Exhibit 14.1
CODE OF BUSINESS CONDUCT AND ETHICS
This Code of Business Conduct and Ethics (the "Code") sets forth legal and
ethical standards of conduct for directors, officers and employees of Kronos
(the "Company"). This Code is intended to deter wrongdoing and to promote the
conduct of all Company business in accordance with high standards of integrity
and in compliance with all applicable laws and regulations. This Code applies to
the Company and all of its subsidiaries and other business entities controlled
by it worldwide.
If you have any questions regarding this Code or its application to you in
any situation, you should contact your supervisor, department head, VP of Human
Resources, General Counsel or Chief Financial Officer (CFO).
Compliance with Laws, Rules and Regulations
The Company requires that all employees, officers and directors comply with
all laws, rules and regulations applicable to the Company wherever it does
business. You are expected to use good judgment and common sense in seeking to
comply with all applicable laws, rules and regulations and to ask for advice
when you are uncertain about them.
If you become aware of the violation of any law, rule or regulation by the
Company, whether by its officers, employees, directors, or any third party doing
business on behalf of the Company, it is your responsibility to promptly report
the matter to your supervisor, department head, VP of Human Resources, General
Counsel or Chief Financial Officer. While it is the Company's desire to address
matters internally, nothing in this Code should discourage you from reporting
any illegal activity, including any violation of the securities laws, antitrust
laws, environmental laws or any other federal, state or foreign law, rule or
regulation, to the appropriate regulatory authority. Employees, officers and
directors shall not discharge, demote, suspend, threaten, harass or in any other
manner discriminate or retaliate against an employee because he or she reports
any such violation, unless it is determined that the report was made with
knowledge that it was false. This Code should not be construed to prohibit you
from testifying, participating or otherwise assisting in any state or federal
administrative, judicial or legislative proceeding or investigation.
Conflicts of Interest
Employees, officers and directors must act in the best interests of the
Company. You must refrain from engaging in any activity or having a personal
interest that presents a "conflict of interest." A conflict of interest occurs
when your personal interest interferes, or appears to interfere, with the
interests of the Company. A conflict of interest can arise whenever you, as an
officer, director or employee, take action or have an interest that prevents you
from performing your Company duties and responsibilities honestly, objectively
and effectively.
Employees and Officers. Employees and officers must not:
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o perform services as a consultant, employee, officer, director, advisor or
in any other capacity, or permit any close relative to perform services as
an officer or director, for a significant customer, significant supplier or
competitor of the Company, other than at the request of the Company;
o have, or permit any close relative to have, a financial interest in a
significant supplier or significant customer of the Company, other than an
investment representing less than one percent (1%) of the outstanding
shares of a publicly-held company or less than five percent (5%) of the
outstanding shares of a privately-held company;
o have, or permit any close relative to have, a financial interest in a
competitor of the Company, other than an investment representing less than
one percent (1%) of the outstanding shares of a publicly-held company;
o supervise, review or influence the job evaluation or compensation of a
member of his or her immediate family; or
o engage in any other activity or have any other interest that the Board of
Directors of the Company determines to constitute a conflict of interest.
If you intend to perform work for any other company, organization or on your own
behalf, and if you think that doing so would be in conflict with the above, or
when the outside work exceeds twenty (20) hours per week, you should notify and
obtain approval from your immediate manager. In any event, outside work cannot
be performed on Company time. You cannot use the Company's equipment, materials,
resources or "inside" information for outside work. You should not solicit
business or clients or perform outside work on the Company's premises.
The Company does not object to employees spending reasonable time on civic
responsibilities, professional associations or as a member of a Board of
Directors of another company. However, when participation in such activities
involves time during the business day or the use of Company facilities or
resources, you should first obtain permission from your immediate supervisor.
Participation as a member of a Board of Directors of an outside company requires
the permission from the Company's Board of Directors.
This policy is not intended to prohibit incidental use of such items as the
Company fax machines or the telephone system for activities which are permitted
pursuant to this Code of Conduct and Ethics. However, extensive personal use of
any Company property is prohibited.
Directors. Directors must not:
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o perform services as a consultant, employee, officer, director, advisor or
in any other capacity, or permit any close relative to perform services as
an officer or director, for a competitor of the Company;
o have, or permit any close relative to have, a financial interest in a
competitor of the Company, other than an investment representing less than
one percent (1%) of the outstanding shares of a publicly-held company;
o use his or her position with the Company to influence any decision of the
Company relating to a contract or transaction with a significant supplier
or significant customer of the Company if the director or a close relative
of the director:
o performs services as a consultant, employee, officer, director,
advisor or in any other capacity for such significant supplier or
significant customer; or
o has a financial interest in such significant supplier or significant
customer, other than an investment representing less than one percent
(1%) of the outstanding shares of a publicly-held company.
o supervise, review or influence the job evaluation or compensation of a
member of his or her immediate family; or
o engage in any other activity or have any other interest that the Board of
Directors of the Company determines to constitute a conflict of interest.
A "close relative" means a spouse, dependent child or any other person
living in the same home with the employee, officer or director. "Immediate
family" means a close relative and a parent, sibling, child, mother- or
father-in-law, son- or daughter-in-law or brother- or sister-in-law. A
"significant customer" is a customer that has made during the Company's last
full fiscal year, or proposes to make during the Company's current fiscal year,
payments to the Company for property or services in excess of one percent (1%)
of (i) the Company's consolidated gross revenues for its last full fiscal year
or (ii) the customer's consolidated gross revenues for its last full fiscal
year. A "significant supplier" is a supplier to which the Company has made
during the Company's last full fiscal year, or proposes to make during the
Company's current fiscal year, payments for property or services in excess of
one percent (1%) of (i) the Company's consolidated gross revenues for its last
full fiscal year or (ii) the customer's consolidated gross revenues for its last
full fiscal year.
It is your responsibility to disclose any material transaction or
relationship that reasonably could be expected to give rise to a conflict of
interest to the General Counsel or, if you are an executive officer or director,
to the Board of Directors, who shall be responsible for determining whether such
transaction or relationship constitutes a conflict of interest.
Insider Trading
Employees, officers and directors who have material non-public information
about the Company or other companies, including our suppliers and customers, as
a result of their relationship with the Company are prohibited by law and
Company policy from trading in securities of the Company or such other
companies, as well as from communicating such information to others who might
trade on the basis of that information. To help ensure that you do not engage in
prohibited insider trading and avoid even the appearance of an improper
transaction, the Company has adopted an Insider Trading Policy, which is
available by clicking on "Handbook" under the HR section of home.kronos.com.
If you are uncertain about the constraints on your purchase or sale of any
Company securities or the securities of any other company that you are familiar
with by virtue of your relationship with the Company, you should consult with
the General Counsel before making any such purchase or sale.
Confidentiality
Employees, officers and directors must maintain the confidentiality of
confidential information entrusted to them by the Company or other companies,
including our suppliers and customers, except when disclosure is authorized by a
supervisor or legally mandated. Unauthorized disclosure of any confidential
information is prohibited. Additionally, employees should take appropriate
precautions to ensure that confidential or sensitive business information,
whether it is proprietary to the Company or another company, is not communicated
within the Company except to employees who have a need to know such information
to perform their responsibilities for the Company.
Third parties may ask you for information concerning the Company.
Employees, officers and directors (other than the Company's authorized
spokespersons) must not discuss internal Company matters with, or disseminate
internal Company information to, anyone outside the Company, except as required
in the performance of their Company duties and after an appropriate
confidentiality agreement is in place. This prohibition applies particularly to
inquiries concerning the Company from the media, market professionals (such as
securities analysts, institutional investors, investment advisers, brokers and
dealers) and stock holders. All responses to inquiries on behalf of the Company
must be made only by the Company's authorized spokespersons. If you receive any
inquiries of this nature, you must decline to comment and refer the inquirer to
your supervisor or one of the Company's authorized spokespersons. Any questions
regarding these prohibitions should be directed to the CFO or Director of
Investor Relations.
All employees are required to execute a Proprietary Rights and
Confidentiality Agreement as a condition of employment. The Agreement states,
among other things, that ideas developed by an employee relating to the Company
or its products are the sole property of the Company. The principle embodied in
that document and the implied trust it requires are expected of each employee.
You also must abide by any lawful obligations that you have to your former
employer. These obligations may include restrictions on the use and disclosure
of confidential information, restrictions on the solicitation of former
colleagues to work at the Company and non-competition obligations.
Honest and Ethical Conduct and Fair Dealing
Employees, officers and directors should endeavor to deal honestly,
ethically and fairly with the Company's suppliers, customers, competitors and
employees. Statements regarding the Company's products and services must not be
untrue, misleading, deceptive or fraudulent. You must not take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair-dealing practices.
Relations with Suppliers. A supplier is any business or individual which
furnishes goods or services of the Company. It is the policy of Kronos to select
suppliers in a totally impartial manner based upon price, quality and services
offered. Each employee, officer or director is expected to avoid any action
which would imply selection of a supplier on any basis other than in the best
interest of the Company or that would give one supplier an unfair advantage over
another. Employees who deal with suppliers have an obligation to avoid even the
appearance of beneficial relationship with suppliers. Because of their position
and fiduciary responsibility, their actions must conform to the highest
standards of ethical conduct.
Relations with Customers. The Company will prosper to the degree, and only
to the degree, that we continue to serve our customers well. It has always been
the Company's policy to provide the best possible products and services to our
customers. We must sell on the merits or our own products and services, not by
disparaging competitors or their products and services. Our competitive appeal
must be based on this concept of quality and service and the competence and
honesty of our sales presentations. No payments or other inducements should be
made to any person, public official or political party, either domestic or
foreign for the purpose if influencing that person or party to assist the
Company is obtaining or retaining business.
Relations with the Public and Host Communities. As a growing multinational
company with facilities throughout the world, we have responsibilities to the
many countries in which we do business. Those responsibilities involve knowing
the different laws and understanding their customs and abiding by them. We
recognize that we must become part of the host community. We must behave as
citizens rather than as foreigners and realize that we will be welcome only so
long as we make a responsible contribution to the societies in which we operate.
The Company recognizes that it has no future unless it can operate in a strong
and free society. We recognize that we can only exist when people are well
educated and free to make their own decisions. We have an obligation to help
foster such a culture. The Company conducts its business according to accepted
principles of free and open competition and trade. Employees, officers and
directors shall not discuss or agree to participate in a boycott of any
country's goods or services nor shall any employee, officer or director enter
into any arrangements or agreements with competitors affecting pricing, market
conditions, marketing policies, customers or products.
Respect for Others. During the typical workday, we inevitably come in
contact with fellow employees, job applicants, suppliers, customers and others.
The men and women we meet may have educational backgrounds, racial
characteristics, religious beliefs, political affiliations and other points of
view that are different from our own. We have worked very hard at creating an
environment where such differences are welcomed and are part of our corporate
culture. The Company will not tolerate any situation within a Company setting or
while representing Kronos outside of the Company, where an employee treats
others in a discriminatory or hostile manner based upon race, religious belief,
gender, sexual preference, age, physical appearance or other differences.
Incidents of such discrimination, sexual or other forms or harassment must be
reported to your manager or a corporate officer as soon as discovered. These
actions may be illegal and patently unethical. Such matters will be aggressively
investigated by the Human Resources department and senior management and will be
dealt with accordingly.
Protection and Proper Use of Corporate Assets
Employees, officers and directors should seek to protect the Company's
assets. Theft, carelessness and waste have a direct impact on the Company's
financial performance. Employees, officers and directors must use the Company's
assets and services solely for legitimate business purposes of the Company and
not for any personal benefit or the personal benefit of anyone else.
Employees, officers and directors must advance the Company's legitimate
interests when the opportunity to do so arises. You must not take for yourself
personal opportunities that are discovered through your position with the
Company or the use of property or information of the Company.
Gifts and Gratuities
The use of Company funds or assets for gifts, gratuities or other favors to
employees or government officials is prohibited, except to the extent such gifts
are in compliance with applicable law, nominal in amount and not given in
consideration or expectation of any action by the recipient.
Employees, officers and directors must not accept, or permit any member of
his or her immediate family to accept, any gifts, gratuities or other favors
from any customer, supplier or other person doing or seeking to do business with
the Company, other than items of nominal value. Any gifts that are not of
nominal value should be returned immediately and reported to your supervisor. If
immediate return is not practical, they should be given to the Company for
charitable disposition or such other disposition as the Company believes
appropriate in its sole discretion.
Common sense and moderation should prevail in business entertainment
engaged in on behalf of the Company. Employees, officers and directors should
provide, or accept, business entertainment to or from anyone doing business with
the Company only if the entertainment is infrequent, modest and intended to
serve legitimate business goals.
Bribes and kickbacks are criminal acts, strictly prohibited by law. You
must not offer, give, solicit or receive any form of bribe or kickback anywhere
in the world.
Accuracy of Books and Records and Public Reports
Employees, officers and directors must honestly and accurately report all
business transactions. You are responsible for the accuracy of your records and
reports. Accurate information is essential to the Company's ability to meet
legal and regulatory obligations.
All Company books, records and accounts shall be maintained in accordance
with all applicable regulations and standards and accurately reflect the true
nature of the transactions they record. The financial statements of the Company
shall conform to generally accepted accounting rules and the Company's
accounting policies. No undisclosed or unrecorded account or fund shall be
established for any purpose. No false or misleading entries shall be made in the
Company's books or records for any reason, and no disbursement of corporate
funds or other corporate property shall be made without adequate supporting
documentation.
It is the policy of the Company to provide full, fair, accurate, timely and
understandable disclosure in reports and documents filed with, or submitted to,
the Securities and Exchange Commission and in other public communications.
Concerns Regarding Accounting or Auditing Matters
Employees with concerns regarding questionable accounting or auditing
matters or complaints regarding accounting, internal accounting controls or
auditing matters may confidentially, and anonymously if they wish, submit such
concerns or complaints in writing to the Company's Audit Committee by using the
confidential and anonymous website,
http://accounting.kronos.com/auditing_concerns.htm . All such concerns and
complaints will be forwarded to the Audit Committee of the Board of Directors
and the General Counsel of the Company.
The Audit Committee and General Counsel will evaluate the merits of any
concerns or complaints received by it and authorize such follow-up actions, if
any, as it deems necessary or appropriate to address the substance of the
concern or complaint.
The Company will not discipline, discriminate against or retaliate against
any employee who reports a complaint or concern, unless it is determined that
the report was made with knowledge that it was false.
Waivers of this Code of Business Conduct and Ethics
While some of the policies contained in this Code must be strictly adhered
to and no exceptions can be allowed, in other cases exceptions may be possible.
Any employee or officer who believes that an exception to any of these policies
is appropriate in his or her case should first contact his or her immediate
supervisor. If the supervisor agrees that an exception is appropriate, the
approval of the Vice President, Human Resources must be obtained. The Vice
President, Human Resources shall be responsible for maintaining a complete
record of all requests for exceptions to any of these policies and the
disposition of such requests.
Any executive officer or director who seeks an exception to any of these
policies should contact the Chair of the Audit Committee. Any waiver of this
Code for executive officers or directors or any change to this Code that applies
to executive officers or directors may be made only by the Board of Directors of
the Company and will be disclosed as required by law or stock market regulation.
Reporting and Compliance Procedures
Every employee, officer and director has the responsibility to ask
questions, seek guidance, report suspected violations and express concerns
regarding compliance with this Code. Any employee, officer or director who knows
or believes that any other employee or representative of the Company has engaged
or is engaging in Company-related conduct that violates applicable law or this
Code should report such information to his or her supervisor or to the General
Counsel, as described below. You may report such conduct openly or anonymously
without fear of retaliation. The Company will not discipline, discriminate
against or retaliate against any employee who cooperates in any investigation or
inquiry regarding such conduct or who reports such conduct, unless it is
determined that the report was made with knowledge that it was false. Any
supervisor who receives a report of a violation of this Code must immediately
inform the General Counsel.
You may report violations of this Code, on a confidential or anonymous
basis, by contacting the Company's General Counsel by fax at 978-367-5909, mail
at 297 Billerica Road, Chelmsford, MA 01824 or e-mail at amoore@kronos.com. In
addition, the Company has established an anonymous website at
http://legal.kronos.com/ethics_concerns.htm where you may leave a message about
any violation or suspected violation of this Code. While we prefer that you
identify yourself when reporting violations so that we may follow up with you,
as necessary, for additional information, you may leave messages anonymously if
you wish.
If the General Counsel receives information regarding an alleged violation
of this Code, he or she shall, as appropriate, (a) evaluate such information,
(b) if the alleged violation involves an executive officer or a director, inform
the Chief Executive Officer and Board of Directors of the alleged violation, (c)
determine whether it is necessary to conduct an informal inquiry or a formal
investigation and, if so, initiate such inquiry or investigation and (d) report
the results of any such inquiry or investigation, together with a recommendation
as to disposition of the matter, to the Vice President, Human Resources and CFO
for action, or if the alleged violation involves an executive officer or a
director, report the results of any such inquiry or investigation to the Board
of Directors or a committee thereof. Employees, officers and directors are
expected to cooperate fully with any inquiry or investigation by the Company
regarding an alleged violation of this Code. Failure to cooperate with any such
inquiry or investigation may result in disciplinary action, up to and including
discharge.
The Company shall determine whether violations of this Code have occurred
and, if so, shall determine the disciplinary measures to be taken against any
employee who has violated this Code. In the event that the alleged violation
involves an executive officer or a director, the Chief Executive Officer and the
Board of Directors, respectively, shall determine whether a violation of this
Code has occurred and, if so, shall determine the disciplinary measures to be
taken against such executive officer or director.
Failure to comply with the standards outlined in this Code will result in
disciplinary action including, but not limited to, reprimands, warnings,
probation or suspension without pay, demotions, reductions in salary, discharge
and restitution. Certain violations of this Code may require the Company to
refer the matter to the appropriate governmental or regulatory authorities for
investigation or prosecution. Moreover, any supervisor who directs or approves
of any conduct in violation of this Code, or who has knowledge of such conduct
and does not immediately report it, also will be subject to disciplinary action,
up to and including discharge.
Dissemination and Amendment
This Code shall be distributed to each new employee, officer and director
of the Company upon commencement of his or her employment or other relationship
with the Company and shall also be distributed annually to each employee,
officer and director of the Company, and each employee, officer and director
shall certify that he or she has received, read and understood the Code and has
complied with its terms.
The Company reserves the right to amend, alter or terminate this Code at
any time for any reason. The most current version of this Code can be found by
clicking on "Handbook" under the HR section of home.kronos.com.
This document is not an employment contract between the Company and any of
its employees, officers or directors and does not alter the Company's at-will
employment policy.
Certification
I, ______________________________ do hereby certify that:
(Print Name Above)
1. I have received and carefully read the Code of Business Conduct and
Ethics of Kronos Incorporated.
2. I understand the Code of Business Conduct and Ethics.
3. I have complied and will continue to comply with the terms of the Code
of Business Conduct and Ethics.
Date: __________________________ __________________________________
(Signature)
EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED TO SIGN, DATE AND RETURN THIS
CERTIFICATION TO THE LEGAL DEPARTMENT WITHIN FOURTEEN (14) DAYS OF ISSUANCE.
FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION.