Ethical Responsibilities

The Company’s Board of Directors has adopted this Code of Business Ethics and Conduct (the “Code”). The Code applies to all Directors and all employees of the Company and its subsidiaries starting from the top of the organization. Compliance with the Code and the Compliance Program is a condition of employment.

We must conduct Company business in accordance with all applicable laws, regulations and contractual obligations. We must behave ethically and with integrity and always follow the principles of the Compliance Program when making business decisions.

It is each employee’s responsibility to be familiar with our Code of Business Ethics and Conduct and adhere to all Company policies and procedures. Claims of ignorance, good intentions, or using poor judgment will not be accepted as excuses for non-compliance. Violations of the Code, law or Company policies and procedures, or failure to report such violations, will result in disciplinary action up to and including termination. Maintaining ethical standards is in everyone’s interest. If we know of a problem, we must report it to our Supervisor, another Corporate Resource or contact the Corporate Integrity HOTLINE.

It is the responsibility of each employee to be truthful and cooperate fully with any Company-related investigation or audit. We must furnish all related materials and facts concerning the suspected violation. We must ensure that the information we furnish is accurate, complete, and is not misleading.

All suspected violations of the Code or Company policies and procedures are taken seriously and investigated. The Compliance Department may enlist other areas of the Company to review the information supplied or conduct their own investigation.

Supervisors are responsible for the actions of their employees. Supervisors have a special responsibility to create and sustain a work environment in which employees know that ethical and legal behavior is expected of them. Supervisors are held accountable for making sure that their employees understand and apply the ethical standards set out in the Code. To do so, Supervisors must listen to their employees and act on their concerns. Leadership requires setting a personal example of high ethical standards in the performance of one's job.

The term “Supervisor” is used throughout the Code in the general sense, meaning to include any person who directly supervises a Company employee regardless of his or her title.

In accordance with the Compliance Program or other Company policies and procedures, we may be asked to complete a certification form pertaining to training we attend, mandated requirements we fulfill or the work we produce or are responsible to oversee. These certifications must always be completed within the time frame specified. If we are concerned regarding the certification process or any supporting documentation that may be required, we should consult with our Supervisor or another Corporate Resource.

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