Corporate Governance
Administration
General
Managers are responsible for ensuring that their exempt employees have read the Company’s Code of Ethics and related Policies. Human Resources is responsible for providing copies of the Policies in the new employee package for all salaried exempt new hires.
Questionnaire and Disclosure
During the first quarter of each calendar year, the General Counsel will send to certain employees questionnaires to ascertain compliance with this Policy. These employees will be identified by the responsible senior officers upon request by the General Counsel.
Employees are expected to respond fully and candidly to the questionnaire. To ensure confidentiality and consistency in handling, questionnaires will be reviewed by only the General Counsel and by the Chief Executive Officer.
If any event or set of circumstances occurs or appears likely to occur that might create a conflict not previously disclosed or to deviate from the standards described herein, the employee is expected to make the relevant facts known to the Company and to follow its recommendations. Employees are encouraged to discuss such matters first with their supervisors, but they may consult either of the officers mentioned above.
Special Responsibilities of the CEO and Senior Financial Officers
The Chief Executive Officer and all senior financial officers, including the Chief Financial Officer, Controller and Treasurer, are bound by the provisions set forth above relating to ethical conduct, conflicts of interest and compliance with law. In addition, the Chief Executive Officer and senior financial officers are subject to the following specific policies:
The Chief Executive Officer and all senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the Securities and Exchange Commission, and in all other public communications made by the Company. Accordingly, it is the responsibility of the Chief Executive Officer and each senior financial officer promptly to bring or cause to be brought to the attention of the Disclosure Committee any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings and other public communications or otherwise assist the Disclosure Committee in fulfilling its responsibilities as specified in the Committee’s charter.
The Chief Executive Officer and each senior financial officer shall promptly bring or cause to be brought to the attention of the General Counsel and to the Board of Directors any information he or she may have concerning any violation of this policy, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
The Chief Executive Officer and each senior financial officer shall promptly bring or cause to be brought to the attention of the General Counsel and to the Board of Directors 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 if its business, by the Company or any agent thereof, or of violation of this policy.
The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this policy by the Chief Executive Officer and the Company’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this policy 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 (as determined by the Board), termination of the individual’s employment and referral to public law enforcement authorities for possible prosecution. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.
If you have questions about this policy, contact the office of General Counsel, (858) 436-3368. This online policy supersedes all other versions of the policy.
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