The Board of Directors has adopted the following Code of Conduct for directors of the Company. The Code is intended to help foster the highest ethical standards, integrity, and accountability; focus the Board and each director on areas of potential ethical risk and conflicts of interest; provide guidance to directors to help them recognize and deal with ethical issues; and establish reporting mechanisms.
No code or policy can anticipate every situation that may arise. The Code is intended to serve as a source of guiding principles for directors. Directors are encouraged to bring questions about particular circumstances that may bear on one or more of the provisions of this Code to the attention of the Chairman of the Corporate Governance and Nominating Committee, who may consult with inside or outside legal counsel as appropriate.
1. Conflict of Interest
Directors shall avoid conflicts of interest with the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company shall be disclosed promptly to the Chairman of the Board and the Chairman of the Corporate Governance and Nominating Committee.
A conflict of interest occurs when a director's personal interest interferes in any way, or appears to interfere, with the interest of the Company as a whole. Conflicts of interest also arise when a director or a member of his or her immediate family receives improper personal benefits as a result of his or her position as a director of the Company.
Potential conflicts which directors should avoid include:
- Relationship with third parties. Directors may not engage in any conduct or activities which are inconsistent with the Company's best interests or disrupt or impair the Company's relationship with any person or firm with which the Company has or proposes to enter into a business relationship. A director shall recuse himself from any Board decision involving another firm or company with which the director is affiliated.
- Gifts. Directors and members of their immediate families may not accept gifts from persons or firms who deal with the Company where the gift is being made in order to influence the director's actions as a member of the Board, or where acceptance of the gift could create the appearance of a conflict of interest.
2. Corporate Opportunities
Directors owe a duty to the Company to advance the Company's interests when the opportunity to do so arises. Directors may not: (a) take for themselves opportunities that are discovered through the use of Company property or information or through the director's position; (b) use the Company's property or information or the director's position for personal gain; or (c) compete with the Company, directly or indirectly, for business opportunities that the Company is pursuing.
Directors shall maintain the confidentiality of information entrusted to them by the Company and any other confidential information that comes to them from whatever source in their capacity as a director, except when disclosure is authorized or legally required. Confidential information includes all non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed.
Confidential information about the Company, including information that can be expected to have an impact on the market for the Company's stock may be released only in accordance with Company guidelines and United States securities laws. Contacts with media organizations should be handled through the Company's media office.
4. Compliance with Laws, Rules, and Regulations; Fair Dealing
Directors shall comply with all applicable laws, rules, and regulations, including insider-trading laws.
Directors shall ensure that the Company has policies in place that require fair dealing with the Company's customers, suppliers, competitors, and provide that employees and officers shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practices.
5. Protection and Proper Use of Company Assets
Directors shall protect the Company's assets and ensure their efficient use. All Company assets shall be used for legitimate business purposes.
6. Encouraging the Reporting of Any Illegal or Unethical Behavior
Directors should promote ethical behavior and provide oversight to ensure that the Company (a) encourages employees to talk to supervisors, managers, and other appropriate personnel when in doubt about the best course of action in a particular situation and to report violations of laws, rules, regulations, or the Company Code of Conduct to appropriate personnel; and (b) informs employees that the Company will not permit retaliation for such reports made in good faith.
7. Compliance with the Code
Directors should communicate any potential concerns regarding the application of provisions of the Code promptly to the Chairman of the Corporate Governance and Nominating Committee for review by the Board or by a person or persons designated by the Board. If a significant matter exists and cannot be resolved, the director should resign.
Any waiver of this Code may be made only by the Board of Directors and must be disclosed promptly to shareholders in accordance with New York Stock Exchange rules.