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Privacy and Personal Information
Employees of the Company are expected to comply with all
applicable privacy and data collection laws, regulations and
treaties. Employees should operate in a way that ensures the
safeguarding of individually-identifiable personal information,
including medical and financial information, collected and used
to conduct business operations and to carry out personnel administration.
Consult with the Company Legal Department before transferring
information on individuals between countries and before establishing
or updating any system, process, or procedure to collect, use,
disclose, or transmit information on individuals.
Travel and Entertainment
Travel and entertainment should be consistent with the needs
of the business. The Company's intent is that an employee neither
loses nor gains financially as a result of business travel and
entertainment. Employees are expected to spend the Company's
money as carefully as they would their own.Employees must submit
timely and accurate expense reports and comply with Company
expense reimbursement policies. Employees who approve travel
and entertainment expense reports are responsible for the propriety
and reasonableness of expenditures, for ensuring that expense
reports are submitted promptly and that receipts and explanations
properly support reported expenses.
Political Contributions
Employees may not make any contribution of Company funds,
property or services to any political party or committee or
to any candidate for or holder of any office of any government.
This policy does not preclude, where lawful, (a) the operation
of a political action committee, (b) Company contribution to
support or oppose public referenda or similar ballot issues,
or (c) political contributions which have been reviewed in advance
by members of Company senior management charged with responsibility
in this area.
Financial Reporting and Records
It is the duty of every employee to maintain the accuracy
and reliability of the Company's business records. These records
are crucial for compliance with regulatory, tax and financial
reporting requirements. Employees who enter information into
a business record, regulatory or financial report are responsible
for doing so in a truthful, accurate, legible and timely manner.
These records serve as a basis for managing our business and
are important in meeting obligations to employees, customers
and others, as well as for compliance with tax and financial
reporting requirements. Additionally, they are critical to good
corporate decision-making. These records may be in the form
of accounting records, audit reports (both internal and external)
research reports, sales reports, purchasing reports, manufacturing
and quality documents, expense reports and employee time sheets,
as well as Company financial records. Our policy is to comply
with generally accepted accounting principles and all applicable
laws and regulations. We will endeavor to make full, fair, accurate,
timely and understandable disclosure in our reports and filings
with the Securities and Exchange Commission and in our other
public communications. Our integrity should never be compromised
in order to achieve financial results. If any employee ever
has concerns about any aspect of the Company's financial disclosures,
the employee should talk to his or her Finance Department representative,
the Company Ethics Office or Company's Legal Department.
Senior Financial Officers
The Finance Department bears a special responsibility for
promoting integrity throughout the organization, with responsibilities
to stakeholders both inside and outside of the Company. The
Chief Executive Officer, Chief Financial Officer and Principal
Accounting Officer or Controller, and others performing similar
functions (collectively, "Senior Financial Officers")
have a special role both to adhere to these principles themselves
and also to ensure that a culture exists throughout the Company
as a whole that provides for the fair and timely reporting of
the Company's financial results and condition. Because of this
special role, the Senior Financial Officers shall:
1. Carry out their responsibilities honestly and with integrity
and exercise their reasonable good faith, independent business
judgment consistent with their fiduciary duties of care and
loyalty under applicable state law, including in the ethical
handling of actual or apparent conflicts of interest between
personal and professional relationships.
2. Avoid situations in which their own interests conflict or
may appear to conflict directly or indirectly with the interests
of the Company. In any case in which a Senior Financial Officer
reasonably believes he or she may have an actual or apparent
material conflict of interest, he or she should disclose all
relevant details to the Company General Counsel and Audit Committee
of the Board of Directors.
3. Be responsible for assuring full, fair, accurate, timely
and understandable disclosure of relevant financial information
to Company security holders and, to the extent otherwise required
by applicable law, other constituencies.
4. Be responsible for establishing controls and procedures to
help assure that the Company's public filings comply with the
Securities and Exchange Commission rules governing the disclosure
of financial and other information, and that Company press releases
and other public communications are fair, accurate, and timely.
In fulfilling this responsibility, among other things, each
Senior Financial Officer shall:
(a) establish and maintain, through appropriate
modifications as warranted, disclosure controls and procedures
and internal disclosure controls and procedures reasonably
designed to assure that financial and other information is
recorded, processed and transmitted to those responsible for
preparing periodic reports and other public communications
containing financial information so that such reports and
communications are complete, accurate, and timely;
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