Governance and Ethics

Overview of the Governance and Ethics Program

Holtec International considers its prized reputation for honesty and integrity in business and contractual relationships to be a priceless asset worthy of assiduous protection through a rigorous ethics and governance program. The Company views its corporate governance program to be one of the four essential pillars which support its continuing success (the other three are: occupational safety, quality of deliverables and environmental stewardship). To succeed in its mission, the Company must have the trust and confidence of its customers, subcontractors, suppliers, and the public. Accordingly, the company believes that maintaining an unwavering commitment to the highest standards of business ethics and conduct is crucial to its future.

The Company’s policy is to scrupulously abide by all U.S. Government laws and the laws of any state, municipality or other jurisdictional authority around the globe where it transacts business.

An essential component of the Company’s corporate governance program is the array of policies and procedures implemented at the Company which are, in the ultimate analysis, focused on upholding our “vision and values.” A well-articulated organization chart and clear description of duties and responsibility of the management personnel in the Corporate Operations Manual helps provide a reliable platform for corporate governance ensuring an inhibited flow of information across the company. The Executive Committee is responsible to ensure that the flow of business information is always free and unthrottled, without which effective governance is impossible

The Company recognizes that to achieve the desired outcome, a relentless campaign of dissemination of our values and vision throughout the workforce is essential. Holtec International’s Board of Directors sits at the apex of the Company’s corporate governance edifice and is ultimately responsible for its continued effectiveness. The day-to-day governance is carried out by the CEO with active support of the Executive Committee, consisting of senior company executives. The essentials of governance are set down in the Company’s Corporate Governance Manual (CD-7) which are implemented by a Corporate Governance Officer (CGO), an experienced company executive with a spotless professional career. The company makes evangelizing the spirit and essence of CD-7 a core priority through an endless stream of e-tutorials, known as Training Tablets. Training, training and more training has been the strategy pursued by the Company since the late 1980s.

The “Employee Manual” (CD-01) and the Corporate Operations Manual (CD-09) together form the top tier documents that help establish the underpinnings of CD-07.

Strengthening the Corporate Culture

Holtec recognizes that, ultimately, it is the quality of the company’s culture that sustains its governance.

To continuously strengthen the Company’s culture, Holtec International ensures that its associates are versed in the policies and practices premised on unimpeachable ethics and professionalism. This is accomplished through a ceaseless campaign of indoctrination of the precepts enshrined in the company’s corporate governance program. Starting each group meeting with a “safety message” followed by a “nuclear safety” message is an example of the continuous campaign of intellectual persuasion that is a daily occurrence at Holtec’s Operations centers.

The Company understands that, with its multi-national workforce spread out in five continents, with its business relationships with scores of customers and nuclear regulatory authorities in diverse countries, and with its suppliers based in over 20 countries, inculcating the message of principled governance is a challenging undertaking that requires continuous reinforcement.

Key Elements of Holtec’s Corporate Governance

Diversity: Our diversity is reflected in a workforce that consists of persons who collectively represent every major religious and racial group, call every major language as their native tongue and hail every corner of the earth as their native land. Our corporate governance culture is rooted in celebrating our workforce diversity and holding bigotry, prejudice and favoritism of any kind as repugnant to our core values. All company associates are indoctrinated to stand firm against giving or taking of bribery regardless of the prevailing cultural norms in the host country.
Employee Concerns Program: A vital element of the Company’s governance program is a readily accessible means for the employees to communicate their grievances to the management chain – anonymously or by identifying themselves. The Company considers maintaining a work environment that is free of an even a hint of retaliation or retribution to be essential for its success
Personnel Safety: Holtec views the physical safety of its personnel to be an overarching corporate responsibility. The Company’s Executive Committee deploys every practical measure to eliminate the risk of fire at its plants or personal injury to its workers. The “safety- first” message permeates at every level of the company- from the top echelon to the people on the shop floor. The program of continuous indoctrination extends to safety of company personnel who are involved in manufacturing and site services work.
Quality Assurance: A sound information management system supported by corporate governance program provides the solid foundation on which the Company’s Quality Assurance program is built and implemented.
External interactions: In external relationship matters, the Company treats its agreements with other companies as inviolable commitments. Holtec’s teaming or alliance agreements have an unblemished history of scrupulous compliance.
Transparency: Internally, operative term for corporate governance is “absolute institutional transparency.” Sharing the inevitable ups-and-downs in a project with the customer, for example, is an established operating principle.
Honesty: Another key plank of Holtec’s governance program is the expectation that every company associate will conduct himself/herself truthfully regardless of the pressure of the circumstances. Absolute truthfulness, of course, lies at the heart of a trusted nuclear QA program which applies to over 80% of the Company’s industrial goods and services.
Risk Management: The Company maintains a “risk register” on ongoing projects which is subject to continuous vigilance by the Executive Committee. The Company employs a broad internal consultative process to ensure prudent decision making in major items such as entry into new business areas, entering into alliances and agreements and acquisitions. However, the Board of Directors, the CEO and the Executive Committee are the principal players in charting the business course of the Company.
Leadership Succession: Holtec has a well-articulated plan for leadership succession to maintain continuity in the event that the CEO becomes unavailable.
Meritocracy: The Company’s leadership is unwavering in its commitment to meritocracy in the promotion and professional recognition of the Company’s associates. The Executive Committee enforces Company’s merit-centric policy which holds that everyone will advance based on their merit; factors such as race, national origin, ethnicity, religious belief, gender, and sexual orientation shall not play any role whatsoever.
Community Engagement: Holtec’s operation centers are urged by the Company’s leadership to endeavor to make a positive contribution their local communities. It is the desire to help a needy community that prompted Holtec to establish a Technology Campus in the city of Camden.

Ground rules for Business Conduct for Holtec Associates

Conduct all dealings with our customers and suppliers with honesty and integrity.

Respect the rights of all associates to fair treatment and equal opportunity, free from discrimination or harassment of any type.

Know, understand and comply with the laws, regulations, and codes of conduct governing the conduct of our business.

Ensure that all transactions are handled honestly and recorded accurately.

Protect information that belongs to the Company, our customers, suppliers and fellow workers.

Avoid conflicts of interest – both real and perceived.

Never use Company assets or information for personal gain.

Forbidden Acts of Personal Conduct

CD-07 provides guidance to company associates in virtually every sphere of activity that they may come across in the course of their work. In particular, the subjects addressed in the Governance Manual address intra-company interactions, interactions with external entities or interactions with the general public

In the realm of personal conduct, CD-07 provides an exhaustive list of forbidden activities; some prominent proscribed activities include:

Giving a bribe in cash or kind to a client’s associate or accepting a bribe in cash or kind from a supplier;

Moonlighting without a written authorization from the company’s Executive Management;

Knowingly allowing a defect in the company’s deliverables (goods or services) to remain unidentified and hence, unremedied;

Making undocumented business deals with client’s representatives (lack of transparency);

Making commitments to a client or suppliers beyond the associate’s limits of authority;

Making false representations to any stakeholders;

Speaking poorly of any client, a Company supplier, a Holtec competitor or a Holtec associate;

Unauthorized use of company’s resources to help self, friends, or family;

Failure to meet personal legal commitments such as payment of taxes and alimony;

Engaging in any activity that violates the professional license, affiliation, or registration held by the Associate;

Falsifying Company’s documents or purposely failing to follow Holtec procedures and processes;

Unbecoming person conduct such as expressions of prejudice or intolerance, disregard for others’ sensibilities, acts of bigotry, seeking sexual liaison with another Company associate, haughty or arrogant mannerism, untruthful, failure to observe the Company’s strict code of merit-based promotions.

Core Personal Values Demanded of Holtec Associates

Integrity:

We walk the talk.

Our actions are based on absolute honesty and uncompromising ethics.

We strive to earn each other’s trust.

We keep our word no matter what the cost.

We demand absolute transparencyin all business transactions regardless of the local cultural framework in which we are operating.

Civility:

We treat each other with respect and dignity. We do not belittle anyone.

We do not subscribe to rumors and innuendoes.

We do not speak poorly of our competitors.

Accountability:

Our people hold themselves responsible for their actions – never shifting blame on others.

We diligently follow the Company’s policy and procedures.

We view reporting of any observed defects and non-compliances in accordance with the company’s quality program a moral duty, not merely a legal imperative.

Teamwork:

We acknowledge we are individually imperfect, but we strive to build perfect teams.

We subordinate our individual interests to that of the team.

We never, never talk down to anyone.

Superior ideas, not rank or position of the sponsor, reign supreme in our collective deliberations. Good ideas, whether from a Company executive or from the summer intern, have the same weight.

Continuous Improvement:

We view our daily work as a continuous journey for self-improvement.

We are self-critical.

We are always on the hunt for new ideas to improve ourselves.

Open Communication:

We seek meaningful feedback from our stakeholders.

We seek other opinions and we value different perspectives.

Continuing Training

“Every training session at our company causes a tiny eruption of ideas which we must leverage through a robust training program to instill our core values in the soul of our people, revolutionize their professional capabilities, and heighten their safety and quality awareness.”
– Dr. Kris Singh, CEO

Holtec International’s corporate governance mandates an active program of personnel training and indoctrination. Recognizing that continuous reinforcement of the key tenets of governance is essential to achieve full compliance, the company utilizes the so-called “Training Tablets” (which are short and succinct exhortations on a specific topical area) that are disseminated through the company’s global network at periodic intervals. Some examples of the Training Tablets, out of scores in use, are provided below:

Suggestions and Concerns Program

Every company associate is encouraged to file suggestions for improvement in any aspect of company’s operations by identifying themselves or anonymously. This feedback program has been extremely successful in solving minor personnel grievances as well harnessing our workforce’s ideas for operational improvement.

A toll-free number to file complaints or by confidential e-mail have also been available to the company associates since the early 2000s.

Company personnel who are qualified to work in the nuclear program are also trained to file their safety, product quality, procedure non-compliance and other concerns” in accordance with the “Holtec quality assurance procedures” that specifically address such matters.

Visibility and Accountability

To ensure visibility at the highest levels, the data on the performance of the governance program is shared with the Company’s Board at approximately one-year intervals.

Anti-Slavery Statement (Reaffirmed 2022)

Holtec International and its operating divisions are widely recognized as the foremost technology innovator in the field of carbon-free power generation – specifically commercial nuclear and solar energy. Holtec has operation centers in North America, South America, Europe, Africa and Asia.

Holtec establishes a relationship of trust and integrity with all its suppliers, which is built upon mutually beneficial factors. Our Supplier Selection Procedure includes checks of the Supplier’s reputation, respect for the law, and compliance with health, safety and environmental standards.

Holtec has a zero-tolerance approach to modern slavery human trafficking in its operations and supply chain.

Holtec’s core values endorses the commitment to acting ethically and with integrity in business relationships with customers, suppliers and company associates who collectively constitute Holtec’s principal stakeholders. The Company’s policy is to scrupulously abide by all U.S. government laws and the laws of any state, municipality or other jurisdictional authority around the globe where it transacts business. This is embedded across the Company via Holtec’s Corporate Governance and Ethics Policy, as well as required online training for all its associates.

Holtec’s Corporate Governance and Ethics Policy regulates our commitment to doing business with its clients and suppliers in a manner consistent with its values on integrity, civility, accountability, teamwork and open communications. Holtec expects its clients and suppliers to commit to:

sharing Holtec’s commitment to protecting the health, safety and security of employees and others who could be affected by its activities
respecting the human rights of all employees

Holtec seeks to select its suppliers in accordance with Holtec’s Core Values.

The Company Ethics Hotline, 1-800-HOLTECØ EXT 3618, provides a confidential, independently-operated hotline for its employees, clients and suppliers to voice any concerns that they have, including concerns about slavery and human trafficking. The Ethics Hotline is also available to outside suppliers and is listed in all supplier purchase orders.