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EXHIBIT 14
PRIMEDIA INC.
CODE OF BUSINESS CONDUCT AND ETHICS
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TABLE OF CONTENTS
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INTRODUCTION/GENERAL STATEMENT....................................................................1
Understanding the Code.......................................................................1
Violations of The Code.......................................................................1
Reporting Violations; Confidentiality........................................................2
Certificate of Compliance....................................................................2
Waiver of Compliance ........................................................................3
BUSINESS CONDUCT AND PRACTICES....................................................................3
Accuracy and Retention of Business Records...................................................3
Company Property.............................................................................4
Frauds and Thefts............................................................................4
Payments and Gifts to Third Parties..........................................................5
Money Laundering Prevention..................................................................5
Privacy......................................................................................5
Confidential Information.....................................................................6
Computer Resources and Computer Security.....................................................7
Intellectual Property........................................................................8
EMPLOYMENT PRACTICES..............................................................................9
Employment of Closely Related Persons........................................................9
Environmental, Health and Safety.............................................................9
Drugs and Alcohol...........................................................................10
Equal Employment Opportunity................................................................10
Workplace Harassment........................................................................11
Policy Against Antisocial Organizations.....................................................12
Work and Life Resources.....................................................................12
ENVIRONMENT......................................................................................12
CONFLICTS OF INTEREST............................................................................13
General Guidance............................................................................13
Family Members and Close Personal Relationships.............................................13
Ownership in Other Businesses...............................................................13
Corporate Opportunities.....................................................................14
Outside Employment, Affiliations or Activities..............................................14
Gifts, Gratuities and Entertainment.........................................................15
Fair Dealing................................................................................15
Relationships with Suppliers................................................................15
Samples.....................................................................................16
Consultants and Agents......................................................................16
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COMPLIANCE WITH LAWS AND INSIDER TRADING.........................................................16
PRODUCT QUALITY AND REGULATORY COMPLIANCE........................................................17
MARKETING PRACTICES, ANTITRUST AND UNFAIR COMPETITION............................................18
Advertising and Sales ......................................................................18
Competitive Information.....................................................................18
Antitrust...................................................................................18
Unfair Competition..........................................................................20
RELATIONS WITH GOVERNMENT AGENCIES AND OUTSIDE ORGANIZATIONS.....................................20
Generally...................................................................................20
Selling to Government Institutions..........................................................20
Political Contributions and Activities......................................................20
Personal Involvement and PACs...............................................................21
Government Procurement......................................................................21
Responding to Government and Other Inquiries................................................21
Tax Violations..............................................................................22
Media Relations.............................................................................22
Investor Relations..........................................................................22
DOING BUSINESS INTERNATIONALLY...................................................................23
Generally...................................................................................23
Foreign Corrupt Practices Act...............................................................23
Export Control Laws.........................................................................24
Imports.....................................................................................24
International Boycotts......................................................................24
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INTRODUCTION/GENERAL STATEMENT
The following Code of Ethics sets forth the guiding principles for all of the
Company's employees to follow so as to ensure that the Company's core values of
honesty, fair dealing, ethical business practice, and full disclosure are
followed by all.
COMPLIANCE WITH THE CODE
UNDERSTANDING THE CODE
The Company takes this Code of Conduct very seriously. All employees must follow
the ethical standards set forth in this Code and are obligated to report, in a
timely fashion, any possible violations of our ethical standards that they may
witness. Doing so is not an act of disloyalty, but an action that shows your
sense of responsibility and fairness to your fellow employees, our customers,
suppliers and shareholders. Reporting in good faith possible ethical violations
by others will not subject you to reprisal. In fact, retaliation or punishment
for reporting suspected unethical or illegal conduct by another employee as
provided in this Code or for coming forward to alert the Company of any
questionable situation is against the law.
It is the responsibility of employees to read carefully and understand this
Code, but we do not expect this Code to answer every possible question an
employee may have in the course of conducting business. Furthermore, if
employees are concerned about an ethical situation or are not sure whether
specific conduct meets the Company's standards of conduct, employees are
responsible for asking their supervisors, managers or other appropriate
personnel any questions that they may feel are necessary to understand the
Company's expectations of them. A good basis for deciding when to get advice is
to ask whether the conduct might be embarrassing to the Company or the employees
involved if the details were fully disclosed to the public. If it might,
employees should seek clarification from their supervisors, managers or other
appropriate personnel.
VIOLATIONS OF THE CODE
Employees who fail to comply with these policies, including supervisors who fail
to detect or report wrongdoing, may be subject to disciplinary action up to and
including termination of employment. The following are examples of conduct that
may result in discipline:
- actions that violate a Company policy
- requesting others to violate a Company policy
- failure to promptly raise a known or suspected violation of a Company
policy
- failure to cooperate in Company investigations of possible violations of a
Company policy
- retaliation against another employee for reporting an integrity concern
- failure to demonstrate the leadership and diligence needed to ensure
compliance with Company policies and applicable law
It is important to understand that violation of certain of these policies may
subject the Company and the individual employee involved to civil liability and
damages, regulatory sanction and/or criminal prosecution. The Company is
responsible for satisfying the
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regulatory reporting, investigative and other obligations that may follow the
identification of a violation.
REPORTING VIOLATIONS; CONFIDENTIALITY
The Company has established the following procedures employees can use for
getting help with a potential issue or reporting a problem. When you believe you
or another employee may have violated the Code or an applicable law, rule or
regulation, it is your responsibility to immediately report the violation to
your supervisor or to a representative of the local Human Resources Department.
If you do not have a local Human Resources Department, you should report the
violation to the Human Resources Department or Legal Department at the Company's
Corporate Headquarters in New York City, 212-745-0100. Similarly, if you are a
supervisor and you have received information from an employee concerning
activity that he or she believes may violate the Code or that you believe may
violate the Code, you should report the matter to Legal or Human Resources at
Corporate Headquarters.
In addition, the Company has designated a core team of corporate officers who
together form the PRIMEDIA Ethics Committee. These individuals represent another
venue for you to pursue your concerns. The Ethics Committee includes:
BRUCE ABRAHAMS, VICE PRESIDENT, INTERNAL AUDIT
Tel: 212- 204-4514
e-mail: babrahams@primedia.com
REBECCA ALBRECHT, VICE PRESIDENT, HUMAN RESOURCES
Tel: 212-745-0160
e-mail: ralbrecht@primedia.com
CHRISTOPHER FRASER, SENIOR VICE PRESIDENT, LAW
Tel: 212-745-0628
e-mail: cfraser@primedia.com
Throughout this Code, when appropriate, we have designated specific contacts for
specific issues. If no contact is listed, please follow the procedure outlined
above to report any issues or to ask any questions that you may have. If you
don't know where to go, contact one of the three Ethics Committee members listed
above.
All reports and inquiries will be handled confidentially to the greatest extent
possible under the circumstances. As mentioned above, no employee will be
subject to retaliation or punishment for reporting suspected unethical or
illegal conduct by another employee as provided in this Code or for coming
forward to alert the Company of any questionable situation.
The Company is also in the process of establishing an Audit Hotline pursuant to
which you can report (anonymously, if you prefer) any concerns about improper
accounting practices or audit-related issues. You will be informed of matters
relating to this Hotline in the very near future.
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CERTIFICATE OF COMPLIANCE
On an annual basis, the Company will ask the senior financial personnel at each
operating unit of the Company and the Company's principal financial officer and
principal accounting officer and select employees to certify that they are
"aware of and are in compliance with the Company's policies on ethical
behavior." The certificate also requires that these financial officers and other
employees list any violations or questionable activities they have witnessed or
heard about, or certify that they are not aware of any such activities.
In addition, all prospective employees will agree as a condition of employment
that "if they are employed by the Company" they will comply with the Company's
policies with respect to business conduct and ethics. Lastly, new employees will
be provided with information on the Company's ethical principles and values, as
well as the recommended process for addressing ethical dilemmas.
Once again, the Company wants you and every other employee to report possible
violations of our ethical principles whenever you see them or learn about them.
In fact, it is a requirement of your employment. And if you don't know whether
something is a problem, ask.
WAIVER OF COMPLIANCE
In certain limited situations, the Company may waive application of the Code to
employees, officers or directors. With respect to officers and directors, any
such waiver requires the express approval of the board of directors of the
Company. Furthermore, the Company will promptly disclose to its shareholders any
such waivers granted to any of its officers or directors.
BUSINESS CONDUCT AND PRACTICES
ACCURACY AND RETENTION OF BUSINESS RECORDS
Employees involved in the preparation of the Company's financial statements must
prepare those statements in accordance with Generally Accepted Accounting
Principles, consistently applied, and any other applicable accounting standards
and rules so that the financial statements materially, fairly and completely
reflect the business transactions and financial condition of the Company.
Further, it is important that financial statements and related disclosures be
free of material errors. In particular, Company policy prohibits any employee
from knowingly making or causing others to make a materially misleading,
incomplete or false statement to an accountant or an attorney in connection with
an audit or any filing with any governmental or regulatory entity (such as the
New York Stock Exchange, or the Securities and Exchange Commission).
Company policy also prohibits any employee from directly or indirectly
falsifying or causing others to falsify any company or client documentation. In
addition, an employee must not omit or cause others to omit any material fact
that is necessary to prevent a statement made in connection with any audit,
filing or examination of the Company's financial statements from being
misleading. Employees are prohibited from opening or maintaining any undisclosed
or unrecorded corporate account, fund or asset or any account with a misleading
purpose.
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The Record Management Committee consisting of the Company's Chief Information
Officer, Chief Financial Officer and General Counsel has company-wide
responsibility for developing, administering and coordinating the record
management program which establishes procedures for the retention, storage,
retrieval and destruction of all records created or received by the Company.
Records must be maintained to comply with applicable statutory, regulatory or
contractual requirements, as well as those pursuant to prudent business
practices. Employees can contact the member of the Record Management Committee
for specific information on record retention.
Destruction or falsification of any document that is potentially relevant to a
violation of law or a government investigation may lead to prosecution for
obstruction of justice. Therefore, if an employee has reason to believe that a
violation of the law has been committed or that a government investigation is
about to be commenced, he or she must retain all records (including computer
records) that could be relevant to an investigation of the matter, whether
conducted by the Company or by a governmental authority. Questions with regard
to destruction or retention of documents in this context should be directed to
the Legal Department.
All Company books, invoices, records, accounts, funds and assets must be created
and maintained to reflect fairly and accurately and in reasonable detail the
underlying transactions and disposition of Company business. No entries may be
made that intentionally conceal or disguise the true nature of any Company
transaction.
In addition, if an employee believes that the Company's books and records are
not being maintained in accordance with these requirements, the employee should
report the matter directly to their supervisor or to a Corporate Responsibility
Officer.
COMPANY PROPERTY
All directors, officers and other employees should protect the Company's assets
and ensure their efficient use. The Company's assets, whether tangible or
intangible, are to be used only by authorized employees or their designees and
only for the legitimate business purposes of the Company.
Employees are not permitted to take or make use of, steal, or knowingly
misappropriate the assets of the Company, including any confidential information
of the Company, for the employee's own use, the use of another or for an
improper or illegal purpose. Employees are not permitted to remove or dispose of
anything of value belonging to the Company without the Company's consent. No
employee may destroy Company assets without permission. Participation in
unlawful activities or possession of illegal items or substances by an employee,
whether on Company property or business or not, jeopardizes the employee's
employment with the Company.
FRAUDS AND THEFTS
Company policy prohibits fraudulent activity and establishes procedures to be
followed to ensure that incidents of fraud and theft relating to the Company are
promptly investigated, reported and, where appropriate, prosecuted. Fraudulent
activity can include actions committed by an employee that injure suppliers and
customers/clients, as well as those that injure the Company and its employees.
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Employees and agents who suspect that any fraudulent activity may have occurred
must immediately report such concern to any member of the Corporate
Responsibility Office. They should be contacted before any action is taken with
respect to the individual accused of perpetrating the alleged business
impropriety. Such allegations, if proven to be factual, will lead to the
dismissal of the employee, the involvement of local law enforcement and actions
to recover Company funds or property. No employee or agent may sign a criminal
complaint on behalf of the Company without prior written approval of any member
of the Corporate Responsibility Office.
PAYMENTS AND GIFTS TO THIRD PARTIES
Any payment made to a third party must be made only for identifiable services
that were performed by the third party for the Company [or one of its clients].
In addition, the payment must be reasonable in relation to the services
performed.
Employees are not permitted to give, offer or promise payments or gifts with the
intent to influence (or which may appear to influence) a third party or to place
such party under an obligation to the donor. Additional restrictions are imposed
on dealings with foreign, federal, state or local government officials. There
are also other public, as well as private, institutions that have established
their own internal rules regarding the acceptance of gifts or entertainment.
Employees should become familiar with any such restrictions affecting those with
whom they deal.
MONEY LAUNDERING PREVENTION
The Company is committed to fully complying with all applicable anti-money
laundering laws in the United States and throughout the world. To that end, each
Company business unit has a due diligence process, tailored to its particular
business environment, to obtain enough information and documentation about
prospective customers, joint venture partners and affiliates to ensure that they
are involved in legitimate business activities and that their funds come from
legitimate sources.
Each business unit must identify the types of payments that have become
associated with money laundering activity (for example, multiple money order or
travelers checks, large amounts of cash, or checks on behalf of a customer from
an unknown third party) and follow the rules that restrict or prohibit
acceptance of them.
If employees encounter a warning sign that may indicate money laundering
activity, they must promptly convey their concern to the Legal Department before
proceeding further with any transaction.
PRIVACY
It is Company policy to protect individual consumer, medical, financial and
other sensitive personal information that the Company collects from or maintain
about personnel or individual consumers or customers by complying with all
applicable privacy and data protection laws, regulations and treaties.
Employees must take care to protect individually identifiable personnel,
consumer or customer information and other sensitive personal information from
inappropriate or
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unauthorized use or disclosure. Furthermore, employees must provide individual
customers with, as required by law and by the Company's privacy policies:
- notice of relevant privacy policies
- descriptions of the types of information being collected and the uses to
be made of the information
- choices regarding certain uses of the information by your business
- access to the information for verification and correction
- security for the information
Employees may not acquire, use, or disclose individual personnel, consumer or
customer information in ways that are inconsistent with the Company's privacy
policies or with applicable laws or regulations. Finally, employees should
consult with the Legal Department before establishing or updating any system,
process, or procedure to collect, use, disclose, or transmit individual
personnel, consumer or customer information, medical or financial records, or
other sensitive personal information.
CONFIDENTIAL INFORMATION
Company assets also include confidential and proprietary information relating to
the present or planned business of the Company that has not been released
publicly by authorized Company representatives. Confidential information is
information not generally known to the public that a company would normally
expect to be non-public and that might be harmful to the company's competitive
position, or harmful to the Company or its customers if disclosed, and includes,
but is not limited to:
- Computer programs, data, formulas, software and compositions;
- Customer, patient, employee and supplier information;
- Financial data;
- Inventions;
- Manufacturing processes and techniques;
- Marketing and sales programs;
- Compensation information;
- New product designs;
- Possible acquisition or divestiture activity;
- Pricing information and cost data;
- Regulatory approval strategies;
- Research and development information;
- Services techniques and protocols;
- Trade secrets and know-how;
- Strategic business plans
Except as specifically authorized or legally mandated, employees, consultants,
agents and representatives are expected to maintain the confidentiality of
information entrusted to them by the Company or its customers and shall not
disclose or use, either during or subsequent to their employment by or the term
of any other relationship with the Company, any such information they receive or
develop during the course of Company employment or any such other relationship
which is considered proprietary by the Company or its customers. Confidential
information may be disclosed within the Company only on a need-to-know basis.
Employees should not attempt to obtain confidential information that does not
relate to their employment duties and responsibilities.
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Employees, consultants, agents and representatives may not discuss confidential
matters in the presence or within hearing range of unauthorized persons, such as
in elevators (even on Company property), restaurants, taxis, airplanes or other
publicly accessible areas. Care should be used in the use of cellular telephones
or other means of communication that are not secure. Confidential information
may not be discussed with family, relatives, or business or social
acquaintances.
In instances where it is appropriate for business reasons to disclose Company
confidential information to third parties, the Legal Department must be
contacted before the disclosure for preparation of an appropriate agreement that
includes the necessary safeguards.
Furthermore, obtaining confidential information from a third party without
adequate legal safeguards is improper and may expose the Company to legal risks.
Accordingly, no employee, consultant, agent or representative may accept such
information without the advice of the Legal Department and until an agreement in
writing has been reached with the offeror. After such information is obtained,
its confidentiality must be protected as provided in the agreement.
No employee, consultant, agent or representative may disclose or use any
confidential information gained during Company employment or any other Company
relationship for personal profit or to the advantage of the employee or any
other person.
No prospective employee may be hired in order to obtain the person's specific
knowledge of a former employer's confidential information, nor may any new
employee be placed in a position that would inevitably require the individual to
disclose or use a former employer's confidential information. Offering a job to
an executive of a direct competitor requires the approval of the [Human
Resources Department,] [Legal Department and the Company's President] [or any
other appropriate department] before any active negotiations are undertaken.
COMPUTER RESOURCES AND COMPUTER SECURITY
The Company's computer resources are Company assets. Computer resources include,
but are not limited to, all of the Company's processing hardware, software,
networks and networking applications, and associated documentation. The Company
expects all employees utilizing our computer and other electronic resources to
observe the highest standard of professionalism at all times. This includes
respecting and maintaining the integrity and security of all Company computer
and communication systems, and utilizing those systems only for the furtherance
of Company business. It also includes respecting the values of the Company, and
each individual within it, by creating and sending only appropriate
business-related messages. To this end, the following policies and principles
apply:
- Employees are responsible for ensuring the integrity and
confidentiality of their unique user identification codes and
passwords. Any suspected breach must be reported to appropriate
management immediately.
- Employees are not permitted to access a computer without authorization
or to exceed authorized access with the intent of securing information
contained in the Company's financial records or records concerning
clients or other employees.
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- Employees are expected to log out of systems that do not support an
automated log out process, when leaving them unattended.
- Employees are not permitted to alter, damage or destroy information
without authorization.
- An employee's misappropriation, destruction, misuse, abuse or
unauthorized use of computer resources is prohibited.
- Employees may not obstruct the authorized use of a computer or
information.
- Employees are not permitted to use the Company's computer resources for
personal gain.
- Computer programs developed by employees using the Company's computer
resources and developed within the scope of the employee's employment
are the Company's property. All rights to and use of such property are
reserved by the Company.
- The Company reserves the right to monitor its computer resources in
order to prevent their improper or unauthorized use.
- Access to systems, data, and software must be restricted to authorized
personnel, preauthorized by an employee's supervisor and consistent
with his or her job responsibilities.
- Employees may not utilize electronic mail systems, the Internet, or
other electronic facilities for non-business related communications,
and must adhere to applicable supervisory and regulatory requirements
when utilizing such systems as part of their business function. The
viewing, downloading or accessing of sexually explicit material is
strictly prohibited.
- All employees must comply with applicable copyright laws which impose
certain restrictions on the use of computer software.
INTELLECTUAL PROPERTY
The Company's intellectual property is its most valuable asset. Intellectual
property includes such things as trade secrets, trademarks, copyrights,
editorial content, service marks and other proprietary information. Employees
are required to protect and preserve the Company's intellectual property. In
order to do so, employees are required to observe the following guidelines:
- Employees must treat the Company's intellectual property as a trade
secret; outside commercial or personal use is strictly prohibited. Any
misappropriation of the Company's assets will be treated as a theft. In
order to protect a trade secret, the information must be properly secured
and treated as confidential.
- Innovations are ideas concerning products or manufacturing processes and
may be eligible for patent, copyrights, trademark or other trade secret
protection. Unauthorized disclosures may jeopardize these valuable
protections. Any intellectual property created on the Company's time
and/or using the Company's resources is "work made for hire" under
copyright law and all rights to such materials belong exclusively to the
Company. Therefore, employees are required to consult with the Legal
Department if they have any questions regarding such innovations or ideas.
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- Copyright notice should appear on all materials and works produced at the
Company, other than internal memoranda and routine correspondence.
Employees must obtain permission from (Corporate Communications) prior to
using the Company's name in marketing materials, press releases or press
interviews.
Not all intellectual property in use at the Company is owned by the Company.
Employees must respect others' intellectual property, and use such property only
in accordance with the rights expressly granted to the Company.
As a general rule, U.S. copyright law makes it a federal crime to copy computer
software or related documentation without the express authorization of the
copyright owner. In addition, employees are not permitted to remove copyright
notices from software or its documentation.
Many other countries have similar laws protecting intellectual property, and
employees should consult with local representatives of the Legal Department
before engaging in any activity discussed in this policy.
Copying copyrighted software and issuing additional copies for use by other
employees of the Company or outside parties is PROHIBITED. Modification of
vendor personal computer programs is also PROHIBITED unless the Company has been
granted express rights to do so by the copyright owner. Failure to comply with
software license agreements exposes the Company to potential litigation, and any
employee misconduct in connection therewith is considered as a basis for
termination.
Employees may not install software purchased personally on Company equipment for
use by co-workers or others without permission and the appropriate license
agreement. The Legal Department can assist employees in preparing, reviewing
and/or negotiating license agreements.
"Multimedia" works - works which combine video, text, software and music - are
also subject to copyright law, therefore, it is important that all multimedia
presentations be reviewed by the Legal Department before they are presented
outside the Company to assure that all licensing issues have been properly
addressed.
EMPLOYMENT PRACTICES
EMPLOYMENT OF CLOSELY RELATED PERSONS
The Company wants to ensure that our workplace is fair and untainted by any
possible perception of favoritism. It is Company policy not to employ persons
closely related to a Company officer without required approvals.
Other closely related persons cannot be employed in jobs where one Company
employee has effective control over any aspect of the related Company employee's
job. Related Company employees may not share responsibility for control or audit
of significant Company assets.
ENVIRONMENTAL, HEALTH AND SAFETY
It is Company policy to provide each of its employees with a safe and healthy
workplace. The Company is also committed to the environment and all employees
are expected to
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support responsible environmental practices and Company initiatives to protect
our communities. To support those policies, employees must abide by all
Environmental, Health and Safety rules, regulations and practices and must
assume responsibility for taking the necessary precautions to protect
themselves, their co-workers and the communities in which we do business. While
every employee is not expected to be expert in every health and safety or
environmental requirement, employees are expected to understand those
requirements that apply to their area of responsibility and to report accidents
and unsafe practices or conditions to their supervisors or other designated
persons. The Company will ensure that appropriate, timely action will be taken
to correct unsafe conditions. Additionally, our facilities will be subject to
periodic Environmental, Health and Safety assessments to help ensure compliance
with all applicable laws and regulations.
DRUGS AND ALCOHOL
The Company expects employees to report to work in condition to perform their
duties, free from the influence of alcohol or non-prescription drugs. Reporting
to work under the influence of alcohol or any illegal drug, having an illegal
drug in your system, using legal drugs inappropriately or using, possessing or
selling illegal drugs while on the job or on Company property is forbidden and
may result in immediate termination.
Off-the-job involvement with illegal drugs can have an impact on health and
safety in the workplace. In order to establish and maintain a drug-free work
environment, drug testing of employees will occur as permitted by applicable
laws.
EQUAL EMPLOYMENT OPPORTUNITY
The diversity of the Company employees represents a tremendous asset. The
Company provides equal employment opportunity in all aspects of employment
including:
- Benefits
- Compensation
- Conditions/privileges of employment
- Corrective action
- Hiring
- Layoffs
- Recalls and terminations
- Recruiting
- Social/recreation programs
- Transfers
- Any educational assistance
- Upgrading/promotion
In all of these employment aspects, the Company provides equal employment
opportunities to all employees without regard to race, color, creed, religion,
national origin, sex, age, disability, physical attributes, sexual orientation
or veteran status.
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DISCRIMINATION AND HARASSMENT
DISCRIMINATION/ PRIMEDIA Inc. and all its subsidiaries are committed
HARASSMENT to providing a work environment free of unlawful
discrimination and/or harassment. Discrimination or
harassment is said to exist when an employee is
treated differently from another employee on the
basis of the employee's race, religion, color, sex,
age, marital status, national origin, citizenship,
sexual orientation, disability, veteran status or
any other basis prohibited by law. Workplace
discrimination or harassment based upon an
employee's race, religion, color, sex, age, marital
status, national origin, citizenship, sexual
orientation, disability, veteran status or any other
basis prohibited by law will not be tolerated.
SEXUAL PRIMEDIA does not condone or tolerate any type of
HARASSMENT unlawful harassment or inappropriate conduct which
would constitute sexual harassment or
discrimination, and violators of this policy will be
subject to disciplinary procedures up to and
including termination.
DEFINITION
Sexual harassment has been defined as unwelcome sexual advances, requests for
sexual favors, and other verbal and physical conduct of a sexual nature, when:
- -- submission to such conduct is made either explicitly or implicitly a term or
condition of an individual's employment;
- -- submission to or rejection of such conduct by an individual is used as the
basis for employment decisions affecting such individual;
- -- such conduct has the purpose of unreasonably interfering with an individual's
work performance or creating an intimidating, hostile or offensive working
environment.
The following are examples of inappropriate conduct that is sexual in nature
which, if it occurs at work or at work-related events, is prohibited by
PRIMEDIA:
- -- comments, jokes or degrading language or behavior that is sexual in nature;
- -- sexually suggestive objects, books, magazines, photographs, cartoons,
pictures, calendars, posters, electronic communications or other materials;
- -- unwelcome sexual advances, requests for sexual favors, or any sexual
touching;
- -- offering favorable terms or conditions of employment benefits in exchange for
sexual favors, or threatening less favorable terms or conditions of
employment if sexual favors are refused.
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EMPLOYEE'S RESPONSIBILITY
There are several options available to resolve complaints of any type of
unlawful or inappropriate discrimination or harassment, including sexual
harassment, or complaints of retaliation for having made such a complaint. You
are strongly encouraged to report any incident to your Manager, your Human
Resources Representative, or the Corporate Human Resources or Legal Department
at PRIMEDIA Inc. PRIMEDIA is committed to taking prompt and appropriate steps to
investigate and resolve any complaints. All calls will be handled as
confidentially as possible within the necessary boundaries of the fact finding
process and PRIMEDIA's legal obligations. PRIMEDIA strictly forbids retaliation
in any form against any employee who brings a complaint of harassment in good
faith. Every employee is expected to cooperate in a company-conducted
investigation and any retaliation for such cooperation is strictly prohibited.
MANAGEMENT'S RESPONSIBILITY
Managers are responsible for creating a professional work environment free of
unlawful harassment or discrimination. Managers who have a reasonable belief
that unlawful harassment or discrimination is occurring in the workplace must
immediately contact the Human Resources or Legal Department.
POLICY AGAINST ANTISOCIAL ORGANIZATIONS
The Company stands firmly against forces or organizations that threaten the
order and security of the public.
WORK AND LIFE RESOURCES
The Company is committed to respecting employees as individuals and providing an
environment that emphasizes a healthy balance between work, personal and family
life. The Company recognizes that the changing work force and family composition
is such that lines between work and personal life can be difficult to separate.
An employee's ability to work may, at times, be affected by situations in their
personal life. The Company can assist employees by providing information,
resources or programs that better enable employees to actively manage personal
aspects of their lives. Talk to the Human Resources Department for confidential
assistance in finding help with work, family, personal matters, legal or
financial issues, through an employee assistance program or similar resource.
ENVIRONMENT
The Company is committed to achieving environmental excellence. The Company
strives to avoid adverse impact and injury to the environment and the
communities in which we do business.
Employees must seek to minimize the impact of the Company's products, processes,
and services on the environment. Facilities must comply with environmental laws
and not operate without the required environmental permits, approvals, and
controls. Facilities and
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business units must have an environmental plan in place, must follow that plan,
and must update it annually. Responsible individuals must keep pollution-control
equipment in proper working order. They must submit accurate and timely reports
of the environmental information required by government agencies and the
company. Facilities and business units will be subject to periodic audits of
regulatory compliance.
CONFLICTS OF INTEREST
GENERAL GUIDANCE
A "conflict of interest" occurs when an individual's private interest interferes
in any way - or even appears to interfere - with the interests of the
corporation as a whole. A conflict situation can arise when an employee, officer
or director takes actions or has interests that may make it difficult to perform
his or her company work objectively and effectively. Conflicts of interest also
arise when an employee, officer or director, or a member of his or her family,
receives improper personal benefits as a result of his or her position in the
company. Loans to, or guarantees of obligations of, such persons are of special
concern.
Business decisions and actions must be based on the best interests of the
Company. Relationships with prospective or existing suppliers, contractors,
customers, competitors or regulators must not affect the Company's independent
and sound judgment. Directors, officers and other employees may not have outside
interests which conflict or appear to conflict with the best interests of the
Company. Directors, officers and other employees are expected to act solely for
the benefit of the Company and not be influenced by a personal interest that may
result from other individual or business concerns. Conflicts of interest are to
be scrupulously avoided, and if unavoidable, must be disclosed to the Company
(whether through disclosure to the Board, in the case of a director or the Chief
Executive Officer, or to your supervisor, in any other case) at the earliest
opportunity. If you have any uncertainty about whether your actions or
relationships present a conflict of interest, contact the Board of Directors,
your supervisor or the Legal Department for guidance.
FAMILY MEMBERS AND CLOSE PERSONAL RELATIONSHIPS
Conflicts of interest may arise when doing business with or competing with
organizations in which employees' family members have an ownership or employment
interest. Family members include spouses, parents, children, siblings and
in-laws. Employees may not conduct business on behalf of the Company and may not
use their influence to get the Company to do business with family members or an
organization with which an employee or an employee's family member is associated
unless specific written approval has been granted in advance by the officer who
leads such employee's business unit.
Directors, officers and other employees may not seek or accept loans or
guarantees of obligations from the Company for themselves or their family
members. Furthermore, employees may not seek or accept loans or guarantees of
obligations (except from banks), for themselves or their family members, from
any individual, organization or business entity doing (or seeking to do)
business with the Company. Employees must report to their supervisor promptly
all offers of the above type, even when refused.
OWNERSHIP IN OTHER BUSINESSES
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Employees may not own, directly or indirectly, a significant financial interest
in any business entity that does or seeks to do business with, or is in
competition with, the Company unless specific written approval has been granted
in advance by the Legal Department. As a guide, "a significant financial
interest" is defined as ownership by an employee and/or family members of more
than 1% of the outstanding securities/capital value of a corporation or that
represents more than 5% of the total assets of the employee and/or family
members.
Directors, officers and other employees are prohibited from directly or
indirectly buying, or otherwise acquiring rights to any property or materials,
when such persons know that the Company may be interested in pursuing such
opportunity and the information is not public.
CORPORATE OPPORTUNITIES
It is Company policy that directors, officers and other employees may not take
for themselves personally opportunities that are discovered through the use of
Company property, information or position, nor may they use Company property,
information, or position for personal gain. Furthermore, directors, officers and
other employees may not compete with the Company. Employees, officers and
directors have a duty to the Company to advance its legitimate interests when
the opportunity to do so arises.
OUTSIDE EMPLOYMENT, AFFILIATIONS OR ACTIVITIES
Employees' primary employment obligation is to the Company. Any outside
activity, such as a second job or self-employment, must be kept completely
separate from their activities with the Company. Employees may not use company
customers, suppliers, time, name, influence, assets, facilities, materials or
services of other employees for outside activities unless specifically
authorized by the Company, as in certain volunteer work.
The following activities require prior written approval from the Legal
Department:
- Service as a director, trustee or officer of any business (other than a
residential co-operative or condominium board).
- Having an interest in any enterprise, even if family-related, other than
investments made in the employee's personal brokerage accounts as
discussed below.
- Voting on, or participating in, any business matter involving another
company in which the employee has a personal interest, including as a
shareholder. However, an employee may exercise his or her rights as a
shareholder of a publicly traded company without prior approval.
Further, employees may not do any of the following without first disclosing that
fact in writing to their immediate supervisor and to the Legal Department:
- Accept business opportunities, commissions, compensation or other
inducements, directly or indirectly, from persons or firms that are
customers, vendors or business partners of the Company.
- Acquire Company property or services on terms other than those available
to the general public or those specifically identified by the Company.
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- Engage in any conduct with customers, vendors, or any other person or
entity with whom the Company does business or seeks to do business when
the conduct might appear to compromise the employee's judgment or loyalty
to the Company.
Additionally, if an employee's family member works for a business that is itself
in direct competition with the Company, this circumstance must be disclosed to
the Company.
Except with express written consent, employees who take a paid or unpaid leave
of absence cannot use the leave for the purpose of obtaining other employment.
GIFTS, GRATUITIES AND ENTERTAINMENT
Employees and their family members must not accept, directly or indirectly,
gifts, gratuities or entertainment from persons, firms, or corporations with
whom the Company does or might do business that are greater than nominal in
value. The Company does not offer gifts, gratuities or entertainment to persons,
firms or corporations with whom the Company does or might do business, except
for modest items and reasonable entertainment. Gifts, gratuities or
entertainment that affect or give the appearance that the employee's business
judgment could be affected must be avoided and refused. Gifts, gratuities and
entertainment that are acceptable are only those that reflect common courtesies
and responsible business practice. All gifts, gratuities and entertainment must
be properly reported on expense statements.
There are some cases where refusal of a valuable gift would be offensive to the
person offering it. This is particularly true when employees are guests in
another country, and the gift is something from that country offered as part of
a public occasion. In these cases, the employee to whom the gift was offered may
accept the gift on behalf of the Company, report it to a supervisor and turn it
over to the Company.
The Company, as a responsible corporate citizen, can make donations of money or
products to worthy causes, including fundraising campaigns conducted by its
customers. To remain an appropriate donation, the contribution should not be
connected to any specific customer purchases or purchasing commitments.
Customer requests for donations of significant sums of money should be forwarded
to a senior-level manager in your sales organization. Employees are not
permitted to make a donation at a customer's request and then seek reimbursement
from the Company as a business expense. All corporate donations must be approved
and paid by the Company.
FAIR DEALING
Each employee should endeavor to deal fairly with the Company's customers,
suppliers, competitors and employees. No employee should take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair-dealing practice.
RELATIONSHIPS WITH SUPPLIERS
The Company encourages good supplier relations. However, employees may not
benefit personally, whether directly or indirectly, from any purchase of goods
or services for or from the Company. Employees whose responsibilities include
purchasing (be it merchandise, fixtures, services, real estate or other), or who
have contact with suppliers, must not exploit
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their position for personal gain. Under no circumstances may any employee
receive cash or cash equivalents for any supplier, whether directly or
indirectly.
SAMPLES
It is accepted business practice for vendors to distribute samples to potential
purchasers. Company policy is that, to the extent necessary to make a reasoned
appraisal of new products, samples of such products may be accepted in small
quantities only by employees responsible for procuring or merchandising such
products.
CONSULTANTS AND AGENTS
Whenever it becomes necessary to engage the services of an individual or firm to
consult for or represent the Company, special care must be taken to ensure that
no conflicts of interest exist between the Company and the person or firm to be
retained. Employees must also ensure that outside consultants and agents of the
Company are reputable and qualified. Agreements with consultants or agents
should be in writing.
No employee may indirectly or through an agent, do anything prohibited under the
Company's Code. Agents are required to observe the same standards of conduct as
Company employees when conducting business for the Company. These individuals
should be given a copy of this manual - "CODE OF BUSINESS CONDUCT AND ETHICS."
This requirement should be reflected in the agent's written agreement with the
Company.
COMPLIANCE WITH LAWS AND INSIDER TRADING
The Company operates strictly within the bounds of the laws, rules and
regulations that affect the conduct of our business. Directors, officers and
other employees are expected to know and to follow the law. Supervisors,
managers or other appropriate personnel must ensure that employees understand
the values and are informed of the requirements relating to their jobs. They
must also be available to answer employee questions or concerns and to guide
them to other Company subject-matter experts when necessary. The Company's
suppliers and agents, including representatives and consultants, must be
informed as well. There are serious consequences for failing to follow any
applicable laws, rules and regulations, up to and including termination of
employment.
The Company's policy against insider trading is designed to promote compliance
with securities laws and to protect the Company as well as company
representatives from the very serious liability and penalties that can result
from violations of these laws. The Company is committed to maintaining its
reputation for integrity and ethical conduct and this policy is an important
part of that effort.
Insider trading is both illegal and unethical. Federal and state securities laws
and Company policy prohibit the buying or selling of securities on the basis of
material, non-public information. Directors, officers and any other employees,
at any level, who are aware of non-public material information related to the
Company or any other businesses, may not, directly or indirectly, use such
material non-public information in purchasing or selling any securities of the
Company or these businesses. Directors, officers and any other employees
prohibited from purchasing or selling the securities of the Company or other
businesses because they possess material, non-public information, may not have
any other person purchase or sell securities on their behalf. Any purchases or
sales made by another person on their behalf will
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be attributable to them. Material non-public information may not be disclosed to
any person outside the Company (including relatives, friends or business
associates and regardless of the purpose for which such disclosure may be made)
until authorized Company officials have adequately disclosed the information to
the public. For any questions regarding these topics, please consult with the
Legal Department.
Short-term investment activity in the Company's securities, such as trading in
or writing options, arbitrage trading or "day trading," is not appropriate under
any circumstances, and accordingly is prohibited. In addition, employees should
not take "short" positions in the Company's securities.
Transactions in foreign securities markets are subject to the policies and
procedures described in this Code. Certain jurisdictions may have stricter
requirements than those discussed in this Code, and employees should always
consult with their local Legal Department representatives with regard to such
requirements.
"Material information" is any information that a reasonable investor would
consider important in deciding whether to buy, sell or hold securities. Examples
include acquisitions and divestitures, changes in key management, large
contracts, material contract cancellations, new products or processes, earnings
figures and trends, dividend changes and important information on litigation,
contracts or joint ventures. In addition, It should be emphasized that material
information does not have to relate to a company's business; information about
the contents of a forthcoming publication in the financial press that is
expected to affect the market price of a security could well be material. For
any questions regarding the materiality of certain information, please consult
the Legal Department.
Executive officers of the Company are frequently in possession of non-public
material information. To prevent trading in Company stock while in possession of
such confidential information, all executive officers should consult with the
Legal Department before engaging in any trading of Company Stock. An "executive
officer" is an officer of the Company or one of its subsidiaries who is required
to report his or her Company stock holdings and transactions to the Securities
and Exchange Commission ("SEC") on SEC Forms 3, 4 and 5.
PRODUCT QUALITY AND REGULATORY COMPLIANCE
The Company has established and maintains a regulatory compliance system that
conforms to company requirements and complies with all applicable laws. The
Company and its individual business units have developed systems to adhere to a
variety of regulations applicable to our diverse business functions. Compliance
and quality assessment are conducted either by business units or corporate staff
to facilitate an objective analysis of operations.
Management is responsible for effectively communicating and training each
employee on relevant quality and regulatory standards, the specifications each
employee must meet and the procedures each must follow.
Each employee is responsible for the quality of his or her work, and for
complying with policies and procedures. Employees must promptly report any
violations of the law or suspected instances of nonconformance with procedures
to management.
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Each employee is personally liable for intentional violations of the law.
Employees in a supervisory capacity may be liable for violations committed by
employees under their supervision. Every employee is expected to be diligent in
preventing, detecting and promptly reporting violations of the law or instances
of non-conformance.
MARKETING PRACTICES, ANTITRUST AND UNFAIR COMPETITION
ADVERTISING AND SALES
You are responsible for truthfully conveying product and service attributes. You
should not misstate facts or create misleading impressions in any advertising,
packaging, literature or public statements. Omissions of important facts or
overemphasis of certain material may be misleading; the total impression of the
message must be considered.
COMPETITIVE INFORMATION
In the highly competitive global economy, information about competitors,
suppliers and customers is a valuable asset. Employees must never seek, obtain
or use information in violation of antitrust laws, laws protecting proprietary
data or confidential relationships between employees and employers or that is
known to have been obtained through unethical means or means that constitute an
invasion of privacy. Appropriate information should be obtained from mutual
customers or suppliers, not from the competitor itself.
If information is obtained by mistake that may constitute a trade secret or
confidential information of another business, or if employees have questions
about the legality of any information gathering process, such employees should
contact the Legal Department promptly.
ANTITRUST
It is Company policy to comply fully with the antitrust laws that apply to our
operations domestically and throughout the world. The underlying principle
behind these laws is that a person who purchases goods in the marketplace should
be able to select from a variety of products at competitive prices unrestricted
by artificial restraints, such as price fixing, illegal monopolies and cartels,
boycotts and tie-ins. We believe in these principles of free and competitive
enterprise and are firmly committed to them.
Some violations of the antitrust laws are felonies. The U.S. government may also
seek civil injunctions. In addition, injured private parties may sue for
threefold their actual damages stemming from any antitrust violation, plus an
award of attorneys' fees and the costs of bringing suit. In light of all these
considerations, antitrust compliance is extremely important to the Company and
all of its employees.
Antitrust and competition laws are very complex and voluminous and vary from
country to country. The brief summary of the law below is intended to help
employees recognize situations that have antitrust aspects so that they can then
consult the Legal Department.
- Discussion of any of the following subjects with competitors, whether
relating to the Company's or the competitors' products, is prohibited:
past, present or future prices, pricing policies, lease rates, bids,
discounts, promotions, profits, costs, terms or conditions of sale,
royalties, warranties, choice of customers, territorial markets,
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production capacities or plans and inventories. Selected items of such
information may be discussed with competitors who are also suppliers to us
or distributors of our manufactured products, but such discussions should
be limited to what is necessary in the supplier/distribution context. We
can discuss with a supplier/competitor its prices and terms and conditions
of sale to us and we can discuss with a dealer/competitor our prices to
that dealer for our manufactured products.
- You must not discuss or agree with any competitor about what prices the
Company and the competitor will charge a customer or customers, nor about
other terms (e.g., credit) or conditions of sale.
- Competitive prices may be obtained only from sources other than
competitors, such as published lists and mutual customers.
- If at any trade association meeting you become aware of any formal or
informal discussion regarding the following topics, you should immediately
leave the meeting and bring the matter to the attention of the Legal
Department. Such topics include:
- Prices
- Discounts
- Exclusion of members
- Terms and conditions of sale
- Geographic market or product market allocations/priorities
- Bidding on specific contracts or customers
- Refusal to admit members or to deal with a customer
- Standardization among members of terms, warranties or product
specifications
- Consult with the Legal Department and appropriate senior sales management
before creating or terminating a relationship with, or refusing to sell
to, a dealer, distributor, customer or prospective customer. While the
Company is free to select its own customers, terminations and refusals to
sell often lead to real or claimed antitrust violations.
- Consult with the Legal Department early in the process of evaluating any
proposed merger, acquisition or joint venture.
- Distributors and dealers may resell Company products in accordance with
their contracts at prices they independently establish and generally they
may handle any competitive merchandise. You may not come to any
understanding or agreement with a distributor or dealer concerning its
resale prices. Limits on a distributor's territory or classes of customers
must be reviewed with a member of the Legal Department prior to
implementation.
- It is against Company policy to make our purchases from a supplier
dependent on the supplier's agreement to buy from us.
- You may not unfairly disparage or undermine the products or services of a
competitor, whether by advertisement, demonstration, disparaging comments
or innuendo.
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- It is Company policy that all customers and suppliers be treated fairly
and not be discriminated against.
UNFAIR COMPETITION
Federal and state laws prohibit unfair methods of competition and unfair or
deceptive acts and practices. These laws, like antitrust laws, are designed to
protect competitors and consumers. While it is impossible to list all types of
prohibited conduct, some examples include:
- Commercial bribery or payoffs to induce business or breaches of contracts
by others;
- Acquiring a competitor's trade secrets through bribery or theft;
- Making false, deceptive, or disparaging claims or comparisons regarding
competitors or their products;
- Mislabeling products; and
- Making affirmative claims concerning one's own products without a
reasonable basis for doing so.
In particular, all public statements by or on behalf of the Company, including
in connection with advertising, promotional materials, sales representations,
warranties and guarantees, should always be truthful and have a reasonable basis
in fact and should not be misleading or purposefully made easily susceptible of
misinterpretation.
RELATIONS WITH GOVERNMENT AGENCIES AND OUTSIDE ORGANIZATIONS
GENERALLY
The Company must take special care to comply with all the special legal and
contractual obligations applicable to transactions with government authorities.
Violations of such laws may result in penalties and fines, as well as debarment
or suspension from government contracting, or possible criminal prosecution of
individual employees or the Company.
SELLING TO GOVERNMENT INSTITUTIONS
Employees must strictly adhere to the Anti-Kickback Act of 1986, which prohibits
government contractors and subcontractors from giving or receiving anything of
value in order to receive favorable treatment. In general, when involved with
federal government contracts, employees should consult with sales personnel who
have experience in this area.
POLITICAL CONTRIBUTIONS AND ACTIVITIES
Employees must obey the laws of the United States and host countries in
promoting the Company's position to government authorities and in making
political contributions. Political contributions by the Company to United States
federal, state or local political candidates may be prohibited or regulated
under the election laws. Employees may not use corporate funds to contribute to
a political party, committee, organization or candidate in connection with a
federal campaign without the review and written approval of Company's Legal
Department.
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Good communications and relationships with federal, state and municipal elected
and appointed officials are important to the Company. Public officials are
Company customers and require an overall Company approach. Please refer to the
"Doing Business Internationally" section of this Code concerning relations with
foreign government officials.
PERSONAL INVOLVEMENT AND PACs
Employees are encouraged to participate in the political process. Voting,
expressing views on public policy, supporting and contributing to candidates and
political parties and seeking public office are a few of the ways employees may
choose to be involved. In the conduct of their personal civic and political
affairs, employees should at all times make clear that their views and actions
are their own and are not those of the Company. The Company does not seek to
limit the activities in which employees may participate on their own time, or
the gifts or contributions they may voluntarily make with their own funds.
Employees who seek elective office or accept appointive office must notify their
manager and indicate how the duties of the office will affect their job
performance.
GOVERNMENT PROCUREMENT
It is Company policy to sell to all customers, including government-related
entities, in an ethical, honest and fair manner. Listed below are some of the
key requirements of doing business with the government:
- - Accurately representing which Company products are covered by government
contracts.
- - Providing high-quality products at fair and reasonable prices.
- - Not offering or accepting kickbacks, bribes, gifts or other gratuities.
- - Not soliciting or obtaining proprietary or source-selection information from
government officials prior to the award of a contract.
- - Hiring present and former government personnel only in compliance with
applicable laws and regulations.
- - Complying with laws and regulations ensuring the ethical conduct of
participants in procurement set forth by federal, state and municipal
agencies.
RESPONDING TO GOVERNMENT AND OTHER INQUIRIES
It is Company policy to cooperate with all reasonable requests concerning
company operations from United States, state, municipal and foreign government
agencies, such as the Federal Trade Commission, and the Department of Justice
Employees must immediately forward any such requests, including requests for
interviews or access for government officials to Company facilities and
documents to the Legal Department and before any responsive action is taken. If
you are unclear about your business unit's procedures in responding to such
requests, notify the Legal Department immediately and wait for instructions
before proceeding. Additionally, employees are not normally permitted to contact
any regulatory entity or any governmental authority on behalf of the Company
without prior approval of the Legal Department.
For those employees outside of the Legal Department who deal with regulatory
entities and governmental authorities on a routine basis as part of their job
function, referral to the Legal
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Department is appropriate where an inquiry or contact is out of the ordinary
course of business or involves a potential legal or disciplinary action of any
kind.
Similarly, all inquiries or documents received from any attorney or legal
representative not affiliated with the Company must be immediately forwarded to
the Legal Department.
TAX VIOLATIONS
The Company and its employees, whether acting on behalf of the Company or
individually, are not permitted to attempt to evade taxes or the payment of
taxes. Neither should employees solicit clients on the basis of nor actively
participate in assisting clients in attempting to evade the tax laws. The
Company and its employees, whether acting on behalf of the Company or
individually, are not permitted to (i) make false statements to local tax
authorities regarding any matter, (ii) file fraudulent returns, statements,
lists or other documents, (iii) conceal property or withhold records from local
tax authorities, (iv) willfully fail to file tax returns, keep required records
or supply information to local tax authorities, or (v) willfully fail to
collect, account for or pay a tax.
To comply with Internal Revenue Service regulations, the Company requires that
prizes awarded by the Company (or any of its U.S. affiliates) to employees in
connection with business-related contests and promotions be reported to the
Payroll Department for inclusion in the employee's reportable income.
The Company has additional tax obligations to its employees and local tax
authorities. For example, it must provide wage statements to its employees,
collect and deposit income and employment taxes and obtain licenses for the
collection of foreign payment of interest or dividends.
In addition to complying with the tax laws, employees must cooperate fully with
any regulatory entity or governmental authority. Moreover, employees may not
interfere with the administration of the tax laws (e.g., bribing a tax agent).
To this end, employees are required to respond immediately to inquiries from a
tax authority, including summons to testify or produce books, accounts, records,
memoranda or other papers.
MEDIA RELATIONS
In order to ensure professional and consistent handling, requests from the media
should be referred to the Director of Corporate Events and Communications.
Employees may not speak to a member of the media unless previously authorized to
do so by the executive responsible for the employee's business unit. All
individuals whose communications have been approved must restrict their comments
to their specific area of expertise.
The following topics should not be discussed with the media, even during a
generally authorized contact, without the prior approval of the specific content
to be discussed:
- Client/customer/supplier relationships
- Trading information
- Financial Information
- Rumors
- Matters of litigation/arbitration involving the Company
- Regulatory matters involving the Company
- Proprietary information
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- Company policy or strategy
- Human Resources issues
- Areas beyond the employee's business unit.
If you are asked about any of these topics, politely explain that it
is inappropriate for you to comment and refer them to the Director
of Corporate Events and Communications. Be sure to inform the
Director of the contact as soon as possible.
INVESTOR RELATIONS
In order to ensure that requirements regarding disclosure of business and
financial information are properly complied with, and to ensure the consistency
of messages, all inquiries to employees from the financial community, regardless
of their nature, must be directed to the Senior Vice President - Investor
Relations. Under no circumstances are employees authorized to speak with
financial or securities analysts, institutional or individual investors, stock
exchanges or credit rating agencies, or other members of the financial
community.
DOING BUSINESS INTERNATIONALLY
GENERALLY
While the Company must adapt to business customs and market practices in global
markets, all employees worldwide will adhere to applicable United States laws
and regulations and these standards. Every employee in our international
operations will also respect the laws, cultures and customs of all countries in
which the Company operates and will conduct the Company's overseas activities in
a way that contributes to development in all such locales.
FOREIGN CORRUPT PRACTICES ACT
The Company and its employees, agents, distributors and representatives will
strictly comply with the United States Foreign Corrupt Practices Act of 1977
(and amendments) (FCPA). The FCPA reaches conduct occurring outside of the
territorial boundaries of the United States and applies to domestic and foreign
subsidiaries of the Company and to both U.S. citizens and non-U.S. citizens.
Under this act:
- The Company and its shareholders, directors, agents, officers and
employees are prohibited from making or authorizing payment of either
money or anything of value, directly or indirectly, to non-United States
government officials, political parties or candidates for political office
outside the United States to win or retain business or influence any act
or decision of such officials.
- All books, records and accounts, domestic and overseas, must accurately
and fairly reflect business transactions and dispositions of the Company's
assets.
- A system of internal accounting controls must be maintained to provide
adequate corporate supervision over the accounting and reporting
activities at all levels.
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- Certain payments and gifts to non-United States employees whose duties are
essentially ministerial or clerical may be permissible. It is often
difficult to determine the legality of such payments under local law at a
given location. You must consult with the Legal Department before
authorizing or making any such payment.
EXPORT CONTROL LAWS
All employees and agents of the Company and its overseas subsidiaries must be
scrupulous in complying with the letter and the spirit of United States export
control laws and the export control laws of other countries where the Company
does business.
United States regulations apply to both products and "technical data." Products
include those manufactured in the United States, those containing United States
parts and those manufactured in countries outside of the United States based on
United States technology. Technical data ranges from software to written
materials, such as product brochures. Such simple acts as sending a facsimile or
allowing a foreign national to tour and observe some manufacturing processes
could form the basis for a violation of export control laws.
The export controls of the United States and other countries in which the
Company operates include restrictions on the countries, persons and entities
with which we can trade and may in some instances require that licenses be
obtained from appropriate governmental authorities before shipment. Exports may
also be subject to control, based on the Commerce Control List classification of
the items concerned, or based on the end user or end use of the items. Such
restrictions apply to both sales and humanitarian gifts. Shipments to any entity
outside the restricted countries are also prohibited if you know, or have reason
to know that such an entity intends to re-export the Company's goods to one or
more of those countries, or to a prohibited end user or end use.
For these reasons, no one should be involved in exports unless they have been
trained and are working with the export compliance officer for their division.
This includes situations in which we know our domestic customer intends to
export what they buy from us or to export that which they want the Company to
donate to them. Each exporting division must have export control procedures and
an internal control program to ensure full compliance with applicable export
control laws and regulations. Each exporting division will ensure that an export
compliance officer is appointed to oversee the program and to provide guidance
on export control issues to employees in that division. Because of the fluid
international political environment, you should check with your export
compliance officer if you are uncertain about a shipment. All employees and
managers are responsible for advising their export compliance officer of any
export control-related occurrence, development or investigation of possible
legal significance to the Company.
IMPORTS
Although somewhat less complex, imports should be made by involving the
division's import compliance officer who has been trained in import regulations,
including entry procedures, import documentation and recordkeeping requirements,
tariff classification, special duty programs, prohibitions or restrictions on
imports from certain countries, etc.
INTERNATIONAL BOYCOTTS
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All employees and agents worldwide must comply with the spirit and letter of
United States laws and actions of the United Nations pertaining to activities
associated with prohibited foreign economic boycotts.
United States antiboycott law is intended to prevent businesses from taking any
action in support of a boycott imposed by a foreign country upon a country that
is friendly to the United States.
These laws prohibit a variety of activities connected with boycotts, including:
- Refusing to do business with boycotted countries and their citizens or
companies "blacklisted" from doing business with these countries.
- Furnishing information about the Company's or any person's past, present
or prospective relationship with boycotted countries or "blacklisted"
companies.
- Furnishing information about any person's race, religion, sex or national
origin or membership or support of charitable organizations supporting a
boycotted country.
- Discriminating against individuals or companies on the basis of race,
religion, sex or national origin.
- Paying, honoring or confirming letters of credit which contain any
conditions or requirements that are prohibited by anti-boycott laws or
regulations.
Such language may appear in contracts, purchase orders or shipping documents and
you should be attentive to looking for clauses of this nature.
The law also requires that requests for information supportive of a boycott be
reported to the United States government. Any such requests should be
immediately directed to the Legal Department and they will advise you concerning
reporting requirements and procedures.
Any director, officer or other employee who violates this policy, orders another
to violate this policy, or knowingly permits a subordinate to violate this
policy will be subject to appropriate disciplinary action.
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