OF INTEREST AND SELF-DEALING
Knight Ridder requires that employees act in good
faith and in the best interests of the Company.
No Knight Ridder employee should become involved
in any situation where he or she might profit or benefit as a result of any
relationship or act that is not in the best interests of Knight Ridder. An employee should never represent the Company
in any transaction in which he or she has any interest – direct or indirect
– or from which he or she may benefit personally, unless such interest has
first been disclosed, in writing, to and approved, in writing, by the
An employee's position with Knight Ridder should
not be used to influence or gain favor from public officials or others –
including suppliers and advertisers – or otherwise for personal benefit.
Similarly, Knight Ridder employees may not use
their employment with the Company as leverage to gain favors from
employees, customers, news sources, suppliers or advertisers.
In short, every employee should take care at all times to avoid placing
himself or herself in a position where even the appearance of a conflict of
interest might exist. Employees' conduct must consistently reflect Knight Ridder's commitment to impartiality and fairness in
every aspect of its operations.
The following examples illustrate conduct that would constitute a violation
of Company policy:
Accepting a personal reward from a supplier or
provider of services in exchange for the award of Company business;
Having a direct or indirect financial interest (other
than ownership of stock in broadly owned, publicly traded companies) in a
company that supplies goods and services to Knight Ridder;
Using the employee's connection with the Company to
receive special consideration from authorities such as the police;
Writing a personal letter of complaint on Company
Using the employee's position with the Company to
obtain, for personal purposes, information that is not available to the
Taking Company property or facilities for personal use
or requiring employees of the Company to perform services for your personal
Creating, starting, or participating in any way in an
outside business that would have a detrimental impact on the ethics,
impartiality or credibility of our newspapers.
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Knight Ridder employees are expected to avoid any
outside interest that might conflict with their loyalty to Knight Ridder or their commitment to its values. They should
neither invest in competitors' businesses nor act on behalf of competitors.
Investments in stocks of broadly owned, publicly traded companies that
compete with the Company are permissible if they are not so significant as
to affect the employee's efforts on behalf of and loyalty to the Company.
All Knight Ridder employees, officers and
directors should endeavor to deal with the Company's customers, suppliers,
competitors, business partners and employees fairly and with integrity. The
Company seeks to compete fairly and honestly, seeking competitive
advantages through superior performance and never through unethical or
illegal business practices. No Knight Ridder
employee, officer or director should take unfair advantage of any customer,
supplier, competitor, business partner or employee through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other intentional unfair-dealing practice.
Business-related gifts or free services beyond ordinary business practice
may not be accepted. Gifts or sample products that are of token or
insignificant value may be accepted if returning them would be awkward.
Gifts beyond this level should be promptly returned with a courteous note
explaining the Company's policy.
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Employment and Business Directorships
Many Knight Ridder operating units specifically
prohibit outside employment, part-time or otherwise. Where there is no such
policy, care and good judgment must be used in accepting outside employment
to assure that the employment does not conflict with, or affect the
performance of, an employee's responsibilities at Knight Ridder. If an employee has any question about the
propriety of outside employment, the employee should discuss the matter
with his or her supervisor.
Knight Ridder employees may not make use of
Company information while employed outside of the Company. Outside
employment should also be avoided where it could be interpreted as an
endorsement by Knight Ridder of the product,
service or company in question, or where the nature of the outside
employment could discredit Knight Ridder.
It is the Company's long-standing policy that none of its employees may
serve on corporate boards or committees except for appropriate civic,
educational and cultural organizations. The goal of this policy is to avoid
not only actual conflicts of interest, but also situations that might raise
questions about our credibility, impartiality or integrity. However,
subject to the advance approval of the Company's Chief Executive Officer,
senior executives of Knight-Ridder, Inc. may serve as directors of (a)
companies in which the Company has a significant financial investment,
and/or (b) no more than one outside company in which the Company does not
have a financial interest. In addition, the Company's Chief Executive
Officer may serve as a director of (i) companies
in which the Company has a significant financial investment and (ii)
subject to the approval of the Board of Directors, no more than one outside
company in which the Company does not have a financial interest.
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Knight Ridder employees, as private individuals,
are free to contribute to and work for political parties, causes or
candidates and to participate in debate on issues of the day. But it is
very important to avoid situations that might raise a perception of bias in
the context of newspapers' or other news-gathering units' responsibilities
to report and comment upon such activities. This sensitivity is most
obvious, of course, in the case of news and editorial employees and those
with responsibility for those functions within a newspaper or other news
organization. More specific guidelines to appropriate conduct may be
helpful but are best left to individual newspapers and news organizations
and all Knight Ridder newspapers are urged to
have written policies which complement this Code.
Political contributions by corporations are regulated by state and federal
laws, and in some cases are prohibited. In no case may an employee's
personal contribution be represented as a Company endorsement.
As a matter of policy (as well as law in many circumstances), neither
Knight Ridder nor its operating units make
contributions to political parties or candidates. Financial support by
Knight Ridder or any of its companies for ballot
issues – to adopt or amend laws and regulations – requires the approval in
advance of the Knight Ridder Board of Directors.
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INFORMATION/TRANSACTIONS IN KNIGHT RIDDER SECURITIES
Employees are encouraged to invest in Knight Ridder
stock. From time to time, however, employees may have important information
about the Company that has not been disclosed to the public. All such
information must be treated as confidential, may not be used in an attempt
to profit personally and may not be disclosed to family members, friends or
others outside of the Company. In particular, neither employees nor their
family members or friends may use such confidential information as a basis
for trading in Company stock. Should an employee have any doubt as to the
propriety of buying or selling Company shares, he or she must not hesitate
to ask a supervisor or a member of senior management for guidance.
Similarly, non-public information concerning other businesses, to which an
employee may have access as a result of his or her connection with Knight Ridder, must also be treated as confidential and may
not be used for personal gain. Non-public information entrusted to
employees, officers and directors by the Company or customers of the
Company that might be of use to competitors or otherwise harmful to the
Company or its customers, if disclosed, should also be maintained in
confidence and not disclosed to anyone who does not need to know it to
conduct the Company's business, except when such disclosure is authorized
or otherwise mandated by law.
Knight Ridder officers and employees who are
"insiders" under the securities laws are subject to more
stringent rules in connection with trading in Knight Ridder
securities. These rules are dealt with in a separate memorandum on insider
It is important to keep in mind that unauthorized disclosure of sensitive
non-public information to third parties – even to family and friends –
could be harmful to Knight Ridder and subject the
employee who made the disclosure to personal liability if the third party
were to act on the information or pass it on.
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Knight Ridder insists that all its business be
conducted in full compliance with all applicable laws. Federal, state and
non-U.S. antitrust laws merit particular attention, given the highly
competitive circumstances in which many of our companies operate. We must
be careful that in the heat of competition, we do not blur the boundaries
of what may or may not constitute lawful competitive practice. Employees
must remain alert to the potential sensitivity of such situations. When in
doubt, the employee's supervisor or other member of senior management
should be consulted for guidance with legal issues reviewed by the
Company's General Counsel.
All of us are subject to laws that govern our business, financial and
personal conduct – such as tax laws and rules governing trading in
securities – that don't directly affect Knight Ridder.
However, our compliance with the spirit, as well as the letter of those
laws, can affect how we perform our Knight Ridder
duties and certainly can reflect on Knight Ridder.
All Knight Ridder employees are expected to
comply fully with all applicable laws.
Knight Ridder is pledged to promote equal
employment opportunity, diversity and pluralism in all of its operations.
It is our policy not to discriminate or retaliate against any employee or
applicant for employment because of race, color, religion, sex, sexual
orientation, age, national origin or disability, and to comply fully with
all laws prohibiting discrimination and sexual harassment and promoting
opportunity and advancement in employment.
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OF ENVIRONMENT AND EMPLOYEE SAFETY
Knight Ridder is deeply committed to the
environmental soundness and safety of its operations. In keeping with our
commitment, we will continue to:
Pursue efforts, including new technologies, to reduce
even further our potential for generating hazardous wastes;
Closely supervise the handling, storage and disposal
of all hazardous materials at our operations in full compliance with
federal, state and local environmental regulations;
Ensure compliance with all applicable regulations
regarding air quality and wastewater discharge;
Promote environmentally sound products, through
efforts such as newsprint recycling, waste ink reclamation, community
newspaper recycling and similar endeavors;
Encourage employees to report any improper handling of
hazardous substances to supervisors or Company officers;
Provide a safe working environment for all of our
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OF ILLEGAL DRUGS
Knight Ridder is committed to the principle of a
drug-free workplace; it will not tolerate substance abuse in the workplace.
For the protection of our employees, our customers and the public, we seek
to avoid hiring those whose lifestyle includes the use of illegal drugs.
ASSETS AND RECORDS
Strict propriety must be observed in any transaction involving the use,
handling or accounting of Company funds. It is imperative that:
Accounting records be maintained and reports be
prepared in accordance with generally accepted accounting principles;
An adequate system of internal controls be maintained;
Accounting entries truly reflect the transactions that
All assets of the Company, including bank accounts in
which Company cash is on deposit, be recorded on the regular books of the
All assets of the Company be treated with the same
respect and diligence as personal assets and that employees be alert to
opportunities for cost effective use of our assets;
Full cooperation be given to internal and external
Senior management be
immediately advised of any matters that might be considered sensitive to
preserving the Company's reputation.
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In order to preserve and nurture the credibility of our newspapers, we must
avoid conflicts of interest and involvement in activities that may
undermine the credibility, integrity and ethics of our businesses. This
standard impacts not only our workplace conduct but our private lives as
well. Although we believe in keeping your private life private, there are
times where our private lives impact or may impact our business.
Should you decide to embark in any of the following, please obtain the
prior written approval of your department manager before getting involved:
Outside business, whether for profit or non-profit;
Membership in advocacy groups;
Campaigning for political candidates, public election
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WITH ETHICS CODE
Any waiver of this Code for executive officers or directors may be made
only by the board (and not any committee of the board) and must be promptly
disclosed to the Company's shareholders in the manner required by law or
the rules or requirements of any stock exchange or trading system on which
the Company's shares are listed or traded.