EXHIBIT 14.1
Code of Ethics for Gray Television, Inc.
Gray Television, Inc. ("Gray") adheres to the highest standards of
business ethics in dealing with the company's employees, customers, suppliers,
investors and the general public. Gray conducts its business affairs with
honesty, integrity and in compliance with governmental rules and regulations
including, but not limited to, the rules and regulations of the Securities and
Exchange Commission ("SEC"), the New York Stock Exchange ("NYSE"), the Federal
Communications Commission ("FCC"), the Federal Trade Commission ("FTC") and the
U.S. Department of Labor.
This Code of Ethics ("Code") applies to Gray, its subsidiaries and
their directors, officers and employees and provides a set of expectations to
guide the company's behavior. This Code focuses the board and management on
areas of ethical risk, provides guidance to all employees to help them recognize
and deal with ethical issues, presents mechanisms for reporting unethical
conduct, and helps to foster a culture of honesty and accountability.
Violations of this Code may subject the violator to disciplinary
action, including where appropriate, termination of employment.
The Audit Committee of the Gray Board of Directors will report
significant violations to the Board and recommend appropriate action to the
Board.
Employees, Directors and Officers
All employees, directors and officers of Gray are expected to perform
their duties in compliance with this Code. Everyone is treated, and expected to
treat others, with fairness, respect and dignity. Gray offers equal
opportunities for employment to all individuals and does not tolerate
intimidation, harassment or discrimination based on race, sex, age, color,
religion, national origin, veteran's status or disability.
Compliance with Laws and Regulations
All employees, directors and officers are expected to comply with all
laws and regulations.
Confidential Information
All employees, directors and officers must respect and maintain the
confidentiality of information entrusted to them by Gray or its customers except
when disclosure is authorized or legally mandated. Gray also requires full
compliance with "Insider Trading Laws" that restrict securities trading by
persons with access to material nonpublic information.
Conflict of Interest
At Gray, private interests may in no way interfere with or appear to
interfere with the interests of the company as a whole. Employees, directors and
officers should avoid situations in which their actions or interests make it
difficult to perform company work objectively and effectively. Employees,
directors and officers may not compete with the company or disadvantage Gray by
taking for personal gain corporate opportunities. Any employee involved
in a conflict of interest or a transaction or relationship that reasonably could
be expected to give rise to a conflict must report the matter promptly to the
employee's management. Any officer or director in such situations must report it
to the Audit Committee.
Gifts and Gratuities
Exchanging gifts, entertainment and other reasonable favors is a common
and appropriate practice in business interactions. Gray does not, however,
accept, offer or authorize exchanges that are not a reasonable part of a
business relationship. Hospitality is exercised with discretion as not to
jeopardize the integrity of any party involved.
Competitive Practices
Gray competes vigorously, but fairly, in compliance with all applicable
antitrust and competition laws. Gray's business interactions are designed to
promote a competitive economy and fair and vigorous competition.
Financial Integrity
Gray is committed to recording all business transactions accurately and
truthfully in accordance with generally accepted accounting principles.
Appropriate internal controls are maintained to prevent or detect fraud and to
ensure that accounting/financial records and supporting data describes
transactions without omission, concealment or falsification.
Financial Disclosure
Gray will make full, fair, accurate and understandable disclosure in
reports and documents it files with the SEC and in other public communications.
Protection of Assets
All employees, officers and directors should protect Gray's assets and
ensure their efficient use. Gray's assets should be used only for legitimate
business purposes as theft, carelessness and waste directly impacts the
company's profitability.
Duty to Seek Guidance and Report
Anyone with questions about compliance with this Code or legal
requirements should seek guidance from management.
Any employee, director and officer that observes any conduct or
business practice which may violate this Code or legal requirements has an
obligation to report the matter promptly to the attention of the management of
Gray or to the Chairman of the Audit Committee. Anyone wishing to make such a
report may, at their discretion, bring the matter to the attention of the
respective individuals listed in Attachment A. Reports will be held in
confidence to the extent practical based on the specific facts and circumstances
of the report. Individuals making reports may choose an option of submitting
their concerns anonymously by not identifying themselves. If an individual
making a report believes that the matter is not being properly addressed, the
individual has an obligation to bring the matter to the attention of a higher
level of management or to make a supplemental report directly to the Chairman of
the Audit Committee.
Management and directors shall promptly provide information on
significant violations of the Code or legal requirements to the Audit Committee.
There will be no retaliation for reporting violations where the reports
are made in good faith.
Waivers
Waivers of the provisions of this Code may be granted only by the Gray
Board of Directors or a Board committee. Any request for a waiver must be in
writing and addressed to the Audit Committee of the Board. Waivers will be
disclosed promptly as required by applicable law and regulations.
Conclusion
Gray is committed to maintaining the highest ethical standard in all
business related endeavors and expects and requires an equal commitment from
each of its employees, directors and officers.
ATTACHMENT A
Possible violations of Gray Television Inc. Code of Ethics may be reported to
the business manager or general manager of each operating location or to any of
the following individuals:
NAME MAILING AND STREET ADDRESSES TELEPHONE AND FAX EMAIL ADDRESS
- ----------------------------- ----------------------------------- ----------------- ----------------------
THOMAS STULTZ, MAILING ADDRESS: TELEPHONE: tom.stultz@graypub.com
President Publishing In Care of Gwinnett Daily Post (770)963-9205
P.O. Box 603 ext. 1104
Lawrenceville, GA 30046
FAX:
(770)277-5271
STREET ADDRESS:
725 Old Norcross Road
Lawrenceville, GA 30045
MARTHA GILBERT, MAILING ADDRESS: TELEPHONE: martha.gilbert@gray.tv
Assistant Vice Gray Television, Inc. (229)888-9375
President - Benefits P.O. Box 1867
Albany, GA 31702-1867 FAX:
(229)438-3228
STREET ADDRESS:
126 North Washington Street
Albany, GA 31701
ROBERT BEIZER, ESQ., Gray Television, Inc. TELEPHONE: rbeizer@wrf.com
Secretary and General 1750 K Street, NW (202)719-4551
Counsel Washington, DC 20006
FAX:
(202)719-4552
JAMES RYAN, Gray Television, Inc. TELEPHONE: jim.ryan@gray.tv
CFO 4370 Peachtree Road NE (404)504-9828
Atlanta, GA 30319
FAX:
(404)261-9607
ROBERT PRATHER, Gray Television, Inc. TELEPHONE: r.prather@gray.tv
President 4370 Peachtree Road NE (404)266-8333
Atlanta, GA 30319
FAX:
(404)261-9607
HOWELL NEWTON, In Care of Trio Manufacturing Co. TELEPHONE: hnewton@mindspring.com
Chairman - 2 North Jackson Street (478)994-2671
Gray Audit Committee P.O. Drawer 270
Forsyth, GA 31029-0270 FAX:
(478)994-0506