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Investor Center — Corporate Governance |
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BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics 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 of the Company. All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company's agents and representatives, including directors and outside consultants. All references to employees in this Code of Business Conduct and Ethics include all employees and officers of the Company. If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should contact the Company's general counsel. Those who violate the standards in this Code will be subject to disciplinary action that may include dismissal from the Company. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 13 of this Code. The Company recognizes the dignity of each employee, respects each employee, provides compensation and benefits that are competitive, promotes self development through training that broadens work related skills and values different perspectives and ideas. 1. Compliance with Laws, Rules and Regulations Obeying the letter and in spirit of the law is the foundation on which The Company's ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. 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. The Company provides all necessary information to you to promote compliance with laws, rules and regulations, including insider-trading laws. 2. Conflicts of Interest A 'conflict of interest" exists when a person's private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to employees and their family members may create conflicts of interest. It is almost always a conflict of interest for a Company employee to work (other than in his or her capacity as a Company employee) simultaneously for a competitor, client or supplier. You are not allowed to work for a competitor, or as a consultant or board member of a competitor. The best policy is to avoid any direct or indirect outside business connection with our clients, suppliers or competitors, except on our behalf in the normal course of business. Conflicts of interest are prohibited as a matter of Company policy. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with The Company's human resources manager or general counsel. Any employee or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, or consult the procedures described in Section 13 of this Code. 3. Insider Trading Employees, directors and outside consultants who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about The Company or its customers should be considered confidential information. To use non-public 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. If you have any questions, please consult the Company's general counsel. 4. Corporate Opportunities Employees and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. 5. Competition and Fair Dealing; Gifts We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice. The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with clients. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any laws or regulations (6) would not embarrass the Company or employee if it were to become known by others. Please discuss with your supervisor or partner any gifts or proposed gifts that you are not certain are appropriate. 6. Health and Safety The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. 7. Record-Keeping The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. Our employees use the Company's time and expense reporting system to record reimbursable business expenses. These must be documented and recorded accurately. If you are not sure whether a certain expense is proper and reimbursable, ask your supervisor. Rules and guidelines are available from the accounting department. 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. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation. Business records and communications often become public, and we 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. Records should always be retained or destroyed according to the Company's record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the Company's general counsel. 8. Protection and Proper Use of Company Assets All employees should endeavor to protect The Company's assets and ensure their 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 for investigation. Company equipment should not be used for non-Company business. The obligation of employees to protect the Company's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and all proprietary ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate The Company's policy. It could also be illegal and result in civil or even criminal penalties. 9. Payments to Government Personnel Both the U.S. and Canada have enacted Foreign Corrupt Practices legislation. Both Countries seek through this legislation to prohibit giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country. In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate The Company's policy, but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company's general counsel can provide guidance to you in this area. 10. Child Labor The Company does not and will not employ child labor. The Company defines a child as anyone under the age of sixteen. If local law is more restrictive than Company policy, the Company will comply with the letter and the spirit of the local law. 11. Waivers of the Code of Business Conduct and Ethics Any waiver of this Code for executive officers or directors may be made only by the Board or a Board Committee and will be promptly disclosed as required by law or stock exchange regulation. 12. Reporting any Illegal or Unethical Behavior Employees are encouraged to talk to supervisors about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct. 13. Compliance Procedures We must all work to ensure prompt and consistent action against violations of this Code; however, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
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