About Gear Up Foundation

How we achieve strong results is as important as the results themselves.
The directors, officers, members and employees are expected to observe the highest standards of integrity in conducting our non-profit activities and business.

Mónica Carrera
Director of International Relations
Standards of business conduct

A letter from Chairman and CEO, Vincent Forras

The high quality of the directors, officers, members, and employees of Gear Up Foundation is the Foundation’s greatest strength. The resourcefulness, professionalism, and dedication of those directors, officers, and employees make the Corporation competitive in the short term and well-positioned for ongoing success in the long term.
The Foundation’s directors, officers, and employees are responsible for developing, approving, and implementing plans and actions designed to achieve Foundation objectives. The methods we employ to attain results are as important as the results themselves. The Foundation’s directors, officers, and employees are expected to observe the highest standards of integrity in the conduct of the Foundation’s activities and business.

The Board of Directors of the Foundation has adopted and oversees the administration of the Foundation’s Standards of Business Conduct. The policies in the Standards of Business Conduct are the foundation policies of the Foundation. Wholly-owned foundations generally adopt policies similar to the Corporation’s foundation policies. Thus the Corporation’s foundation policies collectively express the Corporation’s expectations and define the basis for the worldwide conduct of the businesses of the Foundation and its country directors.

The directors, officers, members, and employees of Gear Up Foundation are expected to review these foundation policies periodically and apply them to all of their work. The Foundation publishes from time to time guidelines with respect to selected policies. Those guidelines are interpretive and administrative and are not part of the Standards of Business Conduct. Any employee who has questions concerning any aspect of these policies should not hesitate to seek answers from management or the other sources indicated in another section, ‘Procedures and Open Door Communication.’

No one in the Gear Up Foundation organization has the authority to make exceptions or grant waivers with respect to the foundation policies. Regardless of how much difficulty we encounter or the pressure we face in performing our duties, no situation can justify the willful violation of these policies. Our reputation as corporate citizens depends on our understanding of and compliance with these policies.

Gear Up Foundation Code of Ethics and Business Conduct
The Board maintains policies and procedures (which we refer to as our Code) that represent both the code of ethics for the principal executive officer, Board directors, instructors, members, and assistants, contemplated by rules and the code of business conduct and ethics for directors, officers, and employees contemplated by listing standards.
The Code applies to all directors, officers, members, persons providing services at events, and employees. Any amendment of the Code will be promptly posted to our President of the Directory Board.

The Board Affairs Committee will review any issues under the Code involving an executive officer, member instructor, or director and will report its findings to the Board. The Board does not envision that any waivers of the Code will be granted, but should a waiver occur for an executive officer or director, it will be promptly disclosed on our website.

The Code consists of the Ethics Policy, the Conflicts of Interest Policy, the Corporate Assets Policy, the Directorships Policy, and the “Procedures and Open Door Communication” section from the  Standards Of Business Conduct.

The Code follows Ethics Policy
The policy of Gear Up Foundation is to comply with all governmental laws, rules, and regulations applicable to its non-profit business.
The Foundation’s Ethics policy does not stop there. Even where the law is permissive, the Foundation chooses the course of the highest integrity. Local customs, traditions, and mores differ from place to place, and this must be recognized. But honesty is not subject to criticism in any culture. Shades of dishonesty invite demoralizing and reprehensible judgments.

A well-founded reputation for scrupulous dealing is itself a priceless corporate asset.
The Foundation cares how results are obtained, not just that they are obtained. Directors, officers, members and employees should deal fairly with each other and with the Foundation’s suppliers, customers, competitors and other third parties.

The Foundation expects compliance with its standard of integrity throughout the organization and will not tolerate employees who achieve results at the cost of violation of law or who deal unscrupulously. The Foundation’s directors and officers support, and expect the Foundation’s employees to support, any employee who passes up an opportunity or advantage that would sacrifice ethical standards.

It is the Foundation’s policy that all transactions will be accurately reflected in its books and records. This, of course, means that falsification of books and records and the creation or maintenance of any off-the-record bank accounts are strictly prohibited. Employees are expected to record all transactions accurately in the Corporation’s books and records, and to be honest and forthcoming with the Corporation’s internal and independent auditors.

The Corporation expects candor from employees at all levels and adherence to its policies and internal controls. One harm which results when members/employees conceal information from higher management, or the auditors is that other employees think they are being given a signal that the Foundation’s policies and internal controls can be ignored when they are inconvenient. That can result in corruption and demoralization of an organization. The Foundation’s system of management will not work without honesty, including honest bookkeeping, honest budget proposals for beneficiaries and honest economic evaluation of projects.

It is the Foundation’s policy to make full, fair, accurate, timely and understandable disclosure in reports and documents that the Foundation files with the United States appropriate governmental agencies, and in public communications. All Members and employees are responsible for reporting material information known to them to higher management per country so that the information will be available to senior executive members responsible for making disclosure decisions.

Conflicts of Interest Policy
It is the policy of Gear Up Foundation that directors, officers, members and employees are expected to avoid any actual or apparent conflict between their own personal interests and the interests of the Foundation. A conflict of interest can arise when a director, officer, member, or employee takes actions or has personal interests that may interfere with his or her objective and effective performance of work for the Foundation. For example, directors, officers, members and employees are expected to avoid actual or apparent conflict in dealings with suppliers, customers, competitors and other third parties. Directors, officers, members, and employees are expected to refrain from taking for themselves opportunities discovered through their use of corporate assets or through their positions with the Foundation. Directors, officers, members and employees are expected to avoid securities transactions based on material, nonpublic information learned through their positions with the Foundation. Directors, officers, members and employees are expected to refrain from competing with the Corporation.

Corporate Assets Policy
It is the policy of Gear Up Foundation that directors, officers, members and employees are expected to protect the assets of the Foundation and use them efficiently to advance the interests of the Foundation. Those assets include tangible assets and intangible assets, such as confidential information of the Foundation or personal information held by the Foundation. No director, officer, members or employee should use or disclose at any time during or subsequent to employment or other service to the Foundation, without proper authority or mandate, personal or confidential information obtained from any source in the course of the Foundation’s business. Examples of confidential information include nonpublic information about the Foundation’s plans, earnings, financial forecasts, business forecasts, discoveries, competitive bids, technologies, and personnel.

Directorships Policy
It is the policy of Gear Up Foundation to restrict the holding by officers, members, and employees of directorships in nonaffiliated, for-profit organizations and to prohibit the acceptance by any officer or employee of such directorships that would involve a conflict of interest with, or interfere with, the discharge of the officer’s or employee’s duties to the Foundation. Any officer or employee may hold directorships in nonaffiliated, nonprofit organizations, unless such directorships would involve a conflict of interest with, or interfere with, the discharge of the officer’s or employee’s duties to the Foundation or obligate the Foundation to provide support to the nonaffiliated, nonprofit organizations. Officers and employees may serve as directors of affiliated companies and such service may be part of their normal work assignments.

All directorships in public companies held by directors of the Foundation are subject to review and approval by the Board of Directors of Foundation. In all other cases, directorships in nonaffiliated, for-profit organizations are subject to review and approval by the management of the Foundation, as directed by the Chairman Executive Officer.

Procedures and Open Door Communication
Gear Up Foundation encourages employees to ask questions, voice concerns, and make appropriate suggestions regarding the business practices of the Foundation. Employees are expected to report promptly to management suspected violations of law, the Foundation’s policies, and the Foundation’s internal controls, so that management can take appropriate corrective action. The Foundation promptly investigates reports of suspected violations of law, policies and internal control procedures.

Management (Country Officials) is ultimately responsible for the investigation of and appropriate response to reports of suspected violations of law, policies and internal control procedures. Internal Audit has primary responsibility for investigating violations of the Corporation’s internal controls, with assistance from others, depending on the subject matter of the inquiry. The persons who investigate suspected violations are expected to exercise independent and objective judgment.
Normally, an employee should discuss such matters with the employee’s immediate supervisor.

Each supervisor is expected to be available to subordinates for that purpose. If an employee is dissatisfied following review with the employee’s immediate supervisor, that employee is encouraged to request further reviews, in the presence of the supervisor or otherwise. Reviews should continue to the level of management appropriate to resolve the issue.
Depending on the subject matter of the question, concern or suggestion, each employee has access to alternative channels of communication, for example, the Controller’s Department; Internal Audit; the Human Resources Department; the Law Department; the Safety, Health and Environment Department; the Security Department; and the Treasurer’s Department.

Suspected violations of law or the Foundation’s policies involving a director or executive officer, as well as any concern regarding questionable accounting or auditing matters, should be referred directly to the General Auditor of the Foundation. The Board Affairs Committee of the Board of Directors of the Foundation will initially review all issues involving directors or executive officers and will then refer all such issues to the Board of Directors of the Foundation.

Employees may also address communications to individual nonemployee directors or to the nonemployee directors as a group by writing them at Gear Up Foundation, P.O. Box South Salem, NY 10590 or such other addresses as the Foundation may designate by country and publish from time to time.
Employees, members or any beneficiary wishing to make complaints without identifying themselves may do so by telephoning 914.810.9111, or by writing the International Security Manager, Gear Up Foundation, Francisco Salcedo , U.S.A., or such other telephone numbers and addresses as the Foundation may designate and publish from time to time.

All complaints to those telephone numbers and addresses concerning accounting, internal accounting controls or auditing matters will be referred to the Code of Conduct Committee of the Board of Directors of the Foundation.

All persons responding to employees’ questions, concerns, complaints and suggestions are expected to use appropriate discretion regarding anonymity and confidentiality, although the preservation of anonymity and confidentiality may or may not be practical, depending on the circumstances. For example, investigations of significant complaints typically necessitate revealing to others information about the complaint and complainant. Similarly, disclosure can result from government investigations and litigation.

No action may be taken or threatened against any employee for asking questions, voicing concerns, or making complaints or suggestions in conformity with the procedures described above, unless the employee acts with willful disregard of the truth.
Failure to behave honestly, and failure to comply with law, the Foundation’s policies, and the Foundation’s internal controls may result in disciplinary action, up to and including separation.

No one in the Foundation has the authority to make exceptions or grant waivers to the Foundation’s foundation policies. It is recognized that there will be questions about the application of the policies to specific activities and situations. In cases of doubt, directors, officers, members, and employees are expected to seek clarification and guidance. In those instances where the Foundation, after review, approves an activity or situation, the Foundation is not granting an exception or waiver but is determining that there is no policy violation. If the Corporation determines that there is or would be a policy violation, appropriate action is taken.