Principles:
Our policy is to maintain the highest standards of integrity and ethical conduct in our relations with our employees, our customers and suppliers, and all governmental authorities. This Code of Business Conduct and Ethics is intended to provide basic principles to guide your conduct. Although it covers a wide range of business practices, and identifies a number of corporate policies, it does not cover every issue that may arise in the conduct of our business. We expect all of our employees, as well as our agents and representatives, to conduct themselves appropriately, in a manner which will enhance the reputation of our Company and will avoid even the appearance of improper personal or business conduct.
We expect all of our employees and representatives to comply with this Code, except in cases where an applicable law conflicts with the Code. We intend to enforce the provisions of this Code vigorously, and violators will be subject to disciplinary action, which may include dismissal.
You are encouraged to report any failure—or apparent failure—to adhere to the standards set forth in this Code in accordance with those procedures, and you should also know that you may do so without fear of retribution.
Rules of Conduct:
1. Compliance with Laws, Rules and Regulations:
Proper conduct begins with compliance with all applicable domestic and foreign laws, rules and regulations, both their specific provisions and their intended purpose. All employees must always respect and obey the applicable laws of the United States. Although our directors, officers and employees are not expected to know all of the details of these laws, it is important to be aware of applicable laws and to check if there is any uncertainty as to what applicable laws may be.
2. Conflicts of Interest:
It is not possible to list all situations in which a conflict of interest may exist or may appear to exist. We must rely on the integrity and good judgment of our directors, officers and employees in avoiding situations that may create a conflict of interest.
Each employee of the Company owes a duty of loyalty to the Company. Business decisions and actions must be based on the interests of the Company, not on an individual's personal interests or considerations. A “conflict of interest” occurs when an individual’s private interest interferes in any way—or even appears to interfere—with the interests of the Company as a whole.
Employees should not have other outside employment of any sort with competitors, suppliers or customers. Investments in competitors, suppliers or customers, while not absolutely prohibited, also may raise serious concerns, particularly if significant to financial situation of the employee in question. Such investments may also expose an employee to risks regarding insider trading.
If questions arise, you should consult with your supervisor, higher levels of management or legal counsel to the Company. Any director, officer or employee who becomes aware of a conflict or potential conflict must bring it to the attention of a supervisor or other appropriate personnel.
3. Corporate Opportunities:
A director, officer or employee violates his or her duty of loyalty to the Company if he or she personally profits from a business opportunity that rightfully belongs to the Company. Employees are prohibited from taking for themselves opportunities that are discovered through the use of corporate property or information or as a result of their position with the Company without the prior written consent of the Company. Employees may not use corporate property, information, or position for improper personal gain, and employees may not compete with the Company directly or indirectly.
Employees must maintain the confidentiality of non-public proprietary information entrusted to them by the Company or its customers or other parties with whom we do business, except when disclosure is authorized or legally mandated. This principle applies to all communications, including, for example, Internet “chat rooms,” even where the communication is anonymous. There are two general types of propriety information: The Company’s operating information, such as trade secrets, product designs and specifications, business and marketing plans, production technologies, contract terms, customer lists and databases; and the Company’s unpublished financial results, such as earnings or sales data, or material corporate events that may impact such results. Information about the Company’s customers and other parties should be assumed to be confidential.
4. Fair Dealing:
We shall always conduct all aspects of our business with integrity, honesty and fairness. We must respect and protect any confidential or proprietary information shared with us by customers, suppliers or others. No employee acting on behalf of the Company should take unfair advantage of others through dishonest, unethical or illegal practices, including false or misleading statements.
Employee members and their families should not offer, give or accept cash gifts, gifts that are excessive, or gifts that violate any law or appear to be a bribe or pay-off. Please discuss with your supervisor, the Chief Financial Officer or legal counsel to the Company any gifts or proposed gifts which deviate from known customary business practices or which you are not certain are appropriate.
5. Discrimination and Harassment:
We are firmly committed to providing equal opportunity in all aspects of employment and, consistent with the Company’s long-established policies, we have a “zero tolerance policy” for all illegal discrimination and harassment. Harassment covers a wide range of conduct, including unwelcome sexual advances or the use of racial epithets.
We do not permit violence or threatening behavior. “Violence” includes physically harming another, shoving, pushing, harassing, intimidating, coercing, brandishing weapons, and threatening or talking of engaging in those or similar activities. It is the intent of this Code of Conduct to ensure that no one associated with our Company, ever feels threatened by the action or conduct of an employee.
6. Health, Safety and Environmental Concerns:
We take pride in our ability to offer a safe and healthful work environment. Each of us is responsible for maintaining a safe and healthy workplace by following appropriate safety and health rules and reporting workplace accidents, injuries and unsafe conditions.
The Company is committed to the protection of the environment and the conservation of natural resources by complying with all environmental laws and regulations. Each employee is responsible for knowing the environmental requirements which are likely to apply to his or her work.
7. Waivers of the Code of Business Conduct and Ethics:
Any waiver of this Code for executive officers or directors may be made only by the Company’s Board of Directors or a Board committee and will be promptly disclosed to stockholders and others, as required by applicable law or the rules of any exchange or market on which the Company's securities are listed or traded.
8. Reporting Any Illegal or Unethical Behavior:
We encourage our directors, officers and employees to talk to supervisors, other appropriate personnel, or legal counsel to the Company about illegal or unethical behavior which they observe or learn of, or if they are in doubt about the best course of action in a particular situation. The Company will not allow retaliation for reports of misconduct made in good faith by directors, officers and employees. We also expect our directors, officers and employees to cooperate in any internal investigations of misconduct.
9. Procedures:
This Code sets forth certain general guidelines, and does not deal with every specific situation that may arise. Therefore, we have provided a mechanism to deal with questions you may have or matters which you may wish to report.
You may always raise questions or issues or report matters of concern with your direct supervisor or any supervisor of your direct supervisor. If you feel uncomfortable doing so with your supervisors or with any person suggested by this Code, you may also go to the Chief Financial Officer or Chief Executive Officer or to outside legal counsel. The intent is that there should always be someone to whom you can discuss any possible ethical violation.
Remember, you may report violation without fear of retaliation, and if necessary, your identity will be kept secret.
If you have a question or issue under the Code of Business Conduct and Ethics, wish otherwise to discuss the Code, or need to report possible violations of the Code, you may contact any of the following persons, as appropriate:
Bruce G. Caldwell President/CEO
Franklin Gage V.P. Operations |
