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8-K - FORM 8-K - Clearwire Corp /DE | v54356e8vk.htm |
EX-4.3 - EX-4.3 - Clearwire Corp /DE | v54356exv4w3.htm |
EX-4.1 - EX-4.1 - Clearwire Corp /DE | v54356exv4w1.htm |
Exhibit 14.1
CLEARWIRE CORPORATION
CODE OF CONDUCT AND ETHICS
Introduction
Clearwire Corporation and its subsidiaries (Clearwire) believe that the path to success lies
in our conduct and ethics which guide every aspect of our business. The standards of the Code of
Conduct and Ethics (the Code) reflect our commitment to maintaining the highest standards of
business conduct and ethics. Clearwire expects every employee, officer and director to read and
understand the Code and its application to the performance of his or her business responsibilities.
References in the Code to employees are intended to cover officers and, as applicable, directors.
It is imperative that all employees abide by these key principles, among others:
| Obey the law. Compliance with the law does not comprise our entire ethical responsibility; it is a minimum, absolutely essential condition for performance of our duties. | ||
| Do not engage in speculative or insider trading. | ||
| Steer clear of conflicts of interest. | ||
| Avoid illegal and questionable gifts or favors. | ||
| Keep accurate and complete records. | ||
| Treat in an ethical manner all those to whom Clearwire has an obligation. | ||
| Maintain the integrity of consultants, agents and representatives. | ||
| Protect proprietary information and our customers privacy. | ||
| Obtain and use company and customer assets wisely. Do not use confidential information acquired in the course of ones work for personal advantage. | ||
| Maintain a safe, enjoyable, and diverse workplace. |
Officers, managers and other supervisors are expected to develop in employees a sense of
commitment to the spirit, as well as the letter, of the Code. Supervisors are also expected to
ensure that all agents and contractors conform to Code standards when working for or on behalf of
Clearwire. The compliance environment within each supervisors assigned area of responsibility
will be a significant factor in evaluating the quality of that individuals
performance. Nothing in the Code alters the employment at-will policy of employees of
Clearwire Corporation or its subsidiaries.
This Code does not describe every practice or principle related to honest and ethical conduct.
The Code addresses conduct that is particularly important to proper dealings with the people and
entities with whom we interact, but reflects only a part of our commitment. The Code should be
read in conjunction with other policies Clearwire has which address conduct of employees. These
policies include, but are not limited to, Clearwires Employee Resource Guide. Action by members
of your immediate family or other persons who live in your household also may potentially result in
ethical issues to the extent that they involve Clearwires business. For example, acceptance of
inappropriate gifts by a family member from one of Clearwires suppliers could create a conflict of
interest and result in a Code violation attributable to you. Consequently, in complying with the
Code, you should consider not only your own conduct, but also that of your immediate family
members, and other persons who live in your household.
The integrity and reputation of Clearwire depends on the honesty, fairness and integrity
brought to the job by each person associated with us. It is the responsibility of each employee to
apply common sense, together with the highest personal ethical standards, in making business
decisions where there is no stated guideline in the Code. Unyielding personal integrity is the
foundation of corporate integrity.
YOU SHOULD NOT HESITATE TO ASK QUESTIONS ABOUT WHETHER ANY CONDUCT MAY VIOLATE THE CODE,
VOICE CONCERNS OR CLARIFY GRAY AREAS. SECTION 12 BELOW DETAILS THE COMPLIANCE RESOURCES AVAILABLE
TO YOU. IN ADDITION, YOU SHOULD BE ALERT TO POSSIBLE VIOLATIONS OF THE CODE BY OTHERS AND REPORT
SUSPECTED VIOLATIONS, WITHOUT FEAR OF ANY FORM OF RETALIATION.
AS FURTHER DESCRIBED IN SECTION 12, CLEARWIRE HAS ESTABLISHED A WHISTLEBLOWER HOTLINE AT
1-877-301-7247 TO REPORT VIOLATIONS OF THE CODE. Violations of the Code will not be
tolerated. Any employee who violates the standards in the Code may be subject to disciplinary
action, up to and including termination of employment and, in appropriate cases, civil legal action
or referral for criminal prosecution.
1. Legal Compliance
Obeying the law, both in letter and in spirit, is the foundation of this Code. Our success
depends upon each of our officers, directors and employees operating within legal guidelines and
cooperating with local, national and international authorities. It is therefore essential that you
understand the legal and regulatory requirements applicable to your business unit and area of
responsibility. While we do not expect you to memorize every detail of these laws, rules and
regulations, we want you to be able to determine when to seek advice from your supervisor or
Clearwires legal department. If you do have a question in the area of legal compliance, it is
important that you not hesitate to seek answers from your supervisor or the Ethics Compliance
Officer.
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 2 |
Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules and
regulations may subject you, as well as Clearwire, to civil and/or criminal penalties. You should
be aware that conduct and records, including emails, are subject to internal and external audits,
and to discovery by third parties in the event of a government investigation or civil litigation.
It is in everyones best interests to know and comply with our legal and ethical obligations.
2. Insider Trading
Employees who have access to confidential (or inside) information are not permitted to use
or share that information for stock trading purposes or for any other purpose except to conduct our
business and at all times strictly in accordance with any and all policies adopted by Clearwire
relating to insider trading. All non-public information about Clearwire or about companies with
which we do business is considered confidential information. To use material non-public
information in connection with buying or selling securities, including tipping others who might
make an investment decision on the basis of this information, is not only unethical, it is illegal.
Employees must exercise the utmost care when handling material inside information. Employees
should refer to the Clearwire Corporation Corporate Policy Regarding Confidential Information and
Insider Trading for additional information.
3. Customer Privacy
Our customers rely on us to protect their personal information. Customer records are
extremely confidential and should be used only for legitimate business purposes by employees with a
business need to know. Customer communications (including voice and data) or records may be
disclosed outside Clearwire only with the customers authenticated written consent or Legal
Department approval.
Employees communicating directly with customers about their accounts, such as customer care
representatives, must properly authenticate a caller (or person sending an email) to ensure
protection of customer confidential information and compliance with relevant laws and regulations.
Employees engaged in such communication will receive additional information on authentication from
their manager or through training. Although privacy is important and protected by law, if you
suspect a customer is using Clearwires products or services for an unlawful purpose, please
contact the Legal Department immediately. If you receive a subpoena, court order or other request
for information from a law enforcement agency you should immediately contact the Legal Department.
This includes requests for customer information, such as customer toll records or invoices.
4. Conflicts of Interest
A conflict of interest occurs when an individuals personal interest may interfere in any
way with the performance of his or her duties or the best interests of Clearwire. A conflicting
personal interest could result from an expectation of personal gain now or in the future or from a
need to satisfy a prior or concurrent personal obligation. We expect our employees, officers and
directors to be free from influences that conflict with the best interests of Clearwire. Even the
appearance of a conflict of interest where none actually exists can be damaging and should be
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 3 |
avoided. Whether or not a conflict of interest exists or will exist can be unclear.
Conflicts of interest are prohibited unless specifically authorized as described below.
If you have any questions about a potential conflict or if you become aware of an actual or
potential conflict and you are not an officer or director of Clearwire, you should discuss the
matter with your supervisor or the Ethics Compliance Officer (as further described in Section 12).
Supervisors may not authorize conflict of interest matters without first seeking the approval of
the Ethics Compliance Officer and filing with the Ethics Compliance Officer a written description
of the authorized activity. If the supervisor is involved in the potential or actual conflict, you
should discuss the matter directly with the Ethics Compliance Officer. Executive officers and
directors should seek authorization from the Audit Committee of the Board of Directors. Factors
that may be considered in evaluating a potential conflict of interest are, among others:
| whether it may interfere with the employees job performance, responsibilities or morale; | ||
| whether the employee has access to confidential information; | ||
| whether it may interfere with the job performance, responsibilities or morale of others within the organization; | ||
| any potential adverse or beneficial impact on our business; | ||
| any potential adverse or beneficial impact on our relationships with our customers or suppliers or other service providers; | ||
| whether it would enhance or support a competitors position; | ||
| the extent to which it would result in financial or other benefit (direct or indirect) to the employee; | ||
| the extent to which it would result in financial or other benefit (direct or indirect) to one of our customers, suppliers or other service providers; and | ||
| the extent to which it would appear improper to an outside observer. |
The following are examples of situations that may, depending on the facts and circumstances,
involve conflicts of interests:
| Employment by (including consulting for) or service on the board of directors of a competitor, customer or supplier or other service provider. Activity that enhances or supports the position of a competitor to the detriment of Clearwire is prohibited, including employment by, or service on, the board of directors of a competitor. Employment by or service on the board of directors of a customer or supplier or other service provider is generally discouraged and you must seek authorization in advance if you plan to take such action. |
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 4 |
| Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with us. In addition to the factors described above, persons evaluating ownership for conflicts of interest will consider the size and nature of the investment; the nature of the relationship between the other entity and Clearwire; the employees access to confidential information and the employees ability to influence Clearwire decisions. If you would like to acquire a financial interest of that kind, you must seek approval in advance. | ||
| Soliciting or accepting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with us. See Section 7 for further discussion of the issues involved in this type of conflict. | ||
| Soliciting contributions to any charity or for any political candidate for an improper purpose from any person or entity that does business or seeks to do business with us. | ||
| Taking personal advantage of corporate opportunities. See Section 4 for further discussion of the issues involved in this type of conflict. | ||
| Employment outside Clearwire without prior approval. | ||
| Conducting our business transactions with your family member or person who shares your household or a business in which you have a significant financial interest. Material related-party transactions approved by the Audit Committee and involving any executive officer or director may be publicly disclosed as required by applicable laws and regulations. |
5. Corporate Opportunities
You may not take personal advantage of opportunities that are presented to you or discovered
by you as a result of your position with us or through your use of Clearwires property or
information, unless authorized by the Ethics Compliance Officer or, with respect to issues raised
by executive officers or directors, the Audit Committee, or as otherwise permitted by Clearwires
Certificate of Incorporation. Even opportunities that are acquired privately by you may be
questionable if they are related to our existing or proposed lines of business. Participation in
an investment or outside business opportunity that is related to our existing or proposed lines of
business must be pre-approved. You cannot use your position with us or our property or
information for improper personal gain, nor can you compete with us in any way.
6. Maintenance of Corporate Books, Records, Documents and Accounts; Financial Integrity
The integrity of our records and public disclosure depends on the validity, accuracy and
completeness of the information supporting the entries to our books of account. Therefore, our
corporate and business records should be completed accurately and honestly. The making of false or
misleading entries, whether they relate to financial results or test results, is strictly
prohibited. Our records serve as a basis for managing our business and are important in meeting
our obligations to customers, suppliers, creditors, employees and others with whom we do
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 5 |
business. As a result, it is important that our books, records and accounts accurately and
fairly reflect, in reasonable detail, our assets, liabilities, revenues, costs and expenses, as
well as all transactions and changes in assets and liabilities. We require that:
| no entry be made in our books and records that intentionally hides or disguises the nature of any transaction or of any of our liabilities, or misclassifies any transactions as to accounts or accounting periods; | ||
| transactions be supported by appropriate documentation; | ||
| the terms of sales and other commercial transactions be reflected accurately in the documentation for those transactions and all such documentation be reflected accurately in our books and records; | ||
| employees comply with our system of internal controls; and | ||
| no cash or other assets be maintained for any purpose in any unrecorded or off-the-books fund. |
Our accounting records are also relied upon to produce reports for our management,
stockholders and creditors, as well as for governmental agencies. These reports must provide full,
fair, accurate, timely and understandable disclosure and fairly present our financial condition and
results of operations. Employees who collect, provide or analyze information for or otherwise
contribute in any way in preparing or verifying these reports should strive to ensure that our
financial disclosure is accurate and transparent and that our reports contain all of the
information about Clearwire that would be important to enable stockholders and potential investors
to assess the soundness and risks of our business and finances and the quality and integrity of our
accounting and disclosures. In addition:
| no employee may take or authorize any action that would cause our financial records or financial disclosure to fail to comply with generally accepted accounting principles, or other applicable laws, rules and regulations; and | ||
| all employees must cooperate fully with our accounting department and internal auditors, as well as our independent public accountants and legal counsel, respond to their questions with candor and provide them with complete and accurate information to help ensure that our books and records, are accurate and complete. |
Any employee who becomes aware of any departure from these standards has a responsibility to
report his or her knowledge promptly to a supervisor, the Ethics Compliance Officer or one of the
other compliance resources described in Section 12.
7. Fair Dealing
We strive to outperform our competition fairly and honestly. Advantages over our competitors
are to be obtained through superior performance of our products and services, not through
unethical or illegal business practices. Acquiring proprietary information from others
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 6 |
through improper means, possessing trade secret information that was improperly obtained, or
inducing improper disclosure of confidential information from past or present employees of other
companies is prohibited, even if motivated by an intention to advance our interests. If
information is obtained by mistake that may constitute a trade secret or other confidential
information of another business, or if you have any questions about the legality of proposed
information gathering, you must consult your supervisor or the Ethics Compliance Officer, as
further described in Section 12.
You are expected to deal fairly with our customers, suppliers, employees and anyone else with
whom you have contact in the course of performing your job. No employee may take unfair advantage
of anyone through misuse of confidential information, misrepresentation of material facts or any
other unfair dealing practices.
Employees involved in procurement have a special responsibility to adhere to principles of
fair competition in the purchase of products and services by selecting suppliers based exclusively
on normal commercial considerations, such as quality, cost, availability, service and reputation,
and not on the receipt of special favors.
Antitrust laws, sometimes also called competition laws, govern the way that companies behave
in the marketplace. Antitrust laws encourage competition by prohibiting unreasonable restraints on
trade. The laws deal in general terms with the ways companies deal with their competitors,
customers, and suppliers. Violating antitrust laws is a serious matter and could place both the
company and the individual at risk of substantial criminal penalties. In all regions and countries
where Clearwire does business, we are committed to competing vigorously but fairly for suppliers
and customers. To adhere to antitrust laws, we must not:
Communicate with any competitor relating to price, any term that affects pricing, or
production levels,
Divide or allocate markets or customers,
Agree with a competitor to boycott another business, or
Put inappropriate conditions on purchases or sales.
When questions arise, contact the Legal Department for guidance.
8. Gifts and Entertainment
Business entertainment and gifts are meant to create goodwill and sound working relationships
and not to gain improper advantage with customers, vendors or suppliers or facilitate approvals
from government officials. Unless express permission is received from a supervisor, the Ethics
Compliance Officer or the Audit Committee, entertainment (other than of a normal social nature) and
gifts cannot be offered, provided or accepted by any employee unless consistent with customary
business practices and not (a) excessive in value, which would be any one item valued over $200.00
or multiple items in any one year valued in the aggregate over $500.00 unless relating to an
entertainment event and the customers, suppliers or vendors are
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 7 |
present at such event; (b) in cash; (c) susceptible of being construed as a bribe or kickback;
or (d) in violation of any laws. This principle applies to our transactions everywhere in the
world, even where the practice is widely considered a way of doing business. Under some
statutes, giving anything of value to a government official to obtain or retain business or
favorable treatment is a criminal act subject to prosecution and conviction. Discuss with your
supervisor or the Ethics Compliance Officer any proposed entertainment or gifts if you are
uncertain about their appropriateness.
9. Protection and Proper Use of Company Assets
All employees are expected to protect our assets and ensure their efficient use. Theft,
carelessness and waste have a direct impact on our profitability. Our property, such as
office supplies, automobiles, computer equipment, phones and offices, are expected to be used only
for legitimate business purposes, although incidental personal use may be permitted. Use of the
Companys electronic media and services must conform to the procedures outlined in the Companys
Employee Resource Guide and the Electronic Communications Policy therein. Employees should be
mindful of the fact that we retain the right to access, review, monitor and disclose any
information transmitted, received or stored using our electronic equipment, with or without an
employees or third partys knowledge, consent or approval. Any misuse or suspected misuse of
our assets must be immediately reported to your supervisor or the Ethics Compliance
Officer.
Our computer systems, network and electronic data are an essential part of the business. Their
continuous availability and efficient use play a critical role in our success. Every employee
should do their part to safeguard the integrity and confidentiality of the systems, the network and
the electronic data processes stored in our systems by protecting passwords, user IDs and access to
all our facilities.
Due care and common sense should govern the use of our computer systems, and access to our
electronic data, so please observe the following guidelines:
Do not use or access computer facilities and records without authorization.
Protect passwords, IDs and access to computer systems and facilities.
Do not alter or destroy software, data or files without authorization.
Do not download, copy or install software or data without appropriate authorization.
Protect against the spread of viruses and spy-ware by using only legally licensed
software.
Restrict access to data based on a need-to-know basis.
Report to your supervisor any change in job duties that would affect your need for access
to systems data.
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 8 |
Employees should refer to the Clearwire Security Policy and the Security: Top 10 Must Knows
for additional information.
10. Intellectual Property
Clearwire values and encourages the protection of its intellectual property (such as patents,
trade secrets, copyrights and trademarks) and proprietary information while simultaneously
respecting the valid intellectual property rights of third parties. Intellectual property laws
protect many materials used by Clearwire employees in the course of their work. Copyright laws
protect materials such as computer software, music, artwork, audio and videotapes, books,
presentations and training materials. Patent laws protect inventions and trade secret laws protect
proprietary information. Trademark laws protect product and services names. Employees must not
knowingly infringe on the valid intellectual property rights of others. Employees must also
identify any agreements they may have with past employers and notify their supervisors or People
Development. Employees should direct any intellectual property questions or concerns to the Legal
Department. Employees should promptly identify any innovative processes, methods and technologies
that may be eligible for patent protection.
11. Confidentiality
One of our most important assets is our confidential information. Employees, officers and
directors who have received or have access to confidential information should take care to keep
this information confidential. Confidential information may include but is not limited to
business, marketing and service plans, financial information, databases, customer data (including,
for example, customer financial information), pricing strategies, personnel data, personally
identifiable information pertaining to our employees, customers or other individuals (including,
for example, names, addresses, telephone numbers and social security numbers), and similar types of
information provided to us by our customers.
Except when disclosure is authorized or legally mandated, you must not share our or our
customers confidential information with third parties or others within Clearwire who have no
legitimate business purpose for receiving that information. Unauthorized use or distribution of
this information could also be illegal and result in civil liability and/or criminal penalties. In
determining whether a matter is authorized or legally required to be disclosed, you must first
coordinate with Clearwires legal counsel or the Ethics Compliance Officer.
You should also take care not to inadvertently disclose confidential information. Materials
that contain confidential information, such as memos, notebooks, computer disks and laptop
computers should be stored securely. Unauthorized posting or discussion of any information
concerning our business, information or prospects on the Internet is prohibited. You may not
discuss our business, information or prospects in any chat room, regardless of whether you use
your own name or a pseudonym. Be cautious when discussing sensitive information in public places
like elevators, airports, restaurants and quasi-public areas within Clearwire, such as
lobbies, retail areas, cafeterias or lunch rooms. All Clearwire emails, voicemails and
other communications are presumed confidential and should not be forwarded or otherwise
disseminated outside of Clearwire, except where required for legitimate business purposes.
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 9 |
In addition to the above responsibilities, if you are handling information protected by any
privacy policy published by us, such as confidential customer information, then you must handle
that information solely in accordance with the applicable policy.
12. Special Provisions Applicable to Senior Financial Officers
The Companys Chief Executive Officer (CEO), President, Chief Financial Officer (CFO), Chief
Operating Officer (COO), Executive Vice Presidents and other senior finance and accounting officers
(collectively, the Senior Financial Officers), hold an important and elevated role in corporate
governance in that they are uniquely capable and empowered to ensure that all stakeholders
interests are appropriately balanced, protected, and preserved. Because of this special role, the
Senior Financial Officers are bound by the following principles and responsibilities, and by
accepting the Code, each agrees that he or she will, in his or her capacity as an employee of the
Company:
| Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships. | ||
| Provide information that is accurate, complete, objective, relevant, timely, and understandable to ensure full, fair, accurate, timely, and understandable disclosure reports and documents that the Company files with, or submits to, government agencies and in other public communications. | ||
| Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies. | ||
| Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing his or her independent judgment to be subordinated. | ||
| Respect the confidentiality of information acquired in the course of his or her work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of his or her work will not be used for personal advantage. | ||
| Share knowledge and maintain skills important and relevant to stakeholders needs. | ||
| Proactively promote and be an example of ethical behavior as a responsible employee among peers, in the work environment and the community. | ||
| Achieve responsible use of and control over all assets and resources employed or entrusted. | ||
| Be responsible for implementing and maintaining adequate internal control structure and procedures for financial reporting, including disclosure controls. | ||
| Promptly report Code violations to the Ethics Compliance Officer. |
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 10 |
13. Waivers
Any waiver of this Code for executive officers (including, where required by applicable laws,
our principal executive officer, principal financial officer, principal accounting officer or
controller (or persons performing similar functions)) or directors may be authorized only by our
Board of Directors or the Audit Committee of the Board of Directors and may be disclosed to
stockholders or in public filings as required by applicable laws, rules and regulations.
14. International Business
We must abide by the laws, rules and regulations of countries where we do business. We are
committed to following not only U.S. laws that deal with foreign business transactions (such as the
Foreign Corrupt Practices Act), but also with the laws of the host countries in which we operate.
Because cultural differences and local customs or laws may raise issues, prior to engaging in any
international business, you should discuss these issues with your supervisor and the Legal
Department.
Payments we make in the course of doing business internationally must reflect the value of the
services actually provided, be directed to proper business purposes, made to legitimate business
service providers and meet the requirements of the laws of the U.S. and of other countries where we
do business.
One key law governing our conduct of business in other countries is the Foreign Corrupt
Practices Act (FCPA), which governs payments from U.S. companies and some foreign companies to
foreign government officials. Generally, it is a violation of the FCPA to make payments or related
offers, or to provide any other benefit, to or for the benefit of a foreign official. Regardless of
the particular customs of a foreign country, you must be particularly careful to follow company
standards, local laws and U.S. laws regarding doing business with non-U.S. officials or their
family members.
You must never make payments to a third party that you suspect may be passed to officials
outside the U.S. or other persons to improperly influence any persons decision-making to secure,
retain or direct business for Clearwire. You must not use an agent to make any payment that
Clearwire itself cannot make. Whenever you retain any agent in connection with foreign business,
you must make sure that you can properly trace any funds provided to the agent to ensure that they
are not used to make improper payments to government officials or their representatives.
15. Employee Relations
Respectful Workplace: Clearwire is committed to providing a workplace that is free from
verbal, physical, and visual forms of harassment so that everyone can work in a productive, fun,
respectful, and professional environment. Harassment in employment based on race, color, sex,
creed, religion, age, marital status, national origin, citizenship, disability, veteran status,
sexual orientation, or any other status or characteristic protected by local, state, or federal law
is strictly prohibited. Employees who violate this policy are subject to discipline, up to and
including
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 11 |
possible termination. Employees should refer to Clearwires Partner Resource Guide for more
information on this policy.
Employee Privacy: Employees have no right of privacy in information they send, receive, access
or store on any of Clearwires computer systems, telephone systems or networks (Workplace
Communications.) Electronic message traffic that interferes with the network or its interconnected
systems is prohibited. Clearwire reserves the right to review Workplace Communications (including
but not limited to Internet activity, email, instant messages or other electronic messages,
computer storage and voicemail) as well as to inspect employees company-provided workspace, at any
time.
Personal Relationships at Work: Personal relationships in the workplace can result in actual
and/or perceived conflicts of interest. Clearwire does not allow an employee to have a direct
reporting or contractual relationship with any immediate family member, any relative, or any person
who has a significant personal relationship with the employee. As with any other situation,
Clearwire expects that you will not put yourself or the Company in a compromising position. Notify
your manager when you are involved in any personal relationship that could be considered a conflict
of interest.
Safety in the Workplace: Clearwire is committed to preventing workplace violence and to
maintaining a safe work environment. Conduct that threatens, intimidates, or coerces another
employee, a customer, s guest, or member of the public at any time, including off-duty periods,
will not be tolerated. This prohibition includes all acts of harassment, including that based on an
individuals sex, race, age, or any characteristic protected by federal, state, or local law. All
threats of or actual violence, both direct and indirect, should be reported in a detailed manner as
soon as possible to your manager, any other member of management, or your contact in People
Development. Clearwire will promptly and thoroughly investigate all reports. The identity of the
individual making a report will be protected as much as is practical. Anyone determined to be
responsible for threats of or actual violence or other conduct that is in violation of these
guidelines will be subject to prompt disciplinary action up to and including termination of
employment.
Drug/Alcohol Policy: Clearwire is committed to having a safe, healthy, and efficient work
environment. Being under any influence of drugs or alcohol on the job poses serious safety and
health risks to the user and to all those who work with the user. Clearwire complies with federal
and state rules, regulations or laws that relate to the maintenance of a workplace free from
illegal drugs and alcohol. As a condition of employment, all partners are required to abide by the
terms of this policy and to notify management of any conviction of any criminal drug statute no
later than five days after such conviction. Employees should refer to Clearwires Partner Resource
Guide for more information on this policy.
16. Compliance Standards and Procedures
Compliance Resources
To facilitate compliance with this Code, we have implemented a program of Code awareness,
training and review. We have established the position of Ethics Compliance Officer
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 12 |
to oversee this program. The Ethics Compliance Officer is a person to whom you can address
any questions or concerns. In addition to fielding questions or concerns with respect to potential
violations of this Code, the Ethics Compliance Officer is responsible for:
| investigating possible violations of the Code; | ||
| training new employees in Code policies; | ||
| conducting annual training sessions to refresh employees familiarity with the Code; | ||
| monitoring compliance with the Code on both an informal and a formal basis, placing particular emphasis on the relationships between employees and third parties; | ||
| distributing copies of the Code annually to each employee with a reminder that each employee is responsible for reading, understanding and complying with the Code; | ||
| updating the Code as needed and alerting employees to any updates, with appropriate approval of the Board of Directors, to reflect changes in the law, Clearwire operations and in recognized best practices, and to reflect Clearwire experience; and | ||
| otherwise promoting an atmosphere of responsible and ethical conduct. |
Your most immediate resource for any matter related to the Code is your supervisor. He or she
may have the information you need, or may be able to refer the question to another appropriate
source. There may, however, be times when you prefer not to go to your supervisor. In these
instances, you should feel free to discuss your concern with the Ethics Compliance Officer. If you
are uncomfortable speaking with the Ethics Compliance Officer because he or she works in your
department or is one of your supervisors, please contact either of the Chief Executive Officer or
the Chief Financial Officer.
Clearwire has established a [Whistleblower Hotline at 1-877-301-7247] for those who wish to
ask questions about Clearwire policy, seek guidance on specific situations, or report violations of
the Code. There is no need to identify yourself, if you prefer not to. Whether you identify
yourself or remain anonymous, your telephonic or email contact will be kept strictly confidential
to the extent reasonably possible within the objectives of the Code.
Clarifying Questions and Concerns; Reporting Possible Violations
It is Clearwires policy that each of its employees, officers and directors have open
opportunities to bring to the attention of any supervisor or the Ethics Compliance Officer
allegations of wrongdoing of any officer, director or employee, including but not limited to
violations of this Code, laws or regulations, any actions considered unsafe or any unsound business
practices that jeopardize the welfare and safety of employees or customers. Other
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 13 |
allegations may include but are not limited to corruption, violations of this Code, bribery,
and acceptance of gifts beyond established limits, theft of Clearwire property, misuse of Clearwire
property and facilities or any activities that involves fraud or misconduct. If you encounter a
situation or are considering a course of action and its appropriateness is unclear, discuss the
matter promptly with your supervisor or the Ethics Compliance Officer; even the appearance of
impropriety can be very damaging and should be avoided.
If you are aware of a suspected or actual violation of Code standards by others, you have a
responsibility to report it. You are expected to promptly provide a compliance resource with a
specific description of the violation that you believe has occurred, including any information you
have about the persons involved and the time of the violation. Whether you choose to speak with
your supervisor or the Ethics Compliance Officer, you should do so without fear of any form of
retaliation. We will take prompt disciplinary action against any employee who retaliates against
you, up to and including termination of employment.
Supervisors must promptly report any complaints or observations of Code violations to the
Ethics Compliance Officer. The Ethics Compliance Officer will investigate all reported possible
Code violations promptly and with the highest degree of confidentiality that is possible under the
specific circumstances. Your cooperation in the investigation will be expected. As needed, the
Ethics Compliance Officer will consult with the People Development department or the Audit
Committee of the Board of Directors.
If the investigation indicates that a violation of the Code has probably occurred, we will
take such action as we believe to be appropriate under the circumstances. If we determine that an
employee is responsible for a Code violation, he or she will be subject to disciplinary action up
to, and including, termination of employment and, in appropriate cases, civil action or referral
for criminal prosecution. Appropriate action may also be taken to deter any future Code
violations.
17. Documentation.
Each officer, director and employee with be provided with this Code of Conduct and Ethics, as
the same may be amended from time to time, annually and will be required to sign a written
acknowledgement of its receipt and an agreement to comply with this Code.
Approved by the Clearwire Corporation Board of Directors on December 11, 2009.
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 14 |
ACKNOWLEDGEMENT OF CODE OF CONDUCT AND ETHICS.
(To be placed in employees personnel file)
I acknowledge receipt of a copy of the Clearwire Corporation Code of Conduct and Ethics on
, 20___. Furthermore I understand the intent and conditions within this Code of
Conduct and Ethics and agree to abide by the terms of this Code of Conduct and Ethics.
I understand that these guidelines will be used and modified at the discretion of Clearwire
Corporation.
Signed: | ||||||||
Printed Name: | ||||||||
Date: | ||||||||
Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 15 |
CODE OF CONDUCT AND ETHICS VIOLATION
REPORTING FORM
It is Clearwires policy that employees of Clearwire have open opportunities to bring to the
attention of any allegations of wrongdoing of officers, directors or other employees, including by
not limited to violations of Clearwires Code of Conduct and Ethics, laws or regulations, any
actions considered unsafe or unsound business practices or unsafe practices that jeopardize the
welfare and safety of Clearwires employees or customers. Other allegations may include but are
not limited to: corruption, violations of the Code of Conduct and Ethics, bribery, acceptance of
gifts beyond established limits, theft of Clearwire property, misuse of Clearwire property and
facilities, or any activity that involves fraud or misconduct.
All Clearwire employees will be free from retaliation as a result of bringing forward allegations
of wrongdoing or participating in an investigation of such allegations of wrongdoing.
NAME, TITLE, AND LOCATION OF INDIVIDUAL(S) INVOLVED:
SUMMARY OF THE INCIDENT OR ALLEGATION BEING REPORTED:
Note: If additional space is needed, please attach another page.
NAME OF PERSON REPORTING:
|
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(May be left blank) |
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DATE OF REPORTING: |
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SIGNATURE OF PERSON REPORTING: |
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Clearwire Corporation Code of Conduct and Ethics, December 11, 2009 | Page 16 |