Lee Enterprises
201 N. Harrison St.
Davenport, IA
52801-1939
(563) 383-2100 |
LEE ENTERPRISES, INCORPORATED
CODE OF BUSINESS CONDUCT AND ETHICS
Introduction
This Code of Business Conduct and Ethics covers a wide range
of business practices and procedures. It sets out basic principles
to guide all employees of the Company. It is supplemented by
our Corporate Policies, Guidelines and Procedures, which, collectively,
provide a framework for prudent decision-making. All of our employees
must conduct themselves in accordance with this Code and seek
to avoid even the appearance of improper behavior. In this respect,
Lee's tradition is that we will engage in no business or political
arrangement that would be embarrassing to us if it were published
on the front page of the local paper.
An Enterprise can create a more restrictive policy if the
enterprise head believes such a policy would enhance the spirit
and intent of this policy.
This Code also should be provided to and followed by the company's
agents and representatives, including consultants.
If a law conflicts with a policy in this Code, you must comply
with the law; however, if a local custom or policy conflicts
with this Code, you must comply with the Code. If you have any
questions about these conflicts, you should ask your supervisor
how to handle the situation.
Employees who violate the standards in this Code will be subject
to disciplinary action. If you are in a situation that you
believe may violate or lead to a violation of this Code, follow
the guidelines described in Section 11 of this Code.
1. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation
on which this company's ethical standards are built. All employees
must respect and obey the laws of the cities, states and countries
in which we operate. Although not all employees are expected
to know the details of these laws, it is important to know enough
to determine when to seek advice from supervisors, managers or
other appropriate personnel. The company holds information and
training sessions to promote compliance with laws, rules and
regulations, including insider trading laws.
2. Conflicts of Interest
A "conflict of interest" exists when a person's private
interest interferes in any way with the interests of the company.
A conflict situation can arise when an employee, officer or director
takes actions or has interests that may make it difficult to
perform company work objectively and effectively. Conflicts of
interest also may arise when an employee, officer or director,
or family member, receives personal benefits from third parties
as a result of his or her position in the company. For example,
loans or guarantees of obligations of loans to employees and
their family members may create conflicts of interest.
It is almost always a conflict of interest for a company employee
to work simultaneously for a competitor, customer or supplier.
You are not allowed to work for a competitor as a consultant
or board member. Any employee who wishes to perform consulting
services of any kind must inform and obtain prior approval from
his or her publisher and respective operating vice-president.
In no event may an employee perform consulting services for a
competitor. Additionally, outside consulting is viewed as a conflict
of interest for salaried employees who are expected to devote
their professional efforts solely to the company.
The best policy is to avoid any direct or indirect business connection
with our customers, suppliers or competitors, except on our behalf.
Acceptance of gifts in a business relationship can also result
in a conflict of interest. No gift or entertainment should ever
be accepted by any company employee, directly or indirectly through
a family member or agent unless it: (1) is not a cash gift, (2)
is consistent with customary business practices, (3) is not excessive
in value, (4) cannot be construed as a bribe or payoff and (5)
does not violate any laws or regulations. Please discuss with
your supervisor any gifts or proposed gifts that you are not
certain are appropriate. Any gift given or received that is valued
in excess of $100 must be reported to the Vice President of Human
Resources.
Conflicts of interest are prohibited as a matter of company policy,
except under guidelines approved by the Board of Directors. Conflicts
of interest may not always be clear-cut, so if you have a question,
you should consult with higher levels of management or the company's
corporate attorneys. Any employee, officer or director who becomes
aware of a conflict or potential conflict should bring it to
the attention of a supervisor, manager or other appropriate personnel
or consult the procedures described in Section 11 of this Code.
3. Insider Trading
Employees who have access to confidential information are not
permitted to use or share that information for stock trading
purposes or for any other purpose except the conduct of our business.
All non-public information about the company should be considered
confidential information. To use non-public information for personal
financial benefit or to "tip" others who might make
an investment decision on the basis of this information is not
only unethical but also illegal. If you have any questions, please
consult the company's General Counsel.
4. Corporate Opportunities
Employees, officers and directors are prohibited from taking
personal gain through the use of corporate property, information
or position without the consent of the Board of Directors. No
employee may use corporate property, information or position
for improper personal gain, and no employee may compete with
the company, directly or indirectly. Employees, officers and
directors owe a duty to the company to advance its legitimate
interests when the opportunity to do so arises.
5. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. We
seek competitive advantages through superior performance, never
through unethical or illegal business practices. Stealing proprietary
information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by
past or present employees of other companies is prohibited. Each
employee should endeavor to respect the rights of and deal fairly
with the company's customers, suppliers, competitors and employees.
No employee should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation
of material facts, or any other intentional unfair-dealing practice.
To maintain the company's valuable reputation, compliance with
our quality processes and safety requirements is essential. In
the context of ethics, quality requires that our products and
services be designed and produced to meet our obligations to
customers. All inspection and testing documents must be handled
in accordance with all applicable regulations.
The purpose of business entertainment and gifts in a commercial
setting is to create good will and sound working relationships.
No gift or entertainment should ever be offered, given, or provided
by any company employee, directly or indirectly through a family
member of an employee or agent unless it: (1) is not a cash gift,
(2) is consistent with customary business practices, (3) is not
excessive in value, (4) cannot be construed as a bribe or payoff
and (5) does not violate any laws or regulations. Please discuss
with your supervisor any gifts or proposed gifts that you are
not certain are appropriate. Any gift given or received that
is valued in excess of $100 must be reported to the Vice President
of Human Resources.
6. Payments to Government Personnel
The U.S. Foreign Corrupt Practices Act prohibits giving anything
of value, directly or indirectly, to officials of foreign governments
or foreign political candidates in order to obtain or retain
business. It is strictly prohibited to make illegal payments
to government officials of any country.
In addition, the U.S. government has a number of laws and regulations
regarding business gratuities that may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or employee
of the U.S. government of a gift, favor or other gratuity in
violation of these rules would not only violate company policy
but could also be a criminal offense. State and local governments,
as well as foreign governments, may have similar rules. The company's
Corporate Counsel can provide guidance to you in this area.
7. Record-Keeping
Honest and accurate recording and reporting of information is
required of all employees. Records should always be retained
or destroyed according to the company's record retention policies.
In accordance with those policies, in the event of litigation
or governmental investigation please immediately consult the
company's Corporate Attorney, Sheri Curran, as set forth in the
company's legal policy. Maintain all records related to the matter
until after consultation with corporate legal counsel and your
operating vice president.
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
and approved by the company's CFO and Audit Committee.
Business records and communications often become public, and
we should avoid exaggeration, derogatory remarks, guesswork,
or inappropriate characterizations of people and companies that
can be misunderstood. This applies equally to e-mail, internal
memos and formal reports.
8. Confidentiality
Employees must maintain the confidentiality of confidential information
entrusted to them by the company or its customers, except when
disclosure is authorized by the company's General or Corporate
Counsel or required by laws or regulations. Confidential information
includes all non-public information that might be of use to competitors,
or harmful to the company or its customers, if disclosed. It
also includes information that suppliers and customers have entrusted
to us. The obligation to preserve confidential information continues
even after employment ends.
9. Protection and Proper Use of Company Assets
All employees should protect the company's assets and ensure
their efficient use. Theft, carelessness and waste have a direct
impact on the company's profitability. Any suspected incident
of fraud or theft should be immediately reported for investigation.
company equipment should not be used for non-company business,
though incidental personal use is permitted.
The obligation of employees to protect the company's assets includes
its proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks
and copyrights, as well as business, marketing and distribution
plans, engineering ideas, designs, databases, records, salary
information and any unpublished financial data and reports. Unauthorized
use or distribution of this information would violate company
policy. It also could be illegal and result in civil or even
criminal penalties.
10. Statements to the Public
No public statements may be made as a representative of the company
without prior authorization from the Chairman, President and
Chief Executive Officer, Vice President, Chief Financial Officer
and Treasurer, or Vice President of Communications.
Any employee who wishes to speak at a public event or submit
an article for a publication in a trade magazine or other publication
must obtain prior approval from his or her publisher and respective
operating vice-president. While we recognize and support your
right to engage in legal activities while you are not working,
we also must be careful to (1) avoid the employee's position
being mistaken for the position of the company, (2) avoid an
interpretation that the company in any way endorses the employee's
position, and (3) avoid a violation of any other policies of
the company, including those related to conflict of interest
and confidentiality of company property and information.
11. Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code for executive officers or directors may
be made only by the Board or a Board committee and will be promptly
disclosed as required by law or New York Stock Exchange rules.
12. Reporting any Illegal or Unethical Behavior
We all must work to ensure prompt and consistent action against
violations of this Code. In some situations, however, it is difficult
to know right from wrong. Since we cannot anticipate every situation
that will arise, it is important that we have a way to approach
a new question or problem. These are the steps to keep in mind:
- Make sure you have all the facts. In order to reach
the right solutions, we must be as fully informed as possible.
- Ask yourself: What specifically am I being asked to do?
Does it seem unethical or improper? This will enable you
to focus on the specific question you are faced with, and the
alternatives you have. Use your judgment and common sense; if
something seems unethical or improper, it probably is.
- Discuss the problem with your supervisor. This is
the basic guidance for all situations. In many cases, your supervisor
will be more knowledgeable about the issue and will appreciate
being brought into the decision-making process. Remember that
it is your supervisor's responsibility to help solve problems.
- Seek help from Company resources. In the rare case
where it may not be appropriate to discuss an issue with your
supervisor, or where you do not feel comfortable approaching
your supervisor with your question, discuss it with your General
Manager or Human Resources manager. If that alternative also
is not appropriate, call 1-877-LEE-4YOU, the company's Open Door
Line. If you prefer to write or call directly, you may address
your concerns to our VP of Human Resources or our independent
General Counsel's office listed below or to any other officer
of the company listed in the Lee Corporate Directory:
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Vytenis P. Kuraitis
Vice President - Human Resources
Lee Enterprises, Incorporated
201 N. Harrison St.
Davenport, IA 52801
(563) 383-2100
vito.kuraitis@lee.net
C. Dana Waterman, III
General Counsel
Lane & Waterman
220 N Main St., Suite 600
Davenport, IA 52801-1987
(563) 324-3246
dwaterman@l-wlaw.com |
- You may report ethical violations in confidence and without
fear of retaliation. The Company does not permit retaliation
of any kind against employees for good faith reports of ethical
violations.
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