Conflict of Interest

I. Purpose

This policy establishes guidelines and procedures regarding fair dealing with third parties and timely and proper disclosure of possible conflicts of interests in connection with job duties and responsibilities. Company employees owe the Company honesty and loyalty including:

  • the duty not to engage in activities for personal gain in conflict with the interests of the Company;
  • the duty not to exploit their positions with the Company by converting to their own use money and other things of value that lawfully belong to the Company;
  • the duty to deal openly with and make full disclosure to the Company; and
  • the duty to act in good faith, with integrity and high standards of conduct.
  • the duty to deal fairly with the Company's customers, suppliers, competitors and employees.

II. Policy

  • The Company prohibits conflicts of interest unless specifically approved by the Compliance Committee or its designee as provided below.
  • A definition of what constitutes a conflict of interest is difficult. The minimum standard is that required by law. However, there are certain situations which the Company will always consider to be conflicts of interest. These occur if the employee or any other person having a close personal relationship with the employee (defined below):
    • obtains a significant financial or other beneficial interest in one of the Company's suppliers, customers or competitors without first notifying the Company and obtaining written approval from the Compliance Committee or its designee;
    • engages in a significant personal business transaction involving the Company for profit or gain, unless such transaction has first been approved in writing by the Compliance Committee or its designee;
    • accepts or gives money, gifts of other than nominal value, excessive hospitality, loans or other special treatment from or to any supplier, customer or competitor of the Company;
    • participates in any sale, loan or gift of Company property without obtaining written approval from the Compliance Committee or its designee;
    • learns of a business opportunity through association with the Company and discloses it to a third party or invests in the opportunity without first offering it to the Company;
    • uses corporate property information or position for personal gain
    • competes with the Company; or
    • uses Company assets for other than legitimate business purposes. (all facility HR Representatives will ensure that a Property Issue form is properly completed at commencement of and during employment of respective facility employees.)
    "Person having a close personal relationship with the employee" refers to the spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in law, any person living in the same home with the employee, officer or director or any business associate.
  • No employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.
  • The CEO, Controller, principal accounting officer, and those individuals performing similar functions must make disclosures in reports and documents filed or submitted to the SEC and in other publications by the Company that are full, fair, accurate, timely and understandable. These disclosures are filed on a quarterly and year end basis unless required to be filed in interim periods.

III. Procedure

  • A completed certificate of compliance will be obtained annually from all employees who can direct or influence the use or disposition of any significant amount of funds or other assets of the Company by the Internal Auditor.
  • The completed certificates will, subject to the Company's policy on document retention, be retained by the Internal Auditor and a written report setting forth any exceptions included in such reports will be furnished to the Compliance Committee annually.
  • Results of the reporting process and the nature of significant exceptions, if any, will be communicated annually to the Compliance Committee and to the Audit Committee of the Board of Directors.


Last updated 15 Mar 2008


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