Code of Business Conduct & Ethics - Bear Stearns Companies Inc.
Code of Business Conduct & Ethics
The Bear Stearns Companies Inc., together with each of its subsidiaries and
affiliates, ("Bear Stearns" or the "Firm") are committed to the highest
standards of ethical business conduct. This Code of Business Conduct and Ethics
(the "Code") is intended to establish standards that Bear Stearns deems
necessary to deter wrongdoing and to promote compliance with applicable
governmental laws, rules and regulations and honest and ethical conduct. This
Code is also intended to comply with the rules promulgated by the Securities and
Exchange Commission ("SEC") as directed by the Sarbanes-Oxley Act of 2002 and
the rules promulgated by the New York Stock Exchange ("NYSE"). This Code
pertains to the conduct of each individual who is an employee, officer or
director of Bear Stearns.
For brevity, executive officers and directors shall be referred to herein as
"Senior Executives." The term "Executive Officer," as used herein, shall have
the same meaning as the definition set forth in Rule 3b-7 of the Securities
Exchange Act of 1934. A current list of the Firm's Directors and Executive
Officers is published annually in Bear Stearns' Form 10-K.
This Code is divided into eight sections: 1) Accountability for Adherence to the
Code; 2) Compliance with Applicable Laws, Rules and Regulations; 3) Conflicts of
Interest; 4) Corporate Opportunities; 5) Fair Dealing; 6) Financial Reporting
and Disclosure; 7) Protection and Proper Use of Company Assets; and 8)
Confidentiality. The principles espoused by this Code are not a cure-all;
accordingly, every Employee and Senior Executive is expected to exercise his/her
best judgment and common sense in all of their activities.
Accountability for Adherence to the Code
The Board of Directors (the "Board") shall designate an Ethics Compliance
Officer who shall be responsible for investigating all reports of Code
violations. The Ethics Compliance Officer shall report to the Board or a Board
committee when an investigation concerns the activity of a Senior Executive. The
Ethics Compliance Officer is responsible for updating this Code and may
periodically issue instructions and procedures relating to the Code. Bear
Stearns is legally obligated to immediately disclose all waivers and
modifications to this Code concerning Senior Executives. A waiver of any
provision set forth in this Code for a Senior Executive may only be granted by
the Board or a Board committee.
Employees and Senior Executives are personally accountable for ensuring that
their conduct adheres to the letter and the spirit of this Code. Additionally,
Employees and Senior Executives are expected to promote ethical conduct and
compliance with the laws, rules and regulations that govern the activities of
the Firm. Employees and Senior Executives have an affirmative obligation to
promptly report any known or suspected violation of this Code to the Firm's
designated Ethics Compliance Officer.
Employees should consult with their manager, supervisor and/or a member of the
Firm's Legal Department when in doubt about the appropriate course of action in
a particular situation. The Firm will not allow retaliation against any person,
who, in good faith, reports a violation or a suspected violation of a law, rule,
regulation or this Code.
Any Employee or Senior Executive who violates a provision of this Code will be
subject to disciplinary action including, but not limited to, termination of
employment and forfeiture of deferred compensation.
A copy of the affirmation that each Senior Executive must execute is available
on the "Code of Business Conduct & Ethics" page on the Company's website at
http://www.bearstearns.com within the "Corporate Governance" section under the
heading "About Bear Stearns".
Compliance with Applicable Laws, Rules and Regulations
Employees and Senior Executives are expected to proactively promote compliance
with the various federal, state and local laws, rules and regulations, including
the rules and regulations promulgated by pertinent self-regulatory
organizations, which govern their activities within the Firm. When necessary,
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Employees and Senior Executives are expected to consult with the General Counsel
and/or another member of the Firm's Legal Department for advice. Insider trading
is both unethical and illegal.
Conflicts of Interest
Employees and Senior Executives must avoid conflicts of interests and material
transactions or relationships involving potential conflicts of interests unless
the transaction or relationship has been approved in advance. Employees must
seek such approval from their senior managing director. For Senior Executives,
approval must be sought from the Corporate Governance Committee of the Board.
Employees and Senior Executives have an affirmative obligation to promptly
disclose any material transaction or relationship that reasonably could be
expected to give rise to such a conflict to their senior managing director in
the case of an Employee or to the Firm's designated Ethics Compliance Officer in
the case of a Senior Executive. For purposes of this Code, "conflicts of
interest" is broadly defined as occurring when an individual's private interest
interferes in any way - or even appears to interfere - with the interests of the
Firm.
Corporate Opportunities
Employees and Senior Executives owe a duty to Bear Stearns to advance the Firm's
legitimate interests when the opportunity to do so arises. Employees and Senior
Executives are prohibited from competing with the Firm. Employees and Senior
Executives are also prohibited from using corporate property, information, or
their position for personal gain or for the benefit of their friends and family.
As a general rule, Employees and Senior Executives may not avail opportunities
for themselves that are discovered through the use of corporate property,
information or their position unless such opportunities are presented first to
Bear Stearns. The Firm reserves the right to determine the suitability of the
opportunity for Bear Stearns' own account. Accordingly, Employees and Senior
Executives may pursue opportunities discovered through the use of corporate
property, information or their position only in the event that Bear Stearns is
aware of and has declined to avail itself of such opportunities.
Fair Dealing
Employees and Senior Executives must endeavor to deal fairly with the Firm's
employees, clients, vendors and competitors. They must also avoid taking unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair-dealing
practice. Employees and Senior Executives are expected to share knowledge with
their colleagues and maintain the skills necessary to perform their jobs.
Financial Reporting and Disclosure
Employees and Senior Executives shall endeavor to ensure that the information
disclosed in internal reports and documents are complete, fair, accurate, timely
and understandable. Senior Executives shall endeavor to ensure that the
information disclosed in reports and documents that Bear Stearns files with, or
submits to, the SEC and other public communications made by the firm are
complete, fair, accurate, timely and understandable. Furthermore, Employees and
Senior Executives are prohibited from directly or indirectly taking any action
to influence, coerce, manipulate or mislead an auditor or a another Employee for
the purpose of falsifying an internal report, financial statement or other
document.
Protection and Proper Use of Company Assets
Employees and Senior Executives shall protect the Firm's assets and ensure their
efficient use for legitimate business purposes only.
Confidentiality
Employees and Senior Executives must maintain the confidentiality of information
entrusted to them by Bear Stearns whether the information concerns the Firm or
its clients, except when disclosure is authorized, legally mandated or
reasonably required to advance the Firm's legitimate business interests.
Confidential information includes all non-public information that might be of
use to competitors or harmful to Bear Stearns or its clients, if disclosed.
Approved by the Board of Directors on March 26, 2003.