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Code of Business Conduct

Standard 5

Avoid Conflicts of Interest. We must each ensure that we do not engage in activities that conflict with, or are otherwise incompatible with, our responsibilities as company employees.

A conflict of interest can be defined as a situation where your personal interests or activities could influence your judgment or your decisions, and therefore your ability to act in the best interests of the company. A conflict of interest includes activities that may only appear to influence your judgment or decisions. Because even the appearance of a potential conflict of interest can cause our business partners and customers to question our motives, we must ensure that our personal interests do not create such a situation.

A conflict of interest between our personal interests and professional responsibilities is often characterized by situations where we, or members of our family, stand to receive a personal benefit, whether financial or otherwise, as a result of our actions in connection with the company. For example, if you or your spouse have a financial interest in a company seeking to do business with the company, your loyalty to the company would be in direct conflict with your personal financial interests. The same conflict would be present if you or your spouse have a financial interest in a company competitor. In addition, in order to avoid the conflicts prohibited by this standard, company employees must disclose any financial interests that they or immediate members of their family have in either company competitors or in companies doing business (or seeking to do business) with the company.

Another example of a conflict of interest would be where a company seeking to do business with the company offers you a gift or loan. As is discussed in more detail under Standard 6 below, the acceptance of a gift or loan from a potential business partner could compromise your ability to act in the best interests of the company and must therefore be declined. This prohibition does not apply to routine business courtesies, which are discussed in more detail under Standard 6 below.

We must also take care to ensure that any secondary employment we engage in does not create an actual or potential conflict of interest. For this reason, company employees may not serve as consultants to, or as directors, officers or part-time employees of, company competitors, nor may company employees serve in such capacities for any subcontractors, vendors or others seeking to do business with the company unless such relationships have been fully disclosed in writing to the company and its compliance officer, and a determination has been made after appropriate review that any actual or potential conflict has been resolved or mitigated so as to avoid compromising the loyalty of the employee or the integrity, security, reputation and best interests of the company.

Compliance with this standard requires full disclosure on the part of all company employees. Accordingly, you must disclose all actual or potential conflicts of interest to the company so that the company can determine whether a conflict exists and if so, what actions should be taken to eliminate or avoid the conflict. At least once per year the company will distribute a conflict of interest questionnaire to all company directors, officers, managers and certain other employees. Persons to whom the conflict of interest questionnaire is distributed must answer all questions fully and accurately and must certify as to the accuracy of the information given.

Responses to the conflict of interest questionnaire will be reviewed by the senior counsel, litigation, who will collect any additional information needed, determine whether actual or potential conflicts exist, and whether a resolution or mitigation plan is required to address such actual or potential conflicts. The senior counsel, litigation, will then classify questionnaire responses into appropriate categories and will submit the completed conflict of interest questionnaires to the Board's Code of Business Conduct and Compliance Committee with recommendations of any specific mitigation plans needed to address identified conflicts or potential conflicts. The senior counsel, litigation, will also work with outside auditors to follow up with affected employees and supervisors during the year to check on mitigation plan compliance. The outside auditor's report of such follow-up review will be submitted annually to the Board's Code of Business Conduct and Compliance Committee.

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