EXHIBIT 14
THE GETTY REALTY CORP.
BUSINESS CONDUCT GUIDELINES
Adopted February 19, 2004
INTRODUCTION
Getty Realty Corp. (hereinafter "The Company" or "Company") is
committed to excellence in the conduct of its business activities and the
pursuit of its business objectives. To achieve excellence, it is essential that
the Company's directors, officers and other employees share a common set of
business objectives. One essential objective is to maintain the highest ethical
standards in all of the Company's business activities, whether directly or
through its subsidiaries. In furtherance thereof, the Board of Directors of the
Company has adopted these Business Conduct Guidelines. It is intended by the
Company that these Guidelines qualify as a "code of ethics" under Item 406(a) of
Regulation S-K, under the Securities Act of 1933, as amended. Although the
Regulation requires a "code of ethics" for only the "principal executive
officer, principal financial officer, principal accounting officer or controller
or persons performing similar functions", the Board of Directors of the Company
has determined that it is in the best interests of the Company that the
application of these Guidelines be extended to all directors, officers and other
employees of the Company.
It is essential that the Company's directors, officers and other
employees understand their respective responsibilities for conducting themselves
in accordance with the policies, procedures and guidelines set forth in these
Business Conduct Guidelines, those additional business policies, procedures and
guidelines that the Company may implement from time to time that further the
Company's ethical standards and all applicable laws, rules and regulations,
including, without limitation, employment, discrimination, health, safety,
antitrust, securities, corporate governance and environmental laws. No director,
officer or other employee of the Company has authority to violate any law, rule
or regulation or to direct any employee of the Company or other person to
violate any law, rule or regulation on behalf of the Company.
These Business Conduct Guidelines summarize the responsibilities and
obligations of each director, officer and other employee to comply with the law
and properly conduct the Company's business. Changes to these Guidelines or
waivers of their application to the Chief Executive Officer, the Chief Financial
Officer or any other officer or director of the Company shall be disclosed by
the Company on Form 8-K within two business days.
By complying with these Business Conduct Guidelines, each of the
Company's directors, officers and other employees is helping to maintain the
outstanding and ethical reputation of the Company and ensure its continued
success.
The Company's directors and officers are responsible for setting the
professional
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and ethical standards for conduct of the Company's business and overseeing
compliance with those standards.
The directors, officers and other employees of the Company may
encounter a variety of ethical and legal questions in connection with their
respective Company responsibilities. Those issues are to be decided consistent
with these Business Conduct Guidelines, which require the Company's directors,
officers and employees to obey the law and to conduct themselves ethically.
Each section of these Guidelines covers a separate area of
responsibility. Each director, officer and other employee of the Company is
responsible, and will be held accountable, for compliance with these Business
Conduct Guidelines. Violation of these Guidelines by any officer or other
employee shall be grounds for termination of employment. If any director,
officer or other employee becomes aware that these Guidelines have been violated
or suspects a violation, he or she is obligated to report such violation (or
suspected violation) in accordance with the procedures set forth below or, in
any event, you may report such violation (or suspected violation) in accordance
with the procedures set forth in Section VI of these Guidelines.
I. PERSONAL CONDUCT
A. CLARIFICATION; REPORTING NON COMPLIANCE
If you have a question about any section of these Guidelines, the
question should be directed to your immediate supervisor, the Company's General
Counsel or to the Chairman of the Company's Audit Committee or, as may be
appropriate under the circumstances, any other officer or director of the
Company.
As part of its commitment to ethical and legal conduct, the Company
insists that it be notified of any violation of these Guidelines. Accordingly,
if any director, officer or other employee of the Company becomes aware of a
situation involving any other director, officer or employee, that he or she
reasonably believes is or may be a violation of these Guidelines, notice of such
situation must be brought to the Company's attention, without regard to the
identity or position of the suspected offender, by contacting either an
immediate supervisor, the Company's General Counsel, the Chairman of the
Company's Audit Committee or, as may be appropriate under the circumstances, any
other officer or director of the Company. Notice may be given anonymously. All
reports of unlawful or unethical conduct or other violations or suspected
violations of these Guidelines will be treated by the Company in a confidential
manner (consistent with appropriate evaluation and investigation) and
investigated promptly. No one has the authority to retaliate against anyone
reporting unlawful or unethical conduct or any violation or suspected violation
of these Guidelines by any director, officer or other employee of the Company,
and the Company will not tolerate threats or acts of retaliation or retribution
against anyone reporting unlawful or unethical conduct or any violation or
suspected violation of these
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Guidelines.
Because the failure to report unlawful or unethical conduct can be
understood to condone such conduct, the Company emphasizes the importance of
reporting. Failure to report knowledge of unlawful or unethical conduct or any
violation of these Guidelines may result in disciplinary action by the Company
against those who fail to report.
Information about unlawful or unethical conduct or other violations of
these Guidelines must be reported promptly. Whenever practical, the report
should be made in writing. If submitted to someone other than the Chairman of
the Company's Audit Committee, reports will be referred to the Company's General
Counsel and the Chairman of the Company's Audit Committee, to be investigated as
they find appropriate. Directors, officers and other employees are expected to
cooperate in the investigation of reports of unlawful or unethical conduct or
violations or suspected violations.
B. ADHERENCE TO BUSINESS CONDUCT GUIDELINES
The Company's hard-earned reputation for the highest standards of
business conduct is never taken for granted. It rests, not on periodic audits by
lawyers and accountants, but on the high measure of mutual trust and
responsibility that exists among the Company's directors, officers and other
employees, and the Company. It is based upon individuals acting in accordance
with the Company's Business Conduct Guidelines.
Officers and other employees who are found to have engaged in unlawful
or unethical behavior or other violations of the Company's Business Conduct
Guidelines are subject to disciplinary measures, including dismissal.
C. WORK ENVIRONMENT
The Company is committed to providing its employees with a healthy,
safe and productive work environment. This work environment extends beyond
physical conditions. It is one that fosters treatment of all individuals with
respect and dignity, promotes equal employment opportunities and prohibits
discriminatory practices. The Company insists that all relationships among
persons in the workplace be business-like and free from harassment and bias,
prejudice or discrimination based upon race, color, religion, sex, sexual
orientation, age, national origin, disability, veteran status or other status
protected by law.
The Company will not tolerate sexual advances, actions, comments or any
other conduct in the workplace that creates, in the judgment of Company
management, an intimidating or otherwise offensive environment. Similarly, the
use of racial or religious slurs, or any other remarks, jokes, or conduct that,
in the judgment of Company management, encourages or permits an offensive work
environment, will not be tolerated.
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Some other activities that are prohibited, because they clearly are not
conducive to a good work environment are: (1) threats, (2) violent behavior, (3)
the possession of weapons of any type, and (4) the use, distribution, sale or
possession of illegal drugs or any other controlled substance, except for
approved medical purposes. In addition, directors, officers and other employees
of the Company should not be on Company premises, in the Company work
environment or otherwise acting on behalf of the Company, if they are under the
influence of or affected by such illegal drugs, controlled substances used for
non-medical purposes, or alcohol. Officers and other employees who engage in any
of these prohibited activities are subject to disciplinary action, including
dismissal.
It is the Company's policy to comply with all applicable wage and hour
laws and other statutes regulating the employer-employee relationship and the
workplace environment. To the extent that the Company deals with labor unions,
it is illegal under federal and state law for the Company or any of its
directors, officers or other employees to pay to or receive anything of value
from any labor organization.
No director, officer or other employee of the Company may interfere
with or retaliate against another who seeks to invoke his or her rights under
the laws governing labor and employee relations.
Directors, officers and other employees of the Company who are present
at Company properties or facilities are required to follow carefully all safety
instructions and procedures that the Company adopts. Questions about possible
health and safety hazards at any Company facility or property should be directed
immediately to a supervisor or to the Company's General Counsel or, as may be
appropriate under the circumstances, any other officer or director of the
Company.
Anyone who is subject to conduct in violation of these Guidelines, or
otherwise believes that they have information regarding any violation or
suspected violation of these Guidelines, must bring such conduct or information
to the attention of the Company, either by informing an immediate supervisor,
the Company's General Counsel or the Chairman of the Company's Audit Committee,
or, as may be appropriate under the circumstances, any other officer or director
of the Company.
Any officer or other employee who is found to have engaged in
harassment or discrimination, or to have misused their position of authority in
this regard, or otherwise has engaged in conduct in violation of these
Guidelines, as described above, is subject to disciplinary action, including
dismissal.
D. EMPLOYEE PRIVACY
The Company collects or maintains personal information for each
employee regarding their employment, including medical and benefit information.
Access to such information is restricted to people with a need to know. Personal
information is released
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outside the Company or its agents only with employee approval, except to verify
employment or to satisfy the legitimate requirements of a successor to the
Company's business operations or in response to appropriate investigatory or
legal requirements. Employees who are responsible for maintaining personal
information and others who are provided access to such information must ensure
that the information is not disclosed in violation of the Company's policies or
practices.
E. PROTECTING THE COMPANY'S ASSETS
The Company has many assets, including real property, personal property
and intellectual property. These assets are of great value to the Company's
competitiveness and success as a business. The Company will take every step
necessary, including legal measures, to protect its assets.
The Company's intellectual property includes proprietary information,
which includes the confidential data entrusted to the directors, officers and
other employees of the Company in such capacities.
Protecting all of these assets is very important. Their loss, theft or
misuse may jeopardize the continued success of The Company.
For this reason, each director, officer and other employee is
responsible not only for protecting the Company property entrusted to them, but
also for helping to protect the Company's assets in general. Everyone's
awareness of security procedures play's a critical role. Situations or incidents
that could lead to the loss, misuse or theft of Company property should be
reported promptly to an immediate supervisor, the Company's General Counsel, the
Chairman of the Company's Audit Committee or, as may be appropriate under the
circumstances, any other officer or director of the Company.
1. Proprietary Information
Proprietary information is information that is the property of the
Company. Such information includes business and financial plans and other
Company records. It also includes personnel information, medical records, and
salary data. Other proprietary information includes: designs; engineering
know-how and processes; business and product plans with outside vendors; and a
variety of internal databases.
The Company alone is entitled to determine who may possess its
proprietary and other non-public information and what use may be made of it,
except for specific legal requirements such as the publication of certain
reports and required NYSE and SEC filings and notices.
Directors, officers and other employees have access to information that
the Company considers proprietary and/or is confidential (non-public)
information. It is very
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important not to use or disclose proprietary and/or confidential information
except as authorized by the Company, and to provide adequate safeguards to
prevent the disclosure of such information.
2. Inadvertent Disclosure
The unintentional disclosure of proprietary and/or confidential
information can be just as harmful as intentional disclosure.
To avoid unintentional disclosure, such information should not be
discussed with any unauthorized person. This information includes unannounced
acquisitions, dispositions or other transactions, revenues, earnings, tenant
information and capital requirements. Also included are: confidential
strategies; business plans; and other confidential information. This also
applies to discussions with family members or with friends who might use the
information to their advantage or who might innocently or inadvertently disclose
the information to someone else.
3. Direct Requests for Information
If someone outside the Company requests information about the Company
or its business activities, either directly or through another person,
information may be disclosed only by persons authorized to do so. Persons who
are not authorized to make such disclosures are required to refer the person
making the inquiry to the appropriate source within the Company. Industry
analysts, investment bankers, stockbrokers and shareholders should be referred
to Investor Relations or the Company's General Counsel. Under no circumstances
should contact be continued without guidance from Investor Relations or the
Company's General Counsel. Requests for information or interviews, from an
attorney, an investigator, or any law enforcement officer, regarding the
Company's business are to be referred to the Company's General Counsel.
Similarly, reporters anyone else writing about or otherwise covering the Company
or the industry, should be directed to Investor Relations or the Company's
General Counsel.
4. Disclosure and Use of Proprietary and/or Confidential
Information
Proprietary and/or confidential information may be used only in
connection with the Company's business.
5. Copyrightable Material
In most cases, the copyrights in employee-generated works of
authorship, such as manuals and computer programs, are automatically owned by
the Company through operation of law. In other cases, title to the copyrights is
given to the Company by contractual provisions. The Company considers it
important to limit the distribution of copyrightable material within the Company
to that in which the copyright is owned by or
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appropriately licensed to the Company. To ensure that material not owned by the
Company is appropriately licensed, the Company may request a license from an
individual before permission is given to place copyrightable material into or on
any of the Company's equipment, including computers.
Copyrightable material may not be copied or distributed without a
license. Therefore, magazines, newspapers, trade newsletters and the like may be
circulated but not photocopied.
6. Leaving The Company
A director, officer or other employee who leaves the Company for any
reason, including retirement, may not disclose or misuse Company proprietary
and/or confidential information. Also, the Company's ownership of intellectual
property that is created by a director, officer or other employee of the
Company, in such capacity, continues after separation from the Company.
7. Legal Remedies
When proprietary and/or confidential information or intellectual
property has been wrongfully taken or misused, the Company is not limited in its
response to disciplinary action against offending officers and other employees,
but may also take legal action against everyone involved. Additionally,
individuals can be prosecuted for their actions by government authorities and
convicted of crimes for their part in stealing information.
F. USE OF THE COMPANY'S ASSETS
All directors, officers and other employees are responsible for the
proper use of the Company's physical resources and property, as well as its
intangible assets, including proprietary and other confidential information.
Company property, facilities or physical resources may not be used for business,
solicitation or distribution activities that are not related to the Company's
business, except for charitable activities that have been approved in writing in
advance by the Company.
Personal items, messages or information that you consider private
should not be placed or kept in telephone systems, office systems, offices, work
spaces, desks, credenzas or file cabinets; the Company management may gain
access to these areas when required.
1. Supplies
An increasing number of employees own equipment that uses Company
supplies such as printer ink and computer diskettes. Since these supplies are
readily available at Company work locations, the question of making personal use
of them frequently arises. The answer is clear: directors, officers and other
employees may not use Company
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supplies for personal use.
2. Internal Company Information Systems
The increasing reliance placed upon internal information and
communications facilities in carrying out the Company business makes it
absolutely essential to ensure their integrity. Like other Company assets, these
facilities and the information they make available through a wide variety of
databases should be used only for conducting Company business or for purposes
authorized by Company management. Their unauthorized use, whether or not for
personal gain, is a misappropriation of Company assets.
G. RECORDING AND REPORTING INFORMATION GENERALLY
Directors, officers and other employees are required to report all
information accurately and honestly.
Dishonest reporting of information, whether internally or to
organizations, agencies or other persons outside the Company is strictly
prohibited and could lead to civil or even criminal liability for those
responsible and the Company. This includes not only reporting information
inaccurately, but also presenting it in a way that is intended to mislead or
misinform those who receive it. Directors, officers and other employees must not
make false or misleading statements in external financial reports, environmental
monitoring reports or any other documents submitted to or maintained for
government agencies, the stock exchanges, securities analysts, investors,
investment advisors, stock brokers or shareholders.
H. COMPUTER, E-MAIL AND INTERNET POLICIES
Every director, officer and other employee is responsible for using the
Company's computer system, including, without limitation, its electronic mail
system and the Internet (collectively, the "Computer System") properly and in
accordance with Company policies.
The computers that are provided to directors, officers or other
employees or have access to for work and the E-mail system are the property of
the Company and have been provided for use in conducting Company business. All
communications and information transmitted by, received from, created or stored
in its Computer System (whether through word processing programs, E-mail, the
Internet or otherwise) are Company records and the property of the Company.
The Company has the right, but not the duty, for any reason and without
the permission of any director, officer or other employee, to monitor any and
all of the aspects of its Computer System, including, without limitation,
reviewing documents created and stored on its Computer System, deleting any
matter stored in its system, monitoring sites visited by any director, officer
or other employee on the Internet, monitoring chat and news
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groups, reviewing material downloaded or uploaded by users from the Internet,
and reviewing E-mail sent and received by users. No director, officer or other
employee should have any expectation of privacy in anything they create, store,
send or receive on the Computer System.
The Company's Computer System may not be used to send or receive
messages or files that are illegal, sexually explicit, abusive offensive or
profane. Neither may it be used to solicit for religious or political causes,
commercial enterprises, outside organizations or other activities not related to
an employee's services to the Company.
The Company's Computer System may not be used to send (upload) or
receive (download) copyrighted materials, trade secrets, proprietary financial
information or similar materials.
I. DOCUMENT RETENTION
The space available for the storage of Company documents, both on paper
and electronic, is limited and expensive. Therefore, periodic discarding of
documents (including E-mail) is necessary. On the other hand, there are legal
requirements that certain records be retained for specific periods of time.
Before disposing of documents, employees should consult the Company Records
Retention Policy, the Company's General Counsel or the Chairman of the Company's
Audit Committee.
Whenever it becomes apparent that documents of any type will be
required in connection with a lawsuit or government investigation, whether or
not such lawsuit or investigation has formally commenced, all such documents
must be preserved, and ordinary disposal or alteration of documents pertaining
to the subjects of the litigation or investigation must be suspended
immediately. If a director, officer or other employee is uncertain whether
documents under his or her control should be preserved (because they may relate
to a lawsuit or investigation or otherwise are essential corporate records) or
whether documents may be deleted, destroyed or altered, he or she should contact
the Company's General Counsel, the Chairman of the Company's Audit Committee or,
as may be appropriate under the circumstances, any other officer or director of
the Company.
II. CONDUCTING THE COMPANY'S BUSINESS
A. SOME GENERAL STANDARDS
Today, the Company is engaged in a variety of business relationships
with other companies and organizations. More than one kind of relationship often
exists between the Company and these organizations at the same time. For
example, a firm that is a customer may concurrently be a supplier and a
competitor. No matter what type of organization is being dealt with or its
relationship to or with the Company, the following general standards should be
observed.
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1. Avoid Misrepresentation
Never make misrepresentations or dishonest statements to anyone. If it
is suspected or believed that the other person may have misunderstood a
statement, promptly correct the misunderstanding. Honesty based upon clear
communication is integral to ethical behavior. The resulting trustworthiness is
essential to sound, lasting relationships and is an essential element of the
business relationships that the Company maintains.
2. Treat Everyone Fairly
Everyone the Company does business with is entitled to fair and
even-handed treatment. That should be true no matter what the relationship with
an outside organization may be.
The Company uses a competitive evaluation process to maintain equity in
selecting suppliers. Prices and other information submitted by suppliers and the
Company's evaluation of that information are confidential to the Company.
Directors, officers and other employees and former employees may not use any of
this information outside of the Company without written permission from
management. It is essential that suppliers competing for the Company's business
have confidence in the integrity of its selection process. Directors, officers
and other employees are not to exert or attempt to exert influence to obtain
"special treatment" on behalf of a particular supplier. Even to appear to do so
can undermine the integrity of the Company's established procedures.
3. Avoid Reciprocal Dealing
Seeking reciprocity is contrary to Company policy and also may be
unlawful. In other words, prospective suppliers should not be told or led to
believe that a decision to purchase its goods or services is contingent upon the
supplier's agreement to purchase the Company's products or services. To avoid
allegations of reciprocal dealing, do not tell a prospective customer that the
Company deserves its business because of the Company's purchases from that
customer.
This does not mean that a Company customer is precluded from being a
Company supplier. It simply means that the Company's decision to buy goods and
services from a supplier must be made independently from that supplier's
decision to purchase the Company's products and services.
4. Report Violations of Procurement Laws
Directors, officers and employees have a duty to report violations of
the Company's procurement policies. This may be done directly through an
immediate supervisor, the Company's General Counsel or the Chairman of the
Company's Audit Committee or, as may be appropriate under the circumstances, any
other officer or director
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of the Company.
B. FAIRNESS IN THE FIELD
Those engaged in marketing the Company's products and services, must do
so vigorously and effectively, but fairly as well.
1. Disparagement
It has long been the Company's policy to enter into business
relationships and transactions based upon their merits, not by disparaging
competitors, their products or their services. False or misleading statements
and innuendos are improper. Such conduct only invites disrespect from our
customers and tenants and those with whom the Company currently has
relationships.
In short, all comparisons must be fair and accurate.
2. Intentional Interference With A Contract
If a competitor already has a contract with a potential customer or
tenant, it is the Company's practice not to market the Company services to that
customer or tenant until the competitor's contract is expiring or has been
terminated. Intentional interference with someone else's contract can result in
expensive litigation and substantial monetary damages.
C. MULTIPLE RELATIONSHIPS WITH OTHER ORGANIZATIONS
1. Business Contacts with Competitors
Because many companies have multiple relationships with the Company, it
is important to recognize when a company you are dealing with, as a supplier or
a customer, is also the Company's competitor. Such relationships require extra
care.
2. Prohibitions
In all contacts with competitors, avoid disclosing in-house pricing
policy, terms and conditions, marketing plans, market surveys and studies and,
of course, any other proprietary or confidential information.
Collaboration or discussion of these subjects with competitors can be
illegal. If a competitor raises any of them, even lightly or with apparent
innocence, stop the conversation immediately, and inform the competitor that
under no circumstances can these matters be discussed.
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Directors, officers and other employees must disassociate themselves
and the Company from participation in any possible illegal activity with
competitors and confine communication to what is clearly legal and proper. Any
incident involving a prohibited subject is to be reported immediately to an
immediate supervisor, the Company's General Counsel or the Chairman of the
Company's Audit Committee or, as may be appropriate under the circumstances, any
other officer or director of the Company.
D. INFORMATION ABOUT OTHERS
In the normal course of business, it is not unusual to acquire
information about many other organizations, including competitors. Doing so is a
normal business activity and is not unethical in itself. In fact, the Company
properly gathers this kind of information for such purposes as extending credit
and evaluating potential transactions. The Company also collects information on
competitors from a variety of legitimate sources to evaluate the relative merits
of its own products, services, and marketing methods. This activity is proper
and necessary in a competitive system.
1. Acquiring Information
However, there are limits to the ways that information should be
acquired and used, especially information about competitors. No one should
employ improper means to acquire a competitor's trade secrets or other
proprietary or confidential information.
Industrial espionage, trespassing, burglary, wiretapping, bribery and
stealing are obviously wrong and also illegal. Solicitation of proprietary or
confidential data from a competitor's employees also is improper. The Company
will not tolerate any form of questionable intelligence-gathering by its
directors, officers or other employees.
2. Using Information
Information about other companies should be treated with sensitivity
and discretion. Such information often is about individuals. Other companies are
rightly concerned about their reputations and the privacy of their people.
Adverse information with no business use should not be kept or maintained.
When working with sensitive information about other companies, whether
or not such information is expressly indicated to be confidential, such
information should be used only in the proper context and made available only to
other Company employees with a legitimate need to know. In presenting such
information, the identity of the organization or individuals that are the
subject of the information should be disclosed only if it is necessary.
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E. INFORMATION OWNED BY OTHERS
1. Receiving Information That May Be Confidential or
Have Restrictions on Its Use.
To avoid the risk of the Company being accused of misappropriating or
misusing someone's confidential or restricted information, there are certain
steps that should be taken before receiving such information. The receipt of
confidential or restricted information (whether oral, visual or written) must
not take place until the terms of its use have been formally agreed to between
the Company and the other party. That means a written agreement approved by the
Company's General Counsel. Furthermore, unless otherwise delegated, establishing
such an agreement for the receipt of confidential or restricted information of
another party will require the prior written approval of an appropriate officer
of the Company. Once another party's confidential or restricted information is
received properly, it may not be used, copied, distributed or disclosed except
in accordance with the terms of the agreement.
2. Acquiring Software
Special care should be taken in acquiring software from others. As
intellectual property, software is protected by copyright, and may also be
protected by patent, trade secret or as confidential information. Such software
includes computer programs, databases and related documentation owned by the
party you are dealing with or by another party. Before accepting software or
signing a license agreement, established Company procedures must be followed.
The terms and conditions of such license agreements -- such as provisions not to
copy or distribute programs -- must be strictly followed. Also, if software is
acquired for personally owned equipment, it should not be copied, in whole or in
part onto any Company-owned computer system, or incorporated into any work that
is done for the Company.
F. USING TRADEMARKS
The Company has trademarks and service marks -- words, names, symbols
or devices -- that are used to identify and distinguish the company's products.
Some trademarks and service marks are registered in the U.S. Patent and
Trademark Office; others are not. For example, the block plain letters "Getty
Realty Corp."(R) and Getty's logotype are registered trademarks indicated by an
"(R)".
It is important that the Company trademarks and the trademarks of other
companies be acknowledged and used properly. Specifically, the trademark should
be spelled correctly and written the way the owner of the trademark writes it.
Avoid using any trademark as a generic name. Properly acknowledge the trademark
in publications by indicating, the first time the name or word is mentioned,
that the particular name or word is a trademark of the Company or another
company.
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Questions regarding the proper use of a trademark should be referred to
the Company's General Counsel.
G. BRIBES, GIFTS AND ENTERTAINMENT
Gifts offered to or exchanged by employees of different companies vary
widely. They can range from widely distributed advertising novelties of nominal
value, which may be given or accepted, to bribes that, unquestionably, may not
be given or accepted. Under no circumstances may a director, officer or employee
of the Company make any payment, loan or delivery of any cash, goods or services
that is designed to influence or compromise the conduct of the recipient.
Similarly, under no circumstances may a director, officer or employee accept any
payment, loan or delivery of any cash, goods or services for assisting in
obtaining business or for securing special concessions from the Company.
Company directors, officers and employees are expected to fulfill their
Company responsibilities conduct their Company related business in such a manner
that neither the individual's nor the Company's reputation will be impugned if
the details of their dealings should become disclosed to the public.
It is acceptable to pay for or receive customary business amenities
such as meals, provided the payment amounts and value of such amenities are at a
reasonable level and are not otherwise prohibited by law or known customer
business practice.
1. Receiving
No director, officer or other employee, nor any member of any of their
families, may solicit or accept from a current or prospective supplier or
customer money or a gift that is, or could be reasonably construed to be,
connected with the Company's business relationship with that supplier or
customer. Gifts include not only material goods, but also services, promotional
premiums or discounts on personal purchases of goods or services. However,
unless the Company has specified to the contrary, you may accept promotional
premiums and discounts offered by transportation companies, hotels, auto rental
agencies, and restaurants if they are based upon membership in bonus programs
for individuals and are offered to travelers generally. Furthermore, a gift of
nominal value, such as an advertising novelty, may be accepted when it is
customarily offered to others having a similar relationship with the customer or
supplier. Questions regarding any particular situation should be referred to an
immediate supervisor or the Company's General Counsel.
If any director, officer or other employee is offered money or a gift,
or if either arrives at their home or office, the same must be disclosed
immediately to an immediate supervisor, the Company's General Counsel, the
Chairman of the Company's Audit Committee or, as may be appropriate under the
circumstances, any other officer or director
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of the Company. If it is determined that the gift may not be kept, appropriate
arrangements will be made to return or dispose of what has been received, and
the supplier or customer will be reminded of the Company's gift policy.
2. Giving
Money or gifts may not be given to any executive, official or employee
of any supplier, customer or any other organization if doing so could reasonably
be construed as having any connection with the Company's business. U. S. and
local laws prohibit the offering or acceptance of "kickbacks", that is, anything
of value offered or accepted for the purpose of obtaining favorable treatment in
connection with a government contract.
3. Relationships with Government Employees
What is acceptable practice in the commercial business environment,
such as providing education, transportation, entertainment or other things of
value, may be entirely unacceptable, and may even violate certain federal, state
or local laws and regulations, in dealings with government employees or those
who act on the government's behalf. Therefore, everyone is accountable for
adhering to the relevant laws and regulations governing relations between
government customers and suppliers.
As a general guideline, directors, officers or other employees may not
undertake any of the following activities may be undertaken directly or
indirectly:
- Exchange money or gifts with any government employee.
- Discuss or offer employment or business opportunities that
could personally benefit any government employee.
- Offer or provide gratuities to or for the benefit of any
government employee.
All actual or suspected violations by the Company or any director,
officer or other employee must be promptly reported to the Company's General
Counsel or the Chairman of the Company's Audit Committee or, as may be
appropriate under the circumstances, any other officer or director of the
Company.
H. COMPLIANCE WITH LAWS
The Company's policy is to comply with all laws and regulations that
apply to the Company or its business and to cooperate with governmental audits.
1. Employment
See Section I.C. above.
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2. Securities Laws Compliance - Trading
No director, officer or employee of the Company may trade in (or even
recommend) Company stock based upon non-public information. "Insider trading" is
the purchase or sale of a publicly traded security while in possession of
material non-public information about the security or the issuer of the
security. Such information includes, for example, non-public information
regarding Company earnings, gains or losses, the hiring, firing, resignation or
death of a director or officer of the Company. Such trading, as well as
"tipping", which is communicating such information to anyone who might use it to
trade the Company's securities is illegal. When in doubt, Company information
obtained as a director, officer or employee should be presumed to be material
and not public.
Directors and officers of the Company also are prohibited from trading
in Company securities during any period in which participants in the Company's
retirement plans could not engage in a similar type of transaction.
Directors and officers are required to disclose, within two business
days, each and every transaction that they conduct in the Company's securities
by electronically filing a Form 4 with the Securities and Exchange Commission
Edgar filing system.
Directors, officers and employees who have questions pertaining to the
sale or purchase of a security under circumstances that may involve non-public
information should consult with the Company's General Counsel or the Chairman of
the Company's Audit Committee.
All actual or suspected violations of the securities laws, by the
Company or any director, officer or other employee, must be promptly reported to
the Company's General Counsel or to the Chairman of the Company's Audit
Committee or, as may be appropriate under the circumstances, any other officer
or director of the Company.
3. The Environment
The Company is committed to compliance with all environmental laws.
These include the reporting of discharges and the remediation of resulting
contaminations.
Directors, officers and other employees who become aware of any
violation of any environmental law or any action that may appear to conceal such
a violation must immediately report the matter to an immediate supervisor or to
the Company's General Counsel or the Chairman of the Company's Audit Committee
or, as may be appropriate under the circumstances, any other officer or director
of the Company. All actual or suspected violations by the Company or any
director, officer or other employee must be promptly reported to the Company's
General Counsel, the Chairman of the Company's Audit Committee or, as may be
appropriate under the circumstances, any other officer or director of the
Company.
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Federal, state and local laws require that all spills of petroleum
products must be promptly reported to the appropriate governmental authorities
(e.g., state environmental agency and fire marshal), usually by utilizing a
1-800 "Hotline." Usually, when a spill is reported, a spill number is given by
the "hotline" operator, and the spill number should be recorded. Spills must be
reported promptly.
4. Antitrust Laws
Antitrust laws of the U.S. and other countries are designed to protect
consumers and competitors against unfair business practices and to promote and
preserve competition. Our policy is to compete vigorously and ethically while
complying with all antitrust, monopoly, competition or cartel laws in all
countries, states or localities in which the Company conducts business.
a. Actions that Violate U.S. Antitrust Laws
In general, U.S. antitrust laws forbid agreements or actions "in
restraint of trade." All employees should be familiar with the general
principles of the U.S. antitrust laws. The following are examples of actions
that are violations of U.S. antitrust laws:
- Allocation of Business. The Company may not agree with its competitors
to divide or allocate markets, territories or customers.
- Boycott. The Company may not agree with its competitors to refuse to
lease, sell or purchase products from third parties. In addition, the
Company may not prevent a tenant or customer from leasing, purchasing
or using non-Company properties, products or services.
- Tying. The Company may not require a customer to lease or purchase a
property or product that it does not want as a condition to the lease
or sale of a different property or product that the customer does wish
to lease or purchase.
b. Meetings with Competitors
Employees should exercise caution in meetings with competitors. Any
meeting with a competitor may give rise to the appearance of impropriety. As a
result, if you are required to meet with a competitor for any reason, you should
obtain the prior approval of the Company's General Counsel. You should try to
meet with competitors in a closely monitored, controlled environment for a
limited period of time. The contents of your meeting should be fully documented.
Specifically, you should avoid any communications with a competitor regarding:
17
- Prices;
- Costs;
- Market share;
- Profits and profit margins;
- Product or service offerings;
- Terms and conditions of sale;
- Facilities or capabilities;
- Bids for a particular property; or
- Selection, retention or quality of tenants.
c. Professional Organizations and Trade
Associations
Employees should be cautious when attending meetings of professional
organizations and trade associations at which competitors are present. Attending
meetings of professional organizations and trade associations is both legal and
proper, if such meetings have a legitimate business purpose. At such meetings,
you should not discuss pricing policy or other competitive terms, plans for new
or expanded facilities or any other proprietary, competitively sensitive
information. You are required to notify the Company's General Counsel prior to
attending any meeting of a professional organization or trade association.
d. Seeking Help
Violations of antitrust laws carry severe consequences and may expose
the Company and employees to substantial civil damages, criminal fines and, in
the case of individuals, prison terms. Whenever any doubt exists as to the
legality of a particular action or arrangement, it is your responsibility to
contact the Company's General Counsel promptly for assistance, approval and
review.
III. CONFLICTS OF INTEREST
A. IN GENERAL
A conflict of interest of interest may arise in any situation in which
the loyalties of a director, officer or other employee are divided between
personal or business interests that, to some degree, are incompatible or
competitive with the interests of the Company. All such conflicts should be
avoided. The Company demands absolute integrity from all its directors, officers
and employees and will not tolerate any conduct that falls short of that
standard. Furthermore, the Company expects that no director, officer or other
employee will knowingly place himself or herself in a position that would have
the appearance of being, or reasonably could be construed to be, in conflict
with the interests of the Company.
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Some of the most common areas giving rise to conflicts or the
appearance of a conflict are addressed here, with the Company's related
Guidelines, to help you make informed decisions.
1. Gifts and Entertainment
The Company's objective is to deter givers of gifts from seeking or
receiving special favors from Company employees. (For guidelines concerning the
giving of gifts to, or entertainment of, customers and others by Company
directors, officers or other employees, reference should be made to Section
II.G. above.)
Accepting any gift of more than nominal value or entertainment that is
more than a routine social amenity can appear to be an attempt to influence the
decision-making of recipient, to favor a particular tenant, borrower, customer,
vendor, consultant or the like. To avoid the reality and the appearance of
improper relations with those who currently contract with the Company or may do
so in the future, directors, officers and other employees should observe the
following guidelines when deciding whether or not to accept a gift or
entertainment:
a. Gifts
Gifts, such as merchandise or products, as well as personal services or
favors, may not be accepted unless they have a value of less than $50. This
dollar limit is intended to serve as a guideline. Gifts of any amount or value
may never be solicited by a director, officer or other employee, and a gift of
cash or securities may never be accepted.
In some international business transactions, it is customary and lawful
for business leaders to give gifts. These gifts may be or more than nominal
value. In such cases, returning or refusing the gifts or paying for them may be
insulting to the giver. Such gifts (given or received) must be reported to an
immediate supervisor, the Company's General Counsel, the Chairman of the
Company's Audit Committee or, as may be appropriate under the circumstances, any
other officer or director of the Company. In some cases, the gift may be
retained by the Company, in its sole discretion.
b. Entertainment
Normal business entertainment, such as lunch, dinner, theater, a
sporting event and the like, is appropriate if of a reasonable nature and in the
course of a meeting or another occasion, the purpose of which is to hold bona
fide business discussions or to foster better business relations. All such
entertainment should be reported (in advance, if practical) to an immediate
supervisor. No one may accept tickets or invitations to entertainment when the
prospective host will not be present at the event.
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2. Assisting a Competitor
An obvious conflict of interest is providing assistance to an
organization that markets products and services in competition with the
Company's current or potential products or services offerings. Without the
Company's prior consent, no director, officer or other employee of the Company
may work for or provide services to such an organization (as an employee, a
consultant, or as a member of its board of directors or in any other capacity).
Such activities are prohibited because they divide loyalties between the Company
and that organization.
3. Supplying
Generally, no director, officer or other employee may be a supplier to
the Company, represent a supplier to the Company, work for a supplier to the
Company, or be a member of its board of directors while continuing to serve the
Company as a director, officer or other employee. In addition, no director,
officer or employee may accept money or benefits of any kind for any advice or
services they may provide to a supplier in connection with its business with the
Company.
4. 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 presume that any business opportunity presented to you in
your capacity as a director, officer or other employee of the Company is a
Company opportunity.
You should disclose to the General Counsel the terms and conditions of
each business opportunity covered by these Guidelines that you wish to pursue.
The General Counsel will contact 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 these Guidelines.
5. Use of the Company's Time and Assets
It is the policy of the Company that officers and other employees are
not to engage
20
in "free-lance" or "moonlighting" activities that will materially encroach upon
the time or attention which should be devoted to the officer's or employee's
duties; adversely affect the quality of work performed; compete with the
Company's activities; imply sponsorship or support by the Company of the outside
employment or organization; or adversely affect the reputation of the Company.
All such activities require the prior written approval of an immediate
supervisor or the Company's General Counsel. Furthermore, officers and other
employees are not to perform outside work or solicit such business on the
Company premises or while working on the Company time and may use the Company
equipment, telephones, materials, resources or proprietary information for any
non Company related work.
B. PUBLIC SERVICE
The Company encourages its officers and other employees to be active in
the civic life of their communities. However, such service may, at times, place
you in a situation that poses a conflict of interest with the Company. As a
board or committee member, a decision that involves the Company may be presented
to you.
1. The Question of Abstaining
There are several considerations. The law may require you to abstain,
depending on their position with the Company and whether there may be personal
gain from the decision. On the other hand, there may be circumstances in which
the law does not permit abstention. Before making a decision, you should seek
advice from the civic organization's lawyer and from the Company's General
Counsel.
If the law does not require abstention, participation in such a
decision or vote may still cause substantial embarrassment. In considering the
possible consequences of whether or not abstention is selected, never conceal
your relationship with the Company. And, if you decide to abstain, state clearly
that you are abstaining because of a conflict of interest - or the appearance of
one.
Generally, the individual is in the best position to decide whether or
not to abstain and should be left to make the decision. It follows, of course,
that the individual must bear the responsibility for such decision.
2. Employee Charitable Contributions
The Company realizes, as active members of the community and involved
citizens, its directors, officers and other employees often participate in
charitable projects and activities that may include donations and contributions
by them to charitable organizations.
Although the Company encourages civic and community involvement by its
directors, officers and other employees, the Company desires to avoid any
situation that
21
raises a conflict of interest or that creates an appearance of impropriety in
the context of the Company's business relationships. Specifically, this policy
prohibits directors, officers and other employees from making charitable
contributions when the solicitation or request for such contributions implies
that continued or future business with the Company depends on making such a
contribution. Similarly, no contribution should be made that creates the
appearance that the Company stands to benefit from a business relationship
because of a contribution by a director, officer or other employee.
No director, officer or other employee may represent that the Company
is associated with any charitable contribution or charity, without the prior
written approval of the Company's General Counsel.
C. PARTICIPATION IN POLITICAL LIFE
The Company will not make contributions or payments to political
parties or candidates which violate any laws. The Company will not make such
gifts and the Company will not provide any other form of support that may be
considered a contribution.
In this regard, an individual's work time is the equivalent of such a
contribution. Therefore, no officer or other employee will be paid by the
Company for any time spent running for public office, serving as an elected
official or campaigning for a political candidate, unless required by law. An
individual, however, may take reasonable time off without pay for such
activities, if the individual's Company duties permit the time off and the time
off is approved by an immediate supervisor. Individuals also may use vacation
time for political activity, or may be able to perform political activity
outside their regular work schedule.
When speaking out on public issues, individuals must make sure that
they do so as individuals. Individuals must not give the appearance that they
are speaking or acting on the Company's behalf, unless they are and this has
been approved by the Company.
D. PERSONAL FINANCIAL INTERESTS
No director, officer or other employee should have a financial interest
in any organization that the Company does business with if that interest might
cause that individual to have a conflict of interest with the Company. Such
organizations include suppliers, competitors, customers, tenants, distributors,
environmental contractors and maintenance contractors.
The following is the test to determine whether an improper interest
exists:
- Is the investment in a company that has a material
commercial relationship with the Company or is a significant competitor
of the Company? In either case,
22
the investment may be viewed as improper.
- Is the size of the investment such that, when viewed in
relation to salary and other family income, including income from other
investments, may be considered significant enough to cause an
individual to take some action as a Company employee to protect or
enhance the investment? In such case, the investment may be viewed as
improper.
A financial interest is improper if the combination of Company salary,
the amount of the investment, and the particular company in which the investment
is made, when viewed objectively by another person -- could appear to influence
the individual's actions as a Company employee.
In the case of a supplier, if you have any role, directly or
indirectly, in deciding whether the Company does business with that supplier,
then you must disclose to the Company any direct or indirect interest at all in
that supplier.
Investments in closely held organizations -- typically, closely held
corporations, partnerships or even sole proprietorships -- raise additional
concerns over those in publicly traded companies. That is because of the closer
ties of investors to most closely held organizations. For example, there
generally are relatively few investors, or owners, of such companies, giving
each a greater stake in ownership; the investors often have a chance to
participate in the company's day-to-day operations; and the investors may be
perceived to be closely identified with the company.
This relatively close relationship may give the appearance to
competitors of the closely held organization that it derives some benefit from
the Company. Such a relationship may also give the appearance to the Company
employees that the investing employee is using the Company's time, facilities,
or confidential information for the benefit of the closely held company. For
these reasons, directors, officers and employees may not make any investment or
hold any ownership interest in a closely held organization that is a competitor,
supplier, distributor, or organization that does business with the Company.
Exceptions must be specifically approved by the Audit Committee.
E. ANTI-NEPOTISM POLICY
The Company recognizes that potential problems may arise through the
employment of relatives. Such employment can result in favoritism, breach of
confidentiality and disciplinary problems, or the perception of such problems,
especially when relatives have a reporting relationship. The Company has
developed this policy to better assure that employees are treated on a
consistent basis and without favoritism. For purposes of this policy, "relative"
is defined as a spouse, child, grandchild, parent, parent-in-law, grandparent,
sibling, or sibling-in-law. With the exception of temporary or part-time
internships, the Company shall not employ, hire or utilize in any capacity,
whether as an employee, independent contractor or other business relation, the
relative of any director,
23
officer or employee. If two employees become related while employed, one of the
employees will have to resign, unless the Chairman of the Audit Committee and
the Board agree that the continued employment of both is in the best interests
of the Company and such employees, taking into account any changes to either
employee's employment responsibilities that the Chairman and the Board may deem
necessary or appropriate.
Similarly, the Company will not retain or use the services of an
employee's relative in any of its business relations (such as the Company's
independent contractors, representatives, vendors, clients, and other persons or
entities that do business with the Company) except with advance disclosure to
and clearance from the Company's General Counsel.
IV. FINANCIAL REPORTING
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
on our financial statements and disclosure 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.
Every director, officer and other employee records financial
information of some kind and submits it to the Company. For example: expense
accounts are important financial records. Directors, officers and other
employees are entitled to reimbursement for reasonable expenses incurred in
connection with the conduct of the Company's business -- but only if those
expenses are actually incurred. To submit an expense account for meals not
eaten, miles not driven, airline tickets not used or for any other expense not
incurred is dishonest reporting and is prohibited. Furthermore, it amounts to
fraud and may lead to civil or even criminal liability for those responsible or
the Company.
All officers and employees with supervisory duties should establish and
implement appropriate internal controls over all areas of their responsibility
to ensure the safeguarding of the assets of the Company and the accuracy of its
business and financial records and reports. The Company has adopted controls in
accordance with internal needs and the requirements of applicable laws and
regulations. These established business and accounting practices and procedures
must be followed to ensure the complete and accurate recording of all
transactions and business of the Company. All officers and other employees are
expected to adhere to these procedures.
24
All accounting adjustments that materially depart from GAAP must be
approved by the Company's Audit Committee and reported to the Company's
independent auditors. In addition, all material off-balance-sheet transactions,
arrangements and obligations, contingent or otherwise, and other relationships
of the Company with unconsolidated entities or other persons that may have a
material current or future effects on the financial condition, changes in
financial condition, results of operations, liquidity, capital expenditures,
capital resources or significant components of revenues or expenses of the
Company must be disclosed to the Company's Audit Committee and the Company's
independent auditors.
No director, officer or other employee of the Company may interfere
with or seek to improperly influence, directly or indirectly, the auditing of
the Company's financial records. Information regarding any violation or
suspected violation of these provisions or other questionable accounting or
auditing matter must be reported to the Company's General Counsel, the Chairman
of the Company's Audit Committee and to the Company's independent auditors.
Violations or suspected violations or such questionable matters are required to
be reported, as provided in Section I.A. of these Guidelines or, in any event,
you may report such violation (or suspected violation) in accordance with the
procedures set forth in Section VI of these Guidelines. All reports of
violations or of questionable accounting or auditing matters will be treated by
the Company in a confidential manner (consistent with appropriate evaluation and
investigation) and investigated promptly. No one has the authority to retaliate
against anyone reporting a possible violation or questionable accounting or
auditing matter and the Company will not tolerate threats or acts of retaliation
or retribution against anyone who makes such report.
V. WAIVERS
Directors, officers and other employees seeking prior approval of a
situation that otherwise would be considered to be, or may give the appearance
of, a violation of these Guidelines, or a waiver of the application of any of
the foregoing Guidelines, should submit a written request for such approval or
waiver, as the case may be, to the Company's General Counsel or the Chairman of
the Company's Audit Committee. No approval or waiver may be granted except in a
writing signed by the Company's General Counsel or the Chairman of the Company's
Audit Committee. Any waiver of these Guidelines for our directors, executive
officers or other principal financial officers may be made only by our Board of
Directors or the appropriate committee of our Board of Directors and will be
disclosed to the public as required by law or the rules of the New York Stock
Exchange.
VI. REPORTING VIOLATIONS OR SUSPECTED VIOLATIONS OF THESE GUIDELINES
All actual or suspected violations by the Company or any director,
officer or other employee of any of these Guidelines must be promptly reported
to the Company's General
25
Counsel or to the Chairman of the Company's Audit Committee or, as may be
appropriate under the circumstances, any other officer or director of the
Company.
Whenever practical, the report should be made in writing. If submitted
to someone other than the Chairman of the Company's Audit Committee, reports
will be referred to the Company's General Counsel and the Chairman of the
Company's Audit Committee, to be investigated as they find appropriate.
Directors, officers and other employees are expected to cooperate in the
investigation of reports of unlawful or unethical conduct or violations or
suspected violations. All reports of unlawful or unethical conduct or other
violations or suspected violations of these Guidelines will be treated by the
Company in a confidential manner (consistent with appropriate evaluation and
investigation) and investigated promptly.
No one has the authority to retaliate against anyone reporting unlawful
or unethical conduct or any violation or suspected violation of these Guidelines
by any director, officer or other employee of the Company, and the Company will
not tolerate threats or acts of retaliation or retribution against anyone
reporting unlawful or unethical conduct or any violation or suspected violation
of these Guidelines.
Because the failure to report unlawful or unethical conduct can be
understood to condone such conduct, the Company emphasizes the importance of
reporting. Failure to report knowledge of unlawful or unethical conduct or any
violation of these Guidelines may result in disciplinary action by the Company
against those who fail to report.
26
VII. ACKNOWLEDGMENT
Upon the dissemination of the Guidelines and each time the Guidelines
are revised and redistributed and as otherwise determined by Management, every
director, officer and employee will be asked to sign an Acknowledgment which
states:
"I have received and read the The Company Business Conduct Guidelines,
I understand the contents thereof and I agree to be bound thereby."
The Acknowledgment will be placed in that person's personnel file.
I HAVE READ AND RECEIVED A COPY OF THE COMPANY REALTY CORP.'S BUSINESS CONDUCT
GUIDELINES AND FULLY UNDERSTAND MY OBLIGATIONS AND RESPONSIBILITIES AS OUTLINED
THEREIN.
PRINT NAME:_____________________________________________________
SIGNATURE:_____________________________________________________
DATE:__________________
SOCIAL SECURITY NUMBER:________________________
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