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Code of Ethics for Senior Financial Officers
In addition to being bound by all other provisions of this Code
of Conduct, the CEO and the CFO, Treasurer and Corporate Controller
and other senior financial officers performing similar functions
who have been identified by the CEO (collectively, the "Senior
Financial Officers") are subject to the following additional
specific policies (collectively referred to as the "Code of
Ethics"):
- The CEO and all Senior Financial Officers are responsible
for full, fair, accurate, timely and understandable disclosure
in the reports and documents that the Company files with, or submits
to, the Securities and Exchange Commission and in other public
communications made by the Company. Accordingly, it is the responsibility
of the CEO and each Senior Financial Officer promptly to bring
to the attention of the General Counsel or the CEO any material
information of which he or she may become aware that affects the
disclosures made by the Company in its public filings.
- The CEO and each Senior Financial Officer shall promptly
bring to the attention of the General Counsel or CEO any information
he or she may have concerning (a) significant deficiencies in
the design or operation of internal controls which could adversely
affect the Company's ability to record, process, summarize and
report financial data or (b) any fraud, whether or not material,
that involves management or other employees who have a significant
role in the Company's financial reporting, disclosures or internal
controls.
- The CEO and each Senior Financial Officer shall act
with honesty and integrity in the performance of his or her duties
at the Company, shall comply with laws, rules and regulations
of federal, state and local governments and other private and
public regulatory agencies that affect the conduct of the Company's
business and the Company's financial reporting.
- The CEO and each Senior Financial Officer shall promptly
bring to the attention of the General Counsel or the CEO any information
he or she may have concerning evidence of a material violation
of the securities or other laws, rules or regulations applicable
to the Company and the operation of its business, by the Company
or any agent thereof, or any violation of this Code of Ethics.
- The CEO and each Senior Financial Officer shall avoid
actual or apparent conflicts of interest between personal and
business relationships, such as holding a substantial equity,
debt, or other financial interest in any competitor, supplier
or customer of the Company, or having a personal financial interest
in any transaction involving the purchase or sale by the Company
of any products, materials, equipment, services or property, other
than through Company-sponsored programs. Any such actual or apparent
conflicts of interest shall be brought to the attention of the
General Counsel or the CEO.
- The Board of Directors shall determine, or designate
appropriate persons to determine, appropriate actions to be taken
in the event of violations of this Code of Ethics by the CEO and
the Company's Senior Financial Officers. Such actions shall be
reasonably designed to deter wrongdoing and to promote accountability
for adherence to this Code of Ethics, and may include written
notices to the individual involved that the Board has determined
that there has been a violation, censure by the Board, demotion
or re-assignment of the individual involved, suspension with or
without pay or benefits and termination of the individual's employment.
The Audit Committee of the Board of Directors shall
consider any request for a waiver of this Code and any amendments
to this Code, and all such waivers or amendments shall be disclosed
promptly as required by law.
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