Code of Conduct
BALDWIN TECHNOLOGY COMPANY, INC.
CODE OF CONDUCT
| BALDWIN TECHNOLOGY COMPANY, INC. | OPERATING PROCEDURE & POLICY |
Page: 1 of 11 |
Series: CORP Number: 210 | |
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Subject: Code of Conduct and Business Ethics
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Date Issued: August 13, 2008 | |||
| Replaces/Supersedes: Code of Conduct and Business Ethics Corp 210 issued August 14, 2007 |
Prepared by:
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Distribution: all Directors and Employees | ||
| Related Procedure: FIN 420 – Delegation of Authority; CORP 185 – Email & Internet Usage Policy; CORP 240 –Insider Trading Compliance Program; CORP 270 - Child Labor Policy | Forms Required: Report of Compliance (attached) | |||
I. OVERVIEW--PURPOSE
The reputation and integrity of Baldwin Technology Company, Inc. ("Baldwin") and its subsidiaries (collectively, the "Company") are valuable assets that are vital to the Company's success. Each director and employee of the Company, including each of the Company's officers, is responsible for conducting the Company's business in a way that demonstrates a commitment to the highest standards of integrity. No code of conduct can replace the thoughtful behavior of an ethical director or employee. The purpose of this Code of Conduct and Business Ethics (“Code of Conduct” or “Code”) is to focus directors and employees on areas of ethical risk, provide guidance to help directors and employees to recognize and deal with ethical issues, provide mechanisms for directors and employees to report unethical conduct, and foster among directors and employees a culture of honesty and accountability. Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced herein or such violation is intentional or unintentional. This Code of Conduct applies to all employees of the Company worldwide and to all the members of Baldwin’s Board of Directors.
IMPLEMENTATION
Baldwin's Board of Directors (the "Board of Directors" or the "Board") is ultimately responsible for the implementation of this Code. The Board has designated Gerald A. Nathe, Baldwin's Chairman, Karl Puehringer, Baldwin’s President and Chief Executive Officer, and John P. Jordan, Baldwin's Chief Financial Officer, or their respective successors in these capacities, to be the compliance officers (the "Compliance Officers") for the implementation and administration of this Code.
QUESTIONS
Questions regarding the application or interpretation of this Code are inevitable. Directors and employees should feel free to direct questions to any of the Compliance Officers. In addition, directors and employees who observe, learn of, or, in good faith, suspect a violation of this Code, must immediately report the violation to any one of the Compliance Officers, the Company’s in-house counsel, another member of the Company's senior management, or to the Audit Committee of the Board of Directors.
REPORTING
Directors and employees who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible. A violation of this Code may result in disciplinary action, up to and including termination of employment. In addition, if any unlawful acts are discovered during the course of investigation of a reported violation of this Code, the Company will report said acts to the appropriate law enforcement authorities.
WAIVERS
Requests for a waiver of a provision of this Code of Conduct must be submitted in writing to the Compliance Officers. In the case of an employee who is neither a director nor an officer, the Compliance Officers will review the request and decide the outcome. In the case of a waiver request on behalf of an officer or Board member, only the Board of Directors shall have the authority to waive a provision of this Code. The Audit Committee must review and approve any "related party" transaction as defined in Item 404(a) of Regulation S-K before it is consummated. In the event of an approved waiver involving the conduct of an officer or Board member, appropriate disclosure must be made to the Company's stockholders as and to the extent required by listing standards or any other regulation. Statements in this Code to the effect that certain actions may be taken only with "Company approval" will be interpreted to mean that appropriate officers or Board directors must give prior written approval before the proposed action may be undertaken.
CERTIFICATION
Each director and executive officer of Baldwin as well as each senior manager of the Company will be asked to certify on an annual basis that he/she is in full compliance with this Code of Conduct (see Appendix A).
II. VIOLATIONS OF LAW
A variety of laws apply to the Company and its operations in the various countries around the world in which the Company conducts its business. Violations of some of these laws carry criminal penalties. These laws include banking regulations, securities laws, environmental regulations, laws relating to employee discrimination and sexual harassment, and state laws relating to duties of corporate directors and officers. Examples of criminal violations of the law include: stealing, embezzling, misapplying corporate or bank funds, using threats, physical force or other unauthorized means to collect money; making a payment for an expressed purpose on the Company's behalf to an individual who intends to use it for a different purpose; or making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials or businesses in connection with any of the Company's activities. The Company must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.
TRANSACTING INTERNATIONAL BUSINESS AND THE
FOREIGN CORRUPT PRACTICES ACT (“FCPA”)
General Rule: The Company will observe the highest ethical standards in all its business transactions. Company employees will not do anything illegal or improper in the United States or in any other country in which the Company conducts business. Employees will use U.S. standards as the guideline for transactions in countries outside the U.S. In no case will employees engage in any transaction that would violate the FCPA. All employees are expected to observe all applicable foreign laws to which they or the Company may be subject, including all foreign tax or exchange control laws, take no actions which are intended to improperly circumvent the application of such laws, and comply with the FCPA.
Import, Export & Restrictive Trade Practices: Each subsidiary or operating unit is to ensure that the export and import of Baldwin products and materials are made only in accordance with applicable laws and regulations pertaining to such import and export. Baldwin will not take or fail to take any actions, directly or indirectly, which would have the effect of furthering or supporting international restrictive trade practices or boycotts except as expressly permitted by applicable law.
Foreign Corrupt Practices Act: The FCPA is a U.S. Federal statute that (1) prohibits the bribing of any foreign officials for the purpose of influencing their actions in violation of their lawful duty; and (2) requires the Company to assure accuracy in its books and records.
Anti-bribery: Payments made to agents or distributors should always be strictly for services rendered, and reasonable in amount given the nature of those services. Payments made to procure performance of certain routine governmental actions by foreign officials, such as processing governmental papers or loading and unloading cargoes and similar actions are not covered by the bribery prohibition of the FCPA.
Foreign Official under the FCPA means any officer or employee of a foreign government or any department, agency, or instrumentality of a foreign government or of a public international organization, or any person acting in an official capacity for, or on behalf of, any such government or department, agency or instrumentality, or for or on behalf of, any such public international organization. It also includes a foreign political party or official thereof or any candidate for foreign political office.
Accurate Books and Records: Books and records must always be accurate. Examples of behavior which violates the FCPA and Company policy would include making records appear as though payments were made to one person when, in fact, they were made to another; submitting requests for expense reimbursement which do not accurately reflect the true nature of the expense; and creating any other records which did not accurately reflect the true nature of a transaction. No employee may create or participate in the creation of any records which are intended to mislead anyone or to conceal anything improper.
Standards: Criminal penalty could be imposed on those who "knowingly circumvent" a system of internal accounting controls or "knowingly falsify" records kept pursuant to accounting requirements. The "reasonable detail" in which companies must keep books, records and accounts and the "reasonable assurances" of management control over corporate assets are "such level of detail and degree of assurances as would satisfy prudent officials in the conduct of their own affairs." Criminal and civil liability can be applied to firms/individuals who make prohibited payments to third parties "knowing" (actual awareness or substantial certainty) that payments would be used for purposes barred under the statute.
Penalties in the U.S. (may differ in other countries): A company's maximum criminal fine is $2,000,000 and civil penalty is $10,000; an individual fine may be up to $100,000 for a willful violation ($10,000 civil penalty) or five years imprisonment, or both.
ANTITRUST
Various antitrust laws have been adopted by the United States and by a large number of other countries, or groups of countries such as the members of the European Union. It is not the purpose of this Code of Conduct to go into detail with regard to these laws, which in general do not extend to activities outside the borders of the countries concerned, unless the activities have an impact upon their internal commerce or their import or export trade. The Company considers compliance with the applicable antitrust laws so vitally important that neither claims of ignorance, good intentions, nor failure to seek timely advice will be accepted as an excuse for violations.
In general, these principles should be kept in mind:
1. Agreements or understandings with competitors to limit or restrict competition with respect to such matters as prices, terms or conditions of sale, production, distribution, territories or customers are not only bad business practices, but are usually unlawful. In addition, any contact made by a competitor in an attempt to discuss pricing must be reported to the company’s in-house counsel immediately.
2. Contracts or other arrangements which involve exclusive dealing, tie-in sales or other restrictive agreements with suppliers and customers, differences in price and other terms of sale between customers, reciprocity and quantity discounts may be unlawful and should not be entered into without the approval of legal counsel. Whenever in doubt about compliance with the antitrust laws, seek the advice of counsel.
SECURITIES LAWS AND INSIDER TRADING
The Company has adopted an Insider Trading Policy which prohibits trading based on material, nonpublic information regarding the Company and other companies, including the Company’s business partners (CORP 240 – Insider Trading Compliance Program). In addition, all directors, executive officers and individuals who own more than 10% of the Company's Common Stock are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act and subject to short-swing profit liability under Section 16(b) of the Act.
Definitions: Information is generally regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of the Company's securities.
General Rule: It is the policy of the Company to prohibit the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of Material Nonpublic Information (as defined in the Insider Trading Policy) in securities trading.
Scope: The Policy applies to all transactions in the Company's securities, including common stock, options for common stock and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as to derivative securities relating to the Company's stock, whether or not issued by the Company, such as exchange-traded options. It applies to all officers of the Company, all members of the Company's Board of Directors, and all employees of, and consultants and contractors to, the Company and its subsidiaries, who receive or have access to Material Nonpublic Information (as defined in the Policy) regarding the Company. This group of people, members of their immediate families, and members of their households are sometimes referred to in the Policy as "Insiders." The Policy also applies to any person who receives Material Nonpublic Information from any Insider.
III. CONFLICTS OF INTEREST
It is very important for all directors and employees to avoid any actual or even any apparent conflict of interest. Any time any such conflict appears, or a director or employee is concerned or suspects that any such conflict might develop, the director or employee is required to immediately discuss the matter with, in the case of a director, the Audit Committee of the Board of Directors or, in the case of an employee, his/her immediate supervisor, or report it to the Company's in-house counsel, the Compliance Officers or to the Audit Committee of the Board of Directors.
Some clear conflict of interest situations, which should always be avoided, include the following:
1. any ownership interest (other than nominal amounts of stocks in publicly traded companies) in any supplier, customer or competitor;
2. any consulting or employment relationship with any customer, supplier or competitor;
3. any outside business activity which is competitive with any of the Company's businesses;
4. the receipt of any gifts1 or gratuities in excess of nominal value or excessive entertainment from any company with which the Company has business dealings; the receipt of any such gifts or gratuities in excess of nominal value, or excessive entertainment by anyone in the Company is against Company policy. Any such gifts should immediately be returned and reported to the employee’s immediate supervisor. If immediate return is not practical, gifts should be given to the Company for charitable disposition or such other disposition as the Company feels appropriate. All employees are urged to make the Company’s policy known to those with whom they deal so that these situations do not arise;
5. any outside activity of any type which is so substantial as to call into question an employee’s ability to devote appropriate time and attention to his or her job responsibilities with the Company;
6. the service on any board of directors of any customer, supplier or competitor unless such board service has been disclosed to the Company and approved by appropriate management;
7. being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefits of any close relative;
8. taking advantage of an opportunity which the director or employee learned of in the course of his or her directorship or employment with the Company, such as by acquiring property or leases the Company may be interested in; and
9. selling anything to the Company or buying anything from the Company (except pursuant to any normal program of disposal of surplus Company property which is offered to all employees in general).
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1 Acceptance of gifts in the nature of a momento, e.g., a conference gift or other inconsequential gift, valued at less than one hundred ($100) dollars (or equivalent value in other currencies) is permitted.
Anything which presents a conflict for the director or employee would probably also present a conflict if it is related to a member of the director’s or employee’s immediate family or other close relative. For example, ownership of stock in competitors or suppliers, or receipt of gifts or entertainment by members of the director’s or employee's immediate family would create the same conflict of interest as if the stock were owned or the entertainment received by the director or employee. In marginal situations, directors and employees are asked to discuss the situation with, in the case of directors, the Audit Committee of the Board of Directors or, in the case of employees, their supervisors to prevent possible misunderstandings and embarrassment later.
A conflict of interest can occur or appear to occur in a wide variety of situations. Generally speaking, a conflict of interest occurs when a director's or employee's or a director's or employee's immediate family's personal interest interferes with, has the potential to interfere with, or appears to interfere with the interests or business of the Company. For example, a conflict of interest could arise that makes it difficult for a director or employee to perform corporate duties objectively and effectively where he/she is involved in a competing interest. Another such conflict may occur where a director or employee or a family member receives a gift (see footnote on prior page for exception), a unique advantage or an improper personal benefit as a result of the director's or employee's position at the Company. Because a conflict of interest can occur in a variety of situations, employees and directors must keep the foregoing general principle in mind in evaluating both their conduct and that of others.
OUTSIDE ACTIVITIES/EMPLOYMENT
Any outside activity, including employment, should not significantly encroach on the time and attention directors and employees devote to their corporate duties, should not adversely affect the quality or quantity of their work, and should not make use of corporate equipment, facilities, or supplies, or imply (without the Company's approval) the Company's sponsorship or support. In addition, under no circumstances are directors or employees permitted to compete with the Company, or take for themselves or their family members business opportunities that belong to the Company that are discovered or made available by virtue of their positions at the Company. Employees are prohibited from taking part in any outside employment without the Company's prior approval.
CIVIC/POLITICAL ACTIVITIES
Directors and employees are encouraged to participate in civic, charitable or political activities so long as such participation does not encroach on the time and attention they are expected to devote to their Company-related duties. Such activities are to be conducted in a manner that does not involve the Company or its assets or facilities, and does not create an appearance of Company involvement or endorsement.
The Company encourages all directors and employees to vote and be active in the political process. However, federal laws restrict any use of corporate funds in connection with federal elections, and there are similar laws in many states. Accordingly, it is against Company policy, and may also be illegal, for any director or employee to:
1. Include, directly or indirectly, any political contribution that the director or employee may desire to make on the director’s or employee's expense account or in any other way cause the Company to reimburse the director or employee for that expense. In general, the cost of fund-raising tickets for political functions are considered political contributions. Therefore, including the cost of any such fund-raising dinner on an expense account, even if business is, in fact, discussed, is against Company policy and possibly illegal.
2. No director or employee may use any Company property or facilities, or time of any of the Company employees for any political activity. Examples of prohibited conduct would be using Company secretarial time to send invitations for political fund-raising events, using the Company telephone to make politically motivated solicitations, allowing any candidate to use any Company facilities, such as meeting rooms, for political purposes or to loan any Company property to anyone for use in connection with political campaigns or other activities.
The political process has become highly regulated, and any employee who has any questions about what is or is not proper should consult with the Company's in-house counsel before agreeing to do anything that could be construed as involving the Company in any political activity at either the federal, state or local levels, or in any foreign country.
Company employees may volunteer their services for political purposes, but such services must be rendered on their own time. It is against Company policy and possibly illegal for the Company's employees to use normal working time for any political purpose.
LOANS TO EMPLOYEES
The Company will not make loans or extend credit guarantees to or for the personal benefit of Company officers, except as permitted by law. Loans or guarantees may be extended to other employees only with prior approval by the Compliance Officers and in accordance with the Company’s policies and procedures in effect at such time.
IV. FAIR DEALING
Each director and employee should deal fairly and in good faith with the Company's customers, suppliers, regulators, business partners, and others. No director or employee may take unfair advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, abuse of confidential information, or other related conduct.
EMPLOYEE RELATIONS
The Company provides jobs and operates under sound and legal personnel policies. Its objective is to be equitable and fair in the treatment of all its employees and in all situations. This includes but is not limited to:
1. All selection and placement of employees is based on qualifications. Such decisions are always made without regard to race, religion, national origin, sex, age, physical or mental handicaps, veteran status or sexual orientation.
2. Compensation shall be in accordance with the employee's contribution to the Company, and compensation decisions shall be made entirely independently of the factors listed in 1 above.
3. The Company will provide a safe and healthy work environment for all employees. The Company will not tolerate harassment or discrimination of any kind in the work place, and appropriate disciplinary action will be taken should any instances of harassment be substantiated following reporting and investigation.
4. The Company will prohibit abusive labor practices; it will comply with work schedules in local jurisdictions; it will pay a fair wage, hire only employees of legal working age in accordance with the Company’s policy against Child Labor (CORP 270 – Child Labor Policy). It will not use, directly or indirectly, any involuntary or forced labor.
MARKETING PRODUCTS
In marketing its products, Company employees must observe all of the basic antitrust principles noted above. There are additional legal and ethical principles that should govern the conduct of all Company employees.
The Company’s advertising should always be truthful. If such advertising makes specific claims about the Company’s products or the performance of the Company’s products, there must be evidence to substantiate those claims. Company products must not contain labels or be marketed in any way that might cause confusion between the Company’s products and those of any of the Company’s competitors. Company employees must also be alert to any situation where a competitor may be attempting to mislead potential customers as to the origin of products and inform appropriate management or the Company's in-house counsel of any such cases.
If the Company offers advertising or promotional allowances, they must be offered on a proportionately equal basis to all of the Company’s customers. Advertising and promotional allowances are subject to very detailed and technical regulation and, therefore, should only be offered after approval of the Company's in-house counsel.
Company employees must not disparage any of the products or services or employees of any of the Company’s competitors. Any comparison of the Company’s products with those of any of the Company’s competitors must be fair. Comparative advertising is also subject to regulation and should, therefore, be cleared with the Company's in-house counsel beforehand. All use of the Company's trademarks and trade names should be in accordance with Company policies governing such use.
If estimates are supplied, they must be fair and reasonable. To the maximum extent possible, they should be backed up by objective facts and experience. To the extent that an estimate cannot be objectively verified, it should be based upon the good faith judgments of those making the estimate. If it is necessary to forecast future delivery dates, such forecasts should be made in the same way as an estimate--backed up by objective evidence to the maximum extent possible and based upon good faith judgment where required.
Company employees will not use gifts in excess of nominal value, excessive or inappropriate entertainment, nor any other ways to improperly influence potential customers. The Company will market its products on the basis of performance, price, quality and service.
The Company will not pay any bribe, gratuity, kick-back or any similar payment to anyone, including agents of its customers or members of their family, in connection with the sale of any of the Company’s products. Should any such payments be requested, the Company's in-house counsel should be contacted immediately. Company policy is to forego any business which can only be obtained by improper or illegal payments. The Company will not pay any "push money" or any secret payments to employees of its customers in order to induce them to buy the Company’s products over those of its competitors.
Gathering information about competitors, when done legally and ethically, is a legitimate business activity. However, proprietary information should never be obtained, directly or indirectly, by mproper means, such as misappropriation of confidential information, bribing a competitor’s employee, eliciting confidential information from a former employee of a competitor, or misrepresenting the fact that one is a Baldwin employee.
PURCHASING
The Company will purchase all of its supplies and requirements on the basis of price, quality and service. The fact that a supplier or potential supplier is also a customer of the Company shall not be considered in making purchasing decisions. In other words, reciprocity shall not be a factor in purchasing.
All suppliers will be dealt with fairly, honestly and openly. Suppliers will be chosen without regard to the nationality of their shareholders or management except insofar as specific legal requirements dictate that those factors be taken into consideration.
This policy extends to services such as banking, auditing, legal, advertising, construction, maintenance as well as to purchasing goods used by the Company.
V. PROPER USE OF COMPANY ASSETS
Company assets, such as information, materials, supplies, time, intellectual property, facilities, software, and other assets owned or leased by the Company, or that are otherwise in the Company's possession, may be used only for legitimate business purposes of the Company. The personal use of Company assets, without Company approval, is prohibited, except for such limited reasonable personal use as permitted in the Company’s Email and Internet Usage Policy (CORP 185 – E-Mail & Internet Usage Policy).
VI. DELEGATION OF AUTHORITY
Each employee, and particularly each of the Company's officers, must exercise due care to ensure that any delegation of authority is reasonable and appropriate in scope, is in accordance with the Company’s Delegation of Authority Policy (FIN 420 – Delegation of Authority), and includes appropriate and continuous monitoring. No authority may be delegated to employees whom the Company has reason to believe, through the exercise of reasonable due diligence, may not be good custodians of the authority and responsibility given them or have a propensity to engage in illegal activities.
VII. HANDLING CONFIDENTIAL INFORMATION
Directors and employees should observe the confidentiality of information that they acquire by virtue of their positions at the Company, including information concerning intellectual property, customers, suppliers, competitors, and other employees, except where disclosure is approved by the Company or otherwise legally mandated. Of special sensitivity is financial information, which should under all circumstances be considered confidential except where its disclosure is approved by the Company, or when it has been publicly available in a periodic or special report for at least two business days.
VIII. HANDLING OF FINANCIAL INFORMATION
Federal law requires the Company to set forth guidelines pursuant to which senior financial employees perform their duties. Employees subject to this requirement include the principal financial officer, controller and principal accounting officer, and any person who performs a similar function. However, the Company expects that all employees who participate in the preparation of any part of the Company's financial statements will follow these guidelines.
· Act with honesty and integrity, avoiding actual or apparent conflicts of interest with the Company in personal and professional relationships.
· Provide the Company's other employees, consultants, and advisors with information that is accurate, complete, objective, relevant, timely and understandable.
· Endeavor to ensure full, fair, timely, and understandable disclosure in the Company's periodic reports.
· Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
· Act in good faith, responsibly, and with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated.
· Respect the confidentiality of information acquired in the course of their work. Release of confidential information may only be made where there is approval by the principal financial officer or where disclosure is otherwise legally mandated. Confidential information acquired in the course of any employees’ work will not be used for personal advantage.
· No unrecorded assets or funds of the Company shall be established or maintained for any reason.
· Share and maintain skills important and relevant to the Company's needs.
· Proactively promote ethical behavior among peers in the work environment.
· Achieve responsible use of and control over all assets and resources employed or entrusted to them.
· Record or participate in the recording of entries in the Company's books and records that are accurate to the best of their knowledge.
The foregoing are set forth as guidelines for financial employees, but are, in fact, statements of mandatory conduct.
IX. ENVIRONMENTAL
Baldwin employees are responsible for conducting Baldwin business in a way that protects the health and safety of its employees and the environment. Employees should act in a manner that ensures compliance with all applicable governmental and private health, safety and environmental requirements, including contributing to an alcohol-and drug-free workplace.
X. IMPLEMENTATION AND GENERAL ISSUES
A. It is the responsibility of each Company director and employee to ensure compliance with this Code.
B. The Company's outside independent auditors shall call to the attention of the Chief Executive Officer, the Chief Financial Officer and the Audit Committee of the Company’s Board of Directors any information disclosed as a result of any of their audits that indicates a violation of this Code.
C. A copy of this Code will be circulated to all directors and employees, and each director and executive officer of Baldwin as well as each senior manager of the Company shall annually and, in the case of newly elected directors, upon their election or, in the case of newly elected executive officers or newly appointed senior managers, upon their hiring or, in the case of employees employed by a company acquired by the Company, upon the acquisition of such company, file a report of compliance with the Chief Executive Officer and the Chief Financial Officer of the Company. Each of the Chief Executive Officer and the Chief Financial Officer of the Company shall file a report of compliance with the Board of Directors. See Appendix A. The refusal and/or failure to timely complete and file a report of compliance, as well as the filing of a falsely completed report of compliance, may be grounds for discipline, up to and including removal or termination of employment.
Dated: August 13, 2008
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APPENDIX A
REPORT OF COMPLIANCE
[to be completed annually by all Directors and Executive Officers of Baldwin
and all senior management of the Company]
Compliance Officers
Baldwin Technology Company, Inc.
2 Trap Falls Road
Suite 402
Shelton, CT 06484-0941
Dear Sirs:
I have read the Company's Code of Conduct and Business Ethics Policy dated August 13, 2008 (“Code of Conduct”), have retained a copy for my guidance, and agree to be bound thereby.
I hereby declare that during the past twelve months (or, if shorter, for the length of time I have been employed by the Company) and at present:
(1) I have been and am in full compliance with the Company's Code of Conduct (indicate below any exceptions), and
(2) To the best of my knowledge, all members of my immediate family and all employees reporting to me are in full compliance with the same (indicate below any exceptions).
_____________________
Signature
_____________________
Printed Name
_____________________
Position
_______________, 2008
Date