Governance - Code of Business Conduct
1. Compliance with Laws, Rules and Regulations
The Company will transact its business in compliance with all applicable laws, rules, and regulations.
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. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors or the Audit Committee.
3. Outside Directorships and Other Outside Activities
You are expected to devote your full attention to the Company's business interests, and may not accept an additional job without supervisory approval. Although activities outside the Company are not necessarily a conflict of interest, a conflict could arise depending upon your position within the Company and the Company's relationship with the outside activity. Outside activities may also be a conflict of interest if they cause you, or are perceived to cause you, to choose between that interest and the interests of the Company. The Company recognizes that the guidelines in this Section 3 are not applicable to directors who do not also serve in management positions within the Company ("Outside Directors").
You may not serve as a director of any outside business organization unless such service is specifically approved by senior management. There are a number of factors and criteria that the Company will use in determining whether to approve an outside business directorship. For example, directorships in outside companies are subject to certain legal limitations. Directorships in outside companies should also satisfy a number of business considerations, including (1) furthering the interests of the Company and (2) not detracting in any material way from your ability to fulfill your commitments to the Company. The Company will also take into consideration the time commitment and potential personal liabilities and responsibilities associated with the outside directorship in evaluating requests.
Other Outside Activities
The Company recognizes and appreciates the fact that you may engage in community service in the local community and may engage in a variety of charitable activities. You must ensure that your outside activities, even charitable or pro bono activities, do not constitute a conflict of interest or are otherwise inconsistent with employment by the Company.
4. Gifts and Entertainment
The purpose of business gifts and entertainment in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should be offered, given, provided or accepted by you or your family member unless it: (1) is consistent with customary business practices; (2) is not excessive in value; (3) cannot be construed as a bribe or payoff; and (4) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts unless you are certain they are appropriate.
5. Customer, Vendor and Other Business Relationships
The Company's policy is to select suppliers in an impartial manner on the basis of quality, suitability, price, and terms and conditions of the contract. In most cases, significant suppliers will be selected through a competitive bid process administered by the Company's Procurement Department. You should not do anything that could imply the selection of a supplier on any basis other than the best interests of the Company, and you should not do anything that could give one supplier an improper advantage over others.
6. Insider Trading
There are instances where you may have information about another company with which the Company does business, which is not known to the investing public. Such inside information may relate to, among other things: plans; new products or processes; mergers, acquisitions or dispositions of businesses or securities; problems facing a company with which the Company does business; sales; profitability; negotiations relating to significant contracts or business relationships; significant litigation; or financial information. If the information is such that a reasonable investor would consider the information important in reaching an investment decision, then it is considered to be material non-public information.
7. Corporate Opportunities and Use of Company Assets
You owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. You are prohibited (without the consent of the Board of Directors or an appropriate committee thereof) from (1) taking for yourself personal opportunities that are discovered through the use of corporate property, information or your position; (2) using corporate property, information or your position for personal gain; and (3) competing with the Company directly or indirectly.
8. Antitrust, Competition and Fair Dealing
The Company believes that the welfare of consumers is best served by economic competition. Its policy is to compete vigorously, aggressively and successfully in today's increasingly competitive business climate and to do so in compliance with all applicable antitrust, competition, and fair dealing laws. You may not enter into an agreement or understanding with any competitor concerning prices, discounts, other terms or conditions of sale, profits or profit margins, costs, allocation of product or geographic markets, allocation of customers, limitations on production, boycotts of customers or suppliers, or bids or the intent to bid. Because these laws are complex and can vary from one jurisdiction to another, you should seek advice from the Law Department when questions arise.
9. Discrimination and Harassment
The Company is committed to providing equal employment opportunities to all individuals and will not tolerate illegal discrimination or harassment of any kind. You will be treated with respect and consideration by the Company and must treat others in the same manner. It is also the responsibility of every Company employee to adhere to the policies and procedures with respect to discrimination and harassment set forth in the Company's Harassment-Free Workplace Policy, Civil Treatment and Equal Employment Opportunity Policy.
10. Health and Safety
The Company strives to provide a safe and healthy work environment. You must follow safety and health rules and practices and report accidents, injuries, and unsafe equipment, practices, or conditions. If you encounter any unsafe condition, please report it to your supervisor or the Human Resources Department immediately. For more information, see the Safety and Security Policy.
11. Record-Keeping and Retention; Financial Reporting
Many persons within the Company record or prepare some type of information during their workday, such as time cards, financial reports, accounting records, business plans, environmental reports, injury and accident reports, expense reports, etc. Many people, both within and outside the Company, depend upon these reports to be accurate and truthful for a variety of reasons. These people include employees, governmental agencies, auditors and the communities in which the Company operates. Also, the Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. The Company maintains the highest commitment to recording information accurately and truthfully.
Much of the Company's business information is confidential or proprietary. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company, its customers, or its business partners if disclosed. You must maintain the confidentiality of confidential information entrusted to you by the Company, except when disclosure is authorized by the Law Department or required by laws or regulations. The obligation to preserve confidential information continues even after termination of employment with the Company.
13. Proprietary Information
The Company depends on intellectual property, such as trade secrets, databases, records, salary information and any unpublished financial data and reports, for its continued vitality. If the Company's intellectual property is not protected, it becomes available to other companies that have not made the significant investment that the Company has made to produce this property and thus gives away some of its competitive advantage. All of the rules stated above with respect to confidential information apply equally to proprietary information. It is your responsibility to help protect the Company's intellectual property.
14. Fraud Policy
You have a responsibility for reporting any known or suspected incident of fraud, theft, embezzlement, or other wrongdoing involving the Company, an employee, or a business partner. You should immediately report such incidents to Corporate Security or the Human Resources Department for investigation. For more information, see the complete Fraud Policy.
15. Illegal Payments; Anti-Money Laundering Compliance; Relationships with Government Officials
Improper payments, whether illegal political contributions, bribery of domestic or foreign officials, or similar acts, are against the law and contrary to the policy of the Company, and funds and resources of the Company shall not be used directly or indirectly for such purposes.
16. Political Contributions; Lobbying
Election laws in many jurisdictions generally prohibit political contributions by corporations to candidates. Many local laws also prohibit corporate contributions to local political campaigns. In accordance with these laws, the Company does not make direct contributions to any candidates for federal, state or local offices where applicable laws make such contributions illegal. Contributions to political campaigns must not be, or appear to be, made with or reimbursed by Company funds or resources. Company funds and resources include (but are not limited to) Company facilities, office supplies, letterhead, telephones and fax machines.
17. Communications with the Media
If you receive inquiries or calls from the press and financial analysts, you are to refer them to the Company's media relations or investor relations contacts. If a misunderstanding is thought to have occurred through unclear communications, this is to be corrected promptly. Honesty, integrity and openness are the foundation of good business practices and aid the promotion of trust and lasting business relationships.
18. Public Statements and Product Endorsements
Any employee publication or publicly made statement that might be perceived or construed as attributable to the Company must be reviewed and approved in writing in advance by the Company's media relations staff and must include the Company's standard disclaimer that the publication or statement represents the views of the specific author and not of the Company. For more information, see the Company's Product Endorsements and Commercial Photographs, Filming and Videotaping Policy.
19. Waivers of the Code of Business Conduct
Any change in or waiver of this Code for executive officers or directors may be made only by the Board or the Audit Committee and will be promptly disclosed as required by law or stock exchange regulation.
20. Failure to Comply
No Code can address all specific situations. It is, therefore, the responsibility of each Covered Person to apply the principles set forth in this Code in a responsible fashion and with the exercise of good judgment and common sense. If something seems unethical or improper, it likely is. Any employee who is unsure of what to do in any situation should seek guidance before acting.
21. Reporting Illegal or Unethical Behavior; Compliance Procedures
You are expected to conduct yourself in a manner appropriate for the work environment, and are also expected to be sensitive to and respectful of the concerns, values and preferences of others. You are encouraged to promptly report any practices or actions that you believe to be inappropriate.
Also, as discussed in the Introduction to this Code, employees should know that if they report in good faith what they suspect to be illegal or unethical activities, they should not be concerned about retaliation from others. Any employees involved in retaliation will be subject to disciplinary action by the Company. Furthermore, the Company may have liability if it retaliates against employees who "blow the whistle" on federal and/or state offenses.