CODE OF ETHICS AND BUSINESS CONDUCT

Transcription

1 CODE OF ETHICS ND BUSINESS CONDUCT

2 TBLE OF CONTENTS CODE OF ETHICS ND BUSINESS CONDUCT T GLNCE STRONG VLUES GUIDE OUR CTIONS lways act with integrity How to use this Code Who must follow this Code Your responsibilities If you re in a leadership position more is expected ccountability WHEN IN DOUBT, SK UESTIONS ND SPEK UP How to report possible violations What to expect when you use the Ethics and Compliance Hotline We won t tolerate retaliation MKE THE RIGHT CHOICE Guidelines for ethical decision-making Cooperate with inquiries and investigations Requests from Government agencies and authorities VOID BEING COMPROMISED BE FORTHRIGHT ND BOVE REPROCH... 7 Conflicts of interest avoiding even the appearance of conflicts when in doubt, disclose Business opportunities Friends and relatives, co-worker relationships Outside employment Personal investments Civic activities voiding gifts and entertainment that could compromise your integrity and our reputation Gifts and entertainment, before you act think Gifts and entertainment of government officials Gathering information about our competitors in an ethical manner Maintaining our standards of journalistic integrity STY CUSTOMER FOCUSED Dealing fairly and honestly with our customers Protecting the privacy of customers information BE TRNSPRENT ND HONEST WHEN COMMUNICTING ON BEHLF OF THE COMPNY Communicating with the public Social Media ENSURE CCURTE ND COMPLETE BUSINESS RECORDS Business records and disclosures Managing our records HONOR OUR COMMITMENTS PROTECT OUR INFORMTION ND SSETS Using our resources as they were intended Safeguarding our intellectual property Protecting the Company s confidential information Respecting employee privacy EXERCISE CORPORTE CITIZENSHIP FOLLOW THE LETTER ND SPIRIT OF THE LW Preventing anti-competitive business practices Never trade while in possession of inside information Exercising discretion when involved in the political process EXCEL THROUGH TEMWORK ND RESPECT FOR ONE NOTHER Living our core values respect and support for others Diversity and equal employment opportunity Harassment-free workplace Maintaining a safe and healthy workplace Drug and alcohol policy SERVE THE GRETER GOOD Being a good neighbor Using our natural resources wisely WIVERS ND EXCEPTIONS cknowledgement Form II

3 CODE OF ETHICS ND BUSINESS CONDUCT T GLNCE CONFLICTS OF INTEREST Use good judgment and avoid situations that can lead to even the appearance of a conflict of interest. conflict of interest happens whenever you have a competing interest that may interfere with your ability to make an objective decision for Tribune Publishing. The following situations are potential conflicts of interest and should be disclosed to your supervisor: taking personal advantage of business opportunities, working relationships involving friends and relatives, outside employment, personal investments and participation in civic activities. GIFTS & ENTERTINMENT Giving to or accepting gifts from any of our customers, suppliers, partners or competitors can easily look like a conflict of interest, especially if it happens frequently or if the value is large enough that someone could reasonably think it is improperly influencing a business decision. The same applies for entertainment. COMPETITIVE INTELLIGENCE Never engage in fraud, misrepresentation or deception to obtain confidential information about competitors, nor should you use invasive technology to spy on others. CUSTOMER FOCUS Treat each customer fairly and honestly, and speak up and talk to your supervisor or Human Resources Department if you have concerns about any error, omission, undue delay, or defect in quality or our customer service. PRIVCY OF CUSTOMERS INFORMTION Know which types of customer information are given heightened protection by the law and Company policy and protect them through appropriate means. Never share customer information outside the Company except as authorized. Immediately report to your supervisor any loss or inadvertent disclosure of customer information. COMMUNICTING WITH THE PUBLIC Unless it is part of your job responsibilities, never speak publicly on issues involving the Company without prior authorization, and refer inquiries about our activities, sales, financial results, or strategic plans to your supervisor or the Corporate Communications Department. BLOGS & SOCIL NETWORKING Be careful when using social media when it is not part of your job. Use of social media can unintentionally pose risks to Tribune Publishing s confidential and proprietary information, reputation and brands. It can expose the Company to discrimination and harassment claims or jeopardize the Company s compliance with business rules and laws. BUSINESS RECORDS & DISCLOSURES Books and records must be accurate, clear, and complete, and in compliance with accepted accounting rules and controls. Documents should only be labeled, stored, retained and destroyed in accordance with our Records and Information Management Policy, and never in response to or in anticipation of an investigation or audit. USING COMPNY RESOURCES Company resources include funds, facilities, equipment, information systems, intellectual property, and proprietary and/or confidential information. Only use Tribune Publishing assets for legitimate business purposes and avoid any use of assets that might cause loss or damage. PROTECTING THE COMPNY S CONFIDENTIL INFORMTION Protect Tribune Publishing s confidential information. Keep it secure, limit access to those who have a need to know in order to do their job, and avoid discussion of confidential information in public areas. The obligation to preserve the Company s confidential information continues even after your employment ends. RESPECTING EMPLOYEE PRIVCY Protect the confidentiality of personal information of current and former colleagues, as well as job applicants, business partners and customers. Don t access, discuss or share confidential information unless there is a legitimate business reason to do so. NTI-TRUST nti-trust laws are complex and compliance requirements can vary depending on the circumstance, but in general, the following activities are red flags and should be avoided: Collusion with competitors, bid-rigging, tying (using market power to force customers to take products or services that they do not want or need) and predatory pricing (using market power to sell a product or service below cost so as to eliminate or harm a competitor). If you witness any of these red flags, you should report it to your supervisor, Human Resources, the Law Department or Internal udit immediately. 1

4 CODE OF ETHICS ND BUSINESS CONDUCT CONTINUED INSIDER TRDING Never trade securities or pass information on to others who then trade ( tipping ) on the basis of material information before it is made publicly available to ordinary investors. Employees are expected to review and strictly adhere to the Company s Policy on Trading in Securities. POLITICL PRTICIPTION Know and follow all relevant laws and guidelines when lobbying, making contributions on behalf of Tribune Publishing, or campaigning for or holding public office. Make sure you receive all necessary approvals before using any Company resources to support political activities. Be clear when expressing your personal political views and activities that they are your own and not the Company s. Never use Tribune Publishing resources or facilities to support your personal political activities. DIVERSITY & EUL EMPLOYMENT OPPORTUNITY Tribune Publishing believes in equal employment opportunities for all regardless of race, color, religion, gender, sex, national origin, age, sexual orientation, gender identity or expression, disability, military status, marital status, genetic information, or any other legally protected classification. You are expected to treat others respectfully and professionally and comply with all federal, state and local equal employment opportunity laws. HRSSMENT-FREE WORKPLCE Verbal or physical conduct by any employee that harasses another, disrupts another s work performance, or creates an intimidating, offensive, abusive, or hostile work environment will not be tolerated. ny such incident should immediately be reported to your supervisor or the Human Resources Department. MINTINING SFE & HELTHY WORKPLCE Report any situations that may pose a health, safety or environmental hazard to your supervisor or Human Resources Department. DRUG & LCOHOL POLICY The use, possession, distribution, purchase, sale, offer for sale, manufacture, being under the influence, or otherwise being involved with illegal drugs or the abusive use of controlled substances while on Tribune Publishing s premises, conducting Tribune Publishing business, or in Tribune Publishing-owned or leased vehicles is prohibited. While employees normally should not use or be under the influence of alcohol while working or conducting Company business, we recognize that there may be occasions such as client entertainment or department holiday parties where the responsible use of alcohol is acceptable. CIVIC & COMMUNITY ENGGEMENT Do not pressure others to contribute to or participate in your preferred charitable organizations and never participate in Tribune Publishing s decisions regarding a charity or other organization where you volunteer. USING OUR NTURL RESOURCES WISELY Work to continuously improve our environmental performance through resource conservation, waste minimization, water and energy efficiency, and effective use of raw materials. SKING UESTIONS & REPORTING POSSIBLE VIOLTIONS If you see or suspect any illegal or unethical behavior, or you have a question about what to do, talk to your supervisor or contact the Human Resources Department, the Law Department, Internal udit or your business unit leader. You also have the option to either call Tribune Publishing Company s Ethics and Compliance Hotline (844-4TRBPUB or ) or submit your inquiry, concern or report online ( ethicspoint.com). The Company will make every reasonable attempt to ensure that your concerns are addressed appropriately. You can report ethical violations in confidence and without fear of retaliation. 2

5 STRONG VLUES GUIDE OUR CTIONS LWYS CT WITH INTEGRITY Integrity is one of the fundamental values to which Tribune Publishing is committed in carrying out its mission. Integrity is the foundation for our journalism and for our businesses, whose success depends upon our compliance with the highest legal and ethical standards and our stellar reputation within the communities we operate and serve. s part of this commitment, we (every employee, officer and director) are expected to comply with all of Tribune Publishing s policies as well as all of the laws and regulations that apply to our company. Because it is not possible for anyone to know all aspects of every applicable law, appropriate processes are critical to ensuring compliance, and individual employees need to understand the significant laws and regulations that apply in connection with their duties and responsibilities. HOW TO USE THIS CODE Tribune Publishing Company s Code of Ethics and Business Conduct (the Code ) is designed to help us understand these key laws and rules and to provide guidelines on how to do the right thing when we encounter difficult situations. We all need to read, understand and comply with the Code, and every supervisor must ensure that employees who report to them read, understand and comply with the Code. You should be guided by the general principles of the Code and use integrity, common sense and good judgment to steer your behavior and decisions. Knowingly violating any provision of this Code can lead to disciplinary action up to and including termination. This Code is designed to serve as a resource for you when you need information about our policies or standards or when you are faced with a difficult ethical situation. In addition to this Code, Tribune Publishing also has other resources (such as the Employee Handbook) that can be of help. These additional resources are listed throughout the Code. s always, the Company relies on you to use good judgment and to seek help when you need it. If you are a supervisor, you should take the time to ensure that the employees reporting to you know how to use the Code and how to seek additional help. WTCH OUT FOR Efforts to solve an issue without others knowing or requests to keep this within the team. Unusual actions or behaviors that are out of the norm or appear to be deceptive. These can be signs that misconduct may be occurring. Be vigilant. Transparency is important. Whenever potential misconduct may be involved, discuss the matter with your supervisor, Human Resources, the Law Department or Internal udit. WHO MUST FOLLOW THIS CODE This Code applies to all employees (except those subject to collective bargaining agreements), officers and directors at any Tribune Publishing business unit. Certain business partners, such as third parties, consultants and temporary employees, serve as an extension of Tribune Publishing. They are expected to follow the spirit of the Code, as well as any applicable contractual provisions, when working on behalf of Tribune Publishing. Managers who supervise our business partners and temporary employees are responsible for ensuring that they understand our ethical standards. If an external business partner fails to comply with our ethics and compliance expectations and their related contractual obligations, it may result in the termination of their contract. YOUR RESPONSIBILITIES Tribune Publishing is made up of thousands of talented individuals, each with unique perspectives and backgrounds. Though we are all different, each of us must take responsibility for acting with integrity, even when this means making difficult choices. Meeting our responsibilities is what enables us to succeed and grow, today and in the future. lways act in a professional, honest, and ethical manner when acting on behalf of the Company. Know the information contained in the Code and company policies, paying particular attention to the topics that pertain to your job responsibilities. Complete all required employee training in a timely manner and keep up-to-date on current standards and expectations. Report concerns about possible violations of laws, regulations, or the Code to your supervisor, Human Resources, the Law Department, Internal udit or the Ethics and Compliance Hotline. Cooperate and tell the whole truth when responding to an investigation or audit and never alter or destroy records in response to an investigation or when an investigation is anticipated. 3

6 STRONG VLUES GUIDE OUR CTIONS CONTINUED Remember: no reason, including the desire to meet business goals, should ever be an excuse for violating laws, regulations, the Code or any Tribune Publishing policy. IF YOU RE IN LEDERSHIP POSITION MORE IS EXPECTED Tribune Publishing leaders are expected to meet the following additional responsibilities: Lead by example. Managers are expected to exemplify the highest standards of ethical business conduct. Help create a work environment that focuses on building relationships, recognizes effort, and values mutual respect and open communication. Be a resource for others. Communicate to employees, consultants and contract workers about how the Code and policies apply to their daily work. Be proactive. Look for opportunities to discuss and address ethics and challenging situations with others. Create an environment where everyone feels comfortable asking questions and reporting potential violations of the Code and policies. Respond quickly and effectively to concerns that are brought to your attention. Never ask another or pressure anyone to do something that you would be prohibited from doing yourself. If you supervise third parties, ensure that they understand their ethics and compliance obligations. Managers should not consider the reporting of ethics concerns as a threat or challenge to their authority we want an open, honest and trustful dialogue to become a natural part of daily work. CCOUNTBILITY Violating relevant laws, regulations or the Code, or encouraging others to do so, is not only wrong, but also exposes the Company to liability and puts Tribune Publishing s reputation at risk. If an ethics or compliance problem does occur, you are required to report it so that an effective solution can be developed. You should also understand that violations of laws or regulations may result in legal proceedings and penalties including, in some circumstances, criminal prosecution. I m a manager and I m not clear what my obligations are if someone comes to me with an accusation and what if it involves a senior leader? No matter whom the allegation involves, you must report it without exception. Tribune Publishing provides several avenues for reporting concerns. If for any reason you are uncomfortable making a report to a particular person, you may talk to any of the other resources listed in the Code or call the Ethics and Compliance Hotline. I m a manager. If I observe misconduct in an area not under my supervision, am I still required to report the issue? You are chiefly responsible for employees, contractors and third parties under your supervision, but all Tribune Publishing employees are required to report any misconduct they become aware of, and as a leader you are especially obliged to take action. The best approach is to talk first with the supervisor who oversees the area where the problem is occurring, but if this doesn t work, or isn t feasible, you should use other resources listed in the Code. 4

7 WHEN IN DOUBT, SK UESTIONS ND SPEK UP HOW TO REPORT POSSIBLE VIOLTIONS If you see or suspect any illegal or unethical behavior, or you have a question about what to do, talk to your supervisor and ask for help. Sometimes, you may not be able to talk about an issue with your supervisor. If that s the case, then contact Human Resources, the Law Department, Internal udit or your business unit leader. You also have the option to call the Company s Ethics and Compliance Hotline (844-4TRBPUB or ) or submit your inquiry, concern or report online ( ethicspoint.com). The Company will make every reasonable attempt to ensure that your concerns are addressed appropriately. WHT TO EXPECT WHEN YOU USE THE ETHICS ND COMPLINCE HOTLINE The Ethics and Compliance Hotline is available 24 hours, seven days a week. The function is offered in two forms; (1) telephony and (2) web-intake. Trained specialists from an independent third party provider of corporate compliance services will answer your call, document your concerns and forward a written report to an independent compliance team within Tribune Publishing for further investigation. You may also submit your inquiry, concern or report online via the web-intake site. The site is managed by the same independent third party provider and is not on Tribune Publishing s network. fter you make a report, you will receive an identification number so you can follow up on your concern. This is especially important if you have submitted a report anonymously, as we may need additional information in order to conduct an effective investigation. This identification number will also enable you to track the resolution of the case; however, please note that, out of respect for privacy, the Company will not be able to inform you about individual disciplinary actions. Remember, an issue cannot be addressed unless it is brought to someone s attention. lso, the more information you provide, the more effective the investigation will be. WE WON T TOLERTE RETLITION You can report ethical violations in confidence and without fear of retaliation. Tribune Publishing will not tolerate any retaliation against an employee who in good faith, asks questions or makes reports of possible violations of the Code of Ethics and Business Conduct. Our supervisor typically does nothing when concerns about potential misconduct are brought to her attention and I believe she has made things difficult for co-workers who have raised issues. Now I have a problem. co-worker is doing something that I believe to be ethically wrong. What should I do? Take action and speak up. You are required to report misconduct. While starting with your supervisor is often the best way to efficiently address concerns, if you do not believe that it is appropriate or do not feel comfortable doing so, you should talk to a Human Resources representative, or any of the resources listed throughout the Code. What if someone misuses the Ethics and Compliance Hotline, makes an anonymous call, and falsely accuses someone of wrongdoing? Experience has shown that the Ethics and Compliance Hotline is rarely used for malicious purposes, but it is important to know that we will follow up on calls, and anyone who uses the Ethics and Compliance Hotline in bad faith to spread falsehoods or threaten others, or with the intent to unjustly damage another person s reputation, will be subject to disciplinary action up to and including termination. I suspect there may be some unethical behavior going on in my business unit involving my supervisor. I know I should report my suspicions, and I m thinking about using the Ethics and Compliance Hotline, but I m concerned about retaliation. You are required to report misconduct and in your situation using the Ethics and Compliance Hotline is a good option. We will investigate your suspicions and may need to talk to you to gather additional information, but if you choose to remain anonymous no one will try to determine who you are, and we will protect the information you provide to us. fter you make the report, if you believe you are experiencing any retaliation, you should report it. We take claims of retaliation seriously. Reports of retaliation will be thoroughly investigated and, if they are true, retaliators will be disciplined up to and including termination. 5

8 MKE THE RIGHT CHOICE GUIDELINES FOR ETHICL DECISION-MKING Making the right decision is not always easy. There will be times when you ll be under pressure or unsure of what to do. lways remember when you have a tough choice to make, you re not alone. Your colleagues and management are available to help, and you have other resources to turn to including the Code, our policies, your supervisor, Human Resources, the Law Department and Internal udit. When faced with a tough decision it may help to ask these questions: Is it legal? Is it consistent with the Code and policies? Is it based on a thorough understanding of the risks involved? Would I still be comfortable with the decision if it appeared in the news? If the answer to any of these questions is no, stop and speak up. COOPERTE WITH INUIRIES ND INVESTIGTIONS With respect to Tribune Publishing s business practices, we are committed to cooperating with audits, investigations and other government inquiries and take seriously any investigation or review. s such, you are expected to fully cooperate with all audits and investigations that are requested by the Company. The following are important points you should know about the investigations process: ppropriate resources will be assigned to conduct the investigation. The facts of the case will typically be uncovered through interviews and document reviews. You should never conduct an investigation yourself. Keep any information you may know about an investigation strictly confidential. My business unit sets various goals that we are asked to achieve. Sometimes I feel pressured to violate the Code and policies to achieve these goals. Is this acceptable? No. While successful businesses set high goals and employees strive to achieve them, you should never violate the Code or Tribune Publishing s policies to achieve your goals. Investigators will recommend appropriate action, if needed, to management. If action is necessary to correct the situation and prevent a recurrence, the Company will take corrective steps including disciplinary action up to and including dismissal. Comply with any and all document hold requests resulting from investigations, inquiries or litigation (this is extremely important). REUESTS FROM GOVERNMENT GENCIES ND UTHORITIES In the course of business, you may receive inquiries from regulators or government officials. In all cases, you are expected to respond to requests for information in an honest and timely manner. Before responding to a request for information from government agencies and regulators, talk with your supervisor or the Law Department, especially if at any time there is doubt, ambiguity or if the request is not in the ordinary course of business. In spite of this commitment, Tribune Publishing reserves the right to protect the newsgathering and editorial process from inappropriate intrusion. Why are we expected to cooperate with ethics and compliance investigations? I would rather not get involved. Your assistance is important. When the Company conducts an investigation, it is reviewing the possibility of a violation of the Code, Tribune Publishing policies or relevant legal requirements. The investigation is necessary to protect individuals, the Company, and, in some cases, the public. lso, in many cases, compliance is required by law. If employees do not cooperate, it may be impossible to get all the facts and take the right actions. Withholding information or knowingly giving false or misleading information is a serious violation of our duties as employees and could result in disciplinary action, including termination. 6

9 VOID BEING COMPROMISED BE FORTHRIGHT ND BOVE REPROCH CONFLICTS OF INTEREST VOIDING EVEN THE PPERNCE OF CONFLICTS WHEN IN DOUBT, DISCLOSE conflict of interest happens whenever you have a competing interest that may interfere with your ability to make an objective decision for Tribune Publishing. Each of us is expected to use good judgment and avoid situations that can lead to even the appearance of a conflict which can undermine the trust others place in us and damage our reputation. Conflicts of interest may be actual, potential or even just a matter of perception. Since these situations are not always clear-cut, you need to fully disclose them to your supervisor so that we can properly evaluate, monitor and manage them. Do not attempt to make the determination on your own. void conflict of interest situations whenever possible. lways make business decisions in the best interest of Tribune Publishing. Discuss with your supervisor in full detail any situation where someone could perceive that you could do something at Tribune Publishing s expense that would help you personally. Your supervisor may require you to disclose the situation to Human Resources, the Law Department or Internal udit. Think ahead and proactively address situations that may put your interests or those of a close friend or family member in potential conflict with Tribune Publishing. Disclose situations and potential conflicts as soon as possible and then disclose them annually for as long as the situation applies. Seek help and don t try to make the determination of whether a situation is a conflict on your own. There may be additional factors to consider. The following, which are common examples of potential conflicts of interest: BUSINESS OPPORTUNITIES If you learn about a business opportunity because of your job, it belongs to Tribune Publishing first. This means that you should not take that opportunity for yourself or disclose it to someone outside of Tribune Publishing, unless you get approval from Company management and, if required, the Board of Directors. FRIENDS ND RELTIVES, CO-WORKER RELTIONSHIPS On occasion, it is possible that you may find yourself in a situation where you are working with a close friend or relative who works here at Tribune Publishing or who works for a customer, supplier, competitor, etc. Since it is impossible to anticipate all situations that may create a potential conflict, you should disclose your situation to your supervisor in order to determine if any precautions need to be taken. OUTSIDE EMPLOYMENT Tribune Publishing expects your full attention as an employee; so, if you have a side job or personal business (including websites, blogs etc.), you need to disclose and discuss this with your supervisor in advance. If you work outside of the Editorial Department and have a side job or personal business, it may not be a problem, but to ensure that there are no conflicts and that potential issues are addressed, you need to disclose and discuss outside employment with your supervisor in advance. If approved, you need to ensure that this outside activity does not interfere or detract from your work. Working for a competitor, supplier, or customer may raise conflicts that will need to be resolved. lso, any approved side or personal business should not compete or do any business with Tribune Publishing. The Editorial Department has separate policies for outside employment which are more stringent. You should always discuss any outside work situations with your supervisor prior to undertaking them. PERSONL INVESTMENTS You should not have an investment in, or obligation to, one of Tribune Publishing s competitors or any company that conducts or seeks to conduct business with Tribune Publishing. Exceptions to this include interests in managed funds such as index funds/mutual funds, or investments representing ownership of 5% or less of a publicly-traded company. If you are unsure whether there is a conflict, you should ask your supervisor for additional guidance. 7

10 VOID BEING COMPROMISED BE FORTHRIGHT ND BOVE REPROCH CONTINUED CIVIC CTIVITIES Unless company management specifically approves or asks you to do so, you shouldn t accept a seat on the board of directors or advisory board of any of our competitors, suppliers, customers or partners, especially if your current job gives you the ability to influence our relationship with them. Contact your supervisor, Human Resources, the Law Department or Internal udit. You can go to these resources with any of your questions or concerns about conflicts of interest. I submitted my Statement of Compliance last year. There haven t been any changes. Do I need to submit it again this year? Yes, you do. Employees who are asked to submit a Statement of Compliance must do so every year and from time to time upon the Company s request if there are changes or circumstances that could be considered a conflict. The purpose of this is to ensure that the Company has information it needs to make decisions proactively and to avoid potential problems. Remember, when in doubt, disclose and discuss. I work weekends at a local warehouse shopping outlet. They are a major advertiser. Is this a problem? No, it should not be. In this case, it is highly unlikely that your outside employment would pose a conflict. s long as your other job does not interfere or detract from your ability to do your work at Tribune Publishing, there is no problem. Regardless, you should discuss it with your supervisor in advance. VOIDING GIFTS ND ENTERTINMENT THT COULD COMPROMISE YOUR INTEGRITY ND OUR REPUTTION Giving or accepting gifts to/from any of our customers, suppliers, partners or competitors can easily look like a conflict of interest, especially if it happens frequently or if the value is large enough that someone could reasonably think it is improperly influencing a business decision. The same applies for entertainment. In the right circumstances, a modest gift may be a thoughtful thank you, or a meal may be an appropriate setting for a business discussion which strengthens a professional relationship. However, when it comes to gifts and entertainment, our position is straightforward we do not accept or provide gifts, favors, or entertainment if the intent is to improperly influence a business decision. GIFTS ND ENTERTINMENT, BEFORE YOU CT THINK Gifts and entertainment come in all different forms: shirts, pens, dinners, tickets to sporting events, etc. Before you act, think about the situation Does it legitimately support the Company s interest? Is the amount reasonable and customary? Would this embarrass the Company if it became public knowledge? Obviously, not all gifts and entertainment create a problem, but you should avoid things like services, favors, loans or personal discounts. You should also never accept any gift of cash or anything like cash (e.g., gift cards, etc.). Journalists are also subject to the standards included in the applicable Editorial Department s rules, policies and procedures. In many cases these standards are stricter than the standards that apply to other employees. This is necessary to ensure that our reputation and credibility are protected and remain above reproach. See the Editorial Department of your business unit to obtain copies of the applicable rules, policies and procedures. Only provide and accept gifts and entertainment that are reasonable complements to business relationships. Never accept gifts of any kind from a business partner with whom you are involved in contract negotiations. Keep in mind that exchanging gifts and entertainment that foster goodwill in business relationships is generally acceptable, but you should never provide or accept gifts and entertainment that obligate or appear to obligate the recipient. Do not request or solicit personal gifts, favors, entertainment, or services. Do not accept gifts of cash or cash equivalents. This is never allowed. 8

11 VOID BEING COMPROMISED BE FORTHRIGHT ND BOVE REPROCH CONTINUED Understand and comply with the policies of the recipient s organization before offering or providing gifts, favors or entertainment. re careful when using agents who represent us or third parties who introduce business partners to us. Monitor them during the duration of any agreement to ensure they live up to our high standards. Raise a concern whenever you learn of any sign or red flag that a colleague, third party or other agent of the Company may be engaged in any attempt to improperly influence a decision of a customer or government official. Situations that could embarrass you or the Company. Business partners that appear to be privately owned but are actually considered government entities. Gifts, favors or entertainment that may be reasonable for a privately owned customer but not for a government official or agency. Third parties or agents who are thought to be valuable primarily for their personal ties rather than for the services they are to perform or who request compensation out of proportion to their services. Contact your supervisor, Human Resources or Internal udit. You may discuss any questions or concerns you have concerning gifts and entertainment with these resources. When I was traveling, I received a gift from a business partner that I believe was excessive. What should I do? You need to let your supervisor know and report it to Human Resources as soon as possible. We may need to return the gift with a letter explaining our policy. If a gift is perishable or impractical to return, another option may be to distribute it to employees or donate it to charity, with a letter of explanation to the donor. During contract negotiations with a potential new supplier, the new supplier mentioned that they had a complimentary registration to a local business seminar. They are unable to attend and asked if I would like to go in their place. I had been thinking of attending the seminar anyhow, since the subject of the seminar applies to my work. There s no personal gain to me, it would be good for Tribune Publishing, and it would be a shame to waste the registration. I planned on saying yes. Now I wonder if that would be the right decision. You should decline the offer. If you are involved in contract negotiations, you must never accept any gifts while the negotiation process is ongoing. ccepting gifts during negotiations can give the appearance of a quid pro quo and is always inappropriate. GIFTS ND ENTERTINMENT OF GOVERNMENT OFFICILS The Company is committed to meeting the many special legal, regulatory and contractual requirements that apply to government-related work around the world. These requirements may apply to bidding, accounting, invoicing, subcontracting, employment practices, contract performance, gifts and entertainment, and other matters. In addition, Tribune Publishing may be legally obligated to impose these requirements on any agents or subcontractors we use. You must always make sure you know whether you are dealing with a government-related entity. This is not always obvious. Businesses such as airlines, oil companies and telecommunications providers may be owned or controlled by a government, in whole or in part, and subject to special rules. When in doubt, discuss the situation with your supervisor. GTHERING INFORMTION BOUT OUR COMPETITORS IN N ETHICL MNNER Information about competitors is a valuable asset in today s competitive business environment. When collecting business intelligence, Tribune Publishing employees, and others who are working on our behalf, must always live up to the highest ethical standards. We must never engage in fraud, misrepresentation or deception to obtain information. Nor should we use invasive technology to spy on others. We also need to be careful when accepting information from third parties. You should know and trust their sources and be sure that the knowledge they provide is not protected by trade secret laws, or non-disclosure or confidentiality agreements. 9

12 VOID BEING COMPROMISED BE FORTHRIGHT ND BOVE REPROCH CONTINUED While Tribune Publishing employs former employees of competitors, we recognize and respect the obligations of those employees not to use or disclose the confidential information of their former employers. Obtain competitive information only through legal and ethical means, never through misrepresentation. Never contact a competitor regarding their confidential information. Respect the obligations of others to keep competitive information known to them as confidential. Do not induce or receive confidential information of other companies. re certain that third parties acting on our behalf live up to our standards. Never pressure new employees to discuss confidential information from their previous employer. Do not disclose suppliers non-public pricing information. The retention of papers or computer records from prior employers in violation of laws or contracts. The use of anyone else s confidential information without appropriate approvals. The use of job interviews as a way of collecting confidential information about competitors or others. Suggestions from third parties for new products, product feature, or services when the source of the original idea is not fully known. Information obtained through any behavior that could be construed as espionage, spying or which you would not be willing to fully disclose. Unverified third party claims that business intelligence was obtained properly. I am a manager in sales and advertising. One of my team members who recently joined Tribune Publishing from a competitor has with her a customer list and price list of the competitor. She says she plans to use it to our advantage. Should I just ignore this and let her do it? No. If an employee retains competitor information it can result in legal action by the competitor. You must report this to the Law Department for appropriate action. Contact your supervisor or the Law Department. You can discuss any questions or concerns you may have about collecting business intelligence with these resources. MINTINING OUR STNDRDS OF JOURNLISTIC INTEGRITY Great journalism has always been Tribune Publishing s foundation. Our success depends on it. In order to maintain our good name as a trusted source of information, we must be vigilant in adhering to the highest standards of journalistic integrity. We must strive to always present a fair, balanced and comprehensive account of events. Our journalists must be independent and free of conflicts, real or perceived, and our reporting must be free from any and all forms of fabrication or plagiarism. We must also remember that we are accountable to the public we serve. To that end, we encourage open discussion of our journalistic conduct. If our readers, viewers, customers and online users have reason to doubt the credibility of our work, quality won t matter. They will go elsewhere. Maintaining our journalistic integrity is fundamental to our mission and our success. If you have questions or would like additional information, please see the Editorial Department of your business unit to obtain copies of the applicable rules, policies and procedures. 10

13 STY CUSTOMER FOCUSED DELING FIRLY ND HONESTLY WITH OUR CUSTOMERS We treat our customers (readers, viewers, online users and advertisers) fairly. We work to understand and meet their needs, while always remaining true to our own ethical standards. We tell the truth about our services and capabilities and we do not make promises we cannot keep. In short, we treat our customers as we would like to be treated. Treat each customer fairly and honestly. Speak up and talk to your supervisor if you have concerns about any error, omission, undue delay, or defect in quality or our customer service. Promptly raise with your supervisor any potential conflict of interest between you, customers or the Company. Never follow a customer s request to do something that you regard as unethical or unlawful. Respond promptly to customer requests and questions. Promise what you can deliver and deliver on what you promise. Pressure from colleagues or managers to cut corners on quality or delivery standards. The temptation to tell customers what you think they want to hear rather than the truth; if situation is unclear, begin by presenting a fair and accurate picture as a basis for decision. Contact your supervisor. They can help you with any questions or concerns you have about our products or customer service. PROTECTING THE PRIVCY OF CUSTOMERS ND USERS INFORMTION Customers and users of our online services place their trust in us. We must protect their confidential information. Understand and adhere to the law, regulations, Company policy and agreements on the use, protection and retention of information from or about customers and users. Know which types of information are given heightened protection by the law and Company policy (such as personally identifiable information, social security numbers and bank account numbers) and protect them through appropriate means (such as encryption or other types of limited access). Never share customer information outside the Company except as authorized. Consult your immediate supervisor or the Law Department if law enforcement or regulatory authorities or any other person outside the Company requests customer or user information. Immediately report to your supervisor any loss or inadvertent disclosure of customer or user information. Take steps, if you work outside of the office, to ensure that customer and user information is secure and is protected from theft or disclosure to unauthorized persons. Never use customer or user information for personal gain. Requests by business partners for information about our customers or users. Unintentional exposure of customer or user information in public settings such as on phone calls or while working on your laptop. Contact your supervisor, Human Resources, the Law Department or Internal udit. You can discuss any questions or concerns you have about customer and online user privacy with these resources. See Tribune Publishing Company s Privacy Policy on Triblink. I brought home a USB flash drive containing some customer information so that I could work on it at home on my Tribune Publishing-supplied computer. Was that okay? Yes, it is okay; however, you may need to take additional precautions. Many employees work remotely but, in general, are expected to ensure the same security and confidentiality for our data and information when working remotely as when working at the office. 11

14 BE TRNSPRENT ND HONEST WHEN COMMUNICTING ON BEHLF OF THE COMPNY COMMUNICTING WITH THE PUBLIC s a publishing company that serves the public s interest, we must maintain the highest standards of integrity, objectivity and transparency. We are committed to honest, professional and legal communications to colleagues, business partners and the public. To meet our standards, it is important that only authorized persons speak on behalf of the Company. Our journalists and news organizations have specific responsibilities and obligations with regards to reporting news involving our company and should refer to the policies and procedures at their individual business unit. This section is not meant to infringe upon or limit these individuals. Those within the company that are authorized to speak on behalf of Tribune Publishing are charged with ensuring that our disclosures and communications are accurate, full, honest and consistent. s such, if you are not a member of any news department and you receive a media or analyst inquiry, you should not provide any comments but rather direct them to your supervisor or to the appropriate people within Tribune Publishing who are authorized to respond. Media inquiries should be referred to either Tribune Publishing s Corporate Communications Department or to the person your business unit has designated to respond to the media. Similarly, financial analyst inquiries should be referred to Tribune Publishing s Investor Relations Department. Refer inquiries about our activities, sales or financial results, or strategic plans to your supervisor, the Corporate Communications Department or Investor Relations. lways get prior approval from your supervisor or the Corporate Communications Department before making public speeches, writing articles for professional journals or other public communication when you are identified with the Company. Obtain approval from your supervisor or the Corporate Communications Department before distributing any communication intended for a broad employee audience. Never give the impression that you are speaking on behalf of the Company unless this is part of your job responsibilities. ny suggestion that you speak for the Company in your personal communications, including in s, blogs, message boards and social networking sites unless this is part of your job responsibilities. Temptations to use your Company title or affiliation outside work for Tribune Publishing such as in charitable or community work without making clear the fact that the use is for identification only and that you are not representing the Company. Contact your supervisor or the Corporate Communications Department. You can discuss any questions or concerns you have about communicating with the public with these resources. SOCIL MEDI We must be especially careful when writing communications that might be published, and this includes postings to the internet. If you participate in online forums, blogs, newsgroups, chat rooms, or bulletin boards, never give the impression that you are speaking on behalf of Tribune Publishing unless you are authorized to do so. If you reveal that you are a Tribune Publishing employee, make it clear that your views are yours alone. nd always think carefully before you hit the send button. In particular, remember that any harassment, bullying, discrimination, or retaliation that would not be permissible in the workplace is not permissible while on-line. Journalists have additional responsibilities when using social media. See the Editorial department of your business unit to obtain copies of the applicable online journalism and social media rules, policies and procedures. 12

15 BE TRNSPRENT ND HONEST WHEN COMMUNICTING ON BEHLF OF THE COMPNY CONTINUED Do not post sensitive or classified information. Posting it may create a liability to the company through possible violations of security, export control, and insider trading. There may also be implications in the case of litigation and the discovery of documents. Never post false information, or anything that might defame others or damage our brand or reputation. nd never post material that is threatening, abusive, harassing or targeted toward any co-worker, customers, supplier or competitor. Excess use of external sites, since it may absorb significant network bandwidth. The intermingling of personal and business transactions and information. Malicious software which can be introduced into individual computers and networks. Contact your supervisor, the Law Department, Internal udit or the Corporate Communications Department. You can discuss any questions or concerns that you have about Social Media with these resources. This policy is not intended to preclude or dissuade you from engaging in activities protected by state or federal law, including the National Labor Relations ct, such as discussing wages, benefits or terms and conditions of employment, including discussions regarding forming, joining or supporting labor unions, raising complaints about working conditions for your and your fellow employees mutual aid or protection or other legally protected activities. ENSURE CCURTE ND COMPLETE BUSINESS RECORDS BUSINESS RECORDS ND DISCLOSURES Business partners, government officials and the public need to be able to rely on the accuracy and completeness of our disclosures and business records. ccurate information is also essential within the Company so that we can make good decisions. Our books and records must be clear, complete and in compliance with accepted accounting rules and controls. This not only applies to our financial records, but also to our operational data such as circulation information, website hits, documentation on material technology and systems of the Company, and employee records. Employees with a role in financial or operational recording or reporting have a special responsibility in this area, but all of us contribute to the process of recording business results and maintaining records. Each of us is responsible for helping to ensure the information we record is accurate and complete and maintained in a manner that is consistent with our system of internal controls. MNGING OUR RECORDS Tribune Publishing has a records management policy and procedures to ensure that our books and records are maintained, stored and destroyed, when appropriate, in accordance with our business needs and in compliance with applicable regulations. Each of us is responsible for information and records under our control. We must be familiar with the recordkeeping procedures that apply to our jobs and we are accountable for the accuracy and truthfulness of the records we produce. It is also our responsibility to keep our records organized so that they can be located and retrieved when needed. Documents should only be destroyed in accordance with our Records and Information Management Policy, and never in response to or in anticipation of an investigation or audit. Contact your local Records Coordinator, the Law Department or Internal udit if there is any doubt about the appropriateness of record destruction. Create accounting and business records that accurately reflect the truth of the underlying event or transaction. Record transactions as prescribed by our system of internal controls. 13

16 ENSURE CCURTE ND COMPLETE BUSINESS RECORDS Write carefully and clearly in all your business communications, including s. Write with the understanding that someday they may become public documents. Sign only documents including contracts you have reviewed, are authorized to sign, and believe are accurate and truthful. Retain, protect and dispose of records according to our Records and Information Management Policy, which can be found on Triblink. Records subject to legal hold notices, document preservation requests or regulatory requirements may be subject to additional protections. Know all applicable Tribune Publishing policies if your job involves financial or operational recording or reporting. You also need to know all applicable requirements of third party reporting agencies, such as the lliance for udited Media, or government entities such as the Securities and Exchange Commission (SEC). Consult with Internal udit if you are uncertain about the validity of an entry or process. False claims on an expense report or time sheet. Inaccuracy, incompleteness and untruth when submitting quality or safety results. Sales which are recorded falsely or early. Do not understate or overstate known liabilities and assets, or defer recording items that should be expensed. Financial entries which are unclear or incomplete. Do not hide or disguise the true nature of any transaction. The maintaining of undisclosed or unrecorded funds, assets or liabilities. ny interference with the auditing of Tribune Publishing s financial records. ny suspicion you may have of the aforementioned conduct. If you suspect any of the above is happening, or you suspect any irregularity relating to the integrity of our records, you need to report it immediately to your supervisor, the Law Department or Internal udit. Contact the Law Department or Internal udit. You can discuss any questions or concerns you may have about our records management and disclosure processes or legal holds with these resources. See Tribune Publishing Company s Records and Information Management Policy and related documents located at Triblink. t the end of the last quarter reporting period, my supervisor asked me to record additional expenses even though I had not yet received the invoices from the supplier and the work has not yet started. I agreed to do it, mostly because I didn t think it really made a difference since we were all sure that the work would be completed in the next quarter. Now I wonder if I did the right thing. No, you did not. Costs must be recorded in the period in which they are incurred. The work was not started and the costs were not incurred by the date you recorded the transaction. It was therefore a misrepresentation and, depending on the circumstances, could amount to fraud. 14

17 HONOR OUR COMMITMENTS PROTECT OUR INFORMTION ND SSETS USING OUR RESOURCES S THEY WERE INTENDED We are entrusted with Company assets and are personally responsible for protecting them and using them with care. Company assets include funds, facilities, equipment, information systems, intellectual property, and proprietary and/or confidential information. Only use Tribune Publishing assets for legitimate business purposes. void any use of Company assets that might cause loss to the Company or damage to the assets. Protect and secure Company and customer information used in the course of your work, including data stored on information systems. Do not share passwords or allow other people, including friends and family, to use Tribune Publishing Company s resources. Do not engage in activities that degrade system performance or circumvent security measures. Do not attempt to access any data or programs that you are not authorized to view. Do not download, install, or run programs not identified as uthorized Software by the Company. Immediately tell your supervisor or someone from Human Resources or Internal udit or contact the Ethics and Compliance Hotline if you suspect any fraud or theft of company assets. Co-workers who are excessively protective of their computers (because they may be concerned that their misuse of their computers or other Tribune Publishing assets may be discovered by others). Company property that is not secured when not in use. Requests to share or disclose confidential information without proper confidentiality protections. Requests to share or disclose intellectual property of the Company without proper licensing or without compensation. Copying of the Company s software and removing it from Company facilities or installing it on unprotected third-party information systems. llowing others to borrow or use Tribune Publishing equipment without approval. Unknown individuals without proper credentials in our facilities. Excessive use of Tribune Publishing resources for personal purposes. Lax enforcement of electronic access control cards. Sharing of passwords. Contact your supervisor, Human Resources, the Law Department or Internal udit. You can discuss any questions or concerns you have about protecting Tribune Publishing assets with these resources. See Tribune Publishing Company s Information Systems cceptable Use Policy located on Triblink. SFEGURDING OUR INTELLECTUL PROPERTY Tribune Publishing s intellectual property is an important asset that must be protected. Some examples of intellectual property are: Business and marketing plans Company initiatives (existing, planned, proposed or developing) Customer lists Inventions and discoveries Trade secrets Methods, know-how and techniques 15

18 HONOR OUR COMMITMENTS PROTECT OUR INFORMTION ND SSETS CONTINUED Innovations and designs Systems, software and technology Works of authorship (e.g., video, text, photos, illustrations, and graphics) Brands Patents, trademarks and copyrights. s part of your employment with Tribune Publishing, you need to promptly disclose to Company management any inventions or other intellectual property that you create while you are employed by Tribune Publishing. If this occurs, you would also need to promptly assign this intellectual property to the Company or do anything else reasonably necessary to allow Tribune Publishing to secure the appropriate patents, copyrights or other forms of legal protection. If you suspect any theft, misuse, or improper disclosure of the Company s intellectual property, immediately tell your supervisor or someone from Human Resources, Internal udit or the Law Department. This policy is not intended to preclude or dissuade you from engaging in activities protected by state or federal law, including the National Labor Relations ct, such as discussing wages, benefits or terms and conditions of employment, including discussions regarding forming, joining or supporting labor unions, raising complaints about working conditions for your and your fellow employees mutual aid or protection or other legally protected activities. PROTECTING THE COMPNY S CONFIDENTIL INFORMTION One of our most valuable assets is information. Each of us must be vigilant and protect Tribune Publishing s confidential information. This means 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. It is expected that you will not share the Company s proprietary and/or confidential information with anyone outside the Company. Some common examples of what may be considered confidential information include business plans, trade secrets, knowhow, inventions and other information that might be useful to our competitors. The obligation to preserve Tribune Publishing s confidential information continues even after your employment ends. Use and disclose confidential information only for legitimate business purposes. Properly label confidential information to indicate how it should be handled, distributed and destroyed. Protect intellectual property and confidential information by sharing it only with authorized parties. Only store or communicate Company information using Tribune Publishing s information systems. Discussions of confidential information when others might be able to overhear what is being said for example on planes, elevators and when using mobile devices. The sending of confidential information to unattended addresses, fax machines or printers. Contact your supervisor, Human Resources, the Law Department or Internal udit. You can discuss any questions or concerns you have about confidential information with these resources. This policy is not intended to preclude or dissuade you from engaging in activities protected by state or federal law, including the National Labor Relations ct, such as discussing wages, benefits or terms and conditions of employment, including discussions regarding forming, joining or supporting labor unions, raising complaints about working conditions for your and your fellow employees mutual aid or protection or other legally protected activities. 16

19 HONOR OUR COMMITMENTS PROTECT OUR INFORMTION ND SSETS CONTINUED RESPECTING EMPLOYEE PRIVCY In recent years, individuals, companies and governments have grown increasingly concerned about the privacy and security of personal information. s a result, laws protecting personal information and how it may be collected, shared, and used are becoming more common. Many of us have access to personal information related to our colleagues and others. While protecting this information may now be a legal requirement, for us at Tribune Publishing, privacy has always been a matter of trust. Learn which types of information are given heightened protection by the law and Company policy (such as personally identifiable information, social security numbers, home addresses, telephone numbers, personal addresses, drivers license numbers, and bank account numbers) and protect them through appropriate means (such as encryption or other types of limited access). Protect the confidentiality of personal information of current and former colleagues, as well as job applicants, business partners and customers. Never share colleagues information outside the Company. Don t access, discuss or share confidential employee information unless there is a legitimate business reason to do so. Only share confidential employee information within the Company if you have made sure it will be appropriately protected. Immediately report to a manager any loss or inadvertent disclosure of employee information. Unintentional exposure of confidential information in public settings such as on phone calls or while working on your laptop. Missteps when sending personal information across borders or to third parties. Make sure that such transmissions are for legitimate business reasons and that they comply with local law. lso ensure that the recipient will safeguard the information. Contact your supervisor, Human Resources, the Law Department or Internal udit. You can discuss any questions or concerns you have about employee privacy and confidential information with these resources. 17

20 EXERCISE CORPORTE CITIZENSHIP FOLLOW THE LETTER ND SPIRIT OF THE LW PREVENTING NTI-COMPETITIVE BUSINESS PRCTICES We believe in free and open competition and never engage in improper practices that may limit competition and we never look to gain competitive advantages through unethical or illegal business practices, but rather through superior performance. We do not enter into agreements with competitors to engage in any anti-competitive behavior, including setting prices or dividing up customers, suppliers or markets. Never share the Company s competitively sensitive information with a competitor of the Company. Never share competitively sensitive information of business partners or other third parties with their competitors. Never take advantage of anyone through manipulation, abuse of privileged information, misrepresentation of facts, or any other intentionally unethical or illegal action. lso, anti-trust laws are complex and compliance requirements can vary depending on the circumstance, but in general, the following activities are red flags and should be avoided and reported to your supervisor or the Law Department: COLLUSION when companies secretly communicate or agree on how they will compete. This could include agreements or exchanges of information on pricing, terms, wages, or allocations of markets. BID-RIGGING when competitors or service providers manipulate bidding so that fair competition is limited. This may include comparing bids, agreeing to refrain from bidding or knowingly submitting noncompetitive bids. TYING when a company with market power forces customers to take products or services that they do not want or need. PREDTORY PRICING when a company with market power sells a product or service below cost so as to eliminate or harm a competitor, intending to recover the loss of revenue later by raising prices after the competitor has been eliminated or harmed. Temptations to engage in informal conversations with competitors about competitively sensitive information. conversation may be a breach of competition law whether it is formal or informal. The use or dissemination of non-public information about competitors from new hires or candidates for employment. Conversations with competitors that could be perceived as limiting competition. If such a conversation begins, leave the meeting immediately and report it to the Law Department. Improper support of competitors. While we often collaborate with competitors to improve our industry or to serve our communities, it s not acceptable to help our competitors increase their performance or their revenue in any way that might hurt ours. Contact your supervisor or the Law Department. You can discuss any questions or concerns you may have about anti-trust and anticompetitive business practices with these resources. I received sensitive pricing information from one of our competitors. What should I do? You should contact your supervisor or the Law Department without delay and before any further action is taken. It is important that from the moment we receive such information we demonstrate respect for anti-trust laws and we make clear that we expect others to do the same. This requires appropriate action that can only be decided on a case-to-case basis and may include sending a letter to the competitor. NEVER TRDE WHILE IN POSSESSION OF INSIDE INFORMTION Confidential information may not be used for personal benefit. Each of us is prohibited from trading securities or passing information on to others who then trade ( tipping ) on the basis of material information before it is made publicly available to ordinary investors. 18