Fisher Communications, Inc. Code of Conduct
FISHER COMMUNICATIONS, INC.
CODE OF CONDUCT
I. BUSINESS OF THE COMPANY
Fisher Communications, Inc., founded in 1910, is actively engaged through its operating subsidiaries in television and radio broadcasting and media services.
II. STATEMENT ON ETHICS
Since inception Fisher Communications, Inc. and its subsidiaries (collectively, the “Company
“) have conducted their businesses with honesty and integrity. Continuing this standard of conduct requires that all directors, officers and employees of the Company choose to conduct themselves in a lawful and ethical manner consistent with the highest standards of honesty and integrity. This Code of Conduct applies to all officers, directors and employees of the Company and has been adopted by the Board of Directors of Fisher Communications, Inc. to provide ethical standards and policies by which such persons will conduct themselves in order to promote integrity and sound business practices.
This Code of Conduct cannot detail each act or omission which would be contrary to its intent. The success of this statement depends upon our commitment to use good judgment and act in good faith. Nevertheless, it is possible to cite examples of acts or omissions which would be contrary to the statement. They include the following acts or omissions, each of which violates this Code of Conduct:
¨ Violations of the law, including, without limitation, those pertaining to broadcasting, the environment, anti‑competitive activity, interpersonal relations and taxation;
¨ Outside interest or activities which conflict with or adversely affect our Company or the performance of a Company representative;
¨ Disclosing inside or other confidential information or knowledge of or about our Company or our customers or utilizing any of this information or knowledge for personal gain or benefit;
¨ Acts or omissions which reasonably can be expected to affect the accuracy of books or records of our Company or transactions in which our Company engages;
¨ Receiving or offering gifts, favors or benefits which could raise a question of improper influence or conduct in the performance of one’s duties to the Company;
¨ Making illegal campaign contributions or otherwise engaging or participating in illegal or unethical activities;
¨ Misrepresenting authority;
¨ Using position or authority in a manner which compromises the reputation of the Company; and
¨ Doing business with others who do not conduct business in an ethical manner.
We recognize that perceptions can be as important as reality and that the appearance of not adhering to this Code of Conduct may be as damaging to our Company, its reputation and the conduct of its affairs as an actual act or omission. Should you have a question about the propriety of an act or omission contemplated by you or by others, you are encouraged to discuss the matter with your manager or the Company’s General Counsel or Vice President Human Resources.
In the final analysis, the ethics of a business enterprise are an extension of how we view ourselves and the standards by which we live. While ethics should be a matter of concern to each business enterprise, it should also be important to each of us individually – as it defines the environment in which we work and live.
We have chosen to work and live according to these high standards, and those who do not share in this choice are choosing to separate themselves from the Company. Application of these principles to day-to-day situations can sometimes raise difficult issues or questions. If you are ever in doubt about the propriety of a situation, consider the following questions. Responding “yes” to any of these questions may indicate a potential Code of Conduct violation or concern:
- Could it harm the reputation of Fisher?
- Could it be illegal or is it the wrong thing to do?
- Is it inconsistent with Fisher’s values or policies?
So, while failure to live up to the standards established by this statement may, where appropriate, lead to disciplinary action or separation, we anticipate that each person employed by the Company will enthusiastically support and maintain this standard of conduct.
III. FAIR DEALING AND COMPLIANCE WITH LAWS
Fundamental to the ethical conduct of our business is our commitment to provide fairly-priced, high quality products and services that meet the needs of those we serve. Consequently, you should deal fairly with the Company’s advertisers, business partners, suppliers, competitors, and employees. To that end, you are responsible to keep yourself informed of and in compliance with all applicable laws, rules, regulations and Company policies, including those relating to antitrust and competition matters, and payola, plugola and proper sponsorship identification.
Antitrust and competition laws are designed to promote fair and open competition by prohibiting unfair, restrictive or collusive business practices. It is the Company’s policy to comply fully with all such laws. U.S. antitrust laws prohibit, among other things, agreements or arrangements between competitors to fix or influence prices or to affect the number of advertising availabilities or limit the quantity of other services, or agreements to allocate markets. Unlawful agreements need not take the form of a written agreement, but can be based on oral commitments or informal understandings. Thus, employees should use caution when communicating with competitors. In addition to prohibiting price fixing and allocation of customers or markets, the U.S. antitrust laws forbid unfair or deceptive trade practices and other activities which may restrain or reduce competition.
Payola, and the practices of plugola and improper sponsorship identification, describe related kinds of prohibited broadcasting activities, all of which are serious violations of federal law. Payola occurs when an individual (as opposed to the station) receives money or anything of value to broadcast a song, show, or statement of any sort, without the sponsorship being mentioned on-air. Plugola occurs when a station employee broadcasts something of financial interest to himself or herself, without disclosing that interest on-air. Plugola is similar to payola, except that it need not involve an outside party or payment of any kind. Sponsorship identification rules are similar in concept to payola, but require the station or Company (as opposed to individuals) to provide on-air disclosure of any arrangement under which it receives money or anything of value to broadcast a song, show, or statement of any sort.
The above is not a comprehensive list of all laws and regulations applicable to our business; however, because of the complexity of these laws and the serious consequences to both the Company and the employees involved if such laws are violated, the Company’s General Counsel should be consulted if there is any question as to whether a particular practice or transaction complies with such laws.
IV. CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITIES
A. Conflicts of Interest
Each officer, director and employee has a responsibility to the Company, its shareholders and each other to perform job duties in pursuit of the Company’s best interests and to refrain from letting personal interests influence, or appear to influence, business activities. Employees, officers and directors are responsible for recognizing and avoiding any situation involving a conflict of interest. A conflict of interest exists when the duty of an employee, officer or director to give undivided business loyalty to the Company may be prejudiced by actual or potential personal benefit from another source. Employees, officers and directors should always strive to avoid even the appearance of a conflict of interest by avoiding any association or investment interest that interferes, might interfere, or might appear to interfere, with the independent exercise of judgment in the Company’s best interests.
Some scenarios that may pose potential conflict of interest problems include, but are not limited to, the following:
1. Placing Company business with relatives or friends, or working on a Company project that will have a direct impact on the financial interests of relatives or friends;
2. Encouraging companies dealing with the Company to buy supplies or services from relatives or friends;
3. Borrowing money from companies doing or seeking to do business with the Company other than on generally available terms;
4. Participating in the regulatory or other activities of a community or governmental body that have a direct impact on the business of the Company or its affiliates;
5. Engaging in a personal relationship with another employee or vendor that affects one’s ability to do one’s job or disrupts the workplace;
6. Serving as a director of any company that competes with the Company; and
7. Accepting unsolicited gifts or gratuities valued in excess of two hundred dollars ($200) from any customer, vendor, supplier, or other person doing or attempting to do business with the Company or its affiliates. Under no circumstances shall any director, officer or employee solicit gifts or gratuities in any form, nor accept any gifts or gratutities in the form of money (or equivalents such as stock, bonds or other financial instruments) from any customer, vendor, supplier, or other person doing business or attempting to do business with the Company or its affiliates.
Each employee, officer and director is responsible for recognizing situations in which a conflict of interest or the appearance of a conflict of interest is present or might arise and for taking appropriate action to eliminate or prevent such conflict or appearance of a conflict, including reporting the situation to the appropriate level of management. Where an employee, officer or director believes it is not possible to avoid any of these situations, or to avoid any other potential conflict of interest, the employee must inform his or her supervisor and make full written disclosure (in advance whenever possible) to the Company’s Chief Executive Officer (or, in the case of the Chief Executive Officer, to the Chairman of the Audit Committee of the Board of Directors). With respect to potential conflicts of interest involving directors, the Company expects that members of its Board of Directors will avoid conflicts of interest by disclosing to their fellow directors any personal interests in any action upon which the Board votes, and to recuse themselves from participation in any matters when there is a conflict between the interests of the Company and their personal interests.
B. Corporate Opportunities
Officers, directors and employees may not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company’s Board of Directors, and the Board of Directors explicitly declines to pursue such opportunity. The fact that a particular business opportunity is closely related to an existing line of business of the Company or represents a desirable avenue of expansion of Company activities is a strong indication that the Company might be interested in the opportunity. Officers, directors and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
V. IMPROPER PAYMENTS
No bribes, illicit rebates, kickbacks, or other illegal payments shall be made to government officials, customers, suppliers, prospective suppliers or customers, or anyone else, either directly or indirectly. These payments are strictly against the law and the Company’s policy. This policy applies not only to direct payments, but also to indirect payments, payments-in-kind, and payments to third parties (such as brokers, sales representatives, or manufacturer’s representatives) where an employee knows or even merely has reason to suspect that all or any part of the payment will be offered or paid as a bribe, kickback, or improper payment. Payment can take many forms, such as cash, gifts, trips, advantageous pricing on products or stock in public offerings.
VI. INSIDER TRADING POLICY
In accordance with the Company’s Insider Trading Policy, which is applicable to all Company directors, officers and employees, you are not allowed to trade in the securities of the Company or of any other entity when you are aware of “material nonpublic information.” You may not use material nonpublic information for personal gain, nor may you “tip” others to make investments based on the information. You should be very careful when investing in or discussing the Company, or the companies with which it does business so that your activities will not be perceived as insider trading or facilitating the insider trading activities of others. The penalties for insider trading can include imprisonment and/or fines.
For more detailed information, including some examples of “material nonpublic information,” see the Company’s Insider Trading Policy and Addendum.
VII. CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS
The Board of Directors of the Company has separately adopted a code of ethics governing the professional and ethical conduct for the Company’s Chief Executive Officer and senior financial officers (the “Code of Ethics
“). The Company’s Chief Executive Officer and senior financial officers are expected to comply in full with this Code of Conduct in addition to the Code of Ethics.
Directors, officers and employees are required to maintain the confidentiality of non-public information and records entrusted to them by the Company, and any other confidential information that comes to them, from whatever source, in the course of performing their responsibilities as a director, officer or employee of the Company, except when disclosure is necessary to conduct Company business, authorized by the Company’s General Counsel if the non-public information is material, or required by laws, rules, regulations or legal process.
IX. PROTECTION AND PROPER USE OF ASSETS
Company assets, such as information, supplies, equipment, materials, intellectual property, software, hardware and facilities, among other Company properties and assets, are valuable resources owned or licensed by or otherwise belonging to Fisher and are to be used solely for Company purposes. Safeguarding this property from loss, damage or theft is the responsibility of all employees, and this includes, among other things, avoiding actions that are likely to damage or diminish the reputation of Fisher. No person shall take Fisher property or assets for personal use or gain, nor shall Fisher property or assets be given away, sold or traded without proper authorization. Incidental and immaterial personal use of assets such as computers and other equipment, telephones and supplies and other personal usage in accordance with the Company’s Team Member Handbook are permitted exceptions to this policy.
X. PUBLIC REPORTING
Company employees are responsible for the accurate and complete reporting of financial
information within their respective areas of responsibility and for the timely notification to the
Chief Financial Officer of the Company of significant transactions, trends and other financial or non-financial information that may be material to the Company. Reports and documents that the Company files with or submits to the Securities and Exchange Commission, and other public communications, should contain full, fair, accurate, timely and understandable disclosure.
Any waiver (including an implicit waiver) that constitutes a material departure from a provision of this Code of Conduct (a “Code of Conduct Waiver
”) shall be publicly disclosed on a timely basis, to the extent required by applicable laws, rules and regulations. Any Code of Conduct Waiver must be approved in writing: (i) by the Company’s Board of Directors with respect to waivers for any director or executive officer of the Company; or (ii) by the Company’s Chief Executive Officer with respect to waivers for any other employee, agent or contractor.
XII. PENALTIES FOR VIOLATIONS OF THIS CODE OF CONDUCT
The matters covered in this Code of Conduct are important to the Company, its shareholders and its business partners. We expect all of our officers, directors and employees to adhere to these policies in carrying out their duties for the Company. Appropriate action will be taken against anyone whose actions are found to violate these policies. No improper or illegal behavior will be justified by a claim that it was ordered by someone of higher authority. No one, regardless of position, is authorized to direct an employee to commit a wrongful or illegal act. Any officer, manager or supervisor who directs, approves or condones infractions, or has knowledge of them and does not act promptly to report and correct them in accordance with this Code of Conduct, will also be subject to disciplinary action. It is each employee’s responsibility to resolve with the Company’s Chief Executive Officer any potential conflicts with this Code of Conduct. Directors having potential conflicts with this Code of Conduct shall resolve such conflicts with the Chairman of the Company’s Board of Directors, and potential conflicts involving the Chairman shall be resolved by the full Board.
The Company’s Board of Directors (or any Committee designated by the Board) is generally responsible for the enforcement of this Code of Conduct relating to Company directors and executive officers, and the Company’s Chief Executive Officer is generally responsible for the enforcement of this Code relating to all other persons. Upon receiving reports of alleged violations of the Code of Conduct, the Company will weigh relevant facts and circumstances, including but not limited to the extent to which the behavior was contrary to the express language or general intent of this Code of Conduct or other Company policies, the egregiousness of the behavior, the individual’s history with the Company and other factors which the Company deems relevant. Disciplinary actions may range from reprimand or censure to revocation of privileges to re-assignment, demotion, suspension or termination of employment or business relationship at the Company’s sole discretion. Where the Company has suffered a loss, it may pursue legal remedies against the persons or entities responsible. Where laws have been violated, the Company will cooperate with the appropriate authorities. In some cases, the Company may have a legal or ethical obligation to call violations to the attention of external enforcement authorities.
XIII. REPORTING OF COMPLAINTS
Whenever you believe that anyone, including another Fisher employee or director, has violated a provision of this Code of Conduct or has committed an illegal or unethical act, or any other act that causes harm to people or property (including fraud, theft or other suspected criminal activities), you should report it immediately. Suspected violations of this Code of Conduct may be reported directly to the Company’s General Counsel or Vice President Human Resources, or anonymously through the Company’s EthicsPoint complaint reporting system online at https://secure.ethicspoint.com/domain/en/default_reporter.asp
, or by telephone at 866-384-4277. You may also use the EthicsPoint complaints reporting system to anonymously report complaints regarding accounting, internal accounting controls, or auditing matters. All submitted complaints are received by the Company and the Chairman of the Audit Committee (with anonymity if requested). The Company will not tolerate retaliation for reports of violations which are made in good faith.
This statement is not intended to cover all areas of possible concern to the Company and its directors, officers and employees. This Code of Conduct, however, establishes the spirit and intent of a code of conduct which applies to all activities in our day‑to‑day operations.
If you have any questions about this Code of Conduct or whether particular conduct complies with the Code, you should discuss the situation with your manager or the Company’s General Counsel or Vice President Human Resources.
Nothing herein shall be deemed to preclude Fisher Communications, Inc. or any of its subsidiaries from adopting more detailed and/or unique policies with respect to it and its directors, officers and employees which are not in conflict with this Code of Conduct. That includes those policies and procedures contained in the Fisher Team Member Handbook, which applies to all Fisher officers and employees.