EX-99.CODE ETH
THE ZWEIG FUND, INC.
THE ZWEIG TOTAL RETURN FUND, INC.
SENIOR MANAGEMENT CODE OF ETHICS
I Background
Section 406 of the Sarbanes-Oxley Act of 2002 requires that each registered
investment company disclose whether or not it has adopted a code of ethics that
applies to its principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the fund or
a third party (collectively, "Senior Management"). If a fund has not adopted
such a code of ethics, it must explain why it has not done so in certain
regulatory filings.
Pursuant to various management agreements between The Zweig Fund, Inc. and
The Zweig Total Return Fund, Inc. (the "Funds") and Phoenix subsidiaries,
Phoenix employees currently serve as Senior Management to the Funds. As
employees of Phoenix they are subject to the Phoenix Code of Ethics (the
"PCE"). The PCE complies with the Sarbanes-Oxley Act of 2002 and other relevant
requirements. The Boards of Directors of the Funds, on October 1, 2003, adopted
the Phoenix Code of Ethics for the Senior Management of the Funds.
II Board Resolution adopted on October 1, 2003
WHEREAS, that Section 406 of the Sarbanes-Oxley Act of 2002 requires that
each registered investment company publicly disclose whether or not it has
adopted a code of ethics that applies to its principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these individuals
are employed by the fund or a third party (collectively, "Senior Management");
and
WHEREAS, the Board of Directors has reviewed the Phoenix Code of Conduct, as
presented at this meeting, as the same may be amended from time to time (the
"Senior Management Code") and has determined the same to provide written
standards that are reasonably designed to deter wrongdoing and to promote the
types of conduct by Senior Management that are contemplated by regulations
promulgated pursuant to the Sarbanes-Oxley Act of 2002; now, therefore, be it
RESOLVED, that the Fund does hereby approve and adopt the Senior Management
Code as the written code of ethics that applies to its principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, regardless of whether
these individuals are employed by the Fund or a third party;
FURTHER RESOLVED, the Chairman of the Fund, with the advice of counsel and
subject to the terms and conditions specified in the Phoenix Code of Conduct,
shall be appointed and directed to oversee the consideration and granting of
any waivers of the Senior Management Code with respect to Senior Management
other than the Chairman provided however that the Chairman shall provide notice
of any such waiver to the Board of Directors at the next succeeding regularly
scheduled meeting of the Board of Directors and provided further that any
requested waivers involving the Chairman shall be presented to the Board for
approval; and
FURTHER RESOLVED, that the Chief Compliance Officer of The Phoenix
Companies, Inc. be, and she or he hereby is, authorized and directed to
implement, and oversee compliance with, and administration of the Senior
Management Code and to take such further action and
deliver and execute any and all instruments, certificates and documents as she
or he may deem necessary or appropriate, with the advice of counsel, to fully
carry out the purposes and intent of the Senior Management Code.
Commitment to Shareholders
Phoenix is committed to providing shareholder value. One way we do this is by
observing the highest standards of legal and ethical conduct in all of our
business dealings.
Conflicts of Interest
Phoenix expects each of its employees and directors to maintain the highest
moral and ethical standards and to avoid conflicts of interest in conducting
business activities. A "conflict of interest" occurs when an individual's
private interest interferes, or even appears to interfere, in any way with the
interests of the Company as a whole. A conflict situation can arise when an
employee or director takes actions or has interests that may make it difficult
to perform his or her work for the Company objectively and effectively.
Conflicts of interest also arise when an employee 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.
An employee requested by Phoenix to serve on the board of directors of another
company owes a fiduciary duty to Phoenix as well as to the company on whose
board of directors he or she serves. Where conflicts of interest arise between
the interests of Phoenix and the other company, the employee should consult
Phoenix's General Counsel for guidance. Moreover, no employee requested by
Phoenix to serve on the board of directors of another company may accept fees
or other compensation for board service. In the event the company for which an
employee serves as a director requires directors to receive fees, any
remuneration received by the employee must be donated to a charitable
organization. The Company will offset any tax consequences incurred by the
employee.
All conflicts of interest must be disclosed in writing to the Chief Compliance
Officer. Employees and directors are required to file a Conflict of Interest
Statement annually. Any conflicts of interest that arise following completion
of the Conflict of Interest Statement must be promptly reported to the Chief
Compliance Officer in writing.
Corporate Opportunities
Employees and directors owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises. Consequently, employees and
directors are prohibited from engaging in the following activities:
.. taking for themselves personal opportunities that are discovered through
the use of corporate property, information or position;
.. using Company property, information or position for personal gain; and
.. competing with the Company.
Insider Trading and Personal Trading
Federal securities laws and Company policy prohibit the purchase or sale of
securities while in possession of material non-public information and prohibit
passing such information on to others. No employee or director may buy or sell
Phoenix securities if he or she has material non-public information. This
restriction also applies to an employee's or director's spouse, other adults
living in the employee's or director's household, minor children and persons
for whom the employee exercises investment authority. Employees, directors and
their family members also must avoid passing non-public information on to third
parties.
Information is "material" if a reasonable investor would probably consider the
information important in deciding whether to buy, hold or sell securities of
the company to which the information relates.
Directors, officers and their family members1 are also subject to certain
restrictions under New York Insurance Law governing acquisition of Phoenix
shares. Until June 25, 2006, directors and officers, whether acting directly or
indirectly, may only acquire, or offer to acquire, such shares: (i) through a
Phoenix plan; or (ii) through a registered broker or dealer at quoted prices on
the date of purchase. Family members may only acquire such shares through the
latter method.
All directors, all employees with a title of Vice President or higher, plus
certain other employees whose positions place them in regular contact with
non-public information, and certain family members of all of them are subject
to a further restriction as well: these individuals may only buy or sell
Phoenix securities during "window" periods. You have been or will be notified:
(i) if these restrictions apply to you; and (ii) when periods begin and end.
In addition, officers with a title of Executive Vice President or higher,
certain other individuals who have been notified by the Corporate Secretary,
and certain family members of each of them, must pre-clear all transactions in
Phoenix securities through our Corporate Secretary. Further, they must promptly
report such transactions to the Securities and Exchange Commission ("SEC").
No employee or director may buy or sell securities of another company with the
knowledge that those securities are being considered for purchase or sale by
Phoenix, any of its subsidiaries or any of the Company's advisory accounts. In
the case of any company in which Phoenix owns 10 percent or more of the
outstanding equity, no employee (nor certain family members) may make any
personal investment without prior approval from the Law Department.
Certain employees who are involved with the Company's investment adviser and
broker-dealer operations may be required to secure pre-clearance of and/or
report all personal securities transactions by these individuals. In addition,
the Company reserves the right to require duplicate confirmations, quarterly
transaction reports and prior clearance for any personal securities
transactions by those individuals. If you have any question as to whether your
position requires pre-clearance or reporting, you should contact the compliance
officer for your business area (investment adviser or broker-dealer) or the
Corporate Compliance Department.
Footnote 1 An officer's or director's child, stepchild, grandchild, parent,
step-parent, grandparent, spouse, or sibling, including in-laws and adoptive
relationships.
Market Timing
Company policy prohibits employees from engaging in excessive trading or market
timing activities with respect to any mutual fund, regardless of whether such
mutual fund is affiliated with the Company. This prohibition does not apply to
money market funds or other funds designed to permit short term investment or
to non-volitional investment vehicles such as 401(k) plans, automatic
reinvestment programs, or asset allocation programs.
Confidentiality
Directors and employees are required to maintain the confidentiality of
information entrusted to them in the course of their work for the Company.
Disclosure of confidential information is restricted to authorized persons or
situations in which disclosure is legally mandated. Confidential information
includes all non-public information about the Company or persons with which it
conducts business (such as customers, vendors and potential investment targets)
including, but not limited to: internal operating procedures; investment
strategies; sales data and customer lists; financial plans; projections; and
clients' personal information. (See also Privacy and Confidential Personal
Information below). A director's or employee's obligation to protect
confidential information continues even after termination of his or her
position with the Company.
Protection and Use of Company Property and Assets
Employees have access to Company property to assist them in effectively
carrying out their duties to the Company. Company property should only be used
for legitimate purposes. All employees should protect the Company's property
and ensure its efficient use. Theft, fraud, carelessness and waste have a
direct impact on the Company's profitability.
Examples of Company property include proprietary and non-public information,
equipment, facilities, vehicles, funds and other assets. Improper use or abuse
of Company property is prohibited. Expenses to be paid for by the Company, via
reimbursement or direct payment, are limited to those expenses that are
authorized and related to legitimate business activities.
Contract Review
The following contracts must be reviewed by the Law Department prior to being
signed, amended or terminated early:
.. Contracts that involve an expenditure or value of greater than $25,000;
.. Contracts that pose significant legal obligations on Phoenix (such as an
obligation not to solicit business, not to hire, or to provide
indemnification); and
.. Contracts that involve employment or consulting services.
In addition, contracts that could have a significant impact on Phoenix's
financial results or reports must be reviewed by Corporate Finance for business
risks and financial implications.
Corporate Disclosures
As a public company, Phoenix is required to publicly disclose certain
information on a regular basis. This includes financial information and other
material information about the Company. It is imperative that such information
be disseminated in a consistent manner and in accordance with SEC disclosure
requirements and Company policy. In order to ensure that information released
is accurate and properly disseminated, only certain individuals are authorized
to speak on behalf of the Company. Employees are prohibited from speaking with
rating agencies, analysts, investors or the press without obtaining prior
authorization from the President and Chief Executive Officer. Employees
receiving any such inquiries should refer such individuals to the appropriate
area for response:
.. Members of the Press - to the senior officer, Corporate Communications;
.. Rating Agencies - to any officer in the Rating Agency Relations unit; and
.. Securities Analysts and Investors - to any officer in the Investor
Relations unit.
In order to enable the Company to comply with applicable law, Company policy
prohibits directors and employees from publicly disclosing any non-public
information about the Company's financial performance, other than at times and
through methods approved by the Company's President or Chief Financial Officer.
Employees are also prohibited from commenting on the Company's stock
performance.
Accuracy and Retention of Company Records
The integrity of Phoenix's records is vital to the Company's continued success.
The falsification, misuse or inappropriate alteration of Company documents is
strictly prohibited. Phoenix's business transactions must be accurately
recorded on the Company's books and records in accordance with generally
accepted accounting principles, any other required accounting basis and
established Company policy. Financial information must fairly represent all
relevant information.
The retention and destruction of Company records must follow established
Company policies and applicable legal and regulatory requirements.
Commitment to Customers
Phoenix upholds its commitment to our customers by conducting our business
fairly and honestly and maintaining the highest ethical standards in all
dealings with customers.
Safeguarding Customer Assets
Employees have an obligation to safeguard the assets of our customers at all
times, and to protect them from all forms of misuse. Misappropriation of funds
can include theft, fraud, embezzlement or unauthorized borrowing. Employees
must not, under any circumstances, misappropriate funds, property or other
assets, or assist another individual in doing so.
Ethical Market Conduct
The Company expects all who are involved in the sales and marketing of its
products and services to abide by the following principles:
.. conduct business according to high standards of honesty and fairness;
.. provide competent and customer-focused sales and service;
.. engage in active and fair competition;
.. provide clear, honest and fair advertising and sales materials;
.. handle customer complaints and disputes in an appropriate and timely
manner; and
.. monitor sales and service procedures to help ensure compliance with ethical
market conduct.
Privacy and Confidential Personal Information
It is the responsibility of every employee to maintain the privacy of
confidential personal information. Confidential personal information includes
non-public financial and health information obtained from consumers and
customers in connection with providing a financial product or service. Specific
examples of confidential personal information include information concerning
assets, income, businesses, estates, financial plans or health.
The misuse of confidential personal information could subject the Company and
its employees to civil liability or criminal penalties. Before releasing
confidential information to anyone, employees must make certain that releasing
it is permitted under the Company's policies or authorized in writing by the
person to whom it relates.
Customer Complaints
The Company is committed to fairly and expeditiously handling all customer
complaints. All complaints must be handled and reported in accordance with
established corporate policies as well as procedures established for the
applicable business unit or affiliate. To facilitate resolution of each
customer complaint, as well as to facilitate any related regulatory inquiries,
all customer complaints and related communications are centrally retained.
Fraud
The Company strongly supports all efforts to detect and prevent fraud. It
believes that only through aggressive action to combat fraud can the Company
continue to meet its fundamental obligations to its stockholders and customers.
When there is reason to believe that the Company has been the target of fraud
or attempted fraud, it will aggressively work with the appropriate law
enforcement officials to seek prosecution and conviction of the responsible
individual(s). Any employee who is aware or suspects that the Company has been
the target of fraud or attempted fraud should report it to the Corporate Audit
Department immediately.
Insurance Anti-Fraud Plan
In accordance with insurance regulatory requirements, the Company has a
comprehensive insurance anti-fraud plan that is designed to:
.. prevent insurance fraud, including internal fraud involving the Company's
officers, employees or agents, fraud resulting from misrepresentations on
applications for insurance, and claims fraud;
.. report insurance fraud to appropriate law enforcement and regulatory
authorities;
.. encourage cooperation in the prosecution of insurance fraud cases; and
.. aggressively pursue recovery of all sums improperly paid by the Company as
a result of fraud.
Commitment to Corporate Citizenship
Phoenix is committed to being a responsible corporate citizen, which includes
complying with applicable laws and regulations of the jurisdictions in which we
operate as well as engaging in fair competition in the marketplace.
Complying with Legal and Regulatory Requirements
The Company expects all employees to conduct business in accordance with all
applicable laws and regulations. The laws and regulations related to the
financial services industry are complex, thus placing a duty on each employee
to take all reasonable steps to ensure his or her actions are in compliance.
Compliance with the law does not, however, comprise our entire ethical
responsibility. Rather, it is a minimum standard for performance of our duties.
(See also the provisions below on Commitment to Ethics and Compliance).
Accounting, Internal Accounting Controls and Auditing Matters
The Company treats complaints about accounting, internal accounting controls,
or auditing matters seriously and expeditiously. Employees have the opportunity
to submit confidential and anonymous complaints about accounting or auditing
matters for review by representatives of Phoenix, and if appropriate, the Audit
Committee of the Board of Directors. These complaints will be handled in a
manner that protects the confidentiality and anonymity of the employee when so
requested by the employee. (See the Toll-Free Help Line section of this Code,
on page 11). No employee will be terminated or otherwise retaliated against for
submitting a complaint under this procedure if he or she reasonably believes
that the complaint may involve a violation of federal securities or anti-fraud
laws.
Fair Dealing
Each employee must 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 other unfair-dealing practice.
Antitrust
The Company is committed to preserving a free and competitive marketplace and
will not engage in any understandings or agreements with any competitor that
could result in a restraint of trade. Employees must avoid engaging in any
conduct that violates the antitrust laws, such as agreements with competitors
regarding prices, terms of sale, division of markets and allocations of
customers. Discussions with competitors related to market share, projected
sales for any specific product or service, revenues and expenses, production
schedules, unannounced products and services, pricing or marketing strategies
are prohibited.
The antitrust laws and, thus, the above prohibitions, also apply to informal
contacts with competitors, such as encounters at trade shows or meetings of
professional organizations. Every employee has an obligation to avoid
situations that could result in a violation of the antitrust laws.
Anti-Money Laundering
It is the responsibility of every employee to protect the Company from
exploitation by individuals engaged in money laundering activities.
Accordingly, affected employees must:
.. become familiar with the anti-money laundering laws and their requirements
as applied to the Company; and
.. learn and fully comply with the Company's anti-money laundering policies
and procedures.
Failure to comply with applicable laws or the Company's policies may result in
significant criminal and civil penalties for the Company as well as for those
individuals involved. Furthermore, even association with money laundering
activity could subject both the Company and its employees to civil and criminal
penalties.
Lobbying and Political Contributions
Lobbying is generally defined as communicating with a public official, or a
member of his or her staff, in the legislative or executive branch of
government, for the purpose of influencing legislative or administrative
action. Lobbying is highly regulated and lobbyists are required to be
registered and to report their activities. No employee may engage in lobbying
on behalf of Phoenix without prior permission of the Law Department. The giving
of gifts to local public officials and members of their staff, whether in the
form of meals, tickets to events or otherwise, is strictly regulated by most
states and by the federal government. Special restrictions also apply to
employees who provide investment management services to public entities.
Employees must be careful to distinguish between personal and corporate
political activities. Unless specifically requested by the Company to
communicate on its behalf on a particular issue, you should identify
communications with legislators as expressing your own personal beliefs and not
those of Phoenix. The use of Phoenix stationery for any personal political
communication is prohibited. Any employee wishing to be a candidate for
elective office should consult with his or her supervisor and department head
in advance.
Questions regarding the Company's position on proposed legislation or
regulations should be directed to Government Relations or the Law Department.
Foreign Corrupt Practices Act
The Foreign Corrupt Practices Act prohibits the payment or authorization of the
payment of any money, or the giving of value, directly or indirectly, to a
foreign official for the purpose of:
.. influencing any act or decision of the foreign official; or
.. inducing the foreign official to use his influence to assist in obtaining
business for or directing business to any person.
A "foreign official" is any person acting in an official capacity on behalf of
a foreign government, agency, department or instrumentality. Also included
under the term "foreign official" are foreign political parties, officials of
political parties and candidates for foreign political office.
The Foreign Corrupt Practices Act applies to all directors, employees and
agents of the Company. Violation of the act can result in both fines and
imprisonment.
Copyrights, Trademarks and Patents
Employees must avoid infringing upon the intellectual property rights of
others. Intellectual property includes copyrights, trademarks, service marks,
patents and trade secrets. Improper use includes copying, distributing or
modifying third party copyrighted materials without permission. Infringement
may result in criminal as well as civil liabilities for Phoenix and its
employees.
The Company has an agreement with the Copyright Clearance Center that gives a
license to Phoenix employees to make photocopies of many publications for
business purposes. Questions about the types of copying that are covered by the
agreement should be directed to the Corporate Compliance Department.
Commitment to Employees
Phoenix's employees are our most important asset and we are committed to
fostering a work environment in which employees have the opportunity to grow,
contribute and participate free from discrimination.
Equal Opportunity
The Company employs and promotes on the basis of merit and achievement without
regard to age, race, gender, color, religion, national origin, ancestry, sexual
orientation, marital status, or disability. This policy applies to every phase
of the employment process and every aspect of the employment relationship:
recruitment, hiring, training, promotions, transfers, terminations, benefits,
compensation and participation in Company-sponsored educational, social and
recreational programs.
Sexual Harassment
The Company prohibits sexual harassment in the workplace. Sexual harassment
includes: unwelcome sexual advances, requests for sexual favors and other
verbal, visual or physical conduct when:
.. submission is made either explicitly or implicitly a term or condition of a
person's employment;
.. submission to or rejection of inappropriate conduct by an employee is used
as the basis for employment decisions affecting the employee; or
.. the conduct has the purpose or effect of unreasonably interfering with an
individual's work performance or creating an intimidating, hostile or
offensive working environment.
Sexual harassment also includes: unwelcome sexual flirtations and advances;
verbal abuse of a sexual nature; inappropriate touching; graphic or verbal
comments about an individual's body; displaying in the workplace a sexually
suggestive object or picture; and sexually explicit or offensive jokes.
Employment of Relatives
Except in the limited circumstances described in this section, the Company does
not permit the employment of a director's or employee's "relative", which term
includes a spouse, domestic partner, child, parent, sibling, step-parent,
step-child, step-sibling, grandparent, grandchild, aunt, uncle, nephew, niece,
or first cousin including in-laws. Specifically, the Company prohibits the
hiring of a "relative" of any director or officer, or of any employee working
in the Corporate Audit, Corporate Compliance, Human Resources or Law
Departments. Although this policy does not require the termination of any
employee who becomes related to a person described in the preceding sentence
through a post-hiring event such as marriage or a promotion, any employee who
becomes "related" through such an occurrence should promptly advise his or her
supervisor. The Company will then take steps to assure that no employee reports
to or supervises a relative and that related employees do not work in the same
department or report to the same supervisor. The employment of a "relative" of
any officer at the level of Executive Vice President or higher will not be
permitted or accommodated even if the relationship results from a post-hiring
event.
Workplace Safety
The Company is committed to maintaining a work environment that is safe and
healthy for its employees and others. All job-related injuries or illnesses
should be reported immediately to your supervisor or Human Resources
representative. Questions concerning health and safety matters should also be
referred to one of them.
The Company does not tolerate acts of violence or threats of violence against
employees or Company property. Possession of firearms or other weapons anywhere
on Company property or while conducting Company business is prohibited. Any
situation or concern involving violent
behavior or the threat of violence should be immediately reported to Security
or Human Resources.
Drugs and Alcohol
The sale, purchase, use, possession or transfer of narcotics or other legally
controlled substances by employees while on Company premises or on Company
business (other than use of prescription drugs in accordance with a physician's
orders) is prohibited. Employees attending functions on behalf of the Company
where alcohol is served are expected to use good judgment and avoid consuming
excessive amounts of alcoholic beverages.
Felony Convictions
Federal law prohibits the employment by an insurance company, without the
consent of the appropriate state insurance department, of any person convicted
of a felony involving dishonesty or breach of trust. To assist the Company in
fulfilling its responsibilities under this law, employees are required to
disclose any felony conviction to the Company at the time of application for
employment. Any employee who is subsequently convicted of a felony must report
this fact to the Company immediately.
Employee Ownership of Phoenix Stock
Employees and directors are subject to various requirements governing their
ownership of Company stock, including federal securities law and New York
insurance law. Please refer to the Insider Trading and Personal Trading section
of this Code (at page 1) for more information.
Commitment to Ethics and Compliance
A strong commitment to business ethics and compliance is the foundation of a
successful organization. Every employee is expected to carry out the Company's
business activities in an ethical manner and in a fashion consistent with
applicable laws, regulations, policies and guidelines.
Ethical Decision Making
Phoenix's success is dependent on each of us applying the highest ethical
standards to whatever we do on behalf of the Company. Employees should consider
the following questions before making decisions.
.. Is my action consistent with approved Company practices?
.. Is my action consistent with the Company's values?
.. Does my action give the appearance of impropriety?
.. Can I, in good conscience, defend my action to my supervisor, other
employees and the general public?
.. Does my action meet my personal code of ethical behavior?
.. Does my action conform to the spirit of these and all other applicable
guidelines?
Monitoring Code Compliance
The Corporate Compliance and the Corporate Audit Departments are responsible
for monitoring the compliance activities of all areas of the Company and for
ensuring that this Code of Conduct is being followed. Compliance will be
monitored by periodic audits where appropriate. Additionally, the Company's
Chief Compliance Officer must report annually to the Audit Committee of the
Board of Directors on the level of compliance with our requirement that each
employee and director complete the Code of Conduct Acknowledgement and the
Conflict of Interest Declaration. Waivers of violations of the Code by
directors or by officers with a title of Senior Vice President or higher may
only be granted by the Audit Committee or the Board. Such waivers must be
promptly reported to shareholders. All other waivers, which may be granted by
the Chief Compliance Officer, the President or any Executive Vice President,
shall be reported to the Audit Committee but need not be reported to the
shareholders.
Toll-Free Help Line
Phoenix maintains a confidential, 24-hour, toll-free telephone help line for
employees for the purpose of requesting assistance concerning, or reporting
violations of, this Code or reporting complaints about accounting or auditing
matters. The number is: 1-800-813-8180.
Assistance is available during regular business hours. If you call outside of
regular business hours, you may leave a confidential message and your call will
be returned the following business day. Special security measures have been
taken with this help line to ensure confidentiality. If you wish to remain
anonymous, you may request a case identification number and refer to that
number in subsequent phone calls.
Obligation to Report
Employees are obligated to report suspected violations of this Code to their
department head, the Chief Compliance Officer or the Law Department.
Whistleblower Protection
No retaliation or retribution of any kind will be taken against an employee who,
in good faith, reports a suspected violation of this Code.
Investigation
All allegations of suspected violations will be promptly investigated and
appropriate action will be taken. Investigations will be conducted in an
objective, professional manner. The specifics of an investigation, including
the identity of the individual reporting the information, will be kept
confidential except as such disclosure is necessary to fully investigate the
allegations, facilitate resolution and/or report the results to appropriate
authorities.
Disclosure to Government Authorities
Certain actions and omissions prohibited by this Code may also violate criminal
laws and may subject violators to criminal prosecution. The Law Department will
review the results of investigations that indicate potential violations of
criminal law and recommend to the appropriate senior officers whether
disclosure to appropriate enforcement authorities is warranted.
Disciplinary Action for Violations
Failure to adhere to this Code, other Company policies or applicable laws or
government regulations may result in disciplinary action up to and including
termination of employment. Situations in which disciplinary action may be
appropriate include the following, insofar as they relate to conduct of the
Company's business:
.. authorization of or participation in activities that violate the law,
government regulations, this Code or other Company policies;
.. retaliation, direct or indirect, or encouragement of others to retaliate
against a Company employee who reports a suspected violation;
.. failure to cooperate with an investigation of suspected violations,
including interfering with or obstructing an investigation; and
.. failure to report a suspected violation of the law, government regulations,
this Code or other Company policies.