Code of Business Conduct and Ethics

A Message about the Code of Business Conduct and Ethics from the Chairman and Chief Executive Officer of BDP International, Inc.

To All Officers, Directors and Employees:

One of BDP’s most valuable assets is its integrity. Protecting this asset is the job of everyone in BDP. To that end, we have established a Code of Business Conduct and Ethics (the “Code”). The Code applies to every officer, director and employee of BDP. We also expect that those with whom we do business (including our agents, consultants, suppliers and customers) will also adhere to the Code. Our Code is designed to help you comply with the law and maintain the highest standards of ethical conduct. The Code does not cover every issue that may arise, but it sets out basic principles and a methodology to help guide you in the attainment of this common goal.

All of BDP’s officers, directors and employees must carry out their duties in accordance with the policies set forth in this Code and with applicable laws and regulations. To the extent that other BDP policies and procedures conflict with this Code, you should follow this Code. Any violation of applicable law or any deviation from the standards embodied in this Code will result in disciplinary action up to and including termination. Disciplinary action also may apply to an employee’s supervisor who directs or approves the employee’s improper actions, or is aware of those actions but does not act appropriately to correct them. In addition to imposing its own discipline, BDP may also bring suspected violations of law to the attention of the appropriate law enforcement personnel.

1. Policy Statement. BDP is committed to being a good corporate citizen. BDP’s policy is to conduct its business affairs honestly and in an ethical manner. That goal cannot be achieved unless you individually accept your responsibility to promote integrity and demonstrate the highest level of ethical conduct in all of your activities. Activities that may call into question BDP’s reputation or integrity should be avoided. The key to compliance with the Code is exercising good judgment. This means following the spirit of the Code and the law, doing the “right” thing, and acting ethically even when the law is not specific. When you are faced with a business situation where you must determine the right thing to do, you should ask the following questions:

  • Am I following the spirit, as well as the letter of any law or BDP policy?
  • Would I want my actions reported publicly?
  • What would my family, friends or neighbors think of my actions?
  • Will there by any direct or indirect negative consequences for BDP?

Managers set an example for other employees and are often responsible for directing the actions of others. Every manager and supervisor is expected to take necessary actions to ensure compliance with this Code, to provide guidance and assist employees in resolving questions concerning the Code, and to permit employees to express any concerns regarding compliance with this Code. No one has the authority to order another employee to act contrary to this Code.

2. Compliance with Laws and Regulations. BDP seeks to comply with both the letter and the spirit of the laws and regulations in all countries in which it operates. BDP is committed to full compliance with the laws and regulations of the cities, states and countries in which it operates. You must comply with all applicable laws, rules and regulations in performing your duties for BDP. Numerous federal, state, and local laws and regulations define and establish obligations with which BDP, its employees and agents must comply. Under certain circumstances, local country law may establish requirements that differ from this Code. You are expected to comply with all local country laws in conducting BDP’s business. If you violate these laws or regulations in performing your duties for BDP, you not only risk individual indictment, prosecution and penalties, and civil actions and penalties, you also subject BDP to the same risks and penalties. If you violate these laws in performing your duties for BDP, you may be subject to immediate disciplinary action, including possible termination of your employment or affiliation with BDP.

You should always consult your manager or legal team with any questions about the legality of your or your colleague’s audit.



Richard J. Bolte, Jr.

Chairman and Chief Executive Officer


BDP International Code of Conduct



In the event that you become aware of any facts surrounding a transaction that might be suspicious and give rise to a violation of this Code of Conduct, please bring it to the attention of BDP Management, or you may anonymously advise BDP by calling +1 (866) 631-2807.