FairPoint Communications 2005 Annual Report Download - page 215

(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 professional relationships under applicable accounting rules and the Securities and Exchange
Commission’s (the “SEC”) rules and regulations. Any dealings with a related party must be conducted in such a way as to avoid preferential treatment and
assure that the terms obtained by the Company are no less favorable than could be obtained from unrelated parties on an arm’s-length basis.
Conflicts of interest or the material nature of a transaction or relationship may not always be clear-cut; if questions arise, you
should consult with the Legal Department before entering into, developing or continuing a transaction that could reasonably be expected to give rise to a conflict
of interest.
(e) 
Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. Any employee,
officer or director who becomes aware of a conflict of interest or a potential conflict of interest should bring it to the attention of a supervisor, manager or other
appropriate personnel or consult the guidelines described in Section 16 of this Code.
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