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Code of Conduct for Directors and Executive Officers
Each member of the Board of Directors, as well each Executive Officer of the Company, is responsible for complying with the Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers (the "Code”). Executive Officers must also comply with our Policy on Business Conduct.
Every year, each Executive Officer and Director must sign a certificate of compliance with the Code. Among its mandates, the Code instructs that Directors and Executive Officers of the Company:
• Have a duty to avoid business, financial or other direct or indirect interests or relationships which conflict with the interests of the Company or which divide his or her loyalty to the Company.
• May not compete with the Company by providing service to a competitor, use confidential Company information for his or her own gain or take unfair advantage of any person through manipulation or misrepresentation.
• May not solicit or accept gifts, payments, loans, services or any form of compensation from suppliers, customers, competitors or others seeking to do business with the Company.
• Must comply with all applicable laws, rules and regulations of each country in which the Company does business, and use all reasonable efforts to oversee compliance by employees, other Directors and other Executive Officers.
• Must keep confidential any important information about the Company that has not been disclosed to the public.
• Shall protect the Company's funds, assets and information and shall not use them to pursue personal opportunities or gain.
If a Director or Executive Officer believes there has been a breach of the Code he or she must promptly report this to the Chairman of the Board, the Presiding Director and the General Counsel. Directors or Executive Officers should also report any alleged breach of the Code to the Chairman of the Audit Committee or the Chairman of the Nominating & Corporate Governance Committee.
The Board reviews and investigates any reported breach of the Code, without the participation of the Director who may be the subject of the report. If the Board determines that a violation occurred, appropriate remedial or disciplinary action will be taken.
The Company discloses any violations under the Code as well as any remedial or disciplinary action as required by U.S. Federal securities laws or other applicable laws. The Company also discloses any breach of the Code if the Board fails to investigate or take action within a reasonable period of time. Directors and Executive Officers are expected to provide full assistance and disclosure to any review of compliance with the Code.
For more information and detail on the Code of Business Conduct and Ethics for Members of the Board of Directors and Executive Officers: Click here