All employees, officers, managers and directors should avoid any investments, business interests or other associations, relationships or activities of which they are aware (“Business Interests”) that interfere with or influence, or even appear to interfere with or influence, their objective judgment in furtherance of their responsibility to act in the Company’s best interests. A conflict of interest arises when an employee’s, officer’s, manager’s or director’s judgment in acting on the Company’s behalf is or may be influenced by an actual or potential personal benefit for the employee, officer, manager or director, or a member of the employee’s, officer’s, manager’s or director’s family or household, from a Business Interest unless such conflict of interest is disclosed to the Company as provided herein and approved in accordance with Company procedures. The benefits may be direct or indirect, financial or non-financial, through family connections, personal associations or otherwise.
It is not possible to describe all the circumstances where a conflict of interest involving an employee, officer, manager, director or a member of his or her family or household exists or may exist. Except as otherwise contemplated by this Code, the following may be a conflict of interest:
· Owning an interest in the business of a supplier, competitor or customer.
· Acting as a consultant, employee, officer, manager or director for a supplier, competitor or customer.
· Competing with, or aiding others in competing with, the Company in connection with the purchase, sale or other disposition of its property or products, or in connection with the Company’s provision of products or services.
· Acting on behalf of the Company in any transaction with any supplier, competitor or customer in which a member of one’s family or household is a principal, officer or representative.
· Receiving loans or guarantees of obligations from any supplier, competitor or customer.
These examples are given only to guide employees, officers, managers and directors in making judgments about such conflicts. If any employee, officer, manager or director finds himself or herself in a situation where a conflict of interest exists or may exist, he or she should immediately bring the matter to the attention of his or her supervisor, who will be responsible for contacting the Company’s General Counsel or other Company legal counsel for appropriate guidance.
The Board of Directors has determined that any Business Interests that the Board of Directors (or any committee thereof) of the Company (or any predecessor) has previously approved or waived do not constitute a prohibited conflict of interest and are permitted under this Code.