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Code of Conduct and Ethics

Compliance with the Code of Conduct

A. Our Responsibilities

The Company conducts itself and its business dealings so as to comply with all applicable laws and regulations. Where the requirements of such laws and regulations are unclear, the advice of the Legal Department must be sought to secure interpretation and to ensure compliance.

Our Role

  • Understand the Company's internal policies and procedures and the legal and regulatory framework within which the Company operates.
  • Read and be familiar with conduct rules outlined in this Code and periodically review them. We are encouraged to reread the Code on a regular basis to refresh our recollections of its content.
  • Comply with the conduct standards outlined in this Code in all dealings and actions, including those with clients, the public, vendors and co-workers.
  • Seek guidance, approval and/or clarifications of any questionable issue in accordance with the Code.
  • Report in a timely manner any conduct that may constitute a violation of the Code or be illegal or unethical.
  • Cooperate with management during fact-finding investigations and comply with any confidentiality rules imposed.
Additional Roles of Management
  • Establish, communicate and promote compliance with business conduct standards, both personally and within your organization/department.
  • Provide employees with information about standards, policies, procedures and rules, including giving employees access to applicable handbooks and manuals.
  • Address any behavior that indicates an employee may not understand or may not be complying with the Code, company policies, or laws, rules and regulations.
  • Answer employee questions about business conduct and seek advice from senior management or the Legal Department.
  • Ensure that conduct that may be in violation of Company policies, including the Code, or illegal or unethical, is reported on a timely basis in accordance with the Code.
Role of Directors
  • Review the Code annually and recommend any changes.
  • Ensure that management establishes procedures for implementing the Code.
  • Ensure that management carries out the operations of the Company in accordance with laws, rules and regulations and Company policies, including the Code.
  • Review any reports by management regarding issues raised in accordance with the Code.

B. Reporting Violations

We must report conduct that we believe is or may be in violation of Company policies, including the Code. Reports should be made promptly to the Company's Ethics Officer, General Counsel, or Chief Auditor. The Company's Ethics Officer or Chief Auditor will determine the appropriate course of action to take, including conducting any investigation of the matter and recommending appropriate discipline. Depending on the circumstances, the Company's Ethics Officer, General Counsel or Chief Auditor may make further reports as appropriate to senior management, directors or the Audit Committee of the Board of Directors of the Company. If concerns or complaints require confidentiality, then this confidentiality will be protected to the extent feasible, subject to applicable law.

The Company's Employee Complaint Procedures for Accounting and Auditing Matters, which are attached hereto as Exhibit A, describe specific procedures which have been adopted by the Audit Committee of the Board of Directors for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. We may utilize these procedures to submit an unresolved good faith concern regarding questionable accounting, internal auditing controls or auditing matters. All submissions will be treated in a confidential, and if requested, anonymous manner, subject to applicable law.

It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate with internal investigations of misconduct.

Failure to report violations of the Code or illegal or unethical behavior can itself be considered a violation of the Code and subject to disciplinary action.

C. Other Requirements

If we question whether an activity is in compliance with the Code, we should seek a clarification of that activity. Before undertaking a questionable activity that might be in contravention of the Code, we should seek approval, as set forth below, before undertaking the activity.

We must first seek review by our manager, who will consult with the appropriate Regional Ethics officer and/or the Ethics Officer of the Company as necessary, of any action that is or could be perceived to be a conflict of interest. The reviewer in instances involving the Chief Executive Officer of the Company shall be the Company's Audit Committee, which may consult the Ethics Officer of the Company. The reviewer in instances involving non-employee Directors shall be the Chairman of the Board in conjunction with the Ethics Officer of the Company. In the event we are not comfortable consulting with our manager for any reason, we may contact the Regional Ethics Officer or the Ethics Officer of the Company directly. Determinations rendered under the Approval/Clarification Process will be based upon whether the questionable course of action poses a threat to the integrity of the Company. All such requests for approval or clarification as well as the reviewers' responses must be in writing and shall be forwarded to and retained by the Human Resources Department of the Company. Attached as Exhibit B is a current list of the Regional Ethics Officers and a form to aid us in accessing the Approval/Clarification Process.

D. Waivers

Any waiver of the Code for executive officers, senior financial officers or directors may be made only by the Board or a Board committee (authorized to do so by the Board) and will be promptly disclosed publicly to the extent required by law.