· Code of Ethics - Board of Directors
The Board of Directors (the “Board”) of Acxiom Corporation (the“Company”) has adopted the following Code of Business Conduct and Ethics (“Code”) for directors of the Company. The Code is intended to focus the Board and each director on areas of ethical risk, provide guidance to directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each director will comply with the letter and spirit of this Code.
No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles for directors. Directors are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chairman of the Audit Committee or the Chairman of the Governance/Nominating Committee, who may consult with inside or outside legal counsel as appropriate.
Directors who also serve as officers of the Company should abide by this Code in conjunction with the Company’s code of business ethics for its associates and the code of ethics for senior financial officers, if applicable.
1. Conflict of Interest
A “conflict of interest” occurs when a director’s private interest interferes in any way, or appears to interfere, with the interests of the Company. Conflicts of interest also arise when a director, or a director’s family member, receives improper personal benefits as a result of the director’s position with the Company. Conflicts of interest may arise from loans to, or guarantees of the obligations of, gifts from the Company’s clients or vendors given by, or competition with the Company, directly or indirectly, for business opportunities by a director or a family member.
Directors will avoid conflicts of interest with the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company will be disclosed immediately to the Board.
This Code does not attempt to describe all possible conflicts of interest which could develop. Some of the more common conflicts from which directors should refrain, however, are set out below.
· Directors may not knowingly engage in any conduct or activities that are inconsistent with the Company’s best interests or that disrupt or impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.
· Directors may not accept compensation, in any form, for services performed for the Company from any source other than the Company.
· Directors and their family members may not offer, give or receive gifts to or from anyone who deals with the Company in cases where the gift is being made in order to influence the directors’ actions as members of the Board, or where acceptance of the gifts could create the appearance of a conflict of interest.
2. Corporate Opportunities
Directors owe a duty to the Company to advance its legitimate interests when acting as a member of the Board. Directors are prohibited from:
· personally taking for themselves opportunities that are discovered through the use of Company property, information or the director’s position;
· using the Company’s property, information, or position for personal gain; or
· competing with the Company, directly or indirectly, for business opportunities;
provided, however, if the Company’s disinterested directors determine that the Company will not pursue a particular opportunity that relates to the Company’s business, a director may then do so.
Directors will maintain the confidentiality of information entrusted to them by the Company or its customers, and any other confidential information about the Company that comes to them, from whatever source, in their capacity as director, except when disclosure is authorized or required by laws or regulations.
4. Protection and Proper Use of Company Assets
Directors will protect the Company’s assets and ensure their efficient use. Directors will not use the Company assets for personal benefit without prior authorization from the Chairman of the Governance/Nominating Committee or as part of a compensation or expense reimbursement program available to all directors.
5. Fair Dealing
Directors will deal fairly and will oversee fair dealing by associates and officers with the Company’s directors, officers, associates, customers, suppliers and competitors. No director will take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practices.
6. Compliance with Laws, Rules and Regulations
Directors will comply with all laws, rules and regulations applicable to the Company, including insider trading laws.
7. Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code may be made only by the Board and will be disclosed in accordance with applicable federal law and applicable rules of the Securities and Exchange Commission (“SEC”) and The NASDAQ Stock Market.
8. Encouraging the Reporting of any Illegal or Unethical Behavior
Directors should promote ethical behavior and take steps to ensure that the Company (a) encourages associates to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages associates to report violations of laws, rules, regulations or the Company’s code of business ethics to the appropriate personnel; and (c) will not permit retaliation against associates for reports made in good faith.
9. Public Company Reporting
As a public company, the Company’s filings with the SEC must be accurate and timely. Directors may be called upon to provide necessary information to assure that the Company’s public reports are complete, fair and understandable. The Company expects directors to provide prompt accurate answers to inquiries related to these public disclosure requirements.
10. Failure to Comply; Compliance Procedures
The failure by any director to comply with the laws or regulations governing the Company’s business, this Code or any other Company policy or requirement may result in disciplinary action, and, if warranted, legal proceedings.
Directors should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee or to the Chairman of the Governance/Nominating Committee. Violations will be investigated by the Board or its designees, and appropriate action will be taken in the event of any violations of this Code.