written conflicts of interest policy that should be incorporated within the company
Conflicts of Interest
all must avoid conflicts of interest and we should be sensitive to even the appearance
of a conflict. A conflict of interest occurs when outside activities or personal
interests interfere, or appear to interfere, with our ability to objectively perform
our job or act in the best interests of ("Company Name"). This means
that all financial, business and other activities both inside and outside your
job must be lawful and free of conflicts or even the suggestion of a conflict
with your responsibilities to the Company.
of conflicts of interest include:
a financial interest in a customer's private company or business
as a board member of a college or university and deciding whether to purchase
("Company Name") products for that institution
a relative and determining his or her promotions or pay raises
a supplier managed by a close friend or relative
discounts or personal gifts from actual or potential suppliers or customers with
a value in excess of $100
If you are confronted with a conflict of interest
or even if you think there is a possibility that a conflict may exist or appear
to exist, you should disclose the situation to your supervisor or manager. Many
potential conflicts can be either prevented or remedied by making a full disclosure
of the situation.
of interest situations often arise in our work with outside suppliers or with
customers. We select products and services from our suppliers on the basis of
quality, price and reliability. In turn, we expect our customers to purchase ("Company
Name") products and services on the same basis. Our decisions in dealing
with our suppliers and customers cannot be influenced by gifts, personal relationships,
hospitality or anything else of value. If you are involved in purchasing products
or services for ("Company Name"), or if you influence the purchasing
decision, you must be especially careful to avoid the appearance of special treatment.
general, employees who are not involved in government contracting may occasionally
accept or offer a gift valued at less than $100 in connection with a business
relationship. When offering a gift to a customer, however, you should confirm
with the intended recipient that the offer does not violate the rules and standards
of his or her own company.
in excess of $100 may be acceptable in certain circumstances. An example is a
group event attended by you and other Company representatives where the item is
provided to all attendees, or a special event or milestone that involves a business
relationship. In either of these cases, or in any case where the value of the
gift exceeds $100, you must have prior approval from the appropriate level of
management before accepting it.
must never be offered to officials and employees of governments. A gift that is
considered reasonable and appropriate under commercial business circumstances
may be considered a gratuity or bribe if it is offered to a government employee
or a kickback if it is offered to a prime contractor or higher-tier-subcontractor
or one of its employees. In addition, the Foreign Corrupt Practices Act (FCPA)
makes it a crime to give anything of value to a public official in order to gain
favorable treatment for the Company. For additional details on gifts and gratuities
related to government contracts, refer to the sections on Government Customers
and the Foreign Corrupt Practices Act in this booklet.
Entertainment and Travel
Infrequently, you may offer and accept meals and entertainment
in connection with a business relationship, provided that your activities are
consistent with accepted business practices, not lavish or extravagant and do
not create a sense of obligation. If you expect meals and entertainment to be
outside the norm in terms of frequency and cost, you must obtain approval in advance
by an appropriate level of management.
you may not accept offers of expense-paid travel by a supplier or a customer unless
the trip involves a legitimate business purpose or is part of a group hosted by
the supplier or customer. Additionally the travel must be approved in advance
by an appropriate level of management.
following gifts are not permitted and may not be given or accepted by ("Company
Name") employees under any circumstances:
in cash or cash equivalents such as coupons or certificates redeemable for cash
of securities such as stocks, bonds or other negotiable instruments
of any kind, regardless of value, to government employees, public officials, government
contractors or subcontractors
other business courtesy given in an attempt to motivate you to do anything that
is prohibited by law, regulation or Company policy
an ("Company Name") employee, you are expected to use good judgment
and ensure that travel and entertainment expenditures on behalf of the Company
are reasonable and in accordance with Company policy. We do not condone, and we
will not reimburse, expenses incurred at any venue or establishment that would
reflect negatively on the Company. An example is any entertainment that is sexually
oriented, or that exploits anyone with respect to ethnic identity, race or religion.
These venues and others like them are not appropriate and should not be used for
business entertainment or meetings with customers, suppliers or other business
Trading and Stock Tips
Our success as a public company requires the trust of
our shareholders and the investment community at large. In order to maintain that
trust, we must not buy or sell stock or any other security on the basis of material
may have access to material non-public information about ("Company Name")
or other companies that is not available to people outside the company. Material
non-public information, also called "inside information," is unannounced
information about ("Company Name") or other companies that can influence
an investor to buy, hold or sell a stock. Some examples of material non-public
information include unannounced information like marketing plans, plans for mergers
and acquisitions, marketing strategy, financial results, new product development,
dividend policies, price changes, vendor contracts, procurement and manufacturing
plans, labor disputes, changes in top management or sales of significant assets.
is considered to be nonpublic unless it has been announced and the financial markets
have had time to digest the information. ("Company Name") policy allows
employees to trade stock on the third business day following an announcement.
should be careful not to knowingly or unintentionally pass on material non-public
information to anyone, including family or friends, who could then innocently
disclose the information to others. Passing this information to others can be
considered stock "tipping" if another person buys or sells securities
based on the information you provide. In that case, both you and the other person
could be guilty of insider trading. This is true even if you did not trade the
stock or gain any benefit from the sale of the stock by the other person.
trading and stock tipping is a violation of ("Company Name") policy
and Federal and state securities laws. Employees who engage in either are subject
to dismissal as well as severe penalties under the law. If you need assistance
in determining how the insider trading rules apply to specific situations, you
should contact the ("Company Name") Legal Department.
Each of us owes a duty to the Company to advance its legitimate
interests when the opportunity to do so arises. You must not use your position
with the Company, or any Company property or information, to compete with ("Company
Name") or personally gain or benefit from opportunities or ideas developed
in the course of your work for the Company. These opportunities and ideas are
the property of ("Company Name") and a conflict of interest may exist
if you use them for personal benefit without prior written consent from the Company.
In addition, you may not use your position with ("Company Name"), or
any ("Company Name") property or information, for the benefit of any
other person or organization even if you do not personally benefit.
You must be careful to avoid a potential conflict of interest if
you pursue another position outside the Company. If you do, your position must
not interfere with your ability to objectively perform your duties at ("Company
Name") or act in our best interest. While working for ("Company Name"),
you must not work for or benefit a competitor of ("Company Name") and
your work must not reflect negatively on the Company. In addition, you may not
use Company equipment in any outside employment.
you are considering an outside position, you should check with your supervisor
or manager before accepting it. Depending on the nature of the position, you may
be required to get approval from ("Company Name") management.
Interests In Other Companies
We respect your right to invest in other companies
as long as your financial interest does not conflict with your responsibilities
as an ("Company Name") employee or jeopardize the Company's reputation.
policy prohibits you or a family member from having a significant financial interest
in a company which does or seeks to do business with ("Company Name"),
unless the interest has been fully disclosed in writing to the Company and it
has been determined that it does not represent a conflict of interest. Family
members include close relatives (by blood or marriage) and also any person living
in your household.
Name") considers any financial interest to be "significant" if
it might influence your judgment or your actions on behalf of our Company. However,
an investment of less than 1% of the market value of a publicly traded company
may be disregarded.
on Boards and Committees
Employees are encouraged to participate in professional
organizations and community activities. However, if you receive an invitation
to serve as a board member of an outside company, advisory board, committee or
agency, you must obtain approval from the ("Company Name") Ethics Officer.
Approval is not required for membership on the boards of charitable or community
organizations as long as your activities do not conflict with your job responsibilities
or reflect negatively on the Company.