Exhibit 99.2
MIDAS, INC.
CODE OF ETHICS
This Code of Ethics applies to the Chief Executive Officer, Chief Financial
Officer, senior executive officers and all other employees (the "employees") of
Midas, Inc. and its subsidiaries (the "Company"). As employees of the Company,
we will comply with all laws, regulations, and Company policies that govern our
activities around the world. To do any less would compromise the shared values
of our culture of honesty, trust and integrity. We will strive to be involved
and responsible citizens in the communities where we live and work. At work, we
will deal with employees fairly and honestly, and with concern for safety and
well being.
Management is responsible for making sure that proper attention is given to, and
that controls are in place for, promoting compliance with our code of ethics and
the specific Company policies addressing each area. Employees who fail to abide
by these Company policies will face corrective action, up to and including
termination from the Company. As to executive officers and directors, the
requirement that you adhere to these policies may only be waived by the board of
directors of the Company, and, in accordance with law, we will promptly disclose
to our shareholders any waiver of these policies made by the board of directors
on behalf of any executive officer or director.
This policy briefly summarizes the conduct required by key policies and
guidelines in effect in the U.S. and in many overseas locations and is intended
to remind us of the need to act ethically in all we do.
The Company's non-U.S. operations may, in addition, have policies in effect that
complement and support the Company's ethical approach. Non-U.S. employees are
governed by the applicable non-U.S. policies in their operations as well as the
business with integrity principles described in this policy.
If you ever are unsure about a situation or pending decision, contact your
supervisor or the others listed at the end of this policy. In this way, you can
obtain more information about the relevant policy of the Company. The Company
will not allow retaliation for any information or reports that you provide in
good faith.
ADVERTISING
All advertising of the Company must be truthful, not deceptive, and comply with
the applicable laws, regulations, and Company advertising policies. Any claims
about the performance or qualities of our products and services in advertising,
sales-training material or literature must be substantiated before being made.
We will hold ourselves and our competitors to the same high standard when making
comparative claims about competing products.
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ANTITRUST/COMPETITION LAWS
The Company is committed to fair and open competition in markets around the
world. All Company employees are expected to comply with the
antitrust/competition laws of the countries in which we do business. In the
U.S., European Community, and many other jurisdictions, it is against the law to
agree with competitors on prices or supply levels, division of customers or
sales territories, or bids. Violations can result in substantial money damages
and criminal penalties for both the company and individuals involved.
Employees should exercise due care in any situations where competitors may be
present to avoid violating these laws. In particular, employees of the Company
should not discuss with competitors current or future prices, bids, margins,
costs, discounts, rebates, terms of sales, production capacities, supply levels,
inventories, customers, business plans, or distribution strategies for competing
products or services.
There are other practices such as refusals to deal, price differences to
competing resellers, exclusive dealing, programs that affect the prices charged
by our resellers, or tying the sale of one product to the customer's purchase of
a second product that may also violate these laws. You should always consult
with the Legal Department before engaging in discussions with competitors and
whenever you have questions about the application of these laws to your business
activities.
BOOKS AND RECORDS/INTERNAL CONTROLS/
PAYMENTS TO GOVERNMENT OFFICIALS
All Company financial, accounting, research, test, sales, manufacturing and
expense records or reports, timesheets, and other documents must accurately and
clearly represent the facts of the underlying matter. Improper or fraudulent
documentation or reporting is contrary to Company policy.
The Company has established accounting and other control standards and
procedures to ensure that all Company assets are protected and properly used and
that financial records are accurate and reliable. Employees share the
responsibility for maintaining and complying with required internal controls and
ensuring that Company assets are not misused.
Employees should not make any payment to any government official for the purpose
of obtaining or retaining business. Any other payments made to government
officials should be approved in advance by management and recorded in the
Company's financial records.
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COMPLIANCE WITH LAWS IN GENERAL
Employees of the Company are required to comply with all applicable laws and
regulations wherever the Company does business. Perceived pressures from
supervisors or demands due to business conditions are not excuses for violating
the law. Whenever you have any questions or concerns about the legality of an
action, you are responsible for checking with management or the Legal
Department.
CONFIDENTIAL INFORMATION/ELECTRONIC INFORMATION
Trade secrets and other proprietary information about the Company, its business
activities, or its customers and suppliers, and information about such customers
and suppliers, should be treated as confidential. Except to the extent legally
required, such information, or confidential employee data, should not be
disclosed to people inside or outside the Company who do not have a legitimate
work-related need to know.
In addition to the proper use of information, it is important for employees to
prevent misuse, disclosure, or destruction (other than in accordance with the
appropriate recordretention policy) of the information for which they are
responsible. This information may be in printed form, computer based, or stored
on microfilm or some other format. In handling the Company's information or
information owned by a third party and/or licensed by the Company, employees
should comply with copyright laws, computer software licensing agreements, and
relevant Company policy. Information technology representatives can provide
advice and assistance in protecting computer-based information in accordance
with our policies on information security.
CONFLICTS OF INTEREST
Employees are expected to perform their duties in a way that does not conflict
with the best interests of the Company. Employees, and their immediate families,
must avoid any action or business relationship that may create a conflict
between their own interests and those of the Company. Conflicts of interest
include interference, including apparent interference, with the best interests
of the Company as a result of private interest. For example, you may be
presented with business opportunities from time to time as a result of your
employment or other relationship with the Company. You should not take for
yourself personally any opportunity that you have discovered through the use of
corporate property, information or positions, nor should you use corporate
property, information or position for your own personal gain. You should also
refrain from competing with the Company.
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EQUAL OPPORTUNITY
The Company's future depends on its ability to attract and retain the best
people at all levels of the Company. To do that, we must create a working
environment that values diversity and protects the right of each employee to
fair and equitable treatment. Our policies and practices assure equal employment
and advancement opportunities for all qualified people. We will maintain
appropriate standards of conduct in the workplace and always be sensitive to the
concerns of our diverse group of employees. Harassment of any employee for any
reason will not be tolerated.
ENVIRONMENT
The Company is dedicated to environmental responsibility and will follow all
applicable environmental laws and regulations. Where laws do not exist or are
inadequate, we will establish and follow our own standards consistent with this
commitment to environmental responsibility. Employees have an obligation to
promptly alert management to any work-related actions that threaten the
environment.
GIFTS/FAIR DEALING
Employees should deal honestly and fairly with suppliers and customers and
should award the Company business based on quality, delivery, service, and
competitive pricing. To avoid the appearance of improper influence, no employee,
or member of an employee's immediate family, should accept any gift of more than
token value. It is also inappropriate to accept loans or unusual hospitality
(excesses in meals, refreshment, or entertainment) from suppliers or customers.
Similarly, it is inappropriate for any employee, or any member of an employee's
immediate family, to give any gift of more than token value to any supplier or
customer in order to receive business or any other potential benefits for the
Company. If there is any question as to whether a gift has more than "token
value" or one or more acts constitute "unusual hospitality", contact your
supervisor or the Legal Department for clarification. 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.
POLITICAL ACTIVITIES
Generally, neither the Company nor its representatives may make political party
or candidate contributions on behalf of the Company unless approved in advance
by the Legal Department and only to the extent permitted by law. Unless
authorized, employees who participate in partisan political activities should
not suggest or state that they speak or act for the Company. Of course, each
employee is individually free to pursue political activities he or she deems
appropriate.
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PRODUCT SAFETY
The Company's objective is to manufacture and market products that are safe for
their anticipated use. Employees should immediately report any suspected
product-safety problem to their supervisor.
PROPER USE OF MIDAS ASSETS
All employees should protect the Company's corporate assets and ensure their
efficient use. All corporate assets should be used for legitimate business
purposes.
SAFETY AND HEALTH
The Company strives to provide a safe and healthful work setting for all
employees. In turn, each employee should encourage and practice safety while on
the job and observe appropriate standards of conduct. Employees should
immediately notify a supervisor or manager of any work hazards that come to
their attention.
SECURITIES LAWS/INSIDER TRADING
Under U.S. securities law and the law of several other countries, if an employee
knows important, nonpublic information about the Company or another company, the
employee should not buy or sell any securities (including stock) of the Company
or the other company until the information is generally known by the public. In
addition, that employee should not disclose the nonpublic information to others
inside or outside the Company who do not have an obligation to maintain
confidentiality. Violating this law can lead to significant civil and criminal
penalties in the U.S. and in other countries where similar laws have been
adopted. Each employee is expected to be familiar with, and to fully comply with
the requirements of, the Company's Insider Trading and Securities Policies, as
in effect from time to time.
MIDAS INTEGRITY
If you become aware of an ethics problem or any illegal behavior, it is your
responsibility as a Midas employee to report it.
Robert R. Schoeberl Alan D. Feldman
Chairman of the Board President and CEO
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REPORTING CONCERNS
Consistent with our culture of honesty, trust and integrity, the Company is
committed to supporting its people in meeting these ethical standards of
conduct. In a similar fashion, all Company employees must uphold these standards
in their work conduct.
If you observe or know of violations of these standards or any other illegal or
unethical behavior, or have questions about their meaning, intent and/or
application, it is your responsibility to report such situations or pose any
questions promptly as set forth below.
You can report such situations or pose any questions by contacting any of the
following persons or departments:
.. Your supervisor; or
.. The Company's Legal Department at 1300 Arlington Heights Rd., Itasca,
Illinois 60143.
If you wish to register any complaints directly to the Audit and Finance
Committee of the Board of Directors regarding accounting, internal accounting
controls or auditing matters, or if you wish to deliver an anonymous submission
of concerns regarding questionable accounting or auditing matters, you may write
to the chairman of the Audit and Finance Committee at the address published on
the Company's website.
Federal law expressly prohibits any form of retribution or retaliation by an
employer against any employee, who, in good faith, reports violations or
potential violations of any laws or company policies. Consistent with this law,
the Company will not permit any form of retribution or retaliation against any
person, who, in good faith, reports violations or potential violations of the
nature described above.