EXHIBIT 14.1
BE Aerospace, Inc.
CODE OF BUSINESS CONDUCT
02/2003
TABLE OF CONTENTS
INTRODUCTION
ADMINISTERING AND ENFORCING THE CODE OF BUSINESS CONDUCT
Seeking Guidance - The Corporate Compliance Committee
Reporting and Investigation of Alleged Violations
Enforcement
COMPLIANCE WITH APPLICABLE LAWS AND ETHICAL STANDARDS
Accuracy and Retention of Business Records
Business Relationships with Non-Company Individuals and Entities
Discussions with Foreign Agents and Consultants
Requirements Applicable to All Contracts, Agreements
and Arrangements
Gifts and Entertainment
Conflicts of Interest
Political Contributions and Lobbying Activities
Protecting Company Property and Information
Securities Laws
Antitrust Laws, Restrictive Trade Practices, Boycotts, Export Controls
and Technology Transfer
Restrictions
INTRODUCTION
This Code of Business Conduct applies to BE Aerospace, Inc. and all
subsidiaries and entities controlled by it (collectively, the "Company"), and
the Company's directors, officers and employees. Compliance with the Code of
Business Conduct is required of all Company employees. The Code of Business
Conduct should also be followed by the Company's agents and representatives,
including consultants.
The Company's senior management is charged with ensuring that this Code
of Business Conduct and the Company's Corporate Policies will govern, without
exception, all business activities of the Company. The Audit Committee of the
Board of Directors is responsible for ensuring that appropriate ethics and
compliance policies and procedures are maintained.
Any illegal or unethical action, or the appearance of misconduct or
impropriety by anyone acting on the Company's behalf is unacceptable. Each
employee should use the Code of Business Conduct as a general guideline.
Additional requirements are contained in the Corporate Policies. These Corporate
Policies can be obtained from supervisors.
In addition to complying with the requirements contained in the
Corporate Policies, in specific situations, before taking any action each
employee should consider the following questions and, unless the answer to each
question is "yes," the action should not be taken:
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o Is this action legal and ethical?
o Does this action comply with both the spirit and the letter of this Code of
Business Conduct?
o Will this action appear appropriate?
o Is it clear that the Company would not be embarrassed or compromised if
this action were to become known within the Company or publicly?
Each supervisor should set an example of ethical behavior by his/her
own conduct and his/her oversight of the work and conduct of his/her
subordinates and the Company's agents and representatives, including
consultants.
The Code of Business Conduct is not an employment contract between the
Company and any employee. No employee should interpret the Code of Business
Conduct or any of the Corporate Policies stated in the Code of Business Conduct
as a contract for any purpose, including a promise of continued employment.
ADMINISTERING AND ENFORCING THE CODE OF BUSINESS CONDUCT
SEEKING GUIDANCE - THE CORPORATE COMPLIANCE COMMITTEE
The Company's Chief Executive Officer has recommended and our Audit
Committee has appointed a Corporate Compliance Committee to oversee compliance
with the Code of Business Conduct, and a Chief Compliance Officer to administer
the compliance program. All Company employees are required to comply with the
policies and instructions promulgated by either the Corporate Compliance
Committee or Chief Compliance Officer.
The following officers of the Company are the current members of the
Corporate Compliance Committee:
Jeff Moriarty, Corporate Vice President Law, 561-791-5000 (ext. 1408)
General Counsel and Chief Compliance Officer
Thomas P. McCaffrey, Corporate Senior Vice President of 561-791-5000 (ext. 1403)
Administration and Chief Financial Officer
Joseph A. Piegari, Corporate Vice President 561-791-5000 (ext. 1109)
Human Resources
The Corporate Compliance Committee shall be responsible for the
administration of the Code of Business Conduct. The Committee in consultation
with the Chief Executive Officer shall establish such procedures as it shall
deem necessary or desirable in order to discharge this responsibility.
The Corporate Compliance Committee shall periodically review the Code
of Business Conduct and when necessary or desirable, make recommendations to the
Chief Executive Officer and the Audit Committee of the Board of Directors (i) to
ensure its continued conformance to applicable law; and (ii) to ensure that any
weaknesses revealed through monitoring, auditing and reporting systems are
eliminated and or corrected.
Questions about the Code of Business Conduct normally should be
addressed to supervisors who will relay them to the Chief Compliance Officer or
the Corporate Compliance Committee, if necessary. If the employee is not
comfortable raising such questions with his supervisor, they may be addressed to
the Chief Compliance Officer or any member of the Corporate Compliance
Committee.
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For an interpretation of law, an employee should communicate directly
with the Company's Law Department, which has ultimate responsibility for the
resolution of such questions.
Annually, randomly selected employees will be required to sign a
statement that they have followed the Code of Business Conduct and are unaware
of any situation that constitutes a violation of the Code of Business Conduct.
Reporting and Investigation of Alleged Violations
Every employee should report any violation or suspected violation of
law, rules, regulations and the Code of Business Conduct to his/her supervisor
or department head, who will report the information to the Chief Compliance
Officer. Alternatively, an employee may report the matter directly to any member
of the Corporate Compliance Committee. No employee will be retaliated against
for making a good faith report of a suspected violation of the Code of Business
Conduct.
BE Aerospace Compliance Line: A toll-free compliance line
(888-207-3606) is available to employees as another way to report problems
under, or ask questions about, this Code of Business Conduct. (Callers outside
the United States should dial the AT&T USADirect access code for the United
States, wait for the dial tone, then dial 888-207-3606.) The compliance line is
open 24 hours a day, seven days a week. Calls can be made anonymously and the
matter will be investigated by the Corporate Compliance Committee or its
designee to the extent sufficient information is received to conduct such
investigation.
All reports will be treated confidentially to the extent possible. It
is imperative that reporting employees not conduct their own preliminary
investigations. Such actions could compromise the integrity of an investigation
and adversely affect the Company and others. Employees who wish to follow up on
a report may contact the Chief Compliance Officer. If, after discussion with the
Chief Compliance Officer or the Corporate Compliance Committee, an employee
feels that appropriate action has not taken place, he may report the matter to
the Audit Committee of the Board of Directors of the Company. The Company will
take all reasonable steps to keep confidential the identity of any employee
reporting a suspected violation. No employee shall be subject to retaliation
because of any such report made in good faith.
The Chief Compliance Officer shall report to the Audit Committee of the
Board of Directors at least once each year regarding the general effectiveness
of the Code of Business Conduct.
Enforcement
The Company will not tolerate violation or circumvention of any laws of
the U.S. or a foreign country by an employee during the course of his/her
employment or by any agent or representative acting on the Company's behalf. Nor
will the Company tolerate the disregard or circumvention of corporate policy or
the engagement in unethical dealings in connection with the Company's business.
Employees who fail to comply with this Code of Business Conduct or to cooperate
with any investigation will be subject to disciplinary action. In addition, any
supervisor, manager or officer who directs, approves or condones infractions, or
has knowledge of them and does not act promptly to report and correct them in
accordance with this Code of Business Conduct, will be subject to disciplinary
action. Disciplinary action may include termination, referral for criminal
prosecution and reimbursement to the Company or others for any losses or damages
resulting from the violation. If the reporting employee is involved in the Code
of Business Conduct violation, the fact that he/she reported the violation will
be given consideration by the Company in any resulting disciplinary action.
COMPLIANCE WITH APPLICABLE LAWS AND ETHICAL STANDARDS
It is the policy of the Company that its business shall be conducted in
accordance with all applicable laws of the U.S. and foreign jurisdictions, and
in a manner that will always reflect a high standard of ethics.
U.S. laws frequently affect and restrict the activities of Company
employees, agents and representatives. For example, various laws require that:
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o All transactions involving Company assets shall be properly recorded.
o No employee, agent or representative of the Company shall give or offer
anything of value to any public official with the intent to influence any
official act.
o No employee, agent or representative of the Company shall pay or offer any
bribe.
o Except as permitted by law, no funds or assets of the Company shall be
contributed to any political party or organization or to any individual who
either holds public office or is a candidate for public office.
o There shall be no trading of securities on the basis of material non-public
information.
This is only a very brief summary of a few of the applicable U.S. laws.
In its international operations, the Company also encounters laws, regulations,
policies and customs that vary widely from those in the U.S.
Each employee should become aware of the laws, regulations, policies
and customs applicable to his/her activities on behalf of the Company, and if a
question, potential conflict or violation arises, seek guidance from, or report
the matter to, the Chief Compliance Officer or to the Corporate Compliance
Committee.
Accounting standards and applicable U.S. laws require that all
transactions and dispositions of Company assets must be properly recorded in all
the books and accounts of the Company, and that the Company must establish and
maintain a system of internal accounting controls to ensure reliability of its
books and records and proper recording of all transactions including disposition
of assets.
The Company shall make and retain books, records and accounts that, in
reasonable detail, accurately and fairly reflect the Company's transactions and
disposition of its assets and conform to applicable legal requirements and
generally accepted accounting principles as applied in the U.S. Each transaction
must conform to management's general or specific authorization, and each entity
shall devise and maintain an appropriate system of internal accounting controls.
No entry may be made on the Company's books and records that misrepresents,
hides or disguises the true nature of any transaction.
The Company shall not:
o Establish or use any secret or off-balance sheet function or account for
any purpose;
o Use corporate funds to establish or use any numbered bank account that is
not identified by the name of the owner; or
o Establish or use any offshore corporate entity for any purpose other than a
legitimate Company business purpose.
Company records should be retained for the period of time specified in
the Company's Record Retention Plan. After that, they may be disposed of unless
litigation or an investigation is pending. Employees should consult the Company
Law Department for assistance in reviewing applicable retention guidelines or
the propriety of disposing of a Company record.
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The Company follows generally accepted accounting principles in the
United States. For a detailed description of those policies see the Company's
most recent Form 10-K as filed with the Securities and Exchange Commission.
Applicable U.S. law requires that the Company must establish and
maintain disclosure controls and procedures to ensure full, fair, accurate, and
timely disclosure in reports the Company files with, or submits to the
Securities and Exchange Commission ("SEC").
The Company shall maintain disclosure controls and to ensure the
accuracy, completeness and timeliness of disclosures made by the
Company to its securityholders, the SEC and the investment community. The
disclosure controls and procedures are set forth in the Company's Disclosure
Guidelines.
Business Relationships with Non-Company Individuals and Entities
No contract, agreement, arrangement, payment, gift or entertainment,
domestic or foreign, shall be offered, promised, agreed, paid or received that
would violate any applicable U.S. or foreign law.
o The U.S. Foreign Corrupt Practices Act ("FCPA") makes it a crime for any
U.S. company or person to offer or pay anything of value to a foreign
official for the purpose of securing any improper advantage in obtaining,
retaining or directing business or to induce that official to affect any
governmental act or decision. For purposes of the FCPA, a foreign official
includes any officer or employee of or any person acting in an official
capacity for, or on behalf of, any foreign political party, party official,
public international organization, or candidate for foreign political
office. A company convicted of violating the anti-bribery provisions of the
FCPA may be fined up to $2 million per violation. An employee or agent of
the Company who is convicted of a violation of the FCPA may be fined up to
$100,000 or imprisoned for up to five years, or both, per violation.
o Federal and state anti-bribery statutes make it a crime to give or offer
anything of value to any public official with the intent to influence any
official act or induce the official to violate his duty or to commit fraud.
A person convicted under Federal law of bribing a public official can be
fined as much as three times the amount of the bribe and sentenced to as
much as 15 years in prison. State laws establish similar penalties for
bribery of state officials. Government agencies and other organizations
often have strict standards which generally prohibit their employees from
soliciting or accepting gratuities such as entertainment, meals,
transportation, gifts or other business courtesies.
o Commercial bribery is both a criminal and a civil offense under federal,
state and foreign laws.
The Company expects all those who do business with the Company to
follow the ethical and legal standards set forth in this Code of Business
Conduct and the Company's Foreign Corrupt Practices Act Compliance Memorandum.
Company employees, consultants and representatives must respect the law
and the policies of federal, state, local and foreign governments or their
agencies with which the Company does business. Corporate policies prohibit the
offering or providing of anything of value, under any circumstances, to a
domestic or foreign government, official or employee, unless expressly
permitted under such Corporate Policies. U.S. rules also apply to the use of
intermediaries, such as consultants and sales representatives. Such foreign
representatives or intermediaries should not be asked to perform, nor should
any Company employee accept, encourage or permit any activity that a Company
employee is not permitted to do directly. Any employee asked
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to make or accept a payment, gift or business gratuity in violation of this
Code of Business Conduct or the Company's Foreign Corrupt Practices Act
Compliance Memorandum must report the matter immediately to the Chief
Compliance Officer.
Discussions with Foreign Sales Representatives and Marketing Consultants
Employees may be approached by a third party offering to "deliver
projects," send the Company orders or otherwise represent the Company in
various capacities. Frequently the third party will claim a special
relationship or position relative to the matter under consideration and will
press for an immediate response or agreement. When solicited by a third party,
employees should follow these procedures:
o Make no commitments (oral or written) of any kind. Tell the third party at
the outset that there can be no agreement with the Company until both
parties have executed a written agreement.
o Do not send the third party any corporate literature until after a written
agreement is executed.
o If the third party is unwilling to identify the project unless the Company
makes a commitment, the conversation should be politely, but firmly,
terminated.
o All sales representative arrangements shall be in accordance with the
Company's Process for Sales Representative, Marketing Consultant and
Distributor Selection, Approval and Commission Management.
Written approval of the Chief Compliance Officer or the Corporate
Compliance Committee is required prior to signing any sales representative
agreement or arrangement that involves:
o aggregate commission payments of $2,000,000 or more; or
o employment of a foreign government official or a payment of anything having
a value of more than $1,000 (other than a facilitating payment approved by
the Corporate Compliance Committee) to any foreign government official
involving any government contract or action.
A Marketing Consulting Arrangement is any contract, arrangement or
agreement, whether written or not, with a third person, primarily for the
purpose of obtaining advice or assistance in obtaining or retaining business
with or approvals from any other person or entity including, but not limited to,
governmental entities. Written approval of the Company's Law Department is
required prior to signing any Marketing Consulting Arrangement that:
o Involves aggregate compensation of $100,000 or more over the term of the
Consulting Arrangement; or
o (i) involves multiple, separate or concurrent contracts, agreements or
arrangements; (ii) contemplates the utilization of, or the assignment of,
contract obligations or fee payments to third parties; (iii) permits
unusual multiple payments; (iv) permits upfront payments of any kind in
excess of $100,000; (v) involves the use of foreign accounts in countries
other than the country in which the consultant is representing the Company;
or (vi) involves the use of undisclosed principals or undisclosed third
party by the consultant.
Requirements Applicable to All Contracts, Agreements and Arrangements
General. The documentation embodying every contract, agreement and
arrangement shall fully, clearly and completely reflect the intention of the
contracting parties as to all material items and issues that are the subject
matter of the contract, agreement or arrangement, including relevant specifics
regarding services or goods to be provided and fees to be paid.
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There shall be no "secret" or unwritten side contracts, agreements or
arrangements.
All contracts, agreements or arrangements must be reviewed prior to
execution by the Company's Law Department unless standard form agreements
previously prepared or reviewed and approved by the Law Department are
utilized (examples include the Company's standard terms and conditions of
sale; general terms and purchase and products support agreements;
confidentiality agreements; and standard purchase order terms and conditions
and supplier agreements.
Any proposed payment to be made for goods, services or actions is an
arrangement subject to this Code of Business Conduct.
Fair Dealing
Each employee, officer and director should deal fairly with customers,
suppliers, competitors and employees. No person may take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair-dealing practice.
Gifts and Entertainment
Under no circumstances should any gift or entertainment ever be
offered, given, provided or accepted by any Company employee, immediate family
member of an employee or agent unless such gift or entertainment:
o Is not a cash gift;
o Is consistent with customary business practices;
o Is not excessive in value;
o Cannot be construed as a bribe or payoff; and
o Does not violate applicable laws or regulations.
In addition to meeting the foregoing criteria, such gift or
entertainment must conform to all other requirements of this Code of Business
Conduct.
Gifts received that do not meet the foregoing criteria must be returned
or, if return is not practical, given to the Corporate Compliance Committee who
will donate the gift to a charitable organization and inform the giver of its
disposition.
Unless the giving, providing or receiving of the gift or entertainment
falls within the definition of Exempt Gifts and Entertainment below, a
memorandum requesting approval and describing the proposed gift or
entertainment, including its purpose, signed by an employee of the Company shall
be delivered to, and approved by, the Chief Compliance Officer.
If the value of the gift or entertainment exceeds $1,000 per individual
recipient, specific prior written approval of the Chief Compliance Officer is
required.
Exempt Gifts and Entertainment. If they meet all of the general requirements
listed in the box above, the following gifts and entertainment shall be exempt
from the requirements of the preceding paragraphs:
o Business courtesy entertainment provided to others. Entertainment,
including meals, that is infrequent (in respect of the same recipient),
arises out of the usual course of business, involves a
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reasonable expense (as defined below), does not obligate the recipient in
any manner and is reasonable and appropriate for the individuals involved
and the business at hand. Ordinarily, such entertainment would be given in
the context of conducting business discussions or advancing business
relationships and, in the case of a domestic government official, generally
provided on Company, customer or provider premises.
o Business courtesy gifts given to others. Gifts given to providers,
customers and potential suppliers as to which the presentation and
acceptance are lawful and a normal business practice and the gift itself is
reasonable and appropriate for the individuals involved and the business at
hand and of nominal value (as defined below). Ordinarily, such a gift to a
domestic government official would be clearly promotional in nature, marked
with a Company logo or other identification and made generally available by
the Company.
o Gifts and entertainment received from others. Gifts, meals or entertainment
received by Company employees that is infrequent (in respect of the same
provider), arises out of the usual course of business, involves reasonable
expense or nominal value (as defined below), does not obligate the
recipient in any manner and is reasonable and appropriate for the
individuals involved and the business at hand.
o Reasonable expense and nominal value defined. For purposes of clauses (i),
(ii) and (iii) above, reasonable expense for entertainment and nominal
value for a gift shall in each case be the lesser of $100 or the amount
permitted by applicable law or regulation, in the case of a domestic
government official, and not more than $200 in the case of any other
individual recipient.
The provision of gifts and entertainment to government officials is
often constrained or prohibited by applicable laws and regulations. Therefore,
it is essential to consult and comply with all applicable laws and regulations
before providing any gift or entertainment, regardless of its value to a
government official.
Conflicts of Interest
An employee may not participate in any activities that could conflict
with his/her responsibilities with the Company.
A "conflict of interest" exists when a person's private interest
interferes in any way, or even appears to interfere, with the interests of the
Company. A conflict situation can arise when an employee, officer or director
takes actions or has interests that may make it difficult to perform his or her
work for the Company objectively and effectively. Conflicts of interest also
arise when an employee, officer or director, or a member of his or her family,
receives improper personal benefits as a result of his or her position in the
Company.
Conflicts of interest are prohibited as a matter of Company policy.
Each employee, officer and director is expected to avoid any outside activity,
financial interest or relationship that may present a possible conflict of
interest or the appearance of a conflict.
An employee should discuss any actual or potential conflict of interest
with his/her supervisor, who may in turn refer the matter to the Chief
Compliance Officer or Corporate Compliance Committee. Alternatively, the
employee may communicate directly with the Corporate Compliance Committee. It is
the employee's duty to report any known conflict of interest to his/her
supervisor, the Chief Compliance Officer or the Corporate Compliance Committee
and to seek prior written approval in accordance with applicable Corporate
Policy before engaging in an activity that may result in a conflict of interest.
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Family Members. An employee must not knowingly conduct business on behalf of the
Company with family members (spouse, parents, children and in-laws) or an
organization with which any family member is associated unless specific written
approval has been granted in advance by the Corporate Compliance Committee.
Ownership in Other Businesses. An employee's ownership or financial interest in
any business enterprise that does or seeks to do business with (as a supplier,
customer, lessor, lessee or agent), or is in competition with, the Company, may
also create the reality or appearance of a conflict of interest. Such a conflict
of interest does not exist if (i) the enterprise is a corporation whose
securities are listed on a national securities exchange, are quoted on NASDAQ or
are customarily traded at least once a week on an over-the-counter market, and
the employee's interest in the enterprise does not exceed the greater of $25,000
or 20% of the value of the employee's total investment in business enterprises
or (ii) the ownership is through a widely-held mutual fund.
Outside Activities and Employment. Without prior written consent of the
Corporate Compliance Committee, no employee may serve (even without
compensation) as a consultant to, or as a director, officer, or part-time
employee of a company that competes with, or does or seeks to do, business with
the Company.
Corporate Opportunities. Employees, officers and directors are prohibited from
(a) taking for themselves personal opportunities that are properly within the
scope of the Company's activities, (b) using corporate property, information or
position for personal gain, and (c) competing with the Company. Employees,
officers and directors owe a duty to the Company to advance its legitimate
interests to the best of their abilities.
The direct or indirect use of Company funds or assets for political
contributions is prohibited unless authorized by the Board of Directors.
Lobbying in any form on behalf of the Company is prohibited unless approved by
the Company.
Political Contributions and Lobbying Activities
Political Contributions. U.S. corporations are barred by federal law from
making political contributions in connection with federal elections. Many
states and foreign jurisdictions have similar prohibitions. Therefore,
except as permitted by such laws and authorized by the Company's
Board of Directors:
o No funds shall be contributed to any political organization or to any
individual who holds or is a candidate for public office.
o Except for Company-approved political action committees, business groups
and trade associations, the Company shall not support any organization that
raises funds for political purposes.
Lobbying Activities. Without prior approval of the Company's Chief Executive
Officer, no employee, agent or representative may contact on behalf of the
Company any federal, state or local government official or member or an employee
of a legislative body or government agency or department for the purpose of
influencing policy, legislation, agency regulations or any other official
action. Prior to any lobbying efforts, the Company and the employee may have to
register with the appropriate governmental entity.
Personal Activities. The Company encourages employees to participate in the
political process on their own time. Employees have a right to make political
contributions in their own name and from their own assets. Employees will not be
required by the Company to make any political contributions. Employees will not
be reimbursed or compensated by the Company for any political contributions.
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Protecting Company Property and Information
Each employee should ensure that Company property and information are
used only for Company business.
Protection of Company Property and Assets. The Company's assets, such as office
equipment, production equipment and products, must not be used for personal
reasons, except as may be specifically authorized by Corporate Policies. These
assets should not be taken out of Company facilities unless necessary and
authorized in connection with Company work. Incidental or occasional use of
Company office equipment, such as telephones, computers or copy machine is
permitted. However, excessive use of such equipment is not permitted and may
result in disciplinary action.
The Company's assets also include confidential and proprietary
information relating to the present or planned business activities or assets of
the Company that have not been released publicly by the Company. Confidential
information includes, for example, pricing, inventions, financial data, trade
secrets and know-how, acquisition and divestiture opportunities, marketing and
sales programs, research and development information and customer and supplier
information.
No employee should disclose the Company's confidential or proprietary
information to anyone within or outside the Company unless the recipient
legitimately needs the information to carry on his assigned responsibilities as
an employee with the Company, or is an outsider who has been properly authorized
by management to receive such information. Inquiries from the press media,
investors or the public regarding the Company should only be answered by the
officers and employees designated to respond to such inquiries. The obligation
not to disclose the Company's confidential or proprietary information continues
after employment with the Company terminates.
Protection of Company Intellectual Property. Innovations and ideas concerning
products or manufacturing processes may be eligible for patent, copyright,
trademark, or other trade protection. All management, technical and other
employees who may make, conceive or learn about an invention, discovery,
improvement or idea, whether or not patentable, are required to sign a
"Proprietary Rights and Consulting Agreement" providing that any such invention,
discovery, improvement or idea becomes the property of the Company. Consult with
the Company's Law Department for details.
The obligation to maintain the confidentiality of information may be
subject to legal or regulatory requirements to disclose that information. In
such cases, the Company's Law Department will assist in determining what
disclosure is required.
Securities Laws
The laws of many countries, particularly the U.S., prohibit an employee
from purchasing or selling Company stock or other securities for personal profit
based on information not available to the public but know because of the
employee's work at the Company.
Use of Inside Information and Securities Trading. In the course of business
activities, an employee may become aware of nonpublic information regarding the
business, operations or securities of the Company. The securities laws and
Corporate Policy prohibit trading securities on the basis of such nonpublic
information (often called "inside information") if it is material. Information
is deemed to be material if an investor would consider it important in deciding
whether to buy, sell, or hold securities. Examples of items that may be material
include:
o Financial results and forecasts.
o Possible mergers, acquisitions, divestitures and investments.
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o Obtaining or losing important contracts.
o Significant discoveries
o Major litigation developments
Information is considered to be nonpublic unless it has been adequately
disclosed to the public and there has been sufficient time and opportunity for
the market as a whole to assimilate the information. Generally, this means that
the information has been available to the public for at least one business day.
An employee who is aware of nonpublic material information related to
the Company, or to firms negotiating or competing with the Company, may not buy
or sell shares or other securities of the Company or these firms. Such
information may not be disclosed to anyone, other than Company employees or
appropriate agents or representatives who have established their need to know,
until the information has been adequately disclosed to the public by authorized
Company officials.
Consult the Company's Finance or Law Department if you have any
question as to whether certain information is material or has been adequately
disclosed to the public. All Company executive officers must consult with the
Company's Chief Financial Officer or General Counsel before engaging in any
transactions involving the Company's Securities.
Antitrust Laws, Restrictive Trade Practices, Boycotts
and Technology Transfer Restrictions
An employee should not discuss or enter into any agreements or
understandings with any competitors of the Company concerning either the
Company's prices, markets, marketing activities or customers.
Antitrust Laws and Restrictive Trade Practices. The Company's policy is to
conduct its business activities in accordance with all applicable antitrust,
competition and trade practice laws. These antitrust laws prohibit, among other
things, price fixing. In other words, the Company must make its pricing
decisions independently of its competitors. The exchange of sensitive
information with competitors, such as product prices, profit margins, billing
practices or other information that may facilitate reaching an agreement on
prices, can pose substantial risk under the antitrust laws. Other activities
prohibited by the antitrust laws include: market and customer allocation; group
boycotts/refusals to deal; resale price maintenance; unlawful tying; unlawful
exclusivity agreements; monopolization; price discrimination; unlawful
termination of dealers, suppliers or distributors; and, under certain
circumstances, attempts to engage in these types of activities.
Any agreement or joint activity involving the Company and another
party, the intent or effect of which is to reduce competition, may violate the
antitrust laws. Unlawful agreements need not take the form of a written contract
or consist of express commitments or mutual assurances. Courts sometimes infer
agreements based on "loose talk," informal discussions or the mere exchange of
information between competitors from which pricing agreements or other collusion
could result.
In all contacts with competitors, including social activities or trade
association meetings, avoid discussing pricing policy, terms and conditions of
sale or credit (other than in arms-length negotiations), costs, inventories,
marketing and product plans, market surveys and studies, production plans and
capabilities, allocation or division of territories, sales customers or jobs,
boycotts, or any other competitively sensitive or proprietary or confidential
information. If a competitor raises any such topic, even lightly or with
apparent innocence, employees should object, stop the conversation immediately,
and tell the competitor that under no circumstances are these matters to be
discussed. If necessary, employees should leave the meeting. Employees
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must immediately report any discussion, action, or transaction that may involve
prohibited conduct to the Chief Compliance Officer or the Corporate Compliance
Committee.
The U.S. antitrust laws can also apply to conduct that takes place
outside the U.S. if such conduct has a direct, substantial and reasonably
foreseeable effect on commerce within the U.S. In addition, many countries have
their own antitrust laws. The antitrust laws of the European Union and certain
other countries generally impose more stringent rules than in the U.S. with
respect to many types of business practices, including, among others;
distribution agreements; patent, copyright, and trademark licenses; rebates and
discounts to customers; and pricing policy generally.
Violations of the antitrust laws can result in both criminal and civil
penalties for the Company and the individuals involved. Contact the Chief
Compliance Officer for advice and assistance before taking any action that might
involve these laws.
Boycotts. The Company will not directly or indirectly engage in any activity
that could have the effect of promoting a boycott or restrictive trade practice
fostered by a foreign country against customers or suppliers located in a
country friendly to the U.S. or against a U.S. person, firm or corporation.
Since U.S. law requires that a request to participate in such an activity be
reported promptly to the U.S. Government, the advice of the Chief Compliance
Officer should be sought immediately and prior to any action upon such a
request.
Export Controls and Technology Transfer Restrictions. Under no circumstances
will sales be made contrary to United States export laws or regulations.
Transmission of technical data and U.S. origin products may require a U.S.
export license, even for oral or written disclosure to a foreign person in the
U.S. All exports shall comply with the Company's Export Control Compliance
Memorandum. Serious consequences, including fines and the loss of export
privileges, can result if an item or technology that requires a license is
exported or disclosed without a proper license. If there are any questions as to
whether a license is needed, check first with the Chief Compliance Officer.
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