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Waivers

There may be times when your company’s code of conduct needs to be waived for good business reasons to accommodate certain behavior that your code would otherwise prohibit. However, waivers of your code, especially if they involve your company’s directors or senior officers, need to be subject to a rigorous review and approval process. The reasons for granting such a waiver need to clearly benefit your company, while not being inconsistent with your company’s fundamental ethical business principles. Waivers should be very infrequent and should not repeatedly involve the same employee. Illegal behavior should never be allowed or waived.

Your ethics compliance officer or ethics committee should be the only parties with authority to grant a waiver to your regular employees. In instances involving a director or officer, only the disinterested members of your board of directors should approve the waiver. Under the Sarbanes-Oxley Act, code of conduct waivers granted to a director, senior officer, or financial officer of a public company must be publicly disclosed.