Exhibit 99.2
CODE OF ETHICS
AND
BUSINESS CONDUCT
Lexington Corporate Properties Trust
December 2002
Code of Ethics and Business Conduct
A Message from the
Chairman of the Board and
Chief Executive Officer
Dear Fellow Employee:
Lexington Corporate Properties Trust ("Lexington") has been in business,
through it predecessor entities, since 1973, and is proud of the reputation and
trust we have earned. This is a reputation that we are determined to protect and
enhance. Our Code of Ethics and Business Conduct contains the policies which
must be followed by everyone who does business on behalf of Lexington.
All employees have the responsibility to read, understand and abide by the
principles and standards contained in this Code. It is difficult to make a
policy that applies to every situation, and there will be times when the Code
does not address a particular question. Applying common sense, good judgment,
and integrity to every business issue will help to ensure that your decisions
are consistent with Lexington values and this Code. If you have questions,
please contact your supervisor or either of us.
Lexington's success depends upon each of us. Acting with integrity and the
highest ethical standards is not only good policy, it is also good business.
Every Lexington employee and shareholder relies upon you to do the right thing.
We know that our confidence in you is well placed.
Sincerely,
E. Robert Roskind, Chairman of the Board
T. Wilson Eglin, Chief Executive Officer
Table of Contents
ETHICS AND COMPLIANCE.........................................................1
CONFLICTS OF INTEREST.........................................................2
CORPORATE OPPORTUNITIES.......................................................3
COMPETITION AND FAIR DEALING..................................................4
DISCRIMINATION AND HARASSMENT.................................................5
DRUG-FREE WORKPLACE...........................................................6
ENVIRONMENT, HEALTH, AND SAFETY...............................................7
FRAUD, THEFT OR SIMILAR CONDUCT...............................................8
GIFTS AND GRATUITIES..........................................................9
INSIDER TRADING..............................................................10
MAINTAIN ACCURATE AND COMPLETE RECORDS.......................................11
CONFIDENTIALITY..............................................................12
NON-RETALIATION..............................................................13
POLICY VIOLATION.............................................................14
POLITICAL CONTRIBUTIONS......................................................15
RESPONDING TO INQUIRES FROM THE PRESS AND OTHERS.............................16
SAFEGUARDING COMPANY ASSETS AND RECORDS......................................17
VOLUNTARY DISCLOSURE OF IRREGULARITIES.......................................18
INFORMATION TECHNOLOGY.......................................................19
WHEN IN DOUBT................................................................20
SEEKING ADVICE...............................................................21
WAIVERS OF THE CODE OF ETHICS AND BUSINESS CONDUCT...........................22
RECEIPT AND ACKNOWLEDGEMENT - LEXINGTON EMPLOYEES............................23
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Our Vision
- ----------
To be recognized as the smartest investors in our asset class.
Our Mission
- -----------
To provide our shareholders with quarterly dividend distributions that grow and
become more secure over time.
Our Philosophy For Employment
- -----------------------------
Always speak your mind.
Be straight forward when dealing with others.
Work hard, work smart and try to have fun while doing so.
Strive for excellence in all your dealings.
Our Values
- ----------
Integrity and the highest ethical standards
Mutual Respect and trust in our working relationships
Communication that is open, consistent and two-way
Teamwork and meeting our commitments to one another
Continuous Improvement, development and learning in all we do
Diversity of people, cultures and ideas
Performance with recognition for results
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ETHICS AND COMPLIANCE
Lexington operates its business in accordance with the highest ethical standards
and in compliance with all applicable laws. Lexington places the highest value
on the integrity of each of its employees and representatives.
Every employee must read and understand this Code, and must sign the
acknowledgement card contained in this booklet, before undertaking any work on
behalf of Lexington.
1
CONFLICTS OF INTEREST
Employees and their family members must avoid doing anything that creates a
conflict of interest, or the appearance of a conflict of interest, with their
responsibilities to Lexington. Employees may not use Lexington's name,
information or good will for personal gain or for the gain of others. The term
"family member" means a spouse, son, daughter, parent, sibling or any relation
not more remote than first cousin.
The following are examples of prohibited conflicts of interest for employees:
Serving as a proprietor, general partner, officer, or director of any
corporation that conducts business with Lexington without first obtaining
written consent from an executive officer.
Using Lexington's name, tenant or employee lists for any purpose other
than Lexington business or functions, without the prior approval of an
executive officer.
Being a consultant, employee or representative of another firm without the
prior approval of an executive officer if:
- the firm competes in any way with Lexington,
- it would interfere with the employee's obligations to
Lexington because of the demands of time or interest,
- It would identify Lexington with an activity or cause with
which it does not want to be identified.
Even if there is no apparent conflict, employees must get the prior approval of
an executive officer before becoming a consultant, employee or representative of
another organization.
QUESTION: Are there any restrictions on my owning stock of a supplier or
competitor?
ANSWER: Possibly. If the investment is significant enough to interfere or
conflict with your obligations and responsibilities to Lexington, there could
be a conflict of interest situation. Ask an executive officer.
2
CORPORATE OPPORTUNITIES
Employees, officers and Trustees are prohibited from taking for themselves
personally opportunities that are discovered through the use of corporate
property, information or position without the consent of the Board. No employee,
officer or Trustee may use corporate property, information or position for
improper personal gain, and no employee may compete with Lexington directly or
indirectly. Employees, officers and Trustees owe a duty to Lexington to advance
its legitimate interest when the opportunity to do so arises.
3
COMPETITION AND FAIR DEALING
We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, products and services, never through
unethical or illegal business practices. Stealing proprietary information,
possessing trade secret information that was obtained without the owner's
consent, or inducing such disclosures by past or present employees of other
companies is prohibited. Each employee, Trustee and officer should endeavor to
respect the rights of and deal fairly with Lexington's customers, suppliers,
competitors and employees. No employee, Trustee or officer should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other intentional
unfair-dealing practice.
4
DISCRIMINATION AND HARASSMENT
Lexington is committed to an all-inclusive work culture. We believe and
recognize that all people are unique and valuable, and should be respected for
their individual abilities. In support of our all-inclusive work culture and the
value we place on diversity, Lexington has established a zero tolerance policy
for discrimination or harassment on the basis or race, color, gender, age,
sexual orientation, national or social origin, religion, or disability.
QUESTION: I am being harassed at work. What should I do?
ANSWER: If you are being harassed because of your race, color, gender, age,
sexual orientation, national or social origin, religion, or disability,
Lexington's policy on diversity and anti-harassment is being violated. Lexington
needs to be told about this situation so that it can be investigated and
appropriate action taken. Please tell you supervisor or an executive officer
about the harassment. You will not be retaliated against for making a good faith
complaint. Lexington has no tolerance for harassment that violates this policy,
but we need your help to make sure our policy is a reality. Please make sure you
report the harassment so that action can be taken.
5
DRUG-FREE WORKPLACE
Illicit drugs, including inhalants, hallucinogens, LSD, cocaine, crack, heroin
or other opiates, stimulants, amphetamines, barbiturates, methaqualone or
tranquilizers, may not be brought onto any Lexington property. In addition, no
one employed by or representing Lexington may come onto any Lexington property
with any level of illicit drugs in their body system. Drugs prescribed by a
medical professional are not the subject of this policy.
6
ENVIRONMENT, HEALTH AND SAFETY
It is Lexington's policy to establish and manage a safe and healthy work
environment and manage its business in ways that are sensitive to the
environment and conserve natural resources. Lexington will comply with all
environmental, health and safety laws and will internally establish and comply
with our own stricter standards where we believe the applicable laws do not
adequately protect health, safety or the environment.
7
FRAUD, THEFT OR SIMILAR CONDUCT
Any act that involves theft, fraud, embezzlement, or misappropriation of any
property, including that of Lexington or any of its employees or tenants, is
prohibited.
QUESTION: I think one my co-workers may have stolen a lap top computer. What
do I do?
ANSWER: Theft of any kind is a violation of Lexington's policy and many
laws. Please promptly talk about this with your supervisor or an executive
officer.
8
GIFTS AND GRATUITIES
No employee or Lexington representative will directly or indirectly give, offer,
ask for, or accept a gift or gratuity from an employee or other representative
of any current or potential tenant or supplier in connection with a transaction
or a proceeding between Lexington and the other organization. Gifts and
gratuities that are not connected with a transaction or proceeding are
acceptable if they meet the rule set forth in the paragraph below.
Unsolicited gifts, gratuities, or business courtesies from or to a business
associate, including meals and entertainment, are permissible if they are (1)
customary in the trade or industry, (2) do not exceed a value considered prudent
and ordinary by the organization's management, and (3) are given and accepted
without an express or implied understanding that each recipient is in any way
obligated. It is never acceptable to solicit gifts, gratuities, or business
courtesies for the benefit of a Lexington employee, family member, or friend.
9
INSIDER TRADING
Lexington has a long-standing commitment to comply with all securities laws and
regulations. U.S. securities laws, which apply to Lexington, prohibit persons
from trading in the securities of a company on the basis of material non-public
information. Material non-public information is any information concerning a
company's business, prospects, securities, or market which an investor might
consider important in deciding whether to buy or sell the securities or which
could affect their market price. Examples of material information include:
possible mergers, acquisitions or divestitures; actual or estimated financial
results or changes in dividends; purchases and sales of investments in
companies; obtaining or losing significant tenants; threatened major litigation
or developments in such matters; and major changes in business strategies. If
you have access to material information, whether it pertains to Lexington or
another company, do not buy or sell Lexington securities or those of the other
company until at least two business days after the information has been
disclosed to the public by press release or similar announcement.
Two simple rules can help protect you in this area. (1) Don't use material
non-public information for personal gain; (2) don't pass along such information
to someone else who has no Lexington-related legitimate need to know.
Each employee acknowledges that Lexington has a separate policy regarding the
use of material non-public information and, with respect to certain executive
officers, the timing of trades as it relates to quarterly reporting by the
Company. Each employee confirms that he or she will comply with such policy.
QUESTION: While working at my desk, I overheard my co-worker talking on the
phone about how Lexington is going to announce higher than expected earnings for
the quarter. I mentioned this to my brother, and we agreed that now would be an
excellent time to buy Lexington stock. Can I buy the stock before the earnings
announcement?
ANSWER: No. Lexington is committed to complying with federal and state
securities laws. It is against the law to trade securities on the basis of
material non-public information. In addition, telling your brother about the
information violates company policy and may violate securities laws if he trades
on that information or passes the information on to others.
10
MAINTAIN ACCURATE AND COMPLETE RECORDS
Every employee has the responsibility to maintain accurate and complete records.
No false, misleading or artificial entries may be made on Lexington's books and
records. No funds or assets may be maintained by Lexington for any illegal or
improper purposes. All transactions must be fully and completely documented and
recorded in Lexington's accounting records.
11
CONFIDENTIALITY
Employees, officers and Trustees must maintain the confidentiality of
confidential information entrusted to them by Lexington or its customers, except
when disclosure is authorized by your supervisor or an executive officer or
required by applicable laws, rules or regulations. Confidential information
includes all non-public information that might be of use to competitors, or
harmful to Lexington or its customers, if disclosed. It also includes
information that suppliers and customers have entrusted to us. The obligation to
preserve confidential information continues even after the employment or other
relationship to Lexington ends.
12
NON-RETALIATION
Anyone who in good faith raises an issue regarding a possible violation of law
or company policy will be protected from retaliation by Lexington or any
Lexington employee. It is a violation of this Code for anyone to be
discriminated against or harassed for making a good faith report to Lexington of
a suspected violation of law or policy. If you feel that you are being
retaliated against in violation of this policy please follow the procedures for
reporting suspected violations.
13
POLICY VIOLATION
All Lexington employees must understand and comply with Lexington's Code of
Ethics and Business Conduct. Violation of the Code of Business Conduct will not
be tolerated and will result in discipline for employees, which may include,
among other things, termination. If you have any questions about the Code,
please see the policy on Seeking Advice.
14
POLITICAL CONTRIBUTIONS
Lexington will not make any contribution, directly or indirectly, to any
candidate for public office, political parties, or other political
organizations. In addition, employees may not be given time off with pay for
political activity, although time off without pay may be possible if consistent
with local policies and laws.
15
RESPONDING TO INQUIRIES FROM THE PRESS AND OTHERS
All inquires from the press or security analysts should be directed to the Chief
Executive Officer, Chief Operating Officer or Chief Financial Officer. Inquiries
from outside attorneys should be referred to the Chief Financial Officer.
General inquires about Lexington should be handled by the Investor Relations
assistant.
16
SAFEGUARDING LEXINGTON ASSETS AND RECORDS
Safeguarding Lexington's assets and records is the responsibility of all
employees and company representatives. Use and maintain such assets and records
with care and respect, while guarding against waste and abuse. Look for
opportunities to improve performance while reducing costs. The use of company
time, materials, assets, or facilities for purposes not directly related to
company business, or the removal or borrowing of company property without
permission, is prohibited. Examples of Assets and Records to be safeguarded
include cash, equipment and financial records.
17
VOLUNTARY AND DISCLOSURE OF IRREGULARITIES
Lexington is committed to operating its business in accordance with the highest
level of integrity and ethical standards. Should an improper practice or
irregularity occur within Lexington, Lexington is committed to making all
necessary corrections, taking remedial action to prevent recurrence, and making
timely and appropriate disclosure of the improper practices or irregularities to
the proper authorities.
18
INFORMATION TECHNOLOGY
Lexington has a long standing commitment to comply with all licensing agreements
regarding software. These licensing agreements prohibit the unauthorized copying
of software applications in any manner. If there are any doubts about what you
can or cannot do with licensed software ask the IT Director. In addition, work
products generated by employees (e.g. spreadsheets, analyses) are the property
of Lexington and must be kept confidential.
Lexington provides internet access to all employees in order to assist employees
in carrying out their assigned duties. The use of the internet for non-business
purposes should be limited. Lexington expects each employee to use their
discretion in the use of the internet for non-business purposes. All employees
should understand that Lexington has the right to monitor each employee's use of
the internet and their computer.
Under no circumstance should an employee use the Lexington network to attempt
any unauthorized access to any other computer system.
All employees have particular passwords to access the computer system. Your
password should not be shared with any other person.
To protect against viruses, employees are not authorized to install or execute
any programs (e.g. CD's, personal disks, zip drives) without approval of the IT
Director.
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WHEN IN DOUBT
If you are in doubt about a business conduct situation, ask yourself the
following questions:
Is it legal?
Does it violate Lexington's policy?
Is it consistent with Lexington's values?
Is it fair and just?
How does it make me feel about myself?
What would my family think about it?
How would it look in a newspaper article?
Will I sleep soundly tonight?
What would I tell my child to do?
If you are unsure about what to do, ask questions and keep asking until you are
certain you are doing the right thing.
20
SEEKING ADVICE
Lexington is committed to operating its business in accordance with the highest
level of integrity and ethical standards. Lexington wants to make sure that
everyone who does business on behalf of Lexington fully understands what the
Code requires, and is able to ask questions if advice is needed. Should an
improper practice or irregularity occur with the Lexington, we are committed to
correcting the problem and taking appropriate steps to make sure it cannot
happen again.
If you are unsure of what a policy requires of you, are concerned that Lexington
may be in violation of law, or feel that a company policy is being violated, you
may seek advice from your supervisor or an executive officer.
21
WAIVERS OF THE CODE OF ETHICS AND BUSINESS CONDUCT
Any waiver of this Code for executive officers or Trustees may be made only by
the Board or a Board committee and will be promptly disclosed as required by
applicable laws, rules or regulations.
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RECEIPT AND ACKNOWLEDGEMENT - LEXINGTON EMPLOYEES
All Lexington Corporate Properties Trust employees are responsible for reading,
understanding and following the principles outlined in this Code. Please sign
the attached card and return it to your supervisor
- --------------------------------------------------------------------------------
I acknowledge that I have received and will comply with Lexington Corporate
Properties Trust's Code of Ethics and Business Conduct dated December 2002, and
any subsequent modifications of which I am informed. In understand such
compliance is a term and condition of my employment by Lexington Corporate
Properties Trust. I understand and agree that the 2002 Code of Ethics and
Business Conduct is not an employment contract between Lexington Corporate
Properties Trust and me.
I understand that if I have questions related to the standards of conduct
outlined in the Code, I am to discuss them promptly with my supervisor or an
executive officer.
Signature______________________________________Date:_________________________
Print Name___________________________________________________________________
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