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- Purpose
This
Code of Business Conduct and Ethics (this "Code") provides a general
statement of the Company's expectations regarding the ethical standards
that each employee, officer and member of the Board of Directors
("director") should adhere to while acting on behalf of the Company.
- Administration
The
Company's Board of Directors or designated board committee is
responsible for setting the standards of business conduct contained in
this Code and updating these standards as it deems appropriate to
reflect changes in the legal and regulatory framework applicable to the
Company, the business practices within the Company's industry, the
Company's own business practices, and the prevailing ethical standards
of the communities in which the Company operates. While the Company's
Board of Directors or a designated board committee will oversee the
procedures designed to implement this Code to ensure that they are
operating effectively, it is the individual responsibility of each
employee, officer and director to comply with this Code.
- Compliance with Laws, Rules and Regulations
The
Company will comply with all laws and governmental regulations that are
applicable to the Company's activities, and expects that all persons
acting on behalf of the Company will obey the law. Specifically, the
Company is committed to:
- maintaining a safe and healthy work environment;
- promoting
a workplace that is free from discrimination or harassment based on
race, color, religion, sex or other factors that are unrelated to the
Company's business interests;
- supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;
- conducting its activities in full compliance with all applicable environmental laws;
- keeping the political activities of the Company's employees, officers and directors separate from the Company's business;
- prohibiting any illegal payments to any government officials or political party representatives of any country; and
- complying with all applicable state and federal securities laws.
In
furtherance of the Company's pursuit of the objectives listed above,
all employees, officers and directors shall comply with all applicable
governmental laws, rules and regulations, including without limitation
those regulating public accounting, securities regulation, export
restrictions, trade practices and advertising, antitrust, foreign
corrupt practices, and civil rights.
All employees, officers and
directors shall also refrain from illegally trading the Company's
securities while in possession of material, nonpublic ("inside")
information. The Company's Insider Trading Policy, which is distributed
to all employees, officers and directors at the time they join the
Company, describes the nature of inside information and the
restrictions placed on trading in the Company's stock.
- Conflicts of Interest
Employees,
officers and directors should not be involved in any activity which
creates or gives the appearance of a conflict of interest between their
personal interests and the Company's interests. A "conflict of
interest" occurs when an individual's private interest interferes in
any way - or even appears to interfere - with the interests of the
Company as a whole. A conflict situation can arise when an employee,
officer or director takes actions or has interests that may make it
difficult to perform his or her work on behalf of the Company
objectively and effectively. Conflicts of interest also arise when an
employee, officer or director, or a member of his or her family,
receives improper personal benefits as a result of his or her position
in the Company. Loans to, or guarantees of obligations of such persons
are of special concern.
In particular, no officer or employee shall:
- be a consultant to, or a director, officer or employee of, or otherwise operate an outside business:
- that markets products or services in competition with the Company's current or potential products and services;
- that supplies products or services to the Company; or
- that purchases products or services from the Company;
- have
any financial interest, including stock ownership, in any such outside
business that might create or give the appearance of a conflict of
interest;
- seek or accept any personal loan or services
from any such outside business, except from financial institutions or
service providers offering similar loans or services to third parties
under similar terms in the ordinary course of their respective
businesses;
- be a consultant to, or a director, officer
or employee of, or otherwise operate an outside business if the demands
of the outside business would interfere with the employee's or
officer's responsibilities with the Company;
- accept any
personal loan or guarantee of obligations from the Company, except to
the extent such arrangements are legally permissible;
- conduct
business on behalf of the Company with immediate family members, which
include spouses, children, parents, siblings and persons sharing the
same home whether or not legal relatives; or
- use the Company's property, information or position for personal gain.
The
appearance of a conflict of interest may exist if an immediate family
member of a employee, officer or director of the Company is a
consultant to, or a director, officer or employee of, or has a
significant financial interest in, a competitor, supplier or customer
of the Company, or otherwise does business with the Company.
Employees
shall notify their immediate supervisor of the existence of any actual,
apparent or potential conflict of interest. Conflicts or potential
conflicts involving officers or directors shall be brought to the
attention of the Chairman of the Company's Audit Committee.
- Corporate Opportunities
Employees,
officers and directors are prohibited from (a) taking for themselves
personally opportunities that are discovered through the use of the
Company's property, information or position unless approved by the
Board of Directors; (b) using Company property, information or position
for personal gain; or (c) competing with the Company. Directors,
officers and employees owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises.
- Confidentiality
Employees,
officers and directors shall maintain the confidentiality of all
information entrusted to them by the Company or its suppliers,
customers or other business partners, except when disclosure is
authorized by the Company or legally required.
Confidential
information includes (1) information marked "Confidential," "Private,"
"For Internal Use Only," or similar legends, (2) technical or
scientific information relating to current and future products,
services or research, (3) business or marketing plans or projections,
(4) earnings and other internal financial data, (5) personnel
information, (6) supply and customer lists, and (7) other non-public
information that, if disclosed, might be of use to the Company's
competitors, or harmful to the Company or its suppliers, customers or
other business partners.
To avoid inadvertent disclosure of
confidential information, employees, officers and directors shall not
discuss confidential information with or in the presence of any
unauthorized persons, including family members and friends.
- Protection and Proper Use of Company Assets
Employees,
officers and directors are personally responsible for protecting those
Company assets that are entrusted to them and for helping to protect
the Company's assets in general. Employees, officers and directors
shall use the Company's assets for the Company's legitimate business
purposes only.
- Fair Dealing
The
Company is committed to promoting the values of honesty, integrity and
fairness in the conduct of its business and sustaining a work
environment that fosters mutual respect, openness and individual
integrity. Employees, officers and directors are expected to deal
honestly and fairly with each other and with the Company's customers,
suppliers, competitors and other third parties. To this end, employees,
officers and directors shall not:
- make false or misleading statements to customers, suppliers or other third parties;
- make false or misleading statements about competitors;
- solicit or accept from any person that does business with the Company, or offer or extend to any such person,
- cash of any amount; or
- gifts,
gratuities, meals or entertainment that could influence or reasonably
give the appearance of influencing the Company's business relationship
with that person or go beyond common courtesies usually associated with
accepted business practice;
- solicit or accept any fee, commission or other compensation for referring customers to third-party vendors; or
- otherwise
take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information or any other unfair-dealing practice.
- Accurate and Timely Periodic Reports
The
Company is committed to providing investors with full, fair, accurate,
timely and understandable disclosure in the periodic reports that it is
required to file with the Securities and Exchange Commission and in
other public communications made by the Company. To this end, the
Company, and its employees and officers, shall:
- comply
with the Company's accounting principles at all times, including, where
appropriate, generally accepted accounting principles;
- maintain
and participate in a system of internal accounting controls that will
provide reasonable assurances to management that all transactions are
properly recorded;
- maintain books and records that accurately and fairly reflect the Company's transactions;
- prohibit the establishment of any undisclosed or unrecorded funds or assets; and
- maintain
and participate in a system of internal controls that will provide
reasonable assurances to management that material information about the
Company is made known to management, particularly during the periods in
which the Company's periodic reports are being prepared.
- Reporting and Effect of Violations
Employees
are encouraged to report, in person or in writing, any known or
suspected violations of laws, governmental regulations or this Code to
their supervisor, manager or other appropriate personnel. Any violation
or suspected violation involving an officer or director shall be
reported to the Chair of the Company's Audit Committee. Employees may
also report suspected violations through the anonymous Employee Hotline
described in the Company's Employee Handbook. The Company will not
allow any retaliation against an officer or employee who acts in good
faith in reporting any such violation.
The Company's senior
management or Audit Committee will investigate any reported violations
and will oversee an appropriate response, including corrective action
and preventative measures. Employees and officers who violate any laws,
governmental regulations or this Code will face appropriate, case
specific disciplinary action, which may include demotion or discharge.
- Waivers
The
provisions of this Code may be waived for officers and directors only
by a resolution of the Company's Board of Directors. Any change in or
waiver of this Code may be subject to public disclosure as required by
applicable laws and regulations and the listing standards of the New
York Stock Exchange.
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