ETHICS IN A
BLENDED WORKFORCE
June 5, 2014
DII Best Practices Forum
Panel
2

MODERATOR: Sandra Evers-Manly
Vice President, Corporate Responsibility
Northrop Grumman Corporation

PANELISTS:
 Joseph
McDonald
Vice President, Yoh Federal Services
Day and Zimmermann Company
 Steve
Epstein
Chief Counsel, Ethics and Compliance
The Boeing Company
Blended Workforce
Agenda
4
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Code of Ethics and Standards of Business Conduct
Business Courtesies
Ethics Hotline
Protection of Non-public Information
ITAR Compliance/Awareness
Revolving Door
5
Code of Ethics and Standards of
Business Conduct
How our company engages our employees and helps
them understand our values.
Code of Ethics And Standards of
Business Conduct
6
ALL YOH CONTRACT EMPLOYEES READ, UNDERSTAND, AND ACKNOWLEDGE OUR CODE OF ETHICS AND
STANDARDS OF BUSINESS CONDUCT DURING THE ON-BOARDING PROCESS. YOH ALSO HAS ON-GOING
COMMUNICATION WITH THE CLIENT MANAGERS AND HUMAN RESOURCES. COLLABORATION IS A KEY TO
OUR SUCCESS.
BELOW IS THIS ACTUAL DOCUMENT SHARED WITH OUR CONTRACT EMPLOYEES:


At Yoh it is imperative that our employees act with honesty and integrity at all times. These
high standards are reflected in Yoh’s Code of Ethics and Standards of Business Conduct. This
Code of Ethics and Standards of Business Conduct presents Standards to help you find an
ethical course of action when faced with a dilemma. These Standards are based on a set of
values and principles that address areas of ethical risk.
The Company’s Code of Ethics is expressed in its vision and values. The Standards that follow
will help you understand your responsibility under our Code — and they will serve as your
guide when faced with an ethical issue. While the following cannot cover every ethical
problem that you might face, they are meant to help you make informed judgments.
Code of Ethics And Standards of Business
Conduct
7
Workplace Environment

Standard: The Company is committed to providing a safe, environmentally-sound workplace in which employees are
encouraged to excel. As an employee, it is your responsibility to do your best, following procedures to do your job safely,
to treat others with respect, and to protect the environment from potential negative effects from our business activities.
Information Reporting and Recording

Standard: All Company records, reports, pricing data, invoices and other business documents must be prepared
accurately and honestly. It is a federal crime to present a false claim to the U.S. government knowingly. It is fraud in the
private sector. Be sure that any document you prepare is correct. You must also assist any auditor who is checking our
records and not block his or her efforts.
Protecting Resources

Standard: Property, money and information that belong to the Company or its customers must be preserved, protected
and accounted for. As an employee, you have a duty to be aware of costs, since in working for our customers, cost control
is imperative.
Conflict of Interest

Standard: When you are conducting business and trying to get new business, the interest of the Company, its employees,
its suppliers and its customers must not be in conflict. Your loyalty as an employee must be to the Company. You must
avoid any action or behavior that may put you or the Company in a position of conflict of interest or of divided loyalty
and you must avoid actions or relationships that might give even the appearance of such conflict.
Corporate Relations

Standard: The Company operates in a larger community of business, government and other organizations and people.
You are responsible for being a contributing, law-abiding member of that larger society locally, nationally and
internationally. As you go about your business life, you are the Company in relation to those around you. Remember that
and behave accordingly.
Code of Ethics And Standards of Business
Conduct
8
Your personal commitment to integrity:
During the course of their employment, Yoh employees must adhere to the following:
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Agree and acknowledge that neither you nor your family and friends may receive personal gain, beyond compensation
paid by YOH to you, from situations or knowledge that result from the work performed by you at the direction of
CUSTOMER.
Agree and acknowledge that you are responsible for safeguarding any information, material or equipment in your
possession and owned by CUSTOMER, and for using it only for intended purposes.
Agree and acknowledge that, in the course of performing work at the direction of the CUSTOMER, you have an
obligation to avoid environmental contamination and for otherwise following all applicable laws, regulations and industry
standards for environmental protection.
Agree and acknowledge that any involvement in civic affairs or political activities is a personal choice, and that if you
choose to speak out on issues in public, you must make it clear that you are speaking only for yourself, not for YOH or
CUSTOMER.
Agree and acknowledge that should you be assigned by CUSTOMER to perform pricing, costing or cost analysis in
connection with federal contracts (actual or proposed) certain provisions of either or both of the Truth in Negotiations Act
and the Procurement Integrity Act may apply.
Agree and acknowledge that federal and state anti-trust laws govern relationships among competitors and that
agreement among competitors on such things as price, other terms of sale, division or allocation of customers and markets
and production limits is illegal. During the course of your assignment with CUSTOMER, you agree to exit from any
situation in which discussion turns to such topics and to inform YOH immediately.
Agree and acknowledge that you understand and acknowledge that you may not seek special treatment from either
YOH or CUSTOMER by offering something of value in return.
9
Business Courtesies
From contractor to government personnel, and
from government personnel to contractor
personnel
Unique Situation/Challenge
of the Blended Workforce
10

Government and contractor personnel work side-by-side,
usually for a common mission, often on a long-term basis.
 “One-team” concept obscures legal differences.
 Share common overall goal.
 Consider each other to be friends, colleagues, and coworkers.
 Obscures “arms-length” legal relationship that separates
Government personnel and “prohibited sources.”
Business Courtesies
11
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Challenges:
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As contractor and government personnel work together, they exchange
personal gifts that are common among colleagues.
However, under government gift rules, contractors are “prohibited
sources.”

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Even personal gifts from contractor employees are gifts from a “prohibited source.”
Contractor business courtesy rules differ from government gift rules.
Applicable Gift Rules
12

Executive Branch Gift Rules:
 5 CFR 2635 Subpart B (gifts from outside sources)
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Gifts of $20 (other than cash) or less. (Up to $50/year)
Gifts based on personal friendship
Modest items of food and refreshment (not a meal)
Items of little intrinsic value (plaques, greeting cards) for presentation only
Meals and refreshments outside of U.S.
Free attendance at widely-attended gatherings (“WAG”)
EO 13490 (1/21/09) Ethics Pledge (political appointees)
 Prohibits:
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Contractor business courtesy policies
Agency gift acceptance statutes
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Gifts of $20 or less
Meals and refreshments outside of U.S.
Free attendance at widely-attended gatherings (“WAG”)
Gifts to the government agency or office
Senate and House gift rules are different.
Gifts
13
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Examples:
 Contractor
hosts contract kick-off meeting for entire
(government/contractor) team. Serves breakfast.
 Government employee’s spouse dies in accident, and
office personnel contribute $10 each to fund for
flowers.
Gifts
14
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More examples:
 Contractor
employee and Government employee
carpool to work, rotating driving duties.
 Government employee rides with neighbor, who is a
contractor, to work daily.
 For team training, contractor offers use of its meeting
room and graphics department.
Gifts
15
 George
and Bill, Government employees, are friends:
fishing, golfing, playing cards. George resigns to work
for a contractor, assisting Bill’s branch. They would like
to continue their activities together.
Gifts
16
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Best practices:
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Establish contact with cognizant government ethics counselor.
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Ensure everyone recognizes the differences between contractor and government
personnel.
 We are allies, not partners
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Training
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Include contractor and Government employees in the same training and
communications.
Use real examples.
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Address common situations before they occur.
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Brief government supervisors on your business gratuity rules.
 Share guidance provided to your employees.
17
Ethics Hotline
How our company provides an Ethics hotline to our
employees and how investigations are handled with
our blended workforce, clients and government
customers.
Yoh’s Ethics Hotline
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Toll-free helpline:

877-319-0270
Calls to the Ethics Help Line are answered by a trained
communications specialist who will document caller concerns
or questions and get them to the Company representative
whose job it is to help.
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The 800 number is toll-free and has capability for the hearing-impaired and
translation services, if needed.
Outside of the United States, this number is accessible from anywhere in the
world by calling the ATT operator in the country in question.
In addition, employees can also report their concerns via
https://dayzim.alertline.com.
 No action will be taken against those who report a
suspected violation in good faith.

Yoh’s Ethics Hotline
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Any incidents reported to the hotline will by handled by
our Subject Matter Expert at Day & Zimmermann
All calls are confidential
 There will be no retributions or reprisals
 Investigated by a SME outside of the reporting structure in
an independent, objective manner
 Each Investigation has a documented report

What is the allegation?
 Who is involved?
 What is the root cause?
 What is the course of action?
 What can we do to prevent this from reoccurring?

20
Protection of Non-Public Information
Protection of government source selection
information, contractor proprietary information
and sensitive procurement information.
Protection of Non-Public Information
21
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Challenge:
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Preventing improper disclosure of non-public information:
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Government to contractor (source selection information)
Contractor to other contractor (proprietary information)
Contractor to Government (proprietary information)
Non-public Information includes:
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Contractor Bid or Proposal Information (41 USC 423(b))
Source selection information (FAR 2.101)
Classified information
Information protected by the Privacy Act
Proprietary information
Information not releasable under FOIA
Law enforcement information
Protection of Non-Public Information
22
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Rules:
 Privacy Act (5 U.S.C. 552a)
 Freedom of Information Act (5 U.S.C. 552)
 Economic Espionage Act (18 U.S.C. 1831-1839)
 Procurement Integrity Act FAR 3.104-4
 Trade Secrets Act 18 U.S.C. 1905
 5 CFR 2635.703 Use of non-public information
Protection of Non-Public Information
23

Common Inadvertent Violations:
 Email
 Attaching non-public information and replying to all.
 Forwarding emails containing attachments that include non-public
information.
 Forwarding emails that include a trail of earlier emails with nonpublic information.
 Leaving non-public information on shared printers.
Protection of Non-Public Information
24
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More examples:
Dropping off non-public information on the unoccupied desk
of the recipient.
 Using a speaker phone in a cubicle to discuss non-public
information.
 Speaking loudly when in a cubicle.
 Presenting non-public information at meetings when you
don’t know everyone who is present.
 Conference calls (Who is in the room?)
 Sharing one contractor’s bid information with another
contractor.
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Protection of Non-Public Information
25

Best Practices:
 Clearly
mark non-public information.
 Be careful when emailing non-public info. Ensure you
know everyone who is receiving it.
 Do not leave non-public information exposed in your
office.
 Printers!!!!!
Protection of Non-Public Information
26

More best practices:
 Before
forwarding an email, check the entire email chain
and attachments.
 Be careful if you use social media, e.g., Facebook, Twitter,
blogs, third links.
 Establish agreed-upon procedures for handling and
reporting of improper disclosures.
 Who
should be notified.
27
ITAR Compliance/Awareness
How do we train and maintain awareness.
Awareness & Understanding of ITAR
28
International Traffic in Arms Regulations


You are receiving this communication because you may be working at the direction of a Yoh customer who is
a defense contractor, and to the extent you are assigned to support that customer's defense contracts,
whether domestic or foreign, there are some things you need to know about the International Traffic in Arms
Regulations (22 CFR Chapter I, Subchapter M, Parts 120-130) or "ITAR," for short.
The ITAR, administered by the Department of State's Directorate of Defense Trade Controls (DDTC),
provides the following definitions:
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A U.S. Person is, among other things, a person who is a lawful permanent resident of the United States (ITAR Para
120.15) Thus, foreign nationals, if they have permanent resident alien status, are U.S. Persons for ITAR purposes, as, of
course, are U.S. citizens.
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A Foreign Person is, among other things, a person who is not a lawful permanent resident of the United States (ITAR Para
120.16).
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Export means, among other things, sending or taking a defense article out of the United States in any manner, except by
mere travel outside of the United States by a person whose personal knowledge includes technical data, and disclosing
(including oral or visual disclosure) or transferring technical data to a Foreign Person, whether in the United States or
abroad (ITAR Para 120.17(a)).
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A Defense Article is any item or technical data designated in the United States Munitions List (ITAR Para 120.6).

Technical Data is information which is required for the design, development, production, manufacture, assembly,
operation, repair, testing, maintenance or modification of a Defense Article (ITAR Para 120.10)
Awareness & Understanding of ITAR
29
Here is what you need to know about how the ITAR may interface with your work assignment with a defense
contractor:
1. You can determine if the project you are assigned to by Yoh's customer involves something on the USML in
two ways: You can ask your Yoh monitor, or, having determined the scope of the project to which you are
assigned, you can go the following website, click on the USML and make the determination yourself:
www.pmddtc@state.gov.
2. There may be some other indications that you are working on a project involving something on the USML:
Drawings and documentation may carry a legend, such as Caution, ITAR-controlled Data; or U.S. Persons
and Foreign Persons may be badged differently.
3. If it is determined that you are working on a project that involves something on the USML, consider this:
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4.
If you are in a meeting in which a Foreign Person is present and you are asked to provide, or you volunteer to provide,
information that rises to the level of Technical Data, and you do so, you have just made an export, and so has your
employer, the Yoh Company!
You and your employer have also made an export if, in that same meeting, you show a Foreign Person a drawing or
any other form of hard-copy documentation which meets the definition of Technical Data; or if, independent of that
meeting, you email, mail, or send by courier, Technical Data to a Foreign Person, wherever located, or convey Technical
Data by telephone conversation to a Foreign Person, wherever located.
Whether your export is in violation of the ITAR depends on whether Yoh, or Yoh's customer, has obtained the
requisite approvals from DDTC authorizing you to take any of the actions described above. If neither of
these approvals are made known to you before you speak in the meeting, or send the email or hold the
telephone conversation, don't do it! You will put your employer in violation of the ITAR
30
Revolving Door
Employment discussions and hiring of government
personnel by contractors and contractor
personnel moving to the government.
Revolving Door
31

Challenge:
 It
is soooo easy for government employees to discuss
potential employment with contractor employees with
whom they work.
 Since many contractor jobs mirror government jobs, it is
easy to retire from the government, and return as a
contractor.
Revolving Door
32

Rules:
 18
USC 208 (Employment negotiations)
 No
5
negotiations without disqualification.
CFR 2635. Subpart F (Seeking employment)
 No
“seeking employment” without disqualification.
 5 CFR 2635.603 defines “seeking employment” and gives
examples.
 18
USC 207 (Post-employment restrictions)
Revolving Door
33

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Procurement Integrity Act (FAR 3.104-3)
 One-year ban on employment for procurement officials involved in
awards of $10M or more.
 Requires disqualification and reports for employment discussions with
procurement officials.
EO 13490 (1/21/09) Ethics pledge
 Applicable to political appointees.
Contractor rules on conflicts of interest
 Contractor employees seeking employment with Government may
create a conflict of interest.
Revolving Door
34

Examples:
 Government
office supervisor, over coffee, notes she
plans to retire, and asks contractor supervisor if she
could get a job with the contractor.
 Government employee, after hearing that a contractor
co-worker is leaving, asks if he can apply for the
contractor’s position.
Revolving Door
35

Best Practices:

Train contractor personnel regarding disqualification
requirements triggered by “innocent” employment
discussions.


Give examples of discussions that trigger disqualification.
Ensure contractor employees know how to handle such discussions.


Give them an ap for such situations
Remind personnel involved in procurements of Procurement Integrity
Act restrictions and required reports.
Remedies
36
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Tailor training for workplace issues.
 Include everyone in work center (especially those who do not attend
annual training.)
Emphasize that contractors are prohibited sources
 Alliance v partnership
 Contractors are under great pressure to say “yes”
Create workplace culture of open communications
Communicate with contractor ethics officials
 We’re all in the same boat.
 Involve ethics officials in planning events.
 What can government do to reduce these risks?
 What can contractors do to reduce these risks?
37
Questions