Circuit City 2009 Annual Report Download - page 125

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2.
Conflicts of Interest:
Company Representatives are required to avoid conflicts of interest, appearances of conflicts of interest and potential conflicts of interest. A
“conflict of interest” occurs when an individual’s private interest interferes in any way — or even appears to interfere - with the interests of the
Company. A conflict situation can arise when a Company Representative takes actions or has interests that may make it difficult to perform his
or her Company work objectively and effectively. Conflicts of interest also arise when a Company Representative, or a member of his or her
family, receives improper personal benefits as a result of his or her position in the Company or has a personal interest in a transaction involving
the Company (beyond merely being a Company Representative). Company Representatives shall not allow any consideration such as the receipt
of gifts or financial interests in other businesses or personal or family relationships to interfere with the independent exercise of his or her
business judgment and work activities to the benefit of the Company. Company Representatives should not have significant ownership interests
in, or positions with, or financial or other involvements with, the Company’s vendors, customers, or other third parties doing business with the
Company, without prior written disclosure to the Company and approval by the Company’s Board of Directors or a Committee of the Board.
Company Representatives shall have no ownership interest in any private company that directly competes with the Company. Company
Representatives shall have no more than a one percent (1%) ownership interest in any public company that directly competes with the
Company. Loans to, or guarantees of obligations of, Company Representatives are prohibited unless permitted by law and authorized by the
Board of Directors or a Committee designated by the Board. If a Company Representative becomes aware of a potential conflict of interest he or
she must communicate such potential conflict of interest to the Company.
3.
Gifts, Incentive Awards and Relationships with Customers, Suppliers and Service Providers:
No gift may be offered or provided to any corporate or individual customer or potential customer unless the gift is not cash or cash equivalent
and also not of excessive value and is made for business purposes of the Company. No gift of any value may be made to any government
customer, government official or individual agent of a government customer. No gift, gratuity, incentive payment or award whether in the form
of cash or its equivalent, personal property, rebates or points awarded towards the entitlement to any of the foregoing (an “Incentive Award”)
may be specifically offered or provided to any purchasing agent or other employee of any corporate or government customer (a “Purchasing
Agent”) without the knowledge of such customer’s management. A “gift”
includes any tangible and intangible payment or gratuity such as cash,
products, meals, tickets to events, services, etc. A gift, which is by itself not of “excessive value”
may be, when aggregated with other gifts from
the same source, a gift that is of excessive value.
The receipt of cash or cash equivalent gifts greater than $100 are absolutely prohibited. No gift may be solicited or accepted from any supplier
or potential supplier (including any service provider), customer, competitor or any other entity that does business with the Company either
directly or indirectly unless (a) the gift is not of excessive value, (b) the gift cannot be construed as a bribe, payoff or improper inducement and
(c) the gift is for a business purpose of the Company. In considering whether a gift is of “excessive value” the Company will consider, among
other things, the value of the gift as well as the job responsibilities and annual compensation of the gift recipient.
Any gift offered or received (for any amount) that is in cash or cash equivalent must be reported to an employee’
s supervisor. Any gift offered or
received that is not cash or cash equivalent and that is greater than $100 in value must be reported to an employee’s supervisor.
2