The successful business operation and reputation of Chyron is built upon the principles of fair dealing and ethical conduct of our directors, officers and employees. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as a scrupulous regard for the highest standards of conduct and personal integrity. This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of business conduct. This Code of Business Conduct and Ethics applies to directors, officers and employees of Chyron Corporation (the "Corporation"). Therefore, all Corporation directors, officers and employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all agents and contractors are aware of, understand and adhere to these standard s.
Because the principles described in this Code of Business Conduct and Ethics are general in nature, you should also review all applicable Corporation policies and procedures for more specific instruction, and contact the Human Resources Department if you have any questions.
Nothing in this Code of Business Conduct and Ethics, in any Corporation policies and procedures, or in other related communications (verbal or written) creates or implies an employment contract or term of employment.
We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code of Business Conduct and Ethics is subject to modification. This Code of Business Conduct and Ethics supersedes all other such codes, policies, procedures, instructions, practices, rules or written or verbal representations to the extent they are inconsistent.
Please sign the acknowledgment form at the end of this Code of Business Conduct and Ethics and return the form to the Human Resources Department indicating that you have received, read, understand and agree to comply with the Code of Business Conduct and Ethics.
The signed acknowledgment form will be located in your personnel file.
Ethical business conduct is critical to our business. As a director, officer or employee, your responsibility is to respect and adhere to these practices. Many of these practices reflect legal or regulatory requirements. Violations of these laws and regulations can create significant liability for you, the Corporation, its directors, officers, and other employees.
Part of your job and ethical responsibility is to help enforce this Code of Business Conduct and Ethics. You should be alert to possible violations and report possible violations to the Human Resources Department or the Chief Financial Officer ("CFO").
You must cooperate in any internal or external investigations of possible violations.
Reprisal, threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of law, this Code of Business Conduct or other Corporation
policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.
Violations of law, this Code of Business Conduct and Ethics, or other Corporation policies or procedures should be reported to the Human Resources Department or the CFO.
Violations of law, this Code of Business Conduct and Ethics or other Corporation policies or procedures by Corporation directors, officers or employees can lead to disciplinary action up to and including termination.
In trying to determine whether any given action is appropriate, use the following test. Imagine that the words you are using or the action you are taking is going to be fully disclosed in the media with all the details, including your photo. If you are uncomfortable with the idea of this information being made public, perhaps you should think again about your words or your course of action.
In all cases, if you are unsure about the appropriateness of an event or action, please seek assistance in interpreting the requirements of these practices by contacting the Human Resources Department or the CFO.
- General Standards of Conduct
The Corporation expects all directors, officers, employees, agents and contractors to exercise good judgment to ensure the safety and welfare of employees, agents and contractors and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization. These standards apply while working on our premises, at offsite locations where our business is being conducted, at Corporation-sponsored business and social events, or at any other place where you are a representative of the Corporation. Directors, officers, employees, agents or contractors who engage in misconduct or whose performance is unsatisfactory may be subject to corrective action, up to and including termination. You should review our employment handbook for more detailed information.
- Applicable Laws
All Corporation directors, officers, employees, agents and contractors must comply with all applicable laws, regulations, rules and regulatory orders. Corporation directors, officers and employees located outside of the United States must comply with laws, regulations, rules and regulatory orders of the United States, including the Foreign Corrupt Practices Act and the U.S. Export Control Act, in addition to applicable local laws. Each director, officer, employee, agent and contractor must acquire appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or her to recognize potential dangers and to know when to seek advice from the Human Resources Department or the CFO on specific Corporation policies and procedures. Violations of laws, regulations, rules and orders may subject the director, officer, employee, agent or contractor to individual criminal or civil liability, as well as to discipline by
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the Corporation. Such individual violations may also subject the Corporation to civil or criminal liability or the loss of business.
- Conflicts of Interest
Each of us has a responsibility to the Corporation, our stockholders and each other.
Although this duty does not prevent us from engaging in personal transactions and investments, it does demand that we avoid situations where a conflict of interest might occur or appear to occur. The Corporation is subject to scrutiny from many different individuals and organizations.
We should always strive to avoid even the appearance of impropriety.
What constitutes conflict of interest? A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Corporation.
Examples include:
- Employment/Outside Employment
.In consideration of your appointment or employment with the Corporation, you are expected to devote your full attention to the business interests of the Corporation. You are prohibited from engaging in any activity that interferes with your performance or responsibilities to the Corporation or is otherwise in conflict with or prejudicial to the Corporation. Our policies prohibit any director, officer or employee from accepting simultaneous employment with a Corporation supplier, customer, developer or competitor, or from taking part in any activity that enhances or supports a competitor's position. Additionally, you must disclose to the Corporation any interest that you have that may conflict with the business of the Corporation. If you have any questions on this requirement, you should contact your supervisor or the Human Resources Department.
- Outside Directorships
.It is a conflict of interest to serve as a director of any Corporation that competes with the Corporation. Although you may serve as a director of a Corporation supplier, customer, developer, or other business partner, our policy requires that you first obtain approval from the Corporation's Board of Directors before accepting a directorship. Any compensation you receive should be commensurate to your responsibilities.
Such approval may be conditioned upon the completion of specified actions.
- Business Interests
.If you are considering investing in a Corporation customer, supplier or competitor, you must first take great care to ensure that these investments do not compromise your responsibilities to the Corporation. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment; your ability to influence the Corporation's decisions; your access to confidential information of the Corporation or of the other corporation; and the nature of the relationship between the Corporation and the other corporation.
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- Related Parties
.As a general rule, you should avoid conducting Corporation business with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role. Relatives include spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. Significant others include persons living in a spousal (including same sex) or familial fashion with an employee.
If such a related party transaction is unavoidable, you must fully disclose the nature of the related party transaction to the Corporation's CFO. If determined to be material to the Corporation by the CFO, the Corporation's Audit Committee must review and approve in writing in advance such related party transactions. The most significant related party transactions, particularly those involving the Corporation's directors or executive officers, must be reviewed and approved in writing in advance by the Corporation's Board of Directors. The Corporation must report all such material related party transactions under applicable accounting rules, federal securities laws, and Securities and Exchange Commission (the "SEC") rules and regulations, and securities market rules. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to this business.
The Corporation discourages the employment of relatives and significant others in positions or assignments within the same department and prohibits the employment of such individuals in positions that have a financial dependence or influence (e.g., an auditing or control relationship, or a supervisor/subordinate relationship). The purpose of this policy is to prevent the organizational impairment and conflicts that are a likely outcome of the employment of relatives or significant others, especially in a supervisor/subordinate relationship. If a question arises about whether a relationship is covered by this policy, the Human Resources Department is responsible for determining whether an applicant or transferee's acknowledged relationship is covered by this policy. The Human Resources Department shall advise all affected applicants and transferees of this policy. Willful withholding of information regarding a prohibited relationship/reporting arrangement may be subject to corrective ac tion, up to and including termination. If a prohibited relationship exists or develops between two employees, the employee in the senior position must bring this to the attention of his/her supervisor. The Corporation retains the prerogative to separate the individuals at the earliest possible time, either by reassignment or by termination, if necessary.
- Other Situations
.Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts in your mind you should consult the CFO.
- Corporate Opportunities
Employees, officers and directors may not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Corporation's Board of Directors and the Board of Directors declines to pursue such opportunity.
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- Protecting the Corporation's Confidential Information
The Corporation's confidential information is a valuable asset. The Corporation's confidential information includes our database of customer contacts; details regarding our equipment procurement sources; names and lists of customers, suppliers and employees; and financial information. This information is the property of the Corporation and may be protected by patent, trademark, copyright and trade secret laws. All confidential information must be used for Corporation business purposes only. Every director, officer, employee, agent and contractor must safeguard it.
THIS RESPONSIBILITY INCLUDES NOT DISCLOSING THE CORPORATION CONFIDENTIAL INFORMATION SUCH AS INFORMATION REGARDING THE CORPORATION'S PRODUCTS OR BUSINESS OVER THE INTERNET.
You are also responsible for safeguarding, securing and proper disposal of confidential information in accordance with the Corporation's policy on Maintaining and Managing Records set forth in Section III.I of this Code of Business Conduct and Ethics. This obligation extends to confidential information of third parties, which the Corporation has rightfully received under Non-Disclosure Agreements. See the Corporation's policy dealing with Handling Confidential Information of Others set forth in Section IV.D of this Code of Business Conduct and Ethics.
- Proprietary Information and Invention Agreement
.When you joined the Corporation, you signed an agreement to protect and hold confidential the Corporation's proprietary information. This agreement remains in effect for as long as you work for the Corporation and after you leave the Corporation. Under this agreement, you may not disclose the Corporation's confidential information to anyone or use it to benefit anyone other than the Corporation without the prior written consent of an authorized Corporation officer.
- Disclosure of Corporation Confidential Information
.To further the Corporation's business, from time to time our confidential information may be disclosed to potential business partners. However, such disclosure should never be done without carefully considering its potential benefits and risks. If you determine in consultation with your manager and other appropriate Corporation management that disclosure of confidential information is necessary, you must then contact the CFO to ensure that an appropriate written nondisclosure agreement is signed prior to the disclosure. The Corporation has standard nondisclosure agreements suitable for most disclosures. You must not sign a third party's nondisclosure agreement or accept changes to the Corporation's standard nondisclosure agreements without review and approval by the CFO. In addition, all Corporation materials that contain Corporation confidential information, including presentations, must be reviewed and approved by the CEO, CFO or COO prior to publication or use.
Furthermore, any employee publication or publicly made statement that might be perceived or construed as attributable to the Corporation, made outside the scope of his or her employment with the Corporation, must be reviewed and approved in writing in advance by the CEO and must include the Corporation's standard disclaimer that the publication or statement represents the views of the specific author and not of the Corporation.
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- Requests by Regulatory Authorities
.The Corporation and its directors, officers, employees, agents and contractors must cooperate with appropriate government inquiries and investigations. In this context, however, it is important to protect the legal rights of the Corporation with respect to its confidential information. All government requests for information, documents or investigative interviews must be referred to the CFO. No financial information may be disclosed without the prior approval of the CFO.
- Corporation Spokespeople
.Specific policies have been established regarding who may communicate information to the press and the financial analyst community. All inquiries or calls from the press and financial analysts should be referred to the CFO. The Corporation has designated its CEO and CFO as official Corporation spokespeople for financial matters. The Corporation has designated its CEO and COO as official Corporation spokespeople for marketing, technical and other such information. These designees are the only people who may communicate with the press on behalf of the Corporation, unless approved in advance by the CEO, CFO or COO as appropriate.
- Obligations Under Securities Laws- "Insider" Trading
Obligations under the U.S. securities laws apply to everyone. In the normal course of business, officers, directors, employees, agents, contractors and consultants of the Corporation may come into possession of significant, sensitive information. This information is the property of the Corporation -- you have been entrusted with it. You may not profit from it by buying or selling securities yourself, or passing on the information to others to enable them to profit or for them to profit on your behalf. The purpose of this policy is both to inform you of your legal responsibilities and to make clear to you that the misuse of sensitive information is contrary to Corporation policy and U.S. securities laws.
Insider trading is a crime, penalized by fines of up to $5,000,000 and 20 years in jail for individuals. In addition, the SEC may seek the imposition of a civil penalty of up to three times the profits made or losses avoided from the trading. Insider traders must also disgorge any profits made, and are often subjected to an injunction against future violations. Finally, insider traders may be subjected to civil liability in private lawsuits.
Employers and other controlling persons (including supervisory personnel) are also at risk under U.S. securities laws. Controlling persons may, among other things, face penalties of the greater of $5,000,000 or three times the profits made or losses avoided by the trader if they recklessly fail to take preventive steps to control insider trading.
Thus, it is important both to you and the Corporation that insider-trading violations not occur. You should be aware that stock market surveillance techniques are becoming increasingly sophisticated, and the chance that U.S. federal or other regulatory authorities will detect and prosecute even small-level trading is significant. Insider trading rules are strictly enforced, even in instances when the financial transactions seem small. You should contact the CFO or the Human Resources Department if you are unsure as to whether or not you are free to trade.
The Corporation has imposed a trading blackout period on members of the Board of Directors, executive officers and all employees. Directors, executive officers and employees may not trade
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in Corporation securities during the blackout periods. The very same restrictions apply to family members and others living in the same household as a Director, executive officer or employee. Employees are expected to be responsible for the compliance of their immediate families and personal households.
For more details you should review the Chyron Corporation Statement of Company Policy regarding insider trading compliance. You can request a copy of this policy from the Human Resources Department. You should take a few minutes to read the policy regarding insider trading compliance carefully, paying particular attention to the potential criminal and civil liability and/or disciplinary action for insider trading violations. Directors, officers, employees, agents and contractors of the Corporation who violate this policy are also be subject to disciplinary action by the Corporation, which may include termination of employment or of business relationship. All questions regarding the Chyron Corporation Statement of Company Policy should be directed to the CFO or Human Resources Department.
- Prohibition against Short Selling of Corporation Stock
No Corporation director, officer or other employee, agent or contractor may, directly or indirectly, sell any equity security, including derivatives, of the Corporation if he or she (1) does not own the security sold, or (2) if he or she owns the security, does not deliver it against such sale (a "short sale against the box") within twenty days thereafter, or does not within five days after such sale deposit it in the mails or other usual channels of transportation. No Corporation director, officer or other employee, agent or contractor may engage in short sales. A short sale, as defined in this policy, means any transaction whereby one may benefit from a decline in the Corporation's stock price. While securities law does not prohibit employees who are not executive officers or directors from engaging in short sales of Corporation securities, the Corporation has adopted as policy that employees may not do so.
- Use of Corporation's Assets
- General
.Protecting the Corporation's assets is a key fiduciary responsibility of every director, officer, employee, agent and contractor. Care should be taken to ensure that assets are not misappropriated, loaned to others, or sold or donated, without appropriate authorization. All Corporation directors, officers, employees, agents and contractors are responsible for the proper use of Corporation assets, and must safeguard such assets against loss, damage, misuse or theft.
Directors, officers, employees, agents or contractors who violate any aspect of this policy or who demonstrate poor judgment in the manner in which they use any Corporation asset may be subject to disciplinary action, up to and including termination of employment or business relationship at the Corporation's sole discretion. Corporation equipment and assets are to be used for Corporation business purposes only. Directors, officers, employees, agents and contractors may not use Corporation assets for personal use, nor may they allow any other person to use Corporation assets. All questions regarding this policy should be brought to the attention of the Corporation's Human Resources Department.
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- Physical Access Control
.The Corporation has and will continue to develop procedures covering physical access control to ensure privacy of communications, maintenance of the security of the Corporation communication equipment, and safeguard Corporation assets from theft, misuse and destruction. You are personally responsible for complying with the level of access control that has been implemented in the facility where you work on a permanent or temporary basis. You must not defeat or cause to be defeated the purpose for which the access control was implemented.
- Corporation Funds
.Every Corporation director, officer or employee is personally responsible for all Corporation funds over which he or she exercises control. Corporation agents and contractors should not be allowed to exercise control over Corporation funds. Corporation funds must be used only for Corporation business purposes. Every Corporation director, officer, employee, agent and contractor must take reasonable steps to ensure that the Corporation receives good value for Corporation funds spent, and must maintain accurate and timely records of each and every expenditure. Expense reports must be accurate and submitted in a timely manner. Corporation directors, officers, employees, agents and contractors must not use Corporation funds for any personal purpose.
- Computers and Other Equipment
.The Corporation strives to furnish directors, officers and employees with the equipment necessary to efficiently and effectively do their jobs. You must care for that equipment and use it responsibly only for Corporation business purposes. If you use Corporation equipment at your home or off site, take precautions to protect it from theft or damage, just as if it were your own. If the Corporation no longer employs you, you must immediately return all Corporation equipment. While computers and other electronic devices are made accessible to directors, officers and employees to assist them to perform their jobs and to promote Corporation's interests, all such computers and electronic devices, whether used entirely or partially on the Corporation's premises or with the aid of the Corporation's equipment or resources, must remain fully accessible to the Corporation and, to the maximum extent permitted by law, will remain the sole and exclusive property of the Corporation.
Directors, officers, employees, agents and contractors should not maintain any expectation of privacy with respect to information transmitted over, received by, or stored in any electronic communications device owned, leased, or operated in whole or in part by or on behalf of the Corporation. To the extent permitted by applicable law, the Corporation retains the right to gain access to any information received by, transmitted by, or stored in any such electronic communications device, by and through its directors, officers, employees, agents, contractors, or representatives, at any time, either with or without a director's, officer's, employee's or third party's knowledge, consent or approval.
- Software
.All software used by directors, officers and employees to conduct Corporation business must be appropriately licensed. Never make or use illegal or unauthorized copies of any software, whether in the office, at home, or on the road, since doing so may constitute copyright infringement and may expose you and the Corporation to potential civil and criminal liability. In addition, use of illegal or unauthorized copies of software may subject the director, officer and employee to disciplinary action, up to and including termination. The Corporation's IT Department will inspect Corporation computers periodically to verify that only approved and licensed software has been installed. Any non-licensed/supported software will be removed.
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- Electronic Usage
.The purpose of this policy is to make certain that directors, officers and employees utilize electronic communication devices in a legal, ethical, and appropriate manner. This policy addresses the Corporation's responsibilities and concerns regarding the fair and proper use of all electronic communications devices within the organization, including computers, e-mail, connections to the Internet, intranet and extranet and any other public or private networks, voice mail, video conferencing, facsimiles, and telephones. Posting or discussing information concerning the Corporation's products or business on the Internet without the prior written consent of the Corporation's COO or CFO, respectively, is prohibited. Any other form of electronic communication used by directors, officers or employees currently or in the future is also intended to be encompassed under this policy. It is not possible to identify every standard and rule applicable to the use of electronic communications devi ces. Directors, officers and employees are therefore encouraged to use sound judgment whenever using any feature of our communications systems. You are expected to review, understand and follow such policies and procedures.
(vii)Internet Usage
Internet access to global electronic information resources on the World Wide Web is provided by Chyron to assist employees in obtaining work-related data and technology. The following guidelines have been established to help ensure responsible and productive Internet usage. While Internet usage is intended for job-related activities, incidental and occasional brief personal use is permitted within reasonable limits.
All Internet data that is composed, transmitted, or received via our computer communications systems is considered to be part of the official records of Chyron and, as such, is subject to disclosure to law enforcement or other third parties. Consequently, directors, officers and employees should always ensure that the business information contained in Internet email messages and other transmissions is accurate, appropriate, ethical, and lawful.
Data that is composed, transmitted, accessed, or received via the Internet must not contain content that could be considered discriminatory, offensive, obscene, threatening, harassing, intimidating, or disruptive to any employee or other person. Examples of unacceptable content may include, but are not limited to, sexual comments or images, racial slurs, gender-specific comments, or any other comments or images that could reasonably offend someone on the basis of race, age, sex, religious or political beliefs, national origin, disability, sexual orientation, or any other characteristic protected by law.
The unauthorized use, installation, copying, or distribution of copyrighted, trademarked, or patented material on the Internet is expressly prohibited. As a general rule, if an employee did not create material, does not own the rights to it, or has not gotten authorization for its use, it should not be put on the Internet. Employees are also responsible for ensuring that the person sending any material over the Internet has the appropriate distribution rights.
To ensure a virus-free environment, no files may be downloaded from the Internet unless Corporation approved and updated anti-virus software is installed and running on your computer. It is against Corporation policy to disable anti-virus software on any Corporation computer.
Abuse of the Internet access provided by Chyron in violation of law or Chyron policies will result in disciplinary action, up to and including termination of employment. Directors, officers and employees may also be held personally liable for any violations of this policy. The following behaviors are examples of previously stated or additional actions and activities that are prohibited and can result in disciplinary
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action:
* Sending or posting discriminatory, harassing, or threatening messages or images
* Using the organization's time and resources for personal gain
* Stealing, using, or disclosing someone else's code or password without authorization
* Copying, pirating, or downloading software and electronic files without permission
* Sending or posting confidential material, trade secrets, or proprietary information outside of the organization
* Failing to observe licensing agreements
* Engaging in unauthorized transactions that may incur a cost to the organization or initiate unwanted Internet services and transmissions
* Sending or posting messages or material that could damage the organization's image or reputation
* Participating in the viewing or exchange of pornography or obscene materials
* Sending or posting messages that defame or slander other individuals
* Attempting to break into the computer system of another organization or person
* Refusing to cooperate with a security investigation
* Sending or posting chain letters, solicitations, or advertisements not related to business purposes or activities
* Using the Internet for political causes or activities, religious activities, or any sort of gambling
* Jeopardizing the security of the organization's electronic communications systems
* Sending or posting messages that disparage another organization's products or services
* Passing off personal views as representing those of the organization
* Sending anonymous email messages
* Engaging in any other illegal activities
- Maintaining and Managing Records
The purpose of this policy is to set forth and convey the Corporation's business and legal requirements in managing records, including all recorded information, regardless of medium or characteristics. Records include paper documents, CDs, computer hard disks, email, floppy disks, microfiche, microfilm or all other media. Local, state, federal, foreign and other applicable laws, rules and regulations to retain certain records and to follow specific guidelines in managing its records require the Corporation to comply with such mandates. Civil and criminal penalties for failure to comply with such guidelines can be severe for directors, officers, employees, agents, contractors and the Corporation, and failure to comply with such guidelines may subject the director, officer, employee, agent or contractor to disciplinary action, up to and including termination of employment or business relationship at the Corporation's sole discretion. All original executed documents that evidence cont ractual commitments or other obligations of the Corporation must be forwarded to sales administration if pertaining to dealer distribution or customer sales contracts, or the CFO for all others, promptly upon completion. Such documents will be maintained and retained in accordance with the Corporation's record retention policies
- Records on Legal Hold.
A legal hold suspends all document destruction procedures in order to preserve appropriate records under special circumstances, such as litigation or government investigations. The Corporation's Legal Counsel determines and identifies what types of Corporation records or
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documents are required to be placed under a legal hold. Every Corporation director, officer, employee, agent and contractor must comply with this policy. Failure to comply with this policy may subject the director, officer, employee, agent or contractor to disciplinary action, up to and including termination of employment or business relationship at the Corporation's sole discretion.
The Corporation's CFO will notify you if a legal hold is placed on records for which you are responsible. You then must preserve and protect the necessary records in accordance with instructions from the Corporation's Legal Counsel.
RECORDS OR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT BE DESTROYED, ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES.
A legal hold remains effective until it is officially released in writing by the Corporation's Legal Counsel.
If you are unsure whether a document has been placed under a legal hold, you should preserve and protect that document while you check with the CFO or the Human Resources Department.
- Payment Practices
- Accounting Practices
.The Corporation's responsibilities to its stockholders and the investing public require that all transactions be fully and accurately recorded in the Corporation's books and records in compliance with all applicable laws. False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation and approval are strictly prohibited and violate Corporation policy and the law.
Additionally, all documentation supporting a transaction should fully and accurately describe the nature of the transaction and be processed in a timely fashion.
- Political Contributions
.The Corporation reserves the right to communicate its position on important issues to elected representatives and other government officials. It is the Corporation's policy to comply fully with all local, state, federal, foreign and other applicable laws, rules and regulations regarding political contributions. The Corporation's funds or assets must not be used for, or be contributed to, political campaigns or political practices under any circumstances without the prior written approval of the Corporation's General Counsel and, if required, the Board of Directors.
- Prohibition of Inducements
.Under no circumstances may directors, officers, employees, agents or contractors offer to pay, make payment, promise to pay, or issue authorization to pay any money, gift, or anything of value to customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to improperly influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy. Questions regarding whether a particular payment or gift violates this policy should be directed to the CFO or the Human Resources Department.
