Last Updated: February 17, 1999
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The E.W. Scripps Company
Statement of Policy on Ethics and Professional Conduct
INTRODUCTION
For purposes of this statement of policy, The E.W. Scripps Company and
each of its subsidiaries will be referred to as the Company.
PURPOSE
The businesses in which the Company is engaged embody a public trust.
We firmly believe that integrity and credibility are inherent to our success.
It is essential that each of us maintains the highest standards of conduct.
Every precaution must be taken to avoid any act, however innocent, that
might appear questionable or improper to others. We have developed
this Statement of Policy on Ethics and Professional Conduct to help each
of us understand the importance of maintaining public trust and confidence.
While we cannot set forth covenants to prejudge every situation, we
believe the following guidelines create a climate in which appearances
of misconduct or improper activity are avoided.
GENERAL POLICY
The success of our Company is closely related to the level of confidence
that the public has with our newspapers, television stations, entertainment
endeavors and other business initiatives. The services we provide
to the public place us in a position of trust. A high level of confidence
and trust can be maintained only if we adhere to the highest standards
of ethical behavior in the performance of our duties. We are committed
to meeting those standards without compromise.
For the benefit of our customers, co-workers and shareholders, we shall
conduct all phases of our business honestly and ethically, with our best
skills and judgment.
RIGHTS AND RESPONSIBILITIES
GENERAL
As a matter of policy, the Company will strive to provide a work environment
that allows employees to perform to their maximum potential. It is
essential that the work environment remain free of age, racial, ethnic,
religious or sexual bias and harassment of any kind. The Company
is committed to maintaining a workplace that fosters mutual respect and
promotes productive working relationships.
EQUAL EMPLOYMENT POLICY
The Company is an Equal Opportunity Employer as a matter of law, ethics,
and good business practice. The Company provides equal employment
opportunities and bases its employment decisions on sound business reasons
without regard to race, religion, color, national origin, gender, age,
disability, or on any other basis which would be in violation of any applicable
ordinance or law. The Company will make reasonable accommodations
for qualified individuals with known disabilities.
SUBSTANCE ABUSE
Abuse of alcohol or use of illegal drugs interferes with effective and
safe job performance, which is a matter of Company concern. Employees
are prohibited from using, possessing, distributing, selling, manufacturing,
or being under the influence of alcohol or illegal drugs while on the job.
It is understood that some employees may at times be required to attend,
as one of their duties, events where alcohol is served. While consuming
alcohol on such an occasion is not prohibited, employees must observe legal,
business and common-sense guidelines.
PERSONAL BUSINESS
Employees may not conduct personal business under circumstances which
might mislead the public into believing that person represents the Company.
No employee may use his or her position for personal gain or in any way
that is detrimental to the Company.
PERSONAL USE OF COMPANY ASSETS
Employees may not use, or permit others to use, Company materials, supplies,
equipment, funds or co-workers for personal purposes. Any exceptions
must be properly authorized and, when applicable, appropriate provision
must be made for reimbursement to the Company.
PLAGIARISM
No employee may submit the work of another person without complete attribution
of the true source.
SAFETY, HEALTH AND ENVIRONMENT
The Company intends to provide safe operating procedures, to promote
its employees' health, and to care and encourage regard for the environment
among co-workers and in the community.
COMPLIANCE WITH LAWS
All employees must comply with the letter and spirit of all applicable
laws. All relationships with governmental and community officials
must be conducted in strict observance of applicable laws.
CONFIDENTIAL/PROPRIETARY INFORMATION
GENERAL - Protecting Confidential Information
Depending on the nature of their work with the Company, some employees
may have access to information about the Company that is either competitively
sensitive or needs to be held in confidence until a public announcement
is made. To protect such confidential information, and to comply
with securities regulations, employees must exercise the utmost care to
avoid inadvertent disclosure through public or casual discussion which
may be overheard or misinterpreted.
News employees may obtain confidential information about the Company,
which is given to them based on their relationship with the Company other
than that of a reporter or editor. In such cases, the news employee
should honor the Company's need for confidentially until such time as the
Company releases it as public information.
INSIDER TRADING
Trading or tipping in the Company's stock on the basis of non-public
information about the Company is strictly forbidden. Violations are
criminally punishable under federal and state securities laws.
If an employee is in possession of material non-public information regarding
the Company, he may not trade directly or indirectly in the Company's securities
or disclose (tip) any such information to another person. Material
information is any information that an investor would consider important
in deciding to buy, hold or sell securities of the Company. In short,
any information that could reasonably affect the price of Company stock
is material. Examples of matters that may be material include: earnings
forecasts, preliminary financial results, possible acquisitions, dispositions
or joint ventures, the acquisition or loss of a significant contract, dividend
actions and stock splits, important product developments, significant financing
developments and the status of labor negotiations.
REQUESTS FOR INFORMATION/PUBLIC DISCUSSION
Requests for information relating to the Company should be referred
to the Corporate Communications and Investor Relations Department.
Additionally, press releases prepared by Company employees should be reviewed
by the corporate communications department prior to dissemination if, when
taken as a whole, the information contained therein could reasonably be
expected to affect the price of Company stock.
CONFLICTS OF INTEREST
GENERAL
A conflict of interest may arise if an employee engages in activities,
or advances any personal interests, at the expense of the Company.
It is up to each employee to avoid situations in which his or her loyalty
may become divided. Common types of conflicts include: using the
Company's proprietary information for any outside employment, assisting
competitors, or competing against the Company.
OUTSIDE AFFILIATIONS/COMPETITION WITH THE COMPANY
An employee may not serve as a director, consultant, agent or employee
of enterprises which conduct or seek to conduct business with the Company
or which compete with or seek to compete with the Company, except with
the knowledge and written consent of the Company's Compliance Officer.
Employees may not, directly or indirectly, compete with the Company
in any manner whatsoever, nor can they assist others in doing so. All part-time
or freelance work which may be deemed in possible competition with the
Company must receive prior approval from the employee's appropriate supervisor.
While having a second job is not prohibited, it must not encroach on
the standard Company workday, interfere or conflict with the employee's
regular duties, or necessitate long hours which may affect working effectiveness.
Company Directors who are not employees are expected to avoid affiliations
which would violate the foregoing and to disclose, in writing, any such
affiliations; to the Executive Committee of the Company's Board of Directors.
INVESTMENTS
An employee and any member of his or her immediate family may have no
ownership interest* in enterprises which conduct or seek to conduct business
with the Company or which compete with the Company, except an interest
that has been properly disclosed.
*An interest in the form of publicly traded securities in such enterprises,
so long as the interest does not exceed 1% of the outstanding shares
of the company in question, does not have to be disclosed.
COMMUNITY INVOLVEMENT
Employees are encouraged to become involved in the communities where
they live, but should be aware of potential conflicts which could arise
as a result of the Company's news business. Reporters and editors
are in a unique position and must be particularly sensitive to potential
conflict of interest issues.
CONDUCTING COMPANY BUSINESS
GENERAL
An employee may not represent the Company in any transaction between
the Company and an enterprise in which the employee has an interest, unless
approved by the president, publisher or general manager at the employee's
property location.
ACCOUNTING AND RECORD KEEPING
Accuracy and reliability in the preparation of all business records
is mandated by law and is of critical importance to the Company's decision-making
processes. Each employee is expected to record and report all information
accurately and honestly. It is very important that the Company's
books reflect all components of all transactions. Employees are expected
to cooperate fully with internal and outside auditors. Employees
shall not make any misrepresentation or dishonest statement in conducting
the Company's business.
BUSINESS GIFTS, MEALS, SERVICES AND ENTERTAINMENT
Employees should not place themselves under an actual or apparent obligation
to anyone by borrowing money or by accepting gifts, entertainment or other
personal favors. In today's competitive business climate the offering
or receipt of promotional materials or gifts is not unusual. However,
it is contrary to the policy of the Company for an employee to accept a
gift or gratuity when it is given with the expectation of reward or influence.
Acceptance of any gift of substantial value could lead to misperceptions
of conflict.
Company employees should consider whether a gratuitous transaction is
consistent with accepted business practices and whether, in the view of
an independent observer, public disclosure of the matter would embarrass
the Company. It is always improper for an employee and members of
the immediate family who live with him or her to request anything that
could be construed as an attempt to influence the performance of duties.
The acceptance or giving of bribes, kickbacks or other remuneration
to any government official, political party, corporation, individual or
organization is always prohibited.
POLITICAL ACTIVITY
The Company remains independent in all political matters and will not
make monetary contributions, directly or indirectly, to political campaigns
or causes, or to political parties. Moreover, its officers will not
make such contributions acting on behalf of the Company. Rare exceptions
may be made to this prohibition, but then only if permitted by law and
approved by the President of the Company.
Although the Company is independent in all political matters, employees
are encouraged to register to vote, with party affiliations, and to vote.
Employees may pursue their own personal political activities, but may not,
either inadvertently or intentionally, represent their personal views or
contributions to be those of the Company. Employees must avoid any
suggestion that their relationship with the Company constitutes an endorsement
of any kind.
Journalists and others working in newsrooms must abide by a more restrictive
standard, given the disinterested neutrality from which news organizations
must work. They must not serve in elected or politically appointed positions.
They must not participate in political fund-raising, political organizing,
nor other activities designed to enhance a candidate, a political party
or a political-interest organization. They must not make contributions
of record to political campaigns nor engage in other such activity that
might associate an employee's name with a political candidate or a political
cause.
ANTITRUST CONSIDERATIONS
The Company will comply with all laws pertaining to antitrust and competition.
Such laws generally forbid any kind of understanding or agreement, whether
written or oral, between competitors to fix or control prices, terms, conditions
of sales, customers, markets, boycotts, or to engage in any other conduct
that restrains competition. Since competition laws may be unclear in their
application, employees must be sensitive to the possibility of legal concerns
under these laws and must consult with corporate management when concerns
arise during the consideration of any action of competitive significance.
COMPANY OPPORTUNITIES
No employee or director may divert an opportunity for the Company for
his own benefit or for the benefit of any member of his immediate family.
An "opportunity for the Company" is a business opportunity in the Company's
line of business which the Company is financially able to undertake and
which has not been rejected by a majority of the disinterested directors
of the Company after full disclosure.
WORK PRODUCT
All work produced during the course of employment belongs to the Company,
and no further use, distribution or commercial exploitation of it may be
made without prior written authorization.
E-MAIL
The Company's Electronic Mail (E-Mail) system is part of the business
environment and should be used for company purposes only. As with all Company
documents, employees do not have a personal privacy right in any material
that is created, received or sent from our E-Mail system. The Company reserves
the right to monitor the E-Mail system to assure that its property is being
used for business purposes only. E-Mail correspondence is discoverable
in accordance with federal and state court rules.
VOICE MAIL
The Company's Voice Mail system is also part of the business environment
and should only be used for company purposes. Employees do not have a personal
privacy right in messages that are created or received. The Company reserves
the right to monitor the Voice Mail system to assure that its property
is being used for business purposes only. (It is understood that employees
are likely to receive messages from family and friends, but personal messages
should be kept to a minimum.)
DATA SECURITY
The Company is committed to the establishment and enforcement of effective
information security. Information is a corporate asset and the Company
and its employees must protect it from unauthorized modification, destruction,
or disclosure, whether accidental or intentional.
Employees may have access to systems that require a password.
Passwords must be kept confidential and must not be shared or disclosed
with anyone inside or outside of the Company.
PERSONAL COMPUTER SOFTWARE
The Company licenses the use of computer software from a variety of
outside businesses. Any duplication of licensed software, except for backup
purposes, is a violation of Federal copyright law. Software that an employee
uses at her or his office may not be duplicated for use on any other personal
computer without the express permission of the general manager, or information
system's manager, at the employee's property location.
COMPANY STANDARDS AND ENFORCEMENT
COMPANY STANDARDS
Every person who is a part of The E.W. Scripps Company's family has
some responsibility associated with the ethics program. The Company is
responsible for implementation and making available to all employees a
copy of this booklet. Supervisors must be aware of the company's policies
on conduct and ensure that all employees under their supervision are aware
of and understand the Statement of Policy on Ethics and Professional Conduct.
All employees are responsible for seeking clarification or requesting an
exception if they believe the application of a section of this booklet
would be inappropriate or detrimental to the Company.
ORGANIZATION AND PROCEDURES
The President of The E.W. Scripps Company is the Company's Compliance
Officer and the Corporate Secretary is the Ethical Program Director. The
Compliance Officer is responsible for the dissemination, execution and
functioning of the ethical conduct program. The Program Director supports
the Compliance Officer and is responsible for the
functioning of the program.
ENFORCEMENT
The standards described in each of the foregoing sections will be consistently
enforced. Employees who violate these policies may be subject to a full
range of disciplinary measures, including suspension or termination, responsibility
for financial damages and possible criminal prosecution. Questions about
the interpretation or administration of these guidelines, or about the
investigation and enforcement procedures, should be referred to the Ethical
Program Director.
Monitoring the effectiveness of the program will be done on a continual
basis by the Ethical Program Director, reporting to the Company's Compliance
Officer.
NEED HELP?
HELPLINE
It has always been the Company's policy to conduct its business in an
ethical manner. An employee should fully and promptly disclose to
his or her direct supervisor in writing any violation or potential violation
of these policies. If there is anything that an employee feels should
be reported to the Company that he or she is unable for any reason to communicate
through his or her supervisor, or is unable to resolve at the local operating
level, that employee is encouraged to use the Company's Helpline.
The Helpline augments established procedures. It was created to provide
a confidential method for an employee to report any situation that he or
she feels may not be in compliance with the Company's policies or with
local laws and regulations.
The private Helpline can be accessed by calling 1-888-397-4911 (a toll-free
number). This number will be answered only by the Ethical Program
Director who will insure the matter is investigated, and that appropriate
confidentiality is maintained. (If the Program Director is unavailable,
a voice message may be left. Only the Program Director has access
to this recording.) It is helpful if you leave your name when calling the
Helpline so that a proper response can be made. However, identification
is not mandatory. No retaliation will be made against any employee
nor will notes be placed in an employee's personnel file regarding an inquiry
to the Helpline.
INVESTIGATION OF REPORTS OF UNETHICAL CONDUCT
Upon receiving a report of unethical conduct, whether from the Helpline
or a direct report from an employee, the Ethical Program Director will
contact the Compliance Officer to discuss an internal investigation.
The Program Director will maintain a record of each report of unethical
conduct he or she receives, including the name (or the identification number
if a name was not given) of the reporting employee, the date and time the
report is received, a summary of the conduct reported, and summary of the
action taken. Such records shall be maintained for a period of one
year after the report.
1. The Phone Call
Every call will be logged-in by the Ethical Program Director (EPD).
The EPD will take down as much information as the reporting person will
provide, such as:
Name of the reporting employee
If the caller prefers not to give a name, he/she will be assigned a
number and asked to call back the following
day so that the employee can be advised of the action taken
The date and time the report is received
The employee's property location and department
A phone number to contact the employee
A summary of the conduct reported
If an employee makes a report directly to the Compliance Officer or
the Ethical Program Director, the follow-up procedure will be the same
as if a call was received on the Helpline.
2. The Investigation
Upon receiving a call, the EPD will begin an appropriate investigation.
If there is some basis to believe that unethical conduct may have taken
place, the EPD will contact the Compliance Officer and arrange for a confidential
internal investigation
The reporting employee is to be notified of the action taken
At no time will copies of any report be filed in the reporting employee's
personnel file
3. Findings/Enforcement
All findings of unethical conduct shall be dealt with promptly.
Penalties will be consistent with the employee's conduct and the circumstances
surrounding that conduct. Discipline may be subject to a full range
of disciplinary measures, including suspension or termination, responsibility
for financial damages and possible criminal prosecution.
The Compliance Officer shall determine the penalty for any unethical
conduct
Before the determination to discipline or not to discipline the employee
is made, the employee shall be advised in writing of the conduct determined
to be unethical and the employee shall be given the opportunity to present
evidence or to make a statement on his own behalf to the Compliance Officer
The Compliance Officer or the EPD shall document all decisions regarding
employee discipline for unethical conduct
If there is a determination of unethical conduct, the Ethical Program
Director will meet with the department manager and/or division head to
determine a means to prevent future misconduct
4. Monitoring The Program
Monitoring the effectiveness of the program will be done on a continual
basis by the Ethical Program Director. The Company will take all
reasonable steps to achieve compliance with its standards. Such steps
include, but shall not be limited to: reminding employees of the program
on a periodic basis, having a reporting system (Helpline) in place, utilizing
internal auditing procedures, and sending insider trading reminders on
a quarterly basis to officers of the Company.
