Code of Business Conduct and Ethics
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Code of Business Conduct and Ethics TABLE OF CONTENTS Page 1. Introduction 2 2. Compliance with Laws, Rules and Regulations 2 3. Conflicts of Interest 3 4. Insider Trading 4 5. Corporate Opportunities 8 6. Competition and Fair Dealing; Gifts and Entertainment 8 7. Record-Keeping and Questionable Accounting or Auditing Matters 8 8. Confidentiality 9 9. Public Dissemination of Company Information 10 10. Protection and Proper Use of Company Assets 10 11. Bribery and Corruption; Payments to Government Personnel; Political Activities and Contributions 11 12. Pledging of Company Securities 12 13. Waivers of the Code of Business Conduct and Ethics 12 14. Reporting any Illegal or Unethical Behavior 12 15. Administration 14 1 BRIXMOR PROPERTY GROUP INC. CODE OF BUSINESS CONDUCT AND ETHICS 1. INTRODUCTION This Code of Business Conduct and Ethics (this “Code”) of Brixmor Property Group Inc. and its subsidiaries (collectively, the “Company”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out policies to guide all employees, officers and directors of the Company. All of the Company’s employees, officers and directors must conduct themselves according to these policies and seek to avoid even the appearance of improper behavior. Employees and officers should also refer to the Company’s other policies, including but not limited to, the Company’s Policy Manual, Policy and Procedures for Compliance with Regulation FD, Media Inquiries Policy and Whistleblower Policy for additional policies on business conduct which supplement and are in addition to this Code. Directors should refer to the Corporate Governance Guidelines for additional policies that specifically govern the conduct of directors and, in the case of non-employee directors, compliance with this Code is subject to the provisions of the Company’s charter, bylaws and any stockholders agreement with Brixmor Property Group Inc. If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts or this Code, you should ask your supervisor or the General Counsel how to handle the situation. Those who violate the policies in this Code will be subject to disciplinary action, up to and including a termination of employment from the Company and, where appropriate, civil liability and criminal prosecution. Furthermore, violations of this Code can also result in other adverse employment actions including negative performance reviews and evaluations and/or loss of compensation or other remuneration. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the notification procedures described in Section 14 of this Code. This Code is a statement of business and ethical principles and does not constitute a contract, nor does it contain any promises or guarantees or any kind. Nothing herein affects the employment at-will policy of the Company, which means that employment is not for any specific time and may be terminated at will, with or without cause and with or without prior notice by the Company, and employees may resign for any reason at any time. Any change to the policy of employment-at-will may only be made through a written agreement, approved and signed by the Chief Executive Officer of the Company or his designee. 2. COMPLIANCE WITH LAWS, RULES AND REGULATIONS Obeying the law, both in letter and in spirit, is one of the foundations on which this Company’s ethical policies are built. All employees, officers and directors must respect and obey the laws of the jurisdictions in which we operate. Although not all employees, officers and directors 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. 3. CONFLICTS OF INTEREST The Company respects the rights of employees, officers and directors to manage their personal affairs and investments and does not wish to intrude upon their personal lives. At the same time, employees, officers and directors must act in the best interests of the Company and avoid situations that present a potential or actual conflict between their interests and the interests of the Company. A “conflict of interest” exists when a person’s private interest interferes or appears to interfere in any way with an employee’s judgment in performing his or her job responsibilities in the interests of the Company. A conflict situation can arise when an employee, officer or director of the Company takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest also arise when an employee, officer or director or members of his or her immediate family, receive improper personal benefits as a result of his or her position in or with the Company. Loans to, or guarantees of obligations of, employees, officers or directors or their immediate family members also create conflicts of interest. Conflicts of interest are generally prohibited as a matter of Company policy. Exceptions may only be made after review and approval of specific or general categories by senior management (in the case of employees) or the Board of Directors (in the case of officers or directors). Officers and directors should also refer to the Company’s Statement of Policy Regarding Transactions with Related Persons. Conflicts of interest may not always be clear cut, so if you have a question, you should consult with your supervisor or the Company’s General Counsel. 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 notification procedures described in Section 14 of this Code. Examples of Conflicts of Interests: Relationships with a Competing Business and Certain Other Entities: Engaging in a competing business with the Company is a conflict of interest. In addition, certain relationships with a competing business or an entity that has a material financial or adverse relationship with the Company are also conflicts of interest. For that reason, no employee, officer or director may, without prior approval: 1. Engage in any competing business with the Company; or 2. Engage in the following activities with a competing business, a business entity that has a material financial relationship with the Company or a business entity whose interests are adverse to or conflict with, in a material respect, the interests of the Company: • serve as an officer or key personnel; • own more than 10% of the stock or other equity interest; or • provide directly consulting, legal, advisory or other services. 3 The determination of whether a “material financial relationship” exists or whether an interest is adverse to (or in conflict with) the interests of the Company in a material respect will be made on a case-by-case basis. Outside or Additional Part-Time Work: While the best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf, employees may wish to take on additional part-time work with organizations that are not our competitors, customers or suppliers. While such work in itself does not constitute a conflict of interest, the second job must be strictly separated from the employee’s job at the Company, and is subject to the following restrictions. • Outside work must not be done on Company time and must not involve the use of Company equipment or supplies. • The employee should not attempt to sell products or services from the outside work to the Company. • Performance of the outside work must not interfere with or prevent the employee from devoting the time and effort needed to fulfill the employee’s primary duties and obligations as an employee of the Company. Direct Reporting to Spouse, Partner or Immediate Family Members: The potential for conflict of interest clearly exists if your immediate family member (which, for purposes of this Code, includes a spouse, domestic or civil union partner, sibling, child, parent, in-law, aunt, uncle, niece, grandparent, grandchild, and members of household) or someone with whom you have a romantic relationship also works at the Company and is in a direct reporting relationship to you. Employees should not directly supervise, report to, or be in a position to influence the hiring, work assignments or evaluations of an immediate family member or someone with whom they have a romantic relationship. 4. INSIDER TRADING The federal securities laws prohibit any person who is in possession of material, non- public information from purchasing or selling securities on the basis of such information and from communicating such information to any other person for such use. Buying or selling securities of the Company, or any other company, while you possess material, non-public information is known as “insider trading.” “Tipping,” which is also prohibited, means communicating such material, non-public information to another for his or her or its use. Any of these actions may amount to “insider trading” and are strictly prohibited. Accordingly, all employees, officers and directors are prohibited from: • buying or selling the Company’s securities at any time when in possession of material, non-public information (including transactions in securities held through employee benefits plans, such as 401(k) plans); 4 • buying or selling securities of any other company at any time when in possession of material, non-public information obtained as a result of the employment or relationship of the director, executive officer or employee to the Company; • disclosing material, non-public information to any other person, including immediate family members (as defined above in Section 3), other relatives, friends, co-habitants or business associates, who then trades in securities or passes the information on further (“tipping”) or starting rumors related to material, non-public information; • engaging in short-term investment activities or “day-trading” of the Company’s securities; • engaging in “short-selling” of the Company’s securities (i.e.