Membership

Code of Ethics

Preamble

Communication into the stock marketplace of the bad and the good about a company — communication of relevant, timely information to the owners and potential owners and their advisors — is the key function of investor relations.

Because of an absence of rigid regulation, persons practicing investor relations must have the discipline to limit themselves to communications as opposed to trying to manipulate markets, in order, for example, to try to increase the value of shares.

This is not an altruistic stance, but one soundly based on the common law, the Securities and Exchange legislation of the 1930’s and the developing mainstream of greater disclosure to shareholders over the years.

The practice of investor relations demands integrity. Opportunities for abuse — the potentials that exist for persons trying to take advantage of the relative freedom that prevails — are only too evident.

A key target in the establishment of NIRI was to develop, establish and to try to make uniform standards which would tend to encourage all who engage in this business to do so in such a manner that they will not only benefit themselves and the company they work for, but will also benefit the owners and potential owners of stock by ever improving quality, quantity and timeliness of the information which is made available. Since 1958, on an informal basis, the investor relations community has recognized two basic criteria for proper conduct of this business. NIRI formalized these in a statement in 1969 as follows:

1. The function of investor relations is effective, timely communication of information, favorable and unfavorable, about the company or the client companies into the marketplace for shares and to other groups, so that better informed judgements of the worth of shares can be made on a regular basis.
2. Only a person who has reasonably full access to all pertinent information about the company, be it favorable or not, should participate in the process of working one-by-one with the investment analysts who follow a company.

The Code

1. An investor relations practitioner should assist in maintaining the integrity and competency of investor relations.
2. An investor relations practitioner should assist in preventing the unethical or improper practice of investor relations.
3. An investor relations practitioner should preserve the properly confidential information of an employer or client.
4. An investor relations practitioner should exercise independent professional judgement on behalf of an employer of client.
5. An investor relations practitioner will keep himself abreast of the affairs of his company or client and the laws and regulations affecting him and the practice of investor relations so that he will discharge his responsibilities competently.
6. An investor relations practitioner should recognize his obligation to continually assist in maintaining and improving the free access of individuals to a healthy securities market.
7. An investor relations practitioner should avoid even the appearance of professional impropriety.

As a member of the National Investor Relations Institute, I will:

1. Maintain my integrity and credibility by practicing investor relations in accordance with the highest legal and ethical standards.
2. Avoid even the appearance of professional impropriety in the conduct of my investor relations responsibilities.
3. Recognize that the integrity of the capital markets is based on transparency of credible financial and non-financial corporate information, and will to the best of my ability and knowledge work to ensure that my company or client fully and fairly discloses this important information.
4. Provide analysts, institutional and individual investors and the media fair access to corporate information.
5. Honor my obligation to serve the interest of shareholders and other stakeholders.
6. Discharge my responsibilities completely and competently by keeping myself abreast of the affairs of my company or client as well as the laws and regulations affecting the practice of investor relations.
7. Maintain the confidentiality of information acquired in the course of my work for my company or client company.
8. Not use confidential information acquired in the course of my work for my personal advantage nor for the advantage of related parties.
9. Exercise independent professional judgment in the conduct of my duties and responsibilities on behalf of my company or client.
10. Avoid any professional/business relationships that might affect, or be perceived to potentially affect, my ethical practice of investor relations.
11. Report to appropriate company authorities if I suspect or recognize fraudulent or illegal acts within the company.
12. Represent myself in a reputable and dignified manner that reflects the professional stature of investor relations.

Enforcement and Communication of the NIRI Code of Ethics

NIRI urges compliance with its Code of Ethics by positively communicating the ideals of professional ethics and practice rather than through negative sanctions. However, members of NIRI who are sanctioned by an appropriate governmental agency or judicial body for violating laws or regulations affecting their professional activities may, upon recommendation of the NIRI Ethics Council, have their membership terminated by the NIRI Board of Directors following procedures in the institute’s bylaws. Revised 3/11/02