Avoiding Conflicts of Interest

A conflict of interest occurs when your private interests, or the private interest of your family, interfere, or appear to interfere, in any way, with the best interests of the Company.  For these purposes, “family” would generally include your parents and grandparents, spouse, children and grandchildren, siblings, in-laws and other persons who share a residence with you or another member of your family.  You must take care to avoid any direct or indirect involvement or understanding that might result in such a conflict or create the appearance of such a conflict.  Whether a situation involves a conflict of interest depends on all of the circumstances.  Generally, the Company would not consider it a conflict of interest if an employee’s brother or sister were an officer of a competitor.  However, the Company would consider it a conflict of interest if a Company employee in charge of procurement were to purchase products or services from a company owned by the employee’s brother or sister or from a company owned by a close personal friend of the employee.  The following are examples of conflict of interest situations which generally must be avoided or which may raise a question:

• Acting as an employee, officer or director of, or a consultant to, a competitor or potential competitor of the Company;
• Having a financial interest in or loan from a business which is a joint venture partner, optionor or optionee, competitor, customer or supplier of the Company or which otherwise does business with the Company (an investment in the securities of a publicly traded company normally would not be considered to present a conflict of interest unless it represented a material part of your savings);
• Placing of Company business with any other company that is directly or beneficially owned or controlled by you, or by members of your family.

Some conflicts are clear-cut; others are less obvious.  In addition, there may be circumstances where it is necessary or in the best interests of the Company to have a business relationship with a business or company in which an employee or officer, or his or her family, may have an interest.  For example, where Company operations are in a remote location, it may be necessary from time to time to enter into a business relationship with a business controlled by an employee’s family members.  For these reasons, you must fully disclose to your supervisor, the CEO or the CFO all circumstances that could be perceived as involving a conflict of interest between the Company and you or members of your family.  Full disclosure enables the Company to resolve unclear situations and to ethically handle conflicts of interest before any difficulty can arise.  To the extent a conflict of interest cannot be avoided in a reasonable fashion, then appropriate procedures will be put in place to ensure that there is full disclosure and to minimize the involvement of the conflicted individuals in the relationship giving rise to the conflict. The Company recognizes that there is a potential for a conflict of interest inherent in the Company’s relationship with any related party.

Outside directors of the Company are not expected to devote their time and effort solely on behalf of the Company, and they may have a variety of other business relationships that could give rise to a conflict of interest.  Any such potential conflicts of interest are not subject to the Code and are to be resolved directly with the Board of Directors.