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CODE OF BUSINESS CONDUCT AND ETHICS |
TABLE OF CONTENTS
This Code Applies to...
Accounting Policies
Amendments and Modifications of this Code
Anonymous Reporting
Anti-boycott and U.S. Sanctions Laws
Bribery; Foreign Corrupt Practices Act
Compliance with Laws, Rules and Regulations
Computer and Information Systems
Confidential Information Belonging to Others
Confidential and Proprietary Information
Conflicts of Interest
Corporate Communications
Corporate Opportunities and Use and Protection of Company
Assets
Discipline for Noncompliance with this Code
Disclosure Policies and Controls
Environment, Health and Safety
Fair Dealing with Others
Filing of Government Reports
Insider Trading or Tipping
Investor Relations and Public Affairs
Non-Retaliation for Reporting
Political Contributions
Prohibited Substances
Public Affairs
Record Retention
Relations Among Employees: Respect and Contribution
Reporting of Code Violations
Waivers
Conclusion
Adopted March 1, 2007
THIS CODE APPLIES TO EVERY
DIRECTOR, OFFICER (INCLUDING OUR CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFFICER AND CHIEF ACCOUNTING OFFICER) AND
EMPLOYEE OF ALLIED NEVADA GOLD CORP. AND ITS
AFFILIATED ENTITIES (COLLECTIVELY, THE “COMPANY”). THE
TERM EMPLOYEE INCLUDES ANY INDIVIDUAL THAT IS PAID ON THE
COMPANY PAYROLL.
To memorialize the Company’s fundamental
principles of honesty, loyalty, fairness, forthrightness and
use of common sense in general, we have established this
Code of Business Conduct and Ethics (this “Code”). As
an integral part of our policy to manage our Company with
full transparency and in the best interest of shareholders
and other stakeholders, our Code strives to deter
wrongdoing, and promote the following six objectives:
-
Honest,
ethical and moral conduct;
-
Ethical handling of actual or
apparent conflicts of interest between personal and
professional relationships;
-
Full, fair, accurate, timely
and transparent disclosure;
-
Compliance with the
applicable government and self-regulatory organization
laws, rules and regulations;
-
Prompt internal reporting of
Code violations; and
-
Accountability for compliance
with the Code.
Below, we discuss situations that require application of our
fundamental principles and promotion of our objectives.
If there is a conflict between this Code and a specific
procedure you should consult the CEO, or another officer as
may be designated from time to time (the CEO or any such
designated officer, the “Designated Officer”), for guidance.
ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE
Each of the Company’s directors, officers and employees is
expected to:
Understand. The Company expects YOU to understand the
requirements of your position including Company expectations
and governmental rules and regulations that apply to your
position.
Comply. The Company expects YOU to comply with this Code and
all applicable laws, rules and regulations.
Report. The Company expects YOU to report any violation of
this Code of which you become aware.
Be Accountable. The Company holds YOU accountable for
complying with this Code.
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ACCOUNTING POLICIES
The Company and each of its subsidiaries will make and keep
books, records and accounts, which in reasonable detail
accurately and fairly present the transactions and
disposition of the assets of the Company.
All directors, officers, employees and other persons are
prohibited from directly or indirectly falsifying or causing
to be false or misleading any financial or accounting book,
record or account. You and others are expressly prohibited
from directly or indirectly manipulating an audit, and from
destroying or tampering with any record, document or
tangible object with the intent to obstruct a pending or
contemplated audit, review or federal investigation. The
commission of, or participation in, one of these prohibited
activities or other illegal conduct will subject you to
federal penalties, as well as punishment of up to and
including termination of employment.
No director, officer or employee of the Company may,
directly or indirectly, either: (i) make or cause to be made
a materially false or misleading statement; or (ii) omit, or
cause another person to omit, any material fact that is
necessary so that statements made will not be misleading, in
connection with:
-
the audit
of financial statements by independent accountants;
-
the
preparation of any required reports whether by independent
or internal accountants; or
-
any other
work which involves or relates to the filing of a document
with the Securities and Exchange Commission (“SEC”) or
applicable Canadian securities regulatory authorities.
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AMENDMENTS AND MODIFICATIONS OF THIS CODE
There shall be no amendment or modification to this Code
except by a vote of the Board of Directors or a designated
board committee that will ascertain whether an amendment or
modification is appropriate.
In case of any amendment or modification of this Code that
applies to an officer or director of the Company, the
amendment or modification shall be posted on the Company’s
website within two days of the board vote or shall be
otherwise disclosed as required by applicable law or
American Stock Exchange or Toronto Stock Exchange rules.
Notice posted on the website shall remain there for a period
of 12 months and shall be retained in the Company’s files as
required by law.
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ANONYMOUS REPORTING
If you wish to report a suspected violation of this Code
anonymously, you may call the Chairman of the Audit
Committee. You do not have to reveal your identity in order
to make a report. If you do reveal your identity, it will
not be disclosed by the Chairman of the Audit Committee
unless disclosure is unavoidable during an investigation.
See “Non-Retaliation for Reporting” below.
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ANTI-BOYCOTT AND U. S. SANCTIONS LAWS
The Company must comply with anti-boycott laws, which
prohibit it from participating in, and require us to report
to the authorities any request to participate in, a boycott
of a country or businesses within a country. If you receive
such a request, report it to the Designated Officer. We will
also not engage in business with any government, entity,
organization or individual where doing so is prohibited by
applicable laws. For more information on these laws contact
the Designated Officer who will consult with or refer you to
the appropriate corporate legal representatives.
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BRIBERY; FOREIGN CORRUPT PRACTICES ACT
You are strictly forbidden from offering, promising or
giving money, gifts, loans, rewards, favors or anything of
value to any governmental official, employee, agent or other
intermediary (either inside or outside the United States)
which is prohibited by law. Those paying a bribe may subject
the Company and themselves to civil and criminal penalties.
When dealing with government customers or officials, no
improper payments will be tolerated. If you receive any
offer of money or gifts that is intended to influence a
business decision, it should be reported to your supervisor
or the Designated Officer immediately.
The Company prohibits improper payments in all of its
activities, whether these activities are with governments or
in the private sector.
The United States Foreign Corrupt Practices Act prohibits
giving anything of value, directly or indirectly, to foreign
government officials or foreign political candidates in
order to obtain, retain or direct business. Accordingly,
corporate funds, property or anything of value may not be,
directly or indirectly, offered or given by you or an agent
acting on our behalf, to a foreign official, foreign
political party or official thereof or any candidate for a
foreign political office for the purpose of influencing any
act or decision of such foreign person or inducing such
person to use his influence or in order to assist in
obtaining or retaining business for, or directing business
to, any person.
You are also prohibited from offering or paying anything of
value to any foreign person if it is known or there is a
reason to know that all or part of such payment will be used
for the above-described prohibited actions. This provision
includes situations when intermediaries, such as affiliates,
or agents, are used to channel payoffs to foreign officials.
The Foreign Corrupt Practices Act also contains significant
internal accounting control and record-keeping requirements
that apply to the Company’s domestic and international
operations.
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COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The Company’s goal and intention is to comply with the laws,
rules and regulations by which we are governed. In fact, we
strive to comply not only with requirements of the law but
also with recognized compliance practices. All illegal
activities or illegal conduct are prohibited whether or not
they are specifically set forth in this Code.
Where law does not govern a situation or where the law is
unclear or conflicting, you should discuss the situation
with your supervisor and management should seek advice from
the Designated Officer who will consult with or refer you to
the appropriate corporate legal representatives. Business
should always be conducted in a fair and forthright manner.
Directors, officers and employees are expected to act
according to high ethical standards.
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COMPUTER AND INFORMATION SYSTEMS
For business purposes, officers and employees are provided
telephones and computer workstations and software, including
network access to computing systems such as the Internet and
e-mail, to improve personal productivity and to efficiently
manage proprietary information in a secure and reliable
manner. You must obtain the permission from the CEO to
install any software on any Company computer or connect any
personal laptop to the Company network. As with other
equipment and assets of the Company, we are each responsible
for the appropriate use of these assets. Except for limited
personal use of the Company’s telephones and
computer/e-mail, such equipment may be used only for
business purposes. Officers and employees should not expect
a right to privacy of their e-mail or Internet use. All
e-mails or Internet use on Company equipment is subject to
monitoring by the Company.
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CONFIDENTIAL INFORMATION BELONGING TO OTHERS
You must respect the confidentiality of information,
including, but not limited to, trade secrets and other
information given in confidence by others, including but not
limited to partners, suppliers, contractors, competitors or
customers, just as we protect our own confidential
information. However, certain restrictions about the
information of others may place an unfair burden on the
Company’s future business. For that reason, directors,
officers and employees should coordinate with the Designated
Officer to ensure appropriate agreements are in place prior
to receiving any confidential third-party information. These
agreements must reflect a balance between the value of the
information received on the one hand and the logistical and
financial costs of maintaining confidentiality of the
information and limiting the Company’s business
opportunities on the other. In addition, any confidential
information that you may possess from an outside source,
such as a previous employer, must not, so long as such
information remains confidential, be disclosed to or used by
the Company. Unsolicited confidential information submitted
to the Company should be refused, returned to the sender
where possible and deleted, if received via the Internet.
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CONFIDENTIAL AND PROPRIETARY INFORMATION
It is the Company’s policy to ensure that all operations,
activities and business affairs of the Company and our
business associates are kept confidential to the greatest
extent possible. Confidential information includes all
non-public information that might be of use to competitors,
or that might be harmful to the Company or its customers if
disclosed. Confidential and proprietary information about
the Company or its business associates belongs to the
Company, must be treated with strictest confidence and is
not to be disclosed or discussed with others.
Unless otherwise agreed to in writing, confidential and
proprietary information includes any and all methods,
inventions, improvements or discoveries, whether or not
patentable or copyrightable, and any other information of a
similar nature disclosed to the directors, officers or
employees of the Company or otherwise made known to the
Company as a consequence of or through employment or
association with the Company (including information
originated by the director, officer or employee). This can
include, but is not limited to, information regarding the
Company’s business, products, assets, processes, and
services. It also can include information relating to
research, development, drilling, exploration, inventions,
trade secrets, intellectual property of any type or
description, data, business plans, marketing strategies,
engineering, contract negotiations and business methods or
practices.
The following are examples of information that is not
considered confidential:
-
Information that is in the public domain to the extent it is
readily available;
-
Information that becomes generally known to the public other
than by disclosure by the Company or a director, officer or
employee; or
-
Information you receive from a party that is under no legal
obligation of confidentiality with the Company with respect
to such information.
We have exclusive property rights to all confidential and
proprietary information regarding the Company or our
business associates. The unauthorized disclosure of this
information could destroy its value to the Company and give
others an unfair advantage. You are responsible for
safeguarding Company information and complying with
established security controls and procedures. All documents,
records, notebooks, notes, memoranda and similar
repositories of information containing information of a
secret, proprietary, confidential or generally undisclosed
nature relating to the Company or our operations and
activities made or compiled by the director, officer or
employee or made available to you prior to or during the
term of your association with the Company, including any
copies thereof, unless otherwise agreed to in writing,
belong to the Company and shall be held by you in trust
solely for the benefit of the Company, and shall be
delivered to the Company by you on the termination of your
association with us or at any other time we request.
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CONFLICTS OF INTEREST
Conflicts of interest can arise in virtually every area of
our operations. A “conflict of interest” exists whenever an
individual’s private interests interfere or conflict in any
way (or even appear to interfere or conflict) with the
interests of the Company. We must strive to handle any
actual or apparent conflicts of interest in an ethical
manner. We must each make decisions solely in the best
interest of the Company. Any business, financial or other
relationship with suppliers, customers or competitors that
might impair or appear to impair the exercise of our
judgment solely for the benefit of the Company is
prohibited.
Here are some examples of conflicts of interest:
Family Members. Actions of family members may create a
conflict of interest. For example, gifts to family members
by a supplier of the Company are considered gifts to you and
must be reported. Doing business for the Company with
organizations where your family members are employed or that
are partially or fully owned by your family members or close
friends may create a conflict or the appearance of a
conflict of interest. For purposes of the Code “family
members” include any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law
or sister-in-law, and adoptive relationships.
Gifts, Entertainment, Loans, or Other Favors. Directors,
officers and employees shall not seek or accept personal
gain, directly or indirectly, from anyone soliciting
business from, or doing business with the Company, or from
any person or entity in competition with us. Examples of
such personal gains are gifts, non-business-related trips,
gratuities, favors, loans, and guarantees of loans,
excessive entertainment or rewards. However, you may accept
gifts of a nominal value. Other than common business
courtesies, directors, officers, employees and independent
contractors must not offer or provide anything to any person
or organization for the purpose of influencing the person or
organization in their business relationship with us.
Directors, officers and employees are expected to deal with
advisors or suppliers who best serve the needs of the
Company as to price, quality and service in making decisions
concerning the use or purchase of materials, equipment,
property or services. Upon prior approval of the Designated
Officer, Directors, officers and employees may use the
company’s advisors, suppliers or contractors in a personal
capacity and they are expected to pay market value for
materials and services provided.
Outside Employment. Officers and employees may not
participate in outside employment, self-employment, or serve
as officers, directors, partners or consultants for outside
organizations, if such activity:
-
reduces work efficiency;
-
interferes with your ability to
act conscientiously in our best interest; or
-
requires you to utilize our
proprietary or confidential procedures, plans or techniques.
You must inform your supervisor of any outside employment,
including the employer’s name and expected work hours.
Reporting Conflicts of Interest or Potential Conflicts of
Interest.
You should report any actual or potential conflict of
interest involving yourself or others of which you become
aware to your supervisor or the Designated Officer. Officers
should report any actual or potential conflict of interest
involving yourself or others of which you become aware to
the Designated Officer or to the Chairman of the Corporate
Governance Committee of the Board of Directors. Directors
should report any actual or potential conflict of interest
involving yourself or others of which you become aware to
the Chairman of the Corporate Governance Committee of the
Board of Directors.
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CORPORATE COMMUNICATIONS
See
Investor Relations and Public Affairs.
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CORPORATE OPPORTUNITIES AND USE AND PROTECTION OF COMPANY
ASSETS
You are prohibited from:
-
taking for yourself, personally,
opportunities that are discovered through the use of Company
property, information or position;
-
using Company property,
information or position for personal gain; or
-
competing with the Company.
You have a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.
You are personally responsible and accountable for the
proper expenditure of Company funds, including money spent
for travel expenses or for business entertainment. You are
also responsible for the proper use of property over which
you have control, including both Company property and funds
and property that has been entrusted to your custody.
Company assets must be used only for proper purposes.
Company property should not be misused. Company property may
not be sold, loaned or given away regardless of condition or
value, without proper authorization. Each director, officer
and employee should protect our assets and ensure their
efficient use. Theft, carelessness and waste have a direct
impact on the Company’s profitability. Company assets should
be used only for legitimate business purposes.
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DISCIPLINE FOR NONCOMPLIANCE WITH THIS CODE
Disciplinary actions for violations of this Code of Business
Conduct and Ethics can include oral or written reprimands,
suspension or termination of employment or a potential civil
lawsuit against you.
The violation of laws, rules or regulations, which can
subject the Company to fines and other penalties, may result
in your criminal prosecution.
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DISCLOSURE POLICIES AND CONTROLS
The continuing excellence of the Company’s reputation
depends upon our full and complete disclosure of important
information about the Company that is used in the securities
marketplace. Our financial and non-financial disclosures and
filings with the SEC and applicable Canadian securities
regulatory authorities must be transparent, accurate and
timely. Proper reporting of reliable, truthful and accurate
information is a complex process involving cooperation among
many of us. We must all work together to insure that
reliable, truthful and accurate information is disclosed to
the public.
The Company must disclose to the SEC, applicable Canadian
securities regulatory authorities, current security holders
and the investing public information that is required, and
any additional information that may be necessary to ensure
the required disclosures are not misleading or inaccurate.
The Company requires you to participate in the disclosure
process, which is overseen by the Disclosure Committee and
the CEO and CFO. The disclosure process is designed to
record, process, summarize and report material information
as required by all applicable laws, rules and regulations.
Participation in the disclosure process is a requirement of
a public company, and full cooperation and participation by
members of the Disclosure Committee, CEO, CFO and, upon
request, other employees in the disclosure process is a
requirement of this Code.
Officers and employees must fully comply with their
disclosure responsibilities in an accurate and timely manner
or be subject to discipline of up to and including
termination of employment.
A copy of the Company’s Disclosure Policy, as amended from
time to time, is provided to each Employee of the Company.
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ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to managing and operating our
worldwide assets in a manner that is protective of human
health and safety and the environment. It is our policy to
comply, in all material respects, with applicable health,
safety and environmental laws and regulations. Each employee
is also expected to comply with our policies, programs,
standards and procedures.
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FAIR DEALING WITH OTHERS
No director, officer or employee should take unfair
advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material
facts or any other unfair-dealing practice.
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FILING OF GOVERNMENT REPORTS
Any reports or information provided, on our behalf, to
federal, state, local or foreign governments should be true,
complete and accurate. Any omission, misstatement or lack of
attention to detail could result in a violation of the
reporting laws, rules and regulations.
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INSIDER TRADING OR TIPPING
Directors, officers and employees who are aware of material,
non-public information from or about the Company (an
“insider”), are not permitted, directly or through family
members or other persons or entities, to:
-
Buy or
sell securities (or derivatives relating to such securities)
of the Company (other than pursuant to a pre-approved
trading plan that complies with the SEC Rule 10b5-1), or
-
Pass on,
tip or disclose material, nonpublic information to others
outside the Company including family and friends.
Such buying, selling or trading of securities may be
punished by discipline of up to and including termination of
employment; civil actions, resulting in penalties of up to
three times the amount of profit gained or loss avoided by
the inside trade or stock tip; or criminal actions,
resulting in fines and jail time. Any questions concerning
the above and as to whether communication of particular
information is permissible should be referred to the Chief
Executive Officer.
Examples of information that may be considered material,
non-public information in some circumstances are:
-
Undisclosed annual, quarterly or monthly financial results,
a change in earnings or earnings projections, or unexpected
or unusual gains or losses in major operations;
-
Undisclosed negotiations and agreements regarding mergers,
concessions, joint ventures, acquisitions, divestitures,
business combinations or tender offers;
-
Undisclosed drilling results or reserve calculations;
-
Undisclosed major management changes;
-
A
substantial contract award or termination that has not been
publicly disclosed;
-
A major
lawsuit or claim that has not been publicly disclosed;
-
Undisclosed information about public or private financings,
or decisions concerning matters such as dividends or stock
splits;
-
An
undisclosed filing of a bankruptcy petition by the Company
or a significant subsidiary;
-
Information that is considered confidential; and
-
Any other
undisclosed information that could affect our stock price.
This list is illustrative only and is not intended to
provide a comprehensive list of circumstances that could
give rise to material information. If you have any question
as to whether particular information is material, consult
with the Chief Executive Officer, who will consult with
legal counsel as appropriate.
Non-Public Information.
Information concerning the Company is considered nonpublic
if it has not been disseminated in a manner making it
available to investors generally. If you have any question
as to whether particular information has been so
disseminated, consult with the Chief Executive Officer, who
will consult with legal counsel as appropriate.
Another Company’s Securities.
The same policy also applies to securities issued by another
company if you have acquired material, public information
relating to such company in the course of your employment or
affiliation with the Company.
Trades Following Disclosure.
When material information has been publicly disclosed, each
insider must continue to refrain from buying or selling the
securities in question as provided in the Company’s Insider
Trading Policy until the specified period after the
information has been publicly released to allow the markets
time to absorb the information. A copy of the Company’s
Insider Trading Policy, as amended from time to time, is
provided to each employee of the Company.
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INVESTOR RELATIONS AND PUBLIC AFFAIRS
It is very important that the information disseminated about
the Company be both accurate and consistent. For this
reason, the CEO is responsible for the Company’s internal
and external communications, as well as for public
communications with stockholders, analysts and other
interested members of the financial community. The CEO is
responsible for communication with spokespersons in both
routine and crisis situations.
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NON-RETALIATION FOR REPORTING
In no event will the Company take or threaten any action
against you as a reprisal or retaliation for making a
complaint or disclosing or reporting information in good
faith. However, if a reporting individual was involved in
improper activity the individual may be appropriately
disciplined even if he or she was the one who disclosed the
matter to the Company. In these circumstances, we may
consider the conduct of the reporting individual in
reporting the information as a mitigating factor in any
disciplinary decision.
We will not allow retaliation against any employee for
reporting a possible violation of this Code in good faith.
Retaliation for reporting a federal offense is illegal under
federal law and prohibited under this Code. Retaliation for
reporting any violation of a law, rule or regulation or a
provision of this Code is prohibited. Retaliation will
result in discipline up to and including termination of
employment and may also result in criminal prosecution.
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POLITICAL CONTRIBUTIONS
You must refrain from making any use of Company, personal or
other funds or resources on behalf of the Company for
political or other purposes which are improper or prohibited
by the applicable federal, state, local or foreign laws,
rules or regulations. Company contributions or expenditures
in connection with election campaigns will be permitted only
to the extent allowed by federal, state, local or foreign
election laws, rules and regulations.
You are encouraged to participate actively in the political
process. We believe that individual participation is a
continuing responsibility of those who live in a free
country.
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PROHIBITED SUBSTANCES
We have policies prohibiting the use of alcohol, illegal
drugs or other prohibited items, including legal drugs which
affect the ability to perform one’s work duties, while on
Company premises. We also prohibit the possession or use of
alcoholic beverages, firearms, weapons or explosives on our
property unless authorized by an Executive Officer of the
Company. You are also prohibited from reporting to work
while under the influence of alcohol or illegal drugs.
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PUBLIC AFFAIRS
See
Investor Relations and Public Affairs.
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RECORD RETENTION
We have document retention policies to establish retention
periods for records created or received in the normal course
of business. A record is any information, regardless of
physical format, which has been created or received in the
transaction of the Company’s business. Physical format of a
record includes hard copy, electronic, magnetic tape, disk,
audio, video, optical image, etc. Each corporate department
is responsible for the maintenance, retrieval, transfer, and
destruction of its records in accordance with the
established filing procedures, records retention schedules
and procedures.
The alteration, destruction or falsification of corporate
documents or records may constitute a criminal act.
Destroying or altering documents with the intent to obstruct
a pending or anticipated official government proceeding is a
criminal act and could result in large fines and a prison
sentence of up to 20 years. Document destruction or
falsification in other contexts can result in a violation of
the federal securities laws or the obstruction of justice
laws.
Before any destruction of any documents or records, you must
consult the Company’s document retention procedures. You are
required to review, follow and abide by the terms of those
procedures. If the procedure is not clear, questions arise,
or there is a pending or anticipated official proceeding,
then the CEO must approve any document destruction.
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RELATIONS AMONG EMPLOYEES: RESPECT AND CONTRIBUTION
We function as a team. Your success as part of this team
depends on your contribution and ability to inspire the
trust and confidence of your coworkers and supervisors.
Respect for the rights and dignity of others and a
dedication to the good of our Company are essential.
A cornerstone of our success is the teamwork of our
directors, officers and employees. We must each respect the
rights of others while working as a team to fulfill our
objectives. To best function as part of a team, you must be
trustworthy and dedicated to high standards of performance.
The relationships between business groups also require
teamwork.
To facilitate respect and contribution among employees, we
have implemented the following employment policies:
-
To hire,
pay and assign work on the basis of qualifications and
performance;
-
Not to
discriminate on the basis of race, religion, ethnicity,
national origin, color, gender, age, citizenship, veteran’s
status, marital status or disability;
-
To attract
and retain a highly talented workforce;
-
To
encourage skill growth through training and education and
promotional opportunities;
-
To
encourage an open discussion between all levels of employees
and to provide an opportunity for feedback from the top to
the bottom and from the bottom to the top;
-
To
prohibit any sexual, physical, verbal or any other kind of
harassment by others while an employee is on the job;
-
To make
the safety and security of our employees while at Company
facilities a priority;
-
To
recognize and reward additional efforts that go beyond our
expectations; and
-
To respect
all workers’ rights to dignity and personal privacy by not
disclosing employee information, including protected health
information, unnecessarily.
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REPORTING OF CODE VIOLATIONS
You should be alert and sensitive to situations that could
result in actions that might violate federal, state, or
local laws or the standards of conduct set forth in this
Code. If you believe your own conduct or that of a fellow
employee may have violated any such laws or this Code, you
have an obligation to report the matter.
Generally, you should raise such matters first with an
immediate supervisor. However, if you are not comfortable
bringing the matter up with your immediate supervisor, or do
not believe the supervisor has dealt with the matter
properly, then you should raise the matter with the
Designated Officer. If a law, rule or regulation is in
question, then consult with the Designated Officer who will
consult with or refer you to the appropriate Corporate legal
representatives. The most important point is that possible
violations should be reported and we support all means of
reporting them.
Directors and officers should report any potential
violations of this Code to the Corporate Governance
Committee of the Board of Directors.
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WAIVERS
There shall be no waiver of any part of this Code for any
director or officer except by a vote of the Board of
Directors or a designated board committee that will
ascertain whether a waiver is appropriate under all the
circumstances. In case a waiver of this Code is granted to a
director or officer, the notice of such waiver shall be
posted on our website within five days of the Board of
Directors’ vote or shall be otherwise disclosed as required
by applicable law or American Stock Exchange rule. Notices
posted on our website shall remain there for a period of 12
months and shall be retained in our files as required by
law.
A waiver for a specific event arising under the “Conflicts
of Interest” section of this Code may be granted to an
employee that is not a director or officer on the approval
of the following: the CEO and one of the Board of Directors.
No other waivers of this Code are permitted.
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CONCLUSION
This Code is an attempt to point all of us at the Company in
the right direction, but no document can achieve the level
of principled compliance that we are seeking. In reality,
each of us must strive every day to maintain our awareness
of these issues and to comply with this Code’s principles to
the best of our abilities. Before we take an action, we must
always ask ourselves:
-
Does it
feel right?
-
Does it
make sense?
-
Is this
action ethical in every way?
-
Is this
action in compliance with the law?
-
Could my
action create an appearance of impropriety?
-
Am I
trying to fool anyone, including myself, about the propriety
of this action?
If an action would elicit the wrong answer to any of these
questions, do not take it. We cannot expect perfection, but
we do expect good faith. If you act in bad faith or fail to
report illegal or unethical behavior, then you will be
subject to disciplinary procedures. We hope that you agree
that the best course of action is to be honest, forthright
and loyal at all times.
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