Code of Conduct
Compliance with SPI’s Code of Conduct
The SPI Code of Conduct ("Code") sets forth the Company’s standard of business practice. This Code applies to SPI and its subsidiaries, and all directors, officers, and employees (including contractors, consultants or temporary workers) of each. All references to "employees" include directors, officers, and employees of SPI and its subsidiaries.

SPI and its employees will not discriminate on the basis of race, gender, sexual orientation, or age, and will be sensitive to cultural differences in the regions in which SPI operates, adopting best practices available internationally.
 
All employees are accountable and responsible for understanding and complying with this Code, applicable laws, regulations, and SPI policies that are related to their jobs. In fulfilling these responsibilities, each employee must:
  • Read, understand, and comply with this Code and all SPI policies that are related to his/her job.
  • Participate in training and educational programs/events required for his/her job.
  • Make a commitment to conduct SPI business with integrity and in compliance with applicable laws and regulatory requirements.
  • Report possible violations of this Code, policies, applicable laws, and regulatory requirements.
  • Obtain guidance for resolving a business practice or compliance concern if he/she is uncertain about how to proceed in a situation.
  • Deal honestly with colleagues, customers and suppliers.
  • Provide full details of all relationships that may, in the course of a transaction be construed as creating a conflict of interest or appearance of a conflict of interest. A "conflict of interest" exists when an individual's private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of SPI.
  • Proactively provide all information to superiors that may have a material influence on matters under consideration.
  • Support and maintain systems of internal control, and not seek to over ride such internal controls by acts of omission or commission.
  • Protect the interests of shareholders.
  • Provide full, fair, accurate, timely and understandable information in all internal reports and documents filed with the Securities and Exchange Commission or any other government agency, or releases to the public.
  • Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts.
  • Protect and respect the confidentiality of information acquired in the course of his/her work except when authorized or otherwise legally obligated to disclose, and not use confidential information for personal advantage.
  • Achieve responsible use of, and control over, all assets and resources employed by or entrusted to him/her.
  • Cooperate fully in any investigation.

SPI will:
  • Deal fairly with all current, prospective and departing employees.
  • Participate and support the communities in which it does business.
  • Protect the environment to the best of its ability.
  • Encourage and promote best practices.
  • Seek to raise standards both internally and externally rather than accepting the status quo.
  • Communicate effectively with employees and provide communication lines such that all issues may be raised.
Quality
SPI will establish and maintain systems in accordance with our established certifications and generally accepted best practices.

SPI will keep complete and accurate records.

SPI will faithfully record and report all findings irrespective of cause, responsibility or consequence.
 
Finance
SPI will take all steps necessary to record and preserve the Company’s assets.

SPI will maintain systems to accurately record and present the Company’s operations, openly disclosing value judgments and estimates incorporated in presentations and using generally accepted accounting principles and policies. The Company’s principal executive officer and the principal financial officer will review the annual and quarterly reports, certifying the accuracy of the information, prior to filing with the Securities and Exchange Commission.
 
Working with the Government
All SPI employees will:

  • Deal honestly and accurately with government officials and agencies.
  • Comply with applicable laws and regulations relating to working with government officials and agencies, particularly special requirements associated with government contracts and transactions.
  • Not make any substitutions nor deviate from contract requirements without the written approval of the authorized government official.
Anti-Corruption
SPI prohibits participation in bribes or kickbacks of any kind, whether in dealing with public officials or individuals in the private sector.

SPI is committed to abiding with the standards of conduct set forth in the U.S. Foreign Corrupt Practices Act and the anti-corruption and anti-money laundering laws of the countries in which SPI operates..

 
Reporting of Breaches or Suspected Breaches
It is the responsibility of every employee to promptly report any fraud or breach or suspected breach of this Code.

Unless the suspected breach is by an employee's immediate supervisor/manager, the normal channel of reporting is through the employee's supervisor/manager with a copy to the HR Director. In the case of suspected breach by the reporting employee’s supervisor/manager, the reporting channel is to the Company’s Chief Financial Officer, with a copy to the Company’s Chief Executive Officer and to the HR Director. In the case of suspected breach by a member of the Executive Committee of the Company (e.g., CEO, CFO, COO) the procedure is to report to another member of the Executive Committee with a copy to the Chairman of the Audit Committee of the Board of Directors, Dennis Wu (dwu@wuhoover.com), and to the HR Director.

SPI expects all employees to cooperate in internal investigations of misconduct and violations of this Code.

Employees should be aware that SPI has a statutory duty to protect any employee who reports his or her concerns in good faith, and to ensure that there is no retaliation. Reports will be treated in a confidential manner.
 
Waivers of the Code
Only the Audit Committee of the Board of Directors may waive a provision of this Code. Any such waiver of this Code will be promptly disclosed as required by law or regulation. Requests for waivers must be made in writing to SPI's Chairman of the Board and to the Audit Committee Chairman prior to the occurrence of the violation of this Code.
 
Breaches
This Code sets forth the minimum standard of behavior SPI expects of its employees. The Company may take any breach of this Code by an employee into account when assessing performance pay, discretionary bonuses, merit raises, and/or renewal of fixed term contracts. In material cases, SPI may deem a breach of this Code a breach of your employment contract or the terms of your employment, and consider such breach cause for termination. Such violator may also be subject to civil action and/or referral to law enforcement agencies for criminal prosecution.
 
 
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