Introduction
This Code of Business Conduct and Ethics covers a wide range
of business practices and procedures. It does not cover every
issue that may arise, but sets out basic principles to guide
all employees of the Company. Use the Code as a tool, along
with other Company policies and your own best judgment. All
of our employees must conduct themselves accordingly and seek
to avoid even the appearance of improper behavior. The Code
should also be provided to and followed by the Company's agents
and representatives, including consultants, vendors and freelancers.
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 the
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. If you are in a situation which you
believe may violate or lead to a violation of this Code, follow
the guidelines described in Section 16
of this Code.
Those who
violate the standards in this Code will be subject to disciplinary
action up to and including termination of employment.
When faced
with a potential conflict between your ethical standards and
the conduct of the Company, it is your responsibility to resolve
the conflict by referring to the Compliance Procedures set forth
in Section 16 of this Code. When in
doubt, contact one of the corporate officers who serve on the
Meredith Compliance Committee:
Steve
Lacy, 515-284-3895
President and Chief Operating Officer
John
Zieser, 515-284-2786
Vice President-Corporate Development
Suku
Radia, 515-284-3603
Vice President-Chief Financial Officer
1-
Compliance with Laws, Rules and Regulations
Obeying the laws, both in letter and in spirit, is the foundation
on which Meredith'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.
We do not
condone any act that violates the law, even when such action
appears to be in the Company's best interest.
The Company
holds information and training sessions to promote compliance
with laws, rules and regulations, including insider trading
laws.
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2
- Conflicts of Interest
A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of Meredith Corporation.
A conflict situation can arise when an employee, officer or
director takes actions or has interests that may make it difficult
to perform his or her Company work objectively and effectively.
Conflicts of interest may also arise when an employee, officer,
director, or a member of his or her family receives improper
personal benefits as a result of his or her position in Meredith
Corporation. Loans to or guarantees of obligations of employees
and their family members create conflicts of interest and are
prohibited.
It is 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. The
best policy is to avoid any direct or indirect business connection
with our customers, suppliers or competitors, except on our
behalf. Conflicts of interest are prohibited as a matter of
Meredith Corporation policy, except under guidelines approved
by the Board of Directors.
Conflicts
of interest may not always be clear-cut. If you have a question,
you should consult with higher levels of management or our Law
Department. 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
16 of this Code.
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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 nonpublic information about Meredith Corporation
should be considered confidential information. To use nonpublic
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.
With respect
to investing in Meredith stock (either pursuant to the Savings
and Investment Plan, the Meredith Employee Stock Purchase Plan
or otherwise), employees must keep in mind that such investment
is a personal decision and should be made in light of the portfolio
diversification needs of such individual, as well as other factors
and circumstances applicable to the individual. In general,
frequent or excessive trading in Meredith common stock or short-selling
of Meredith common stock is not consistent with the best interests
of the Company and may be in violation of securities laws, whether
intentional or inadvertent.
The Company
has established certain specific policies with respect to Meredith
stock transactions applicable to directors, officers and designated
employees. For example, "blackout" periods have been established,
during which directors, officers and designated employees cannot
trade in Meredith common stock (regardless of whether such individual
is in possession of material, nonpublic information). Outside
such blackout periods, the Company has established certain "pre-clearance"
procedures applicable to directors, officers and designated
employees in connection with Meredith common stock transactions
by such individuals.
If you have
any questions, please consult our Law Department.
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4
- Payment to Agencies/Consultants
Arrangements with outside agents, consultants, contractors and
other parties should be in writing. The document should clearly
describe the results required, the commission or fees to be
paid, how fees are to be paid and the length of the agreement,
and the commitment to comply with all laws and regulations.
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5
- Corporate Opportunities
Employees, officers and directors are prohibited from taking
for themselves personally opportunities that are discovered
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.
Your work
products - materials, designs, information, files, ideas, concepts,
products or services developed as part of your work assignments
or responsibilities - belong solely and exclusively to Meredith.
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6
- 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. Although we
seek information about our competitors, 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. It is contrary to Meredith practice
and ethics to hire, commission or retain a competitor's current
or former employee solely to obtain such information.
Our products
and services shall be designed and manufactured to meet our
obligations to customers. All inspection and testing documents
must be handled in accordance with all applicable regulations.
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7
- Gifts, Gratuities and Entertainment
The purpose of business entertainment and gifts in a commercial
setting is to create good will and sound working relationships,
not to gain unfair advantage with customers. No gift or entertainment
should ever be offered, given, provided or accepted by any Company
employee, 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.
Gifts of
a nominal value may be accepted on an infrequent or occasional
basis, such as during the holiday season, as a reasonable business
courtesy.
Routine
business-related entertainment, such as a business lunch or
dinner, sports outings or cultural events, is acceptable under
this policy.
At times,
alcohol may be available at company-sponsored functions and
business-related activities. In such situations, use discretion
and act responsibly to ensure your safety and the safety of
others.
Gifts, gratuities
and entertainment that our employees are prohibited from accepting
must not be offered to employees or agents of Meredith Corporation.
Please discuss
with your supervisor any gifts or proposed gifts which you are
not certain are appropriate.
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8
- Discrimination and Harassment
The diversity of the Company's employees is a tremendous asset.
We are firmly committed to providing equal opportunity in all
aspects of employment and will not tolerate any illegal discrimination
or harassment of any kind. Meredith's policy strictly prohibits
sexual harassment, retaliation, and harassment because of race,
color, national origin, sex, religion, creed, age, disability,
sexual orientation, marital status, military service or any
other basis protected by federal, state or local laws.
Please refer
to the Harassment/Sexual Harassment Policy or contact your Human
Resource representative.
All such
harassment is unacceptable and violates Meredith policy. If
you are found to have committed discriminatory harassment, retaliation,
or serious related behaviors, you may be disciplined up to and
including discharge.
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9
- Health and Safety
The Company strives to provide each employee with a safe and
healthful work environment. Each employee has responsibility
for maintaining a safe and healthy workplace for all employees
by following safety and health rules and practices, and reporting
accidents, injuries and unsafe equipment, practices or conditions.
Immediately
report any risk or hazard to either your manager or the Safety
and Risk Management department. In addition, managers should
investigate any reported risks or hazards immediately with the
help of Safety and Risk Management.
Meredith Corporation has established minimum standards for vehicle
use to ensure compliance with state and federal laws, reduce
motor vehicle accidents and satisfy insurance requirements.
For copies of the Fleet Safety and Driver Selection Policy and
Safety Policy, contact the Safety and Risk Management department.
Violence and threatening behavior are not permitted.
Employees
should report to work in condition to perform their duties,
free from the influence of alcohol or illegal drugs. The use
of illegal drugs in the workplace will not be tolerated.
Meredith
Corporation prohibits the use of any equipment while conducting
business activity in a way that may cause distraction and/or
result in injury or damage. Employees are expected to comply
with this policy and further respect all laws governing these
practices.
Distractions
may include, but are not limited to: heads-up displays, onboard
television, two-way pagers, cell phones, laptop computers, personal
digital assistants (PDA) and other items that may compromise
one's ability to operate in a responsible and safe manner.
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10
- Record-Keeping
Meredith Corporation requires honest and accurate recording
and reporting of information in order to make responsible business
decisions. For example, only the true and actual number of hours
worked should be reported. Many employees regularly use business
expense accounts, which must be documented and recorded accurately.
If you are not sure whether a certain expense is legitimate,
ask your supervisor or your controller. Rules and guidelines
are available from the Accounting Department. All of the Meredith
Corporation 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. 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. 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 consult
the Law Department.
In addition,
employees with financial responsibilities are subject to Meredith
Corporation's Financial Code of Ethics which is incorporated,
herein, by reference.
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11
- 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 Law Department or
required by laws or regulations. Confidential information includes
all nonpublic 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.
In addition,
if Meredith Corporation is involved in litigation and/or other
dispute-resolution proceedings, employees shall not communicate
with the Company's adversaries without the express approval
of the Law Department.
The obligation
to preserve confidential information continues even after employment
ends. The Board of Directors authorizes only the Chairman of
the Board and others expressly selected to disclose information.
You are not authorized to make public disclosures unless you
receive written authorization from the Chairman.
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12
- Protection and Proper Use of Company Assets
All employees should endeavor to 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 may be 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;
business, marketing and service plans; engineering and manufacturing
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 could also be illegal and result in civil or even
criminal penalties.
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13
- 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 which 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
Law Department can provide guidance to you in this area.
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14
- 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 stock exchange regulation.
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15
- Reporting any Illegal or Unethical Behavior
Employees are encouraged to talk to supervisors, managers or
other appropriate personnel about observed illegal or unethical
behavior, and when in doubt about the best course of action
in a particular situation. It is the strict policy of the Company
not to allow retaliation for reports of misconduct by others
made in good faith by employees. Employees are expected to cooperate
in internal investigations of misconduct.
Failure
to report wrongdoing to the appropriate manager or officer will
be considered in your job performance appraisal and may subject
you to discipline, up to and including discharge.
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16
- Compliance Procedures
We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations 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.
- Clarify
your responsibility and role
In most situations, there is shared responsibility. Are your
colleagues informed? It may help to get others involved and
discuss the problem.
- 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 question,
and will appreciate being included in the decision-making
process. Remember that it is your supervisor's responsibility
to help solve problems.
- Seek
help from Company resources
In the 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
locally with your office manager or your Human Resources manager.
If
that is not appropriate, you may also call the Ethics/Compliance
Line at (888)-567-8100, which will put you in contact with
the appropriate persons.
If
you prefer to write (either identifying yourself or on an
anonymous basis), address your concerns to: The Office of
General Counsel, Meredith Corporation, 1716 Locust Street,
Des Moines, Iowa 50309. You may also send an email to code.ethics@meredith.com
or contact any of the members of the Meredith Compliance Committee.
- You
may report ethical violations in confidence and without fear
of retaliation
If your situation requires that your identity be kept secret,
your anonymity will be protected.
Meredith
Corporation does not permit retaliation of any kind against
employees for good faith reports of ethical violations.
- Always
ask first, act later
If you are unsure of what to do in any situation, seek guidance
before you act.
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