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Section 6: Compliance with Laws, Rules and Regulations
Compliance with Applicable Laws
The Company is committed to compliance with all applicable governmental laws, rules, and regulations. No one is authorized to direct you to break the law.
The Guide to Governmental Laws, Rules and Regulations
The Guide to Governmental Laws, Rules, and Regulations helps explain for you some of the legal requirements that apply to our Company. You should familiarize yourself with this Guide, especially the portions that apply to your job activities. Of course, no one code or guide can cover every law or explain everything you need to know. You should always review any questions you may have with your supervisor or the Compliance Officer.
Insider Trading
In order to protect the investing public, securities laws make it illegal for those with "inside information" to buy or sell securities (stocks, bonds, options, etc.).
"Inside information" means information that:
- is not available to the public, and
- is "material."
What is material information? It is information that a reasonable investor would likely consider important in deciding whether to purchase or sell a security.
Many of our employees may have inside information simply by virtue of their positions. Inside information might include, for example:
- new offerings by the Company
- significant new contracts
- dividend information
- mergers, acquisitions, and joint ventures
- major developments in litigation
- earnings statements and forecasts
- expected governmental actions
- major business transactions
If you have knowledge of any of these kinds of information--and the information is non-public--this is inside information, and no employee may buy or sell securities using it.
You may not tip someone else. The rule about inside information also applies to people outside of the Company who get the information from one of our employees (an employee's spouse, friends, broker, etc.). You must never give someone outside of the Company a "tip" regarding non-public inside information--this includes discussions on Internet "chat rooms."
You may not misuse information from another company. Inside information can also be information you obtained confidentially during the course of your work about another publicly traded company--for example, from a business partner or supplier.
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Q: I often run into our competitors on sales calls or at trade show events. What should I do if a competitor tries to engage me in a conversation about customers, prices, or other competitive issues?
A: You should end the conversation immediately and call the Company's Compliance Officer. A conversation regarding price or other competitive issues with a competitor can quickly become very dangerous.
For example, it is a felony for competitors to agree--even "informally"--on what prices they will charge or which contracts they will each bid for. If you're faced with this situation, stop the conversation immediately and get advice.
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