Supplier Code of Conduct
San Manuel Band of Mission Indians and its affiliates (collectively referred to as “San Manuel”) expects the companies with whom it does business to embrace its commitment to integrity by complying with—and training their employees on—this San Manuel Supplier Code of Conduct (“Supplier Code of Conduct”).
COMPLIANCE WITH THE SUPPLIER CODE OF CONDUCT
Suppliers and their employees, personnel, agents, representatives, sub-suppliers and subcontractors (collectively referred to as “Suppliers”) must adhere to this Supplier Code of Conduct while conducting business with, or on behalf of, San Manuel.
While Suppliers are expected to self-monitor and demonstrate their compliance with this Supplier Code of Conduct, San Manuel may audit Suppliers or inspect Suppliers’ facilities to confirm compliance. Suppliers that behave in a manner that is unlawful or inconsistent with this Supplier Code of Conduct, or any San Manuel policy, risk termination of their business relationship with San Manuel. Complying with this Supplier Code of Conduct is required in addition to meeting any other obligations contained in any agreement a Supplier may have with San Manuel.
LEGAL AND REGULATORY COMPLIANCE PRACTICES
All Suppliers must conduct their business activities in full compliance with all applicable laws and regulations while conducting business with, or on behalf of, San Manuel, including applicable tribal laws. Compliance with San Manuel requirements such as this Supplier Code of Conduct may in some cases exceed applicable legal requirements. In all cases in which San Manuel requirements are more stringent than applicable legal requirements, Suppliers are required to meet the more stringent San Manuel requirements. All Suppliers must comply with the following:
Antitrust and Fair Competition: Suppliers must compete fairly in the marketplace in full compliance with applicable antitrust and fair competition laws. Any conversation, understanding or agreement to fix prices, split territories, markets or customers, participate in any kind of bid rigging, or other anticompetitive behavior is strictly prohibited.
Bribery and Kickbacks: Suppliers must comply with applicable laws and regulations that prohibit bribery and corruption. Suppliers cannot offer or accept anything of value, either directly or indirectly, in order to obtain an improper advantage for themselves or San Manuel. San Manuel prohibits facilitating payments (i.e., modest payments made to low-level foreign government employees for taking care of routine governmental actions), even when permitted under local law. Suppliers must make no payment or other offer of benefit to any San Manuel employee for the purpose of influencing San Manuel decisions.
Customs and Import/Export: Suppliers must ensure that any transfer of products, services, software, equipment, information or knowledge across tribal, U.S., or other borders is lawful and in accordance with applicable rules and regulations, including the U.S. Export Administration Act.
Gaming License: Suppliers may be required to obtain a determination of suitability or a license (either being referenced herein as a “Gaming License”) issued by the San Manuel Gaming Commission (the “Commission”) or the entities of the State of California authorized to investigate, approve, and regulate gaming licenses pursuant to the California Gambling Control Act (“State Gaming Agency”) prior to conducting business with, or on behalf of, San Manuel. If a Gaming License is required, it must be renewed and kept in effect for so long as the Supplier conducts business with, or on behalf of, San Manuel. Suppliers must adhere to all applicable technical or other standards issued by the Commission or State Gaming Agency when conducting business with, or on behalf of, San Manuel. Suppliers are solely responsible for 1) contacting the Commission or State Gaming Agency to obtain information regarding the suitability and licensing requirements, 2) completing the suitability and licensing processes, 3) informing any companies with a potential interest in acquiring any or all of Supplier’s interest in Supplier that it may also be required to maintain and renew a Gaming License with the Commission or State Gaming Agency, and 4) any costs and expenses due to their participation in the Gaming License process. Any Supplier employees, personnel, agents, representatives, sub-suppliers or subcontractors who will be working at San Manuel’s gaming facilities located on tribal Reservation or trust lands must be age 21 or over. Suppliers must notify San Manuel immediately in the event the Supplier is notified of a finding of unsuitability by the Commission or State Gaming Agency.
Insider Trading: Suppliers must comply with applicable securities laws that prohibit individuals from buying or selling securities when they know material information that is not available to the public and sharing such information with others.
Political Contribution and Lobbying Activities: Suppliers must comply with applicable tribal, federal, state, and local laws and regulations pertaining to political contributions and lobbying activities. Suppliers must make no contribution on behalf of San Manuel without San Manuel’s permission.
BUSINESS PRACTICES AND ETHICS
All San Manuel Suppliers must conduct business interactions and activities with integrity and must:
Business Records: Honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy. Create, retain, and dispose of business records in full compliance with all applicable legal and regulatory requirements.
Communication: Be honest, direct, and truthful in discussions, including those with regulatory agency representatives and government officials.
Press: Only speak to the press on behalf of San Manuel if expressly authorized in writing to do so in advance by San Manuel.
Gifts and Entertainment: Gifts, meals, entertainment, hospitality, and trips provided to San Manuel employees that are lavish or lack transparency or a legitimate purpose may be viewed as bribes, may create the appearance of a conflict of interest, or may be perceived as an attempt to improperly influence decision making. Giving business courtesies to San Manuel employees, if permitted at all, should be modest, infrequent, and consistent with customary business practices. Never give anything to gain an improper business advantage. When deciding whether to give a gift, entertainment, or other courtesy, keep the following guidelines in mind:
Suppliers are prohibited from paying expenses for travel, lodging, gifts, hospitality, entertainment, or charitable contributions for government officials on San Manuel’s behalf.
Do not offer anything of value to obtain or retain a benefit or advantage for the giver, and do not offer anything that might appear to influence, compromise judgment, or obligate the San Manuel employee.
Suppliers may not offer any business courtesy unless it is permissible under both this Supplier Code of Conduct and the Supplier’s gift policy.
Suppliers are not allowed to give gifts of any value to any member of San Manuel Procurement or its representatives, or to any other San Manuel employee who the Supplier knows is involved in any bid process or contract negotiation between the Supplier and San Manuel. In all other instances, Suppliers must not give any gifts having a value of more than$50.00. Gifts of cash or cash equivalents, such as gift cards, securities in a company, or personal loans, are prohibited.
Any morale events for employees of the Supplier should be organized by the Supplier, and not by San Manuel. If employees of the Supplier need to participate in a morale event with San Manuel employees, San Manuel should work out a plan for shared funding with the Supplier.
Conflicts of Interest: Avoid actual improprieties and conflicts of interests or the appearance of either. Suppliers must not deal directly with any San Manuel employee whose spouse, domestic partner, other family member or relative holds a financial interest in the Supplier.
Travel: Travel expenses must be reasonable, have legitimate business purposes, and not be excessive or lavish. Unless otherwise specified in a Supplier’s contract with San Manuel, all Supplier airfare, lodging, and ground transportation should be booked by San Manuel’s designated travel management company.
HUMAN RIGHTS AND FAIR LABOR PRACTICES
San Manuel expects its Suppliers to (1) comply fully with all applicable employment laws, and (2) share its commitment to respect all human rights and to provide equal opportunity in the workplace. All Suppliers must:
- Prohibit harassment and discrimination. Suppliers must commit to a workforce and workplace free of harassment and unlawful discrimination. Suppliers must provide employees with procedures they can use to bring workplace concerns, including those involving harassment and discrimination, to the attention of management for appropriate resolution. Suppliers must review these reporting procedures periodically. Suppliers must provide equal opportunity in the workplace and not engage in unlawful discrimination in hiring, compensation, access to training, promotion, termination, or retirement based on race, color, sex, national origin, religion, age, disability, gender identity or expression, marital status, pregnancy, sexual orientation, political affiliation, union membership, or veteran status. Suppliers must accommodate all disabilities to the extent required by applicable law.
- Prohibit the use of child labor. Child labor must not be used under any circumstance. Suppliers must not employ anyone under the age of 15, under the age for completing compulsory education, or under the legal minimum working age for employment, whichever age requirement is most restrictive. Suppliers are required to have a remediation plan in place to ensure that, in the event of any child labor found, Suppliers must follow international standards or local legal requirements. San Manuel supports all forms of legal youth employment, including the development of legitimate workplace apprenticeship programs for the educational benefit of young people. San Manuel will not do business with any Supplier that uses such programs in a fraudulent or deceptive manner. Suppliers must prohibit workers who are under the age of 18 from performing hazardous work, night work, and overtime work.
- Use only voluntary labor. All forms of forced labor by Suppliers are prohibited, including indentured labor, bonded labor, or any other form of forced labor. All forms of prison labor are prohibited. Support for or engagement in any form of human trafficking or involuntary labor through threat, force, fraudulent claims, or other coercion is prohibited. Suppliers are required to have a remediation plan in place to ensure that, in the event of any forced labor found, Suppliers must follow international standards or local legal requirements.
- Prohibit retaliation. Suppliers must protect an individual’s right to report misconduct or noncompliance with regulations or other ethical issues. Suppliers must comply with Whistleblower laws, including those promulgated by the Securities and Exchange Commission (SEC) and Commodities Futures Trading Commission (CFTC). These laws can include requirements such as protecting the individual from retaliation and providing confidential reporting mechanisms.
HEALTH AND SAFETY
San Manuel Suppliers are expected to develop and implement health and safety management practices in all aspects of their business. All Suppliers must:
- Comply with all applicable occupational health and safety laws and regulations, including laws and regulations that address occupational safety, emergency preparedness, occupational injury and illness, industrial hygiene, physically demanding work, machine safeguarding, sanitation, food, and housing.
- Ensure that workers are provided with ready access to clean toilet facilities, potable water, and sanitary food preparation, storage, and eating facilities. Worker dormitories and transportation, if provided, must meet applicable host-country housing and safety standards and be maintained in a clean and safe manner.
- Establish a management system that, at a minimum, demonstrates that health and safety management is integral to the business, encourages employee participation, and provides appropriate communication channels for employee access to health and safety information.
- Provide a safe and healthy work environment for all employees and take action to minimize the causes of hazards inherent in the working environment.
- Implement a process to ensure employees comply with all applicable laws and Supplier policies and procedures.
- Establish and implement business continuity plans that address topics including natural disasters, emergencies, and other potential business interruptions.
- Ensure that employees are not under the influence, or in possession of alcohol or other substances that impair their ability to perform work in a safe and reliable manner.
ENVIRONMENTAL PROTECTION AND COMPLIANCE
San Manuel recognizes its social responsibility to protect the environment, and expects Suppliers to share the same commitment. As a part of this commitment, all Suppliers must:
- Comply with all applicable environmental laws and regulations, including laws and regulations that regulate hazardous materials, air and water emissions, and wastes.
- Endeavor to reduce or eliminate waste of all types, including water discharges and energy losses, by implementing appropriate conservation measures in Supplier facilities through
- (1) the use of conservation-minded maintenance and production processes, and
- (2) by reducing, reusing, and recycling materials, whenever possible, based on application of the waste management hierarchy. For additional information please visit the EPA website on Sustainable Materials Management.
- Obtain and maintain all required environmental permits and registrations. Follow the operational and reporting requirements of such permits and keep the permits current.
- If applicable, identify any chemicals or other materials that may be released, and which may pose a threat to the environment, and manage such chemicals or materials appropriately to ensure their safe handling, movement, storage, use, reuse, recycling, and disposal.
- Adhere to all applicable laws, regulations, and customer requirements regarding the prohibition or restriction of specific substances in manufacturing or product design. Conform to all legal and customer requirements regarding product and packaging labeling, including material content, recycling, and disposal.
PROTECTING INFORMATION: DATA & INTELLECTUAL PROPERTY
San Manuel Suppliers will respect intellectual property rights, protect confidential information, and comply with privacy rules and regulations. All Suppliers must:
- Protect and responsibly use the physical and intellectual assets of San Manuel, including intellectual property, tangible property, supplies, consumables, and equipment, when authorized by San Manuel to use such assets, including complying with San Manuel’s Privacy and Data Security Appendix, as applicable.
- Respect and protect the intellectual property rights of all parties by only using information technology and software that has been legitimately acquired and licensed.
- Use San Manuel-provided information technology systems (including email) only for authorized San Manuel business-related purposes. San Manuel strictly prohibits Suppliers from using San Manuel provided systems to (1) create, access, store, print, solicit, or send any material that is intimidating, harassing, threatening, abusive, sexually explicit, or otherwise offensive or inappropriate, or (2) send any false, derogatory, or malicious communications. Any solicitation of San Manuel employees using information gathered from San Manuel provided technology or systems is prohibited.
- Consider all data stored or transmitted on San Manuel owned or leased equipment as property of San Manuel. San Manuel may monitor all use of its network and all systems (including email) and may access all data stored or transmitted using the San Manuel network.
- Comply with the intellectual property ownership rights of San Manuel and others, including copyrights, patents, trademarks, and trade secrets. Manage the transfer of technology and know-how in a manner that protects intellectual property rights.
- Follow all applicable privacy and data protection laws.
- Provide clear and accurate privacy notices when collecting or processing personal data.
- Honor privacy choices by using data only as agreed to by San Manuel representatives or San Manuel’s customers.
- Protect data, including personal data and other material non-public (i.e., “inside”) San Manuel data, by building secure products and services that use at minimum industry standard controls and encryption to prevent inadvertent or unauthorized disclosure.
- Cooperate with San Manuel compliance efforts.
SUPPLIER CODE OF CONDUCT TRAINING
San Manuel expects Suppliers to take appropriate steps to ensure that this Supplier Code of Conduct is communicated, understood and adhered to by their employees, personnel, agents, representatives, sub-suppliers and subcontractors doing business with, or on behalf of, San Manuel.
ADDITIONAL STANDARDS FOR SAN MANUEL PRACTICE
For Suppliers with employees, personnel, agents, representatives, sub-suppliers or subcontractors requiring rights to access San Manuel’s network or buildings, the following additional standards apply.
Prior to each placement of Supplier personnel to perform services for San Manuel, to the extent allowable by applicable law, the Supplier must conduct a pre-placement background screen. For certain placements, the Supplier must conduct additional background screens periodically over time. Background screens will typically include review of the following components, to the extent permitted by applicable law: identity check, criminal record review, sex offender registry check, and global sanctions list review. For certain placements, San Manuel may require additional screens, such as education verification, prior employment verification, verification of job-related licenses, consumer credit report review, drug testing or other relevant information gathering.
San Manuel reserves the right to review and discuss pre-placement background information with Suppliers for any individual placed by a Supplier who may require access to San Manuel owned or leased facilities or access to San Manuel resources such as email, network access, cardkey or other access badges, or in any situation that would require Supplier personnel to access the credit card or sensitive personal data of San Manuel customers, clients, partners, employees, or other third parties. Any such discussions shall be in a manner consistent with applicable law. Based on that review, San Manuel may prohibit access, as it deems appropriate, for any individual placed by a Supplier.
RAISING CONCERNS AND REPORTING QUESTIONABLE BEHAVIOR
Suppliers must promptly inform their San Manuel contact when any situation develops that causes the Supplier to operate in violation of this Supplier Code of Conduct.
To report questionable behavior or a possible violation of this Supplier Code of Conduct, Suppliers are encouraged to work with their primary San Manuel Procurement contact in resolving their concern. If that is not possible or appropriate, please contact San Manuel’s Director of Procurement.