Exhibit 14.1
FIRST AMENDMENT TO
AMENDED AND RESTATED
CODE OF BUSINESS CONDUCT AND ETHICS
OF
CBL & ASSOCIATES PROPERTIES, INC.,
CBL & ASSOCIATES MANAGEMENT, INC.
AND THEIR AFFILIATES
EFFECTIVE DATE: February 3, 2004; First Amendment, February 8, 2006
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INTRODUCTION
This Code, as defined below, was adopted as of February 3, 2004 and has now been
amended as of February 8, 2006 by this First Amendment to provide a clear
statement as to the prohibition on loans to or guarantees of obligations of
employees, officers, directors and family members. Such loans and guarantees
have been generally prohibited by the Code since its inception but the Company's
counsel had advised a clarifying statement to remove any vagueness as to that
prohibition. The First Amendment is to add Section F to Article I of the Code
and it is included herein.
CBL & Associates Properties, Inc. and CBL & Associates Management, Inc. and all
of their respective subsidiaries and affiliates (hereinafter referred to
collectively as the "Company") expect that directors, officers and employees
will conduct themselves ethically and properly as a matter of course and comply
with the guidelines set forth below.
This Amended and Restated Code of Business Conduct and Ethics as amended by the
First Amendment (the "Code") exists to provide the Company's directors,
officers, employees, shareholders, suppliers and members of the general public
with an official statement as to how the Company conducts itself internally and
in the marketplace and certain standards that the Company shall require of its
directors, officers, employees and suppliers.
This Code amends and restates the "Code of Conduct of CBL & Associates
Properties, Inc. and its Affiliates" that has been in place prior to the
effective date set forth just above. This Code is intended to comply with the
requirements of the Sarbanes-Oxley Act of 2002 and the rules of the New York
Stock Exchange.
The Company's Compliance Officer is currently Ben S. Landress and the term
"Compliance Officer", as used in this Code refers to the Company's current
Compliance Officer and any subsequent person appointed to that office.
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PURPOSE
This Code is intended to provide a codification of standards that is reasonably
designed to deter wrongdoing and to promote the following:
o Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o Full, fair, accurate, timely and understandable disclosure in reports
and documents that the Company files with, or submits to, the SEC and
in other public communications made by the Company;
o Compliance with applicable governmental laws, rules and regulations;
o The prompt internal reporting to an appropriate person or persons
identified in this Code for violations of this Code; and
o Accountability for adherence to this Code.
SCOPE
This Code applies to the Company's Chief Executive Officer, Chief Financial
Officer, Controller and persons performing similar functions as well as to all
directors, officers and employees of the Company. (As used herein, the term
"employees" shall be deemed to include all directors, officers and employees of
the Company unless specifically stated otherwise or unless the context clearly
indicates otherwise). The Company has previously adopted certain policies
covering management-level employees, officers and directors and other employees
(such as an unlawful harassment policy, cost-containment policy and policy on
employee conduct and work rules), and, unless specifically stated otherwise,
this Code should not be deemed as modifying those previously-adopted policies.
POLICY PROVISIONS
Under this Code all directors, officers and employees are expected to conduct
business for the Company in the full spirit of honest and lawful behavior and
shall not cause another director, officer, employee or non-employee to act
otherwise, either through inducement or coercion.
I. Conflicts of Interest and Other Matters
Conflicts of interest may arise when an employee's position or responsibilities
with the Company present an opportunity for personal gain apart from the normal
compensation provided through employment. The following guidelines are provided:
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A. Protection and Proper Use of Company Funds and Assets
The assets of the Company are much more than its portfolio of
properties, facilities, equipment, corporate funds and computer
systems. They include technologies and concepts, business strategies
and plans, as well as information about its business. These assets may
not be improperly used and/or used to provide personal benefits for
employees. In addition, employees may not provide outside persons with
access to assets of the Company for the employee's personal gain or in
such a manner as to be detrimental to the Company. Employees should
protect the Company's assets and ensure their efficient and proper
use. Theft, carelessness and waste have a direct impact on the
Company's profitability. All Company assets should be used for
legitimate business purposes.
B. Confidential Information
As part of an employee's job, he/she may have access to confidential
information about the Company, its tenants, employees, agents,
contractors, retailers, customers, suppliers and competitors. Unless
released to the public by management, this information should not be
disclosed to fellow employees who did not have a business need to know
or to non-employees for any reason, except in accordance with
established corporate procedures. Confidential information of this
sort includes, but is not limited to information or data on services,
operations, business strategies and growth, business relationships,
tenant negotiations, corporate manuals, processes, systems,
procedures, financial information, etc.
C. Outside Financial Interests Influencing an Employee's Decisions or
Actions
Employees should avoid any outside financial interest that might
influence their decisions or actions on matters involving the Company
or its businesses or property. Such interests include, among other
things: (i) a personal or immediate family interest in an enterprise
that has business relations with the Company; or (ii) an enterprise or
contract with a supplier, service-provider or any other company or
entity where the employee or a member of the immediate family of the
employee is a principal or financial beneficiary other than as an
employee. All such interests should be disclosed by the employee to
the Company's Compliance Officer.
D. Outside Activities Having Negative Impact On Job Performance
Employees should avoid outside employment or activities that would
have a negative impact on their job performance with the Company, or
which are likely to conflict with their job or their obligations to
the Company.
E. Business Opportunities; Competitive Interests; Corporate
Opportunities
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No employee may enter into any contract or arrangement, or own any
interest or be a director, officer, consultant or attorney in or for
an entity which enters into any contract or arrangement (except for
the ownership of non-controlling interests in publicly traded
entities) with the Company, or any entity in which the Company may
serve as a general partner or managing agent, for the providing of
services to the Company to the above-described entities related to or
affiliated with the Company or for the occupancy of space in retail
projects owned or managed by the Company or by the above-described
entities related to or affiliated with the Company unless and until
the material facts as to the relationship or interest and the contract
or transaction are fully disclosed to the Company's Compliance Officer
and, if approved by the Company as required and in the manner set
forth in the Company's Amended and Restated Bylaws then currently in
effect, the Company's Compliance Officer shall provide written
confirmation of the approval of said contract or transaction except in
those situations specifically approved by the Company's Board of
Directors, pursuant to previously-adopted polices of the Company on
those matters.
Except for interests owned prior to the date of issuance of this Code
and as disclosed to the Company's Compliance Officer in writing and
except for development efforts exerted on behalf of the Company or
projects in which the Company may own an interest, no employee may
develop retail shopping centers or retail facilities in the
continental United States, own or acquire interests in retail shopping
centers or retail facilities in the continental United States, own or
acquire an interest in any entity that owns or develops retail
shopping centers or retail facilities in the continental United States
(except for non-controlling interests in publicly-traded entities)
while an employee of the Company unless and until the material facts
as to the relationship or interest and the development activity are
fully disclosed to the Company's Compliance Officer and, if approved
by the Company, the Company's Compliance Officer shall provide written
confirmation of the approval of said activities. This policy statement
shall not modify, alter or otherwise affect the previously-adopted
policy on such matters relative to certain management level employees
and directors of the Company or any non-competition covenant that may
be applicable to an employee and the Company as set forth in any
employment agreement(s) that may exist between the Company and the
employee.
Employees owe a duty to the Company to advance its legitimate
interests when the opportunity arises to do so. Employees should
refrain from and shall be prohibited from (i) taking for themselves or
for their personal benefit opportunities that could advance the
interests of the Company or benefit the Company when such
opportunities are discovered through the use of Company property,
information or position; (ii) using Company property, information or
position for personal gain; or (iii) competing with the Company.
F. Loans and Guarantees of Indebtedness
Loans to, or guarantees of obligations of, employees, officers,
directors and their family members may create conflicts of interest,
and generally should be avoided. In addition, the Company specifically
prohibits direct or indirect personal loans to executive officers and
directors to the extent prohibited by applicable law and stock
exchange regulations.
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II. Dealing With Suppliers, Customers, Tenants, Other Employees
The Company obtains and keeps its business because of the quality of its
operations and services. Conducting business, however, with tenants, other
employees, suppliers and customers can pose ethical or even legal problems. The
following guidelines are intended to help all employees make the appropriate
decision in potentially difficult situations:
A. Kickbacks and Rebates
Purchases or sales of goods and services, landlord-tenant
relationships or employer-employee relationships must not lead to
employees or their families receiving personal kickbacks, rebates or
other payments regardless of form, whether in money, property or
services.
B. Gifts
No employee of the Company may either give or receive a gift to or
from any business or any business related person or entity whose value
exceeds $50.00.
Reasonable expenses incurred by an employee for entertaining potential
tenants or business contacts in the ordinary course of business shall
not be considered a gift under the provisions contained in this
section.
The Company recognizes that officers and directors of the Company may,
from time to time, give or receive gifts in excess of the stated $50
threshold that are customary and reasonable in the context of good
business practices. Unsolicited gifts given or received by directors
and officers of the Company of the level of vice-president or higher,
as holiday gifts or gifts in the nature of receptions, dinners or
charitable donations in honor of a director or such officer or a
valued business associate, shall be an exception to this policy as
long as said items are reasonable and do not involve lavish
expenditures; provided, however, any director or such officer who
gives or receives a gift in excess of the $50 threshold shall be
required to notify the Company's Compliance Officer of the giving or
receipt of such gift. Directors and officers should use good business
judgment in giving or accepting such gifts and should refuse same if
it is clear that the gift is in return for or in anticipation of an
unfair or unreasonable advantage to the giver that may be detrimental
or inappropriate to the Company. Other exceptions to this policy may
be allowed under specific circumstances. To establish an exception to
the Company's gift policy, an employee shall submit a written request
to the employee's department head. Upon approval of the department
head, the written request and accompanying approval shall be sent to
the Company's Compliance Officer for final approval.
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C. Travel and Entertainment Expenses
The Company policy on travel and entertainment expenses is set forth
in the Company's Policies and Procedures, as same may be amended or
supplemented from time to time. That policy, as may be amended or
supplemented, is incorporated herein by reference.
D. Relations with Government Personnel
The Company will not offer, give or reimburse expenses for
entertainment or gratuities (including transportation, meals at
business meetings, tickets to sporting or other events, etc.) to
government officials or employees who are prohibited from receiving
such by applicable government regulations.
E. Payments to Agents, Consultants, Distributors, Contractors
Agreements with agents, sales representatives, distributors,
contractors, and consultants should be in writing and should clearly
and accurately set forth the services to be performed, the basis for
earning the commission or fee involved, and the applicable rate or
fee. Payments should be reasonable in amount and not excessive in
light of the practice in the trade and commensurate with the value of
services rendered.
F. Payments to Countries Other Than Payee's Residence
Requests by third parties for payment of fees or commissions to the
payee's account in a country other than the payee's residence or place
of business (sometimes call "split fees") may not be made. To do so
may involve the Company in aiding or conspiring in the violation of
tax, currency control or other laws applicable to the payee.
G. Fair Dealing
Each employee should endeavor to deal fairly with the Company's
customers, suppliers, competitors and other employees. An employee
should not take an unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair-dealing practice.
III. Books and Records
False, misleading or artificial entries shall not be made in any reports,
ledgers, books or records of the Company for any reason nor shall any
misrepresentation be made regarding the content thereof. Such entry or
representation may result in criminal and/or civil penalties to the Company
and/or the employee. No employee may engage in an arrangement that in any way
may be interpreted or construed as misstating or otherwise concealing the nature
or purpose of any entries in the books and records of the Company. No payment or
receipt on behalf of the Company may be approved or made with the intention or
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understanding that any part of the payment or receipt is to be used for a
purpose other than that described in the documents supporting the transaction.
"Slush funds" or similar funds or accounts where no accounting for receipts or
expenditures is made on the Company's books are strictly prohibited.
IV. Competitive Practices
In business, it is inevitable that the Company and its competitors will meet and
talk from time to time. This is neither against the law nor to be avoided. What
will not be tolerated, is collaboration with competitors in violation of the law
on such things as pricing, production, marketing, inventories, product
development, sales territories and goals, market studies and proprietary or
confidential information.
As a vigorous competitor in the marketplace, the Company seeks economic
knowledge about its competitors, however, it will not engage in illegal acts to
acquire a competitor's trade secrets, customer lists, plans for future real
estate development projects, financial data, information about company
facilities, technical developments or operations.
V. Political Activities & Contributions
The Company encourages each of its employees to be good citizens and to fully
participate in the political process. Employees should, however, be aware that:
(1) federal law and the statutes of some states in the U.S. prohibit the Company
from contributing, directly or indirectly, to political candidates, political
parties or party officials; and (2) employees who participate in partisan
political activities must make every effort to ensure that they do not leave the
impression that they speak or act for the Company.
VI. Equal Employment Opportunity
The Company is an Equal Opportunity Employer as a matter of law, conduct and
good business practice. No employee may discriminate against another employee or
prospective employee or make disparaging comments or criticisms on the basis of
race, color, creed, sex, national origin, age, disability, or veteran's status.
Such practices must be avoided in daily work as well as in personnel
actions--hiring, transfer, discipline, promotion, pay action and terminations.
In addition to the above-stated prohibitions, sexual harassment will not be
tolerated.
VII. Compliance with Laws, Rules and Regulations
The Company proactively promotes the full compliance by all employees of
applicable laws, rules and regulations of any governmental unit, agency or
divisions thereof and the rules and regulations of the New York Stock Exchange
and/or any exchange upon which the Company's stock may be traded. The Company
has adopted and will enforce its policies regarding an employee's trading in the
stock of the Company based on inside information and will require employees to
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abide by such policy as well as provisions of applicable law on trading on
inside information and all employees of the Company are directed to refrain from
trading in the Company's stock based on inside information. The Company will
require its employees to abide by applicable law and the Company's procedures
with respect to "blackouts" (periods of time within which all or some
cross-section of the Company's employees will be prevented from trading in the
Company's stock). The Company will require its employees to abide by applicable
law and the Company's policies with respect to disclosures of material
non-public information (Regulation FD).
VIII. Protection of Employees from Reprisal for Whistleblowing ("Whistleblowing
Policy")
A. Purpose
To encourage employees to report Alleged Wrongful Conduct.
To prohibit supervisory personnel from taking Adverse Personnel Action
against a Company employee as a result of the employee's good faith
disclosure of Alleged Wrongful Conduct to a Designated Company Officer
or Director or to the Company's Audit Committee. An employee who
discloses and subsequently suffers an Adverse Personnel Action as a
result is subject to the protection of this Whistleblowing Policy.
B. Applicability
All employees of the Company and its affiliated entities who disclose
Alleged Wrongful Conduct, as defined in this Whistleblowing Policy,
and, who, as a result of the disclosure, are subject to an Adverse
Personnel Action.
C. Whistleblowing Policy
All employees of the Company are encouraged to promptly report Alleged
Wrongful Conduct. No Adverse Personnel Action may be taken against a
Company employee in Knowing Retaliation for any lawful disclosure of
information to a Designated Company Officer or Director or to the
Company's Audit Committee, which information the employee in good
faith believes evidences: (i) a violation of any law, (ii) fraudulent
or criminal conduct or activities, (iii) questionable accounting or
auditing matters; (iv) gross misappropriation of Company funds; (v)
violations of provisions of this Code (such matters being collectively
referred to herein as "Alleged Wrongful Conduct").
No supervisor, officer, director, department head, or any other
employee with authority to make or materially influence significant
personnel decisions shall take or recommend an Adverse Personnel
Action against an employee in Knowing Retaliation for disclosing
Alleged Wrongful Conduct to a Designated Company Officer or Director
or to the Company's Audit Committee.
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D. Definitions
In addition to other terms as defined above, the terms set forth on
Exhibit A attached hereto shall have the meanings corresponding
thereto for purposes of this Whistleblowing Policy.
E. Making A Disclosure
An employee who becomes aware of Alleged Wrongful Conduct is
encouraged to make a disclosure to any Designated Company Officer or
Director or to the Company's Audit Committee as soon as possible, but
in any case must make the disclosure no later than 365 consecutive
calendar days after becoming aware of the Alleged Wrongful Conduct.
In order to allow the Company an opportunity to investigate Alleged
Wrongful Conduct and to take necessary internal corrective action,
employees are encouraged to report in writing a disclosure of Alleged
Wrongful Conduct to a Designated Company Officer or Director or to the
Company's Audit Committee.
F. Legitimate Employment Action
This Whistleblowing Policy may not be used as a defense by an employee
against whom an Adverse Personnel Action has been taken for legitimate
reasons or cause. It shall not be a violation of this Whistleblowing
Policy to take Adverse Personnel Action against an employee whose
conduct or performance warrants that action separate and apart from
the employee making a disclosure.
G. Whistleblowing Statutes
An employee's protections under this Whistleblowing Policy are in
addition to any protections such employee may have pursuant to any
applicable state or federal law and this Whistleblowing Policy shall
not be construed as limiting any of such protections.
IX. Audit Committee Procedures - Receipt, Retention and Treatment of Complaints
Regarding Accounting, Internal Accounting Controls or Auditing Matters
Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the Company's
Audit Committee has established the following procedures for the receipt,
retention and treatment of complaints by Company employees regarding the
Company's accounting, internal accounting controls or auditing matters.
A. Purpose
To promote and encourage employees of the Company to report
complaints, problems or questionable practices relative to accounting,
internal accounting controls or auditing matters (collectively
referred to herein as "Accounting Concerns").
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B. Applicability
All employees of the Company.
C. Procedures
Any Company employee who has, knows of or has reason to know or
suspect the existence of any Accounting Concern is encouraged to
promptly report such Accounting Concern, dated and in writing, to the
Company's Compliance Officer and the Audit Committee at the following
address:
Compliance Officer
CBL & Associates Properties, Inc.
c/o Administrative Assistant to the Compliance Officer
2030 Hamilton Place Boulevard
CBL Center, Suite 500
Chattanooga, Tennessee 37421
with a copy to:
Chairman of the Audit Committee
CBL & Associates Properties, Inc.
2030 Hamilton Place Boulevard
CBL Center, Suite 500
Chattanooga, Tennessee 37421
Submissions by Company employees of Accounting Concerns may be signed
by the employee or may be anonymous. Submissions by Company employees
of Accounting Concerns should be sufficiently detailed so as to
provide the necessary information to the Company's Audit Committee as
to the nature of the Accounting Concern, the violation or potential
violation of any federal or state law or regulation or the nature of
any questionable accounting or auditing practice or matter. Company
employees are encouraged to include as much factual data as possible
in any submissions of Accounting Concerns and Company employees shall
not utilize the submission of an Accounting Concern for the sole
purpose of harassing another Company employee or officer. Submissions
by Company employees of Accounting Concerns shall be copied by the
Compliance Officer's Administrative Assistant and retained in a file
entitled "Accounting Concerns Report File" to be located outside of
the Company's Accounting Department and a copy of each submission
shall be promptly delivered to the Chairman of the Audit Committee and
to the Company's Compliance Officer.
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The Chairman of the Audit Committee shall review and investigate or
cause to be investigated each submission by Company employees of
Accounting Concerns that suggests any violation of Company policies,
violation of any federal or state laws or regulations or any
questionable accounting or auditing practice or matter. The Chairman
of the Audit Committee may utilize the services of the Company's
outside legal counsel in any such investigations. In the event the
Chairman of the Audit Committee shall determine that any Accounting
Concern is of sufficient veracity and significance so as to mandate
any action by the Company, the Chairman of the Audit Committee shall
report the Accounting Concern to the Audit Committee and, if
necessary, to the Company's Board of Directors with a recommendation
as to specific action to be taken. In extreme cases where an
Accounting Concern has been reported that involves a violation or
potential violation of federal or state laws or regulations and the
Chairman of the Audit Committee has determined that such report is
accurate or that sufficient evidence exists to create a significant
concern as to whether such violation has occurred or will occur, the
Audit Committee Chairman may report such Accounting Concern to the
appropriate governmental authority.
D. Protections
Company employees who may submit reports of Accounting Concerns shall
be entitled to the protection of the Whistleblowing Policy set forth
above.
X. Public Company Reporting
As a public company, it is of critical importance that the Company's filings
with the SEC and other public disclosures of information be complete, fair,
accurate, timely and understandable. An employee, officer or director of the
Company may be called upon to provide necessary information to ensure that the
Company's public reports are complete, fair, accurate and understandable. The
Company expects each Company employee, officer and director to take this
responsibility very seriously and to provide prompt, complete, fair, accurate
and understandable responses to inquiries with respect to the Company's public
disclosure requirements. With respect to the Company's employees, officers and
directors who may be participating in the preparation of reports, information,
press releases, forms or other information to be publicly disclosed through
filings with the SEC or as mandated by the SEC, such employees, officers and
directors are expected to use their diligent efforts to ensure that such
reports, press releases, forms or other information are complete, fair,
accurate, timely and understandable.
XI. Compliance and Discipline
All employees of the Company are required to fully comply with this Code.
Employees are expected to report violations of this Code and assist the Company,
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when necessary, in investigating violations. All department heads, managers and
supervisors are charged with the responsibility of supervising their employees
in accordance with this Code.
Failure to comply with this Code will result in disciplinary action that may
include suspension, termination, referral for criminal prosecution and/or
reimbursement to the Company for any losses or damages resulting from the
violation. The Company reserves the right to immediately terminate any employee
for a single violation of this Code.
All employees of the Company may be asked from time to time to reaffirm their
understanding of and willingness to comply with the above Code by signing an
appropriate certificate (see Appendix A).
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ADMINISTRATION AND WAIVER
This Code can be found on the Company's Internet web site at
http://www.cblproperties.com. Any change to this Code shall be disclosed to the
public on the Company's web site promptly after the change is made, within the
timeframe required by applicable rules of the SEC and the New York Stock
Exchange.
Any waiver, interpretation or other administration of this Code may only be
implemented by the Company's Board of Directors or by the Nominating/Corporate
Governance Committee of the Board. Any waiver of this Code for directors and/or
executive officers of the level of senior vice president or above may only be
granted by the Company's Board of Directors or by the Audit Committee of the
Board. Any waiver for other officers or employees may only be granted by the
Compliance Officer. Provisions of this Code providing for approval of certain
matters by the Company's Compliance Officer or in the manner set forth in the
Company's Amended and Restated Bylaws or pursuant to previously adopted policies
of the Company, shall not be deemed to constitute "waivers" of this Code for
purposes of this paragraph. Any waiver of this Code for directors, executive
officers of the level of senior vice president or above, the chief financial
officer, the corporate controller, or persons performing similar functions shall
be disclosed to the Company's shareholders and the public on the Company's web
site promptly after the waiver is granted, within the timeframe required by
applicable rules of the SEC and the New York Stock Exchange.
NO EMPLOYMENT CONTRACT
Nothing contained herein shall be construed as limiting the Company's right to
immediately terminate an employee for any reason. This Code is provided as a
guide for the benefit of the employees. It does not provide any guarantees of
continued employment, nor does it constitute an employment contract between the
Company and any employee. Every employee of the Company is an "at-will"
employee. The Company reserve the right to change, alter or amend this Code at
any time and from time to time without prior notice.
Amended and Restated Code of Business Conduct and Ethics as amended by First
Amendment CBL & Associates Properties, Inc., CBL & Associates Management, Inc.
and Affiliates Adopted February 3, 2004; First Amendment Adopted February 8,
2006 Effective February 3, 2004; First Amendment effective February 8, 2006 Doc
# 303576 v16 FINAL
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APPENDIX A
EMPLOYEE STATEMENT
I acknowledge having received a copy of the Company's Amended and Restated Code
of Business Conduct and Ethics. I have read it completely, I understand how the
Code applies to me, I understand that this Code does not constitute an
employment contract and I agree to fully comply with each of the provisions of
this Code, including such changes to this Code as the Company may announce from
time to time. I have reviewed with my department head or the Compliance Officer
any matters concerning ownership or other activities which are required to be
disclosed to the Company by this Code.
Employee Name_____________________________________
Employee Signature__________________________________
Date________________________________________________
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EXHIBIT A
DEFINED TERMS - WHISTLEBLOWING POLICY
1. "Adverse Personnel Action": an employment-related act or decision or a
failure to take appropriate action by a supervisor or higher level
authority which affects an employee negatively as follows:
a. Termination of employment;
b. Demotion;
c. Suspension;
d. Written reprimand;
e. Retaliatory investigation;
f. Decision not to promote;
g. Receipt of an unwarranted performance rating;
h. Withholding of appropriate salary adjustments;
i. Elimination of the employees' position, absent an overall
reduction in work force, reorganization, or a decrease in or lack
of sufficient funding, monies, or work load; or
j. Denial of awards, grants, leaves or benefits for which the
employee is then eligible.
2. "Disclosure": oral or written report by an employee to a Designated
Company Officer or Director or to the Company's Audit Committee of
Alleged Wrongful Conduct.
3. "Knowing Retaliation": An Adverse Personnel Action taken by a
supervisor or other authority against an employee where such
employee's prior disclosure of Alleged Wrongful Conduct is a direct or
indirect reason or basis for the Adverse Personnel Action.
4. "Designated Company Officer or Director": The Company's Compliance
Officer, any executive officer of the Company of the level of Senior
Vice President or above and any member of the Company's Board of
Directors.
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