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.
- 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
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
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.
- 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.
- Compliance with Laws, Rules, and Regulations; Fair
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.
- 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
- Encouraging the Reporting of Any Illegal or Unethical
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.
- 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.