Code of Conduct

img Code of Business Conduct and Ethics
As of: 
January 2013

(Adopted November 9, 2011)
(Revised January 2, 2013)

This code sets forth the standards of business conduct for all officers, employees, agents and representatives (collectively, "employees") and members of the board of directors (each, a "director") of Laredo Petroleum Holdings, Inc. and its subsidiaries (collectively, the "company" or "we"). This code also applies to consultants of the company to the same extent as it applies to employees.

In adopting and publishing these guidelines, you should note that (1) in some respects our policies may exceed minimum legal requirements or industry practice, and (2) nothing contained in this code should be construed as a binding definition or interpretation of a legal requirement or industry practice.
To obtain additional copies of this code, you may contact the Human Resources Department or access it from the web at


All of our employees, officers and directors must read and use this code of conduct to ensure that each business decision follows our commitment to the highest ethical standards and the law. Adherence to this code and to our other official policies is essential to maintaining and furthering our reputation for fair and ethical practices among our customers, shareholders, employees and communities.

It is the responsibility of every one of us to comply with all applicable laws and regulations and all provisions of this code and the related policies and procedures. Each of us must report any violations of the law or this code. Failure to report such violations, and failure to follow the provisions of this code may have serious legal consequences and will be disciplined by the company. Discipline may include termination of your employment.

This code summarizes certain laws and the ethical policies that apply to all of our employees, officers and directors. Several provisions in this code refer to more detailed policies that either (1) concern more complex company policies or legal provisions or (2) apply to select groups of individuals within our company. If these detailed policies are applicable to you, it is important that you read, understand, and be able to comply with them. If you have questions as to whether any detailed policies apply to you, contact our General Counsel.

Situations that involve ethics, values and violations of certain laws are often very complex. No single code of conduct can cover every business situation that you will encounter. Consequently, we have implemented the compliance procedures outlined in the sections of this code entitled "Administration of the Code" and "Asking for Help and Reporting Concerns." The thrust of our procedures is when in doubt, ask. If you do not understand a provision of this code, are confused as to what actions you should take in a given situation, or wish to report a violation of the law or this code, you should follow those compliance procedures. Those procedures will generally direct you to talk to either management or our General Counsel. There are few situations that cannot be resolved if you discuss them with management or our General Counsel in an open and honest manner.

After reading this code, you should:
  • Have a thorough knowledge of the code's terms and provisions.
  • Be able to recognize situations that present legal or ethical dilemmas.
  • Be able to deal effectively with questionable situations in conformity with this code.
In order to be able to accomplish these goals, we recommend that you take the following steps:
  • Read the entire code of conduct thoroughly.
  • If there are references to more detailed policies that are not contained in this code, obtain and read those policies if they apply to you.
  • Think about how the provisions of this code apply to your job, and consider how you might handle situations to avoid illegal, improper or unethical actions.
  • If you have questions, ask management or our General Counsel.
When you are faced with a situation and you are not clear as to what action you should take, ask yourself the following questions:
  • Is the action legal?
  • Does the action comply with this code?
  • How will your decision affect others, including our customers, shareholders, employees and the community?
  • How will your decision look to others? If your action is legal but can result in the appearance of wrongdoing, consider taking alternative steps.
  • How would you feel if your decision were made public? Could the decision be honestly explained and defended?
  • Have you contacted management or our General Counsel regarding the action?
To reiterate, when in doubt, ask.

Please note that this code is not an employment contract and does not modify the employment relationship between us and you. We do not create any contractual or legal rights or guarantees by issuing these policies, and we reserve the right to amend, alter and terminate policies at any time and for any reason.

Compliance with Laws


First and foremost, our policy is to behave in an ethical manner and comply with all laws, rules and government regulations that apply to our business. Although we address several important legal topics in this code, we cannot anticipate every possible situation or cover every topic in detail. It is your responsibility to know and follow the law and conduct yourself in an ethical manner. It is also your responsibility to report any violations of the law or this code. You may report such violations by following the compliance procedures contained in the section of the code entitled "Asking for Help and Reporting Concerns."

Antitrust Laws

Antitrust laws are designed to ensure a fair and competitive marketplace by prohibiting various types of anticompetitive behavior. Some of the most serious antitrust offenses occur between competitors, such as agreements to fix prices or to divide customers, territories or markets. Accordingly, it is important to avoid discussions with our competitors regarding pricing, terms and conditions, costs, marketing plans, customers and any other proprietary or confidential information.

Unlawful agreements need not be written. They can be based on informal discussions or the mere exchange of information with a competitor. If you believe that a conversation with a competitor enters an inappropriate area, end the conversation at once. Membership in trade associations is permissible only if approved in advance by our General Counsel.

Whenever any question arises as to application of antitrust laws, you should consult with legal counsel, and any agreements with possible antitrust implications should be made only with the prior approval of legal counsel.

Anticorruption Laws

Conducting business with governments is not the same as conducting business with private parties. What may be considered an acceptable practice in the private business sector may be improper or illegal when dealing with government officials. Improper or illegal payments to government officials are prohibited. "Government officials" includes employees of any government anywhere in the world, even low-ranking employees or employees of government-controlled entities, as well as political parties and candidates for political office. If you deal with such persons or entities, you should consult with our General Counsel to be sure that you understand these laws before providing anything of value to a government official.

If you are involved in transactions with foreign government officials, you must comply not only with the laws of the country with which you are involved but also with the U.S. Foreign Corrupt Practices Act. This act makes it illegal to pay, or promise to pay money or anything of value to any non-U.S. government official for the purpose of directly or indirectly obtaining or retaining business. This ban on illegal payments and bribes also applies to agents or intermediaries who use funds for purposes prohibited by the statute.

In some countries it is permissible to pay government employees for performing certain required duties. These facilitating payments, as they are known, are small sums paid to facilitate or expedite routine, non-discretionary government actions, such as obtaining phone service or an ordinary license. In contrast, a bribe, which is never permissible, is giving or offering to give anything of value to a government official to influence a discretionary decision. Understanding the difference between a bribe and a facilitating payment is very important. You must have approval from our General Counsel before making any payment or gift to a foreign government official.

Import-Export Laws and Antiboycott Laws

Our company is committed to complying fully with all applicable U.S. laws governing imports, exports and the conduct of business with non U.S. entities. These laws contain limitations on the types of products that may be imported into the United States and the manner of importation. They also prohibit exports to, and most other transactions with, certain countries as well as cooperation with or participation in foreign boycotts of countries that are not boycotted by the United States.

This discussion is not comprehensive and you are expected to familiarize yourself with all laws and regulations relevant to your position with us, as well as all our related written policies on these laws and regulations. To this end, our General Counsel is available to answer your calls and questions. If you have any questions concerning any possible reporting or compliance obligations, or with respect to your own duties under the law, you should not hesitate to call and seek guidance from our General Counsel.

Conflicts of Interest

All of us must be able to perform our duties and exercise judgment on behalf of our company without influence or impairment, or the appearance of influence or impairment, due to any activity, interest or relationship that arises outside of work. Put more simply, when our loyalty to our company is affected by actual or potential benefit or influence from an outside source, a conflict of interest exists. We should all be aware of any potential influences that impact or appear to impact our loyalty to our company. In general, you should avoid situations where your personal interests conflict, or appear to conflict, with those of our company.

Any time you believe a conflict of interest may exist, you must disclose the potential conflict of interest to management or our General Counsel. Any activity that is approved, despite the actual or apparent conflict, must be documented. A potential conflict of interest that involves an executive officer must be approved by our board of directors or its designated committee. Additionally, a director who is deemed to have a potential conflict of interest must recuse himself or herself from any discussions or decisions in the matter under review. A potential conflict of interest involving an officer with the title of Vice President and above must be approved by our General Counsel.

It is not possible to describe every conflict of interest, but some situations that could cause a conflict of interest include:

  • Doing business with family members
  • Having a financial interest in another company with whom we do business
  • Taking a second job
  • Managing your own business
  • Serving as a director of another business
  • Being a leader in some organizations
  • Diverting a business opportunity from our company to another company
  • Misuse of company information
Doing Business with Family Members

Laredo prohibits the employment of immediate family members of current employees. However, exceptions to this policy may be made with respect to the hiring of qualified immediate family members of current employees as long as such employment does not, in the opinion of Laredo, create actual conflicts of interest, and the approvals described below are received. For purposes of this policy, "immediate family" refers to spouses, parents, children, sisters, brothers, nieces, nephews or family members resident in the same household. Any exception to Laredo’s stated policy will be made in accordance with the following guidelines:

  • Immediate family members may be permitted to work in the same department, provided no direct reporting or supervisor-to-subordinate relationship exists. That is, no employee is permitted to work within "the chain of command" when one immediate family member’s work responsibilities, salary, hours, career progress, benefits or other terms and conditions of employment could be influenced by the other immediate family member.
  • Immediate family members may have no influence over the wages, hours, benefits, career progress and other terms and conditions of the other immediate family members.
  • Each immediate family member may have no influence over financial controls or policies (including but not limited to approval of the payment of invoices or other amounts), that are within the discretion of the other immediate family member (i.e., one family member may not have payment approval over invoices or other payment requests made by the other family member).
  • Employees who marry while employed, or become part of the same household are treated in accordance with these guidelines.

Any exceptions to Laredo’s policy against employing immediate family members must be considered in the context of the guidelines set forth above, as well as any other circumstances that may be applicable to an individual situation, and approved by (i) the immediate supervisor of both the existing employee and the potential employee, (ii) the Vice President supervising the business unit of each of the current employee and proposed hire; and (iii) the Chief Executive Officer.

Ownership in Other Businesses

Our investments can cause a conflict of interest. In general, you should not own, directly or indirectly, a significant financial interest in any company that does business with us or seeks to do business with us. You also should not own a significant financial interest in any of our competitors.

Two tests determine if a "significant financial interest" exists:
  • You or a family member owns more than 5% of the outstanding stock of a business or you or a family member has or shares discretionary authority with respect to the decisions made by that business, or
  • The investment represents more than 5% of your total assets or of your family member's total assets.
If you or a family member has a significant financial interest in a company with whom we do business or propose to do business, that interest must be approved by our General Counsel prior to the transaction.

Notwithstanding the foregoing, non-employee directors of our company and their family members may have significant financial interests in or be affiliates of suppliers, customers, competitors and third parties with whom we do business or propose to do business. However, a director must:
  • disclose any such relationship promptly after the director becomes aware of it,
  • remove himself or herself from any board activity that directly impacts the relationship between our company and any such company with respect to which the director has a significant financial interest or is an affiliate, and
  • obtain prior approval of the board of directors or its designated committee for any transaction of which the director is aware between our company and any such company.
Outside Employment

Sometimes our employees desire to take additional part-time jobs or do other work after hours, such as consulting or other fee-earning services. This kind of work does not in and of itself violate our code. However, the second job must be strictly separated from your job with us, and must not interfere with your ability to devote the time and effort needed to fulfill your duties to us as our employee. You cannot engage in any outside activity that causes competition with us or provides assistance to our competitors or other parties (such as suppliers) with whom we regularly do business. You should avoid outside activities that embarrass or discredit us. Outside work may never be done on company time and must not involve the use of our supplies or equipment. Additionally, you should not attempt to sell services or products from your second job to us.

Before engaging in a second line of work, you should disclose your plans to management to confirm that the proposed activity is not contrary to our best interests. You may also contact our Human Resources Department for more information about our policies concerning outside employment.

Service on Boards

Serving as a director of another corporation may create a conflict of interest. Being a director or serving on a standing committee of some organizations, including government agencies, also may create a conflict.

Before accepting an appointment to the board or a committee of any organization whose interests may conflict with our company's interests, you must obtain the approval of our Chief Executive Officer. This rule does not apply to non-employee directors of our company.


Unlawful extensions of credit by our company in the form of personal loans to our executive officers and directors are prohibited. All other loans by our company to, or guarantees by our company of obligations of, officers with the title of Vice President or above must be made in accordance with established company policies approved by our board of directors or its designated committee.

For more information about our conflicts of interest policies, you should refer to our Policy Statement Regarding Related Party Transactions. This policy is available from our General Counsel. If you have any questions concerning a potential conflict of interest, contact management or our General Counsel.

Business Opportunities

Without the written consent of our board of directors, employees are prohibited from taking for themselves an opportunity that is (1) a potential transaction or matter that may be an investment or business opportunity or prospective economic or competitive advantage in which the company could reasonably have an interest or expectancy or (2) discovered through the use of corporate property, information or position. In addition, employees are prohibited from using corporate property, information or position for personal gain and competing with the company directly or indirectly. Employees owe a primary duty to the company to advance its legitimate interest when the opportunity to do so arises.


Employees shall maintain the confidentiality of information entrusted to them by the company or its customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that if disclosed might be of use to competitors or harmful to the company or its customers. Confidential information also includes written material provided and information discussed at all meetings of the board of directors or any committee thereof and all information that is learned about the company's suppliers and customers that is not in the public domain. The obligation to preserve confidential information continues even after employment or agency with the company ends. Any documents, papers, records, or other tangible items that contain trade secrets or proprietary information are the company's property.

Gifts and Entertainment

We are dedicated to treating fairly and impartially all persons and firms with whom we do business. Therefore, our employees must not give or receive gifts, entertainment or gratuities that could influence or be perceived to influence business decisions. Misunderstandings can usually be avoided by conduct that makes clear that our company conducts business on an ethical basis and will not seek or grant special considerations.

Accepting Gifts and Entertainment

You should never solicit a gift or favor from those with whom we do business. You may not accept gifts of cash or cash equivalents.

You may accept novelty or promotional items or modest gifts related to commonly recognized occasions, such as a promotion, holiday, wedding or retirement, if:
  • this happens only occasionally
  • the gift was not solicited
  • the gift contained the name of our company or the giver's company
  • disclosure of the gift would not embarrass our company or the people involved
  • the value of the gift is under $100
  • the gift could not reasonably be construed as intended to influence favorable treatment by the company
You may accept an occasional invitation to a sporting activity, entertainment or meal if
  • there is a valid business purpose involved
  • this happens only occasionally
  • the activity is of reasonable value and not lavish

    A representative of the giver's company must be present at the event. If you are asked to attend an overnight event, you must obtain prior approval from management.

    Any employee who becomes aware of any solicitation or acceptance of a gift in violation of our policy by any other employee or any family member of an employee must promptly report the incident as discussed in this code under "Asking for Help and Reporting Concern."

    If an employee receives an unsolicited gift and it would be damaging to our interests or relationships to return the gift to the giver, then the employee must promptly report the gift in accordance with the procedures described in this code under "Asking for Help and Reporting Concerns." We may direct the employee to deliver the unsolicited gift to the Director of Human Resources or our General Counsel. All such gifts will be returned to the giver with a letter explaining our policy, donated to charity, or otherwise disposed of.

    We will periodically notify our customers, suppliers, vendors, and brokers of our policies on gifts, entertainment, meals, trips, and sponsored events. Any questions employees may receive regarding the applicability of our policy should be referred to our Director of Human Resources or our General Counsel.

    Giving Gifts and Entertaining

    Gifts of nominal value (under $100) and reasonable entertainment for customers, potential customers and other third parties with whom we do business are permitted. However, any gift or entertainment must
    • support our company's legitimate business interests
    • be reasonable and customary, not lavish or extravagant
    • not embarrass our company or the recipient if publicly disclosed
    Under no circumstances can any bribe, kickback or illegal payment or gift of cash or cash equivalents be made. Also, special rules apply when dealing with government employees. These are discussed in this code under "Compliance with Laws -Anticorruption Laws."

    If you are not sure whether a specific gift or entertainment is permissible, contact our General Counsel.

    Fair Dealing


    We have built a reputation as a trustworthy and ethical member of our community and our industry. We are committed to maintaining the highest levels of integrity and fairness within our company. When we fail to negotiate, perform or market in good faith, we may seriously damage our reputation and lose the loyalty of our customers. You must conduct business honestly and fairly with our customers, suppliers, competitors and employees, and not take unfair advantage of anyone through any misrepresentation of material facts, manipulation, concealment, abuse of privileged information, fraud or other unfair business practice.

    Securities Laws and Insider Trading

    Because we are a public company, our employees and directors must comply with laws regarding the trading of securities while in possession of material nonpublic information. Regardless of your position with us, if you are aware of material inside information regarding our company, business, affairs or prospects, you may not disclose that information to anyone outside our company, and you are not allowed to buy or sell our stock or other publicly-traded securities until the material inside information is known not only by individuals within our company, but also by the general public. The improper use of material inside information is known as insider trading. Insider trading is a criminal offense and is strictly prohibited.

    For more information about our policies concerning the securities laws, you should refer to our more detailed Policy Prohibiting Insider Trading and Unauthorized Disclosure of Information to Others. Our directors, executive officers and certain other designated employees are also subject to a Supplemental Policy Concerning Insider Trading. These policies are available from our General Counsel. If you have any questions concerning the securities laws or about our policies with regard to those laws, or regarding the correct ethical and legal action to take in a situation involving material inside information, please contact management or our General Counsel.

    Responding to Inquiries from the Press and Others

    Our company is subject to laws that govern the timing of our disclosures of material information to the public and others. Only certain designated employees may discuss our company with the news media, securities analysts and investors. All inquiries from outsiders regarding financial or other information about our company should be referred to the General Counsel.

    For more information about our policy concerning press and other inquiries, you should refer to our Policy Prohibiting Insider Trading and Unauthorized Disclosure of Information to Others.

    Political Activity

    We will fully comply with all political contribution laws. Our funds may not be used for contributions of any kind to any political party or committee or to any candidate or holder of any government position (national, state or local) unless such contribution is permitted by law and complies with our company policy. Please contact our General Counsel to determine whether a specific company contribution is permitted.

    It is against our policy for you to lobby our other employees on behalf of a political candidate during the work day. It is also against our policy to reimburse an employee for any political contributions or expenditures. Outside normal office hours, you are free to participate in political campaigns on behalf of candidates or issues of your choosing, as well as make personal political contributions.

    Safeguarding Corporate Assets

    We have a responsibility to protect company assets entrusted to us from loss, theft, misuse and waste. Company assets and funds may be used only for business purposes and may never be used for illegal purposes. All employees should endeavor to protect the company's assets and ensure their efficient use. If you become aware of theft, waste or misuse of our assets or funds or have any questions about your proper use of them, you should speak immediately with management.

    It is also important that you protect the confidentiality of company information. Confidential or proprietary information includes all information that is not generally known to the public and is helpful to the company, or would be helpful to competitors. Proprietary information should be marked accordingly, kept secure and access limited to those who have a need to know in order to do their jobs.

    We must all be sensitive to the impact of comments made over the Internet through public forums such as chat rooms and bulletin boards. In such forums, you may not post any information about the company including comments about our products, stock performance, operational strategies, financial results, customers or competitors, even in response to a false statement or question. This applies whether you are at work or away from the office. Our company owns all e-mail messages that are sent from or received through the company's systems. We may monitor your messages and may be required to disclose them in the case of litigation or governmental inquiry.

    Equal Employment Opportunity and Anti-Harassment

    We are committed to providing equal employment opportunities for all our employees and will not tolerate any speech or conduct that is intended to, or has the effect of, discriminating against or harassing any qualified applicant or employee because of his or her race, color, religion, sex (including pregnancy, childbirth or related medical conditions), national origin, age, physical or mental disability, veteran status or any characteristic protected by law. We will not tolerate discrimination or harassment by anyone- managers, supervisors, co-workers, vendors or our customers. This policy extends to every phase of the employment process, including: recruiting, hiring, training, promotion, compensation, benefits, transfers, discipline and termination, layoffs, recalls, and company-sponsored educational, social and recreational programs, as applicable. If you observe conduct that you believe is discriminatory or harassing, or if you feel you have been the victim of discrimination or harassment, you should notify our General Counsel immediately.

    Not only do we forbid unlawful discrimination, we take affirmative action to ensure that applicants are employed, and employees are treated during employment, without regard to their race, color, religion, sex (including pregnancy, childbirth or related medical conditions), national origin, age, physical or mental disability, veteran status or any characteristic protected by law.

    The Human Resources Department has been assigned specific responsibilities for implementing and monitoring affirmative action and other equal opportunity programs. One of the tenants of this code, however, is that all employees are accountable for promoting equal opportunity practices within our company. We must do this not just because it is the law, but because it is the right thing to do.

    For more information concerning our anti-discrimination and anti-harassment policies, you should refer to our Employee Handbook. We will not retaliate against any employee for filing a good faith complaint under our anti-discrimination and anti-harassment policies or for cooperating in an investigation and will not tolerate or permit retaliation by management, employees or co-workers. To the fullest extent possible, the company will keep complaints and the terms of their resolution confidential. If an investigation confirms harassment or discrimination has occurred, the company will take corrective action against the offending individual, including such discipline up to and including immediate termination of employment, as appropriate.

    Health, Safety and the Environment

    We are committed to providing safe and healthy working conditions by following all occupational health and safety laws governing our activities.

    We believe that management and each and every employee have a shared responsibility in the promotion of health and safety in the workplace. You should follow all safety laws and regulations, as well as company safety policies and procedures. You should immediately report any accident, injury or unsafe equipment, practices or conditions.

    For more information concerning our health and safety policies, you should refer to our Employee Handbook.

    You also have an obligation to carry out company activities in ways that preserve and promote a clean, safe, and healthy environment. You must strictly comply with the letter and spirit of applicable environmental laws and the public policies they represent.

    The consequences of failing to adhere to environmental laws and policies can be serious. Our company, as well as individuals, may be liable not only for the costs of cleaning up pollution, but also for significant civil and criminal penalties. You should make every effort to prevent violations from occurring and report any violations to management or our General Counsel.

    Accuracy of Company Records

    All information you record or report on our behalf, whether for our purposes or for third parties, must be done accurately and honestly. All of our records (including accounts and financial statements) must be maintained in reasonable and appropriate detail, must be kept in a timely fashion, and must appropriately reflect our transactions. Falsifying records or keeping unrecorded funds and assets is a severe offense and may result in prosecution or loss of employment. When a payment is made, it can only be used for the purpose spelled out in the supporting document.

    Information derived from our records is provided to our shareholders and investors as well as government agencies. Thus, our accounting records must conform not only to our internal control and disclosure procedures but also to generally accepted accounting principles and other laws and regulations, such as those of the Internal Revenue Service and the Securities and Exchange Commission. Our public communications and the reports we file with the Securities and Exchange Commission and other government agencies should contain information that is full, fair, accurate, timely and understandable in light of the circumstances surrounding disclosure.

    Our internal and external auditing functions help ensure that our financial books, records and accounts are accurate. Therefore, you should provide our accounting department, internal auditing staff, audit committee and independent public accountants with all pertinent information that they may request. We encourage open lines of communication with our audit committee, accountants and auditors and require that all our personnel cooperate with them to the maximum extent possible. It is unlawful for you to fraudulently influence, induce, coerce, manipulate or mislead our independent public accountants for the purpose of making our financial statements misleading.

    If you are unsure about the accounting treatment of a transaction or believe that a transaction has been improperly recorded or you otherwise have a concern or complaint regarding an accounting matter, our internal accounting controls, or an audit matter, you should confer with management, our Chief Financial Officer or Controller, or you may submit your concern, on an anonymous basis, to the audit committee of our board of directors by calling our independent ethics reporting hotline, "Listen Up" at its toll free number 1-866-398-0010.

    Record Retention

    Our records should be retained or discarded in accordance with our record retention policies and all applicable laws and regulations. From time to time we are involved in legal proceedings that may require us to make some of our records available to third parties. Our legal counsel will assist us in releasing appropriate information to third parties and provide you (or management) with specific instructions. It is a crime to alter, destroy, modify or conceal documentation or other objects that are relevant to a government investigation or otherwise obstruct, influence or impede an official proceeding. The law applies equally to all of our records, including formal reports as well as informal data such as e-mail, expense reports and internal memos. If the existence of a subpoena or a pending government investigation is known or reported to you, you should immediately contact our General Counsel and you must retain all records that may pertain to the investigation or be responsive to the subpoena.

    Administration of the Code


    All of our directors, officers and employees will receive a copy of this code when they join our company. Updates of the code will be distributed to all directors, officers and employees.

    Role of Supervisors and Officers

    Supervisors and officers have important roles under this code and are expected to demonstrate their personal commitment to this code by fostering a workplace environment that promotes compliance with the code and by ensuring that employees under their supervision participate in our company's compliance training programs.

    Reporting Violations

    All employees are obliged to report violations of this code or the law and to cooperate in any investigations into such violations. We prefer that you give your identity when reporting violations, to allow the company to contact you in the event further information is needed to pursue an investigation, and your identity will be maintained in confidence to the extent practicable under the circumstances and consistent with enforcing this code. However, you may anonymously report violations.


    We will initiate a prompt investigation following any credible indication that a breach of law or this code may have occurred. We will also initiate appropriate corrective action as we deem necessary, which may include notifying appropriate authorities.

    Disciplinary Action

    If you violate any provision of this code, you may be subject to disciplinary action, up to and including discharge. Please be aware that we may seek civil remedies from you and if your violation results in monetary loss to us, you may be required to reimburse us for that loss. If you are involved in a violation, the fact that you reported the violation, together with the degree of cooperation displayed by you and whether the violation is intentional or unintentional, will be given consideration in our investigation and any resulting disciplinary action.

    No Retaliation

    We will not retaliate against anyone who, in good faith, notifies us of a possible violation of law or this code, nor will we tolerate any harassment or intimidation of any employee who reports a suspected violation. In addition, there are federal "whistleblower" laws that are designed to protect employees from discrimination or harassment for providing information to us or governmental authorities, under certain circumstances, with respect to certain laws such as those governing workplace safety, the environment, securities fraud and federal law relating to fraud against shareholders.


    Approvals required under this code should be documented.


    Any request for a waiver of this code must be submitted in writing to our compliance officer who has authority to decide whether to grant a waiver. However, a waiver of any provision of this code for a director or an executive officer must be approved by our board of directors or its designated committee and will be promptly disclosed to the extent required by law or regulation.


    All new employees must sign a certificate confirming that they have read and understand this code. We will also require an annual certification of compliance with the code by all officers with the title of Vice President or above. However, failure to read the code or sign a confirmation certificate does not excuse you from complying with this code.

    Asking for Help and Reporting Concerns

    We take this code seriously and consider its enforcement to be among our highest priorities, but we also acknowledge that it is sometimes difficult to know right from wrong. That's why we encourage open communication. When in doubt, ask. Whenever you have a question or concern, are unsure about what the appropriate course of action is, or if you believe that a violation of the law or this code has occurred:

    • You should talk with a member of management. He or she may have the information you need, or may be able to refer the matter to an appropriate source, including legal counsel as circumstances warrant.
    • If you are uncomfortable talking with your immediate supervisor, you may also contact any manager in our company with whom you feel comfortable, the Human Resources Department or our General Counsel.
    • In addition, if you have concerns or complaints about accounting or audit matters or our internal accounting controls, you may confer with management, our Chief Financial Officer or Controller, or you may submit your concern or complaint, on an anonymous basis, to the audit committee of our board of directors by calling our independent ethics reporting hotline, "Listen Up" at its toll free number 1-866-398-0010.
    • We have an Ethics and Compliance Hotline ("Listen Up") that you can call to seek guidance or report a matter of concern. Listen Up, an independent organization, answers the Hotline 24 hours a day, seven days a week, and all calls to the Hotline can be made anonymously. The toll free Hotline number is 1-866-398-0010.