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GENERAL COMMUNICATION, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Preamble
Declaration of Principles
We, the officers, directors and employees ("Employees") of General
Communication, Inc. and each of its subsidiaries (collectively, "Company"),
believe that our success as an organization is determined by our decisions and
actions as individuals. We are committed to complying with all applicable law
and regulations and the terms of this Code of Business Conduct and Ethics
("Code"). We adopted this Code to set forth certain standards for our behavior.
This Code defines how we conduct ourselves, how we make decisions and
for what we stand. By adhering to this Code, we will maintain focus and harmony
in pursuit of our mission as the Company.
Our Identity
Overview
We are committed and resolve to follow the highest level of honest and
ethical conduct in all Company business activities including, but not limited
to, the Company's relationship with its Employees, customers, vendors,
competitors, government and the public. Each Employee must conduct himself or
herself in accordance with the provisions and intent of this Code and must avoid
even the appearance of improper behavior.
Each corporate officer and director of the Company is required to
comply with this Code. Integrity in our business starts at the top.
Through this Code, we resolve to maintain an environment of honesty and
accountability. A violation of this Code may result in corrective or
disciplinary action as provided below. Our actions, in conjunction with the
Company, reflect on our reputation, individually, as Employees and,
collectively, as the Company. In this regard, we resolve to maintain the
following characteristics as the Company and individually.
Our Conduct
This Code has been adopted by the board of directors of General
Communication, Inc. and by the boards of directors of each of its subsidiaries
and, in addition to applying to officers and directors, it applies to all
Employees.
This Code summarizes the standards by which we must be guided as
Employees. It is not the intent of this Code to cover in precise detail every
issue that may arise in the context of
business conduct or ethics. However, it establishes principles by which we
resolve to be guided. If you have any questions about this Code or its
applicability, please contact the Company's Chief Financial Officer, or the
Nominating and Corporate Governance Committee of the Board of Directors (each of
these persons are referred to in this Code as an "Appropriate Authority") or
your supervisor.
The following are specific areas of conduct to which all Employees are
subject in their dealings with, or on behalf of, the Company.
Conflict of Interest - Act in the best interest of the Company, and avoid
situations which may conflict with this obligation.
o A conflict of interest occurs when an Employee's private interest
interferes in any way with the Company's interest.
o A conflict of interest can arise when an Employee works for a
competitor, invests in, or does business with, an organization
that does business with the Company, employs or supervises an
immediate family member or receives a gift or special treatment of
significant value from an organization that does business with the
Company. No gift may be in the form of cash or cash equivalents. A
conflict can arise when an Employee (or a family member) receives
improper personal benefit resulting from the Employee's position
with the Company.
o Should a conflict (or even an appearance of conflict) of interest
arise, the Employee should report the matter to an Appropriate
Authority.
o An Employee having any question as to whether a conflict (or even
an appearance of conflict) of interest could arise in a given
situation should contact an Appropriate Authority.
Corporate Opportunity - Promptly disclose opportunities or ideas pertaining to
Company business.
o An Employee is prohibited from taking a personal interest in a
business opportunity discovered through use of corporate position,
information or property or that properly belongs to the Company.
An Employee must not compete with, and in particular, must not use
corporate position, information, or property for personal gain or
to compete with, the Company.
Workplace Conduct - Conduct yourself in a professional and businesslike manner.
o An Employee is expected to follow Company policies on equal
opportunity and prohibited harassment in the workplace.
o An Employee is expected to follow Company policies on a safe work
environment. An Employee is to follow safety rules published by
the Company and to report to an Appropriate Authority any unsafe
conditions or incidents.
Company Records - If a part of your responsibilities with the Company includes
creating and maintaining records, create and maintain accurate and truthful
records in carrying out those responsibilities.
o All Company books, records, accounts, and other financial
statements must be maintained accurately and with adequate detail
to conform with legal requirements and the Company's internal
controls system. Records must be maintained or destroyed only
according to the Company's record retention policies. Any
questions regarding implementation and carrying out of these
obligations are to be referred to the Chief Financial Officer.
Protection and Proper Use of Company Property - In carrying out duties and
responsibilities to the Company, protect and safeguard its property.
o It is the responsibility of every Employee to protect Company
property against loss, theft, misuse and waste. Improper use,
defrauding or theft of Company property directly impacts the
profitability of the Company. Such activity is to be reported to
an Appropriate Authority for review and appropriate action.
o Employees are to maintain confidentiality of information entrusted
to them by the Company, except when disclosure is authorized or
mandated by law. Whenever feasible, Employees shall consult with
an Appropriate Authority if they believe they have a legal
obligation to disclose confidential information before disclosing
the confidential information. This information includes all
non-public information that might, if disclosed, be of use to
competitors or otherwise harmful to the Company or its customers.
Insider Information - Do not use confidential, material information to trade in
securities of the Company or provide that information to a family member, friend
or any other person. Do not use such information for personal gain.
o Engaging in such activity is both unethical and illegal. All
Company non-public information is considered confidential and
proprietary. It must not be used for personal gain. The term
"material information" means any information reasonably expected
to affect the price of the Company's securities and which would be
considered important by an investor or prospective investor in
those securities.
o Employees must comply with the Company's prohibition of insider
trading policy, a copy of which is available from the Chief
Financial Officer.
o Officers and directors of the Company must, in addition, comply
with the Company's policy in trading in securities of the Company,
a copy of which is available from the Chief Financial Officer.
Financial and Other Disclosures - As a public company, it is extremely important
that the Company's filings with the Securities and Exchange Commission be full,
fair, accurate, timely and understandable. This standard also applies to all
other governmental filings and to all
public communications made by the Company.
o An Employee may be called upon to provide necessary information to
assure that the Company's public reports are complete, fair and
understandable. The Company expects Employees to take this
responsibility very seriously and to provide prompt accurate
answers to inquiries related to the Company's public disclosure
requirements.
o The Company must comply with extensive and complex accounting
requirements. To meet these requirements, the Company must rely
upon each Employee's truthfulness in accounting practices. All of
the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately
reflect the Company's transactions and must conform both to
applicable legal requirements and to the Company's system of
internal controls.
o No Employee shall take any action intended to influence improperly
the Company's auditors or the conduct of the Company's audits for
the purpose of rendering the financial statements of the Company
misleading.
Compliance - Adhere to all applicable governmental laws, rules, and regulations
in jurisdictions in which the Company does business.
o These laws include, but are not limited to, federal and state
workplace provisions, prohibitions on insider trading,
environmental laws, and other federal and state laws, local
ordinances and related regulations.
o Questions regarding compliance with this Code shall be directed to
an Appropriate Authority.
Violations - Violations or suspected violations of the Code can have serious
consequences.
o Violation of this Code, including knowingly failing to report a
material violation by another Employee, is cause for immediate
corrective or disciplinary action, including possible dismissal
and termination of employment. In this context, an Employee will
not be permitted to justify an act or failure to act in violation
of this Code by claiming it was ordered or authorized by a
supervisor or another Employee.
Reporting Illegal, Unethical Behavior - Report known or suspected violations of
this Code as provided in it.
o Each Employee is urged to bring suspected illegal or unethical
behavior-related violations of the Code which he or she has
observed to the attention of an Appropriate Authority for review
and appropriate action.
o In the context of suspected illegal or unethical behavior-related
violations pertaining to accounting, internal controls on
accounting or audit matters, the Appropriate Authority is the
Audit Committee. In this instance, the Audit Committee, in
accordance with the Company's Audit Committee Charter, shall
review and recommend appropriate action to be taken by the
Company's Board of Directors.
o In the context of all other matters subject to this Code, an
Appropriate Authority or supervisor, and procedure for processing
a suspected violation of this Code are as set forth in the
Company's Nominating and Corporate Governance Committee Charter.
o Retaliation against an Employee who, in good faith, reports
suspected violations of this Code or other illegal conduct, is
prohibited.
o Reporting of suspected violations of this Code may be done
anonymously and confidentially in writing to an Appropriate
Authority. An anonymous report must provide sufficient information
about the activity to allow an independent investigation of it by
the Company.
o Employees are required to cooperate in investigations of
misconduct and unethical behavior under this Code.
o An Employee, when confronted with a particular transaction or
situation and uncertain as to whether it may in some ways be in
conflict with the provisions of this Code, should bring the matter
to the attention of an Appropriate Authority.
Waiver, Amendment - Any waiver of the provisions of this Code for executive
officers and directors may be made only by the board and must be promptly
disclosed to the Company's shareholders, including an identification of the
person who received the waiver and the date of grant of the waiver by the board,
and providing a brief description of the circumstances and reasons under which
it was given.