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Section 3: Honest and Ethical Conduct - Conflicts of Interest
Honest and Ethical Conduct
Our Company is committed to honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. We recognize that investors are harmed when the real or apparent private interest of a director, officer, or employee is in conflict with the interests of the Company. This occurs, for example, when someone receives improper personal benefits as a result of his or her position with the Company, or has other duties, responsibilities, or obligations that run counter to his or her duty to the Company.
Conflicts of Interest
Our employees have many activities in their lives outside the Company. A "conflict of interest" arises when an employee's personal, social, financial or political activities have the potential of interfering with their loyalty and objectivity to the Company. Actual conflicts must be avoided, but even the appearance of a conflict of interest can be harmful, too.
Described below are common ways that conflicts of interest can arise.
1. Outside Employment and Affiliations: A second job with, performing services for, or serving as a director or consultant for an organization that is a competitor, customer, business partner, or supplier of goods or services, raises an actual or possible conflict of interest. Some arrangements of this kind are always impermissible--for example, working for or providing services to anyone you deal with as part of your job.
You should review all outside affiliations with competitors, customers, business partners, or suppliers with your supervisor. You and your supervisor may seek further guidance from the Compliance Officer.
2. Jobs and Affiliations of Close Relatives: The work activities of close relatives can create conflicts of interest, too. If you learn that a "close relative" works or performs services for any competitor, customer, business partner, or supplier, promptly notify your supervisor. You and your supervisor can then consult with the Compliance Officer.
3. Boards of Directors: You may be asked at some time to serve on the board of directors of another organization and this can, in some cases, raise a conflict of interest or even a legal issue. Before accepting a position as a board member, always review this with the Compliance Officer.
Corporate Opportunities
Employees, officers, and directors also may not use Company property or information, or their positions with the Company, for personal gain. You should never take for yourself business opportunities that you learn about through your work at the Company. You should also never engage in any business activities that compete with the Company.
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Q: What should I do if I find myself faced with a conflict of interest situation?
A: If you find yourself faced with a potential conflict of interest, it is important to resolve the conflict as soon as possible. You should:
1. Disclose the conflict (or potential conflict) to your manager or supervisor.
2. Remove yourself from any decision-making responsibility that relates to--or may appear to relate to--the situation.
3. Ensure that you always put the best interest of the Company first--ahead of any competing personal interest.
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