A) The Company prohibits conflicts of interest unless specifically approved by the Compliance Committee or its designee as provided below.
B) A definition of what constitutes a conflict of interest is difficult. The minimum standard is that required by law. However, there are certain situations which the Company will always consider to be conflicts of interest. These occur if the employee or any other person having a close personal relationship with the employee (defined as follows):
1) obtains a significant financial or other beneficial interest in one of the Company's suppliers, customers or competitors without first notifying the Company and obtaining written approval from the Compliance Committee or its designee;
2) engages in a significant personal business transaction involving the Company for profit or gain, unless such transaction has first been approved in writing by the Compliance Committee or its designee;
3) accepts or gives money, gifts of other than nominal value, excessive hospitality, loans or other special treatment from or to any supplier, customer or competitor of the Company (Generally anything with a value of more than $100 per occurence or with a total value of more than $100 per 12 month period);
4) participates in any sale, loan or gift of Company property without obtaining written approval from the Compliance Committee or its designee;
5) learns of a business opportunity through association with the Company and discloses it to a third party or invests in the opportunity without first offering it to the Company;
6) uses corporate property information or position for personal gain;
7) competes with the Company; or
8) uses Company assets for other than legitimate business purposes. (all facility HR Representatives will ensure that a Property Issue form is properly completed at commencement of and during employment of respective facility employees.)
"Person having a close personal relationship with the employee" refers to the spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in law, any person living in the same home with the employee, officer or director or any business associate.
C) The CEO, Controller, principal accounting officer, and those individuals performing similar functions must make disclosures in reports and documents filed or submitted to the SEC and in other publications by the Company that are full, fair, accurate, timely and understandable. These disclosures are filed on a quarterly and year end basis unless required to be filed in interim periods.
D) Employees should always report potential conflicts of interest to their supervisors or the Compliance Committee.
III. Procedure
A) A completed certificate of compliance will be obtained annually by the Internal Auditor from all employees who can direct or influence the use or disposition of any significant amount of funds or other assets of the Company.
B) The completed certificates will, subject to the Company's policy on document retention, be retained by the Internal Auditor and a written report setting forth any exceptions included in such reports will be furnished to the Compliance Committee annually.
C) Results of the reporting process and the nature of significant exceptions, if any, will be communicated annually to the Compliance Committee and to the Audit Committee of the Board of Directors.
