It is the general policy of the Company to conduct its business activities and transactions with the highest level of integrity and ethical standards and in accordance with all applicable laws. In carrying out this policy, the Company has adopted the following Code of Business Conduct and Ethics (the “Code”). In addition to being bound by any other codes, policies and procedures of the Company, all of the employees of the Company are subject to the following additional specific policies contained in this Code.
This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees, officers and directors of the Company and its subsidiaries. Those persons designated as the Company’s senior financial officers in the Code of Ethics for Senior Financial Officers shall also be required to comply with the provisions thereof. All such persons must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. Those who violate the standards in this Code or who fail to cooperate with management directions given to effect compliance with this Code may be subject to disciplinary action, possibly including termination of employment. If you have any questions regarding this Code, you should address these questions to your supervisor or to the Chief Financial Officer or General Counsel of the Company.
Company policy requires that our business activities comply with both the letter and the spirit of all applicable laws, rules and regulations. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.
If you come into possession of non-public information regarding the Company or any other securities as to which you receive information not available to investors generally, you must safeguard the information from the public and not intentionally or inadvertently communicate it to any person (including family members and friends) unless the person has a need to know the information for legitimate, Company-related reasons. This duty of confidentiality is important both as to the Company’s competitive position and with respect to the securities laws applicable to the Company as a public company. Confidential information cannot be disclosed by you or any other employee to any third party unless the third party has signed a nondisclosure agreement approved by the Company’s management, and should be divulged only to persons having a need to know the information in order to carry out their job responsibilities. Further you may not use any confidential information other than for legitimate, Company-related reasons. You must also abide by any specific agreements, such as an Employee Confidentiality and Inventions Agreement and Company policies regarding confidentiality between you and the Company.
Consistent with the foregoing, you should be discreet with respect to confidential information about the Company or any other securities as to which you receive information not available to investors generally and not discuss it in public places.
Confidential information related to the Company or any other securities as to which you receive information not available to investors generally can include a variety of materials and information regarding the ongoing operations and plans of the Company, and also includes information that customers, partners or vendors have provided to us. For example, confidential information can include facility or product development plans, patents, significant new contracts, information regarding the financial health and performance of the Company, salary and personnel information, plans regarding significant acquisitions or divestitures, plans to raise additional capital and marketing and sales plans.
A “conflict of interest” arises when a person’s loyalties or actions are divided between the interests of the Company and those of another, such as a competitor, supplier or customer, or personal business. A conflict of interest can arise when an employee takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. A conflict of interest may also arise when an individual, or a member of his or her family, receives an improper personal benefit as a result of his or her position in, or relationship with, the Company. Breach of confidentiality obligations can also give rise to a conflict of interest. Moreover, the appearance of a conflict of interest alone can adversely affect the Company and its relations with customers, suppliers and employees.
You are expected to use good judgment, to adhere to high ethical standards and to avoid situations that create an actual or potential conflict of interest. It is almost always a conflict of interest for employees to work simultaneously for a competitor, customer or supplier.
A conflict of interest can also arise with respect to employment of relatives and persons with close personal relationships. If you or someone with whom you have a close relationship (e.g., a family member or close companion) has a financial or employment relationship with an actual or potential competitor, supplier or customer, you must disclose this fact in writing to the Chief Financial Officer or General Counsel of the Company. The Company may take any action that it deems necessary in its sole discretion to avoid or remedy an actual, prospective or perceived conflict of interest, including a reassignment of some or all of your duties or change of your position.
A conflict of interest may not always be clear; therefore, you should consult with higher levels of management if you have any questions. If you become aware of a conflict or a potential conflict, you should bring it to the attention of the Chief Financial Officer or General Counsel of the Company.
You must not take for yourself personal opportunities that are discovered through the use of Company property or confidential information or your position with the Company without the consent of the Board of Directors or its designees. You may not use corporate property, information, or your position for improper personal gain, and you may not compete with the Company directly or indirectly while employed by the Company. You owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Although the prosperity of our Company depends on our ability to outperform our competitors, the Company is committed to achieving success by fair and ethical means. The Company seeks to maintain a reputation for honesty and fair dealing among our competitors and the public alike. In light of this aim, dishonest, unethical or illegal business practices are prohibited. An exhaustive list of unethical practices cannot be provided. Instead, the Company relies on the judgment of each individual to avoid such practices. Furthermore, you should endeavor to deal fairly with the Company’s customers, suppliers, competitors and other employees. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair business practice.
The Company strives to provide a safe and healthy work environment. All employees have a responsibility for maintaining a safe and healthy workplace for all other employees by following the Company’s safety and health rules, policies, and practices and reporting accidents, injuries and unsafe equipment, practices, or conditions.
You are not permitted to use, share, or disseminate confidential information for stock trading purposes or for any other purpose except the conduct of our business. To use confidential information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. You are expected to comply with the Company’s Insider Trading and Communications Policy.
No secret or unrecorded fund of Company assets or cash shall be established or maintained for any purpose. Anyone spending or obligating Company funds should be certain that the transaction is properly and appropriately documented and that the Company receives appropriate value in return.
You should endeavor to protect the Company’s assets and ensure its efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported to the Chief Financial Officer or General Counsel of the Company for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. If you use a business expense account, expenses to be reimbursed must be documented and recorded accurately. If you are not sure whether an expense is appropriate, ask your supervisor.
All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. All Company business data, records and reports must be prepared truthfully and accurately. The Company’s business records must be maintained for the periods specified in the Company’s applicable record retention policies.
Employees who contribute to or prepare the Company’s financial statements, public filings, submissions or communications should do so in accordance with the following guidelines:
Business records and communications often become public, and you should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports.