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 of the Company and shall not disclose Confidential Information, except, in each case, when disclosure is specifically authorized by the Board or legally required, as determined by an appropriate legal officer of the Company. Directors shall not use Confidential Information for their own personal benefit or to benefit persons or entities outside the Company. Confidential Information means all non-public information entrusted to or obtained by a director by reason of his or her position as a director of the Company. It includes, but is not limited to, the following:
- information that might be of use to competitors or harmful to the Company or its present or former customers, suppliers or strategic or joint venture partners if disclosed;
- information concerning the Company’s financial condition, financial and business forecasts, prospects and plans, personnel, technologies, competitive bids, marketing and sales programs and research and development programs;
- information concerning possible transactions with other companies;
- information about the Company’s present or former customers, suppliers or strategic or joint venture partners;
- information that the Company’s present or former customers, suppliers or strategic or joint venture partners have entrusted to the Company and all other information which the Company is under an obligation to maintain as confidential; and
- information concerning discussions or deliberations relating to business issues and decisions, between and among employees, officers and/or directors, including a director’s opinions or comments made during Board or Board committee deliberations and discussions and the content, tone and direction of such deliberations and discussions.
Directors are expected to take all appropriate steps to minimize the risk of disclosure of Confidential Information entrusted to or obtained by them. The obligation to preserve, and not disclose, Confidential Information continues even after a director’s term with the Company ends. All contacts with media organizations shall be handled through the Company’s media office.
4. Compliance with Laws, Rules, and Regulations
Directors shall comply with all applicable laws, rules, and regulations, including insider-trading laws.
In addition to being illegal and unethical, it is a violation of Board policy for a director to buy or sell stock or other securities while in possession of “material nonpublic information”. This is true for Company stock or other securities, as well as stock or other securities of suppliers, customers, competitors, venture partners, acquisition candidates, or other companies about which a director may possess material nonpublic information. To help assure compliance with applicable laws relating to the trading of Company securities, all transactions in Company securities by directors must be approved in advance by the General Counsel or the Corporate Secretary. Additionally, to help protect against inadvertent insider trading violations, directors may only trade in Company securities during specified “window periods” as communicated to the directors by the Corporate Secretary. At any time, even during a “window period”, that a director has knowledge of material nonpublic information relating to the Company or any other corporation, the director may not buy or sell the securities of that corporation. Equally important, the information must be safeguarded and not intentionally or inadvertently communicated to any person unless the person needs to know the information for legitimate, Company-related reasons. Any director who is uncertain about the requirements regarding the purchase or sale of any Company securities or any securities of issuers that he or she is familiar with by virtue of his or her position on the Board should consult with the General Counsel or Corporate Secretary before making any such purchase or sale.
In addition, directors should not hold Company securities in a margin account or pledge Company securities as collateral for a loan; purchase or sell options on Company stock; engage in short sales with respect to Company stock; or trade in puts, calls, straddles, equity swaps, or other derivative securities that are directly linked to Company stock.
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 involved 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.