|
||
|
This is the Taubman Centers, Inc. Code of Business Conduct and Ethics adopted by the Board of Directors. Although it addresses a wide range of business practices and procedures, it is not intended to cover every ethical issue that you may encounter, but rather it sets out basic principles to guide the actions and decisions of all employees, officers (collectively, "associates") and directors (together with associates, "you") of Taubman Centers, Inc. and its affiliates ("we" or the "Company").
We expect that you will maintain the highest standards of
integrity, honesty, credibility, confidentiality and business ethics in
the pursuit of excellence. This is essential to our core values and
beliefs. You are also always expected to act in the best interests of
the Company and to avoid placing yourself in a position that might give
the appearance of impropriety or that might produce a conflict between
your self-interest and the interests of the Company. For more
information on this matter, please consult the Company's Conflict of Interest Policy.
2. Compliance with Laws, Rules and Regulations Many laws apply to our business, and if you are unclear about a law that may apply please seek advice from management or other appropriate personnel. You are expected to respect and obey the law of the cities, states and countries in which we operate, and we feel it's important to abide by the intent, as well as the letter of the law.
3. Insider Trading If you possess material, non-public information about the Company
(or any other company with which we do business) you are prohibited
from using or sharing that information for stock trading purposes or
for any other purpose except the conduct of our business. Information
is material if it is likely that a reasonable investor would consider
the information important in arriving at a decision to buy, sell, or
hold a company's securities. To use non-public information for personal
financial benefit or to "tip" others who might make an investment
decision on the basis of this information is not only unethical, but
also illegal. You must also be familiar with and act in compliance with
the Company's insider trading policy. If you have any questions on this
matter, please consult the Company's Insider Trading Policy.
Because of the nature of their job and their position, all of our directors and certain of our associates are subject to additional restrictions with respect to trading in the Company's securities. Each of them has been, and will continue to be, notified of this status and the restrictions involved. 4. Corporate Opportunities You may not use corporate property, information, or your position for personal gain. You also cannot compete with the Company directly or indirectly. You are expected to act in the best interests of the Company and advance its interests.
5. Competition and Fair Dealing There is a great deal of competition in our industry, but we seek to distinguish ourselves by creating extraordinary retail properties where customers choose to shop, dine and be entertained, and where retailers can thrive. We strive to achieve these goals through hard work, superior associates, innovation, and creativity, not through unethical or illegal business practices. Stealing proprietary information or improperly inducing disclosures of confidential information by past or present associates of other companies is prohibited. Each of us should respect the rights of, and deal fairly with, the Company's tenants, suppliers, competitors and other associates. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts, or any other intentional unfair-dealing practice. In many of our jobs, we are involved in business entertainment. It's important to remember that the intent of this is to create good will and develop and improve working relationships, not to gain an unfair advantage with existing or potential tenants or business partners. You should never, directly or indirectly (for your benefit or the benefit of a friend or relative), offer, accept, solicit, or invite a gift, favor, commission, or form of entertainment from any person or entity conducting business with the Company, except that you may accept promotional materials of nominal value and appropriate social amenities, provided there is no appearance of a compromise of this Code. For further guidance in this area, please see the Company's Conflict of Interest Policy. 6. Equal Opportunity and Harassment It is important for us to show respect for everyone. We are
firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any discrimination or harassment of
any kind. For more information on these matters, please see the
Company's Equal Employment Opportunity Policy and its Harassment Policy.
7. Public Disclosure and Record-Keeping Taubman Centers, Inc. is a public company and is required by laws and regulations to file certain reports and make certain disclosures. The information in our public communications, including SEC filings, must be full, fair, accurate, timely and understandable. The Company also requires the same criteria for information necessary to make business decisions. All of the Company's books, records, accounts, financial statements and disclosures must be prepared subject to our system of internal control, must appropriately reflect the Company's transactions and must conform to applicable legal requirements.
8. Confidentiality You enjoy a special, confidential, and trusted relationship with the Company and have access to confidential information that might be useful to competitors, or harmful to the Company or its tenants or partners, if disclosed. Examples of confidential information include: trade secrets, business plans, leasing plans, marketing plans, development plans, financial information, lease concessions, economic terms with tenants, contract information, designs, databases, records, unpublished financial data and reports, confidential information provided by a third party and even confidential information about other associates. You must maintain the confidentiality of this information except when disclosure is properly authorized or legally mandated.
The obligation to preserve confidential information continues even after your employment ends. 9. Protection and Proper Use of Company Assets You enjoy a special, confidential, and trusted relationship with the Company and have access to confidential information that might be useful to competitors, or harmful to the Company or its tenants or partners, if disclosed. Examples of confidential information include: trade secrets, business plans, leasing plans, marketing plans, development plans, financial information, lease concessions, economic terms with tenants, contract information, designs, databases, records, unpublished financial data and reports, confidential information provided by a third party and even confidential information about other associates. You must maintain the confidentiality of this information except when disclosure is properly authorized or legally mandated.
10. Waivers of the Code of Business Conduct and Ethics Any changes in or waivers of this Code for executive officers or directors may be made only by the Board or a Board Committee and will be promptly disclosed as required by law or the regulations of the New York Stock Exchange. Waivers of this Code for all other persons may only be made by the Company's Executive Committee.
11. Reporting any Illegal or Unethical Behavior You are encouraged to talk with management or other appropriate personnel about the best course of action in a particular situation. If a person becomes aware of anything that could be construed as a fraudulent or illegal act or otherwise in violation of this Code, the person should report such occurrence for investigation to either Mike Kolbow, our Director of Internal Audit, at (248) 258-7281, Jeffrey Miro, our outside general counsel, at (248) 566-8474, Robert S. Taubman, Chairman of the Board, President and Chief Executive Officer, at (248) 258-7210, or should you prefer, you are also encouraged to call our independently operated, toll-free, 24 hours a day, Confidential Hotline at 1-800-500-0333. Please be assured that this hotline is completely confidential and anonymous. If, however, the fraud, complaint or issue relates to the Company's accounting, internal accounting controls or auditing matters, then you should refer to, and follow, the procedures adopted by the Company's Audit Committee with respect to the receipt, retention and treatment of complaints on these matters. For further information, please see the Company's policy for Submitting Concerns about the Company's Accounting and Auditing Matters. If you report a violation, every effort will be made to keep your identity confidential. It is also the Company's policy to prohibit retaliation against persons who, in good faith, report actual or apparent violations of the Code. If there is a need for an internal investigation of misconduct or violation of this Code, your cooperation is expected. 12. Violations Anyone violating the standards in this Code will be subject to appropriate disciplinary action, including the possibility of termination of employment or where appropriate civil or other legal action.
![]() |
||
| Contact Us | Sitemap | Terms and Conditions | Privacy Policy © 2005-2010 Taubman Centers, Inc. All rights reserved. | ||