- INTRODUCTION
This Code of Ethics for
Principal Executive and
Senior Financial Officers,
or the Code, helps maintain
the Company's standards of
business conduct and
ensures compliance with
legal requirements,
specifically Section 406 of
the Sarbanes-Oxley Act of
2002 and SEC rules
promulgated thereunder. The
purpose of the Code is to
deter wrongdoing and
promote ethical conduct.
The matters covered in this
Code are of the utmost
importance to the Company,
our stockholders and our
business partners, and are
essential to our ability to
conduct our business in
accordance with our stated
values.
The Code is applicable
to the following persons,
referred to as the
Officers:
- Our principal
executive officer,
- Our principal
financial officer,
- Our principal
accounting officer or
controller, and
- Persons performing
similar functions.
Ethical business conduct
is critical to our
business. The Officers are
expected to read and
understand this Code,
uphold these standards in
day-to-day activities, and
comply with all applicable
policies and
procedures.
Because the principles
described in this Code are
general in nature, the
Officers should also review
the Company's other
applicable policies and
procedures for more
specific instruction, and
contact the Legal
Department if they have any
questions.
Nothing in this Code, in
any company policies and
procedures, or in other
related communications
(verbal or written) creates
or implies an employment
contract or term of
employment.
The Officers should sign
the acknowledgment form at
the end of this Code and
return the form to the
Human Resources Department
indicating that they have
received, read, understand
and agree to comply with
the Code. The signed
acknowledgment form will be
located in the Officers'
personnel files. Each year
as part of their annual
review the Officers will be
asked to sign an
acknowledgment indicating
their continued
understanding of the
Code.
- HONEST AND
ETHICAL CONDUCT
We expect all Officers
to act with the highest
standards of honesty and
ethical conduct while
working on the Company's
premises, at offsite
locations where Company
business is being
conducted, at Company
sponsored business and
social events, or at any
other place where the
Officers are representing
the Company.
We consider honest
conduct to be conduct that
is free from fraud or
deception and marked with
integrity. We consider
ethical conduct to be
conduct conforming to
accepted professional
standards of conduct.
Ethical conduct includes
the ethical handling of
actual or apparent
conflicts of interest
between personal and
professional relationships,
as discussed in more detail
in Section III below. By
expecting the highest
standards of honesty and
ethical conduct, we expect
our Officers to stay far
from the line
differentiating honesty
from dishonesty and ethical
conduct from unethical
conduct.
In trying to determine
whether any given action is
appropriate, use the
following test. Imagine
that the words you are
using or the action you are
taking is going to be fully
disclosed in the media with
all the details, including
your photo. If you are
uncomfortable with the idea
of this information being
made public, perhaps you
should think again about
your words or your course
of action.
In all cases, if you are
unsure about the
appropriateness of an event
or action, please seek
assistance in interpreting
the requirements of these
practices by contacting the
Legal Department.
- CONFLICTS OF
INTEREST
An Officer's duty to the
Company demands that he or
she avoid and disclose
actual and apparent
conflicts of interest. A
conflict of interest exists
where the interests or
benefits of one person or
entity conflict with the
interests or benefits of
the Company. Examples
include:
- Employment/Outside
Employment.
In consideration of
employment with the
Company, an Officer is
expected to devote their
full attention to the
business interests of the
Company. Officers are
prohibited from engaging in
any activity that
interferes with their
performance or
responsibilities to the
Company or is otherwise in
conflict with or
prejudicial to the Company.
Our policies prohibit
Officers from accepting
simultaneous employment
with a Company supplier,
customer, developer or
competitor, or from taking
part in any activity that
enhances or supports a
competitor's position.
Additionally, Officers must
disclose to the Company's
Corporate Governance and
Nominating Committee any
interest that they have
that may conflict with the
business of the
Company.
- Outside
Directorships.
It is a conflict of
interest to serve as a
director of any company
that competes with the
Company. Although Officers
may serve as a director of
a Company supplier,
customer, developer, or
other business partner, our
policy requires that he or
she first obtain approval
from the Company's
Corporate Governance and
Nominating Committee before
accepting a directorship.
Any compensation an Officer
receives should be
commensurate to their
responsibilities. Such
approval may be conditioned
upon the completion of
specified actions.
- Business
Interests.
If an Officer is
considering investing in a
Company customer, supplier,
developer or competitor, he
or she must first take
great care to ensure that
these investments do not
compromise their
responsibilities to the
Company. Our policy
requires that an Officer
first obtain approval from
the Company's Corporate
Governance and Nominating
Committee before making
such an investment. Many
factors should be
considered in determining
whether a conflict exists,
including the size and
nature of the investment;
the Officer's ability to
influence the Company's
decisions; his or her
access to confidential
information of the Company
or of the other company;
and the nature of the
relationship between the
Company and the other
company.
- Related
Parties.
As a general rule,
Officers should avoid
conducting Company business
with a relative or
significant other, or with
a business in which a
relative or significant
other is associated in any
significant role. Relatives
include spouse, sister,
brother, daughter, son,
mother, father,
grandparents, aunts,
uncles, nieces, nephews,
cousins, step
relationships, and in-laws.
Significant others include
persons living in a spousal
(including same sex) or
familial fashion with an
employee.
If such a related party
transaction is unavoidable,
an Officer must fully
disclose the nature of the
related party transaction
to the Company's Corporate
Governance and Nominating
Committee, which must
review and approve the
transaction in writing in
advance. The most
significant related party
transactions, particularly
those involving the
Company's directors or
executive officers, must be
reviewed and approved in
writing in advance by the
Company's Board of
Directors. The Company must
report all such material
related party transactions
under applicable accounting
rules, Federal securities
laws, SEC rules and
regulations, and securities
market rules. Any dealings
with a related party must
be conducted in such a way
that no preferential
treatment is given to this
business.
The Company discourages
the employment of relatives
and significant others in
positions or assignments
within the same department
and prohibits the
employment of such
individuals in positions
that have a financial
dependence or influence
(e.g., an auditing or
control relationship, or a
supervisor/subordinate
relationship). The purpose
of this policy is to
prevent the organizational
impairment and conflicts
that are a likely outcome
of the employment of
relatives or significant
others, especially in a
supervisor/subordinate
relationship. If a question
arises about whether a
relationship is covered by
this policy, the Human
Resources Department is
responsible for determining
whether an applicant's or
transferee's acknowledged
relationship is covered by
this policy. The Human
Resources Department shall
advise all affected
applicants and transferees
of this policy. Willful
withholding of information
regarding a prohibited
relationship/reporting
arrangement may be subject
to corrective action, up to
and including termination.
If a prohibited
relationship exists or
develops between two
employees, the employee in
the senior position must
bring this to the attention
of his/her supervisor. The
Company retains the
prerogative to separate the
individuals at the earliest
possible time, either by
reassignment or by
termination, if
necessary.
- Payments or
Gifts from Others.
Under no circumstances
may an Officer accept any
offer, payment, promise to
pay, or authorization to
pay any money, gift, or
anything of value from
customers, vendors,
consultants, etc. that is
perceived as intended,
directly or indirectly, to
influence any business
decision, any act or
failure to act, any
commitment of fraud, or
opportunity for the
commission of any fraud.
Inexpensive gifts,
infrequent business meals,
celebratory events and
entertainment, provided
that they are not excessive
or create an appearance of
impropriety, do not violate
this policy. Questions
regarding whether a
particular payment or gift
violates this policy are to
be directed to the Legal
Department.
Gifts given by the
Company to suppliers or
customers or received from
suppliers or customers
should always be
appropriate to the
circumstances and should
never be of a kind that
could create an appearance
of impropriety. The nature
and cost must always be
accurately recorded in the
Company's books and
records.
- Other
Situations.
Because other conflicts
of interest may arise, it
would be impractical to
attempt to list all
possible situations. If a
proposed transaction or
situation raises any
questions or doubts,
consult the Legal
Department.
- Corporate
Opportunities.
Officers 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 specifically
authorized the Officer in
writing to pursue such
opportunity.
- DISCLOSURE TO
THE SEC AND THE PUBLIC
Our policy is to provide
full, fair, accurate,
timely, and understandable
disclosure in reports and
documents that we file
with, or submit to, the SEC
and in our other public
communications.
Accordingly, our Officers
must ensure that they and
others in the Company
comply with our disclosure
controls and procedures and
our internal controls for
financial reporting. This
includes the following:
Assuming an attitude of
personal responsibility for
the quality of Newport's
public disclosures. Quality
encompasses accuracy,
completeness, timeliness,
compliance with applicable
legal and regulatory
requirements, and overall
fairness.
Contributing to the
quality of Newport's
financial statements and
related public disclosures
by making sure information
you develop or provide is
accurate, complete,
objective, relevant, timely
and understandable.
Endeavoring to identify
and correct (i) false or
misleading information that
may be relied upon by the
Company, its counsel or
auditors; (ii)
inappropriate, false or
artificial entries in the
books and records of the
Company; and (iii)
accounting or tax practices
designed to disguise or
alter the source,
application or
classification of funds or
assets.
- COMPLIANCE WITH
GOVERNMENTAL LAWS, RULES
AND REGULATIONS
The Officers must comply
with all applicable
governmental laws, rules
and regulations. The
Officers must acquire
appropriate knowledge of
the legal requirements
relating to his or her
duties sufficient to enable
him or her to recognize
potential dangers and to
know when to seek advice
from the Legal Department.
Violations of applicable
governmental laws, rules
and regulations may subject
the Officers to individual
criminal or civil
liability, as well as to
discipline by the Company.
Such individual violations
may also subject the
Company to civil or
criminal liability or the
loss of business.
- VIOLATIONS OF
THE CODE
Part of an Officer's job
and ethical responsibility
is to help enforce this
Code. Officers should be
alert to possible
violations and shall
promptly report possible
violations to the Legal
Department and/or the Audit
Committee. Officers must
cooperate in any internal
or external investigations
of possible violations.
Reprisal, threats,
retribution or retaliation
against any person who has
in good faith reported a
violation or a suspected
violation of law, this Code
or other Company policies,
or against any person who
is assisting in any
investigation or process
with respect to such a
violation, is
prohibited.
Actual violations of
law, this Code, or other
Company policies or
procedures must be promptly
reported to the Legal
Department and/or the Audit
Committee.
The Company will take
appropriate action against
any Officer whose actions
are found to violate the
Code or any other policy of
the Company. Disciplinary
actions may include
immediate termination of
employment at the Company's
sole discretion. Where the
Company has suffered a
loss, it may pursue its
remedies against the
individuals or entities
responsible. Where laws
have been violated, the
Company will cooperate
fully with the appropriate
authorities.
- WAIVERS AND
AMENDMENTS OF THE CODE
We are committed to
continuously reviewing and
updating our policies and
procedures. Therefore, this
Code is subject to
modification. Any amendment
or waiver of any provision
of this Code must be
approved in writing by the
Company's Board of
Directors and promptly
disclosed pursuant to
applicable laws and
regulations.
- ACKNOWLEDGMENT
OF RECEIPT OF CODE OF
ETHICS FOR PRINCIPAL
EXECUTIVE AND SENIOR
FINANCIAL OFFICERS
I have received and read
the Company's Code of
Ethics for Principal
Executive and Senior
Financial Officers, or the
Code. I understand the
standards and policies
contained in the Code and
understand that there may
be additional policies or
laws specific to my job. I
further agree to comply
with the Code.
If I have questions
concerning the meaning or
application of the Code,
any Company policies, or
the legal and regulatory
requirements applicable to
my job, I know I can
consult the Human Resources
Department or the Legal
Department, knowing that my
questions or reports to
these sources will be
maintained in confidence.
_______________________________
Officer Name
_______________________________
Signature
_______________________________
Date
Please sign and return
this form to the Human
Resources Department