FairPoint Communications 2004 Annual Report Download - page 487

Company has established various compliance policies and procedures and, where appropriate, may conduct information and training sessions.
2. 
A “conflict of interest” exists when a person’s personal private interest interferes in any way - or even appears to interfere in any way - with
the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests in connection with or as a result
of a material transaction or relationship that may make it difficult for him or her or others to perform work or make decisions objectively and effectively in the
Company’s interest. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal
benefits as a result of his or her position in the Company. Conflicts of interest, unless approved in accordance with this Code, as applicable, are prohibited as
a matter of Company policy. Examples include the following:
(a) 
In consideration of their employment with the Company, employees are expected to devote their full attention to the business
interests of the Company. Employees are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company or
is otherwise in conflict with or prejudicial to the Company. Our policies prohibit any employee from accepting simultaneous employment with a client, credit
source, supplier, or competitor, or from taking part in any activity that enhances or supports a competitor’s position. If you have any questions regarding this
requirement, you should contact the Legal Department.
(b) 
It is a conflict of interest to serve as a director of any company that competes with the Company. Employees may not serve as a
director of another company without first obtaining the approval of the Company’s Chief Executive Officer (the “ CEO”). Directors of the Company are
required to review with the Company’s Board of Directors and the Company’s Secretary other proposed directorships to confirm that accepting such
directorship is consistent with the Company’s Corporate Governance Guidelines.
(c) 
If you are considering investing in a client, credit source, supplier or competitor, great care must be taken to ensure that these
investments do not compromise your responsibilities to the Company. Many factors should be considered in determining whether a conflict exists, including
the size and nature of the investment; your ability to influence the Company’s decisions; your access to confidential information of the Company or of the
other company; and the nature of the relationship between the Company and the other company. The Audit Committee of the Company’s Board of Directors
must approve in advance any such investment (other than purchases of $50,000 or less of stock of a publicly traded company).
(d) 
As a general rule, you should avoid conducting business or engaging in a transaction on behalf of the Company with a family
member or significant other, or with a company or firm with which you or a family member or significant other is a significant owner or associated or
employed in a significant role or position. “Family members” include any person related by blood, adoption or marriage, including grandparents, aunts,
uncles, nieces, nephews, cousins, stepchildren, stepparents, and in-laws. “Significant others” include co-habitants, domestic partners, and persons with
whom an employee has (or reasonably expects to have) a consensual romantic, sexual, intimate or dating relationship.
The Audit Committee must review and approve in advance all material related party transactions or business or professional
relationships. All instances involving such potential related party transactions or business or professional relationships must be reported to the Legal
Department who will assess the materiality of the transaction or relationship and elevate the matter to the Audit Committee as appropriate. You must not enter
into, develop or continue any such material transaction or relationship without obtaining such prior Audit Committee approval. The Company must report all
material related party transactions and business or