of Ethics Online Collection: None
Code of Conduct and Ethics for Members of the Board of Directors
The Board of Directors of Journal Communications has adopted the following Code of Conduct and Ethics ("the Board Code") for its members. This Board Code is intended to focus each director and the Board as a whole on their responsibilities as leaders of Journal Communications and their duties and responsibilities to the Company, to the other directors, and to the officers, employees and shareholders of Journal Communications.
No code of conduct or policy can anticipate every situation that may arise.
This Board Code is intended as a set of guiding principles for directors.
Directors are encouraged to raise issues for discussion with the Board
as appropriate and to consult with the Chairman & CEO, Lead Director,
or Chairman of the Nominating and Corporate Governance Committee of the
Board. In addition, both internal and external legal counsel are available
to consult with a director at any time. In addition to complying with
the provisions of this Board Code, each director shall comply with the
Code of Ethics of Journal Communications for employees to the extent applicable
to their role as directors.
Ethical Leadership
In order to demonstrate strong ethical leadership, the Board and each
director will:
* Strive to do what is in the best interest of the Company for the long
term benefit of its shareholders being mindful of the interests of the
Company’s diverse constituencies including employees, customers,
suppliers, local communities and other public audiences, regardless of
personal interests or views.
* Provide oversight of the Company's public disclosures and financial
reporting, striving for transparency in all matters.
* Promote policies that lead to a positive and ethical workplace for the
Company's employees and that prohibit retaliation against any employee
based on the raising of a complaint about the Company's business conduct
or ethics.
* Avoid conflicts of interest.
* Work to protect the Company's business reputation.
Conflicts of Interest
Directors must avoid both actual conflicts of interest and situations
that may be perceived as conflicts of interest. Any situation that involves,
or may reasonably be inferred to involve, a conflict between the director's
personal or professional interests and the interests of the Company, must
be disclosed as soon as possible to the Chairman & CEO, Chairman of
the Nominating and Corporate Governance Committee, and General Counsel.
By way of examples only, these situations may involve:
• Any personal financial interest of the director or their immediate
family in a customer, vendor or adviser to the Company.
• The receipt of, or offer to provide to the director or their immediate
family, improper personal benefits because of the director's position
with the Company whether or not in exchange for any action or inaction
on the part of the director.
• Any situation that may be inconsistent with or that could disrupt
or impair the Company's relationship with its shareholders, employees,
customers or vendors.
In the event of a conflict with respect to any matter to come before the
Board or a committee of the Board, the director must abstain from voting
on the matter.
Corporate Opportunities
Directors are prohibited from: (a) taking for themselves or members of
their immediate family opportunities related to the Company's business;
(b) using the Company's property, information, or position for the personal
gain of themselves or members of their immediate family; or (c) competing
with the Company or its subsidiaries or affiliates for business opportunities,
provided that if disinterested directors determine that the Company will
not pursue an opportunity related to the Company's business, a director
may choose to do so.
Confidentiality and Protection of Intellectual Property
Directors must respect the confidentiality of all confidential or proprietary
information of the Company. Directors shall take all appropriate steps
to protect the Company's information and intellectual property assets.
Loans to Directors Prohibited
Neither the Company nor any subsidiary or affiliate of the Company may
make any loan or advance funds to any director or member of the director's
immediate family, directly or indirectly.
Employment of Immediate Family Members
While the employment by the Company, its subsidiary or affiliate of an
immediate family member of a director is not prohibited, applications
for
employment by a member of a director's immediate family and the related
hiring process must be disclosed to and reviewed by the Corporate Vice
President for Human Resources.
Respect for Insider Trading Restrictions
Directors must educate themselves about and follow the Company's policies
on insider trading restrictions as well as applicable law. Questions about
compliance issues must be raised in advance of any trading activity with
the General Counsel.
Interactions with the Media and the Public
Directors will not speak with or provide information to the media or the
public about the Company unless authorized to do so by the Chairman &
CEO or the Board. When expressing their personal views to the media or
the public, directors will take care to ensure that they are not perceived
to be speaking for the Company.
Reporting of Concerns
Concerns of a director about compliance with ethical standards by any
director, officer or employee of the Company should be immediately reported
to the Chairman & CEO, the Chairman of the Nominating and Corporate
Governance Committee, and the General Counsel. No waiver of any provision
of the Code of Ethics applicable to all employees, the Code of Ethics
for Financial Executives, or the Code of Conduct and Ethics for Members
of the Board of Directors shall be granted for any Executive Officer or
Director except by the Nominating and Corporate Governance Committee of
the Board of Directors. In the event that a waiver is granted, disclosure
of such waiver shall be promptly made to the Company’s shareholders.
