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Code of Business Conduct & Ethics

  

Nanometrics Inc. (“Nanometrics”) is committed to acting responsibly, ethically and with integrity in all of our dealings to ensure compliance with applicable legislation, rules and regulations, and we strive to continuously improve our environmental, social and governance efforts throughout all areas of our business. As such, we expect the same level of commitment and efforts from all individuals, entities and organizations involved in Nanometrics’ business, including our suppliers, vendors, contractors, sub-contractors, distributors, representatives, consultants and respective employees in each case at any tier in the supply chain (“you” or “your”). This Code of Business Conduct and Ethics (“Code”), is a statement of these commitments and efforts to help you understand the minimum standards of business conduct to which Nanometrics expects you to adhere to, as applicable to your business operations. As a condition of the terms governing the commercial relationship between you and Nanometrics, you are required to review and comply with this Code, and you should also work towards ensuring your third parties apply similar measures. Nanometrics may conduct periodic reviews to ensure your continued compliance.

STANDARDS AND EXPECTATIONS

Business Integrity: Nanometrics’ reputation is based on integrity, including the integrity and behaviour of those who we do business with. As such, you are expected to:

  • Comply with the highest standard of applicable local and international laws, rules and regulations;
  • Have adequate processes and controls in place to comply with this Code;
  • Transparently perform all dealings and ensure that these are accurately reflected in your business records; and,
  • Be honest and transparent in your communications and to never misrepresent or intentionally mislead anyone with false claims or commitments.

Conflicts of Interest: Conflicts of interest could arise when you enter into or appear to have entered into activities which could either advance or inhibit your personal interests. Nanometrics expects you to remain objective in your business decisions, exercise diligence to avoid situations where your interests may potentially or appear to conflict, and ensure you never let those decisions be influenced, or appear to be influenced, by personal or family interests, or compromise your credibility or the credibility of Nanometrics. You are expected to adopt procedures to prevent and manage conflicts of interest.

Gifts: While the giving of business gifts and business entertainment may be a customary way to strengthen business relationships, Nanometrics advises you to ensure that these gifts are in line with the laws and customs of the jurisdiction in which you do business.

Anti-Bribery and Anti-Corruption: Nanometrics prohibits any and all acts of bribery, corruption, extortion or other inappropriate influence in order to obtain a business advantage or preferential treatment. Nanometrics expects you will fully comply with all relevant anti-bribery laws in every jurisdiction in which you and Nanometrics do business.

Anti-Money Laundering: You will comply with applicable Canadian, United States (“U.S.”) and international laws and regulations pertaining to the detection, prevention, and reporting of potential money laundering and terrorist financing activities.

Competition Laws: Nanometrics expects you will comply fully with applicable antitrust and competition laws and regulations.

International Trade: The export sanctions and export controls landscape is subject to rapid change. As such, you are expected to:

  • Be apprised of and comply with applicable export sanctions, export laws and regulations of Canada, the U.S., United Nations (“U.N.”) or any other jurisdiction that is applicable to Nanometrics’ and your business activities;
  • Not engage in prohibited transactions with individuals, entities, organizations or countries that are targets of Canadian, U.S. or U.N. economic sanctions laws and regulations; and,
  • Comply with all applicable Canadian, U.S. and U.N. export control, re-export and import restrictions.

Non-Disclosure, Confidentiality, and Privacy: During the course of conducting business with Nanometrics, you may also become aware of confidential and/or personal information. You are expected to be committed to protecting the confidentiality of data, the privacy of individuals and their personal data, consistent with applicable legal and regulatory requirements in Canada and in the jurisdiction in which Nanometrics and you do business.

Intellectual Property: You must ensure that you respect and protect the intellectual property of Nanometrics and of others, and use such only as set out in the applicable terms and conditions that govern the business relationship between you and Nanometrics.

Employment and Labour Practices: Nanometrics expects you will comply with all applicable labour and employment laws, statutes and regulations of the jurisdiction where you do business, as well as internationally proclaimed human rights. This includes but is not limited to requirements regarding minimum wage, working hours, overtime, days of rest, compensation and freedom of association. You are prohibited from:

  • Using or benefitting from any form of involuntary/forced labour, including but not limited to bonded labour, involuntary prison labour, slavery, servitude or work performed under the menace of a penalty or coercion. All forms of modern slavery is unacceptable to Nanometrics;
  • Using or benefitting from child labour of any kind. You shall not employ children below the minimum age of employment in that country. You shall not employ workers under the age of 18 to perform any work that is defined as hazardous; and,
  • Tolerating discrimination, harassment and workplace violence.

You must provide your employees with effective grievance procedures for raising workplace concerns, and foster a safe environment to provide feedback.

Health and Safety: You must ensure a safe workplace at any location where work is undertaken. You are expected to maintain high standards for health and safety by, as a minimum (i) incorporating adequate risk management and controls; and, (ii) complying with all applicable Canadian health and safety laws, statutes, codes, standards, and regulations and those of the jurisdiction in which you do business.

Environment/Hazardous Material: Nanometrics expects you to manage your operations and provide any services responsibly in relation to environmental risks and impacts and comply with all applicable laws, statutes, codes, standards and regulations of the jurisdiction in which you do business. This includes but is not limited to (i) obtaining and maintaining required permits and licenses and any related reporting requirements; and, (ii) striving to improve resource efficiency and attempting to reduce consumption of raw materials, energy, water and fuel.

You are also expected to manage hazardous materials responsibly and where possible should substitute less hazardous materials where these do not impact form, fit or function. You must comply with all applicable laws, statutes and regulations of the jurisdiction in which you do business, including the use, handling, storage, transportation and disposal of regulated hazardous materials.

Conflict Minerals: Nanometrics expects you to responsibly and ethically source raw materials and minerals. You must not use, nor profit from any minerals (such as tin, tungsten, tantalum, and gold), or metals derived from such minerals, that have been illegally mined, transported or traded in a manner that directly or indirectly finances or benefits non-state armed groups or private security forces. You are expected to use internationally recognized due diligence standards and have in place appropriate controls for the purpose of reducing risk that conflict minerals are present in your products and your supply chain. These controls include but are not limited to promoting traceability and transparency, reporting and taking corrective action. You shall make information on the origin of your product components available to Nanometrics upon reasonable request.

Reporting Misconduct: For any questions, concerns, potential violations, or deviations from this Code, you may contact Nanometrics at conductcompliance@nanometrics.ca. We expect that you will not retaliate against anyone who makes a good faith report of a violation of this Code.