A conflict of interest may arise when an individual's private interest interferes in any way, or even appears to interfere, with the interests of the Company as a whole. A conflict situation may arise when a Director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively due to the influence of private interest. Private interests may include, but are not limited to, outside activities, financial or other business interests, personal or charitable relationships or political interests or offices. Conflicts of interest may also arise if a Director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position with the Company, including loans or guarantees of obligations.
A Director may not be involved in a business transaction in which the Director has a conflict of interest with the Company. Anything that could present a conflict of interest for a Director may also present a conflict of interest if it is related to a member of his or her immediate family. Because potential conflicts of interest may not always be clear cut, any material transaction or relationship that involves, or may involve, a conflict of interest or potential conflict of interest with the Company should be disclosed promptly to the chair of the Company's Corporate Governance Committee or the Chairman of the Board, who may consult with legal counsel, as appropriate.
Directors owe a duty to the Company to advance the Company's business interests when the opportunity to do so arises. Directors may not take a business opportunity (or direct a business opportunity to a third party) that is discovered through the use of Company property, information or position, unless the Company has already been offered the opportunity and determined that it will not pursue that opportunity. Directors may not use Company property, information or position for personal gain or to compete with the Company and, when using Company assets, Directors are expected to use those assets for legitimate Company business only.
In overseeing the Company and its business, Directors may learn confidential or proprietary information about the Company, its customers, clients, suppliers, joint venture partners or other third parties. Directors are expected to maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated.
To the extent applicable to the performance of their duties, Directors should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees and Directors are expected not to take unfair advantage of anyone in connection with the Company's business and affairs through manipulation, concealment, abuse of privileged information, or misrepresentation of material facts, and directors are expected not to engage in any unlawful unfair-dealing practice.
Directors are expected to comply with all laws and governmental rules and regulations applicable to the performance of their duties.
Director transactions in Company securities are governed by the Company's policies and include adherence to laws governing insider trading. It is a violation of the Company's policy, and a violation of federal securities laws, for a Director to trade in Company securities while in possession of material non-public information about the Company. In addition, a Director may not trade securities in other companies if the Director is in possession of material non-public information about that company and the information was obtained through the Director's relationship with the Company.
Directors should support the Company's efforts to encourage employees to talk to their supervisors and appropriate personnel when in doubt about the best course of action for employees to pursue in a particular situation. Directors should also support the Company's efforts to encourage employees to report violations of laws, rules, regulations or the Company's codes of business conduct to appropriate personnel and support the Company's assurances that employees will not be retaliated against for reports made in good faith.
Directors should communicate any concerns relating to, or suspected violations of, this Code promptly to the chair of the Company's Corporate Governance Committee or the Chairman of the Board, as appropriate. Violations of this Code are to be investigated by the Board or by persons designated by the Board, and appropriate action is expected to be taken in the event any violation of this Code is determined to exist.
Directors are expected to carry out their responsibilities under the Code by exercising good business judgment, acting in good faith, and acting in a manner they reasonably believe to be in the best interests of the Company and its shareholders.
Any amendment to this Code or waiver of this Code may be made only by the Board upon recommendation of the Company's Corporate Governance Committee. Any waiver approved by the Board will be promptly disclosed to the Company's shareholders.
