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financial officers ("Senior Financial Officers," as defined in the attached Exhibit). In addition to being bound by the Business Code's provisions about ethical conduct, conflicts of interest and compliance with law, the Company has adopted the following Financial Code of Conduct and Ethics (the "Financial Code") specifically for our Senior Financial Officers.
The Company expects the highest possible ethical conduct from its Senior Financial Officers, as well as their full compliance with this Financial Code and with the Company's Business Code. Accordingly, Senior Financial Officers shall not commit acts contrary to this Financial Code, nor shall they condone the commission of such acts by others within the Company.
HONEST AND ETHICAL CONDUCT
Each Senior Financial Officer shall act honestly and ethically at all times. It is essential that each Senior Financial Officer avoid any business, financial or other relationship with suppliers, customers or competitors that might impair or appear to impair his/her exercise of independent judgment with respect to the best interests of the Company. Service to the Company should never be subordinated to personal gain and advantage. If a Senior Financial Officer becomes aware of a personal conflict of interest or is concerned that a conflict of interest might develop, he/she shall promptly bring this to the attention of the Company's Compliance Officer and the Chairman of the Audit and Finance Committee of the Board of Directors.
FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE IN PERIODIC REPORTS
The Company relies on the accuracy and completeness of its business records to produce accurate financial reports, make management decisions, and analyze Company operations. The continuing excellence of the Company's reputation depends upon the full and complete disclosure of important information about the Company that is used in the securities marketplace. Each Senior Financial Officer shall ensure that all reasonable and necessary steps are taken within his/her area of responsibility to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission, as well as in all other regulatory filings and public communications.
Senior Financial Officers shall bring to the attention of their immediate supervisor (a) any material undisclosed information they become aware of that affects the disclosures made by the Company in its public filings, (b) any significant unremediated deficiencies in the design or operation of internal controls that could adversely affect the Company's ability to record, process, summarize and report financial data, or (c) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls. In the event that any such issues identified by a Senior Financial Officer are not adequately addressed by his/her supervisor, the Senior Financial Officer shall elevate such issues in accordance with the "Reporting Violations" section of this Financial Code.
Senior Financial Officers are prohibited from knowingly misrepresenting facts, making or directing another to make materially false or misleading entries in the Company's financial statements or records, failing to correct materially false or misleading financial statements or records, or falsely responding or failing to respond to specific inquiries of the Company's external auditors for the purpose of rendering the financial statements of the Company misleading.
COMPLIANCE WITH LAWS, RULES, AND REGULATIONS
It is the Company's policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of the Senior Financial Officers to adhere to the standards and restrictions imposed by those laws, rules and regulations, and in particular, those relating to accounting and auditing matters. Senior Financial Officers shall promptly bring to the attention of the Corporate Legal Department and the Chairman of the Audit and Finance Committee any information concerning evidence of a material violation of the securities laws, or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof.
REPORTING VIOLATIONS
Senior Financial Officers who become aware of any existing or potential situation or transaction that may be in conflict with the intent of this Financial Code shall report it to their immediate supervisor. If the issue is not resolved to the satisfaction of the Senior Financial Officer, or the Senior Financial Officer does not believe it is appropriate to approach his/her supervisor, he/she shall report the issue to the Company's Compliance Officer and the Chairman of the Audit and Finance Committee of the Board of Directors. Failure to do so is also considered a violation of this Financial Code. Any Senior Financial Officer who shall prefer to remain anonymous when reporting actual or suspected violations of this Financial Code may call the Confidential Employee Hotline (1-866-ETHICSP) or utilize the confidential reporting website at www.ethicspoint.com in accordance with the Gerber Scientific, Inc. Policy for Handling Complaints.
The Company will not permit retaliation or harassment for reports made or concerns raised in good faith. "Good faith" does not mean that a report or concern must be correct, but it does require that the Senior Financial Officer making the report or raising the concern believes that they are providing truthful information.
PERSONAL ACCOUNTABILITY
This Financial Code does not, by itself, ensure ethical conduct. Every member of the Gerber community has a personal responsibility to embody and model ethical behavior. Senior Financial Officers and other managers are responsible to lead by example and to ensure that all employees learn and have the opportunity to discuss the practical application of this Financial Code. Everyone has a duty to be vigilant for circumstances that may indicate illegal or unethical behavior and to act appropriately and in a timely manner to prevent improper conduct.
Any employee who ignores or violates any of the Company's ethical standards, and any manager who penalizes a subordinate for trying to follow these ethical standards, will be subject to corrective action, up to, and including, termination of employment. However, it is not the threat of discipline that should govern employee actions. The Company expects all employees to share its belief that a dedicated commitment to ethical behavior is the right thing to do and is good business practice.
WAIVERS
There shall be no waiver, modification, or change of, or to, any part of this Financial Code, except by a vote of the Board of Directors or a designated Board committee. In the event that a waiver, modification, or a change of, or to, this Financial Code is granted, then notice of the waiver, modification and/or change shall be disclosed, as required by applicable law or New York Stock Exchange or Securities and Exchange Commission rules.
PERSONAL COMMITMENT TO THE GERBER SCIENTIFIC, INC. FINANCIAL CODE OF CONDUCT AND ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
I acknowledge that I have received and read the Gerber Scientific, Inc. Financial Code of Conduct and Ethics for Chief Executive Officer and Senior Financial Officers and understand my obligations as an employee to comply with this Financial Code.
I understand that my continued employment with the Company requires me to fully adhere to this Financial Code and that failure to do so can result in disciplinary action up to and including termination. I also understand that my agreement to comply with this Financial Code does not constitute a contract of employment.
Annual Reaffirmation
I have read and fully understand the above Financial Code of Conduct and have been complying with its statements in performing all aspects of my job responsibilities at Gerber Scientific.
EXHIBIT
The term "Senior Financial Officers," as used in the Gerber Scientific, Inc. Financial Code of Conduct and Ethics for Chief Executive Officer and Senior Financial Officers, is defined as the following positions:
Gerber Scientific, Inc.
President and Chief Executive Officer
Executive Vice President and Chief Financial Officer
Senior Vice President and General Counsel
Vice President and Corporate Controller
Director, Corporate Audit
Director, Corporate Tax
Vice President and Treasurer
Vice President, Financial Operations
FP&A Consolidations Manager
Gerber Technology
President
Executive Director, Finance
Gerber Coburn
President
Executive Director, Finance
Gerber Scientific Products
President
Executive Director, Finance
Spandex
President
Executive Director, Finance
Gerber Scientific Operations
Senior Vice President
Financial Manager, Gerber Scientific Operations
Financial Manager, Gerber Service
Director Financial Operations
All location regional and local controllers
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