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(b) carefully review each periodic report
for accuracy and completeness, and to see that any financial
statements and other financial information included in the report
fairly presents in all material respects the financial condition,
results of operations and cash flows of the Company as of and
for the periods presented, before it is filed with the SEC;
(c) carefully review each public communication containing financial
information before it is released;
(d) periodically help evaluate the Company's disclosure controls
and procedures and internal controls and procedures, and disclose
to the Audit Committee and to the Company's independent auditors
any material weaknesses in the Company's internal controls or
significant deficiencies in the design or operation of the Company's
internal controls and procedures which could adversely affect
the Company's ability to record, process, summarize and report
financial data, and any fraud involving an employee with a significant
role in the Company's internal controls;
(e) comply at all times with applicable governmental laws, rules,
regulations and with the Company Code of Conduct and policies.
5. Promptly bring to the attention of the Company General Counsel
and to the Audit Committee any known violation of these Code
of Conduct obligations applicable to Senior Financial Officers.
Any member of the Board or any officer or employee of the Company
who has reason to believe that a violation of these Code of
Conduct obligations applicable to Senior Financial Officers
has occurred, is ongoing or is about to occur should promptly
report all relevant details to the Company General Counsel and
to the Audit Committee. Any such report may be made anonymously
in writing to the General Counsel and Chairman of the Audit
Committee.
Violations of these Code of Conduct obligations applicable to
Senior Financial Officers, including a failure to report potential
violations, will be viewed as a severe disciplinary matter that
may result in personnel action, including termination of employment.
The Audit Committee shall determine appropriate actions to be
taken in the event of a violation of these Code of Conduct obligations
applicable to Senior Financial Officers.
No express or implied waiver or amendment of these Code of Conduct
obligations to Senior Financial Officers shall be effective
without Audit Committee or full Board of Directors approval,
and any such waiver or amendment shall be disclosed as required
by applicable law, SEC regulation, or stock exchange requirement.
QUESTIONS & ANSWERS
Q. What happens if I am faced with a situation where acting
ethically conflicts with making a profit for the company? What
does the Company expect me to do in those situations?
A. You must always engage in legal and ethical conduct no matter
what the circumstances are, even if it means losing business
or profits. Remember that our long-term profitability depends
on our reputation, which should never be sacrificed to meet
our short-term profit goals.
Q. What should I do if my supervisor asks me to do something
that I think is illegal?
A. If you are uncomfortable taking the action requested by your
supervisor, you should contact your Human Resources representative,
the Company Ethics Office, Legal Department or employee hotline.
Q. A co-worker makes "jokes" about certain ethnic
groups. I find these "jokes" insulting and demeaning,
but I am afraid to confront him. What should I do?
A. Jokes or slurs directed against certain groups of people
because of the color of their skin, their country of birth or
even their accent are not acceptable in our workplace. They
interfere with the morale and performance of fellow employees
and violate our Code of Conduct, our policies and our basic
principles of fairness and respect. Tell your co-worker that
you find his jokes offensive. If the jokes don't stop,
you should report the incident(s) to your supervisor, your manager,
your Human Resources representative, the Company Ethics Office,
Legal Department or employee hotline.
Q. A co-worker is initiating unwelcome advances. I'm uncomfortable
confronting this person. Who should I talk to?
A. You can discuss this situation with your supervisor, your
manager, the Human Resources representative, the Company Ethics
Office, Legal Department or employee hotline.
Q. I suspect a fellow employee is occasionally coming to work
intoxicated and may even be drinking on the job. I'm concerned
for this co-worker's health and safety. What can I do?
A. Consult with your supervisor who will take appropriate steps
to address the situation. If you're not comfortable with discussing
the matter with your supervisor, you can report your concern
to your manager, your Human Resources representative, the Company
Ethics Office, Legal Department or employee hotline.
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