situation.


Protect all intellectual property owned by Prometric and respect the rights of other companies.


Our brand identity and intellectual property are among our most valuable assets and are essential to maintaining our competitive advantages. These include the Prometric name, logo, inventions, processes, innovations, content and software. It is extremely important that we protect these assets, and honor those of third parties. We are responsible for using basic intellectual property protections (such as copyrights, trademarks, service marks and patents) consistently and appropriately.

You should be aware that:

  • Any intellectual property that employees create in the performance of their job responsibilities or that is related to Company business or activities belongs to the Company and should always be adequately protected. Also, where permitted by applicable law, intellectual property created by contractors or agents under a contract with us are also the property of the Company as a work-for-hire. You are expected to promptly disclose any inventions, discoveries and improvements conceived or made during your employment with the Company or that are related to Company businesses or activities,
  • You are required to execute applications, assignments or other instruments upon the Company’s request for applications for, and the attainment of, patents or to otherwise protect the interests of Prometric,
  • You should report any unauthorized use of the Company’s copyrights, patents, trademarks, service marks or other intellectual property to your manager or the Prometric legal department,
  • You should get written permission to use a third party’s copyrights, patents, trademarks, service marks or other intellectual property. If you want or need to use intellectual property that belongs to someone else, we must obtain a license to use the property or purchase the outright ownership of the property,
  • You should not make copies of, nor publish any copyright-protected materials until we have obtained written permission from the holder and determined that copying or publishing is legally permitted,
  • You should put appropriate copyright notices on all Prometric materials, information, products, services and other documents or products intended for public distribution or circulation. If you do not know what copyright notice is appropriate, please contact the Prometric legal department, and
  • You should not copy or distribute software or related documentation without ensuring that the licensing agreement permits copying or distribution.

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Q: We came across some interesting information in a public database. Can we include it in one of our products without obtaining a permission or consent?

A: The information might still be subject to IP protection. You should consult with the Prometric legal department, as the answer will likely depend on the facts and circumstances.

Q: I’m a developer working on a Prometric application. I’ve found some open source code that works in this application. May I use the open source code in a Prometric application, since there is no copyright violation involved?

A: While there may be no copyright violation in using open source code, there are other issues that could arise. In some cases the use of open source code would require that Prometric’s code be disclosed and licensed freely to other entities. No employee should include open source code in a Prometric application without first reviewing the situation and obtaining permission from the Prometric legal department.


Contractual Authorization


Don’t sign a contract or agreement on behalf of Prometric unless you are authorized.

The Company’s contractual agreements govern its business relationships. Because the laws governing contracts are numerous and complicated, policies and procedures are in place to ensure that any contract entered into by and on behalf of the Company has the appropriate level of review and approval.

As a result, employees of the Company who enter into contracts or agreements on the Company’s behalf must have proper authorization, including legal review where required by policy, prior to the execution of any contract.

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Q: I’ve been looking over a new customer contract and I’m not certain if I have authority to sign and I also don’t understand some of the provisions. Who should I contact?

A: You should contact the Prometric legal department for advice and help interpreting the contract or provision in question. The Prometric legal department will also advise you as to the appropriate individual to sign the contract.


Gifts, Meals, Services and Entertainment


Use your best judgment in giving and receiving gifts.

We allow employees to offer or receive business gifts, favors and entertainment within specific guidelines. Gifts given or received should never include cash.

Giving gifts - Most countries where we do business forbid employees from making or participating in making any payments designed to cause or improperly influence the decisions of an individual, a company or a governmental official to act in a way that gives the company or the employee an advantage.

Receiving gifts - You cannot solicit, encourage or actually receive any bribe or other payment, contribution, gifts or favor that could influence your or another’s decision.

A bribe or improper payment is designed to influence another’s behavior and is always prohibited. Prometric employees are expected to comply with the US Foreign Corrupt Practices Act, the UK Bribery Act and similar legislation in other countries. Prometric should never provide payments to customers, government officials or others that could be characterized as a bribe or other improper payment under the Foreign Corrupt Practices Act or the UK Bribery Act. While this behavior may be encouraged or accepted in some countries, Prometric employees are always expected to comply with this Code. A bribe could take the form of direct payments such as:

  • Kickbacks,
  • unexplained rebates, or
  • invoices for some disguised expense.

Acceptable business gifts, meals, services or entertainment comply with this Code under the following guidelines if they:

  • are relatively infrequent and not excessive in value for someone of your position,
  • comply with applicable laws and are consistent with customary business practices,
  • would not embarrass the company, the person receiving the gift or the person giving the gift, if publicly disclosed, and
  • are never given to, or received from, any government official of the United States or other country.

In some countries, returning or refusing a gift would be offensive. If this occurs, you should accept the gift on behalf of the Company and consult with a manager about how the gift should be treated. If you would like to give or receive any business gift, meals, services or entertainment that do not meet the guidelines discussed above, or if you have any questions, you should consult with the Prometric legal department in advance.

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Q: A supplier has invited me out for golf and then to dinner and drinks at a steakhouse. Can I accept this offer?

A: Yes, if the invitation is a common business courtesy, is not excessive, and is intended to improve or strengthen the relationship.

Q: We’re looking to establish operations in a new country. A local government official has told us that if we make a payment to him, we’ll get the necessary approvals and permits much quicker. What should we do?

A: Notify your manager and consult with the Prometric legal department before you do anything. Most payments to government officials are not permitted. However, if the payment has a legitimate business purpose and is considered to be a facilitating payment, and not a bribe, it may be acceptable depending on the circumstances.

Q: Do all government agencies have the same rules and regulations regarding gifts?

A: No. Rules and regulations differ among federal, state, local and foreign government agencies. Consult with the Prometric legal department if you have any questions.


Fair Competition and Antitrust


Compete and deal fairly with our customers, suppliers and competitors and use caution to avoid violating antitrust and competition laws.

We believe in fair and open competition, and our success depends in part on our ability to offer competitively priced quality products and services. While we compete vigorously, we comply with applicable antitrust and competition laws wherever we do business.

Antitrust or competition law is extremely complex and covers a broad range of conduct that may be declared illegal. Many antitrust or competition laws prohibit making agreements with competitors or customers to limit or restrict competition, or sharing information with competitors or customers that would limit or restrict competition. This information could include discussions or agreements with competitors relating to:

  • prices,
  • products and services,
  • business practices,
  • territories,
  • bids for new business,
  • distribution channels, or
  • customer lists.

As a general rule, you should avoid discussing these topics with competitors. If a competitor raises any of these topics, you should interrupt and stop the conversation immediately. If you attend a conference and have informal contact with a competitor, it is always a good idea to limit informal contract to the extent possible and keep a written summary of any discussions that may have taken place. The standards for conspiracy to violate antitrust laws are extremely broad and an unlawful agreement can be found where competitors never met or exchanged words, but did something like share competitive information. Antitrust violations do not have to be proven by written agreements and violations can be inferred from an individual’s or organization’s actions. It’s a good idea to use extreme care when talking with competitors or potential competitors.

Because antitrust or competition law is so complex and varies significantly from country to country, you should consult the Prometric legal department in advance of any planned actions that might be considered anticompetitive.

We also deal with our customers, suppliers and competitors. While comparative marketing and advertising are generally acceptable, employees should not unfairly disparage or criticize competitors’ products or services. While we strive to exceed customer’s expectations, we will only make honest and factual claims about our products, services and businesses that can be substantiated. Employees should also not seek to obtain information about our competitors through unlawful or unethical practices.

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Q: I’m planning to attend an industry conference and anticipate that I will meet my “equivalent” at a principal competitor. I’ve heard through the grapevine that we are both planning to bid on a new service contract for Corporation XYZ. Can I speak to him?

A: Maybe. Discussing the service contract bid would likely not be permitted. A general discussion about business conditions may be. You should speak to the Prometric legal department first before you initiate any conversations with a competitor that may pertain to things like pricing and costs. Even an informal discussion at a conference can be a potential antitrust or competition law violation.


Questions & How to Report Concerns & Violations


Promptly report any unethical or illegal conduct and ask questions when in doubt.

This Code is intended to serve as a guide for your own actions and decisions and for those of your coworkers. If you believe that you or someone you know is in violation of the policies stated in this Code, you have several options.

Self Reporting

Although you are encouraged to identify yourself to assist us in addressing your concern, you may choose to remain anonymous and we will respect your choice. In many instances, your immediate resource is your direct manager or supervisor, your Human Resources representative or the Prometric legal department. These people may have the information that you need, or may be able to refer the matter to an appropriate source. There may, however, be times when you prefer not to go to your manager or supervisor, or you may want to report a concern about your manager’s or supervisor’s conduct.

Confidential and Anonymous Reporting

We have also established another communication channel that you can use when you have specific concerns or when you want to report an actual or potential violation. Prometric employees may report violations and submit complaints and obtain information, advice and suggestions confidentially and anonymously by phone or through the internet. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Prometric has engaged the services of Global Compliance, a recognized leader for the provision of hotline and ethics reporting services. Any employee can report an actual or potential violation through Global Compliance on a confidential and anonymous basis. Global Compliance may be contacted as below:

  • Phone. Global Compliance has established toll free numbers for employees to call. In the US please call 18778748416. Outside of the US the number to call is 8886903865. To access the non-US number one must use ATT’s USA Direct, which uses different access numbers for different countries. The access numbers can be found at http://www.business.att.com/bt/access.jsp. The Prometric hotline is not equipped with caller-ID, recorders or other devices that can identify or trace the number from which you are calling.
  • Internet. Global Compliance provides an internet access page called IntegriLink. You may access this page for any web browser and report an issue confidentially. The IntegriLink secure landing page may be accessed at either http://prometric.silentwhistle.com or www.prometric.alertline.com.

When you are uncertain about any situation, you should ask for guidance. You may use whatever method of communication with which you feel most comfortable. The important thing is that you get the guidance you need, report what you know and get your questions answered.

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Disciplinary Action for Code Violations


Prometric strives to impose discipline for each Code violation that fits the nature and particular facts of the violation. A failure by an employee to comply with laws or regulations governing company business, this Code or any other company policy or requirement may result in disciplinary action up to, and including, termination, and if warranted, legal proceedings.

Please remember that some Prometric businesses have their own disciplinary action policies that are distinct and separate from this Code. If there is any conflict between this Code and any supplemental policies applicable to your job, you should comply with the most restrictive requirement.

Treatment of Reports and Complaints:

When you contact your manager, supervisor, HR, the Prometric legal department or the Prometric hotline, this is what you can expect:

  • Your question, report or complaint will be taken seriously,
  • Information will be gathered in response to your questions or concerns,
  • Your question, report or complaint will be forwarded to appropriate Prometric management for follow-up,
  • Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review,
  • Complaints and concerns relating to accounting, internal accounting controls or auditing matters will be reviewed under the Prometric Audit Committee’s direction and oversight by the Prometric General Counsel and Audit Director and/or such other persons as the Audit Committee determines to be appropriate,
  • Employees are obliged to cooperate with investigations relating to violations and complaints and must always be truthful and forthcoming in the course of these investigations, and
  • Prompt and appropriate corrective action will be taken when and as warranted.

Retention of Reports and Complaints and Investigations:

The office of the Prometric General Counsel will maintain a log of all reports and complaints related to accounting, internal accounting controls and auditing matters, tracking their receipt, investigation and resolution and will prepare a periodic summary of reports and complaints for the Audit Committee.

Retaliation is Prohibited:

We want you to know that we will not discharge, demote or suspend you if you provide information or assist in an investigating regarding conduct that you reasonably believe is unethical or that constitutes a violation of law, this Code or our other policies. This includes giving information in connection with an authorized investigation. However, we reserve the right to discipline you if you make an accusation without a reasonable, good faith belief in the truth and accuracy of the information or if you knowingly provide or make false information or accusations. “Good faith” does not mean that you have to be right – but it does mean that you believe you are providing truthful information. If you believe that you have been unfairly or unlawfully retaliated against, you may file a complaint with your manager or supervisor, the Prometric General Counsel or your Human Resources department.

Presumption of Innocence:

If someone makes a report or complaint against you, you will be presumed innocent unless the investigation reveals a violation has occurred.

Disciplinary Process:

As noted previously, a violation of law, this Code or our other polices may result in disciplinary action up to, and including, termination and/or legal proceedings.

Waivers:

Waivers of this Code may be granted only by the Prometric General Counsel’s office; however, any waiver of this Code for Prometric executive officers or directors may only be made by the Prometric board of directors or a board committee and will be disclosed by Prometric to the extent required by law or regulations.

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Helpful Contact Information

Prometric Hotline

General Counsel

Attn: General Counsel
Prometric, Inc.
1501 South Clinton Street
Baltimore, MD 21224
United States
telephone: 443-455-6144
 

Human Resources

Attn: Senior Vice President, HR
Prometric, Inc.
501 South Clinton Street
Baltimore, MD 21224
United States
telephone: 443-455-6848

Chief Financial Officer

Attn: CFO
Prometric, Inc.
1501 South Clinton Street
Baltimore, MD 21224
United States
telephone: 443-455-8566
   

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Form of Employee Acknowledgement


I acknowledge that I have received and read the Prometric Code of Business Conduct and Ethics and understand my obligations to comply with the principles and policies outlined in the Code.

I understand that my agreement to comply with the Code does not constitute a contract of employment if I do not presently have a written employment contract.

  • NAME (PRINTED):_______________________________________________

  • ORGANIZATION:________________________________________________

  • PROMETRIC EMPLOYEE ID:_______________________________________

  • SIGNATURE:___________________________________________________

  • DATE:_________________________________________________________

This signed and completed form should be returned to your human resources department unless this was completed during annual training and re-certification.

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Legal Notice


This Code serves as a reference for you. Prometric reserves the right to modify, suspend or revoke this Code and any and all policies, procedures, and programs in whole in part, at anytime, with or without notice. Prometric also reserves the right to interpret this Code and these polices in its sole discretion as it deems appropriate.

Neither this Code, these policies nor any statements made by any employee of Prometric, whether oral or written, confer any rights, privileges or benefits on any employee, create an entitlement to continued employment at Prometric, establish conditions of employment, or create an express or implied employment contract of any kind between employees and Prometric. In addition, all employees should understand that this Code does not modify their employment relationship, whether at will or governed by a written contract.

Unless otherwise agreed to in writing, each Prometric employee is employed on an at will basis. This means that employment is not guaranteed for any specific duration of time and the Company retains the right to terminate an individual’s employment at any time, with or without cause or prior notice.

The version of the Code that appears online at www.prometric.com may be more current and up-to-date and supersedes any paper copies should there be any discrepancy between paper copies and what is posted online.

Prometric Inc.
www.prometric.com

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