Code of Conduct
|Code of Conduct|
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Code of Business Conduct
(Last Updated: October 2012)
TABLE OF CONTENTSINTRODUCTION
GUIDING PRINCIPLES OF BUSINESS CONDUCT FOR ASSOCIATES GUIDELINES OF CONDUCT EXPECTED OF ALL ASSOCIATES
GeneralACCOUNTING, INTERNAL ACCOUNTING CONTROLS AND AUDITING MATTERS
ADMINISTRATION OF THE CODE
The key to our success has always been our associates’ professionalism, performance and high standards of integrity and ethical conduct. If we are to continue building on our record of success, we must maintain these standards and preserve our well-deserved reputation for conducting our business in accordance with the highest principles of business ethics.
The cornerstone of that effort is our understanding of and compliance with the U.S. Cellular's Code of Business Conduct (the “Code”). The Code has been revised to reflect changes in the law and to increase emphasis in certain areas. The Code identifies:
With this in mind, all associates are required to abide by the standards set forth in the Code. If you have any questions regarding the Code, please contact your leader, Human Resources representative, Director, Chief Human Resources Officer, VP – Internal Audit, President and CEO of U.S. Cellular® or Audit Committee of the U.S. Cellular® Board of Directors. Once you have a good understanding of the code’s content, please complete the online Acknowledgment Form attached to the Code. By completing the Acknowledgement Form online, associates agree to comply with all policies contained within the Code.
The Code is not an employment contract nor is it intended to be an all-inclusive policy statement on the part of U.S. Cellular. The Company reserves the right to provide the final interpretation of the policies it contains and to revise them as necessary. Annually, associates will be asked to review the Code and complete a new Acknowledgment Form to indicate that they understand and agree to comply with the Code. In addition, the Company will continue to advise associates of other policies, which must be followed for the good of the Company.
GUIDING PRINCIPLES OF BUSINESS CONDUCT FOR ASSOCIATES
The Company is committed to conducting all business affairs in a professional and ethical manner; to treating all groups, individuals and firms in accordance with the highest standards of honesty and integrity; to complying with all laws, rules and regulations affecting its business; and to using its assets only for legal and proper purposes. Among the guiding principles that the Company has developed to carry out these commitments are the following:
The Company’s superior growth and progress have been achieved by providing high-quality service to our customers at reasonable prices. In accordance with this commitment, we will do everything possible to understand our customers’ requirements and to satisfy them in a manner that fully meets or exceeds their expectations.
While we are dedicated to being vigorous, effective competitors, we are also committed to conducting our marketing and sales efforts in accordance with the law and with the highest ethical standards. This means that all customers and potential customers will be treated professionally. None will be given gifts or entertained in a way that exceeds accepted and legal business practices, and, hence, might unduly influence them to do business with the Company. This commitment also means that the Company will not knowingly make any misrepresentation to customers, or engage in any other activities, which might illegally or unethically limit competition or otherwise serve to unfairly improve our competitive position.
All Associates will be treated fairly and equitably. This commitment includes:
One of the Company’s most important responsibilities is to build shareholder value. This requires that U.S. Cellular manage its business units to maximize profitable growth and development, and to create and enhance synergies among TDS’ family of companies.
Communities We Serve
The Company is dedicated to good corporate citizenship in the communities it serves. Hence, we will support, consistent with available resources, worthwhile civic, charitable and educational activities in the areas served by our operations. We will also encourage our associates to exercise their rights and duties as citizens, and to become involved in efforts to help advance the communities in which we conduct business. Such activities, however, must not involve time expenditures that may result in reduced on-the-job effectiveness or involve conflict of interest situations.
With regard to such activities that involve political contributions or activities, see “Political Contributions and Activities” below.
Our commitment to good corporate citizenship also requires that we fully comply with all federal, state and local environmental protection laws, and carefully monitor the environmental aspects of our products, services, buildings, equipment, and property.
The Company will select and continue to do business with suppliers, including agents, on the basis of the price, quality and timeliness of the products and services they offer. Where appropriate, however, preference may be given to reasonably priced, high-quality suppliers located in our serving areas, and to TDS business units that submit competitive bids. The Company will also consider establishing and maintaining multiple sources of supply to better ensure continued deliveries and reasonably priced, high-quality products and services. The Company welcomes the opportunity to partner with minority, women and disabled veteran business enterprise certified vendors, where such vendors are competitive on price, quality and timeliness. In the event of supplier relationships with foreign based companies, see the section of the Code below relating to Foreign Corrupt Practices Act.
GUIDELINES OF PERSONAL CONDUCT EXPECTED OF ALL ASSOCIATES
Among the Company’s most important assets is our reputation for conducting our business in accordance with the highest ethical standards. Maintaining this reputation will require all associates to act with honesty and integrity, and in a manner that reflects favorably on the Company. While no written policies or Code of Conduct can instill personal integrity or honesty, or cover all situations that associates may encounter, the following guidelines set forth the conduct that is expected of all U.S. Cellular associates as we carry out our duties and responsibilities for the Company:
All associates are expected to conduct themselves in a manner that is conducive to the long-term growth and development of the Company. Such conduct will include:
Applicable Laws and Regulations
It is U.S. Cellular’s policy to obey all local, state, federal and international laws, rules and regulations that apply to any aspect of U.S. Cellular®, as well as to comply with standards of the New York Stock Exchange or other applicable self-regulatory organizations. In addition, associates must comply fully with all applicable laws, rules and regulations.
Since the laws governing our activities are often complex, any questions concerning their applicability and interpretation should be referred to U.S. Cellular’s Chief Human Resource Officer or CEO. It will be up to this individual to work with U.S. Cellular’s General Counsel to ensure that competent legal counsel is provided to the appropriate parties.
Safeguarding of Company Information
The Company defines Company Information as information used by the Company in its business that is the result of some effort, expense, or investment by the Company. Company Information must only be used for the proper conduct of the Company’s business.
Such information includes, but is not limited to, technical data about products, equipment or services; improvements; discoveries; inventions; customer names, addresses, contact numbers or other data; associate names, addresses, contact numbers or other data; pricing information; computer programs; flowcharts; financial results; budgets; marketing plans; sales records; personnel records; systems, procedures and methods; and contracts with customers or suppliers (internal or external). Disclosing Company Information to unauthorized persons outside the Company is prohibited and may constitute a violation of the law. Company Information should only be disclosed within the Company on a need-to-know basis and when there is no legal or internal rule against such disclosure.
Computing devices, cellphones including smart phones, tablets, software and information generated and stored electronically or otherwise must be adequately safeguarded. This includes safeguards against disruption, damage, loss, alteration, theft, fraudulent manipulation and unauthorized access to, modification of and disclosure of Company Information, regardless of the ownership of the computing or communication device. Additionally, this includes safeguards against disclosure of Company Information through social media. Security, pass access and authorization codes and procedures must be adequately safeguarded. Strict adherence to the Company’s Information Handling and Security Policies and other standards that address the protection of the Company Information resources and communication networks is required of all associates.
Inventions, discoveries, secret processes and trademark designs that are conceived during an associate’s tenure with the Company, and which relate to the Company’s business, are the Company’s property. Consequently, they and any related patent applications must be promptly disclosed to a supervisor or Human Resources representative or Chief Human Resources Officer.
Associates who leave the Company continue to have an obligation to protect Company Information. Further, Company Information belongs to the Company and is Company property, and must remain at the Company or be promptly returned to the Company when an associate leaves the Company.
Safeguarding of Confidential Personal Information
The Company and its associates are committed to compliance with all legal obligations and responsibilities to protect Confidential Personal Information.
The Company, through its Privacy, Social Media, Information Classification, Information Handling and Security Policies, is committed to maintaining the privacy and security of Confidential Personal Information, which includes, but is not limited to, customers, associates and other individuals’ postal address, personal email address, phone numbers or social security numbers. The Company restricts access to Confidential Personal Information to individuals who need to know such information for legitimate business or other purposes. The Company and its associates understand that if Confidential Personal Information is wrongfully disclosed, this could violate the privacy of individuals and cause significant damage to the Company.
In the event that any Company Information or Confidential Personal Information is disclosed to an unauthorized person or party, or lost, misplaced or stolen (including the loss, misplacement or theft of laptop computers, cellphones including smart phones, tablets or other devices in which such information may be stored), such event should be immediately reported in accordance with the documented data security event reporting process to a supervisor or Human Resources representative or Chief Human Resources Officer who will then report the matter in accordance with the data security event reporting process.
Retention of Records, Recording Information and Protecting Company Funds
Accurate, reliable, and complete Company records are required to efficiently manage the business and to meet the Company’s legal and financial obligations. In particular, various regulatory and governmental bodies require the retention and preservation of certain reports and records dealing with Company business.
Use of Company Facilities, Equipment, and Property
It is vital that the Company’s property and any property leased by or under management of the Company only be used for the proper conduct of the Company’s business. Also, the Company’s investment in software, hardware, equipment, materials, tools, supplies, vehicles and other resources must be protected from damage, misuse, vandalism and unauthorized removal or disposal. This requires that associates do not:
Associates must use the Company’s electronic communication devices such as computers, telephones, cell phones including smart phones, tablets and other devices in an appropriate manner and in accordance with the Company’s Information Handling and Security Policies and any related policies that prescribe computer usage. Associates should have no expectation of privacy in any content they create, store, access or receive while using company-owned or leased equipment, systems or networks.
Conflict of Interest Between Associates’ Responsibilities as Associates and Their Private Interests
All associates must be able to carry out their duties and responsibilities on behalf of the Company without impairment or the appearance of impairment, by virtue of some activity, interest or relationship. In particular, associates must avoid relationships with others that could conflict with their effectively carrying out their Company duties and responsibilities, might affect their independence or judgment, or which could otherwise give rise to a conflict of interest or the appearance of one. This would include hiring a family member into an operation supervised at any level by another member of the family, unless specific authorization is given by U.S. Cellular’s Chief Human Resource Officer or CEO. In addition, TDS’ Vice President of Human Resources must be informed of such hiring.
With respect to non-Company relationships, associates must avoid entering into any associations with any other person or business enterprise that could or might give the appearance of conflict with their Company duties or responsibilities, or that might tend to affect their independence or judgment with respect to transactions between the Company or one of its business units and any other person or business enterprise.
More specifically, relationships with outside vendors, suppliers, contractors and other personnel that the Company does or seeks to do business with must not, in the view of the Company, adversely affect the business interests of the Company, create or appear to create a situation of divided loyalty, or reflect unfavorably on the associate and/or the Company.
No associate or immediate family member of an associate shall personally benefit, either directly or indirectly, from Company sales, purchases or other activities of the Company, except when such a transaction has been specifically approved in writing by the President and CEO of U.S. Cellular. This prohibition does not apply to normal incentive compensation programs and sales of used equipment, furniture or other property that have been approved by U.S. Cellular’s Chief Human Resources Officer or CEO.
Hence, associates may not accept anything of value that is primarily intended to gain favor or influence. Rather, all gifts, entertainment, etc. must be reasonably related to a business relationship and be consistent with social norms and business customs. Things that associates are prohibited to accept include bribes; “kickbacks”; gifts of other than nominal value (as discussed immediately above); loans; money; special privileges; personal favors, services or benefits; and unusual hospitality or entertainment.
If there is any doubt as to whether what is being offered is appropriate in light of the above guidelines, it should not be accepted or the decision should be referred to U.S. Cellular’s Chief Human Resource Officer or CEO.
In summary, all associates are expected to avoid any investment or involvement that could adversely influence their actions on behalf of the Company, or give the appearance of doing so. Any actual or potential conflict of interest situation, whether of a Company or a non-Company nature, should be immediately reported by the associate to a member of U.S. Cellular leadership.
Associates are prohibited from taking for themselves opportunities that properly belong to the Company or are discovered through the use of corporate property, information or position. Associates owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Political Contributions and Activities
No Company funds or assets shall be used for federal political contributions; nor shall such assets or funds be used for state or local political contributions, even where permitted by applicable state or local laws, without the prior written approval of the President and CEO of U.S. Cellular.
The above prohibitions are in no way intended to discourage associates from making personal contributions to candidates, parties, or political action committees of their choice. However, political contributions must not be made with Company funds or reimbursed with Company funds by any means, direct or indirect, except as discussed in the preceding paragraph. Without the approval of the Governmental Relations officer of the business unit, associates shall not solicit contributions for political candidates from other associates. However, associates may solicit contributions to a Company-sponsored political action committee. In addition, associates who elect to become involved in partisan political activities must also make it clear that they are not speaking or acting for the Company.
Every jurisdiction in which the Company operates has a variety of rules that prohibit or severely restrict giving gifts to public officials/associates and political candidates. There are exceptions, but the rules vary greatly between jurisdictions. Under no circumstances should an associate either provide to or receive from a public official or political candidate any payment, gift or entertainment that might possibly be construed as improper or illegal, such as a bribe or kickback. Associates should take care to avoid even the appearance of improper conduct in their relationships with public officials/members of their staffs and political candidates. Hence, any entertainment of, or other contact with, a public official or member of their staff, or political candidate must comply with the policies and limits set by applicable local, state and federal laws and regulations. Before any gift is made, an associate must discuss the planned gift with his/her unit VP or Chief Human Resource Officer and obtain approval. It is the responsibility of the business unit VP or the Chief Human Resource Officer to work with the unit Governmental Relations officer or with the General Counsel of TDS or U.S. Cellular to ensure that competent legal advice is provided to the appropriate parties.
ACCOUNTING, INTERNAL ACCOUNTING CONTROLS AND AUDITING MATTERS
The Audit Committee of the Board of Directors of U.S. Cellular is committed to ensuring full compliance by the Company with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. In that regard, the Audit Committee has established procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by associates of concerns regarding questionable accounting or auditing matters. A further explanation of such matters can be found in this Code, under the headings “Retention of Records, Recording Information and Protecting Company Funds” (see above) and “Use of Company Facilities, Equipment and Property” (see above). Any associate wishing to submit a report of the type contemplated in the procedures shall be free to do so without fear of dismissal or retaliation.
The term “questionable accounting or auditing matters” includes, without limitation, (i) fraud, deliberate error or misrepresentation in the preparation, evaluation, review or audit of any financial statement of the Company, (ii) fraud, deliberate error or misrepresentation in the recording and maintaining of financial records of the Company, (iii) deficiencies in or noncompliance with the Company’s internal accounting controls, (iv) misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the Company’s financial records, financial reports or audit reports, or (v) deviation from full and fair reporting of the Company’s financial condition.
Complaints and reports arising under this procedure may be made in the same manner as other complaints and reports arising under the Code, as described below in the section captioned “Administration of the Code.” In addition, such complaints and reports may be made directly to the Company’s Ethics Line (877-231-0869), which is staffed by an independent outside service provider and to which contact may be made anonymously. Retaliation against any person who reports an unlawful or unethical act will not be tolerated.
ADMINISTRATION OF THE CODE
In order for U.S. Cellular to operate its various businesses according to the highest possible ethical standards, all associates must take their responsibilities under this Code seriously, with respect to both their own personal conduct and that of their fellow associates. Violations of the standards and policies contained in the Code will subject the associate to appropriate disciplinary actions, up to and including discharge.
Therefore, every associate must:
The associate should refer such ethical questions and concerns to his/her immediate leader for resolution. If for any reason the associate chooses not to do so, the matter may be referred to his/her director, Human Resources representative, Chief Human Resource Officer, VP - Internal Audit, or the CEO of U.S. Cellular or the Audit Committee* of the U.S. Cellular Board of Directors. No waiver of any provision of the Code may be authorized by anyone unless such waiver is made in writing by one of the officers listed in the previous sentence (or as otherwise expressly provided in the Code) and is immediately copied to the Audit Committee of the U. S. Cellular Board of Directors. No waiver of the “Accounting, Internal Accounting Controls and Auditing Matters” section of this Code may be authorized by anyone except the Board of Directors, acting as group. Associates may also report concerns or questions concerning possible violations of the Code to the Company’s Ethics Line at 877-231-0869. Such reports may be made anonymously, but should contain sufficient information to allow the Company to take appropriate action.
Company management is committed to administering the Code fairly, objectively and conscientiously. The identity of associates about whom or against whom an alleged violation of the Code has been made will remain confidential unless or until it has been determined that a violation has occurred that requires disciplinary action. At such time, the information will only be released on a “need-to-know” basis.
Associates reporting a possible violation of the Code will be protected from retaliation, such as being demoted, suspended, threatened, harassed, mistreated or terminated. Confidentiality of the identity of the associate reporting a possible violation will be maintained to the greatest extent possible.
Any associate, who has initiated, participated in or encouraged retaliation against an associate who reports known or suspected Code violations will be subject to disciplinary action up to and including discharge. An act of retaliation against any reporting associate is, in and of itself, a violation of the Code and must be reported.
*Information for contacting the Audit Committee members is available by calling the Ethics Line at 877-231-0869.
To ensure that the Code and its enforcement receive appropriate ongoing attention from Company management:
The continued success of U.S. Cellular, and associated service companies, requires that it retain the trust of its major constituencies: customers, associates, shareholders, suppliers, communities we serve and the government associates and agencies with whom we interact. To accomplish this goal, all associates must conduct themselves with the highest standards of honesty, integrity, and business ethics. To ensure this result, all associates must read, understand and comply with the Code of Business Conduct.