Nautilus 2003 Annual Report Download - page 87

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• be a consultant to, or a director, officer or employee of, or otherwise operate an outside business if the demands of the outside
business would interfere with the employee
’
s or officer
’
s responsibilities with the Company;
• accept any personal loan or guarantee of obligations from the Company, except to the extent such arrangements are legally
permissible;
• conduct business on behalf of the Company with immediate family members, which include spouses, children, parents, siblings and
persons sharing the same home whether or not legal relatives; or
•
use the Company
’
s property, information or position for personal gain.
The appearance of a conflict of interest may exist if an immediate family member of a employee, officer or director of the Company is a
consultant to, or a director, officer or employee of, or has a significant financial interest in, a competitor, supplier or customer of the
Company, or otherwise does business with the Company.
Employees shall notify their immediate supervisor of the existence of any actual, apparent or potential conflict of interest. Conflicts or
potential conflicts involving officers or directors shall be brought to the attention of the Chairman of the Company’s Audit Committee.
5. Corporate Opportunities
Employees, officers and directors are prohibited from (a) taking for themselves personally opportunities that are discovered through the
use of the Company’s property, information or position unless approved by the Board of Directors; (b) using Company property,
information or position for personal gain; or (c) competing with the Company. Directors, officers and employees owe a duty to the
Company to advance its legitimate interests when the opportunity to do so arises.
6.
Confidentiality
Employees, officers and directors shall maintain the confidentiality of all information entrusted to them by the Company or its suppliers,
customers or other business partners, except when disclosure is authorized by the Company or legally required.
Confidential information includes (1) information marked “Confidential,” “Private,” “For Internal Use Only,” or similar legends, (2)
technical or scientific information relating to current and future products, services or research, (3) business or marketing plans or
projections, (4) earnings and other internal financial data, (5) personnel information, (6) supply and customer lists, and (7) other non-
public information that, if disclosed, might be of use to the Company’s competitors, or harmful to the Company or its suppliers,
customers or other business partners.
Code of Business Conduct and Ethics
3