Code of Ethics

Code of Ethics


This Code of Ethics covers a wide range of business practices and procedures applicable to all directors, officers and employees of the Company. This Code of Conduct does not cover every issue that may arise, but sets out basic principles to guide all personnel of the Company. All directors, officers and employees of the Company must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. Personnel who violate the standards in this Code of Ethics will be subject to disciplinary action.

Compliance with Laws, Rules and Regulations:

Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All directors, officers and employees must respect and obey the laws of the jurisdictions in which we operate. Although employees not are expected to know the details of every law which may be applicable to the Company, it is important to know enough to determine when to seek advice from a supervisor, manager or corporate officer.

Direct or indirect purchasing or selling of Company stock while in possession of material non public information is both unethical and illegal. Directors, officers and employees are also prohibited by law from disclosing material non-public information to others who might use such information to directly or indirectly place trades in the Company’s stock. All Company personnel are required to comply with the Company’s Insider Trading Policy.

Pursuant to regulations the Securities and Exchange Commission promulgated under Section 16 of the Securities Exchange Act of 1934, most purchases or sales of securities of the Company by directors, executive officers, and 10% stockholders must be disclosed within two business days following the transaction. Persons who are subject to these reporting requirements must comply with the Company’s Section 16 Compliance Policy.

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 a director, officer or employee takes actions or has interests that may make it difficult to perform his or her duties on behalf of the Company objectively and effectively. Conflicts of interest may also arise when a director, officer or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer, agent or supplier, whether as an employee, agent, consultant or board member. The best policy is to avoid any direct or indirect business connection with competitors, customers, agents and suppliers of the Company, except on the Company’s behalf.

Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Any director, officer or employee of the Company who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or corporate officer.

Corporate Opportunities:

Directors, officers and employees of the Company are prohibited from taking for themselves 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. Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Competition and Fair Dealing:

The Company seeks to outperform its competition fairly and honestly. We seek competitive advantages through superior performance and not 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, agents, suppliers, competitors and employees.

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, agents and suppliers. No gift or entertainment should ever be offered, given, provided or accepted by any director, officer or employee of the Company, or any of their family members or agents, unless: (1) it is not a cash gift, (2) it is consistent with customary business practices, (3) it is not excessive in value, (4) it cannot be construed as a bribe or payoff, and (5) it does not violate any laws or regulations. Any questions concerning the propriety of gifts or proposed gifts should be discussed with a supervisor, manager or corporate officer.

Equal Opportunity, Health and Safety:

The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment or any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

The Company strives to provide all personnel with a safe and healthful work environment. Each employee has responsibility for maintaining a safe and healthy workplace by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not be tolerated.


The Company 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. Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether an expense is legitimate, you should consult your supervisor or manager.

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. Records should always be retained or destroyed according to the Company’s record retention policies.


Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, agents or suppliers, except when disclosure is explicitly authorized or required by laws or regulations or approved by senior management. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that customers, agents and suppliers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

Protection and 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, though incidental personal use may be permitted.

Payments to Government Personnel:

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 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 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 General Counsel can provide guidance in this area.

Waivers of the Code of Ethics:

Any waiver of this Code for directors, officers or employees of the Company may be made only by the Board and will be promptly disclosed if and as required by law or stock exchange regulations.

Reporting Illegal or Unethical Behavior:

Company personnel are encouraged to report to supervisors, managers or corporate officers any observed illegal or unethical behavior. It is the policy of the Company not to allow retaliation for reports of misconduct made in good faith by any Company personnel. All directors, officers and employees are expected to fully cooperate in any internal investigations of misconduct.

Compliance Procedures:

All Company personnel are expected to work to assure prompt and consistent action against violations of this Code. However, since not every situation which may arise can be anticipated, a director, officer or employee may be confronted with circumstances in which the standards contained in this Code of Conduct are difficult to apply. When addressing such situations, each person should:

  • Get all the facts. In order to reach the right solutions, you must be as fully informed as possible.
  • Determine what specific action is being suggested. This will enable you to focus on the specific issue you are facing and the alternatives which are available.
  • Assess whether the conduct seems unethical or improper. Use your judgment and common sense. If something seems unethical or improper, it probably is.
  • Clarify roles and responsibilities. In most situations, there is shared responsibility. Discuss the problem with other personnel who share responsibility for or are affected by the decision.
  • Discuss the problem with a supervisor, manager or corporate officer. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with the question, discuss the matter with a Human Resources manager, a corporate officer or the Company’s General Counsel.
  • Ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.
  • Report ethical violations in confidence and without fear of retaliation. If the situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.

Special Obligations of Financial Officers:

The Company’s chief executive officer, chief financial officer, principal accounting officer, controller and other persons performing similar functions (collectively, the “Financial Officers”) hold an important and elevated role in corporate governance. In carrying out his or her duties to and responsibilities for the Company, each Financial Officer should strive to:

  • act ethically with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • avoid conflicts of interest by: (1) disclosing to the Audit Committee of the Board any material transaction or relationship that reasonably could be expected to give rise to such a conflict, and (2) complying with the procedures, limitations, disclosures, reporting obligations, and other requirements that the Audit Committee, any executive officer senior to the Financial Officer or the General Counsel may establish to mitigate or eliminate the conflict of interest or its effects on the Company;
  • provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications that the Company makes; and
  • comply with applicable laws, rules and regulations of national, state, and local governments and private and public regulatory agencies having jurisdiction over the Company.

In addition to complying with the other waiver, reporting and compliance provisions of this Code of Ethics, each Financial Officer may be required, from time to time, to sign a written affirmation stating that he or she (1) has received and read this Code of Ethics and understands its contents, (2) has not violated this Code of Ethics, and (3) has no knowledge of any violation of this Code of Ethics that has not been communicated to the Audit Committee of the Board.