RED ROCK RESORTS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
(Amended August 2017)
Red Rock Resorts, Inc. and its subsidiaries, including
Station Casinos LLC (collectively, the “Company”), is
committed to maintaining the highest ethical and moral
standards in all of our operations. To this end, the Board
of Directors of the Company (the “Board”) has adopted the
attached Code of Business Conduct and Ethics (the “Code of
Ethics”) to assist us in maintaining the highest ethical
and moral standards; safeguarding the health and safety of
the public and the directors, members, officers and
employees of the Company (collectively, “Team Members”);
ensuring compliance with all applicable laws, rules, and
regulations; and preventing fraud, mismanagement, waste and
abuse throughout the Company's operations.
The primary purpose of this Code of Ethics is to confirm
the Company’s commitment to operating pursuant to the
highest moral and ethical standards by encouraging Team
Members to report unsafe, illegal, fraudulent or wasteful
practices by any of the Company's Team Members, suppliers,
agents or representatives in violation or apparent
violation of the Code of Ethics ("Improper Conduct") and to
reasonably protect those Team Members who make such reports
(commonly referred to as "whistleblowers") from reprisals.
All Team Members should report suspected Improper Conduct.
Reports of Improper Conduct should be made to (i) the
Company’s anonymous Theft and Code of Business Conduct and
Ethics Hotline at (702) 495-3939; (ii) to a Team Member’s
supervisor or manager; (iii) or directly to John
Pasqualotto, the Company’s designated Ethical Ombudsman.
The Ethical Ombudsman will report Improper Conduct
notifications directly to the Company’s Compliance
Committee, on a regular basis, but no less than quarterly.
The Compliance Committee will report to the Audit Committee
on a quarterly basis, or more frequently if the Audit
Committee deems necessary. Any reports of Improper Conduct
involving accounting or financial misconduct will be
immediately reported to the chairperson of audit committee.
The Company will investigate all reports of Improper
Conduct. Any Team Member, supplier, agent or representative
of the Company who is found to have engaged in Improper
Conduct is subject to disciplinary action by the Company,
up to and including suspension or termination of the
employment or agency relationship, and civil action or
criminal prosecution when warranted.
This Code of Ethics is intended to complement and
supplement existing policies and legal requirements. No
statement in this Code of Ethics is intended to authorize,
or to prohibit, disciplinary and/or legal action against a
Team Member who knowingly discloses information recognized
or designated as confidential under law. Where provisions
exist elsewhere under law or Company policy governing
information disclosure rights and obligations, and/or
retaliation relative to such disclosures, those shall apply
in lieu of those contained in this Code of Ethics.
Questions related to the interpretation of this Code of
Ethics should be directed to the Company’s Ethical
Ombudsman, John Pasqualotto, at (702) 495-3698. In the
event the Ethical Ombudsman is not available, (i) in the
case of any accounting, internal control or auditing
matter, questions should be directed to Wes Allison, the
Company’s Chief Accounting Officer, (ii) all other
questions should be directed to Matthew Heinhold, the
Company’s General Counsel.
I. Statement of Purpose
The purpose of this Code of Ethics is to ensure that all
Team Members adhere to proper legal and ethical standards
in their business practices.
It is the further purpose of this Code of Ethics to affirm
the Company’s strong commitment to the highest standards of
legal and ethical conduct in its business practices and to
set forth the Company’s policies concerning these issues.
The Code of Ethics applies to all Team Members. The Code of
Ethics is not comprehensive, in that it is not intended to,
or capable of anticipating every issue that may arise. The
Company encourages Team Members who have questions about
the Code of Ethics and its application to discuss them with
their manager or supervisor or the Company’s Ethical
II. Policy Guidelines and Standards of Behavior
A. Ethical Standards and Responsible Behavior.
The Company has a longstanding policy to maintain the
highest ethical standards in the conduct of Company affairs
and in its relationship with customers, suppliers, Team
Members, advisors and the communities in which our
operations are located.
As an integral member of the Company, you are expected to
accept certain responsibilities, adhere to acceptable
business principles in matters of professional conduct and
exhibit a high degree of personal integrity at all times.
This includes a sincere respect for the rights and feelings
of others and demands that while performing your duties for
the Company, you refrain from any behavior that might be
harmful to customers, yourself, fellow Team Members or the
Company, or that might be viewed unfavorably by current or
potential customers or by the public at large. While you
are on duty or performing your duties on behalf of the
Company, your conduct reflects on the Company. As a
consequence, you are encouraged to observe the highest
standards of professionalism at all times. Although this
Code of Ethics does not attempt to address your activities
while not at work or while not performing your duties for
the Company, you should be mindful that, due to the
regulated nature of the industry in which the Company does
business, the personal activities that you participate in
while you are not at work can have consequences on your job
and professional success.
It would be virtually impossible to cite examples of every
type of activity which might give rise to a question of
unethical, illegal or impermissible conduct. Therefore, it
is important for each of us to rely on our own good
judgment in the performance of our duties and
responsibilities. Nonetheless, the following are examples
of specific acts that are prohibited:
· Engaging in any illegal, unlawful or criminal conduct;
· Falsifying employment or other Company records;
· Soliciting gratuities from customers, suppliers or
· Excessive or unauthorized use of Company resources and
supplies, particularly for personal purposes;
· Theft of property from co-workers, customers or the
· Possession of firearms or other weapons while on Company
property or on Company business, unless in a security
position that requires possession of a firearm or weapon;
· Failing to maintain the confidentiality of Company,
customer, vendor or Team Member information; and
· Refusing to cooperate in any investigation by the
If you are unclear as to the proper course of action, you
should seek advice and counsel from John Pasqualotto, the
Company’s Ethical Ombudsman. The reputation and good name
of the Company depend entirely upon the honesty and
integrity of each one of us.
All Team Members, suppliers, representatives and agents of
the Company must conform to ethical and legal standards,
abide by the law and preserve the Company's integrity and
reputation. Failure by Team Members to adhere to this Code
of Ethics may result in disciplinary action, up to and
including discharge from employment or termination of
relationship with the Company.
The Company respects your right to discuss terms and
conditions of your employment, including wages and
benefits, with co-workers and others, and engage in
protected, concerted activities, including support of any
labor organization. Nothing in this Code of Ethics is
intended to interfere with you rights under federal and
state laws, including the National Labor Relations Act.
B. Entertainment, Gifts, Favors and Gratuities.
The purpose of the Company's policy relating to
entertainment, gifts, favors and gratuities is to avoid any
implication that unfair or preferential treatment will be
granted or received by the Company's Team Members,
suppliers, representatives and agents in their course of
dealing on behalf of the Company. When in doubt as to
whether conduct violates this Code of Ethics, a basic
consideration should be whether public disclosure would be
embarrassing to the Company or the recipient, and any such
behavior should be avoided. The following general
guidelines are provided:
· Gifts of cash, or cash equivalents, are never permissible
regardless of amount other than Team Members who receive
tips in the ordinary course of their jobs.
· An especially strict standard is imposed on gifts,
services or considerations of any kind from current and
potential suppliers, tenants, service providers and
consultants. Only those considerations which are deemed
common business courtesies will be permitted.
· Gifts, favors and entertainment may be given to others,
including customers, at Company expense, if they are legal,
consistent with accepted business practices and not
considered material to the recipient.
Giving, offering or promising anything of value for the
purpose of influencing someone in connection with Company
business or a Company transaction is impermissible and may
be unlawful. Similarly, it is impermissible and may be
unlawful to solicit, demand or accept anything of value
with the intent of being influenced or rewarded in
connection with any Company business or transaction.
Therefore, no Team Member, representative or agent may give
or receive any gift if it could reasonably be viewed as
being done to gain a business advantage for the Company or
for a Team Member, representative or agent of the Company.
Team Members are not prevented from incurring normal
business-related expenses for entertainment or from
accepting personal mementos of minimal value. It is also
acceptable to allow a supplier or customer to pay for a
The Company will pay only those representatives and agents
with whom it has a formal written agreement or from whom it
has an invoice detailing the business purpose and amount to
be paid. A Team Member, representative or agent may make a
payment to a provider of goods or services to the Company
for only the amount that constitutes the proper
remuneration for the service rendered or goods provided. A
Team Member may not make a payment if that Team Member
knows, or has reason to believe, the payment will be used
as a bribe.
D. “Inside” Information.
The following is a summary of the Company's Policy on
Insider Trading. For additional details please obtain a
copy of the full Securities Trading Policy from the Ethical
1. Clarifying the meaning of "inside" information.
U.S. Securities regulations, which regulate transactions in
corporate securities (stocks and bonds), impose severe
sanctions against the use of "inside" information in the
purchase and sale of securities by "insiders" of a company
for their own benefit and profit. "Inside" information
includes any important material fact that has not been
disclosed to the public which might be a factor in a
decision to buy or sell a particular security. Examples of
“material” facts include, but are not limited to, advance
knowledge of operating income or loss or earnings results,
a pending proposed merger or acquisition/disposition of a
significant asset, establishment of a program to repurchase
securities of a company, a change in control or change in
senior management of a company, or development of a
significant new product, invention, discovery or line of
business. With respect to the Company, an "insider"
includes not only Team Members, representatives or agents,
but family members, friends, brokers or anyone to whom the
inside information is communicated by such Team Members,
representatives or agents. The securities include not only
those of the Company, but also the securities of any
company of which you have acquired important, non-public
knowledge as a result of your employment. Specifically, you
should not trade in the securities of any company which, to
your knowledge, is under consideration as an acquisition by
the Company or with whom the Company is considering
entering into a major contractual relationship.
Regulations which are designed to protect the investing
public are strictly enforced, and both civil and criminal
action can be taken against both the individual and the
company involved. If you have any doubts as to whether a
contemplated securities transaction might be deemed a
violation of the "insider" trading rule, you should refer
to the Policy on Insider Trading and/or consult with or
seek the advice of the Company's Ethical Ombudsman.
2. Policy prohibiting certain investments.
Unless prior written approval is obtained from the
Company’s Ethical Ombudsman, Team Members are prohibited
from investing in any of the Company's customers, suppliers
or competitors (which includes all restricted and
nonrestricted gaming licensees) unless the securities are
publicly traded and the investments are on the same terms
available to the general public and not based on any
"inside" information. This prohibition applies to all forms
of investments and to all Team Members, directors, officers
of the Company and their immediate families.
In general, Team Members should not have any financial
interest in a customer, supplier or competitor that could
cause divided loyalty or the appearance of divided loyalty
or appear to be a distraction from the performance of a
Team Member’s duties.
E. Conflicts of Interest.
The term "conflict of interest" describes any circumstance
that would cast doubt on the ability of a Team Member to
act with total objectivity with regard to the Company's
interests. Each Team Member is expected to avoid any action
or involvement which would in any way compromise his or her
actions on behalf of the Company. Activities that could
raise a question of conflict of interest include, but are
not limited to, the following:
· Conducting business on behalf of the Company with a
member of the Team Member’s family or a business
organization in which the Team Member, representative or
agent (or a member of his or her family) has a significant
· Serving in an advisory, consultative, technical or
managerial capacity for, or having a significant financial
or other beneficial interest in, any non-affiliated
business organization which does significant business with
or is a competitor of the Company.
· Accepting money, personal gifts (other than those that
are deemed common business courtesies), loans (other than
loans from lending institutions at prevailing interest
rates) or other special treatment or gratuities (not in the
ordinary course of employment) from any supplier, customer
or competitor of the Company or receiving, directly or
indirectly, improper personal benefits as a result of using
Company property or obtaining Company services. See
Section II. B. Entertainment, Gifts, Favors and Gratuities
for more detail.
Every Team Member is prohibited from engaging in any
activity or association that creates or appears to create a
conflict between his or her personal interests and the
Company's business interests. In addition, a Team Member
must not allow any situation or personal interests to
interfere with his or her exercise of independent judgment
or with his or her ability to act in the best interests of
F. Protection and Proper Use of Company Assets.
Company assets, such as information, materials, supplies,
software, hardware and facilities, among other property,
are valuable resources owned, licensed or otherwise
belonging to the Company. Company assets also include
proprietary information such as intellectual property,
including patents, trademarks, trade secrets and
copyrights, as well as business, marketing and service
plans, engineering and manufacturing ideas, designs,
databases, records, salary information and any unpublished
financial data and reports. Company assets should be used
only for legitimate business purposes. Accordingly, all
Team Members should endeavor to protect the Company’s
assets and ensure their efficient use.
Unauthorized use of Company assets is prohibited and should
be reported. The personal use of Company assets without
permission is prohibited, although incidental personal use
is permitted. If you have any questions about whether your
personal use of a Company asset is incidental, you should
ask for guidance from the Ethical Ombudsman before taking
Team Members should be aware that Company property includes
all data and communications transmitted or received to or
by, or contained in, the Company’s electronic or telephone
systems. Company property also includes all written
communications. Team Members and other users of this
property should have no expectation of privacy with respect
to these communications and data. To the extent permitted
by law, the Company has the ability, and reserves the
right, to monitor all electronic and telephonic
communications. These communications may also be subject to
disclosure to law enforcement or government officials.
G. Corporate Opportunities.
Team Members owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises.
Except to the extent explicitly permitted pursuant to
written agreement with the Company, Team Members are
therefore prohibited from (i) without the written consent
of the Ethical Ombudsman (or, in the case of any executive
officer, principal financial officer, or director, the
Board), taking for themselves personally opportunities that
are discovered through the use of Company property,
information or position, (ii) using Company property,
information or position for improper personal gain and
(iii) competing with the Company.
1. Confidential Information.
Team Members must not disclose to anyone outside the
Company any “confidential information” entrusted to them by
the Company or its suppliers, customers or business
partners, except when disclosure is authorized, in writing,
by the Ethical Ombudsman or otherwise legally required.
“Confidential information” includes all non-public
information that might be useful to competitors, or harmful
to the Company or its suppliers, customers or business
partners, if disclosed. Confidential information includes,
for example, trade secrets, technology, research, customer
and supplier lists, unannounced financial data and
projections, marketing and pricing strategies and business
The obligation to preserve confidential information
continues even after a Team Member is no longer employed by
2. Protected Disclosures.
Nothing in this Code of Ethics or any agreement between you
and the Company:
(a) Will preclude, prohibit or restrict you from (i)
communicating with, any federal, state or local
administrative or regulatory agency or authority, including
but not limited to the Securities and Exchange Commission
(the “SEC”); (ii) participating or cooperating in any
investigation conducted by any governmental agency or
authority; or (iii) filing a charge of discrimination with
the United States Equal Employment Opportunity Commission
or any other federal state or local administrative agency
or regulatory authority.
(b) Prohibits, or is intended in any manner to prohibit,
you from (i) reporting a possible violation of federal or
other applicable law or regulation to any governmental
agency or entity, including but not limited to the
Department of Justice, the SEC, the U.S. Congress, and any
governmental agency Inspector General, or (ii) making other
disclosures that are protected under whistleblower
provisions of federal law or regulation. Nothing in this
Code of Ethics or any agreement between you and the Company
is intended to limit your right to receive an award
(including, without limitation, a monetary reward) for
information provided to the SEC. You do not need the prior
authorization of anyone at the Company to make any such
reports or disclosures, and you are not required to notify
the Company that you have made such reports or disclosures.
(c) Is intended to interfere with or restrain the immunity
provided under 18 U.S.C. §1833(b). You cannot be held
criminally or civilly liable under any federal or state
trade secret law for the disclosure of a trade secret that
is made (i) (A) in confidence to federal, state or local
government officials, directly or indirectly, or to an
attorney, and (B) for the purpose of reporting or
investigating a suspected violation of law; (ii) in a
complaint or other document filed in a lawsuit or other
proceeding, if filed under seal; or (iii) in connection
with a lawsuit alleging retaliation for reporting a
suspected violation of law, if filed under seal and does
not disclose the trade secret, except pursuant to a court
The foregoing provisions regarding Protected Disclosures
are intended to comply with all applicable laws. If any
laws are adopted, amended or repealed after the date
hereof, this Code of Ethics shall be deemed to be amended
to reflect the same.
I. Competition and Fair Dealing.
The Company seeks to outperform our competitors fairly and
honestly through superior performance, never through
unethical or illegal business practices. Acquiring
proprietary information, possessing trade secret
information that was obtained without the owner’s consent
or inducing disclosures of such information by past or
present employees, agents or representatives of other
companies is prohibited.
Team Members should endeavor to deal fairly and in good
faith with the Company’s customers, suppliers and
competitors and their employees. No Team Member should take
unfair advantage of anyone through manipulation,
concealment, abuse of privileged information,
misrepresentation of material facts or any other
intentional unfair-dealing practice.
Team Members are prohibited from engaging in the following
activities if such activities would be reasonably likely to
violate any applicable anti-trust or competition law:
(i) entering into any understanding, agreement, plan or
scheme, express or implied, formal or informal, with any
competitor with regard to prices, terms or conditions of
sale or service, production, distribution, territories or
(ii) exchanging or discussing with a competitor prices,
terms or conditions of sale or service, or any other
competitive information; or
(iii) engaging in any other conduct which violates any
applicable anti-trust or competition laws.
J. Record Keeping.
The Company requires honest and accurate recording and
reporting by Team Members of information in order to make
responsible business decisions. For example, only the true
and actual number of hours worked should be reported. In
addition, many Team Members regularly use business expense
accounts, which must be documented and recorded accurately.
If you are not sure whether a certain expense is
legitimate, ask your supervisor.
All of the Company’s books, records, accounts and financial
statements must be maintained in reasonable detail, must
appropriately reflect the Company’s transactions and must
conform both to applicable legal requirements and to the
Company’s system of internal controls. Unrecorded or “off
the books” funds or assets should not be maintained unless
permitted by applicable law or regulation.
Records should always be retained or destroyed according to
the Company’s email and record retention policies. In
accordance with those policies, in the event of litigation
or governmental investigation, please consult the Company’s
General Counsel or the Ethical Ombudsman.
K. Accurate and Timely Periodic Reports.
The Company is committed to providing full, fair, accurate,
timely and understandable disclosure in periodic reports
and documents that the Company files with, or submits to,
the Securities and Exchange Commission and in other public
communications made by the Company. Specifically, the
(i) maintain accurate books and records that fully, fairly
and accurately reflect the Company’s financial information
and reporting of transactions;
(ii) ensure that the financial statements and other
financial information included in periodic reports is
prepared in accordance with generally accounting principles
and fairly presents in all material respects the financial
condition, results of operations and cash flows of the
(iii) maintain such disclosure controls and procedures to
ensure that material information relating to the Company is
made known to management, particularly during the periods
in which the Company’s periodic report are being prepared;
(iv) maintain such internal controls and procedures for
financial reporting to provide reasonable assurances that
the Company’s financial statements are fairly presented in
conformity with generally accepted accounting principles;
(v) prohibit the establishment of any material undisclosed
or unrecorded funds or assets;
(vi) disclose material off-balance sheet transactions in
compliance with applicable laws and regulations; and
(vii) otherwise present information in a clear and orderly
manner and minimize the use of legal and financial jargon
in the Company’s periodic reports.
Each Team Member who contributes in any way to the
preparation or verification of the Company’s financial
statements and other financial information must take all
necessary steps to ensure that the Company provides full,
fair, accurate, timely and understandable disclosure. Team
Members must also cooperate with the Company’s accounting
and internal audit departments, as well as the Company’s
independent public accountants.
L. Compliance with Laws, Rules and Regulations
All Team Members must obey all applicable local and state
laws, governmental rules and regulations in the states in
which the Company operates, as well as all applicable
federal laws. Particularly, the Company is committed to:
(i) maintaining a workplace that is free from
discrimination or harassment based on race, gender, age,
color, religion or any other characteristic that is
unrelated to the Company’s interests or otherwise protected
(ii) complying with all applicable environmental, health
and safety laws;
(iii) supporting fair competition and laws prohibiting
restraints of trade and other unfair trade practices;
(iv) prohibiting any unlawful and improper payments
(including bribes or kickbacks), gifts, favors or other
gratuities to suppliers, customers, U.S., state, local or
foreign government officials or other third parties; and
(v) complying with all applicable federal and state
securities laws, including laws prohibiting insider
III. Complaint/Inquiry Procedures
A. Reporting a Violation of this Code of Ethics.
The Company encourages Team Members to report all actual or
perceived violations of this Code of Ethics (referred to as
"Improper Conduct") to the anonymous Theft and Code of
Business Conduct and Ethics Hotline at (702) 495-3939 or to
the Company’s Ethical Ombudsman, regardless of who the
offender may be. Any individual who is asked, ordered,
directed or encouraged to engage in Improper Conduct,
witnesses Improper Conduct or otherwise acquires knowledge
of Improper Conduct, should immediately report the Improper
Conduct to the anonymous Hotline; or, to his or her manager
or supervisor or the Company’s Ethical Ombudsman.
Any manager or supervisor who observes Improper Conduct or
receives a complaint or report of Improper Conduct must
advise the Company’s Ethical Ombudsman immediately. In
addition, managers and supervisors are responsible for
maintaining a system of management controls which detect
and deter Improper Conduct. Failure by a manager or
supervisor to establish management controls or to report
Improper Conduct within the scope of this Code of Ethics
may result in disciplinary action against the manager or
supervisor, up to and including suspension or termination.
The Ethical Ombudsman is available to assist management in
establishing management systems and recognizing Improper
Reasonable care must be taken in dealing with suspected
Improper Conduct to avoid any of the following:
· Baseless allegations or allegations made with reckless
disregard for their truth or accuracy.
· Notifying a Team Member, representative or agent who is
suspected of Improper Conduct of such suspicion and/or
disclosing suspected Improper Conduct to others not
involved with the investigation before sufficient facts are
· Violations of a person's rights under law.
Accordingly, a manager or supervisor who learns of
suspected Improper Conduct should:
· Contact the Company’s Ethical Ombudsman or report the
suspected Improper Conduct to the Anonymous Theft and Code
of Business Conduct and Ethics Hotline, immediately.
· Defer to the Company’s Ethical Ombudsman to contact the
person suspected of Improper Conduct to further investigate
· Avoid discussing the matter with the person suspected of
Improper Conduct or with anyone other than the Company’s
Ethical Ombudsman, any person designated the Ethical
Ombudsman as acting on his behalf, or a duly authorized law
· Direct all inquiries from any attorney retained by the
suspected individual or any other representative of the
person suspected to the Company's General Counsel.
· Direct all inquiries from the media to the Company's
Prompt reporting of violations of this Code of Ethics is
important to the investigatory process. It is equally
important for Team Members to understand what constitutes a
violation of this Code of Ethics. Therefore, any Team
Member who would like additional information or advice with
respect to any particular act or conduct is encouraged to
consult with or seek the advice of the Company’s Ethical
Reports to the Anonymous Theft and Business Conduct and
Ethics Hotline may be made by calling (702) 495-3939.
Reports made to the Ethical Ombudsman may be made in person
or as follows:
Red Rock Resorts, Inc.
1505 S. Pavilion Center Dr.
Las Vegas, NV 89135
Direct: (702) 495-3698
Chief Accounting Officer
Red Rock Resorts, Inc.
1505 S. Pavilion Center Dr.
Las Vegas, NV 89135
Direct: (702) 495-3293
Red Rock Resorts, Inc.
1505 S. Pavilion Center Dr.
Las Vegas, NV 495-4251
Each Team Member will be given a copy of this Code of
Ethics and will be required to confirm receipt of the same
by signing a Team Member Acknowledgment Form.
B. The Investigatory Process.
All reports of violations of this Code of Ethics will be
handled in a sensitive and discrete manner. Confidentiality
will be maintained throughout the entire investigatory
process to the extent practicable and appropriate under the
circumstances to protect the privacy of persons involved.
However, the Company cannot guarantee confidentiality, and
there is no such thing as an "unofficial" or "off the
record" report. The Company must act upon all reports
received. Nonetheless, the Company will attempt to keep the
identity of anyone reporting Improper Conduct confidential,
unless: (1) the reporting person agrees to be identified;
(2) identification is necessary to allow the Company or law
enforcement officials to investigate or respond effectively
to the report; or (3) identification is required by law.
C. Protection Against Retaliation.
The Company does not tolerate acts of retaliation against
any individuals who make a good faith report of Improper
Conduct and any acts of retaliation should be reported to
your manager or supervisor or the Company’s Ethical
Ombudsman immediately. Retaliation against any individual
who makes a good faith report of an actual or possible
violation of this Code of Ethics or who assists in
providing information as part of an investigation made
pursuant to this Code of Ethics is also a violation of this
Code of Ethics.
D. Responsive Action.
Conduct that is determined to violate this Code of Ethics
will be dealt with appropriately. Responsive action may
include special or additional training, referral to
counseling and disciplinary action, such as warnings,
reprimands, withholding a promotion, reassignment,
temporary suspension without pay, compensation adjustments
IV. Disclosure/Amendments and Waivers
This Code of Ethics will be made available on the Company’s
website. The Company shall file a copy of this Code of
Ethics as an exhibit to its Annual Report on Form 10-K and
shall include a statement in such report indicating that it
has adopted this Code of Ethics, that a copy of this Code
of Ethics is available on its website and that it shall
disclose any amendment of this Code of Ethics or any waiver
of any provision of this Code of Ethics for any principal
financial officer, the CEO or any director on the Company’s
Any waiver of any provision of this Code of Ethics for any
executive officer, principal financial officer or director
may be made only by the entirety of the Board. The
provisions of this Code of Ethics may be waived for any
other Team Member by the Company’s Ethical Ombudsman, the
Compliance Committee or Audit Committee.
This Code of Ethics, as applied to the Company’s principal
financial officers, shall be our “code of conduct” within
the meaning of Section 406 of the Sarbanes-Oxley Act of
2002 and the rules promulgated thereunder.
THIS CODE OF ETHICS AND THE MATTERS CONTAINED HEREIN
ARE NEITHER A CONTRACT OF EMPLOYMENT NOR A GUARANTEE OF
CONTINUING COMPANY POLICY. WE RESERVE THE RIGHT TO
AMEND, SUPPLEMENT OR DISCONTINUE THIS CODE AND THE
MATTERS ADDRESSED HEREIN, WITHOUT PRIOR NOTICE, AT ANY