Exhibit 14.1
CODE OF BUSINESS CONDUCT AND ETHICS
OF DEALERTRACK HOLDINGS, INC.
AND ITS SUBSIDIARIES
This Code of Business Conduct and Ethics (the "Code") was adopted by
the Board of Directors (the "Board") of DealerTrack Holdings, Inc. on October
19, 2005.
PURPOSE
This Code of Business Conduct and Ethics contains general guidelines
for conducting the business of DealerTrack Holdings, Inc. and its direct and
indirect subsidiaries (collectively, the "Company") consistent with the highest
standards of business ethics. To the extent this Code requires a higher standard
than required by commercial practice or applicable laws, rules or regulations,
we adhere to these higher standards.
This Code applies to all of our directors, officers and employees. We
refer to all persons covered by this Code as "Company employees" or simply
"employees." We also refer to our chief executive officer, our chief financial
officer and our controller as our "principal financial officers."
SEEKING HELP AND INFORMATION
This Code is not intended to be a comprehensive rulebook and cannot
address every situation that you may face. If you feel uncomfortable about a
situation or have any doubts about whether it is consistent with the Company's
ethical standards, seek help. We encourage you to contact your supervisor for
help first. If your supervisor cannot answer your question or if you do not feel
comfortable contacting your supervisor, contact the General Counsel's office.
The Company has also established an Ethics Helpline that is available 24 hours a
day, 7 days a week at 1- 866-301-7705. You may remain anonymous and will not be
required to reveal your identity in calls to the Ethics Helpline, although
providing your identity may assist the Company in addressing your questions or
concerns.
REPORTING VIOLATIONS OF THE CODE
All employees have a duty to report any known or suspected violation of
this Code, including any violation of the laws, rules, regulations or policies
that apply to the Company. If you know of or suspect a violation of this Code,
immediately report the conduct to your supervisor. Your supervisor will contact
the General Counsel's office, which will work with you and your supervisor to
investigate your concern. If you do not feel comfortable reporting the conduct
to your supervisor or you do not get a satisfactory response, you may contact
the General Counsel's office directly. You may also report known or suspected
violations of the Code on the Ethics Helpline that is available 24 hours a day,
7 days a week at 1- 866-301-7705. You may remain anonymous and will not be
required to reveal your identity in calls to the Ethics Helpline, although
providing your identity may assist the Company in investigating your concern.
All reports of known or suspected violations of the law or this Code will be
handled sensitively and with discretion. Your supervisor, the General Counsel's
office and the Company will protect your confidentiality to the extent possible,
consistent with law and the Company's need to investigate your concern.
It is Company policy that any employee who violates this Code will be
subject to appropriate discipline, which may include termination of employment.
This determination will be based upon the facts and circumstances of each
particular situation. An employee accused of violating this Code will be given
an opportunity to present his or her version of the events at issue prior to any
determination of appropriate discipline. Employees who violate the law or this
Code may expose themselves to substantial civil damages, criminal fines and
prison terms. The Company may also face substantial fines and penalties and many
incur damage to its reputation and standing in the community. Your conduct as a
representative of the Company, if it does not comply with the law or with this
Code, can result in serious consequences for both you and the Company.
POLICY AGAINST RETALIATION
The Company prohibits retaliation against an employee who, in good
faith, seeks help or reports known or suspected violations. Any reprisal or
retaliation against an employee because the employee, in good faith, sought help
or filed a report will be subject to disciplinary action, including potential
termination of employment.
WAIVERS OF THE CODE
Waivers of this Code for employees may be made only by an executive
officer of the Company. Any waiver of this Code for our directors, executive
officers or other principal financial officers may be made only by our Board of
Directors and will be disclosed to the public as required by law or the rules of
the Nasdaq National Market.
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CONFLICTS OF INTEREST
IDENTIFYING POTENTIAL CONFLICTS OF INTEREST
A conflict of interest can occur when an employee's private interest
interferes, or appears to interfere, with the interests of the Company as a
whole. You should avoid any private interest that influences your ability to act
in the interests of the Company or that makes it difficult to perform your work
objectively and effectively.
Identifying potential conflicts of interest may not always be
clear-cut. The following situations are examples of conflicts of interest:
o Outside Employment. No employee should be employed by, serve
as a director of, or provide any services to a company that
is a customer, vendor or competitor of the Company.
o Improper Personal Benefits. No employee should obtain any
material (as to him or her) personal benefits or favors
because of his or her position with the Company.
o Financial Interests. No employee should have a significant
financial interest (ownership or otherwise) in any company
that is a material customer, vendor or competitor of the
Company. A "significant financial interest" means (i)
ownership of greater than 1% of the equity of a material
customer, vendor or competitor or (ii) an investment in a
material customer, vendor or competitor that represents more
than 5% of the total assets of the employee.
o Loans or Other Financial Transactions. No employee should
obtain loans or guarantees of personal obligations from, or
enter into any other personal financial transaction with,
any company that is a material customer, vendor or
competitor of the Company. This guideline does not prohibit
arms-length transactions with banks, brokerage firms or
other financial institutions.
o Service on Boards and Committees. No employee should serve
on a board of directors or trustees or on a committee of any
entity (whether profit or not-for-profit) whose interests
reasonably would be expected to conflict with those of the
Company.
o Actions of Family Members. The actions of family members
outside the workplace may also give rise to the conflicts of
interest described above because they may influence an
employee's objectivity in making decisions on behalf of the
Company. For purposes of this Code, "family members" include
your spouse or life-partner, brothers, sisters and parents,
in-laws and children whether such relationships are by blood
or adoption.
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If you are uncertain whether a particular company is a material
customer, vendor or competitor, please contact the General Counsel's office for
assistance.
DISCLOSURE OF CONFLICTS OF INTEREST
The Company requires that employees disclose any situations that
reasonably would be expected to give rise to a conflict of interest. If you
suspect that you have a conflict of interest, or something that others could
reasonably perceive as a conflict of interest, you must report it to your
supervisor or the General Counsel's office. Your supervisor and the General
Counsel's office will work with you to determine whether you have a conflict of
interest and, if so, how best to address it. Although conflicts of interest are
not automatically prohibited, they are not desirable and may only be waived as
described in "Waivers of the Code" above.
CORPORATE OPPORTUNITIES
As an employee of the Company, you have an obligation to advance the
Company's interests when the opportunity to do so arises. If you discover or are
presented with a business opportunity through the use of corporate property,
information or because of your position with the Company, you should first
present the business opportunity to the Company before pursuing the opportunity
in your individual capacity. No employee may use corporate property, information
or his or her position with the Company for personal gain or should compete with
the Company.
You should disclose to your supervisor the terms and conditions of each
business opportunity covered by this Code that you wish to pursue. Your
supervisor will contact the General Counsel's office and the appropriate
management personnel to determine whether the Company wishes to pursue the
business opportunity. If the Company waives its right to pursue the business
opportunity, you may pursue the business opportunity on the same terms and
conditions as originally proposed and consistent with the other ethical
guidelines set forth in this Code.
CONFIDENTIAL INFORMATION
Employees have access to a variety of confidential information while
employed at the Company. Confidential information includes all non-public
information that might be of use to competitors, or, if disclosed, harmful to
the Company or its customers. Employees have a duty to safeguard all
confidential information of the Company or third parties with which the Company
conducts business, except when disclosure is authorized or legally mandated. An
employee's obligation to protect confidential information continues after her or
she leaves the Company. Unauthorized disclosure of confidential information
could cause competitive harm to the Company or its customers and could result in
legal liability to you and the Company.
Any questions or concerns regarding whether disclosure of Company
information is legally mandated should be promptly referred to the General
Counsel's office.
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COMPETITION AND FAIR DEALING
All employees should endeavor to deal fairly with fellow employees and
with the Company's customers, vendors and competitors. Employees should not take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other
unfair-dealing practice.
RELATIONSHIPS WITH CUSTOMERS
Our business success depends upon our ability to foster lasting
customer relationships. The Company is committed to dealing with customers
fairly, honestly and with integrity. Specifically, you should keep the following
guidelines in mind when dealing with customers:
o Information we supply to customers should be accurate and
complete to the best of our knowledge. Employees should not
deliberately misrepresent information to customers.
o Employees should not refuse to sell, service, or maintain
products the Company has produced simply because a customer
is buying products from another vendor.
o Customer entertainment should not exceed reasonable and
customary business practice. Employees should not provide
entertainment or other benefits that could be viewed as an
inducement to or a reward for, customer purchase decisions.
RELATIONSHIPS WITH VENDORS
The Company deals fairly and honestly with its vendors. This means that
our relationships with vendors are based on price, quality, service and
reputation, among other factors. Employees dealing with vendors should carefully
guard their objectivity. Specifically, no employee should accept or solicit any
personal benefit from a vendor or potential vendor that might compromise their
objective assessment of the vendor's products and prices. Employees can give or
accept promotional items of nominal value or moderately scaled entertainment
within the limits of responsible and customary business practice.
RELATIONSHIPS WITH COMPETITORS
The Company is committed to free and open competition in the
marketplace. Employees should avoid actions that would be contrary to laws
governing competitive practices in the marketplace, including federal and state
antitrust laws. Such actions include misappropriation and/or misuse of a
competitor's confidential information or making false statements about the
competitor's business and business practices.
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PROTECTION AND USE OF COMPANY ASSETS
Employees should protect the Company's assets and ensure their
efficient use for legitimate business purposes only. Theft, carelessness and
waste have a direct impact on the Company's profitability. The use of Company
funds or assets, whether or not for personal gain, for any unlawful or improper
purpose is prohibited.
To ensure the protection and proper use of the Company's assets, each
employee should:
o Exercise reasonable care to prevent theft, damage or misuse
of Company property.
o Report the actual or suspected theft, damage or misuse of
Company property to a supervisor.
o Use the Company's telephone system, other electronic
communication services, written materials and other property
primarily for business-related purposes.
o Safeguard all electronic programs, data, communications and
written materials from inadvertent access by others.
o Use Company property only for legitimate business purposes,
as authorized in connection with your job responsibilities.
Employees should be aware that Company property includes all data and
communications transmitted or received to or by, or contained in, the Company's
electronic or telephonic systems. Company property also includes all written
communications. Employees and other users of this property should have no
expectation of privacy with respect to these communications and data. To the
extent permitted by law, the Company has the ability, and reserves the right, to
monitor all electronic and telephonic communication. These communications may
also be subject to disclosure to law enforcement or government officials.
COMPANY RECORDS
Accurate and reliable records are crucial to our business. Our records
are the basis of our earnings statements, financial reports and other
disclosures to the public and guide our business decision-making and strategic
planning. Company records include booking information, payroll, timecards,
travel and expense reports, e-mails, accounting and financial data, measurement
and performance records, electronic data files and all other records maintained
in the ordinary course of our business.
All Company records must be complete, accurate and reliable in all
material respects. Undisclosed or unrecorded funds, payments or receipts are
inconsistent with our business practices and are prohibited. You are responsible
for understanding and complying with our record keeping policy. Ask your
supervisor if you have any questions.
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ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS
As a public company we are subject to various securities laws,
regulations and reporting obligations. Both federal law and our policies require
the disclosure of accurate and complete information regarding the Company's
business, financial condition and results of operations. Inaccurate, incomplete
or untimely reporting will not be tolerated and can severely damage the Company
and result in legal liability.
The Company's principal financial officers and other employees working
in the Accounting and Finance Department have a special responsibility to ensure
that all of our financial disclosures are full, fair, accurate, timely and
understandable. These employees must understand and strictly comply with
generally accepted accounting principles and all standards, laws and regulations
for accounting and financial reporting of transactions, estimates and forecasts.
COMPLIANCE WITH LAWS AND REGULATIONS
Each employee has an obligation to comply with all laws, rules and
regulations applicable to the Company. These include, without limitation, laws
covering bribery and kickbacks, copyrights, trademarks and trade secrets,
information privacy, insider trading, illegal political contributions, antitrust
prohibitions, foreign corrupt practices, offering or receiving gratuities,
environmental hazards, employment discrimination or harassment, occupational
health and safety, false or misleading financial information or misuse of
corporate assets. You are expected to understand and comply with all laws, rules
and regulations that apply to your job position. If any doubt exists about
whether a course of action is lawful, you should seek advice from your
supervisor or the General Counsel's office.
GIFTS AND ENTERTAINMENT
The giving and receiving of gifts is a common business practice.
Appropriate business gifts and entertainment are welcome courtesies designed to
build relationships and understanding among business partners. However, gifts
and entertainment should not compromise, or appear to compromise, your ability
to make objective and fair business decisions.
It is your responsibility to use good judgment in this area. As a
general rule, you may give or receive gifts or entertainment to or from
customers or vendors only if the gift or entertainment would not be viewed as an
inducement to or reward for any particular business decision. All gifts and
entertainment expenses should be properly accounted for on expense reports. The
following specific examples may be helpful:
o Meals and Entertainment. You may occasionally accept or give
meals, refreshments or other entertainment if:
o The items are of reasonable value;
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o The purpose of the meeting or attendance at the event
is business related; and
o The expenses would be paid by the Company as a
reasonable business expense if not paid for by another
party.
Entertainment of reasonable value may include food and tickets
for sporting and cultural events if they are generally offered
to other customers or vendors.
o Advertising and Promotional Materials. You may occasionally
accept or give advertising or promotional materials of nominal
value.
o Personal Gifts. You may accept or give personal gifts of
reasonable value that are related to recognized special
occasions such as a graduation, promotion, new job, wedding,
retirement or a holiday. A gift is also acceptable if it is
based on a family or personal relationship and unrelated to the
business involved between the individuals.
o Gifts Rewarding Service or Accomplishment. You may accept a
gift from a civic, charitable or religious organization
specifically related to your service or accomplishment.
You should make every effort to refuse or return a gift that is beyond
these permissible guidelines. If it would be inappropriate to refuse a gift or
you are unable to return a gift, you should promptly report the gift to your
supervisor. Your supervisor will bring the gift to the attention of the General
Counsel's office, which may require you to donate the gift to an appropriate
community organization. If you have any questions about whether it is
permissible to accept a gift or something else of value, contact your supervisor
or the General Counsel's office for additional guidance.
Note: Gifts and entertainment may not be offered or exchanged under any
circumstances to or with any employees of the U.S., state or local governments.
If you have any questions about this policy, contact your supervisor or the
General Counsel's office for additional guidance.
COMPLIANCE WITH INSIDER TRADING LAWS
Company employees are prohibited from trading in the stock or other
securities of the Company while in possession of material, nonpublic information
about the Company. In addition, Company employees are prohibited from
recommending, "tipping" or suggesting that anyone else buy or sell stock or
other securities of the Company on the basis of material, nonpublic information.
Company employees who obtain material nonpublic information about another
company in the course of their employment are prohibited from trading in the
stock or securities of the other company while in possession of such information
or "tipping" others to trade on the basis of such information. Violation of
insider trading laws can result in severe fines and criminal penalties, as well
as disciplinary action by the Company, up to and including termination of
employment.
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Information is "non-public" if it has not been made generally available
to the public by means of a press release or other means of widespread
distribution. Information is "material" if a reasonable investor would consider
it important in a decision to buy, hold or sell stock or other securities. As a
rule of thumb, any information that would affect the value of stock or other
securities should be considered material. Examples of information that is
generally considered "material" include:
o Financial results or forecasts, or any information that
indicates a company's financial results may exceed or fall
short of forecasts or expectations;
o Important new products or services;
o Pending or contemplated acquisitions or dispositions,
including mergers, tender offers or joint venture
proposals;
o Possible management changes or changes of control;
o Pending or contemplated public or private sales of debt or
equity securities;
o Acquisition or loss of a significant customer or contract;
o Significant write-offs;
o Initiation or settlement of significant litigation; and
o Changes in a company's auditors or a notification from its
auditors that a company may no longer rely on the auditor's
report.
The laws against insider trading are specific and complex. Any
questions about information you may possess or about any dealings you have had
in the Company's securities should be promptly brought to the attention of the
General Counsel's office.
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CONCLUSION
This Code of Business Conduct and Ethics contains general guidelines
for conducting the business of the Company consistent with the highest standards
of business ethics. If you have any questions about these guidelines, please
contact your supervisor or the General Counsel's office or the Ethics Helpline
at 1- 866-301-7705. We expect all Company employees, to adhere to these
standards.
This Code of Business Conduct and Ethics, as applied to the Company's
principal financial officers, shall be our "code of ethics" within the meaning
of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated
thereunder.
This Code and the matters contained herein are neither a contract of
employment nor a guarantee of continuing Company policy. We reserve the right to
amend, supplement or discontinue this Code and the matters addressed herein,
without prior notice, at any time.
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