 Code of Business Conduct |
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TranSwitch Corporation
3 Enterprise Drive
Shelton, CT 06484
USA
T: +1.203.929.8810
F: +1.203.926.9453
Copyright © 1995-2007
TranSwitch Corporation
TranSwitch Corporation, Shelton, CT is ISO 9001:2000 Registered
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TranSwitch Code of Business Conduct and Ethics
A MESSAGE FROM THE BOARD
At TranSwitch ("TranSwitch" or the "Corporation"), we believe that conducting business ethically is critical to our long-term success. Ethics, integrity, honesty, and hard work provide the foundation upon which we build competitive excellence and business success.
TranSwitch operates in an increasingly complex business environment and in a wide range of competitive situations. To continue to be successful within this environment, we are resolute in our commitment to perform at the highest ethical level. This commitment must guide all of us in every aspect of our business endeavors. We expect every director, officer and employee to practice the highest standards of business conduct in every business relationship - with each other, with the Corporation, and with our customers, business partners, and competitors.
In short, it is important that each and every one of us at TranSwitch clearly understands and abides by our commitment to ethics, integrity, and honesty. As individuals, and collectively as a Corporation, we must comply with applicable laws, rules and regulations in all aspects of our operations. Our commitment to the highest professional standards is essential to our continued success in a growing and increasingly competitive marketplace.
To that end, the Board of Directors of the Corporation has adopted this Code of Business Conduct and Ethics.
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INTRODUCTION
TranSwitch has issued this Code of Business Conduct and Ethics (the "Code") to promote: (1) honest and ethical conduct by everyone associated with the Corporation, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely, and understandable disclosure in reports and documents that the Corporation files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Corporation; (3) compliance with other applicable governmental laws, rules, and regulations; (4) the prompt internal reporting of any violations of this Code to a member of the Human Resources Department, a member of the Nominating and Corporate Governance Committee of the Board of Directors and/or internal or external legal counsel of the Corporation; and (5) accountability for adherence to the Code.
The effectiveness of this Code depends in large part on the cooperation of all directors, officers and employees in promptly disclosing to a member of the Human Resources Department, a member of the Nominating and Corporate Governance Committee of the Board of Directors and/or internal or external legal counsel of the Corporation any situations that may be contrary to the intent of the Code and the ethical standards that it expresses. The Corporation expressly prohibits retaliation of any kind against any individual for the reporting of suspected misconduct.
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SCOPE OF THE CODE
This Code applies to all directors, officers and employees of the Corporation.
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A CULTURE OF COMPLIANCE
The Corporation seeks to foster and maintain a culture of compliance not only with applicable laws, rules, and regulations, but with the highest standards of business conduct as well. Everyone at the Corporation shall help preserve our culture of compliance.
This Code is neither a contract nor a comprehensive manual that covers every situation you might encounter. Neither this Code nor any other Corporation policy, procedure, guideline or practice creates any contractual rights. If you have any questions about the provisions of this Code, or about how you should conduct yourself in a particular situation, you should make your question(s) known to and seek the advice of one or more of the contacts referenced in "Inquiries, Reporting and Enforcement Mechanisms" contained within this Code.
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STANDARDS OF CONDUCT
Conflicts of Interest
This Code does not prevent you from taking part in legitimate financial, business, or other activities outside your job. Those activities, however, must be free of conflicts with your responsibilities to, and the best interests of, TranSwitch. TranSwitch expects its directors, officers and employees to commit their best efforts to assist TranSwitch in achieving its corporate goals and objectives. A "conflict of interest" may occur when an individual's private interest interferes in any way - or even appears to interfere - with the interests of the Corporation as a whole. A conflict situation can arise when a person takes action or has interests that may make it difficult to perform his or her duties to the Corporation objectively and effectively. Conflicts of interest may also arise when a person, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Corporation. Loans to, or guarantees of obligations of, such persons by the Corporation are of special concern.
You must disclose any matter that you believe might raise doubt regarding your ability to act objectively and in the Corporation's best interest. The following is a non-exhaustive list of examples of situations involving potential conflicts of interest that should be disclosed:
- employment by a competitor, regardless of the nature of the employment, while simultaneously being employed by TranSwitch;
- outside commitments which may be detrimental to the director's, officer's or employee's service to, and best interests of, TranSwitch;
- directing Corporation business to another entity in which an employee or close family member has a substantial ownership or management interest;
- owning a substantial interest in an entity that is a competitor or customer of, or a supplier to, TranSwitch;
- any Corporation loan to any Section 16 reporting person as defined by the Securities and Exchange commission or Corporation guarantee of any personal obligation;
- acting independently as a consultant to a Corporation competitor, customer, or supplier;
- using Corporation assets, intellectual property, or other resources for personal gain; and
- accepting anything of more than nominal value - such as gifts, discounts, or compensation - from an individual or entity that does or seeks to do business with TranSwitch.
These are but a few examples among many situations that could potentially give rise to a conflict of interest or an appearance of a conflict. Directors, officers and employees shall follow the reporting requirements as described in "Inquires, Enforcement and Reporting Mechanisms" contained within this Code.
TranSwitch's directors must obtain approval from the Board of Directors before accepting any position as an officer or director of any outside business concern or entity that has a business relationship with TranSwitch.
TranSwitch's officers and employees must obtain necessary approvals before accepting (i) any position as an officer or director of an outside business concern, or (ii) any position as an officer or director of board position with a not-for-profit entity if there is or may be a Corporation business relationship with the entity or an expectation of financial or other support from the Corporation. The Corporation's officers and employees must obtain such approvals from the Nominating and Corporate Governance Committee.
Directors, officers and employees who have obtained such approvals must promptly notify the appropriate persons specified above in the event of any change in the nature of such business concerns or entity's relationship with the Corporation or if such concern or entity later becomes a competitor of the Corporation.
Corporate Opportunities
You owe a duty to the Corporation to advance its legitimate interests when the opportunity to do so arises. TranSwitch's directors, officers and employees are prohibited from: (i) taking for themselves personally corporate opportunities that are discovered through the use of Corporation property, information or position, without first offering such opportunities to the Corporation; (ii) using corporate property, information, or position for personal gain; and (iii) competing with the Corporation.
TranSwitch's directors and officers are committed to adherence to their fundamental duties of good faith, due care, and loyalty owed to all shareholders. The decisions of the directors and officers are made with the Corporation's and its shareholders' best interests in mind.
Confidentiality
You must maintain the confidentiality of sensitive business, technical, or other information entrusted to you by the Corporation, its customers, or business partners, except when disclosure is authorized or legally mandated. Confidential information includes all non?public information that might be of use to competitors or harmful to the Corporation, its customers, or business partners if disclosed.
Fair Dealing
You must act fairly, honestly, and in good faith in any dealings on behalf of the Corporation with any of its customers, suppliers, competitors, employees, and all others. You may not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
Protection and Proper Use of Corporation Assets
You must protect the Corporation's assets and strive to ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Corporation's profitability. You are asked to cooperate in helping TranSwitch protect against the improper disclosure, theft, or misuse of its intellectual and physical property. Unauthorized or improper disclosure, theft, or misuse of any Corporation property, including the Corporation's intellectual property, can result in disciplinary measures, up to and including termination. In addition, the Corporation may report suspected violations to appropriate third parties, including law enforcement personnel or regulatory authorities.
TranSwitch assets should be used for the Corporation's legitimate business purposes. Employees are advised that the content of TranSwitch's electronic communication infrastructure (e-mail, voicemail, Internet access) is not private and can be accessed and monitored at any time by the Corporation without notice.
Compliance with Laws, Rules, and Regulations
TranSwitch is committed to compliance with applicable laws, rules, and regulations. The Corporation therefore maintains a compliance program designed to ensure that directors, officers and employees are informed and continuously mindful of the laws governing their conduct. TranSwitch also maintains separate, detailed policies regarding such matters as insider trading, fair employment practices, and sexual harassment. The compliance program and these separate policies are consistent in all respects with the spirit and the letter of this Code.
Each and every director, officer and employee is required to act within the bounds of the law. Questions or concerns about compliance issues can and should be raised by any of the means indicated under "Inquiries, Reporting and Enforcement Mechanisms" contained within this Code.
Full, Fair, Accurate, Timely and Understandable Disclosures
TranSwitch strives to maintain the highest standards to ensure that all business records and financial reports are accurate, complete, understandable, and contain no false or misleading information. The Corporation is committed to complying with applicable laws requiring the fair and timely disclosure of material information and maintaining the accuracy of publicly disseminated information. In carrying out this commitment, TranSwitch maintains internal controls and procedures designed to provide reasonable assurance of achieving the following objectives:
- efficacy and efficiency of operations;
- safeguarding and proper management of the Corporation's assets;
- reliability of financial reporting that is in compliance with generally accepted accounting principles in the United States; and
- compliance with applicable laws and regulations, including, without limitation, the Corporation's responsibility to maintain disclosure controls and procedures intended to ensure that financial and non-financial information is collected, analyzed, and timely reported in full compliance with applicable law.
The Corporation is committed to maintaining disclosure controls and procedures designed to ensure that financial and non-financial information is collected, analyzed, and timely reported in full compliance with applicable law.
Compliance with these controls and procedures is of paramount importance. If anyone in the Corporation believes that the Corporation's books or records are not being maintained, or that its financial condition or results of operations are not being disclosed, in accordance with these controls and procedures, that person should report the matter directly by any of the means indicated below.
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INQUIRIES, REPORTING AND ENFORCEMENT MECHANISMS
Among the most important responsibilities of each and every director, officer and employee in this Corporation is: (1) the obligation to comply with this Code and applicable laws, rules, and regulations; and (2) the obligation to raise a concern about a possible violation of the Code or the law.
The Corporation expects all directors, officers and employees to behave ethically and to conduct their business activities on behalf of the Corporation with honesty and integrity. Any director, officer, or employee who has knowledge of a potential or suspected violation of the Code has an obligation to report relevant information to the Nominating and Corporate Governance Committee or the other persons listed below. The Corporation provides a variety of methods for obtaining answers to any questions about ethics issues and for raising any concerns about a possible violation of the Code or applicable law. Questions or concerns can be addressed to:
- a supervisor or department head;
- a member of the Human Resources Department;
- a member of the Nominating and Corporate Governance Committee of the Board of Directors; and/or
- internal or external Corporation legal counsel.
Frequently, a supervisor or department head will be in the best position to resolve the issue quickly. All such supervisors and department heads or members of the Human Resources Department who receive such reports must forward them promptly to the Nominating and Corporate Governance Committee. However, you may also raise any question or concern with any of the other persons listed above. You may do so orally or in writing and, if preferred, anonymously. You may also use the TranSwitch U.S. Action Line to report a possible violation. The toll free number is 1 (877) 277-3163.
If the issue or concern relates to the internal accounting controls of the Corporation or any auditing matter, you may report it anonymously to any member of the Audit and Finance Committee or the Compliance Officer, pursuant to the procedures established by the Audit and Finance Committee including the TranSwitch U.S. Action Line as indicated above.
The Corporation may from time to time designate other resources in addition to those listed above, including without limitation a process to accept complaints, concerns or questions on an anonymous and confidential basis.
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POLICY AGAINST RETALIATION
The Corporation will not allow retaliation in response to reports made in good faith by any director, officer or employee of suspected violations of the Code or any laws, rules or regulations, voices other concerns or who is involved on the Corporation's behalf in investigating or helping resolve any such issue. The Corporation prohibits any director, officer, or employee from retaliating or taking adverse action of any kind against anyone for raising or helping to resolve a conduct concern. Any individual who is found to have engaged in retaliation against a Corporation director, officer, or employee for raising, in good faith, a conduct concern or for participating in the investigation of such a concern may be subject to discipline, up to and including immediate termination. If any individual believes he or she has been subjected to such retaliation, that individual is encouraged to report the situation as soon as possible to the Human Resources Department or to internal legal counsel.
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PENALTIES FOR VIOLATIONS
TranSwitch is committed to taking prompt and consistent action against violations of this Code. Violations of the Code are subject to disciplinary action up to and including immediate termination. In addition, the Corporation may report suspected violations to appropriate third parties, including law enforcement personnel or regulatory authorities. The following are examples of conduct that may result in discipline:
- retaliation against any person within the Corporation for reporting a conduct concern;
- any action that violates the Code or any applicable law, rule, or regulation;
- requesting others to violate the Code or any applicable law, rule, or regulation;
- failure to promptly raise a known or suspected violation of the Code or any applicable law, rule, or regulation;
- failure to cooperate in internal investigations of possible violations of the Code or any applicable law, rule, or regulation; and
- failure to demonstrate the leadership and diligence needed to foster compliance with the Code or any applicable law, rule, or regulation.
The above list of examples should not be construed in any way as an exhaustive list of the types of conduct that violate or potentially violate the Code. Rather, the list is meant to be illustrative only, and the Corporation, in its sole discretion, will evaluate suspected violations on a case-by-case basis.
Reports of suspected violations of this Code or any applicable law, rule or regulation will be promptly investigated internally, and violators shall be subject to discipline, as deemed appropriate by the Corporation in its sole discretion, up to and including immediate termination.
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WAIVER/AMENDMENTS
Only the Board of Directors may grant a waiver of or amend any provision of this Code. A request for such a waiver should be submitted to the Nominating and Corporate Governance Committee in writing for its consideration. The Board of Directors will promptly cause the Corporation to disclose to shareholders any substantive amendments to the Code as well as all waivers of the Code granted to directors or officers. Such disclosure shall be made on the investor relations section of the Corporation's website at www.transwitch.com and as prescribed by the SEC, the National Association of Securities Dealers or any governmental or regulatory body exercising authority over the Corporation.
Receipt of Code of Business Conduct and Ethics
I have received a copy of TranSwitch's Code of Business Conduct and Ethics (the "Code") and acknowledge it is my responsibility to read and understand its contents. I understand my obligation to comply with this Code and with the law, and my obligation to report, as outlined in this Code, any and all suspected violations of this Code or of any applicable law, rule, or regulation. I understand that the Corporation expressly prohibits any director, officer, or employee from retaliating against any other director, officer, or employee for reporting suspected violations of the Code or of any laws, rules or regulations. I am familiar with all the reporting and enforcement mechanisms that have been described within this Code of Conduct if I have complaints, concerns or questions regarding specific conduct, Corporation policies, or adherence to applicable laws, rules, or regulations.
If I am an employee, I understand that TranSwitch is an "at-will" employer and, as such, employment with the Corporation is not for a fixed term or definite period and may be terminated at the will of either party, at any time, with or without prior notice. I understand that nothing contained in this Code may be construed as creating a promise of future benefits or a binding contract with the Corporation for benefits or for any other purpose.
Printed Name: _____________________________
Signature: ________________________
Position: ________________________
Date: ________________________
Please sign and date this receipt and return it to the Human Resources Department.
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2008 Corporate Update
Conference Archive