Attached files
file | filename |
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10-K - FORM 10-K - CARDTRONICS INC | c97161e10vk.htm |
EX-12.1 - EXHIBIT 12.1 - CARDTRONICS INC | c97161exv12w1.htm |
EX-21.1 - EXHIBIT 21.1 - CARDTRONICS INC | c97161exv21w1.htm |
EX-31.1 - EXHIBIT 31.1 - CARDTRONICS INC | c97161exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - CARDTRONICS INC | c97161exv31w2.htm |
EX-23.1 - EXHIBIT 23.1 - CARDTRONICS INC | c97161exv23w1.htm |
EX-32.1 - EXHIBIT 32.1 - CARDTRONICS INC | c97161exv32w1.htm |
EX-10.49 - EXHIBIT 10.49 - CARDTRONICS INC | c97161exv10w49.htm |
EX-10.48 - EXHIBIT 10.48 - CARDTRONICS INC | c97161exv10w48.htm |
Exhibit 14.2
CARDTRONICS, INC.
FINANCIAL CODE OF ETHICS
APPROVED BY THE AUDIT COMMITTEE ON DECEMBER 30, 2009
FINANCIAL CODE OF ETHICS
APPROVED BY THE AUDIT COMMITTEE ON DECEMBER 30, 2009
This Financial Code of Ethics (Financial Code) of Cardtronics, Inc. (the Company) contains the
ethical principles by which the Companys Chief Executive Officer, Chief Financial Officer, Chief
Accounting Officer, Executive Vice President Audit and Risk Management, Senior Vice President
and Treasurer, and other senior financial officers, including the Corporate Controller, Director of
Reporting, and Finance Directors of the Companys subsidiaries (collectively the Senior Officers)
are expected to conduct themselves when carrying out their duties and responsibilities. Senior
Officers must also comply with the Companys Code of Business Conduct and Ethics.
Ethical Principles
In carrying out his or her duties to and responsibilities for the Company, each Senior Officer
should:
| act ethically with honesty and integrity, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships; |
| provide full, fair, accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the United States Securities and
Exchange Commission (SEC) and in other public communications that the Company makes; |
| comply with applicable laws, rules and regulations of national, state, provincial and
local governments and private and public regulatory agencies having jurisdiction over the
Company; |
| act in good faith, responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing his or her independent judgment on behalf of the
Company to be subordinated to other interests; |
| uphold his or her fiduciary duty to the Company and its shareholders in all transactions
and avoid self-dealings; |
| promote honest and ethical behavior by others in the work environment; |
| respect the confidentiality of information acquired in the course of his or her work
except when authorized or otherwise legally obligated to disclose such information. Such
confidential information must not be used for the personal advantage of any Senior Officer
or parties related to such Senior Officer; |
| responsibly use and maintain all assets and resources employed or entrusted to such
Senior Officer; |
| promptly report violations of this Financial Code to the Companys Chief Executive
Officer or Chief Financial Officer or to the Chairperson of the Audit Committee of the
Board of Directors of the Company (the Board of Directors); and |
| accept accountability for adherence to this Financial Code. |
CARDTRONICS, INC.
FINANCIAL CODE OF ETHICS
APPROVED BY THE AUDIT COMMITTEE ON DECEMBER 30, 2009
FINANCIAL CODE OF ETHICS
APPROVED BY THE AUDIT COMMITTEE ON DECEMBER 30, 2009
Waivers
Consents obtained pursuant to this Financial Code, or waivers of any provision of this Financial
Code, shall be made only by the Companys Board of Directors, or a committee thereof. Persons
seeking a waiver should be prepared to disclose all pertinent facts and circumstances, respond to
inquiries for additional information, explain why the waiver is necessary, appropriate, or in the
best interest of the Company, and be willing to comply with any procedures that may be required to
protect the Company in connection with a waiver. If a waiver of this Financial Code is granted for
any Senior Officer, appropriate disclosure will be made promptly in accordance with legal
requirements and applicable stock exchange or NASDAQ Global Market (NASDAQ) regulations.
Compliance Procedures
Enforcement of sound ethical standards is the responsibility of every officer and employee of the
Company. Violations and reasonable suspicions of violations of this Financial Code of Ethics should
be reported promptly to the Companys Chief Executive Officer or Chief Financial Officer or to the
Chairperson of the Audit Committee of the Board of Directors. Concerns regarding this Financial
Code may also be reported through the Companys Ethics Hotline. The reporting person should make
full disclosure of all pertinent facts and circumstances that the reporting person believes creates
a possible violation of this Financial Code. If the situation so requires, the reporting person may
report anonymously. The Company does not permit retaliation of any kind for good faith reports of
ethical violations. Persons making a report knowing it is false or willfully disregarding its truth
or accuracy, or engaging in any other bad faith use of the reporting system, are in violation of
the Companys Code of Business Conduct and Ethics.
Each director and Senior Officer of the Company shall be provided with a copy of this Financial
Code. This Financial Code may also be provided to any other employee as any Senior Officer deems
appropriate. Each Senior Officer shall sign a written affirmation acknowledging that the Senior
Officer has received, read and understood this Financial Code. The affirmation may be separate from
or included within another affirmation or acknowledgment relating to codes of conduct and ethics,
employee manuals, handbooks, or other materials supplied to Senior Officers. Any Senior Officer,
director, executive officer or employee to whom this Financial Code has been provided may be
required, from time to time, to sign a written affirmation stating that the person (1) has received
and read this Financial Code and understands its contents, (2) has not violated this Financial
Code, and (3) has no knowledge of any violation of this Financial Code that has not been
communicated previously to the office of the Companys Chief Executive Officer or Chief Financial
Officer or to the Chairperson of the Audit Committee of the Board of Directors.
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CARDTRONICS, INC.
FINANCIAL CODE OF ETHICS
APPROVED BY THE AUDIT COMMITTEE ON DECEMBER 30, 2009
FINANCIAL CODE OF ETHICS
APPROVED BY THE AUDIT COMMITTEE ON DECEMBER 30, 2009
Violations
Each person is accountable for his or her compliance with this Financial Code. Violations of this
Financial Code may result in disciplinary action against the violator, including dismissal from
employment when deemed appropriate. Each case will be judged by the Companys Chief Executive
Officer or Chief Financial Officer or the Audit Committee of the Board of Directors on its own
merits considering the duties of the person and the significance of the circumstances involved.
Amendment
Any amendment to this Financial Code shall be made only by the Companys Board of Directors or the
appropriate committee thereof. If an amendment to this Financial Code is made, appropriate
disclosure will be made within four business days after such amendment has been made in accordance
with legal requirements and applicable stock exchange or NASDAQ regulations.
Posting Requirement
The Company shall post this Financial Code on the Companys website as required by applicable rules
and regulations. In addition, the Company shall disclose in its annual report and the proxy
statement for its annual meeting of stockholders that a copy of this Financial Code is available on
the Companys website and in print to any stockholder who requests a copy.
It is the intent of Cardtronics, Inc. that this Financial Code of Ethics be its written code of
ethics under Section 406 of the Sarbanes-Oxley Act of 2002, complying with standards set forth in
Securities and Exchange Commission Regulation S-K Item 406.
Page 3 of 3