Code of Business Conduct and Ethics - NaviSite Inc.
NAVISITE, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
This Code of Business Conduct and Ethics (the "Code") sets forth legal
and ethical standards of conduct for employees, officers and directors of
NaviSite, Inc. and its subsidiaries (the "Company"), including the Company's
principal executive officer and its senior financial officers (principal
financial officer and controller or principal accounting officer, or persons
performing similar functions). This Code is intended to deter wrongdoing and to
promote the conduct of all Company business in accordance with high standards of
integrity and in compliance with all applicable laws and regulations. This Code
applies to the Company and all of its subsidiaries and other business entities
controlled by it worldwide.
If you have any questions regarding this Code or its application to you
in any situation, you should contact your supervisor or Kenneth Drake, General
Counsel of NaviSite.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The Company requires that all employees, officers and directors comply
with all laws, rules and regulations applicable to the Company wherever it does
business. You are expected to use good judgment and common sense in seeking to
comply with all applicable laws, rules and regulations and to ask for advice
when you are uncertain about them.
If you become aware of the violation of any law, rule or regulation by
the Company, whether by its employees, officers or directors, it is your
responsibility to promptly report the matter to your supervisor or Kenneth
Drake, General Counsel of NaviSite. While it is the Company's desire to address
matters internally, nothing in this Code should discourage you from reporting
any illegal activity, including any violation of the securities laws, antitrust
laws, environmental laws or any other federal, state or foreign law, rule or
regulation, to the appropriate regulatory authority. EMPLOYEES, OFFICERS AND
DIRECTORS SHALL NOT DISCHARGE, DEMOTE, SUSPEND, THREATEN, HARASS OR IN ANY OTHER
MANNER DISCRIMINATE AGAINST AN EMPLOYEE BECAUSE HE OR SHE IN GOOD FAITH REPORTS
ANY SUCH VIOLATION. This Code should not be construed to prohibit you from
testifying, participating or otherwise assisting in any state or federal
administrative, judicial or legislative proceeding or investigation.
CONFLICTS OF INTEREST
Employees, officers and directors must act in the best interests of the
Company. You must refrain from engaging in any activity or having a personal
interest that presents a "conflict of interest." A conflict of interest occurs
when your personal interest interferes with the interests of the Company. A
conflict of interest can arise whenever you, as an employee, officer or
director, take action or have an interest that prevents you from performing your
Company duties and responsibilities honestly, objectively and effectively.
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For example:
- No employee, officer or director shall perform services as a
consultant, employee, officer, director, advisor or in any other
capacity for, or have a financial interest in, a competitor of the
Company, other than services performed at the request of the
Company and other than a financial interest representing less than
one percent (1%) of the outstanding shares of a publicly held
company; and
- No employee, officer or director shall use his or her position with
the Company to influence a transaction with a supplier or customer
in which such person has any personal interest, other than a
financial interest representing less than one percent (1%) of the
outstanding shares of a publicly held company.
It is your responsibility to disclose any material transaction or
relationship that reasonably could be expected to give rise to a conflict of
interest to Kenneth Drake, General Counsel of NaviSite, or, if you are an
executive officer or director, to the Board of Directors, who shall be
responsible for determining whether such transaction or relationship constitutes
a conflict of interest.
INSIDER TRADING
Employees, officers and directors who have material non-public
information about the Company or other companies, including our suppliers and
customers, as a result of their relationship with the Company are prohibited by
law and Company policy from trading in securities of the Company or such other
companies, as well as from communicating such information to others who might
trade on the basis of that information. To help ensure that you do not engage in
prohibited insider trading and avoid even the appearance of an improper
transaction, the Company has adopted a specific policy governing trading in
securities. This policy has been distributed to all employees, officers and
directors and is otherwise available from Kenneth Drake, General Counsel of
NaviSite.
CONFIDENTIALITY
Employees, officers and directors must maintain the confidentiality of
information entrusted to them by the Company or other companies, including our
suppliers and customers, except when disclosure is authorized by a supervisor or
legally mandated. Unauthorized disclosure of any confidential information is
prohibited. Additionally, employees should take appropriate precautions to
ensure that confidential or sensitive business information, whether it is
proprietary to the Company or another company, is not communicated within the
Company except to employees who have a need to know such information to perform
their responsibilities for the Company. In the event you have executed a
confidentiality agreement with the Company, such agreement imposes specific
obligations and restrictions on you and such obligations shall govern to the
extent they are, in any way, contrary to the terms of this Code of Business
Conduct and Ethics.
Third parties may ask you for information concerning the Company.
Employees, officers and directors (other than the Company's authorized
spokespersons) must not discuss internal
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Company matters with, or disseminate internal Company information to, anyone
outside the Company, except as required in the performance of their Company
duties and after an appropriate confidentiality agreement is in place. This
prohibition applies particularly to inquiries concerning the Company from the
media, market professionals (such as securities analysts, institutional
investors, investment advisers, brokers and dealers) and security holders. All
responses to inquiries on behalf of the Company must be made only by the
Company's authorized spokespersons. If you receive any inquiries of this nature,
you must decline to comment and refer the inquirer to your supervisor or one of
the Company's authorized spokespersons.
You also must abide by any lawful obligations that you have to any
former employer. These obligations may include restrictions on the use and
disclosure of confidential information, restrictions on the solicitation of
former colleagues to work at the Company and non-competition obligations.
HONEST AND ETHICAL CONDUCT AND FAIR DEALING
Keeping the best interests of the Company in mind, employees, officers
and directors should endeavor to deal honestly, ethically and fairly with the
Company's suppliers, customers, competitors and employees. Statements regarding
the Company's products and services must not be untrue, misleading, deceptive or
fraudulent. You must not take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts or any other unfair-dealing practice.
PROTECTION AND PROPER USE OF CORPORATE ASSETS
Employees, officers and directors should seek to protect the Company's
assets. Theft, carelessness and waste have a direct impact on the Company's
financial performance. Employees, officers and directors must use the Company's
assets and services solely for legitimate business purposes of the Company and
not for any personal benefit or the personal benefit of anyone else.
Employees, officers and directors must advance the Company's legitimate
interests when the opportunity to do so arises. You must not take for yourself
opportunities that are discovered through your position with the Company or the
use of property or information of the Company.
GIFTS AND GRATUITIES
The use of Company funds or assets for gifts, gratuities or other
favors to employees or government officials is prohibited, except to the extent
such gifts are in compliance with applicable law, nominal in amount and not
given in consideration or expectation of any action by the recipient.
Employees, officers and directors must not accept, or permit any member
of his or her immediate family to accept, any gifts, gratuities or other favors
from any customer, supplier or other person doing or seeking to do business with
the Company, other than items of nominal value. Any gifts that are not of
nominal value should be returned immediately and reported to your
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supervisor. If immediate return is not practical, they should be given to the
Company for charitable disposition or such other disposition as the Company
believes appropriate in its sole discretion.
Common sense and moderation should prevail in business entertainment
engaged in on behalf of the Company. Employees, officers and directors should
provide, or accept, business entertainment to or from anyone doing business with
the Company only if the entertainment is infrequent, modest and intended to
serve legitimate business goals.
Bribes and kickbacks are criminal acts, strictly prohibited by law. You
must not offer, give, solicit or receive any form of bribe or kickback anywhere
in the world.
ACCURACY OF BOOKS AND RECORDS AND PUBLIC REPORTS
Employees, officers and directors must honestly and accurately report
all business transactions. You are responsible for the accuracy of your records
and reports. Accurate information is essential to the Company's ability to meet
legal and regulatory obligations.
All Company books, records and accounts shall be maintained in
accordance with all applicable regulations and standards and accurately reflect
the true nature of the transactions they record. The financial statements of the
Company shall conform to generally accepted accounting principles and the
Company's accounting policies. No undisclosed or unrecorded account or fund
shall be established for any purpose. No false or misleading entries shall be
made in the Company's books or records for any reason, and no disbursement of
corporate funds or other corporate property shall be made without adequate
supporting documentation (other than de minimis amounts).
It is the policy of the Company to provide full, fair, accurate, timely
and understandable disclosure in reports and documents filed with, or submitted
to, the Securities and Exchange Commission and in other public communications.
CONCERNS REGARDING ACCOUNTING OR AUDITING MATTERS
Employees with concerns regarding questionable accounting or auditing
matters or complaints regarding accounting, internal accounting controls or
auditing matters may confidentially, and anonymously if they wish, submit such
concerns or complaints in writing to Kenneth Drake, General Counsel of NaviSite.
See "Reporting and Compliance Procedures." All such concerns and complaints of a
material nature will be forwarded to the Audit Committee of the Board of
Directors. In any event, a complete record of all complaints will be provided to
the Audit Committee each fiscal quarter. Any such concerns or complaints may
also be communicated confidentially and, if you desire, anonymously, directly to
any member of the Audit Committee of the Board of Directors.
The Audit Committee will evaluate the merits of any concerns or
complaints received by it and authorize such follow-up actions, if any, as it
deems necessary or appropriate to address the substance of the concern or
complaint.
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The Company will not discipline, discriminate against or retaliate
against any employee who reports a complaint or concern (unless the employee is
found to have knowingly and willfully made a false report).
WAIVERS OF THIS CODE OF BUSINESS CONDUCT AND ETHICS
While some of the policies contained in this Code must be strictly
adhered to and no exceptions can be allowed, in other cases exceptions may be
possible. Any employee or officer who believes that an exception to any of these
policies is appropriate in his or her case should first contact his or her
immediate supervisor. If the supervisor agrees that an exception is appropriate,
the approval of Kenneth Drake, General Counsel of NaviSite must be obtained. Mr.
Drake shall be responsible for maintaining a complete record of all requests for
exceptions to any of these policies and the disposition of such requests.
Any executive officer, senior financial officer or director who seeks
an exception to any of these policies should contact Kenneth Drake, General
Counsel of NaviSite. Any waiver of this Code for executive officers, senior
financial officers or directors or any change to this Code that applies to
executive officers, senior financial officers or directors may be made only by
the Board of Directors of the Company and will be disclosed as required by law
or stock market regulation.
REPORTING AND COMPLIANCE PROCEDURES
Every employee, officer and director has the responsibility to ask
questions, seek guidance, report suspected violations and express concerns
regarding compliance with this Code. Any employee, officer or director who knows
or believes that any other employee or representative of the Company has engaged
or is engaging in Company-related conduct that violates applicable law or this
Code should report such information to his or her supervisor or to Kenneth
Drake, General Counsel of NaviSite, as described below. You may report such
conduct openly or anonymously without fear of retaliation. The Company will not
discipline, discriminate against or retaliate against any employee who reports
such conduct in good faith, whether or not such information is ultimately proven
to be correct, or who cooperates in any investigation or inquiry regarding such
conduct. Any supervisor who receives a report of a violation of this Code must
immediately inform Kenneth Drake, General Counsel of NaviSite.
You may report violations of this Code, on a confidential or anonymous
basis, by contacting Kenneth Drake, General Counsel of NaviSite by fax
(212-396-2388), mail (NaviSite, Inc., 20 E. 66th Street, Suite 2-A, New York, NY
10021) or e-mail (kdrake@navisite.com). While we prefer that you identify
yourself when reporting violations so that we may follow up with you, as
necessary, for additional information, you may remain anonymous if you wish.
If Mr. Drake receives information regarding an alleged violation of
this Code, he shall, as appropriate, (a) evaluate such information, (b) if the
alleged violation involves an executive officer, senior financial officer or a
director, inform the Chief Executive Officer and Board of Directors of the
alleged violation, (c) determine whether it is necessary to conduct an informal
inquiry or a formal investigation and, if so, initiate such inquiry or
investigation and (d) report the results of any such inquiry or investigation,
together with a recommendation as to disposition of the matter, to the
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Chief Executive Officer for action, or if the alleged violation involves an
executive officer, senior financial officer or a director, report the results of
any such inquiry or investigation to the Board of Directors or a committee
thereof. Employees, officers and directors are expected to cooperate fully with
any inquiry or investigation by the Company regarding an alleged violation of
this Code. Failure to cooperate with any such inquiry or investigation may
result in disciplinary action, up to and including discharge for cause.
The Company shall determine whether violations of this Code have
occurred and, if so, shall determine the disciplinary measures to be taken
against any employee who has violated this Code. In the event that the alleged
violation involves an executive officer, senior financial officer or a director,
the Chief Executive Officer and the Board of Directors, respectively, shall
determine whether a violation of this Code has occurred and, if so, shall
determine the disciplinary measures to be taken against such executive officer,
senior financial officer or director.
Failure to comply with the standards outlined in this Code will result
in disciplinary action including, but not limited to, reprimands, warnings,
probation or suspension without pay, demotions, reductions in salary, discharge
for cause and restitution. Certain violations of this Code may require the
Company to refer the matter to the appropriate governmental or regulating
authorities for investigation or prosecution. Moreover, any supervisor who
directs or approves of any conduct in violation of this Code, or who has
knowledge of such conduct and does not immediately report it, also will be
subject to disciplinary action, up to and including discharge for cause.
DISSEMINATION AND AMENDMENT
This Code shall be distributed annually to each employee, officer and
director of the Company, and each employee, officer and director shall certify
that he or she has received, read and understood the Code and has complied with
its terms.
The Company reserves the right to amend, alter or terminate this Code
at any time for any reason.
This document is not an employment contract between the Company and any
of its employees, officers or directors and does not alter the Company's at-will
employment policy.
Approved by the Board of Directors of NaviSite, Inc. on October 17, 2003.
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CERTIFICATION
I, ______________________________ do hereby certify that:
(Print Name Above)
1. I have received and carefully read the Code of Business
Conduct and Ethics of NaviSite, Inc.
2. I have had ample opportunity to ask questions and seek
clarification with respect to the Code of Business Conduct and Ethics of
NaviSite, Inc.
3. I understand the Code of Business Conduct and Ethics of
NaviSite, Inc.
4. I have complied and will continue to comply with the terms of
the Code of Business Conduct and Ethics of NaviSite, Inc.
Date: ______________________ __________________________________
(Signature)
EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED TO SIGN, DATE AND RETURN THIS
CERTIFICATION TO THE NAVISITE LEGAL DEPARTMENT WITHIN 10 DAYS OF ISSUANCE.
FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION.