FairPoint Communications 2010 Annual Report Download - page 169

“Board”) 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 Board (the “ Audit Committee”) 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