Code of Ethics



I. Introduction

Enlight Renewable Energy Ltd., a company organized under the laws of the State of Israel (together, with its subsidiaries, the “Company”), is committed to promoting and enforcing the highest standard of integrity of its employees, officers and directors of the Company and all of its subsidiaries and controlled affiliates (each a “Covered Party” and, collectively, the “Covered Parties”). Regardless of a Covered Party’s role, seniority or location, a Covered Party is required to comply with the Code of Ethics and Conduct (the “Code”), the Company’s policies and all applicable laws, regulations and industry standards that relate to her or her work, at all times.

This Code outlines how the Company conducts business and describes the Company’s core values.  In accordance with the requirements of the Securities and Exchange Commission (the “SEC”) and The Nasdaq Stock Market LLC (“Nasdaq”), the Board of Directors (the “Board”) of the Company has adopted this Code to encourage:

  • Honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest;
  • Full, fair, accurate, timely and understandable disclosure;
  • Compliance with applicable governmental laws, rules and regulations;
  • Prompt internal reporting of any violations of law or the Code;
  • Accountability for adherence to the Code, including fair process by which to determine violations;
  • Consistent enforcement of the Code, including clear and objective standards for compliance;
  • Protection for persons reporting any such questionable behavior;
  • The protection of the Company’s legitimate business interests, including its assets and corporate opportunities; and
  • Confidentiality of information entrusted to directors, officers and employees by the Company and its customers.

In this Code, we refer to our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, as our “principal financial officers.”

The behavior of each Covered Party of the Company and all of its subsidiaries and controlled affiliates contributes to the Company’s success.  It is essential that all Covered Parties act with integrity and in accordance with applicable laws.  This Code aims to provide the necessary guidance to help Covered Parties make the right decisions in upholding these core values.

No policy can anticipate every situation that a Covered Party may encounter.  Each Covered Party should review the additional policies referenced in the sections below and is expected to be familiar with the Code and to adhere to those principles and procedures set forth below.  Covered Parties must conduct themselves accordingly, exhibiting the highest standard of business and professional integrity, and seek to avoid even the appearance of improper behavior.

II. Reporting Violations of the Code, Accountability and Enforcement

All Covered Parties have a duty to report any known or suspected violation of this Code, including violations of the laws, rules, regulations or policies that apply to the Company.  If you know of or suspect a violation of this Code, immediately report the conduct to your supervisor or the Company’s General Counsel.  The Company’s General Counsel will work with you and your supervisor or other appropriate persons to investigate your concern.

If you do not feel comfortable reporting the conduct to your supervisor or you do not get a satisfactory response, you may contact the Company’s General Counsel directly.  Covered Parties may also report known or suspected violations or other unethical behavior on the Company’s Ethics Hotline, which is available by telephone or through the internet to a third-party provider at the number and/or the submissions weblink specified on the Company’s intranet site.  Reports may be made anonymously.  If requested, confidentiality will be maintained, subject to applicable law, regulations and legal proceedings.  All Covered Parties are expected to cooperate in any internal investigation of misconduct.

The General Counsel shall investigate and determine, or shall designate appropriate persons to investigate and determine, the legitimacy of such reports and will then determine the appropriate disciplinary action.  It is the Company policy that any Covered Party who violates this Code will be subject to appropriate discipline, which may include, for an employee, termination of employment or, for a director, a request that such director resign from the Board.  This determination will be based upon the facts and circumstances of each particular situation.  If you are accused of violating this Code, you will be given an opportunity to present your version of the events at issue prior to any determination of appropriate discipline.  Covered Parties who violate the law or this Code may expose themselves to substantial civil damages, criminal fines and prison terms.  The Company may also face substantial fines and penalties and may incur damage to its reputation and standing in the community.  Your conduct as a representative of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company.

III. Policy Against Retaliation

It is unacceptable to ignore, conceal, or unreasonably claim ignorance of a questionable action, improper conduct, or a suspected or actual violation of the Code.  While it may be difficult, a Covered Party should not refrain from bringing such matters to light for fear of reprisals from colleagues or managers.  The Company will not tolerate any retaliations against anyone reporting a problem or assisting in an investigation.  Retaliation or retribution against any Covered Party for a report made in good faith of any suspected violation of laws, rules, regulations or this Code is cause for appropriate disciplinary action, including potential termination of employment.

IV. Conflicts of Interest

A conflict of interest occurs when the private interests of a Covered Party interfere, or appear to interfere, with the interests of the Company as a whole.  For example, a conflict of interest can arise when a Covered Party takes actions or has personal interests that may make it difficult to perform his or her the Company duties objectively and effectively.  A conflict of interest may also arise when a Covered Party, or a member of his or her family, receives improper personal benefits as a result of his or her position at the Company.  For purposes of this Code, “family members” include a Covered Party’s spouse, parents (including step-parents), children (including step-children), siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than a tenant or a domestic employee) who shares such person’s home.

Conflicts of interest can also occur indirectly.  For example, a conflict of interest may arise when a Covered Party is also an executive officer, a major shareholder or has a material interest in a company or organization doing business with the Company.  This Code does not attempt to describe all possible conflicts of interest that could develop.  Other common conflicts from which Covered Parties must refrain are set out below:

  • Covered Parties may not engage in any conduct or activities that are inconsistent with the Company’s best interests or that disrupt or impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.
  • Covered Parties may not accept compensation, in any form, for services performed for the Company from any source other than the Company.
  • No Covered Party may take up any management or other employment position with, or have any material interest in, any firm or company that is in direct or indirect competition with the Company.

Each Covered Party has an obligation to conduct the Company’s business in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.  Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Company’s General Counsel, or if you are a director or executive officer, to the Board.  The Company’s General Counsel or the Board, as applicable, will work with you to determine whether you have a conflict of interest and, if so, how best to address it.  All transactions that could give rise to a conflict of interest involving a director, executive officer or principal financial officer must be approved by the disinterested directors of the Board, as well as by the Audit Committee, the Board of Directors and/or the Company’s shareholders, as required by the Israeli Companies Law 5759-1999. Any such approval will not be considered a waiver of this Code.

V. Disclosures

The information in the Company’s public communications, including in all reports and documents filed with or submitted to the SEC, must be full, fair, accurate, timely and understandable.

To ensure the Company meets this standard, all Covered Parties (to the extent they are involved in the Company’s disclosure process) are required to maintain familiarity with the disclosure requirements, processes and procedures applicable to the Company commensurate with their duties.  Covered Parties are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit, material facts about the Company to others, including the Company’s independent auditors, governmental regulators and self-regulatory organizations.

VI. Compliance with Laws, Rules and Regulations

The Company is obligated to comply with all applicable laws, rules and regulations.  It is the personal responsibility of each Covered Party to adhere to the standards and restrictions imposed by these laws, rules and regulations in the performance of his or her duties for the Company.  The principal financial officers are also required to promote compliance by all employees with the Code and to abide by the Company standards, policies and procedures.

Covered Parties located outside of the United States must comply with laws, regulations, rules and regulatory orders of the United States, including the Foreign Corrupt Practices Act (“FCPA”) and U.S. export control laws, in addition to applicable local laws.

VII. Insider Trading

Trading on inside information is a violation of federal securities laws.  Consistent with the Company’s Insider Trading Compliance Policy and Procedures, Covered Parties in possession of material nonpublic information about the Company or companies with which we do business must abstain from trading or advising others to trade in the respective Company’s securities from the time that they obtain such inside information until adequate public disclosure of the information has been made.  Material information is information of such importance that it can be expected to affect the judgment of investors as to whether or not to buy, sell, or hold the securities in question.  To use nonpublic information for personal financial benefit or to “tip” others, including family members, who might make an investment decision based on this information is not only unethical but also illegal.  Covered Parties who trade in the Company’s securities while in possession of insider information can be personally liable for damages totaling up to three times the profit made or loss avoided by the respective Covered Party.  All Covered Persons are required to carefully review and observe the Company’s Insider Trading Compliance Policy, as in effect from time to time.

For more information, please refer to the Company’s Insider Trading Compliance Policy and Procedures.

VIII. Public Communications and Regulation FD

The Company places a high value on its credibility and reputation in the community.  What is written or said about the Company in the news media and investment community directly impacts our reputation, positively or negatively.  Our policy is to provide timely, accurate and complete information in response to public requests (from media, analysts, etc.), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data.  The Company has adopted a separate Fair Disclosure Policy to maintain the Company’s credibility and reputation in the community, to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data.

While the Securities and Exchange Commission’s Regulation Fair Disclosure (“Regulation FD”) does not apply to the Company as a foreign private issuer, the Company is committed to the fair disclosure of information consistent with the spirit of Regulation FD.  Regulation FD provides that, when we disclose material non-public information about the Company to securities market professionals or the Company’s shareholders (where it is reasonably foreseeable that the shareholders will trade on the information), we must also disclose the information to the public. “Securities market professionals” generally include analysts, institutional investors and other investment advisors.

The Company has designated certain individuals as “spokespersons” who are responsible for communicating with analysts, institutional investors and representatives of the media.  Any employee or director who is not a designated spokesperson of the Company is prohibited from communicating any information about the Company to analysts, institutional investors, other shareholders or representatives of the media, except at the request of the Company’s designated spokespersons.

For more information on the Company’s policies and procedures regarding public communications and Regulation FD, please contact the Company’s General Counsel for a copy of the Fair Disclosure Policy or with any questions you may have about disclosure matters.

IX. Corporate Opportunities

All Covered Parties owe a duty to the Company to advance the legitimate interests of the Company when the opportunity to do so arises.  Covered Parties are prohibited from directly or indirectly (a) taking personally for themselves opportunities that are discovered through the use of the Company property, information or positions; (b) using the Company property, information or positions for personal gain; or (c) competing with the Company for business opportunities; provided, however, if the disinterested directors of the Board determine that the Company will not pursue an opportunity that relates to the Company’s business, a Covered Party may do so, after notifying the disinterested directors of the Board of intended actions in order to avoid any appearance of conflict of interest.

X. Confidentiality

In carrying out the Company’s business, Covered Parties may learn confidential or proprietary information about the Company, its customers, distributors, suppliers or joint venture partners.  Confidential or proprietary information includes all nonpublic information relating to the Company, or other companies, that would be harmful to the relevant company or useful or helpful to competitors if disclosed, including financial results or prospects, information provided by a third party, trade secrets, new product or marketing plans, research and development ideas, manufacturing processes, potential acquisitions or investments, customer lists, personally identifiable information of its Covered Parties, customers, partners, and vendors or other information of use to the Company’s competitors or harmful to the Company or its customers if disclosed.

Covered Parties must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Covered Parties must safeguard confidential information by keeping it secure, limiting access to those who have a need to know in order to do their job, and avoiding discussion of confidential information in public areas such as planes, elevators, and restaurants and on mobile phones.  This prohibition includes, but is not limited to, inquiries made by the press, analysts, investors or others.  Covered Parties also may not use such information for personal gain. These confidentiality obligations continue even after employment with the Company ends.

XI. Fair Dealing

Each Covered Party should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors and employees.  No Covered Party should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.  Inappropriate use of proprietary information, misusing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is also prohibited.

XII. Protection and Proper Use of the Company Assets

All Covered Parties should protect the Company’s assets and ensure their efficient use.  Theft, carelessness and waste have a direct impact on the Company’s profitability.  Assets include, but are not limited to, its offices, facilities, computers, workstations, supplies, network, equipment and furniture.  All the Company assets should be used only for legitimate business purposes.  The obligation of employees to protect the Company’s assets includes its proprietary information.  Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports.

Covered Parties should not have any expectation of privacy in the Company’s assets.  Covered Parties shall only use the Company’s property and resources in a way that is reasonable, lawful and appropriate, always act in the Company’s best interest and respect the Company’s property and resources.  To the extent allowed by applicable law, the Company may monitor the use of any of its assets to protect assets from theft and destruction and to ensure the safety and security of its Covered Parties.  Subject to applicable law, the Company may conduct video recording of its facilities for the above stated purposes.  Access to the internet and phone, as well as the use of e-mails, software, hardware, equipment and other assets is restricted to professional activities in compliance with the Company’s Organization Information Security Policy and Acceptable Usage Policy.

XIII. Waivers

Before a director, executive officer or other principal financial officer, or an immediate family member of a director, executive officer or other principal financial officer, engages in any activity that would be otherwise prohibited by the Code, he or she must obtain a written waiver from the disinterested directors of the Board. Such waiver will be disclosed to the public as required by law or the Nasdaq rules, when applicable.

Waivers of this Code for other employees may be made only by our Chief Executive Officer or General Counsel and will be reported to the Audit Committee.

XIV. Accuracy of Business Records

All financial books, records and accounts must accurately reflect transactions and events, and conform both to International Financial Reporting Standards and to the Company’s system of internal controls.  No entry may be made that intentionally hides or disguises the true nature of any transaction. Covered Parties should therefore attempt to be as clear, concise, truthful and accurate as possible when recording any information.

XV. Corporate Loans or Guarantees

U.S. federal law prohibits the Company from making loans and guarantees of obligations to directors, executive officers, and members of their immediate families.

XVI. Gifts and Favors

The purpose of business gifts and entertainment in a commercial setting is to create goodwill and sound working relationships, not as a quid pro quo, bribe, or to otherwise improperly influence, induce, or reward business decisions or to gain unfair advantage with customers.  Covered Parties must act in a fair and impartial manner in all business dealings.

No Company-funded gifts may be given related to a strictly personal relationship.  Gifts, meals, travel, and entertainment must serve a strategic business purpose, such as a symbol of thanks or souvenir containing the Company’s brand; be reasonable and modest in value and frequency; comply with local law; and be accurately recorded.  Covered Parties must obtain approval before offering any gifts or entertainment.  Covered Parties should ensure gifts, meals, travel, and entertainment will not potentially embarrass the Company.  Cash gifts are prohibited.   The Company does not offer or provide gifts, meals, travel, and entertainment to public officials, unless approved in writing in advance by the General Counsel.

In addition, Covered Parties should not accept gifts or entertainment that may reasonably be deemed to affect their judgment or actions in the performance of their duties.  Our customers, suppliers and the public at large should know that our employees’ judgment is not for sale.

XVII. Personal Investments

Covered Parties may not own, either directly or indirectly, a substantial interest in any business entity that does or seeks to do business with or is in competition with the Company without providing advance notice to the General Counsel.  Investments in publicly traded securities of companies not amounting to more than five percent (5%) of that Company’s total outstanding shares are permitted without such advanced approval.

XVIII. Antitrust Laws and Competition

The purpose of antitrust laws is to preserve fair and open competition and a free market economy, which are goals that the Company fully supports.  Covered Parties must not directly or indirectly enter into any formal or informal agreement with competitors that fixes or controls prices, divides or allocates markets, limits the production or sale of products, boycotts certain suppliers or customers, eliminates competition or otherwise unreasonably restrains trade.

XIX. Money Laundering, Criminal Property and Terrorist Financing

Money laundering is the process by which people attempt to disguise illegally gained proceeds to make the proceeds appear to come from legitimate sources or activities, or, conversely, finance illegal activities using funds routed through legitimate sources.  Covered Parties are required to comply with all applicable anti-money laundering laws.  Covered Parties should act to ensure that the Company’s assets and business are not used or utilized by any persons, be they directors, officers, employees, customers, suppliers or contractors, in any way so as to launder money, finance terrorism or deal with criminal property.  Covered Parties should promptly report any knowledge or suspicion they have in this regard to their supervisor, a Company officer or the General Counsel.

XX. Political Contributions

Covered Parties may participate in the political process as individuals on their own time.  However, Covered Parties must make every effort to ensure that they do not create the impression that they speak or act on behalf of the Company with respect to political matters.  Company contributions to any political candidate or party or to any other organization that might use the contributions for a political candidate or party are prohibited. A Covered Party may not receive any reimbursement from corporate funds for a personal political contribution.

XXI. Equality, Discrimination and Harassment

The Company is an equal opportunity employer and will not tolerate illegal discrimination or harassment of any kind.  All employment decisions are made without regard for an applicant’s or employee’s race, sex, religion, and other legally protected characteristics.  The Company maintains robust equal employment opportunity and related policies and procedures that all employees, regardless of their position within the organization, are required to follow.  Covered Parties are encouraged to report any concerns of discrimination, harassment or other violation of the Company’s policies, and the Company will thoroughly and impartially investigate all such reports and take all necessary and appropriate remedial actions.

The Company’s most valuable asset is its employees.  The Company celebrates cultural and individual diversity and fosters an environment of inclusion.  the Company does not permit or tolerate any form of discrimination, whether due to race, color, nationality, origin, religion, gender, sexual preference, social class, marital status, age, weight, height, physical disability or any other inappropriate criteria.  Every Covered Party shall:

  • Respect and value the diversity and the right of others to express thoughts, ideas, and opinions;
  • Foster an atmosphere of openness, teamwork and trust;
  • Not tolerate discriminatory behavior;
  • Never engage in bullying or harassment, or any behaviors that could reasonably be viewed as offensive or intimidating.


While all types of harassment are prohibited, sexual harassment requires particular attention.  The Company prohibits sexual harassment of any kind.  Sexual harassment includes, among others, sexual advances, requests for sexual favors, and verbal or physical conduct, or any other form of communication, of a sexual nature when: (a) submission to or rejection of such advances, requests or conduct is made by either explicitly or implicitly a term or condition of employment or as a basis for employment related decisions; or (b) such advances, requests or conduct have the purpose or effect of unreasonably interfering with an individual’s work performance by creating an intimidating, hostile, humiliating or sexually offensive work environment.  Covered Parties are prohibited from making unwanted, inappropriate or disrespectful sexual advances.  Covered Parties should notify Dana Levinstein, HR Director  of any actual or suspected conduct that can be considered sexual harassment.  For additional information, see the Company’s Equal Opportunity and Non-Harassment Policy.


XXII. Health and Safety, Environment and Human Rights

A.                Health and Safety

The Company is committed to providing a safe work environment for its Covered Parties and all visitors to its facilities.  The Company is committed to managing and operating its assets in a manner that is protective of human health and safety and the environment.  It is our policy to comply with both the letter and the spirit of the applicable health and safety laws and regulations and to attempt to develop a cooperative attitude with government inspection and enforcement officials.

Covered Parties are encouraged to report conditions that they perceive to be unsafe, unhealthy or hazardous to the environment.  Every Covered Party shall:

  • Know and follow the safety and security policies;
  • Address and challenge unsafe behaviors, conditions or practices in a timely manner to prevent injuries;
  • Report accidents, incidents, breaches of policies, or any other action and/or situation that have a potential risk to health, safety and security;
  • Complete all required health and safety training.
B.                 Work Environment

The Company expects inclusion, trust, respect, dignified and honest conduct in relation to every Covered Party, regardless of any hierarchical position, job responsibility or function.  The Company is doing its utmost to guarantee to its Covered Parties a work environment free of actions or restriction of any kind that would cause embarrassment or harm to anyone.

A Covered Party shall not use his or her position to request personal favors or services from other Covered Parties. Threats or harassment of any type will not be tolerated.  Additionally, it is prohibited to intrude into a Covered Party’s personal life, either within the work environment or outside of it.  Every Covered Party shall work together to create respectful, strong and successful relationships and avoid inappropriate and disrespectful comments through all channels of communication, including through social media, when interacting with other Covered Parties.

C.                Relationship with Suppliers

The identification and contracting of suppliers or service providers, should always have the best interest of the Company in mind and be based on technical and professional criteria, such as competency, quality, the fulfillment of deadlines, price, financial stability, etc.  The contract of any vendor, supplier or service provider shall be subject to the review and approval of the Company’s legal team.  Every Covered Party shall actively encourage the Company’s suppliers to apply the same core principles of this Code of Conduct in their own operations and ensure that the terms of engagement with a supplier are reviewed and approved by the Company’s legal team.

D.                Environment

The Company is committed to conduct its business in an environmentally responsible way.  It is our policy to comply with both the letter and the spirit of the applicable environmental laws and regulations and to attempt to develop a cooperative attitude with government inspection and enforcement officials.  Further, every Covered Party shall:

  • Take into consideration the environmental implications of their actions;
  • Challenge and promote the reduction of unsustainable activities, including the wasting of water, energy, single use plastics, paper and other resources, and not recycling effectively;
  • Support local environmental sustainability initiatives; and
  • Seek opportunities to work with suppliers that agree to be obligated by not less restrictive commitments.
E.                 Human Rights

The Company is committed to make a positive contribution to human rights and the society where it has presence.  Every Covered Party shall respect the human rights of every individual and not conduct business with anyone known or suspected to be acting in a way that violates basic human rights, such as not complying with wage and hour laws, or permitting exploitation of children.

XXIII. Personal Conduct and Social Media Policy

Covered Parties should take care when presenting themselves in public settings, as well as online and in web-based forums or networking sites.  Each Covered Party is encouraged to conduct himself or herself in a responsible, respectful and honest manner at all times.  The Company understands that Covered Parties may wish to create and maintain a personal presence online using various forms of social media.  However, in so doing Covered Parties should include a disclaimer that the views expressed therein do not necessarily reflect the views of the Company.  Covered Parties should be aware that even after a posting is deleted, certain technology may still make that content available to readers.

Covered Parties are prohibited from using or disclosing confidential, proprietary, sensitive or trade secret information of the Company, its partners, vendors, consultants or other third parties with which the Company does business.  Harassment of other directors, officers or employees will also not be tolerated.  A Covered Party may not provide any content to the Company social media sites that may be construed as political lobbying or solicitation of contributions, or use the sites to link to any sites sponsored by or endorsing political candidates or parties, or to discuss political campaigns, political issues or positions on any legislation or law.

XXIV. Data Privacy and Security

In the course of the Company’s business, Covered Parties may hold or have access to personal information about colleagues, customers, suppliers and other individuals.  It is essential that every Covered Party respects and protects this information to ensure the Company meets the requirements of data privacy applicable law and regulations in effect as well as the requirements of the parties to whom obligations of confidentiality are owed.  Any personal information must solely be used for legitimate business purposes.  Every Covered Party shall:


  • Ensure that individuals who provide personal information give informed consent and are made adequately aware of who will have access to their data and for what purpose;
  • Always consider data privacy implications and the need for a privacy impact assessment before starting any new activity that may involve the processing of personal information; and
  • Report any actual or potential breach of privacy to the Company’s General Counsel At [email protected].

Further, every Covered Party shall contribute to the creation and maintenance of a secure work environment.  Upon leaving work, Covered Parties are advised to lock all desks, lockers, and doors protecting valuable or sensitive material in the Covered Party’s work area and report any lost or stolen keys, passes, or other similar devices to such Covered Party’s manager immediately. Each Covered Party should refrain from discussing with Non-Covered Parties specifics regarding the Company’s security systems, alarms, passwords, etc.

We also request that you immediately advise your manager of any known or potential security risks and/or suspicious conduct of employees, customers, or guests of the Company to which you become aware.  Safety and security are the responsibility of every Covered Party, and we rely on you to help us keep the workplace safe and secure.  Every Covered Party shall:

  • Use strong passwords and keep them secure and private;
  • Only disclose confidential information to those who need it to do their job; and
  • Do not work on confidential matters in situations and places (e.g. a public place) where there is a reasonable risk that confidential information is visible to or accessible by third parties, or is otherwise inadvertently disclosed.


XXV. No Rights Created

This Code is a statement of certain fundamental principles, policies and procedures that govern the Company’s Covered Parties in the conduct of the Company’s business.  It is not intended to and does not create any rights in any employee, customer, client, visitor, supplier, competitor, shareholder or any other person or entity.  It is the Company’s belief that the policy is robust and covers most conceivable situations.

XVI.    Conclusion

This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics.  If you have any questions about these guidelines, or to obtain copies of the other policies referred to in this Code, please contact your supervisor or the Company’s General Counsel.  The Company expects all of its employees and directors to adhere to these standards.

This Code, as applied to the Company’s principal financial officers, will be our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

This Code and the matters contained herein are neither a contract of employment nor a guarantee of continuing the Company policy.  The Company reserves the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time for any reason.