FairPoint Communications 2004 Annual Report Download - page 491

proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business,
marketing and service plans, designs, databases, records, salary information and any unpublished financial data and reports.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.
Unauthorized duplication of copyrighted documents or computer software violates the law. You must neither engage in nor tolerate the
making or using of unauthorized documents or software copies and must comply will all license and purchase terms regulating the use of any document or
software. The Company will provide all documents and software needed to meet legitimate needs.
12. 
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, there are a number of federal and state laws and regulations regarding business gratuities which may be accepted by U.S. or
state government personnel. The promise, offer or delivery to an official or employee of the U.S. government or a state 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. Local governments, as well as foreign
governments, may have similar rules. You must consult with the Legal Department prior to making any such gifts.
13. 
Any waiver of any provision of this Code for executive officers or directors must be approved by the Audit Committee and will be promptly
disclosed as required by applicable securities law or stock exchange regulation. With regard to employees who are not executive officers, waivers must be
approved by the General Counsel.
14. 
It is your obligation and ethical responsibility to help enforce this Code, and to that end, you should promptly report violations of this Code
in accordance with the guidelines set forth in Section 16 of this Code. Employees, directors and officers are encouraged to report to supervisors, managers or
his or her Human Resources representative about observed or suspected illegal, improper or unethical behavior and when in doubt about the best course of
action in a particular situation. You should know that reprisal, threats, retribution or retaliation against any person who has in good faith reported a violation
or a suspected violation of law, this Code or other Company policies, or against any person who is assisting in any investigation or process with respect to
such a violation, is both a violation of Company policy and is prohibited by a variety of state and federal civil and criminal laws including the Sarbanes-
Oxley Act of 2002. Accordingly, it is the policy of the Company not to allow retaliation for reports of wrongdoing or misconduct by others made in good faith
by employees. Employees, directors and officers are expected to cooperate in internal investigations of wrongdoing or misconduct.
15. 
The Company’s policy is to comply with all applicable financial reporting and accounting regulations. If any director, officer or employee
of the Company has unresolved concerns or complaints regarding questionable accounting, internal control or auditing matters of the Company, then he or she
is encouraged to submit those concerns or complaints in accordance with the Company’s Complaint Procedures for Accounting and Auditing Matters.
16. 
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, you should keep in mind the following steps as you consider a particular
problem or concern.