Our Company’s reputation for honesty and integrity is the sum of the personal reputations of our directors, officers and employees. To protect this reputation and to promote compliance with laws, rules and regulations, this Code of Business Conduct and Ethics has been adopted by our Board of Directors. This Code of Conduct is only one aspect of our commitment. You must also be familiar with and comply with all other policies contained in our Employee Handbook.
This Code sets out the basic standards of ethics and conduct to which all of our directors, officers and employees are held. These standards are designed to deter wrongdoing and to promote honest and ethical conduct, but will not cover all situations. If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code.
If you have any doubts whatsoever as to the propriety of a particular situation, you should submit it in writing to our Company’s legal department for review and clarification. Any suspected violations of the Code should be reported immediately to the Company. Various alternative methods of reporting suspected violations are included in Section 16 of this Code.
Those who violate the standards set out in this Code will be subject to disciplinary action.
Honest and Ethical Conduct
Law, Rule and Regulation Compliance
Conflicts of Interest
Asset Protection / Proper Use
Discrimination / Harassment
Interpretations and Waivers
Standards and Procedures
2. Honest and Ethical Conduct
We, as a Company, require honest and ethical conduct from everyone subject to this Code. Each of you has a responsibility to all other directors, officers and employees of our Company, and to our Company itself, to act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be subordinated and otherwise to conduct yourself in a manner that meets with our ethical and legal standards.
3. Compliance with Laws, Rules and Regulations
You are required to comply with all applicable governmental laws, rules and regulations, both in letter and in spirit. Although you are not expected to know the details of all the applicable laws, rules and regulations, we expect you to seek advice from our Company’s legal department if you have any questions about whether the requirement applies to the situation or what conduct may be required to comply with any law, rule or regulation.
4. Conflicts of Interest
You must handle in an ethical manner any actual or apparent conflict of interest between your personal and business relationships. Conflicts of interest are prohibited as a matter of policy. A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of our Company. For example, a conflict situation arises if you take actions or have interests that interfere with your ability to perform your work for our Company objectively and effectively. Conflicts of interest also may arise if you, or a member of your family, receive an improper personal benefit as a result of your position with our Company.
If you become aware of any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest, you should report it promptly.
Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. The following standards apply to certain common situations where potential conflicts of interest may arise:
Gifts and Entertainment
Personal gifts and entertainment offered by persons doing business with our Company may be accepted when offered in the ordinary and normal course of the business relationship. However, the frequency and cost of any such gifts or entertainment may not be so excessive that your ability to exercise independent judgment on behalf of our Company is or may appear to be compromised.
Financial Interests In Other Organizations
The determination whether any outside investment, financial arrangement or other interest in another organization is improper depends on the facts and circumstances of each case. Your ownership of an interest in another organization may be inappropriate if the other organization has a business relationship with, or is a direct competitor of, our Company and your financial interest is of such a size that your ability to exercise independent judgment on behalf of our Company is or may appear to be compromised. As a general rule, a passive investment would not likely be considered improper if it: (1) is in publicly traded shares; (2) represents less than 1% of the outstanding equity of the organization in question; and (3) represents less than 5% of your net worth. Other interests also may not be improper, depending on the circumstances.
Outside Business Activities
The determination of whether any outside position an employee may hold is improper will depend on the facts and circumstances of each case. Your involvement in trade associations, professional societies, and charitable and similar organizations will not normally be viewed as improper. However, if those activities are likely to take substantial time from or otherwise conflict with your responsibilities to our Company, you should obtain prior approval from your supervisor. Other outside associations or activities in which you may be involved are likely to be viewed as improper only if they would interfere with your ability to devote proper time and attention to your responsibilities to our Company or if your involvement is with another Company with which our Company does business or competes. For a director, employment or affiliation with a Company with which our Company does business or competes must be fully disclosed to our Company’s Board of Directors and must satisfy any other standards established by applicable law, rule (including rules of any applicable stock exchange) or regulation and any other corporate governance guidelines that our Company may establish.
You should not indirectly, through a spouse, family member, affiliate, friend, partner, or associate, have any interest or engage in any activity that would violate this Code if you directly had the interest or engaged in the activity. Any such relationship should be fully disclosed to our Company’s legal department or President (or the Board of Directors if you are a director of our Company), who will make a determination whether the relationship is inappropriate, based upon the standards set forth in this Code.
5. Corporate Opportunities
You are prohibited from taking for yourself, personally, opportunities that are discovered through the use of corporate property, information or position, unless the Board of Directors has declined to pursue the opportunity. You may not use corporate property, information, or position for personal gain, or to compete with our Company directly. You owe a duty to our Company to advance its legitimate interests whenever the opportunity to do so arises.
6. Fair Dealing
You should endeavor to deal fairly with our Company’s suppliers, competitors and employees and with other persons with whom our Company does business. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
7. Public Disclosures
You should maintain the confidentiality of all confidential information entrusted to you by our Company or by persons with whom our Company does business, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors of, or harmful to, our Company or persons with whom our Company does business, if disclosed.
9. Insider Trading
If you have access to material, non-public information concerning our Company, you are not permitted to use or share that information for stock trading purposes, or for any other purpose except the conduct of our Company’s business. All non-public information about our Company should be considered confidential information. Insider trading, which is the use of material, non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information, is not only unethical but also illegal. The prohibition on insider trading applies not only to our Company’s securities, but also to securities of other companies if you learn of material non-public information about these companies in the course of your duties to the Company. Violations of this prohibition against “insider trading” may subject you to criminal or civil liability, in addition to disciplinary action by our Company.
10. Protection and Proper Use of Company Assets
You should protect our Company’s assets and promote their efficient use. Theft, carelessness, and waste have a direct impact on our Company’s profitability. All assets should be used for legitimate business purposes. The obligation of employees to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.
11. Non-Discrimination and Anti-Harassment
The Company is committed to a work environment in which all individuals are treated with respect. Each individual has the right to work in a professional atmosphere that promotes equal employment opportunities in all aspects of employment including recruiting, hiring, training, promotions and compensation (without discrimination or harassment on the basis of race, color, national origin, religion, sex, pregnancy, sexual orientation, gender identity, age, disability, citizenship status, marital status, veteran status, uniform service member status, genetic information or any other characteristic protected by law) and prohibits discriminatory practices, including harassment. Harassment includes things such as derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. You are encouraged to speak out when a co-worker’s conduct makes you uncomfortable, and to report harassment when it occurs in accordance with the policies and procedures set forth in the separate Employee Handbook of the Company. The Company prohibits retaliation against any individual who reports, in good faith, any violation of Company policy, including any individual who reports discrimination or harassment or participates in an investigation of any such report. For more information on the Company’s Non-Discrimination and Anti-Harassment Policy and the procedures in place for reporting an incident of harassment, discrimination or retaliation, please see the separate Employee Handbook of the Company.
12. Bribes and Other Improper Payments
A bribe or other improper payment is not an acceptable way of doing business and exposes both the Company and you to criminal and civil liability under anti-bribery laws. The Company does not condone bribery in any form, including so-called “grease” or “facilitating” payments.
While all forms of public bribery are prohibited, particular care must be taken to avoid actual or perceived bribery in your dealings with government officials, including employees of government-owned enterprises. As a company with operations in a number of countries, we are subject to a variety of local and international anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), Canada’s Corruption of Foreign Public Officials Act (“CFPOA”) and the U.K. Bribery Act (“Bribery Act”). The FCPA, CFPOA and the Bribery Act impose criminal and/or civil penalties for offering, paying, promising to pay, or authorizing the payment of money or anything else of value to a foreign government official, whether directly or through an agent or other intermediary, for the purpose of influencing an act or decision or securing an improper advantage. For more information on the Company’s policy concerning Bribes and Other Improper Payments, and for record-keeping requirements designed to prevent concealing bribery transactions, please see the separate Anti-Corruption Policy of the Company.
If any employee, officer or director has a question about whether any particular expense should be viewed as a permissible amenity or an impermissible bribe, he or she should refer that question to the Legal Department.
13. Antitrust Laws
Strict compliance with antitrust and competition laws globally is required. Under no circumstances should you engage in any type of prohibited anti-competitive behavior. These laws are very complex. Generally speaking, you should avoid any plans, agreements, or understandings with competitors that restrict competition including, without limitation, price fixing and allocation of contracts. Accordingly, all employees, officers and directors should avoid any such activity relating to the business of the Company or the competitor without first obtaining the approval of the Legal Department.
It is the policy of our Company to ensure that all employees are aware, recognize and convey Company information as a valuable asset and protect it from unauthorized disclosure, modification, use and/or destruction. Security awareness will ensure that the integrity, confidentiality, and availability of our information is not compromised by working diligently to evolve with modern security standards and our changing business environment.
The policies and practices contained herein apply to the entire Company environment. Security awareness of our information and data may apply to any activity that involves the access, use, or modification of our information and/or physical resources. Access can be logical or physical and includes access to paper or electronic information or data that has the potential to affect us in a negative way.
All Company employees need to consider the potential risks regarding information security in their day-to-day tasks. You are expected to:
- Protect our information assets
- Comply with laws and regulations
- Abide by our policies and procedures
- Report all security incidents and thefts to the Loss Prevention or IT Security Departments.
15. Interpretations and Waivers of the Code of Conduct and Ethics
If you are uncertain whether a particular activity or relationship is improper under this Code or requires a waiver of this Code, you should disclose it to our Company’s legal department or President (or the Board of Directors if you are a director) who will make a determination first, whether a waiver of this Code is required and second, if required, whether a waiver will be granted. You may be required to agree to conditions before a waiver or a continuing waiver is granted. However, any waiver of this Code for an executive officer or director may be made only by the Company’s Board of Directors and will be promptly disclosed to the extent required by applicable law, rule (including any rule of any applicable stock exchange) or regulation.
16. Reporting Any Illegal or Unethical Behavior
Our Company desires to promote ethical behavior. Employees are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation. Additionally, employees should promptly report violations of laws, rules, regulations or this Code. Any report or allegation of a violation of applicable laws, rules, regulations or this Code may be sent anonymously. All reports of violations of this Code, including reports sent anonymously, will be promptly documented, investigated and, if found to be accurate, acted upon in a timely manner. If any report of wrongdoing relates to accounting or financial reporting matters, or relates to persons involved in the development or implementation of our Company’s system of internal controls, a copy of the report will be promptly provided to the chairman of the Audit Committee of the Board of Directors, which may participate in the investigation and resolution of the matter. It is the policy of our Company not to allow actual or threatened retaliation, harassment or discrimination due to reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct.
Employees may report violations or suspected violations of laws, rules, regulations or this Code in several different ways. Employees should consider the nature and seriousness of the violation in determining the most appropriate method of reporting. For example, it would be appropriate to report violations of insider trading laws to the Company’s Chief Legal Officer. Employees should use their best judgment in determining how to report violations. The Company has made the following reporting methods available:
Confidential/Anonymous and 24/7 Access
- Legal Department
Randy S. Hyne, Vice President, General Counsel and Secretary
(972) 498-9615 (fax)
- Human Resources
Darren Hart, Executive Vice President of Human Resources
(469) 360-2462 (fax)
- Internal Audit
Christopher King, Chief Compliance Officer
(972) 638-2708 (fax)
The Company’s mailing address is 901 S. Central Expressway, Richardson, Texas 75080.
Compliance Standards and Procedures
This Code is intended as a statement of basic principles and standards and does not include specific rules that apply to every situation. Its contents have to be viewed within the framework of our Company’s other policies, practices, instructions and the requirements of the law. This Code is in addition to other policies, practices or instructions of our Company that must be observed. Moreover, the absence of a specific corporate policy, practice or instruction covering a particular situation does not relieve you of the responsibility for exercising the highest ethical standards applicable to the circumstances.
In some situations, it is difficult to know right from wrong. Because this Code does not anticipate every situation that will arise, it is important that each of you approach a new question or problem in a deliberate fashion:
- Determine if you know all the facts.
- Identify exactly what it is that concerns you.
- Discuss the problem with a supervisor or, if you are a director, the Company’s legal department.
- Seek help from other resources such as other management personnel or our Company’s legal department.
- Seek guidance before taking any action that you believe may be unethical or dishonest.
You will be governed by the following compliance standards:
- You are personally responsible for your own conduct and for complying with all provisions of this Code and for properly reporting known or suspected violations;
- If you are a supervisor, manager, director or officer, you must use your best efforts to ensure that employees understand and comply with this Code;
- No one has the authority or right to order, request or even influence you to violate this Code or the law; a request or order from another person will not be an excuse for your violation of this Code;
- Any attempt by you to induce another director, officer or employee of our Company to violate this Code, whether successful or not, is itself a violation of this Code and may be a violation of law;
- Any retaliation or threat of retaliation against any director, officer or employee of our Company for refusing to violate this Code, or for reporting in good faith the violation or suspected violation of this Code, is itself a violation of this Code and may be a violation of law; and
- Our Company expects that every reported violation of this Code will be investigated.
Violation of any of the standards contained in this Code, or in any other policy, practice or instruction of our Company, will be subject to disciplinary actions, including dismissal and civil or criminal action against the violator. This Code should not be construed as a contract of employment and does not change any person’s status as an at-will employee.
This Code is for the benefit of our Company, and no other person is entitled to enforce this Code. This Code does not, and should not be construed to, create any private cause of action or remedy in any other person for a violation of the Code.