Last Updated: October 13, 2022
PURPOSE OF THE SUPPLIER CODE OF CONDUCT
SunPower Corporation and each of its subsidiaries (collectively "SunPower," "we," "us," or "our") seeks to do business with suppliers that follow ethical and sustainable business practices. While all suppliers are required to comply with applicable domestic and foreign laws and regulations, this Supplier Code of Conduct (the “Code”) goes beyond mere compliance with law. SunPower expects suppliers to conduct their business relationships with SunPower using the same standards to which we hold ourselves and our employees. Understanding this, SunPower expects you to adhere to this Code while conducting business with SunPower or for or on behalf of SunPower. When differences arise between SunPower standards (including this Code) and legal requirements, the stricter standard shall apply, in compliance with applicable law.
This Code establishes standards in the following six areas:
This Code applies to all of SunPower’s suppliers. For the purposes of this Code, the terms “supplier” or “you” means any business, firm or individual that provides a product or service to SunPower, or any of our customers or clients for or on behalf of SunPower, whether directly or indirectly. Unless otherwise indicated by the context, the terms “supplier” or “you” also refers to employees, agents and subcontractors of the firm and individuals described in the preceding sentence (i.e., their representatives). This applies to all workers including temporary, migrant, student, contract, direct employees and any other type of worker.
Suppliers are expected to understand and comply with this Code and to educate their representatives to ensure they also understand and comply with this Code. If a supplier knows, or has reason to believe, that a violation by it or its representatives has occurred, then the supplier must promptly inform SunPower. You are expected to self-monitor and enforce compliance with this Code by your representatives and SunPower reserves the right to request the removal of any representative who behaves in a manner that is unlawful or inconsistent with this Code or any other SunPower policy or procedure.
If you or any of your employees knows that a violation of this Code has occurred or an unsafe work practice is in place by their employer, you and your employees are encouraged to report this occurrence to SunPower’s Compliance and Ethics Helpline at 1-866-307-5679 in the United States or at https://sunpower.alertline.com.
We monitor your compliance with the Code. This may include onsite audits of you or your subcontractor’s, facilities and other operations. As part of these audits, SunPower or its agents may (a) inspect, examine, audit and copy your books and records, files, data and systems, in person and through remote virtual access, (b) interview individuals who may have information relevant to the audit, (c) audit and review your operations, practices, policies, and procedures and (d) inspect your facilities; provided, however, in each case, these audit rights are limited to those things that we reasonably consider related to your compliance with this Code. We may also require similar rights with respect to your suppliers or subcontractors. Monitoring your performance against the Code may also include document requests related to the traceability of raw materials and certifications verifying internal processes and procedures. By doing business with SunPower, you agree to respond to any request in a timely manner and to the best of your abilities. You must keep and maintain accurate books and records necessary to demonstrate compliance with applicable law and this Code and retain these records for the longer of five years following the end of the term of your agreement with SunPower or as required by applicable law.
SunPower will consider compliance with the Code in its procurement decisions. Any violations of this Code or applicable law may jeopardize your business relationship with SunPower, up to and including termination. In doing business with SunPower, you agree that SunPower may terminate any purchase order or supply agreement with you for breaches of this Code without further liability to SunPower.
BUSINESS AND PERSONAL ETHICS
Anti-Bribery and Anti-Corruption
We expect you to practice the highest standards of integrity in all business interactions with or on behalf of SunPower. We have a zero-tolerance policy for any form of bribery, corruption, extortion and embezzlement. Bribes, kickbacks or other means of obtaining undue or improper advantage are not to be promised, offered, authorized or given to any company or employee or on our behalf. This prohibition covers promising, offering, authorizing or giving anything of value, either directly or indirectly through a third party, in order to obtain or retain business, direct business to any person, or otherwise gain an improper advantage. You must implement monitoring, record keeping, and enforcement procedures to ensure compliance with anti-corruption laws. Should an event ever occur, you must be honest, direct and truthful in discussions with regulatory agencies and any government professionals.
Suppliers shall immediately notify SunPower of any request that you receive to take any action that might constitute, or be construed as, a violation of anti-corruption laws. Suppliers agree that SunPower is authorized to take all appropriate actions that we reasonably deem are necessary to avoid a violation of anti-corruption laws.
Conflicts of Interest
Suppliers and their representatives must ensure that decisions and actions in the course of your relationship with SunPower are never influenced by, or appears to be influenced by, personal relationships or benefits. You must not give to, or receive from, SunPower or its representatives any commission, fee, rebate, or any gift or entertainment of value in connection with a SunPower contract or other business arrangement with SunPower or our representatives. This includes situations where you may have, or appear to have, an indirect conflict, such as a significant other or other persons or entities with which you have a relationship.
All business dealings with SunPower should be transparently performed and accurately reflected on the supplier’s business books and records. Systems shall be in place to maintain documents and records to ensure regulatory compliance and conformity to supplier requirements along with appropriate confidentiality to protect privacy. Suppliers shall maintain, create and dispose of records and confidential information in compliance with all applicable legal requirements and all agreements with SunPower.
Suppliers must operate in compliance with their own applicable professional standards, policies and codes, including requirements established by any organizations (such as licensing commissions) regulating their activities.
Disclosure of Information and Publicity
Suppliers must not communicate with the media on SunPower’s behalf and must refrain from using SunPower’s name or that of any of our clients or customers or hold yourself out as providing goods or services to or on behalf of SunPower or any of our clients or customers, except with SunPower’s express written authorization of an officer of SunPower.
Protection of Identity and Non-Retaliation
You must ensure the confidentiality, anonymity and protection of supplier and employee whistleblowers are be maintained. In addition to SunPower’s Compliance and Ethics Helpline, you should also have your own communicated process for your personnel to be able to raise any concerns without fear of retaliation.
No Insider Trading
If you or any of your representatives have material, non-public information (“Insider Information”) about SunPower, you (including your household members) may not buy or sell SunPower securities, or engage in any action to take advantage of, or pass on to others, such Insider Information. Suppliers and their representatives (including their respective household members) are also prohibited from buying or selling securities of other companies if Insider Information about such companies is obtained in the course of performing services to SunPower. In certain circumstances, you and your representatives may be prohibited from trading SunPower securities during a specified period of time (a “trading blackout”) upon direction of SunPower’s Chief Legal Officer, and may not disclose to others the fact that you have been suspended from trading. Suppliers are also prohibited from engaging in the following transactions while providing services to SunPower: purchase of SunPower securities on margin, short sales of SunPower securities, and buying or selling puts or calls on SunPower securities. Suppliers may seek guidance from the SunPower legal department if you have any questions about any particular transaction.
RESPECT FOR HUMAN RIGHTS
SunPower is committed to human rights as defined by the Universal Declaration of Human Rights, the Conventions of the International Labor Organization, the UN Guiding Principles on Business and Human Rights, and the UN Global Compact. SunPower ensures that our workers are treated with dignity and respect, and are provided with the environment, tools and knowledge to work safely. SunPower expects the same standards to be met by our suppliers.
Our commitments related to human rights and our expectations of our suppliers are further set forth in the SunPower Human Rights Statement and our Conflict Minerals Policy. You must comply with the standards set forth therein.
SunPower also asks it suppliers to continuously improve their observance of human rights, recognizing new interpretations and standards that affect their work.
Human Trafficking and Forced Labor
SunPower stands in firm opposition to the use of forced labor practices and is committed to eliminating them within the solar supply chain.
SunPower prohibits the practice of forced labor, child labor, bonded labor (including debt bondage), human trafficking, modern slavery or any other exploitative labor practices throughout our workforce (collectively referred to as “forced labor”), and we demand the same from our suppliers. By accepting engagement as a supplier of SunPower, you represent that you do not engage in any form of forced labor. Suppliers are also expected to responsibly source any raw materials and products supplied to you or to SunPower and to not source materials (a) that are produced, gathered or otherwise created using forced labor and (b) that contain metals derived from minerals or their derivatives sourced from conflict regions, unless responsibly sourced from those regions.
All work must be voluntary, and workers shall be free to leave work at any time or terminate their employment without penalty. Suppliers may not hold or otherwise destroy, conceal, or confiscate identity or immigration documents, such as government-issued identification, passports, or work permits, unless required by law. You are prohibited from collecting recruitment fees from your workers and you may not require workers to pay employers’ agents or sub-agents’ recruitment fees or other related fees for their employment.
Non-Discrimination and Non-Harassment
Your workplace must be free of harassment and unlawful discrimination. Suppliers shall not engage in discrimination or harassment in hiring and employment practices, such as wages, promotions, rewards, and access to training, based on sex (which includes pregnancy, childbirth, breastfeeding, or related medical conditions, the actual sex of the individual, or the gender identity or gender expression), race, color, religion (including religious dress practices and religious grooming practices), sexual orientation, national origin, ancestry, citizenship, marital status, familial status, age, physical disability, mental disability, medical condition, genetic information, protected veteran or military status, or any other characteristic protected by local law or regulation. Workers shall be provided with reasonable accommodation for religious practices. Workers shall be notified of these rights through training or other awareness campaigns (e.g., signs in the workplace).
There is to be no harsh or inhumane treatment including sexual harassment, sexual abuse, corporal punishment, mental or physical coercion, bullying, public shaming, or verbal abuse of workers; nor is there to be the threat of any such treatment.
Employment, Wages and Benefits
Workers shall be remunerated fairly with living wages. Compensation paid to workers shall comply with all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits. Suppliers must maintain employment documents in accordance with all applicable laws and regulations, including employee records.
Working hours are not to exceed the maximum set by local law, all overtime must be voluntary, and in no even shall work hours exceed 72 hours in a week.
Child labor is prohibited. The term “child” refers to any person under the age of 15, or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest. The use of legitimate workplace learning programs, which comply with all laws and regulations, is supported. Workers under the age of 18 shall not perform work that is likely to jeopardize their health or safety.
Freedom of Association
SunPower rejects any limitations on free speech, expression, thought, consciousness, religion, and association, including collective bargaining. You must respect the right of all workers to engage in peaceful assembly. Workers and their representatives shall be able to openly communicate and share ideas and concerns with management regarding working conditions and management practices without fear of discrimination, reprisal, intimidation or harassment. Suppliers shall allow workers to exercise freedom of association and comply with the provisions expressed in collective bargaining agreements.
SELECTED COMPLIANCE MATTERS
Permits and Licenses
Suppliers shall obtain and maintain all permits and/or licenses necessary to provide the services and conduct the activities for which you have been engaged by or on behalf of SunPower.
Unless prohibited by law, suppliers must promptly notify SunPower in writing of any governmental investigation or inquiry into the products produced or service provided to SunPower, supplier personnel, or aspects of the supplier’s business involved in its obligations under its contract with SunPower or this Code. Suppliers must promptly notify SunPower in writing of any internal investigation or inquiry into the safety of the products or services provided to SunPower, including potentially defective products by design, manufacture or instruction.
You must comply with all applicable antitrust and fair competition laws and regulations, and you should not take any action that would cause either your or SunPower to be in violation of antitrust or fair competition laws.
Trade Restrictions and Sanctions
Suppliers shall establish and maintain policies and procedures to comply with applicable trade restrictions and sanction laws, including all regulations of the U.S. Office of Foreign Assets Control (“OFAC”), including screening and monitoring any beneficiary of the supplier or person with whom the supplier does business to confirm that such person do not appear on any lists issued by OFAC (including, without limitation, the Specially Designated Nationals List). By accepting engagement as a supplier of SunPower, you represent that they are not on any such list.
You may not make any campaign contributions or conduct any lobbying activity on behalf of SunPower without the express prior written consent of SunPower’s Chief Legal Officer.
You must take appropriate technical and organizational measures to ensure a level of security of your electronic systems appropriate to the risk in order to protect against all forms of cyber-attack or other intrusions that might result in the data of SunPower or its clients or customers being lost, stolen or corrupted.
Subject to the terms of any specific contractual provisions that apply, suppliers must have adequate business continuity plans in place to continue to provide its services to a reasonable degree in the aftermath of an operational interruption, whether caused by a natural disaster, equipment malfunction, power failure, communications or data network failure or disruption, terrorist act, cyber-attack, raw materials shortage or other such contingency. You must shall, upon request, disclose to SunPower in reasonable detail the elements of your business continuity plans and information security systems and controls.
HEALTH AND SAFETY
Suppliers are expected to maintain a safe and healthy work environment and comply with all applicable health and safety laws, rules and regulations. You must provide adequate resources to manage workplace safety and to ensure that all workers understand and properly exercise safety practices and procedures.
Worker potential for exposure to health and safety hazards are to be identified, assessed and mitigated. You are expected to provide ongoing occupational health and safety training as applicable to their business.
Workers are to be provided with a clean working environment with ready access to clean toilet facilities and adequate ventilation and lighting.
Suppliers are expected to take reasonable efforts to identify the environmental impacts of their business and minimize adverse effects on the community, environment and natural resources. SunPower works closely with our suppliers to design and select products that minimize environmental impact and promote high value recycling.
You are expected to seek to reduce electricity and water usage and generation of waste. You are also encouraged to track energy, greenhouse gas emissions and establish a corporate-wide greenhouse gas reduction goal and to respond to requests to quantify these measures for purposes of SunPower’s reporting obligations. Please also refer to our section regarding Conflict Minerals reporting.
You are expected to have an appropriate management system to support compliance with this Code, which should, at a minimum, contain the following elements:
Policy statements that are aligned with this Code.
Management Accountability and Responsibility
Clearly identified responsibilities for ensuring implementation of the management systems and associated programs. Management systems should be reviewed on a regular basis.
Legal and Customer Requirements
A process to identify, monitor and understand applicable laws, regulations and customer requirements, including the requirements of this Code.
Risk Assessment and Risk Management
A process to identify the legal compliance, environmental, health and safety, labor practice, human rights and ethics risks associated with your operations.
Programs for training managers and workers to implement your policies and procedures, and to meet applicable legal and regulatory requirements, including those required by this Code.
You must require you employees and representatives to complete training programs identified and reasonably requested by SunPower, within the time period specified by SunPower. With SunPower’s consent, suppliers may provide alternative and comparable training to their representatives. If requested by SunPower, suppliers and their representatives shall deliver to SunPower a signed acknowledgment regarding such training programs.
A process for communicating clear and accurate information about your policies, practices, expectations, and performance to workers, suppliers, and customers.
Grievance and Whistleblower Mechanism
Ongoing processes, including an effective grievance mechanism, to obtain information on violations of practices and conditions covered by this Code. You must give your workers a safe environment to provide grievance and feedback without fear of reprisal or retaliation. This should include a process that allows your employees and other third parties to report violations of this Code and applicable laws and regulations without fear of harassment or retaliation.
Audits and Assessments
Periodic self-evaluations to ensure conformity to legal and regulatory requirements, the requirements of this Code, and any contractual requirements with SunPower.
Corrective Action Process
A process for timely correction of deficiencies identified by internal or external assessments, inspections, investigations and reviews.
No Third-Party Beneficiaries
The Code does not confer, and shall not be deeded to confer, any rights on the part of any third party. No representative of any supplier of any other person shall have any rights against SunPower by virtue of this Code, nor shall such representatives or other persons have any rights to cause SunPower to enforce any provisions of this Code, such decisions being reserved by SunPower in its sole discretion.