E.W. Scripps Co.: Statement of Policy on Ethics and Professional Conduct
For purposes of this statement of policy, The E.W. Scripps Company and each of its subsidiaries will be referred to as the Company.
The businesses in which the Company is engaged embody a public trust. We firmly believe that integrity and credibility are inherent to our success. It is essential that each of us maintains the highest standards of conduct. Every precaution must be taken to avoid any act, however innocent, that might appear questionable or improper to others. We have developed this Statement of Policy on Ethics and Professional Conduct to help each of us understand the importance of maintaining public trust and confidence.
While we cannot set forth covenants to prejudge every situation, we believe the following guidelines create a climate in which appearances of misconduct or improper activity are avoided.
The success of our Company is closely related to the level of confidence that the public has with our newspapers, television stations, entertainment endeavors and other business initiatives. The services we provide to the public place us in a position of trust. A high level of confidence and trust can be maintained only if we adhere to the highest standards of ethical behavior in the performance of our duties. We are committed to meeting those standards without compromise.
For the benefit of our customers, co-workers and shareholders, we shall conduct all phases of our business honestly and ethically, with our best skills and judgment.
RIGHTS AND RESPONSIBILITIES
As a matter of policy, the Company will strive to provide a work environment that allows employees to perform to their maximum potential. It is essential that the work environment remain free of age, racial, ethnic, religious or sexual bias and harassment of any kind. The Company is committed to maintaining a workplace that fosters mutual respect and promotes productive working relationships.
EQUAL EMPLOYMENT POLICY
The Company is an Equal Opportunity Employer as a matter of law, ethics, and good business practice. The Company provides equal employment opportunities and bases its employment decisions on sound business reasons without regard to race, religion, color, national origin, gender, age, disability, or on any other basis which would be in violation of any applicable ordinance or law. The Company will make reasonable accommodations for qualified individuals with known disabilities.
Abuse of alcohol or use of illegal drugs interferes with effective and safe job performance, which is a matter of Company concern. Employees are prohibited from using, possessing, distributing, selling, manufacturing, or being under the influence of alcohol or illegal drugs while on the job. It is understood that some employees may at times be required to attend, as one of their duties, events where alcohol is served. While consuming alcohol on such an occasion is not prohibited, employees must observe legal, business and common-sense guidelines.
Employees may not conduct personal business under circumstances which might mislead the public into believing that person represents the Company. No employee may use his or her position for personal gain or in any way that is detrimental to the Company.
PERSONAL USE OF COMPANY ASSETS
Employees may not use, or permit others to use, Company materials, supplies, equipment, funds or co-workers for personal purposes. Any exceptions must be properly authorized and, when applicable, appropriate provision must be made for reimbursement to the Company.
No employee may submit the work of another person without complete attribution of the true source.
SAFETY, HEALTH AND ENVIRONMENT
The Company intends to provide safe operating procedures, to promote its employees' health, and to care and encourage regard for the environment among co-workers and in the community.
COMPLIANCE WITH LAWS
All employees must comply with the letter and spirit of all applicable laws. All relationships with governmental and community officials must be conducted in strict observance of applicable laws.
GENERAL - Protecting Confidential Information
Depending on the nature of their work with the Company, some employees may have access to information about the Company that is either competitively sensitive or needs to be held in confidence until a public announcement is made. To protect such confidential information, and to comply with securities regulations, employees must exercise the utmost care to avoid inadvertent disclosure through public or casual discussion which may be overheard or misinterpreted.
News employees may obtain confidential information about the Company, which is given to them based on their relationship with the Company other than that of a reporter or editor. In such cases, the news employee should honor the Company's need for confidentially until such time as the Company releases it as public information.
Trading or tipping in the Company's stock on the basis of non-public information about the Company is strictly forbidden. Violations are criminally punishable under federal and state securities laws.
If an employee is in possession of material non-public information regarding the Company, he may not trade directly or indirectly in the Company's securities or disclose (tip) any such information to another person. Material information is any information that an investor would consider important in deciding to buy, hold or sell securities of the Company. In short, any information that could reasonably affect the price of Company stock is material. Examples of matters that may be material include: earnings forecasts, preliminary financial results, possible acquisitions, dispositions or joint ventures, the acquisition or loss of a significant contract, dividend actions and stock splits, important product developments, significant financing developments and the status of labor negotiations.
REQUESTS FOR INFORMATION/PUBLIC DISCUSSION
Requests for information relating to the Company should be referred to the Corporate Communications and Investor Relations Department. Additionally, press releases prepared by Company employees should be reviewed by the corporate communications department prior to dissemination if, when taken as a whole, the information contained therein could reasonably be expected to affect the price of Company stock.
CONFLICTS OF INTEREST
A conflict of interest may arise if an employee engages in activities, or advances any personal interests, at the expense of the Company. It is up to each employee to avoid situations in which his or her loyalty may become divided. Common types of conflicts include: using the Company's proprietary information for any outside employment, assisting competitors, or competing against the Company.
OUTSIDE AFFILIATIONS/COMPETITION WITH THE COMPANY
An employee may not serve as a director, consultant, agent or employee of enterprises which conduct or seek to conduct business with the Company or which compete with or seek to compete with the Company, except with the knowledge and written consent of the Company's Compliance Officer.
Employees may not, directly or indirectly, compete with the Company in any manner whatsoever, nor can they assist others in doing so. All part-time or freelance work which may be deemed in possible competition with the Company must receive prior approval from the employee's appropriate supervisor.
While having a second job is not prohibited, it must not encroach on the standard Company workday, interfere or conflict with the employee's regular duties, or necessitate long hours which may affect working effectiveness.
Company Directors who are not employees are expected to avoid affiliations which would violate the foregoing and to disclose, in writing, any such affiliations; to the Executive Committee of the Company's Board of Directors.
An employee and any member of his or her immediate family may have no ownership interest* in enterprises which conduct or seek to conduct business with the Company or which compete with the Company, except an interest that has been properly disclosed.
*An interest in the form of publicly traded securities in such enterprises, so long as the interest does not exceed 1% of the outstanding shares of the company in question, does not have to be disclosed.
Employees are encouraged to become involved in the communities where they live, but should be aware of potential conflicts which could arise as a result of the Company's news business. Reporters and editors are in a unique position and must be particularly sensitive to potential conflict of interest issues.
CONDUCTING COMPANY BUSINESS
An employee may not represent the Company in any transaction between the Company and an enterprise in which the employee has an interest, unless approved by the president, publisher or general manager at the employee's property location.
ACCOUNTING AND RECORD KEEPING
Accuracy and reliability in the preparation of all business records is mandated by law and is of critical importance to the Company's decision-making processes. Each employee is expected to record and report all information accurately and honestly. It is very important that the Company's books reflect all components of all transactions. Employees are expected to cooperate fully with internal and outside auditors. Employees shall not make any misrepresentation or dishonest statement in conducting the Company's business.
BUSINESS GIFTS, MEALS, SERVICES AND ENTERTAINMENT
Employees should not place themselves under an actual or apparent obligation to anyone by borrowing money or by accepting gifts, entertainment or other personal favors. In today's competitive business climate the offering or receipt of promotional materials or gifts is not unusual. However, it is contrary to the policy of the Company for an employee to accept a gift or gratuity when it is given with the expectation of reward or influence. Acceptance of any gift of substantial value could lead to misperceptions of conflict.
Company employees should consider whether a gratuitous transaction is consistent with accepted business practices and whether, in the view of an independent observer, public disclosure of the matter would embarrass the Company. It is always improper for an employee and members of the immediate family who live with him or her to request anything that could be construed as an attempt to influence the performance of duties.
The acceptance or giving of bribes, kickbacks or other remuneration to any government official, political party, corporation, individual or organization is always prohibited.
The Company remains independent in all political matters and will not make monetary contributions, directly or indirectly, to political campaigns or causes, or to political parties. Moreover, its officers will not make such contributions acting on behalf of the Company. Rare exceptions may be made to this prohibition, but then only if permitted by law and approved by the President of the Company.
Although the Company is independent in all political matters, employees are encouraged to register to vote, with party affiliations, and to vote. Employees may pursue their own personal political activities, but may not, either inadvertently or intentionally, represent their personal views or contributions to be those of the Company. Employees must avoid any suggestion that their relationship with the Company constitutes an endorsement of any kind.
Journalists and others working in newsrooms must abide by a more restrictive standard, given the disinterested neutrality from which news organizations must work. They must not serve in elected or politically appointed positions. They must not participate in political fund-raising, political organizing, nor other activities designed to enhance a candidate, a political party or a political-interest organization. They must not make contributions of record to political campaigns nor engage in other such activity that might associate an employee's name with a political candidate or a political cause.
The Company will comply with all laws pertaining to antitrust and competition. Such laws generally forbid any kind of understanding or agreement, whether written or oral, between competitors to fix or control prices, terms, conditions of sales, customers, markets, boycotts, or to engage in any other conduct that restrains competition. Since competition laws may be unclear in their application, employees must be sensitive to the possibility of legal concerns under these laws and must consult with corporate management when concerns arise during the consideration of any action of competitive significance.
No employee or director may divert an opportunity for the Company for his own benefit or for the benefit of any member of his immediate family. An "opportunity for the Company" is a business opportunity in the Company's line of business which the Company is financially able to undertake and which has not been rejected by a majority of the disinterested directors of the Company after full disclosure.
All work produced during the course of employment belongs to the Company, and no further use, distribution or commercial exploitation of it may be made without prior written authorization.
The Company's Electronic Mail (E-Mail) system is part of the business environment and should be used for company purposes only. As with all Company documents, employees do not have a personal privacy right in any material that is created, received or sent from our E-Mail system. The Company reserves the right to monitor the E-Mail system to assure that its property is being used for business purposes only. E-Mail correspondence is discoverable in accordance with federal and state court rules.
The Company's Voice Mail system is also part of the business environment and should only be used for company purposes. Employees do not have a personal privacy right in messages that are created or received. The Company reserves the right to monitor the Voice Mail system to assure that its property is being used for business purposes only. (It is understood that employees are likely to receive messages from family and friends, but personal messages should be kept to a minimum.)
The Company is committed to the establishment and enforcement of effective information security. Information is a corporate asset and the Company and its employees must protect it from unauthorized modification, destruction, or disclosure, whether accidental or intentional.
Employees may have access to systems that require a password. Passwords must be kept confidential and must not be shared or disclosed with anyone inside or outside of the Company.
PERSONAL COMPUTER SOFTWARE
The Company licenses the use of computer software from a variety of outside businesses. Any duplication of licensed software, except for backup purposes, is a violation of Federal copyright law. Software that an employee uses at her or his office may not be duplicated for use on any other personal computer without the express permission of the general manager, or information system's manager, at the employee's property location.
COMPANY STANDARDS AND ENFORCEMENT
Every person who is a part of The E.W. Scripps Company's family has some responsibility associated with the ethics program. The Company is responsible for implementation and making available to all employees a copy of this booklet. Supervisors must be aware of the company's policies on conduct and ensure that all employees under their supervision are aware of and understand the Statement of Policy on Ethics and Professional Conduct. All employees are responsible for seeking clarification or requesting an exception if they believe the application of a section of this booklet would be inappropriate or detrimental to the Company.
ORGANIZATION AND PROCEDURES
The President of The E.W. Scripps Company is the Company's Compliance Officer and the Corporate Secretary is the Ethical Program Director. The Compliance Officer is responsible for the dissemination, execution and functioning of the ethical conduct program. The Program Director supports the Compliance Officer and is responsible for the
functioning of the program.
The standards described in each of the foregoing sections will be consistently enforced. Employees who violate these policies may be subject to a full range of disciplinary measures, including suspension or termination, responsibility for financial damages and possible criminal prosecution. Questions about the interpretation or administration of these guidelines, or about the investigation and enforcement procedures, should be referred to the Ethical Program Director.
Monitoring the effectiveness of the program will be done on a continual basis by the Ethical Program Director, reporting to the Company's Compliance Officer.
It has always been the Company's policy to conduct its business in an ethical manner. An employee should fully and promptly disclose to his or her direct supervisor in writing any violation or potential violation of these policies. If there is anything that an employee feels should be reported to the Company that he or she is unable for any reason to communicate through his or her supervisor, or is unable to resolve at the local operating level, that employee is encouraged to use the Company's Helpline. The Helpline augments established procedures. It was created to provide a confidential method for an employee to report any situation that he or she feels may not be in compliance with the Company's policies or with local laws and regulations.
The private Helpline can be accessed by calling 1-888-397-4911 (a toll-free number). This number will be answered only by the Ethical Program Director who will insure the matter is investigated, and that appropriate confidentiality is maintained. (If the Program Director is unavailable, a voice message may be left. Only the Program Director has access to this recording.) It is helpful if you leave your name when calling the Helpline so that a proper response can be made. However, identification is not mandatory. No retaliation will be made against any employee nor will notes be placed in an employee's personnel file regarding an inquiry to the Helpline.
INVESTIGATION OF REPORTS OF UNETHICAL CONDUCT
Upon receiving a report of unethical conduct, whether from the Helpline or a direct report from an employee, the Ethical Program Director will contact the Compliance Officer to discuss an internal investigation.
The Program Director will maintain a record of each report of unethical conduct he or she receives, including the name (or the identification number if a name was not given) of the reporting employee, the date and time the report is received, a summary of the conduct reported, and summary of the action taken. Such records shall be maintained for a period of one year after the report.
1. The Phone Call
Every call will be logged-in by the Ethical Program Director (EPD). The EPD will take down as much information as the reporting person will provide, such as:
Name of the reporting employee
If the caller prefers not to give a name, he/she will be assigned a number and asked to call back the following
day so that the employee can be advised of the action taken
The date and time the report is received
The employee's property location and department
A phone number to contact the employee
A summary of the conduct reported
If an employee makes a report directly to the Compliance Officer or the Ethical Program Director, the follow-up procedure will be the same as if a call was received on the Helpline.
2. The Investigation
Upon receiving a call, the EPD will begin an appropriate investigation.
If there is some basis to believe that unethical conduct may have taken place, the EPD will contact the Compliance Officer and arrange for a confidential internal investigation
The reporting employee is to be notified of the action taken
At no time will copies of any report be filed in the reporting employee's personnel file
All findings of unethical conduct shall be dealt with promptly. Penalties will be consistent with the employee's conduct and the circumstances surrounding that conduct. Discipline may be subject to a full range of disciplinary measures, including suspension or termination, responsibility for financial damages and possible criminal prosecution.
The Compliance Officer shall determine the penalty for any unethical conduct
Before the determination to discipline or not to discipline the employee is made, the employee shall be advised in writing of the conduct determined to be unethical and the employee shall be given the opportunity to present evidence or to make a statement on his own behalf to the Compliance Officer
The Compliance Officer or the EPD shall document all decisions regarding employee discipline for unethical conduct
If there is a determination of unethical conduct, the Ethical Program Director will meet with the department manager and/or division head to determine a means to prevent future misconduct
4. Monitoring The Program
Monitoring the effectiveness of the program will be done on a continual basis by the Ethical Program Director. The Company will take all reasonable steps to achieve compliance with its standards. Such steps include, but shall not be limited to: reminding employees of the program on a periodic basis, having a reporting system (Helpline) in place, utilizing internal auditing procedures, and sending insider trading reminders on a quarterly basis to officers of the Company.