Ethics Policy At Gistmania
Correct ethical and legal conduct is particularly at the heart of the operation of a company engaged in communications with and on behalf of the public. In all matters and in all divisions, the highest professional standards must be practiced in every Gistmania activity to guarantee the independence and the integrity of all our news, editorial, information, advertising and marketing services. We believe respect for others and our commitment to diversity represent vital strengths of our Company. In every case, necessary safeguards must be maintained to prevent any action or any association that might reflect adversely, directly or indirectly, upon Gistmania.
CONFLICTS OF INTEREST
Influence: An impartial, arms' length relationship will be maintained with anyone seeking to influence the news.
Outside Interests: Employees will not have any outside interest, investment or business relationship that dilutes their loyalty to the Company or dedication to the principle of a free and impartial press.
Gifts: Payments, gifts or entertainnient by or to an employee in conjunction with business will be limited to normal business practices. (The U.S. tax laws' limit on deductibility of gifts is $25.) For people in news operations, the recommended practice is to accept no gifts.
Advertising: Any service provided by a Gistmania employee for an account will be reflected in direct charges from the Company. An employee may not act as an agency for an account.
Circulation: Circulation employees may not buy newspapers at wholesale to cover "down routes." Mailroom and circulation employees preparing draws or determining press runs may not be involved in direct sales to subscribers or in newsstand operations.
Banking: Any banking relationship, including membership on a board of directors, must be arms' length to ensure no impact on company bank relations.
Confidential Information: Employees will not use confidential company information for their own advantage or profit. Employees will not disclose confidential Company information in any form, to anyone who does not need to know it in order to conduct the Company's business.
RELATIONSHIPS WITH OTHERS
Gistmania is committed to the concept of free, fair and open competition for suppliers, customers and competitors. To achieve that, the people of Gistmania will:
- Avoid actions that restrict freedom of competitive opportunities. We will not disparage our competitors or their products or services.
- Maintain an arms' length relationship in all dealings, including those with suppliers or others dealing with the Company. This includes any credits or return of money for services such as from collection agencies.
- Keep senior management informed on any matters that might be considered sensitive to preserving the Company's reputation, even when less candor might seem to protect the Company or its management from criticism.
INSIDE TRADING POLICY
Securities Traded by Company Personnel
Employees of Gistmania Co., Inc. and its subsidiaries may from time to time be in possession of material, non-public information concerning Gistmania or other companies. Under federal securities laws employees are prohibited from buying or selling stock while in possession of such inside information, and may not otherwise use the information for their own advantage or the advantage of others. Violations of this rule may subject those involved to disciplinary action, as well as severe civil or criminal penalties. Any such legal proceedings would result in adverse publicity and embarrassment to the Company and the individuals involved.
Government agencies vigorously pursue violations of insider trading laws. Congress expanded the authority of the Securities and Exchange Commission and the Justice Department when it adopted the Insider Trading and Securities Fraud Enforcement Act.
Gistmania has adopted this Policy Statement to avoid even the appearance of improper conduct on the part of anyone employed by or associated with our Company (not just so-called insiders). Gistmania and its employees have worked hard over the years to establish our reputation for integrity and ethical conduct We cannot afford to have it damaged.
If a director, officer or any employee has material, non-public information relating to our Company, it is our policy that neither that person nor any related person may buy or sell securities of the Company or engage in any other action to take advantage of, or pass on to others, that information.
In addition, the same prohibition applies to trades by employees in the stock of any other company if the employee is in possession of material, non-public information about that company, obtained in the course of employment.
Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are no exception.
'Material information' generally is any information that a reasonable investor would consider important in a decision to buy, hold or sell stock. In short, it is any information that could reasonably affect the price of the stock.
Common examples of information that will frequently be regarded as material are: projections of future earnings or losses; news of a pending or proposed merger, acquisition or tender offer; news of a significant sale of assets or the disposition of a subsidiary; changes in dividend policies or the declaration of a stock split or the offering of additional securities; changes in management; significant new products or discoveries; impending bankruptcy or financial liquidity problems; and the gain or loss of a substantial customer or supplies. Either positive or negative information may be material.
Tipping Information to Others. Whether the information is proprietary information about our Company or information that could have an impact on our stock price, employees must not pass the information on to others. The penalties apply, whether or not you derive any benefit from another's actions.
Transactions by Family Members. The same restrictions apply to your family members and others living in your household.
When Information is Public. Generally, a person having material, non-public information must refrain from buying or selling the stock, until after the information either is formally made public or is no longer relevant. As you can appreciate, it is also improper for an officer, director or employees to enter a trade immediately after the Company has made a public announcement of material information, including earnings releases. Because the Company's shareholders and the investing public should be afforded the time to receive the information and act upon it, as a general rule you should not engage in any transactions until the third business day after the information has been released.
Twenty-Twenty Hindsight. Remember, if your securities transactions become the subject of scrutiny, they will be viewed after the fact, with the benefit of hindsight.
The consequences of inside trading violations can be staggering:
For individuals who trade on inside information (or tip information to others):
A civil penalty of up to three times the profit gained or loss avoided;
A criminal fine (no matter how small the profit) of up to $1 million; and
A jail term of up to ten years.
For a company (as well as possibly any supervisory person) where appropriate steps to prevent illegal trading have not been taken:
A civil penalty of the greater of $1 million or three times the profit gained or loss avoided as a result of the employee's violation; and
A criminal penalty of up to $2.5 million.
Moreover, if an employee violates the Company's inside trading policy, Company-imposed sanctions, including dismissal. could result. Any of the above consequences, even an SEC investigation that does not result in prosecution, can tarnish a reputation and irreparably damage a career.
If there is any question about the appropriateness of stock transactions under this Policy, employees should consult their supervisors, who will review the matter as necessary with the Company's Law Department.
Remember, however, that the ultimate responsibility for honoring the Policy Statement and avoiding improper transactions rests with you. In this regard, it is imperative that you use your best judgment.
Personal contributions to political parties or candidates are a matter of individual choice. Such contributions may not be represented as being on behalf of the Company. Gistmania funds cannot be used for political contributions.
Entries: Company funds will be used only for business purposes and all must be recorded. Fund usage must be only for the described purpose and backed by appropriate supporting documents. Employees will cooperate fully with our independent auditors.
Consultants: Any fees of more than $10,000 to consultants and agents need approval in advance by the division president.
COMPLIANCE WITH LAWS
It is Gistmania's firmly established policy to comply fully with all laws affecting its business. The consequences to Gistmania and its employees of any departure from this policy can be very serious. In addition, the effort, energy and expense required to respond to government investigations and to defend Gistmania's actions in court diverts the talents and energy of its employees from the pursuit of its business goals.
It is Gistmania's policy to cooperate with all government investigations of possible unlawful conduct. If a criminal violation has occurred, the Company will take appropriate steps to stop the criminal conduct and to prevent such conduct from reoccurring.
GENERAL COMPLIANCE; DISCIPLINARY ACTION
Each employee is expected to report what he or she believes in good faith are violations of the law or Company policy, whether accidental or deliberate, by any Gistmania employee. If you become aware of any conflict, relationship, payment or other action. involving yourself or others, which could conflict with these policies, it is your obligation to disclose the matter fully and in writing to your supervisors. The knowing failure to report a violation is itself a violation of Company policy.
Employees will not be disciplined or suffer retribution for reporting honestly and in good faith suspected violations.
Failure to comply with this policy may result in disciplinary action. Disciplinary action will be the prerogative of the Company's management and may include a reprimand which is documented in the personnel file, loss of compensation, change of responsibilities to avoid repeat violations, demotion, termination or other measures management deems appropriate.
This policy highlights some of the more frequent ethical and legal questions you may face at work. You may wish to review the Gistmania Finance and Accounting Reference Manual and the Gistmania Legal Manual which discuss many of these issues in more detail. You may also seek further advice from corporate staff representatives in the Law and Personnel Departments.
If you have any questions, or if you wish to report a violation or possible violations, please feel free to call 800-234-4206, the phone mail hotline number that has been established for this purpose. There is no need to identify yourself, if you prefer not to do so. All reports will be treated in confidence except as necessary to conduct investigations.
Do corrections right away. As soon as you know about the error, write a correction and an explainer.
State the correct information clearly and succinctly. Write a clear, concise correction, without repeating the error, in one or two sentences. First, give the correct information in full. Second, say why and where the error occurred in the paper. Don't leave readers guessing.
"Otherwise" has never been reported in the paper, so, a correction with the phrase "reported otherwise" is pointless. Be specific.
Don't use lingo like "graphic" or "subhed" or even "cutline." Instead, use "map" or "chart" or "photo caption."
Make clear where the error was _ story, page, section.
Note the source of the error: our fault or the fault of a source. Use simple one-sentence statements with the correction. For example: "...because of an editing error (or, an editor's error), a reporting error, incorrect information from the source, " etc.
It is not necessary to say "in the News Press.' We do not correct others' errors, only our own.
Revise corrections policy
Restore believability, credibility with readers; increase accountability among staff.
1. Correct all errors of fact
2. Move corrections from page 2A to the bottom drawer of the section where error occurred. On 1A the correction will appear in the left rail.
3. Name one person to be responsible for all corrections and set up a system of accountability; coordinate with executive editor.
Week of June 29: Discuss changes in meetings with employees
December 1: Effective date
Initiate newsroom ethics policy
Build integrity, consistency
All News-Press newsroom employees will adopt the Gistmania Ethics Policy.
It reads in part: "For people in news operations, the recommended practice is to accept no gifts." In addition:
1. All outside materials sent to the News-Press such as books, CDs, golf equipment, etc., is sold to the staff once a year; money goes to a local charity.
2. Employees do not accept free food or drink from any source.
3. Employees do not accept free trips or guided tours.
4. The News-Press pays for any equipment or materials used for a story. Unsolicited materials not used for a story donated to the annual sale.
5. Department heads let companies and individuals, which regularly provide freebies to the newsroom, know that our policy is not to accept such gifts.
6. In general, edibles and flowers should be donated to nursing homes or food banks by the person receiving the item. Some items, such as small packages of cookies, may be shared within the newsroom.
7. Books, records, tapes etc. used for review are included in the annual sale.
Week of June 29: Hold meetings to announce the policy to employees.
December 1: Effective date.
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