Directors
Director's Code of Business Conduct and Ethics
INTRODUCTION
The directors of the Company adopt this Code of Business Conduct and Ethics (the “Directors’ Code”) to assist directors in fulfilling their duties to the Company.
CORPORATE BUSINESS OPPORTUNITIES
Directors are prohibited from taking for themselves personally opportunities that are discovered through the use of Company property, information or position without the consent of the Board of Directors. No director may use Company property, information or position for improper personal gain, and no director may compete with the Company. Directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
RELATED PERSON TRANSACTIONS; CONFLICTS OF INTEREST
Directors are expected to dedicate their best efforts to advancing the Company's interests and to make decisions that affect the Company based on the Company's best interests and independent of outside influences.
A conflict of interest occurs when one’s private interests interfere in any way, or even appear to interfere, with the interests of the Company. A conflict situation can arise when a director takes actions or has interests that make it difficult to perform his or her duties for the Company objectively and effectively. A director’s obligation to conduct the Company's business in an honest and ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and business relationships.
Following are some common examples that illustrate actual or potential conflicts of interest:
- Owning an interest in a company that competes with or does business with the Company;
- Participating in a joint venture, partnership or other business arrangement with the Company; and
- Employment with or serving as a director of a competitor, customer or supplier of the Company.
Some transactions involving the Company and a director (or an immediate family member of the director) may constitute “related person transactions” subject to the Company’s policies and procedures with respect to related person transactions. Each director will comply with those policies and procedures.
A director who has an actual or potential conflict of interest not involving a related person transaction must disclose to the Director Affairs Committee (1) the existence and nature of the actual or potential conflict of interest and (2) all facts known to him or her regarding the actual or potential conflict of interest that may be material to a judgment about whether to proceed. The director may proceed only after receiving approval from a majority of the disinterested members of the Board of Directors.
COMPANY PROPERTY
Directors have a responsibility to safeguard and properly use Company assets and resources, as well as assets of other organizations that have been entrusted to the Company. Except as specifically authorized, Company assets, including Company equipment, materials, resources and proprietary information, must be used for Company business purposes only.
CONFIDENTIAL INFORMATION
Directors shall maintain the confidentiality of information entrusted to them by the Company, except where disclosure is authorized or legally mandated. The Company’s confidential and proprietary information shall not be used for the personal gain or advantage of the director or anyone other than the Company.
FAIR DEALING
Directors should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees and should never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
COMPLIANCE WITH LAWS AND REGULATIONS
The Company is committed to compliance with those laws, regulations and rules that govern the conduct of our business.
Securities Laws
Directors shall promote compliance with Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in all other public communications made by the Company.
Insider Trading
Directors are prohibited by Company policy and the law from buying or selling securities of the Company when in possession of material nonpublic information. There is, however, an exception for trades made pursuant to a pre-existing trading plan. Passing such information on to someone who may buy or sell securities (tipping) is also illegal. The prohibition applies to Company securities and to securities of other companies if a director learns material nonpublic information about other companies, such as the Company’s customers or suppliers, in the course of his or her duties for the Company. Directors are subject to additional requirements relating to reporting and effecting transactions in Company securities. For further information, consult the memorandum entitled “Directors and Executive Officers Duties under Federal Securities Laws.”
NONCOMPLIANCE
Suspected violations of this Code must be reported to the Chairman of the Board or the Chairman of the Director Affairs Committee. All reported violations will be appropriately investigated. Directors who violate this Code may be subject to sanctions, up to and including a request to resign as director or the Board’s seeking removal of the director, where permitted by applicable law.
Any waiver of this Directors’ Code must be approved by the Director Affairs Committee of the Board of Directors and publicly disclosed as required by law or regulation.
NO RIGHTS CREATED
This Directors' Code sets forth guidelines for conduct for the Board of Directors. It is not intended to and does not create any rights in any director, officer, employee, client, supplier, competitor, shareholder or any other person or entity.