This Code of
Business Conduct and Ethics of Partners Trust Financial Group, Inc. and all
its related entities and affiliates (the “Company”) covers a wide range of
business practices and procedures. It does not cover every issue that may
arise, but it sets out policies to guide all employees, officers and
directors of the Company. All of the Company’s employees, officers and
directors must conduct themselves according to these policies and seek to
avoid even the appearance of improper behavior.
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 ask your
manager, the Senior Vice President of Human Resources, or the Vice
President of Audit how to handle the situation.
Those who violate
the policies in this Code will be subject to disciplinary action, up to and
including a discharge from the Company and, where appropriate, civil
liability and criminal prosecution. If you are in a situation that you
believe may violate or lead to a violation of this Code, follow the
policies described in Sections 18 and 19 of this Code.
2. GENERAL PRINCIPLES
general principles should be adhered to by all Company employees, officers
and directors at all times:
1. Always act with the
highest standards of personal and professional integrity: do not tolerate
others who attempt to deceive, or evade responsibility for actions.
2. Keep the Company’s
stockholders’ best interests in mind at all times: do nothing that you feel
would compromise those best interests.
3. Consider the legacy
of your actions and the Company’s: the Company’s good name and reputation
is a key asset and you must conduct yourself at all times to enhance the
value of that asset.
4. Do nothing, and
tolerate nothing, that bothers your conscience, however trivial.
5. Do not allow the
pressure of others, or the pressure of meeting the expectations of others,
to compromise your actions.
3. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Obeying the law, both
in letter and in spirit, is one of the foundations on which this Company’s
ethical policies are built. All employees, officers and directors must
respect and obey the laws of the cities, states and countries in which we
operate. Although not all employees, officers and directors are expected to
know the details of these laws, it is important to know enough to determine
when to seek advice from managers or other appropriate personnel.
4. CONFLICTS OF INTEREST
respects the rights of employees, officers and directors to manage their
personal affairs and investments and does not wish to intrude upon their
personal lives. At the same time, employees, officers and directors must
act in the best interests of the Company and avoid situations that present
a potential or actual conflict between their interests and the interests of
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 of the Company takes actions or has interests
that may make it difficult to perform his or her Company work objectively
and effectively. Conflicts of interest also arise when an employee, officer
or director or members of his or her family, receive improper personal
benefits as a result of his or her position in or with the Company. Loans
to, or guarantees of obligations of, employees, officers or directors or
their family members may also create conflicts of interest.
interest are generally prohibited as a matter of Company policy. Exceptions
may only be made after review and approval of specific or general
categories by the Board of Directors. Conflicts of interest may not always
be clear-cut, so if you have a question, you should consult with your
manager or the Company’s Senior Vice President of Human Resources or the
Vice President of Audit. Any employee, officer or director who becomes
aware of a conflict or potential conflict should bring it to the attention
of a manager, or other appropriate personnel or consult the policies
described in Section 18 and 19 of this Code.
Conflicts of Interest
Additional Part-Time Work:
It is almost
always a conflict of interest for a Company employee to work simultaneously
for a competitor, customer or supplier. The best policy is to avoid any
direct or indirect business connection with our customers, suppliers or
competitors, except on our behalf. Employees may wish to take on additional
part-time work with organizations that are not our competitors, customers
or suppliers. While such work in itself does not constitute a conflict of
interest, the second job must be strictly separated from the employee’s job
at the Company and must be approved in writing by the Company.
Outside work must not be done on Company time and must not
involve the use of Company equipment or supplies.
The employee should not attempt to sell products or services
from the outside employer to the Company or from the Company to the outside
Performance of the outside work must not interfere with or prevent
the employee from devoting the time and effort needed to fulfill the
employee’s primary duties and obligations as an employee of the Company.
Reporting to Spouse, Partner or Immediate Family:
The potential for
conflict of interest clearly exists if your immediate family member (i.e.
spouse, sibling, child, or parent) or someone with whom you have a romantic
relationship also works at the Company and is in a direct reporting
relationship to you. Employees should not directly supervise, report to, or
be in a position to influence the hiring, work assignments or evaluations
of an immediate family member or someone with whom they have a romantic
5. FEES AND HONORARIUMS
With approval by
the President, or in the case of the President, the Board of Directors,
employees are allowed to serve as a director of another company, give
lectures, conduct seminars or publish articles and books. A copy of such
approval will be filed in the employee’s personnel file.
6. INSIDER TRADING
officers and directors who have access to confidential, or non-public,
information about the Company are not permitted to use or share that
information for any purpose except the conduct of our business. In
particular, employees, officers and directors are prohibited from using or
disclosing any confidential or non-public information for stock trading
purposes. 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. You are expected to
understand and comply with the Company’s Insider Trading Policy, which
contains more detailed policies and rules relating to transactions in the
Company’s securities. If you have any questions, please consult the Company
Insider Trading Policy or the Senior Vice President – CFO immediately.
7. CORPORATE OPPORTUNITIES
officers and directors are prohibited from taking for themselves personally
opportunities that are discovered through the use of corporate property,
information or position. No employee, officer or director may use corporate
property, information, or position for improper personal gain, and no
employee, officer or director may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.
8. COMPETITION AND FAIR DEALING
We seek to
outperform our competitors 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. Our employees, officers and directors should endeavor to
respect the rights of and deal fairly with the Company’s customers,
suppliers, competitors and employees. No employee, officer or director
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 receipt or
giving of gifts or favors may be seen as an improper inducement to grant
some concession in return to the donor. We want our customers,
collaborators, vendors and suppliers to understand that their business
relationship with the Company is based totally on our respective
competitive abilities to meet business needs.
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
customers. No gift or entertainment should ever be offered, given, provided
or accepted by any Company employee, officer or director or any of their
family members 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. Unless it comports with these rules, employees, officers and
directors and their family members should not request or accept donations
or gifts from customers, collaborators, suppliers or vendors. These rules apply
at all times, and do not change during traditional gift-giving seasons. If
you have any question about whether a gift or proposed gift fits within
these criteria, you should discuss the matter with your manager.
donations from suppliers, contractors or local merchants to help pay for
Company social functions, golf tournaments or other Company events is
specifically prohibited. Solicitations of cash, merchandise or services are
not allowed because they could be perceived to create obligations in order
to keep, increase or obtain Company business.
10. EQUAL EMPLOYMENT OPPORTUNITY POLICIES
policies are designed to ensure that all employees are treated fairly and
with respect, and that employees treat others with the same respect. It is
the Company’s policy to prohibit unlawful discrimination on the basis of
race, color, religion, sex, pregnancy, age, national origin, disability,
veteran status, sexual orientation, marital status or any other factor
prohibited by law. This policy applies to all personnel actions, including
recruiting, hiring, promotions, compensation, benefits, transfers, layoffs,
The Company is
committed to providing a work environment that is free from all forms of
discrimination and conduct that can be considered harassing, coercive, or
disruptive, including sexual harassment. Actions, words, jokes, comments,
signs, epithets, slurs, pictures, posters, e-mail jokes, faxes, pranks,
intimidation, physical contact or violence based on an individual’s sex,
race, color, national origin, age, religion, disability, sexual
orientation, marital status, pregnancy, veteran status, or any other
legally protected factor will not be tolerated and is prohibited by this
policy. Harassment may include conduct which is not directed at a
particular individual, but which occurs in his or her presence.
Inappropriate material transmitted electronically by e-mail or the Internet
also constitutes prohibited harassment and will not be tolerated by the
prohibits any form of harassment of employees by managers or co-workers,
both in the workplace and off the premises, including at social activities
conducted or sponsored by the Company. Similarly, the Company will not
tolerate harassment, including sexual harassment, of its employees by
non-employees with whom Company employees have a business, service, or
is defined by federal regulations as “unwelcome sexual advances, requests
for sexual favors, and other verbal or physical conduct of a sexual nature”
“submission to such conduct is made either explicitly or
implicitly a term or condition of an individual’s employment;
submission to or rejection of such conduct by an individual is
used as the basis for employment decisions affecting such individual; or
such conduct has the purpose or effect of unreasonably
interfering with an individual’s work performance or creating an
intimidating, hostile, or offensive working environment.”
conduct that could constitute sexual harassment include, but are not
limited to: offensive and unwelcome sexual flirtations, advances,
propositions or physical contact, verbal abuse of a sexual nature,
sexually-related comments or jokes, graphic comments about an individual’s
body, sexually degrading words used to describe an individual, or the
display in the workplace of sexually suggestive objects or pictures.
If an employee believes
that he or she has been subjected to discrimination or harassment of any
type, the employee should promptly notify their manager, or the Senior Vice
President of Human Resources. Any manager who becomes aware of possible
discrimination or harassment must immediately advise the Senior Vice
President of Human Resources. All reports of discrimination, harassment or
retaliation will be investigated promptly and confidentially, to the extent
Employees are expected
to cooperate fully in the Company’s investigation of complaints. No
employee will be subject to, and it is the Company’s policy to strictly
prohibit, any form of discipline or retaliation for reporting incidents of
discrimination or harassment, cooperating in an investigation, or pursuing
any claim of discrimination or harassment. Any employee who is found to
have engaged in discrimination, unlawful harassment or retaliation will be
subject to discipline, up to and including termination.
requires honest and accurate recording and reporting of information in
order to make responsible business decisions. For example, only the true
and actual number of hours worked should be reported.
regularly use business expense accounts, which must be documented and
recorded accurately. If you are not sure whether a certain expense is
legitimate, ask your manager or the Vice President Controller. 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 and accounting
requirements and to the Company’s system of internal controls. Unrecorded
or “off the books” funds or assets should not be maintained under any
circumstances. The accurate and timely reporting of our financial results
and financial condition requires that all financial information be recorded
promptly and accurately, and that our systems for recording and reporting
that information be properly functioning and subject to regular and
thorough evaluations. While we all may not be familiar with accounting
procedure, we do need to make sure that every business record is accurate,
complete and reliable. This policy also applies to all operating reports or
records prepared for internal or external purposes. False, misleading or
incomplete information impairs the Company’s ability to make good
decisions, undermines trust in the long term, and may in some cases be
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 President and CEO, or the Senior
Executive Vice President - COO.
officers and directors of the Company, must maintain the confidentiality of
information entrusted to them by the Company or its customers, except when
disclosure is either expressly authorized by the Company or required by
law. Confidential information includes all nonpublic information, including
information that might be of use to competitors, or harmful to the Company
or its customers, if disclosed. It also includes information that suppliers
and customers have entrusted to us. The Company expects that each employee,
officer and director will preserve the Company’s confidential information
even after his or her employment or relationship with the Company ends. In
some cases, disclosure of Company confidential information, even after
termination of employment or other relationship, may result in civil
liability to the individual. All employees, officers and directors must,
upon termination of employment or relationship with the Company, return all
confidential information to the Company, including originals and copies,
whether in electronic or hard copy.
of confidential information are:
Non-public earnings reports and other financial information.
Technical information about current or planned products and/or
Employee salary and benefits data or medical information.
Procurement plans, vendor lists or purchase prices.
Cost, pricing, marketing or service strategies.
Customer account information and supplier lists.
Information related to divestitures, mergers and acquisitions.
Officers and Directors of the Company Should Adhere to the following Rules:
1. Take all reasonable
steps to preserve the confidential nature of the Company’s confidential
information. This includes an obligation to be careful about where and how
Company matters are discussed. It is inappropriate to discuss confidential
matters in the presence or within hearing range of unauthorized persons, as
in restaurants or on airplanes or other public places. Such information
should not ordinarily be discussed outside the Company because even family
and friends may inadvertently convey confidential information to others. Be
careful discussing Company confidential information while on cellular
telephones because of the potential risk of deliberate or inadvertent
eavesdropping. Never leave confidential information unattended or in public
view. Even where physically able, do not access confidential information
unless you are specifically authorized to do so, and you need to do so in
order to perform Company business.
2. Do not disclose
confidential information to other Company personnel except on a legitimate
“need to know” basis.
3. Do not disclose
confidential information to any third party, except where expressly
authorized by the Company. In some instances, it will be necessary to seek
the approval of your manager prior to disclosure, to allow for
implementation of agreements with third parties to safeguard the
confidential information from further disclosure.
4. Do not remove
confidential information from the Company’s premises, or make copies of any
material containing confidential information, except for legitimate Company
5. Do not use or
disclose any Company confidential information for personal profit, or to
the advantage of yourself or any other person.
6. Do not accept
confidential information of a third party without the express approval of
the Company. Obtaining confidential information from a third party without
adequate legal safeguards is improper and may expose the Company to legal
risks. In some circumstances, it may be necessary to enter into a written
agreement with a third-party prior to obtaining confidential information.
If such information is obtained, its confidentiality should be guarded as
would Company confidential information.
7. No prospective
employee shall be hired in order to obtain the person’s specific knowledge
of a former employer’s confidential information, nor shall any new employee
be placed in a position that would inevitably require the individual to
disclose or use a former employer’s confidential information. If you are
thinking of offering a job to an executive of a direct competitor, the
approval of the President and Chief Executive Officer of the Company is
required before any active negotiations are undertaken.
13. PROTECTION AND PROPER USE OF COMPANY ASSETS
officers and directors 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. All Company assets should be used
for legitimate business purposes only. Any suspected incident of fraud or
theft should be immediately reported for investigation. Company equipment
should not be used for non-Company business, though incidental personal use
may be permitted.
The obligation of
employees, officers and directors 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, databases, records, salary
information and any unpublished financial data and reports. Unauthorized
use or distribution of this information would violate Company policy. It
could also be illegal and result in civil or even criminal penalties. Employees,
officers and directors who have access to proprietary and confidential
information are obligated to safeguard it from unauthorized access in
accordance with the Company’s policy on confidential information (see
Section 12 of this Code).
14. USE OF NETWORKS, E-MAIL AND INTERNET SERVICES
provides to its employees access to computers, computer networks, e-mail
systems and Internet services that are provided solely to help us do our
work. Incidental and occasional personal use is permitted, so long as such
use does not interfere with the Company’s needs and operations, is not for
personal gain or for any other improper purpose, and does not otherwise
violate this policy.
not use any of the Company’s computers, computer networks, e-mail systems
or Internet services for any of the following purposes:
1. political activity;
2. solicitation or
distribution of material unrelated to the Company’s business;
pornographic or sexually explicit material;
5. accessing Internet
6. accessing material
that is derogatory or harassing to employees or others based on their sex,
pregnancy, race, color, national origin, religion, age, disability, marital
status, sexual orientation, veteran status or any other status protected by
federal, state, or local law;
7. any illegal act,
including but not limited to software piracy (i.e., use of software that is
inconsistent with its licensing agreement) and illegal duplication of
material in violation of copyright law; and
8. any other
inappropriate behavior, including but not limited to transmission of “chain
letters,” jokes, obscene remarks, defamatory remarks, anything of a
commercial nature not pertaining to the Company’s business, subscription to
e-mail lists or Internet groups that are not directly relevant to an
employee’s assigned duties.
that is stored on or has passed through the Company’s servers or other
equipment, including but not limited to all e-mails, voicemails, records of
Internet access, and documents created on any Company computer, is the
exclusive property of the Company. Employees have no right or expectation
of privacy with regard to their use of Electronic Resources or with regard
to information that is stored on Company servers, that is received,
created, sent, or accessed by the user, or to which the user is given
The Company, in
its sole discretion, may at any time without notice inspect and monitor an
employee’s use of any and all Electronic Resources, including e-mail
messages and Internet use. The Company may review an employee’s deleted
e-mail messages and the Web sites accessed by an employee. The encryption,
labeling of an e-mail or document as private, deletion of an e-mail or
document or any other such action does not diminish the Company’s rights or
ability to monitor this activity. Employees are advised that the Company
backs up the network and that messages deleted from one PC are not
necessarily deleted from the network and back-up files.
permits employees to use unique passwords to gain access to the Company’s
electronic resources. These passwords exist solely for the protection of
the Company and not for the protection of individual employees. Employees
must not disclose their login IDs or passwords to anyone, including other
employees, and must take care to prevent the unauthorized disclosure of
Employees must not
allow any person to access, in any manner, their assigned computer
equipment, unless that person is specifically authorized by the Company to
do so. Employees should not leave a workstation logged in to the network
unattended; employees must log out or lock their workstation before leaving
the work area.
Due to the
potential for security breaches, employees must not download software from
the Internet, unless prior written approval has been obtained from the
Company. Likewise, employees must exercise extreme caution in downloading
and executing any files attached to e-mail. If an attachment is not clearly
business-related and/or expected from a known source, it should not be
opened or executed and should be immediately forwarded to the Company’s
Information Technology Department. Employees should never accept
instructions from third parties to go to unknown websites.
Employees may use
software only in accordance with its licensing agreement, and without the
prior written authorization of the Company, users may not (i) install any
software on Company-owned computer equipment; (ii) install Company-owned
software on any non-Company-owned computer equipment; or (iii) provide
copies of company-owned or licensed software to anyone.
15. PAYMENTS TO GOVERNMENT PERSONNEL; POLITICAL ACTIVITIES
The U.S. Foreign
Corrupt Practices Act prohibits 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 jurisdiction.
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
Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The
Company’s Senior Vice President of Human Resources or the Compliance
Officer can provide guidance to you in this area.
respects and supports the rights of employees, officers and directors to
participate in political activities. However, these activities should not
be conducted on Company time or involve the use of any Company resources
such as telephones, computers or supplies. Employees, officers and
directors will not be reimbursed for personal political contributions.
The Company may
sometimes express its views on local and national issues that affect its
operations. In such cases, Company funds and resources may be used, but
only when permitted by law and by our strict Company policies. The Company
may also make limited contributions to political parties or candidates in
jurisdictions where it is legal and customary to do so. No employee,
officer or director may make or commit to political contributions on behalf
of the Company without approval from the Company’s President and CEO.
16. RULES FOR SENIOR FINANCIAL OFFICERS
In addition to
complying with all other parts of this Code, if you are a Senior Financial
Officer or a member of his/her staff, you must take the following steps to
ensure full, fair, timely and understandable disclosure in the Company’s periodic
reports filed with the Securities and Exchange Commission (“SEC”):
1. Conflicts of
interest of senior financial officers are prohibited in all cases unless a
specific, case-by-case exception has been made after review and approval of
specific circumstances by the Board of Directors. Prohibited conflicts of
interests for senior financial officials include significant work for an
outside employer, transactions between the Company and any other enterprise
in which the senior financial officer has an interest (other than owning a
de minimus amount of publicly traded securities).
2. Carefully review a
draft of each periodic report for accuracy and completeness before it is
filed with the SEC, with particular focus on disclosures each senior
financial officer does not understand or agree with and on information
known to the officer that is not reflected in the report.
3. Meet with the
disclosure committee, members of senior management not on the committee,
division heads, accounting staff and others involved in the disclosure
process to discuss their comments on the draft report.
4. Establish and
maintain disclosure controls and procedures that ensure that material
information is included in each periodic report during the period in which
the periodic report is being prepared;
5. Consult with the
audit committee to determine whether they have identified any weaknesses or
concerns with respect to internal controls.
6. Confirm that neither
the Company’s internal auditors nor its outside accountants are aware of
any material misstatements or omissions in the draft report, or have any
concerns about the management’s discussion and analysis section of the
7. Bring to the
attention of the disclosure committee and/or audit committee matters that
you feel could compromise the integrity of the Company’s financial reports,
disagreements on accounting matters and violations of any part of this
Any waiver of this
section of the Code for a senior financial officer will be promptly disclosed
as required by law or regulation of the SEC.
17. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS
Any waiver of this
Code for executive officers or directors may be made only by independent
directors of the Board or a Board committee comprised solely of independent
directors and will be promptly disclosed as required by law or regulation
of the Nasdaq National Market.
18. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
If you believe
that actions have taken place, may be taking place or may be about to take
place that violate or would violate this Code, you must bring the matter to
the attention of the Company. You are encouraged to talk to your manager,
or other appropriate personnel about observed illegal or unethical behavior
and when in doubt about the best course of action in a particular
situation. Any manager who receives a report of a potential violation of
this Code must report it immediately to the Senior Vice President of Human
Resources or the Vice President of Audit. Any allegation of questionable
accounting, internal accounting controls or auditing activity should be
reported immediately to the Chairman of the Audit Committee.
communicate any violations of this Code either anonymously or by name to
the Senior Vice President of Human Resources or the Vice President of Audit
or to your manager, by any of the following methods:
By mail to: Chairman – Audit Committee
By mail to: Chairman – Governance Committee
We would prefer
you identify yourself to facilitate our investigation of any report.
However, you may choose to remain anonymous. We will use reasonable efforts
to protect the identity of any person who reports potential misconduct and
any retaliation for reports of misconduct by others made in good faith will
not be tolerated. Indeed, any employees, officers or directors who engage
in retaliation are subject to discipline, up to and including termination,
and in appropriate cases, civil and/or criminal liability. We will also use
reasonable efforts to protect the identity of the person about or against
whom an allegation is brought, unless and until it is determined that a
violation has occurred. Any person involved in any investigation in any
capacity of a possible misconduct must not discuss or disclose any information
to anyone outside of the investigation unless required by law or when
seeking his or her own legal advice, and is expected to cooperate fully in
Any use of these
reporting procedures in bad faith or in a false or frivolous manner will be
considered a violation of this Code.
19. 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:
Make sure you have all the facts. In order to reach
the right solutions, we must be as fully informed as possible.
Ask yourself: What specifically am I being asked to do? Does it seem
unethical or improper? This will enable you to focus on the specific
question you are faced with, and the alternatives you have. Use your
judgment and common sense; if something seems unethical or improper, it
Clarify your responsibility and role. In most situations,
there is shared responsibility. Are your colleagues informed? It may help
to get others involved and discuss the problem.
Discuss the problem with your manager. This is the basic
guidance for all situations. In many cases, your manager will be more
knowledgeable about the question, and will appreciate being brought into
the decision-making process. Remember that it is your manager’s
responsibility to help solve problems.
Seek help from Company resources. In the rare case
where it may not be appropriate to discuss an issue with your manager, or
where you do not feel comfortable approaching your manager with your
question, discuss it with the Senior Vice President of Human Resources. If
you prefer to write, address your concerns to:
Vice President of Human Resources
Vice President of Audit
Chairman – Audit Committee
Chairman – Governance Committee
You may report ethical violations in confidence and without
fear of retaliation. If your situation requires that your identity be kept secret,
your anonymity will be protected. The Company does not permit retaliation
of any kind against employees, officers and directors for good faith
reports of ethical violations.
Always ask first, act later: If you are unsure of what to do in
any situation, seek guidance before you act.
Directors. The Board of Directors, through the Corporate Governance
Committee, will help ensure this Code is properly administered. The
Corporate Governance Committee will be responsible for the annual review of
the compliance procedures in place to implement this Code and will
recommend clarifications or necessary changes to this Code to the full Board
Managers. All officers and managers are responsible for reviewing this
Code with their employees and ensuring they have signed the attached
certification. Officers and managers are also responsible for the diligent
review of practices and procedures in place to help ensure compliance with