|
The basis for the Company's conflict of interest policy is that every decision an associate makes in his or her employment with the Company must be made solely in the best interest of the Company. No personal, family or other considerations should influence an associate's judgment regarding Company business matters.
A conflict of interest exists when an associate's personal or private interest interferes in any way -- or even appears to interfere -- with the interests of the Company. Associates may not use their position with the Company to create personal advantage for themselves or family member, directly or indirectly, including obtaining a personal loan or guarantee of a personal obligation from the Company. A conflict may also arise when an associate becomes involved in activities outside the Company that can cause personal interests to influence decisions or actions at work.
It is important to avoid even appearing to be influenced by personal concerns when acting on behalf of the Company.
Associates may not work for a Company competitor, supplier or customer, either directly or indirectly, such as in the capacity of a consultant, while employed by the Company. The Company's equipment and assets may not be used for non-Company business in any manner. An associate may serve on the board of directors of a supplier or customer with the consent of General Counsel and the Internal Auditor.
Associates are expected to devote their full time and attention to their positions with the Company. Outside employment should not interfere with this commitment, should not create a conflict of interest, and should not impair the associate's ability to meet Company work responsibilities.
No associate should become involved in any transaction between the Company and another concern in which the associate or associate's family has a significant direct or indirect financial interest. Personal investments may create conflicts of interest, especially if the investment is in a business that is competitive with the Company, or is a current or prospective vendor, supplier or customer of the Company. Independent members of our Board of Directors may participate in transactions with the Company so long as such transactions do not impair the independence of the Director, and are approved by the Board's Audit Committee.
Company associates are prohibited from taking for themselves opportunities that are discovered through the use of Company property, information or position. Company assets may not be used for personal gain, and no associate may compete with the Company. Each associate's duty of loyalty to the Company includes the obligation to further the Company's interests at every opportunity.
The key to avoiding a conflict of interest is to ask whether a transaction or activity:
- allows the associate's personal interests to interfere with the interests of the Company;
- places the associate in the position of appearing to represent the Company when the associate is actually representing his own or another's interest;
- involves providing products or services similar to those made available or which could be made available by the Company; or
- in any manner lessens the associate's efficiency, alertness, interest or productivity on his or her job at the Company.
If the answer to any of these is "yes" or even "maybe," the associate should not continue with the transaction or activity.
Conflict of interest situations are not always easy to identify or resolve. No policy can address all instances in which a conflict of interest may arise. Therefore, associates who find themselves in a potential conflict of interest situation should discuss the matter with the Legal Department. |
