EXHIBIT 14.1
COLE CREDIT PROPERTY TRUST II, INC.
CODE OF BUSINESS
CONDUCT AND ETHICS
Adopted May 4, 2005
COLE CREDIT PROPERTY TRUST II, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
TABLE OF CONTENTS
Page
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COLE CREDIT PROPERTY TRUST II, INC. CODE OF BUSINESS CONDUCT AND ETHICS... 1
CHAPTER 1 INTRODUCTION.................................................... 1
A. GENERAL.............................................................. 1
B. INTENT AND PURPOSE................................................... 1
C. APPLICABILITY AND ACCOUNTABILITY.................................... 1
D. RELATIONSHIP TO OTHER COMPANY POLICIES AND PROCEDURES................ 1
E. COMPLIANCE AND SANCTIONS............................................. 2
CHAPTER 2 BUSINESS CONFLICTS POLICY...................................... 2
A. GIFTS AND ENTERTAINMENT.............................................. 2
B. RELATIONSHIPS WITH COMPANY VENDORS AND SUPPLIERS..................... 2
C. PERSONAL USE OF COMPANY PROPERTY, RESOURCES, FACILITIES, ASSETS AND
INNOVATIONS.......................................................... 3
D. CONFIDENTIAL INFORMATION, DATA AND DOCUMENTS......................... 5
CHAPTER 3 COMPLIANCE WITH LAWS, RULES AND REGULATIONS..................... 5
A. LAWS, RULES AND REGULATIONS.......................................... 5
B. POLITICAL CONTRIBUTIONS AND OTHER POLITICAL ACTIVITIES............... 6
C. GOVERNMENT INVESTIGATIONS............................................ 6
D. IMPROPER INFLUENCE ON CONDUCT OF AUDITS.............................. 7
CHAPTER 4 ADMINISTRATIVE PROVISIONS AND ENFORCEMENT....................... 7
A. RESOURCES............................................................ 7
B. BUSINESS CONDUCT POLICY REVIEW COMMITTEE............................. 7
C. "WHISTLEBLOWER" REPORTING AND AUDITING............................... 7
D. REPORTING PROCEDURES................................................. 8
E. NON-RETALIATION POLICY............................................... 8
F. ENFORCEMENT.......................................................... 8
G. PERIODIC COMPLIANCE QUESTIONNAIRE.................................... 8
H. IMPLEMENTATION....................................................... 8
I. CHANGES AND AMENDMENTS............................................... 8
COLE CREDIT PROPERTY TRUST II, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Adopted May 4, 2005
CHAPTER 1
INTRODUCTION
A. GENERAL
It is the policy of Cole Credit Property Trust II, Inc. (the "Company") to
conduct business with the highest degree of ethics and integrity and in
accordance with the letter and spirit of all applicable laws, rules and
regulations. To further this objective, the Company has issued this Code of
Business Conduct and Ethics (the "Code"). The Code describes ethical and legal
principles that must guide all of us in our work. To be useful, this Code must
be accessible, understandable and reviewed frequently. Employees are expected to
become familiar with and strictly adhere to all aspects of the Code. Every
employee should feel free to discuss questions about this Code with his or her
immediate supervisor, or submit inquiries to the Business Conduct Policy Review
Committee referenced in Chapter 4, Part B.
B. INTENT AND PURPOSE
Each employee can contribute significantly to establishing the Company's
reputation as an ethical and law-abiding organization by understanding and
complying with this Code.
The Company recognizes that corporate excellence must rest upon a sound
foundation of business ethics. Strict compliance with the letter and spirit of
this Code is vital to assuring the Company's continued competitiveness and
success in the marketplace. Ethical business conduct is a prerequisite to the
Company's goals of growth, outstanding operational performance, investor
satisfaction and employee satisfaction.
C. APPLICABILITY AND ACCOUNTABILITY
This Code applies to the Company and any other company later established
that is controlled by or affiliated with the Company. All employees are
accountable for their individual compliance, and managers and supervisors also
are accountable for compliance by their subordinates. This Code also is
applicable to the Company's officers and directors and the employees of Cole
REIT Advisors II, LLC, a Delaware limited liability company ("Cole Advisors
II"), and the words "employee" and "employees" herein shall be deemed to include
them.
D. RELATIONSHIP TO OTHER COMPANY POLICIES AND PROCEDURES
This Code is complementary of, and supplemental to, other policies and
procedures of the Company and Cole Advisors II. Such other important policies
include, but are not limited to, employment practices such as equal opportunity,
workplace harassment and substance abuse. Note also that certain businesses may
be subject to regulatory and policy limitations more restrictive than the Code.
In such cases those regulations and policies shall govern over the Code. All
employees are expected to read and become familiar with the details of those
policies and procedures that relate to their area of work or direct employer.
Any employee who needs further information or clarification should consult the
Company's policies and procedures referenced in Chapter 4, Part A "Resources."
In the event an employee believes a conflict exists between this Code and any
other Company policy, the employee's immediate supervisor should be consulted
and, if an interpretation is required, the matter may be referred to the
Business Conduct Policy Review Committee, referenced in Chapter 4, Part B, for
clarification.
This Code may be posted on the Company's website (www.colecapital.com)
where it will be available to the financial community and general public, the
Company's stockholders, employees and their families and other interested
persons. Waivers of the Code for officers and directors may be granted only by
the Company's Board of Directors or any committee designated by the Board of
Directors and must be promptly disclosed to the Company's stockholders. Any
material waivers or amendments of the Code will also be posted on the Company's
website and/or disclosed pursuant to Item 5.05 of Form 8-K.
E. COMPLIANCE AND SANCTIONS
All employees must strictly adhere to this Code and, where applicable,
their families shall also adhere to the Code. Compliance will be subject to
audit. Managerial, supervisory and other selected employees periodically will be
surveyed in respect of compliance as described in Chapter 4, Part G. Violations
of the Code will subject employees to discipline, up to and including
termination.
CHAPTER 2
BUSINESS CONFLICTS POLICY
A. GIFTS AND ENTERTAINMENT
Policy
It is Company policy that employees ordinarily may not accept or offer any
business gift of substantial value. Such gifts generally are inappropriate and
may improperly influence the normal business relationship between the Company
and its suppliers, investors or competitors. Gifts with a value over $2,500 will
be considered to be substantial. If an employee is offered or proposes to offer
any gift with a value over $2,500 (or cumulative gifts from or to any single
source valued at over $2,500 per calendar year), the employee's immediate
supervisor must be notified and the gift may not be accepted or given unless
specifically approved in writing by the supervisor (or in the case of the Chief
Executive Officer, such person must provide notice to the Chairperson of the
Audit Committee).
It is also Company policy that employees ordinarily may not accept or
offer business entertainment of substantial value that is not consistent with
applicable business practices for the applicable business on the premise that it
might improperly influence the normal business relationship between the Company
and its suppliers, investors or competitors. Generally entertainment with a
value over $2,500 per person (or cumulative entertainment received from or given
to any single source valued at over $2,500 per person per calendar year) will be
considered substantial. If an employee proposes to offer any such substantial
entertainment to a third party, the employee must obtain the advance written
approval of his or her immediate supervisor. It is recognized that there may be
particular circumstances where it would be appropriate for an employee to accept
an invitation involving substantial business entertainment. However, substantial
entertainment offered to an employee only may be accepted following written
approval by the employee's immediate supervisor (or in the case of the Chief
Executive Officer, such person must provide notice to the Chairperson of the
Audit Committee).
Discussion
The exchange of gifts or social amenities, including sporting events,
outings, hunting or fishing trips and other entertainment between suppliers,
investors and competitors is acceptable when reasonably based on a clear
business purpose and within the bounds of good taste. No such activities should
be of a type which could embarrass or harm the reputation of the Company.
Adherence to the foregoing policies and procedures is intended to avoid abuses
while providing a degree of flexibility in respect of substantial gifts and
entertainment.
Please note that payments of money, gifts, services, entertainment or
anything of value may not be offered or made available in any amount, directly
or indirectly, to any government official or employee.
B. RELATIONSHIPS WITH COMPANY VENDORS AND SUPPLIERS
Policy
Company policy is to conduct all purchasing in accordance with (i) U.S.
laws, (ii) Company procurement policies and (iii) Company principles of business
ethics. It is also Company policy that employees shall endeavor to deal fairly
with the Company's vendors, suppliers, competitors, and employees while
zealously seeking the best arrangements available for the Company but should not
take unfair advantage of any of the above through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair-dealing practice.
Discussion
The Company purchases equipment, materials, products and services solely
on the basis of their value and merit. Employees who make purchasing and
contracting decisions for the Company have a responsibility for independence and
objectivity of judgment that must not be compromised, nor appear to be
compromised. During the supplier or vendor selection process, Company employees
are accountable to seek the most technically efficient and cost-effective
products and services and to evaluate them, using consistent and unbiased
standards. The Company may from time to time develop systematic processes for
placing orders for goods and services and authorizing contracts, which shall be
utilized for all purchasing activity. Employees should not take unfair advantage
of any of the above through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other unfair-dealing
practice.
C. PERSONAL USE OF COMPANY PROPERTY, RESOURCES, FACILITIES, ASSETS AND
INNOVATIONS
Policy
It is the policy of the Company that all employees (i) are prohibited from
using Company property, resources or facilities for personal gain, (ii) may only
use Company property, resources or facilities for limited personal purposes
within prescribed guidelines and (iii) may not take advantage of inventions or
ideas that are discovered by virtue of their employment.
Discussion
Company resources are provided for Company business use. This Code
provides guidance on the proper use of Company resources and addresses such
issues as use of Company office equipment or other facilities for non-Company
purposes.
The continued success of the Company requires the commitment of all
employees to the proper allocation and use of Company resources. Such resources,
including Company physical property, information and intellectual property, are
provided for Company business use. Nonetheless, limited personal use of Company
resources by employees may occur without adversely affecting the Company's
interests. This Code authorizes such use, states requirements and directs
Company managers and supervisors to use their discretion in making responsible
decisions concerning the appropriate use of the resources they manage.
This Code is not intended to cover every situation that could arise
involving the use of Company resources. Interpretation of the requirements of
the Code and questions concerning situations not covered herein should be
discussed with and determined by the employee's immediate supervisor. In this
regard, employees should seek additional guidance concerning proper use of
Company resources from their immediate supervisor, who will refer the matter to
the Business Conduct Policy Review Committee referenced in Chapter 4, Part B, if
specific guidance is desired.
Employees are expected to use good judgment in the use of Company
resources and are accountable for using such resources to perform Company
business. Personal use of Company resources must not be conducted on a regular
basis or result in significant added costs, disruption of business processes or
any other disadvantage to the Company. Managers and supervisors are accountable
for the resources assigned to their respective organizations and are empowered
to resolve issues concerning their proper use.
It is the intent of the Company to provide the communication systems
necessary for the conduct of its business. Employees are expected to adhere to
proper use of all communication systems, including but not limited to the
telephone, electronic mail (e-mail), facsimile, Internet, corporate intranet,
voice mail, computers and computer
terminals and related networks, modems and systems software ("IT Systems").
Employees are permitted use of Company property and must comply with Company
policies and procedures regarding its use.
The communication systems are owned and operated by the Company and are to
be used for the business of the Company. Employees should have no expectation of
privacy of any correspondence, messages or information in the IT Systems. All
messages sent and received, including personal messages, and all data and
information stored on the Company's IT Systems are Company property regardless
of the content.
The Company's IT Systems are to be used by employees only for the purpose
of conducting Company business. Employees may, however, use the Company's IT
Systems for the following incidental personal uses so long as such use does not
interfere with the employee's duties, is not done for pecuniary gain, does not
conflict with the Company's business, and does not violate any Company policy:
- to send and receive necessary and occasional personal
communications;
- to prepare and store incidental personal data (such as personal
calendars, personal address lists, and similar incidental personal
data) in a reasonable manner;
- to use the telephone system for brief and necessary personal calls;
and
- to access the Internet for brief personal searches and inquiries
during meal times or other breaks, or outside of work hours,
provided that employees adhere to all other usage policies.
The Company assumes no liability for loss, damage, destruction,
alteration, disclosure, or misuse of any personal data or communications
transmitted over or stored on the Company's IT Systems. The Company accepts no
responsibility or liability for the loss or non-delivery of any personal
electronic mail or voicemail communications or any personal data stored on any
Company property. The Company strongly discourages employees from storing any
personal data on any of the Company's IT Systems.
The Company reserves the right to access and disclose all such messages
sent by its employees for any purpose. All such messages, regardless of content
or the intent of the sender, are a form of corporate correspondence, and are
subject to the same internal and external regulation, security and scrutiny as
any other corporate correspondence. E-mail communications must be written
following customary business communications practices as is used in Company
correspondence. E-mail communications are official internal Company
communications, which may be subject to summons in legal proceedings.
Work-related messages should be directed to the affected employee(s) rather than
sending a global message to all employees.
The Company's communication systems shall not be used as a forum to
promote religious, political or other personal causes, or any illegal activity.
Offensive or improper messages or opinions, transmission of sexually explicit
images, messages, cartoons, or other such items, or messages that may be
construed as harassment or disparagement of others based on race, national
origin, sex, sexual orientation, age, disability, or religion are also
prohibited on the Company's communication systems.
Employees shall not attempt to gain access to another employee's personal
communications system and messages. The Company, however, reserves the right to
access and/or disclose an employee's messages at any time, without notice to the
employee.
Ideas and innovations developed or discovered by virtue of employment by
the Company are Company, not individual, assets. All inventions, discoveries or
ideas relating to Company business, services or products which employees may
make, develop or have during or by virtue of their employment by the Company,
must be promptly and fully disclosed by them to the Company and shall be the
Company's exclusive property. At the Company's request, employees shall sign all
documents necessary or helpful to transfer patent rights or copyrights to the
Company with respect to any such inventions, discoveries or ideas.
D. CONFIDENTIAL INFORMATION, DATA AND DOCUMENTS
Policy
Employees may not provide any confidential information, data or documents
belonging to the Company or its customers, suppliers, tenants, investors or
other business relations to any third party without the express written consent
of the employee's immediate supervisor. This includes, but is not limited to,
any confidential Company documents relating to investors, customers, suppliers,
tenants, assets or finances of the Company or any internal plans, employment
arrangements (including the employee's own employment arrangements) or other
internal arrangements.
Discussion
In performing their work, employees may access confidential information,
data and documents and become aware of information about the Company, its
investors, customers, suppliers, tenants or potential tenants and other business
relations that are not generally known to the public. This includes bids,
quotations, technologies, concepts, business strategies and plans, financial
data, employment arrangements and other confidential sensitive information. It
is the duty of every employee not to use or disclose this information improperly
or in a way that could be detrimental to the interests of the Company or its
suppliers, investors or tenants.
Confidential information, data and documents should be protected by all
Company employees and not disclosed to outsiders without specific written
authorization from the employees' immediate supervisor. Since inadvertent or
improper disclosure could be harmful to the Company, employees should take every
practicable step to preserve the confidentiality of the Company's confidential
information, data and documentation. For example, employees should not discuss
material information in elevators, hallways, restaurants, airplanes, taxicabs or
any place where they can be overheard, read confidential documents in public
places or discard them where they can be retrieved by others, leave confidential
documents in unattended conference rooms or leave confidential documents behind
when the meeting or conference is over.
CHAPTER 3
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
A. LAWS, RULES AND REGULATIONS
Policy
The Company conducts its business in strict compliance with all applicable
laws, rules and regulations, including but not limited to antitrust laws,
insider trading laws and laws and regulations relating to recordkeeping and
internal controls. The Company promotes full, fair, accurate, timely and
understandable disclosure in reports and documents that the Company files with,
or submits to, the Securities and Exchange Commission and in other public
communications made by the Company. All employees and directors involved in the
Company's disclosure process, including the senior financial officers, are
responsible for acting in furtherance of this policy. In particular, these
individuals are required to maintain familiarity with the disclosure
requirements applicable to the Company and are prohibited from knowingly
misrepresenting, omitting or causing others to misrepresent or omit, material
facts about the Company to others, whether within or outside of the Company,
including the Company's independent auditors. In addition, any employee or
director who has a supervisory role in the Company's disclosure process has an
obligation to discharge his or her responsibilities diligently. Company policy
also prohibits employees having any discussion, communication, agreement or
understanding with any competitor concerning bidding rates, pricing policy,
terms or conditions of contracts, territorial markets, labor and other costs or
the like. Any understanding or agreement with another person to refrain from
doing business with an investor or supplier or otherwise engage in market
collusion is against Company policy.
B. POLITICAL CONTRIBUTIONS AND OTHER POLITICAL ACTIVITIES
Policy
It is against Company policy, and may also be illegal, for any employee
to:
- use any Company funds, property or facilities, or normal working
time of any of the Company's employees, for any political activity;
or
- include, directly or indirectly, any political contribution that the
employee may desire to make on the employee's expense account or
otherwise cause the Company to reimburse the employee or bear the
cost for that expense.
However, when permitted by law and authorized by the Chief Executive
Officer, the Company may express its views through designated spokespersons on
specific issues that are important to the Company's business and may make
contributions to, or otherwise support, candidates to elective office.
Discussion
The Company encourages all of its employees to vote and become active in
civic affairs and the political process. Employees must recognize, however, that
their involvement and participation must be on an individual basis, on their own
time and at their own expense. Federal laws restrict any corporate contributions
to candidates for federal elections, and there are similar laws in many states.
Examples of prohibited conduct include using Company secretarial time to send
invitations for political fundraising events, using the Company telephone or
email systems to make politically motivated solicitations, allowing any
candidate to use any Company facilities, such as meeting rooms, for political
purposes, or to loan any Company property to anyone for use in connection with a
political campaign.
The political process has become highly regulated, and any employee who
has any question about what is or is not proper should consult with the
Company's Chief Financial Officer before agreeing to do anything that could be
construed as involving the Company in any political activity at the federal,
state, or local levels.
C. GOVERNMENT INVESTIGATIONS
Policy
It is Company policy to cooperate fully with governmental authorities in
the proper performance of their functions, consistent with the safeguards that
the law has established for the benefit of persons under investigation.
Discussion
In the event an employee is approached at home or at work in the United
States by any government regulatory or law enforcement officials investigating
the Company, its operations or business practices, the employee can insist that
any interview take place at his or her office or other location away from home.
In the event of a government investigation, the Company's Chief Financial
Officer should be advised of the contacts immediately and, if possible, prior to
supplying any information to the authorities. When notifying the Chief Financial
Officer, please try to report the name(s) of the officials and their government
agency, along with the information they are requesting and, if disclosed, the
nature of the investigation.
It is extremely important that, in all instances, employees be truthful
and accurate in all statements and information given to regulatory and law
enforcement officials. For the avoidance of doubt, employees should never
destroy or alter documents in connection with a pending or contemplated
investigation, lie or make misleading statements or attempt to cause any other
Company employee to do the same. Company policy and the law protect employees
from retaliatory action for good faith activities in assisting investigations by
government authorities.
D. IMPROPER INFLUENCE ON CONDUCT OF AUDITS
Policy
None of the Company's officers or directors, or any other person acting
under the direction thereof, may take any action to fraudulently influence,
coerce, manipulate, or mislead any independent public or certified accountant
engaged in the performance of an audit of the Company's financial statements for
the purpose of rendering such financial statements materially misleading.
CHAPTER 4
ADMINISTRATIVE PROVISIONS AND ENFORCEMENT
A. RESOURCES
Questions relating to this Code and other Company policies and procedures
should be submitted to the employee's immediate supervisor. Questions or reports
relative to this Code also may be submitted, on a confidential basis if desired,
to the Business Conduct Policy Review Committee. For additional information, see
Part B below.
It must be emphasized that, if any employee has a question as to whether a
particular action being considered might be inconsistent with this Code or be
improper for any other reason, the employee should raise that question with his
or her immediate supervisor and obtain clarification before taking any action.
B. BUSINESS CONDUCT POLICY REVIEW COMMITTEE
The Company has established a Business Conduct Policy Review Committee to
review any questions relating to this Code and any situations that may involve a
violation. The Business Conduct Policy Review Committee is comprised of the
Company's Chief Financial Officer and other senior executives as are appointed
from time to time by the Chief Executive Officer and Chief Financial Officer.
The initial Chairperson of the Business Conduct Policy Review Committee is the
Company's Chief Financial Officer. The Chief Executive Officer may from time to
time appoint successors as the Chairperson of this Committee. The Committee has
been established as a resource for employees, and employees are encouraged to
submit questions that may arise from time to time to the Business Conduct Policy
Review Committee. The Committee will confidentially process all questions,
statements and information it may receive relating to suspected violations,
except under circumstances where enforcement action is required.
C. "WHISTLEBLOWER" REPORTING AND AUDITING
All employees should be alert and sensitive to situations that could
result in actions by themselves, other employees or third parties that might
violate the standards of conduct set forth in this Code or applicable U.S. laws.
Any employee who knows or believes that another employee or agent of the Company
has engaged or is contemplating or engaging in improper conduct contrary to
Company policy or in any illegal activity is encouraged to report such
information.
Generally, such matters should be raised first with an employee's
immediate supervisor. This may provide valuable insights or perspectives and
encourage resolution of problems within the appropriate work unit. However, an
employee who would not be comfortable raising a matter with his or her immediate
supervisor, or who does not believe the supervisor will deal with the matter
properly, should raise the matter with the appropriate department head or the
Business Conduct Policy Review Committee.
The Company's employees have been accorded a means of contacting the
Business Conduct Policy Review Committee for any purpose, including reporting
suspected violations of this Code of Business Conduct Policy or any other
Company policy. An employee may report such matters by submitting such report by
mail addressed to the Chief Financial Officer. All such written communications
should be clearly marked on the envelope "Confidential to the Chief Financial
Officer" and will be submitted to the Business Conduct Policy Review Committee.
Additionally, employees or non-employees may report any concerns regarding
questionable accounting, auditing or other matters of business on a confidential
basis directly to the Chairperson of the Audit Committee, who is an independent
non-employee director. Such reports may be submitted by mail addressed as
follows: Chairperson of the Audit Committee, Cole Credit Property Trust II,
Inc., 2555 Camelback Road, Suite 400, Phoenix, Arizona 85016.
All communications pursuant to this paragraph shall be confidentially
processed except under circumstances where enforcement action is required.
Employees may freely report such information, in name or anonymously as they
deem appropriate.
D. REPORTING PROCEDURES
Employees should follow the reporting procedures established by this Code
and should refrain from reporting such activities outside of such procedures.
Employees must keep in mind the serious nature of any accusation of violation of
this Code and/or law and any such report must be made in good faith and believed
to be true. An employee who is incorrectly or falsely accused of violation of
this Code or of law may suffer significant personal damage for which the
reporting party and the Company may become liable.
E. NON-RETALIATION POLICY
Company policy prohibits any form of retaliation for good faith reporting
of suspected violations of this Code or any other Company policy. The Company
will take appropriate disciplinary action against any employee who directly or
indirectly retaliates against an employee who reports a suspected violation of
Company policy. Although an employee will not be subject to any disciplinary or
retaliatory action for filing a good faith report of a suspected or potential
violation of this Code, the filing of a known false or malicious report will not
be tolerated. Anyone participating in the filing of such a report will be
subject to appropriate disciplinary action.
F. ENFORCEMENT
Compliance with the provisions and requirements of this Code periodically
will be evaluated and monitored by the Business Conduct Policy Review Committee.
The principles set forth in this Code will be enforced at all levels, fairly and
without prejudice. Employees who violate this Code will be subject to
disciplinary action, ranging from a reprimand to dismissal and possible civil
action or criminal prosecution.
G. PERIODIC COMPLIANCE QUESTIONNAIRE
The Company periodically will circulate a Compliance Questionnaire to
selected employees, including but not limited to officers, managers, supervisors
and those with purchasing authority. Completion of the Questionnaire will be
required in order to monitor compliance with various provisions of this Code.
Responses to the Questionnaire will be maintained on a confidential basis by the
Business Conduct Policy Review Committee except under circumstances where
enforcement action is required. The Compliance Questionnaire is an important
means of monitoring compliance with this Code, and employees are expected to
carefully review the Questionnaire and respond in a timely manner.
H. IMPLEMENTATION
This Code is being distributed to all employees and is effective
immediately. This Code does not alter any existing legal rights and obligations
of the Company or Cole Advisors II and is not a guarantee of future employment.
I. CHANGES AND AMENDMENTS
The Company reserves the right to change or amend any provisions of this
Code as it may deem appropriate from time to time. All employees will be
notified in writing by the Company whenever changes or amendments are
implemented, and the revised Code will be posted on the Company's website.