(As Amended and Restated November, 2010)
One of our most important assets is our well earned reputation for honesty, integrity and fair dealing that we have established with our customers, suppliers and employees and others in the markets and communities in which we conduct our business. Accordingly, our Board of Directors has adopted this Code of Business and Ethical Conduct which sets forth standards of ethical conduct that we expect all of our officers, employees and directors to meet when doing business or acting on the Company's behalf.
This Code of Business and Ethical Conduct addresses:
- Policies designed to foster compliance with the laws that apply to our business.
- Policies designed to foster ethical conduct in our business and in our dealings with customers, suppliers, and each other.
- Procedures by which you may obtain assistance in resolving any legal or ethical concerns or issues that you may have, including any questions as to whether actions you are planning, or have been asked, to take might violate this Code of Business and Ethical Conduct.
- Procedures for reporting, on a confidential and, if you so desire (and if permitted by law), on an anonymous basis, any concerns you may have about conduct you have observed at our Company that you believe might violate this Code of Conduct.
- Our Non-Retaliation Policy, which prohibits any officer or employee, regardless of his or her position at the Company, and any director, from retaliating or taking adverse action against you for raising or helping to resolve any ethical concerns.
- Standards of conduct that are specifically applicable to the Company's Chief Executive Officer, Chief Financial Officer and its other senior financial officers.
Each officer, employee and director is expected to become familiar with the policies and standards set forth in, and to comply fully with not only the letter but also the "spirit" of, this Code of Business and Ethical Conduct.
We expect all of our officers, employees and directors to comply with all federal, state and local laws and regulations that are applicable to us and our business. Laws and regulations encountered most frequently in our business are discussed below.
- Integrity of Company Records and Public Company Reports
Standard of Conduct Generally.Federal securities laws require public companies, such as our Company, to disclose complete and accurate financial and other business information regularly, so that our stockholders, and investors generally, will be able to make informed decisions about whether to purchase, sell or hold our shares. To meet the requirements of these laws, it is necessary that the financial statements and other business information that we disclose to the public be complete and not misleading in any material respect. As a result, it is our policy that all Company financial and other business records accurately reflect the transactions they purport to record. In particular, this policy requires that:
- no undisclosed or unrecorded fund or asset of the Company shall be established for any purpose.
- no false or misleading entries shall be made in the books or records of the Company for any reason and no officer or employee shall assist in any arrangement or scheme that results in any false or misleading entry.
- no payment or expenditure by the Company shall be approved without adequate supporting documentation and compliance with internal policies that may require prior approval from a supervisor or officer before such payment or expenditure is made.
- no payment or expenditure shall be made with the intention or understanding that any part of the payment or expenditure is to be used, either directly or indirectly, for any purpose other than the one expressly described by the supporting documentation.
- no agreement or commitment (whether written or oral) shall be made, other than routine sales transactions, that would entitle any customer to any discounts, warranty rights or other terms of sale that are not consistent with established Company sales and warranty policies, unless that agreement or commitment has been approved by an officer of the Company and a confirmation in writing of that agreement or commitment is placed in the Company's sales records.
Any officer or employee or other person who has any issues or concerns regarding any financial reporting, accounting or auditing matters, or is aware of any unrecorded fund or asset or any prohibited act in the financial area, including any of the acts described above, shall promptly report such matter to the Ethics Compliance Officer or Chairman of the Audit Committee in accordance with the procedures set forth in our Employee Complaint Procedure or any of the methods set forth in the "Reporting Violations" Section of this Code.
Corporate Records Management. It is essential that every employee practice excellent record management techniques by keeping only those business records and documents that are necessary and appropriate to our business and routinely discarding those records and documents that are no longer needed. Old and unnecessary records and documents are expensive to keep and make it more difficult to find what is useful for current work. All employees should be aware of our record retention guidelines and adhere to them in all aspects of their daily work. If you have any questions regarding our record retention policy or procedures, you should consult your supervisor, the officer in charge of your Department or the Ethics Compliance Officer. In particular:
- Retain in your offices only those records that you need for critical ongoing projects or for other essential business reasons.
- Remember that a record can consist of text, graphics or photographic images and is media-independent. As a result, employees should apply the same standards to electronic records, such as emails, as they do to those in hard-copy form.
- Remember that, as a general rule, records regarding employment and personnel matters must be kept for a much longer time period than other types of documents. Accordingly, if you have any questions regarding the retention of such records, please direct them to the Director of Human Resources or the Ethics Compliance Officer.
- If you learn or are informed of the initiation of any internal Company or any governmental investigation or any legal or government proceeding involving the Company or any aspect of its business, you may not destroy or discard any documents or records that may be relevant to that investigation or proceeding, even if doing so would otherwise be in accordance with the Company's routine record retention policies or procedures.
- Maintaining the Confidentiality of Inside Information and Prohibition Against Insider Trading
What is "Inside" Information. Inside Information (which also is sometimes referred to as "Material Non-Public Information") is any information that is not publicly known and that, if known, might be of significance to an investor in deciding whether to purchase, sell or hold the Company's stock. Such information will continue to be Inside Information until such time as the Company (or if the information belongs to a customer or supplier, until that customer or supplier) discloses that information to the public and investors have had the opportunity to absorb and understand that information.
Examples of Inside Information include the following types of information:
- Financial statements and other financial information, including not only historical financial statements, but also information or estimates about trends in the Company's operating results and forecasts or "projections" of future financial performance, unless the financial statements or forecasts have already been disclosed by the Company to the public;
- Information regarding business strategies or expansion or diversification plans, including information about or the commencement of negotiations of any potential business acquisition or merger;
- Information regarding any discussions or plans for paying dividends or changing our dividend policy or declaring any stock splits.
You may learn about Inside Information from internal reports or memoranda (written information), or from internal meetings or discussions (oral information), that relate to developments in the Company's business. Inside Information also includes non-public information that you receive, in the course of your employment or due to your position with the Company, from or about another company or firm, such as a customer, supplier or service provider, that may be doing business with the Company.
The examples of Inside Information listed above are intended for illustration purposes and are not intended to be exhaustive. There are other types of information that would constitute Inside Information.
Therefore, if you have any questions regarding whether any information you have obtained in the course of your employment with us constitutes Inside Information (whether that information relates to us or our business or to a firm or company with which we are doing any business or are in negotiations), then you should:
- immediately ask the Company's Chief Financial Officer for guidance, and
- refrain from engaging in any transactions in our stock, or in the stock or other securities of that other company, until you have been advised by our Chief Financial Officer that the information does not constitute or has ceased to constitute Inside Information.
Maintaining the Confidentiality of and Properly Using Inside Information.
Inside Information is a valuable asset that belongs to the Company. Each officer, employee and director has an obligation to safeguard the confidentiality of Inside Information and may use Inside Information only for the Company's benefit and then only for proper business purposes.
Most often, Inside Information is provided to or obtained by officers or employees in connection with the work that we do, and is not intended to be disclosed outside of these legitimate business activities. Because such Inside Information belongs to the Company (or to other companies we work with), you may not use Inside Information for your own personal benefit or advantage or the personal benefit or gain of any family member or any other person or business. Using Inside Information for one's own personal benefit or for the benefit of another person is no different than misappropriating any other assets or property belonging to the Company and any officer, employee or director that engages in such conduct is subject to dismissal.
Additionally, the mere disclosure of Inside Information may do serious harm to the Company. For example, unauthorized disclosures about on-going negotiations between the Company and another business may result in a termination of those negotiations by the other business, resulting in the loss of a valuable business opportunity to the Company. Disclosures concerning a new business plan or venture or the introduction of new services by the Company, may result in the loss to the Company of a competitive advantage it might otherwise have had over its competitors. Unauthorized disclosures of Inside Information also could lead to rumors that could result in "run ups" or severe declines in the Company's share prices that have no rational relationship to the importance or lack of significance of the information, thereby causing damage to the Company and its stockholders.
For these reasons, any personal use or unauthorized disclosure of Inside Information is a violation of this Code of Conduct which will result in disciplinary action that may include dismissal or demotion of the officer, employee or director who has engaged in such conduct.
Stock Transactions Prohibited While You Possess Inside Information.
In addition, while you are in the possession of any Inside Information, applicable laws and government regulations, and this Code of Conduct, prohibit you from purchasing or selling any shares of Company stock or the stock of any other company about which that Inside Information relates or engaging in any other securities transaction involving such shares of stock, because to do so would give you an unfair advantage to the person on the other side of your transaction and to other investors in the stock market, because they do not have access to that same information. Such trading is sometimes referred to as "insider trading" and if you engage in insider trading, you will face dismissal from the Company and you also may face civil and possibly even criminal penalties.
Under the law, a person who possesses Inside Information also may not pass along or "tip" that information to any other person (a "Tippee") who could take advantage of such information to buy or sell Company shares or shares of any other company about which the information relates. If you do so, not only will your "tippee" who buys or sells shares after receiving such information from you, but also you (as the "tipper"), will have committed a serious violation of the law, even if you (as the tipper) do not receive any economic benefit from the share transactions by your tippee. As a result, , as a matter of caution, when you are in possession of or have access to Inside Information or you are otherwise prohibited from trading in Company shares, you should not allow any of your family members or members of your household to do so, even if you have not disclosed any of the Inside Information to them. Otherwise, it may appear that they were tipped about that information by you and even the appearance of insider trading by a family member may lead to the initiation of a legal action against you and your family members by governmental authorities.
An employee that possesses Inside Information may resume trading in Company stock only after (i) that Information is released by the Company to the public and investors in the market have had the opportunity to absorb that information, or (ii) that Information ceases to be of importance to investors due to the occurrence of later events. Also, if you possess or have access to Inside Information, you may not disclose that Information to the public just to be able to trade in our shares. Instead, you will have to wait to buy or sell our shares until a later date when you are advised that it is acceptable to do so.
Avoiding Violations of Insider Trading Policies. A violation of the laws prohibiting trading in our shares while in possession of Inside Information can result in civil and criminal penalties. Such trading is naturally also a violation of this Code of Conduct and will result in your dismissal. If you have any questions concerning the propriety of a proposed transaction in Company shares, you should seek advice from the Company's Chief Financial Officer before proceeding with such a transaction. Also, there will be times when it will be difficult to determine whether or not particular non-public information in your possession is material and, therefore, constitutes "Inside Information." In that event, the cautious and prudent course of action, and the action required of you by this Code of Conduct, is to wait and postpone a transaction in the Company's shares until a later date when the relevant information has already been made public or is clearly no longer material.
- The Antitrust Laws
The principal purposes of antitrust laws, in the United States as well as in other countries, are to encourage, and to prohibit unreasonable restraints on, competition so that competition between businesses will be based on the quality and merits of their products and services and the attractiveness of the prices at which businesses sell their products or services. The antitrust laws govern a wide range of business activities, including the setting of prices and sales terms and the purchasing, selling and marketing of goods and services. It is the Company's policy to compete vigorously, based on the quality of its services and the attractiveness of the prices and other terms on which it markets and sells those services, and at the same time to adhere to both the letter and the spirit of the antitrust laws. Accordingly, it is our policy that every officer and employee is responsible for complying with the antitrust laws.
Complying with the Antitrust Laws.
General Policy. The antitrust laws are complex. Among other things, it is often difficult to determine whether proposed business activities violate such laws, as such determinations require the application of complex legal principles to particular facts and circumstances and such determinations can differ depending on the facts involved. As a result, it is important to review this Policy and, if you have any questions or doubts as to whether your conduct or actions, as an officer or employee of the Company, could result in violations of the antitrust laws, you should defer any action until you have consulted the Company's Ethics Compliance Officer regarding the matter. The Ethics Compliance Office will be able either to answer your questions and resolve your issues or to obtain such advice for you from the Company's legal counsel.
Specific Requirements. Set forth below are specific requirements with which our employees are expected to adhere:
- Do not provide information to any of our competitors relating to matters that could affect or that relate to our competitive position in our markets, including such matters as:
- The prices or the other terms on which we will sell our services;
- Our profit margins, operating costs, or profits;
- Our sales capacity or volume; and
- Our market share.
- Avoid private or non-public contacts with competitors that could create the appearance of improper discussions or understandings, whether the contact is in person, in writing, by telephone, through e-mail or through other means of electronic communication.
- Do not propose or enter into any agreements or understandings -- express or implied, formal or informal, written or oral - with any competitor, customer or supplier that would provide for or involve:
- The fixing of prices or other terms at which we or a competitor will sell our respective services or products to customers generally or to any specific customers or class or group of customers;
- The division of sales territories or markets or the allocation of customers or service offerings between us and any competitor; or
- Boycotting or refusing to deal with any customers or class or group of customers or suppliers.
Importance of Obtaining Prior Review.
The seriousness of an antitrust violation cannot be overemphasized. Certain violations such as price fixing and certain types of exclusive dealing arrangements, can result in felony prosecutions and the Company and employees may be fined and Company employees may be imprisoned for engaging in such conduct. Antitrust violations may also subject the Company to extremely costly litigation and damages. Any questions concerning transactions involving conduct of the types described above should be brought to the immediate attention of the Chief Executive Officer or Chief Financial Officer and you should refrain from proceeding with such a transaction until you are advised by the Chief Executive Officer or Chief Financial Officer of how you should proceed.
- Fair Employment Practices
We are committed to fair employment practices, including the prohibition against all forms of illegal discrimination. By providing equal access and fair treatment to all employees on the basis of merit, we improve our prospects for success while enhancing the progress of individuals and the communities where we conduct our business.
In particular, it is our policy not to discriminate on the basis of race, color, national origin, religion, sex, age, disability, sexual orientation or veteran status, nor will we tolerate any discrimination against or harassment of any employee. We also expect each of you at all times to treat your fellow employees fairly and with dignity and respect and as you would want to be treated by your fellow employees. If you have been subjected to or have information regarding unlawful discrimination or harassment, you should report this immediately to your supervisor or, if you so choose, to the Company's Ethics Compliance Officer or the Audit Committee Chairman.
Specifically, in furtherance of this policy:
- Merit qualifications (for example, education, experience, competencies, etc.) and other job-related criteria shall be the sole bases for all employment-related decisions affecting employees and applicants for employment with us.
- Employees shall be recruited, hired, trained, compensated and promoted without regard to a person's race, color, religion, national origin, sex, sexual orientation, age, veteran status or other characteristic protected by law.
- The work environment at Collectors shall be free of improper harassment, such as harassment directed at a person because of his or her race, religion, sex, etc. and, consequently, all officers, employees and directors shall refrain from:
- telling jokes, making remarks or displaying materials that ridicule or offend other employees, including, in particular, due to their race, ethnic group, religion, sex or sexual orientation, etc.
- making unwelcome sexual advances to another employee or person with whom you work.
- refusing to work or cooperate with any employees or other individuals because of their race, religion, ethnic group, sex or sexual orientation, etc.
- The privacy rights of employees shall be respected by using, maintaining and transferring employee personal data in accordance with applicable Company guidelines and procedures and not disclosing such data to any person who does not have the business need or authority, or the subject's consent, to have access to that data. While seeking to maintain employee privacy, however, we must reserve the right to monitor use of Company property (for example, computers, e-mail, phones, proprietary information, etc.) in accordance with applicable law.
If a conflict arises between the requirements of this Policy and any applicable laws or regulations, you should consult the Company's Director of Human Resources or the Ethics Compliance Officer to determine the most appropriate course of action.
- Cooperation with Government Agencies
It is our policy to cooperate with any reasonable request of federal, state, and local government investigators or agencies seeking information concerning Company or its operations for investigative or enforcement purposes. At the same time, our employees are entitled to the safeguards provided by law, including representation by counsel.
Accordingly, if any representative of any government agency requests an interview, or seeks data, copies of documents, or access to Company files or records (including those maintained by you as part of your responsibilities), you should immediately contact, and you also should refer that individual to, the Company's Chief Financial Officer or the Chief Executive Officer.
- Foreign Governmental Payments and Record Keeping Responsibilities
It is the policy of the Company to comply with the United States Foreign Corrupt Practices Act ("FCPA"), and with local laws, including the laws in any foreign country in which the Company may conduct operations, that are applicable to governmental payments. The FCPA is an anti-bribery and record keeping statute that applies to the Company and its officers and employees worldwide. The paragraphs below set forth the Company's policy with respect to certain aspects of the FCPA.
Prohibition Against Payments to Government Officials. No officer or employee or any other person or organization representing the Company shall make (or condone) the making of any payments, in cash or in kind, to any U.S. or foreign government official to secure, maintain, or direct business, or for any other purpose. For purposes of the FCPA and this Policy, "government official" includes an employee of any government owned or government controlled entity or any public international organization, any political party or party official, or any candidate for public office. Securing, maintaining, or directing "business" can include securing government licenses, permits or approvals. Payments made indirectly through a third party also are prohibited.
Cash and Third Party Payments. To avoid even the appearance of impropriety, no payments to any third party, whether or not the third party is a government employee or official, shall be made in cash or in kind, including products, other than documented petty cash disbursements. No corporate checks shall be written to "cash," "bearer," or third party designees of the party entitled to payment. No payments shall be made outside the country of residence of the recipient without the prior written approval of the Company's Chief Financial Officer.
Company Consultants, Agents and Representatives. No officer or other employee may retain any consultant, agent or representative on behalf of the Company until sufficient due diligence has been performed to enable the Company to conclude, with reasonable assurance, that the consultant, agent or representative understands and will fully abide by the FCPA and this Code. The Company must have a written agreement with each of its consultants, agents and representatives, and the agreement must specifically bind the consultant, agent or representative to comply with this Code and to comply with the FCPA as if it directly applied to him, her or it.
Gifts and Business Entertainment. The Company's policies regarding gifts to and business entertainment with employees of non-governmental customers are set forth at page 14 of this Code. Without prior written approval of the Company's Chief Financial Officer, no entertainment or gifts may be offered, or travel expenses paid, to any U.S. or foreign government official (as defined above).
Facilitating Payments. "Facilitating payments" are small payments to a government official necessary to expedite or secure performance of a routine governmental action, such as obtaining official documents, processing governmental papers, or providing postal or utility services. Facilitating payments never include payments made to assist in obtaining or retaining business, which would constitute a violation of this Policy and this Code. Although discouraged, facilitating payments may be made in countries other than the United States where such payments are a recognized and open practice, but only with prior written approval of the Company's Chief Financial Officer.
Political Contributions. In certain countries, political contributions are lawful and are expected as a matter of good corporate citizenship. Under these circumstances, contributions may be appropriate if prudent in amount and otherwise consistent with the exercise of good judgment. As a matter of prudence, however, use of Company funds or assets to make political contributions, directly or indirectly, must be approved in advance and in writing by the Company's Chief Financial Officer.
Books and Records and Company Assets. You must help to ensure that corporate books and records (which include virtually all forms of business documentation) accurately and fairly reflect, in reasonable detail, all Company transactions and dispositions of Company assets. No undisclosed or unrecorded fund or asset may be established or maintained for any purpose. You may not participate in falsifying any accounting or other business record, and you must respond fully and truthfully to any questions from the Company's internal or independent auditors.
Compliance and Consequences of Non-Compliance. Failure to comply with the FCPA, this Policy or this Code will be grounds for termination or other disciplinary action. Designated personnel will be asked to certify annually that they have read this Code and have complied with its provisions. If you have any questions about these policies or information concerning possible violations of the FCPA or this Policy, you should contact the Company's Chief Financial Officer.
In addition to the other applicable provisions of this Code, the Company's Chief Executive Officer, Chief Financial Officer and other senior financial officers shall comply with the following specific policies regarding financial accounting, reporting, disclosures and internal controls.
The Chief Executive Officer, Chief Financial Officer and each of the other senior financial officers of the Company:
- are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Accordingly, it is the responsibility of those officers promptly to bring to the attention of the Audit Committee any material information of which any such officer may become aware that affects the disclosures made or to be made by the Company in public filings and to assist the Audit Committee in fulfilling its oversight responsibilities with respect to the Company's financial reports.
- shall promptly bring to the attention of the Audit Committee any information that such officer may have concerning:
- significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize or report financial data; or
- any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.
- shall promptly bring to the attention of the Ethics Compliance Officer or the Audit Committee any information that any such officer may have concerning any violation of this Code, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company's financial reporting, public disclosures or internal controls.