Code of Business Conduct
You are Virgin Mobile USA, and Virgin Mobile USA is you. We’re building an
extraordinarily dynamic company, and it’s critical that we share a commitment to
fair, open business practices and a workplace free of discrimination of any kind.
Virgin Mobile USA expects each employee to maintain the highest standard of
Virgin Mobile USA, Inc. is committed to conducting its business with honesty
and integrity. The policies outlined in this Code are designed to ensure that the
Company’s employees and officers and directors act in accordance with not only the
letter but also the spirit of the laws and regulations that apply to our business.
Employees and directors who violate this Code will be subject to disciplinary action.
Any violations of laws, rules, regulations or this Code should be reported
immediately. The Company will not allow retaliation against an employee or
director for such a report made in good faith.
This Code is a statement of policies for individual and business conduct and
does not in any way constitute an employment contract or an assurance of
continued employment. Employees of the Company are employed at-will, except
when covered by an express, written employment agreement. This means that you
may choose to resign your employment at any time, for any reason or for no
reason at all. Similarly, the Company may choose to terminate your employment
at any time, for any legal reason or for no reason at all, but not for an unlawful
This Code, while not exhaustive, describes some of the areas in which
conflicts or challenges may arise.
Meeting Our Shared Obligations
Each of us is responsible for knowing and understanding the policies and
guidelines contained in the following pages. In many instances, the policies
referenced in this Code go beyond the requirements of law. You should also be
mindful of your obligations under the Agreement regarding Confidentiality,
Inventions, Competition and Solicitation. If you have questions, ask them; if you
have ethical concerns, raise them. Your supervisor, the Chief People Officer and
the General Counsel are available to answer your questions about the Code, to
provide guidance for the appropriate course of conduct in a particular situation, and
for you to report suspected misconduct. Our conduct should reflect the Company's
values, demonstrate ethical leadership, and promote a work environment that
upholds the Company's reputation for integrity, ethical conduct and trust.
II. RESPONSIBILITY TO VIRGIN MOBILE USA
Company employees, officers and directors are expected to dedicate their
best efforts to advancing the Company’s interests and to make decisions that affect
the Company based on the Company’s best interests, independent of outside
Compliance with Laws, Rules and Regulations
You are required to comply with all laws, rules and regulations that apply to
our business. It is the personal responsibility of each employee, officer and director
to adhere to the standards and restrictions imposed by those laws, rules and
regulations. If you have any questions about the applicability or meaning of a law,
rule or regulation, you should consult your supervisor or the Legal & Business
If a law conflicts with a policy in this Code, you must comply with the law. If
a local custom or policy conflicts with a policy in the Code, you must comply with
Conflicts of Interest
You should avoid situations where your personal interest could conflict with,
or even appear to conflict with, the interests of VMU. Service to the Company
should never be subordinated to personal gain or advantage. Conflicts of interest
should be avoided. You should perform your duties with the best interests of the
Company in mind, free from the influence of personal considerations and
A conflict of interest occurs when an individual’s private interest improperly
interferes with the interests of the Company. A conflict situation can arise when an
employee or director takes actions or has interests that may make it difficult to
perform his or her work for the Company objectively and effectively, or without
regard to personal interest. In particular, an employee, officer or director must
never use or attempt to use his or her position at the Company to obtain any
improper personal benefit, including loans or guarantees of obligations, for himself
or herself, for his or her family members, or for any other person, from any person
In the event that you are made aware of a material transaction or
relationship that gives rise to (or could reasonably be expected to give rise to) a
conflict of interest you should immediately notify your immediate supervisor in
writing. If your supervisor is involved in the matter or does not have sufficient
authority to address the conflict, you should notify the General Counsel or the Chief
Special rules apply to executive officers on the leadership team and directors
who engage in conduct that creates an actual, apparent or potential conflict of
interest. Before engaging in any such conduct, executive officers must make full
disclosure of all facts and circumstances to the General Counsel, who may,
depending on the circumstances, inform and seek the prior approval of the Board of
Directors. Before engaging in any such conduct, directors must make full disclosure
of all facts and circumstances to the full Board of Directors.
Although we cannot list every conceivable conflict, what follows are some
common examples of actual, apparent and potential conflicts of interest, and to
whom employees (other than executive officers, who are discussed in the
paragraph above) should make disclosures. If you are involved in a conflicts
situation that is not described below, you should discuss your particular situation
with your supervisor, the Chief People Officer or the General Counsel.
Employees, officers and directors are prohibited from taking for themselves
personally (or directing a third party) any opportunities that arise through the use
of corporate property, information or position and from using corporate property,
information or position for personal gain. Employees, officers and directors are
further prohibited from directly or indirectly competing with the Company.
Employees, officers and directors owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises.
Financial Interests in Other Businesses
You may not own or otherwise possess an interest in a company that
competes with the Company. That means you shouldn't have any ownership stake,
debt, personal contract or understanding with any person or entity that does or
wants to do business with the Company. You may not own or otherwise possess an
interest in a company that does business with the Company (such as a Company
supplier) without the prior written approval of the Chief People Officer or the
General Counsel. However, it is not typically considered a conflict of interest (and
therefore, prior approval is not required) to have an interest of less than one-half of
1% of the outstanding shares of a publicly traded company. If your work brings
you into contact with a business in which you or a member of your family has an
interest, or with a business employing a relative or close friend, notify the Chief
People Officer or the General Counsel. The transaction may not be completed
unless properly authorized after full disclosure of the relationship.
Business Arrangements with the Company
Without prior written approval from the Chief Executive Officer, you may not
participate in a joint venture, partnership or other business arrangement with the
Outside Employment or Activities with a Competitor
Simultaneous employment with or serving as a director of a competitor of the
Company is strictly prohibited, as is any activity that is intended to or that you
should reasonably expect to advance a competitor’s interests. You may not market
products or services in competition with the Company's current or potential
business activities. It is your responsibility to consult with the Chief People Officer
or the General Counsel to determine whether a planned activity will compete with
any of the Company's business activities before you pursue the activity in question.
Outside Employment with a Supplier
Without prior written approval from the Chief People Officer or the General
Counsel, you may not be a supplier or be employed by, serve as a director of or
represent a supplier to the Company. Nor may you accept money or benefits of
any kind as compensation or payment for any advice or services that you may
provide to a client, supplier or anyone else in connection with its business with the
Charitable, Government and Other Outside Activities
The Company encourages all employees to participate in projects and causes
that further the welfare of our local communities. However, you must obtain the
prior written approval of the Chief People Officer before serving as a director or
trustee of a charitable or governmental organization that addresses, directly or
indirectly, the telecommunication industry or before running for election or seeking
appointment to any government-related position.
Family Members Working in the Industry
You may find yourself in a situation where your spouse or significant other,
your children, parents, or in-laws, or someone else with whom you have a close
familial relationship is a competitor or supplier of the Company or is employed by
one. Such situations are not prohibited, but they call for extra sensitivity to
security, confidentiality and conflicts of interest.
There are several factors to consider in assessing such a situation. Among
them: the relationship between the Company and the other company; the nature
of your responsibilities as a Company employee and those of the other person; and
the access each of you has to your respective employer's confidential information.
Such a situation, however harmless it may appear to you, could arouse suspicions
among your associates that might affect your working relationships. The very
appearance of a conflict of interest can create problems, regardless of the propriety
of your behavior.
To remove any such doubts or suspicions, you must disclose your specific
situation to the Chief People Officer or the General Counsel to assess the nature
and extent of any concern and how it can be resolved. In some instances, any risk
to the Company's interests is sufficiently remote that the Chief People Officer or the
General Counsel may only remind you to guard against inadvertently disclosing
Company confidential information and not to be involved in decisions on behalf of
the Company that involve the other company.
Trading Securities and the Use of Inside Information
You are prohibited by Company policy and the law from buying or selling
securities while in possession of "material non-public information." If you are
aware of any material fact about VMU or its current or prospective business
partners which has not been disclosed to the public – commonly known as “insider
information” – you may not engage in any transaction in the stock of such partner
until such information is disclosed to the public. Passing such information on to
someone who may buy or sell securities – known as "tipping" – is also illegal.
Information is “material” if (a) there is a substantial likelihood that a
reasonable investor would find the information "important" in determining whether
to trade in a security; or (b) the information, if made public, likely would affect the
market price of a company's securities. Examples of types of material information
include unannounced dividends, earnings, financial results, new or lost contracts or
products, sales results, important personnel changes, business plans, possible
mergers, acquisitions, divestitures or joint ventures, important litigation
developments, and important regulatory, judicial or legislative actions. Information
may be material even if it relates to future, speculative or contingent events and
even if it is significant only when considered in combination with publicly available
Information is considered to be nonpublic unless it has been adequately
disclosed to the public, which means that the information must be publicly
disclosed, and adequate time must have passed for the securities markets to digest
the information. Examples of adequate disclosure include public filings with
securities regulatory authorities and the issuance of press releases, and may also
include meetings with members of the press and the public. A delay of one or two
business days is generally considered a sufficient period for routine information to
be absorbed by the market. Nevertheless, a longer period of delay might be
considered appropriate in more complex disclosures.
Do not disclose material nonpublic information to anyone, including coworkers,
unless the person receiving the information has a legitimate need to know
the information for purposes of carrying out the Company's business. If you leave
the Company, you must maintain the confidentiality of such information until it has
been adequately disclosed to the public by the Company. If there is any question
as to whether information regarding the Company or another company with which
we have dealings is material or has been adequately disclosed to the public, contact
the Legal & Business Affairs group.
VMU discourages you from engaging in trading activity of a speculative
nature involving the securities of the Company’s business partners, and you must
never share insider information with anyone. You are prohibited from buying or
selling the Company’s securities until the insider information in your possession
becomes publicly known. Short-term investment activity in the Company’s
securities, such as trading in or writing options, arbitrage trading or “day trading,”
and short-selling of the Company’s securities are not appropriate under any
circumstances and accordingly are prohibited.
In addition to the foregoing, Directors, Executive Officers and certain other
VMU employees are subject to specific rules and procedures in the event they trade
in VMU securities. Copies of these rules and procedures are provided by VMU to
Directors, Executive Officers and other affected employees with this Code.
If you have any questions regarding the purchase or sale of any security,
contact the General Counsel or the Chief Financial Officer.
Protection and Proper Use of Company Assets
We all work much too hard for us to waste Company resources, so protect
the Company’s assets and ensure their efficient use. Theft, carelessness and waste
have a direct impact on our profitability. Employees and directors have a duty to
safeguard Company assets and ensure their efficient use. Company assets should
be used only for legitimate business purposes and employees and directors should
take measures to ensure against their theft, damage, or misuse. You should report
any suspicion of fraud or theft to the General Counsel or your supervisor.
Company assets include intellectual property such as trade secrets, patents
trademarks, copyrights, business and marketing plans, designs, databases, records,
customer data, salary information and any unpublished financial data and reports.
Unauthorized use or distribution of such information is a violation of Company
policy and it may also be illegal and could result in civil or criminal penalties.
Entertainment, Gifts and Gratuities
Receipt of Gifts and Entertainment
Even when gifts and entertainment are exchanged out of pure motives of
friendship, they may be misunderstood. They can appear to be attempts to bribe
you into directing business to a particular supplier. To avoid both the reality and
the appearance of improper relations with suppliers or potential suppliers, you must
adhere to the following standards regarding gifts and entertainment.
When you are involved in making business decisions on behalf of the
Company, your decisions must be based on uncompromised, objective judgment.
Employees interacting with any person who has business dealings with the
Company (including suppliers, competitors, contractors and consultants) must
conduct such activities in the best interest of the Company, using consistent and
unbiased standards. We must never accept gifts or other benefits if our business
judgment or decisions could be affected.
You must never ask for gifts or any other business courtesies from people
doing business with the Company. Gifts of cash or cash equivalents (including gift
certificates, securities, below-market loans, etc.) in any amount are prohibited and
must be returned promptly to the donor. Unsolicited nonmoney gifts are
permissible if they have no intrinsic value, they are advertising and promotional
materials, clearly marked with the company or brand names, or are gifts of
entertainment consistent with the following paragraph. Any gift of more than
nominal intrinsic value must be reported to the General Counsel or Chief People
Officer to determine whether it can be accepted.
From time to time you may accept unsolicited entertainment, but only if the
entertainment occurs infrequently, it arises out of the ordinary course of business,
it involves nominal rather than lavish expenditures and the entertainment takes
place in settings that are appropriate. Entertainment includes, but is not limited to,
activities such as dinner parties, theater parties and sporting events.
Gifts that are more than nominal intrinsic value and gifts involving travel
should not be accepted without the prior written approval of your supervisor, the
Chief People Officer or the General Counsel.
Offering Gifts and Entertainment
When you are providing a gift, entertainment or other accommodation in
connection with Company business, you must do so in a manner that is in good
taste and without excessive expense. You may not furnish or offer to furnish any
gift that is of more than token value or that goes beyond the common courtesies
associated with accepted business practices. You should follow the above
guidelines for receiving gifts in determining when it is appropriate to give gifts and
when prior written approval from your supervisor or the Chief People Officer is
Our suppliers likely have gift and entertainment policies of their own. You
must be careful never to provide a gift or entertainment that violates the other
company's gift and entertainment policy.
What is acceptable in the commercial business environment may be entirely
unacceptable in dealings with the government. There are strict laws that govern
providing gifts, including meals, entertainment, transportation and lodging, to
government officials and employees. You are prohibited from providing gifts or
anything of value to government officials or employees or members of their families
in connection with Company business without first obtaining prior written approval
from the Chief People Officer or the General Counsel. For more information, see
the section of this Code entitled "Dealing with Public Officials."
Giving or receiving any payment or gift in the nature of a bribe, gratuity, or
kickback is absolutely prohibited.
III. FAIR DEALING
The Company depends on its reputation for quality, service and integrity.
The way we deal with our customers, competitors and suppliers molds our
reputation, builds long term trust and ultimately determines our success. Each
employee, officer and director should endeavor to deal fairly with the Company's
customers, suppliers, competitors and employees. We must never take unfair
advantage of others through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair dealing
While the Company competes vigorously in all of its business activities, its
efforts in the marketplace must be conducted in accordance with all applicable
antitrust and competition laws. While it is impossible to describe antitrust and
competition laws fully in any code of business conduct, this Code will give you an
overview of the types of conduct that are particularly likely to raise antitrust
concerns. If you are or become engaged in activities similar to those identified in
this Code, you should consult the Legal & Business Affairs group for further
Conspiracies and Collaborations among Competitors
One of the primary goals of the antitrust laws is to promote and preserve
each competitor's independence when making decisions on price, output, and other
competitively sensitive factors. Some of the most serious antitrust offenses are
agreements between competitors that limit independent judgment and restrain
trade, such as agreements to fix prices, restrict output or control the quality of
products, or to divide a market for customers, territories, products or purchases.
You should not agree with any competitor on any of these topics, as these
agreements are virtually always unlawful. (In other words, no excuse will absolve
you or the Company of liability.)
Unlawful agreements need not take the form of a written contract or even
express commitments or mutual assurances. Courts can—and do—infer
agreements based on "loose talk," informal discussions, or the mere exchange
between competitors of information from which pricing or other collusion could
result. Any communication with a competitor's representative, no matter how
innocuous it may seem at the time, may later be subject to legal scrutiny and form
the basis for accusations of improper or illegal conduct. You should take care to
avoid involving yourself in situations from which an unlawful agreement could be
By bringing competitors together, trade associations and standard-setting
organizations can raise antitrust concerns, even though such groups serve many
legitimate goals. The exchange of sensitive information with competitors regarding
topics such as prices, profit margins, output levels, or billing or advertising
practices can potentially violate antitrust and competition laws, as can creating a
standard with the purpose and effect of harming competition. You must notify the
Legal & Business Affairs group before joining any trade associations or standardsetting
organizations. Further, if you are attending a meeting at which potentially
competitively sensitive topics are discussed without oversight by an antitrust
lawyer, you should object, leave the meeting, and notify the Legal & Business
Affairs group immediately.
Joint ventures with competitors are not illegal under applicable antitrust and
competition laws. However, like trade associations, joint ventures present potential
antitrust concerns. Consult with the Legal & Business Affairs group before
negotiating or entering into such a venture. Note that joint ventures require the
approval of the Board of Directors.
Relationships with customers and suppliers can also be subject to a number
of antitrust prohibitions if these relationships harm competition. For example, it
can be illegal for a company to affect competition by agreeing with a supplier to
limit that supplier's sales to any of the company's competitors. Collective refusals
to deal with a competitor, supplier or customer may be unlawful as well. While a
company generally is allowed to decide independently that it does not wish to buy
from or sell to a particular person, when such a decision is reached jointly with
others, it may be unlawful, regardless of whether it seems commercially
reasonable. Finally, it is always unlawful to restrict a customer's re-selling activity
through agreements to set minimum resale prices (for example, by prohibiting
discounts). Conversely, the Company's Co-Operative Marketing Program, including
the Company's Minimum Advertised Price policy ("MAP") are not bilateral
agreements that establish minimum resale prices for our customers. The
Company's MAP policy establishes only minimum advertising prices for advertising
reimbursement under the Company's Co-Operative Marketing Program. Thus,
retailers remain absolutely free to set actual resale prices for any Virgin Mobile
Other activities that may raise antitrust concerns are:
- discriminating in terms and services offered to customers where a
company treats one customer or group of customers differently than
- exclusive dealing agreements where a company requires a customer
to buy from or a supplier to sell to only that company;
- tying arrangements where a customer or supplier is required, as a
condition of purchasing one product, also to purchase a second,
distinct product; and
- “predatory pricing”, where a company offers a discount that results
in the sales price of a product being below the product’s cost (the
definition of cost varies depending on the court), with the intention of
sustaining that price long enough to drive competitors out of the
Because these activities are prohibited under many circumstances, you
should consult the Legal & Business Affairs group before implementing any of them.
Failure to comply with the antitrust laws could result in jail terms for
individuals and large criminal fines and other monetary penalties for both the
Company and individuals. In addition, private parties may bring civil suits to
recover three times their actual damages, plus attorney's fees and court costs.
The antitrust laws are extremely complex. Because antitrust lawsuits can be
very costly, even when a company has not violated the antitrust laws and is cleared
in the end, it is important to consult with the Legal & Business Affairs group before
engaging in any conduct that even appears to create the basis for an allegation of
wrongdoing. It is far easier to structure your conduct to avoid erroneous
impressions than to have to explain your conduct in the future when an antitrust
investigation or action is in progress. For that reason, when in doubt, consult the
Legal & Business Affairs group with your concerns.
Gathering Information about the Company's Competitors
It is entirely proper for us to gather information about our marketplace,
including information about our competitors and their products and services.
However, there are limits to the ways that information should be acquired and
used, especially information about competitors. In gathering competitive
information, you should abide by the following guidelines:
- We may gather information about our competitors from sources such
as published articles, advertisements, brochures, other nonproprietary
materials, surveys by consultants and conversations with
our customers, as long as those conversations are not likely to
suggest that we are attempting to (a) conspire with our competitors,
using the customer as a messenger, or (b) gather information in
breach of a client's nondisclosure agreement with a competitor or
through other wrongful means. You should be able to identify the
source of any information about competitors.
- We must never attempt to acquire a competitor's trade secrets or
other proprietary information through unlawful means, such as theft,
spying, bribery or breach of a competitor's nondisclosure agreement.
- If there is any indication that information that you obtain was not
lawfully received by the party in possession, you should refuse to
accept it. If you receive any competitive information anonymously or
that is marked confidential, you should not review it and should
contact the Legal & Business Affairs group immediately.
The improper gathering or use of competitive information could subject you
and the Company to criminal and civil liability. When in doubt as to whether a
source of information is proper, you should contact the Legal & Business Affairs
In the course of its business, the Company produces and receives large
numbers of records. Numerous laws require the retention of certain Company
records for various periods of time. The Company is committed to compliance with
all applicable laws and regulations relating to the preservation of records. Under no
circumstances are Company records to be destroyed selectively or to be maintained
outside Company premises, except in those instances where Company records may
be temporarily brought home by employees working from home in accordance with
approvals from their supervisors or applicable policies about working from home or
other remote locations.
If you learn of a subpoena or a pending or contemplated litigation or
government investigation, you should immediately contact the General Counsel.
You must retain and preserve ALL records that may be responsive to the subpoena
or relevant to the litigation or that may pertain to the investigation until you are
advised by the Legal & Business Affairs group as to how to proceed. You must also
affirmatively preserve from destruction all relevant records that without
intervention would automatically be destroyed or erased (such as e-mails and
voicemail messages). Destruction of such records, even if inadvertent, could
seriously prejudice the Company. If you have any questions regarding whether a
particular record pertains to a pending or contemplated investigation or litigation or
may be responsive to a subpoena or regarding how to preserve particular types of
records, you should preserve the records in question and ask the Legal & Business
Affairs group for advice.
Trademarks, Copyrights and Other Intellectual Property
The Virgin Mobile name and logo are used under license from Virgin
Enterprises Ltd. In addition, the Company has registered an array of trademarks
for use in connection with services and advertisements. You must always properly
use our trademarks and advise your supervisor or the Legal & Business Affairs
group of infringements by others. Similarly, the trademarks of third parties must
be used properly.
Works of authorship such as books, articles, drawings, computer software
and other such materials may be covered by copyright laws. It is a violation of
those laws and of the Company's policies to make unauthorized copies of or
derivative works based upon copyrighted materials. The absence of a copyright
notice does not necessarily mean that the materials are not copyrighted.
The Company licenses the use of much of its computer software from outside
companies. In most instances, this computer software is protected by copyright.
You may not make, acquire or use unauthorized copies of computer software. Any
questions concerning copyright laws should be directed to the Legal & Business
Affairs group or your supervisor.
Intellectual Property Rights of Others
It is Company policy not to infringe upon the intellectual property rights of
others. When using the name, trademarks, logos or printed materials of another
company, including any such uses on the Company's websites, you must do so
properly and in accordance with applicable law.
Computer and Communication Resources
The Company’s computing and communication resources, including
computers, voicemail and e-mail, provide substantial benefits, but they also present
significant security and liability risks to the employee and the Company. It is
extremely important that you take all the necessary measures to secure their
computer and any computer or voicemail related passwords. All sensitive,
confidential or restricted electronic information must be password protected. If you
have any reason to believe that their password or the security of a Company
computer or communication resource has in any manner been compromised, it is
your responsibility to change your password immediately and report the incident to
the Director of Corporate Security.
When using Company resources to send e-mail, voicemail or to access
Internet services, you are acting as a representative of the Company. Any
improper use of these resources may reflect poorly on the Company, damage the
Company’s reputation, and expose both you and Virgin Mobile to legal liabilities.
All of the computing resources used to provide computer and network
connections throughout the organization are the property of the Company and are
intended for use by Company employees to conduct business on behalf of the
Company. All e-mail, voicemail and any other data or personal files stored on
Company computers are the property of Virgin Mobile. You should have no
expectation of personal privacy in connection with these resources. The Company
may, from time to time and, at its sole discretion, monitor or review any files stored
or transmitted on its computer and communication resources, including e-mail
messages, for compliance with Company policy. Incidental and occasional personal
use of electronic mail and telephones is permitted, but such use should be
minimized and the length of the messages should be kept as short as possible, as
these messages decrease productivity and claim resources.
You should not use Company property and resources in a way that may be
unlawful, disruptive or offensive to others. Do not transmit comments, language,
images or other files that you would be embarrassed to have read by any person.
Remember that your "private" e-mail messages are easily forwarded to a wider
audience. You may not forward e-mail to personal Web-based email accounts.
Use of computer and communication resources must be consistent with all
other Company policies, including those relating to security, harassment, privacy,
copyright, trademark, trade secret and other intellectual property considerations.
You may not download or save any personal or account information about
customers to a laptop computer.
For more information, please see the Company’s Security Policy.
Employee Personal Web Sites or Blogs
If you establish World Wide Web sites, blogs or other personal online sites or
services, you may not hyperlink or otherwise associate such sites or services with
the Company in any way, including through explicit statements or through World
Wide Web links to any Company Web sites. You may state that you are employed
by the Company, but you must state that you are running the Web site in a
personal capacity and not as an agent of Virgin Mobile. You are also reminded of
your obligations to the Company regarding restrictions on confidentiality,
employment and business pursuits outside of the Company, which are described in
the sections of this Code entitled “Confidential Information,” “Trading Securities and
the Use of Inside Information” and "Conflicts of Interests." You may not make any
statements regarding wireless telecommunications in general because it may be
difficult to discern whether you received that information in connection with your
employment and, if so, whether it is confidential.
Dealing with Suppliers
The Company is a valuable customer for many suppliers of goods, services
and facilities. People who want to do business, or to continue to do business, with
VMU must understand that all purchases will be made exclusively on the basis of
price, quality, service and suitability. All payments of any sort to suppliers must be
properly documented and approved, and the effect of such payments must be
consistent with the stated business purpose – which means, for example, that VMU
can’t overpay for any item the purchase of which is otherwise legitimate.
All purchases must be made consistent with the Company’s Purchasing and
Agreements Policy, which, among other things, require that purchases over
$50,000 be approved by the Chief Financial Officer. More valuable transactions,
and any transaction with either Sprint or Virgin, may require approval of the
Company’s Board. If you buy goods or services on behalf of VMU, please review
the Company’s Purchasing and Agreements Policy Regarding, with particular
attention to Section VI.
Suppliers of goods and services to VMU must not be asked, explicitly or
implicitly, to buy goods and services from the Company in return for being selected
or continuing to serve as a supplier. Reciprocity hinders VMU’s ability to purchase
the best materials or services at the lowest prices.
“Kickbacks” and Rebates
The Company’s purchase and sale of goods and services must not lead to
personal favors, payments or rebates to you. Decisions you make on behalf of VMU
must not benefit you personally in any way other than increasing the value and
competitiveness of your employer. A sound purchasing decision is one that benefits
Gifts and Entertainment
To avoid both the reality and the appearance of improper relations with
suppliers or potential suppliers, you must adhere to the standards regarding gifts
and entertainment discussed in the section of this Code entitled "Entertainment,
Gifts and Gratuities."
Dealings with Current and Potential Customers and Partners
You must be fair, open and equitable in all your dealings with current and
potential customers and partners. VMU’s success is based on the quality,
innovation and value of its products and services. The Company does not give
unethical or illegal rebates, kickbacks, under-the-table payments, payments in
excess of the actual value of the transaction – or other similar improper favors to
any person or entity, even if the purpose of the payment is to benefit VMU.
We like to have a good time, and you can go out with business partners, but
entertainment must fit regular business practices, and the place and type of
entertainment and the money spent must be reasonable and appropriate. To avoid
both the reality and the appearance of improper relations with customers and
partners, you must adhere to the standards regarding gifts and entertainment
discussed in the section of this Code entitled "Entertainment, Gifts and Gratuities."
Records and Financial Reports
The integrity of the Company’s record keeping systems must be respected at
all times. You must complete all Company documents accurately, truthfully, and in
a timely manner, including all travel and expense reports. Employees are forbidden
to use, authorize, or condone the use of “off the books” bookkeeping, secret
accounts, unrecorded bank accounts, “slush” funds, falsified books, or any other
devices that could be utilized to distort records or reports of the Company’s true
operating results and financial conditions or could otherwise result in the improper
recordation of funds or transactions. You must record the Company's financial
activities in compliance with all applicable legal requirements and with the
Company’s system of internal controls. The making of false or misleading entries,
records, or documentation is strictly prohibited. All reports and filings required by
any government agency, including the Federal Communications Commission, the
Securities & Exchange Commission, the Internal Revenue Service or other taxing
authority, must be prepared accurately and filed promptly.
All employees, officers and directors may learn, to a greater or lesser degree,
facts about the Company's business, plans, operations or “secrets of success” that
are not known to the general public or to competitors. Sensitive information such
as customer data, the terms offered or prices charged to particular customers,
marketing or strategic plans, product specifications and production techniques are
examples of the Company's confidential information or trade secrets. Confidential
information includes all non-public information that might be of use to competitors,
or harmful to the Company or its customers, if disclosed. During the course of
performing your responsibilities, you may obtain information concerning possible
transactions with other companies or receive confidential information concerning
other companies, which the Company may be under an obligation to maintain as
Employees must not, without both proper authority and under the protection
of a written nondisclosure agreement between the Company and the party to whom
the information is provided, give or release any confidential information to anyone
who is not an employee, officer or director of the Company. Employees who
possess or have access to confidential information or trade secrets must:
- Not use the information for their own benefit or the benefit of
persons inside or outside of the Company.
- Carefully guard against disclosure of that information to people
outside the Company. For example, you should not discuss such
matters with family members or business or social acquaintances or
in places where the information may be overheard, such as taxis,
public transportation, elevators or restaurants.
- Not disclose confidential information to another Company employee
unless the employee needs the information to carry out business
Employees, officers and directors must maintain the confidentiality of
information entrusted to them by the Company or its associates, except when
disclosure is authorized or legally mandated. This obligation to treat information as
confidential does not end when you leave the Company. Upon the termination of
your employment, you must return everything that belongs to the Company,
including all documents and other materials containing Company and customer
confidential information. You must not disclose confidential information to a new
employer or to others after ceasing to be a Company employee.
You may not disclose your previous employer's confidential information to
the Company. Of course, you may use general skills and knowledge acquired
during your previous employment. Your obligations regarding confidential
information are set forth more fully in the Agreement regarding Confidentiality,
Inventions, Competition and Solicitation between you and the Company. The
Company’s policy regarding security procedures is set forth in the Security Policy.
Any questions that you have about whether information is confidential should
be directed to the Company’s General Counsel.
Federal law requires that the Company establish policies and procedures to
protect and prevent the unwarranted disclosure of certain customer-sensitive
information. Specifically, pursuant to Section 222 of the Communications Act of
1934, VMU must protect so-called Customer Proprietary Network Information
("CPNI") which includes any information that relates to a customer’s use of VMU's
services, including the quantity, technical configuration, type, destination, location,
and amount of the customer's usage that VMU obtains by means of the carriercustomer
relationship. You may not download or save any customer information on
any laptop computer.
In specific circumstances, VMU must disclose certain customer-sensitive
information and documentation (including certain forms of CPNI) to requesting law
enforcement agencies and other non-governmental entities or individuals. Under
Section 2703 of the Electronic Communications Privacy Act and Section 222 of the
Communications Act, however, VMU only may disclose this customer-sensitive
information pursuant to proper documentation and authorization.
Any disclosure of customer information must be consistent with the
Company’s Policy regarding Requests for Customer Information.
Contact with the Press and Others; Public Speaking Engagements
Only the Chief Executive Officer, the Chief Financial Officer and the Chief
Marketing Officer may make statements as a Company representative or about
Company business to the press, securities analysts, other members of the financial
community, groups, organizations or the public. You should refer any request
about the Company from the press, media, the financial community, or the public
to one of these officers, or to the Director of Public Relations, regardless of whether
the request is for a statement for attribution. In certain cases, with the prior
consent of the Chief Executive Officer, the Chief Marketing Officer or the Director of
Public Relations, you may be permitted to make a statement or grant an interview
with the press.
All invitations to address a public body, conference, panel or industry
association in your capacity as an employee of VMU, or on any topic relating to the
Company’s business, must be approved by the Chief Executive Officer, the Chief
Marketing Officer or the Director of Public Relations prior to accepting such
invitation and participating in the event.
IV. INTERACTING WITH GOVERNMENT
Prohibition on Gifts to Government Officials and Employees
Different governments have different laws restricting gifts, including meals,
entertainment, transportation and lodging, that may be provided to government
officials and government employees. You are prohibited from providing gifts, meals
or anything of value to government officials or employees or members of their
families in connection with Company business without prior written approval from
the General Counsel. Illegal payments to government officials of any country are
strictly prohibited and may result in civil or criminal liability in the United States.
Political Contributions and Activities
Laws of certain jurisdictions prohibit the use of Company funds, assets,
services, or facilities on behalf of a political party or candidate. Payments of
corporate funds to any political party, candidate or campaign may be made only if
permitted under applicable law and approved in writing and in advance by the Chief
Your work time may be considered the equivalent of a contribution by the
Company. Therefore, unless required by applicable law, you will not be paid by the
Company for any time spent running for public office, serving as an elected official,
or campaigning for a political candidate. Nor will the Company compensate or
reimburse you, in any form, for a political contribution that you intend to make or
V. RESPONSIBILITY TO OUR PEOPLE
Respecting One Another
The way we treat each other and our work environment affects the way we
do our jobs. All employees want and deserve a work place where they are
respected and appreciated. Everyone who works for the Company must contribute
to the creation and maintenance of such an environment, and supervisors and
managers have a special responsibility to foster a workplace that supports honesty,
integrity, respect and trust.
We respect the privacy and dignity of all individuals. The Company collects
and maintains personal information that relates to your employment, including
medical and benefit information. Special care is taken to limit access to personal
information to Company personnel with a need to know such information for a
legitimate purpose. Employees who are responsible for maintaining personal
information and those who are provided access to such information must not
disclose private information in violation of applicable law or in violation of the
Employees should not search for or retrieve items from another employee's
workspace without prior approval of that employee or management. Similarly, you
should not use communication or information systems to obtain access to
information directed to or created by others without the prior approval of
management, unless such access is part of your job function and responsibilities at
Personal items, messages, or information that you consider to be private
should not be placed or kept in telephone systems, computer or electronic mail
systems, office systems, offices, work spaces, desks, credenzas, or file cabinets.
The Company reserves all rights, to the fullest extent permitted by law, to inspect
such systems and areas and to retrieve information or property from them when
deemed appropriate in the judgment of management.
Equal Employment Opportunity
The Company supports equal opportunity for all individuals to develop their
skills and reach their full potential. VMU will maintain a work environment free of
discriminatory practice of any kind, and the Company will not tolerate any
discrimination against anyone for any unlawful reason including race, color, religion,
sex (with or without sexual conduct) (including gender identity), sexual orientation,
pregnancy, age, national origin, ancestry, nationality, citizenship, mental or
physical disability, medical condition (including genetic characteristics), marital
status, domestic partnership status, service in the armed forces, veteran's status
(“Protected Status”). You will be treated with equality in all matters, including
upgrading, promotion, transfer, layoff, termination, rates of pay, selection for
training and recruitment and any other condition of employment. VMU will make a
reasonable accommodation for anyone with a known or perceived disability who is
otherwise qualified, unless doing so would impose an undue hardship on the
Company. If you have any concern about VMU’s compliance with or commitment to
this principle, or the actions of any employee that appear to violate this principle,
contact the General Counsel or the Chief People Officer.
For more information, please review the Company’s Statement regarding
Equal Employment Opportunity, its Non-Discrimination and Anti-Harassment Policy
and Complaint Procedure, and its Policy Against Discrimination on the Basis of
Sexual and Other Forms of Harassment
Company policy strictly prohibits any form of harassment in the workplace,
including sexual harassment. The Company will take prompt and appropriate
action to prevent and, where necessary, discipline behavior that violates this policy
up to and including discharge.
Sexual harassment consists of unwelcome sexual advances, requests for
sexual favors and other verbal or physical conduct of a sexual nature when:
- submission to such conduct is made a term or condition of
- submission to or rejection of such conduct is used as a basis for
employment decisions; or
- such conduct has the purpose or effect of unreasonably interfering
with an individual's work performance or creating an intimidating,
offensive or hostile work environment.
Forms of sexual harassment include, but are not limited to, the following:
- verbal harassment, such as unwelcome comments, jokes, or slurs of
a sexual nature;
- physical harassment, such as unnecessary or offensive touching, or
impeding or blocking movement; and
- visual harassment, such as derogatory or offensive posters, cards,
cartoons, graffiti, drawings or gestures.
Other Forms of Harassment
Harassment on the basis of any other Protected Status is also strictly
prohibited. Under this policy, harassment is verbal or physical conduct that
degrades or shows hostility or hatred toward an individual because of his or her
Protected Status, and that
- has the purpose or effect of creating an intimidating, hostile, or
offensive work environment;
- has the purpose or effect of unreasonably interfering with an
individual's work performance; or
- otherwise adversely affects an individual’s employment.
Harassing conduct includes, but is not limited to, the following: epithets;
slurs; negative stereotyping; threatening, intimidating or hostile acts; and written
or graphic material that ridicules or shows hostility or aversion to an individual or
group and that is posted on Company premises or circulated in the workplace.
Reporting Responsibilities and Procedures
If you believe that you have been subjected to harassment of any kind, you
should promptly report the incident to your immediate supervisor, another
supervisor, the Chief People Officer, any member of the Human Resources
Department or the Chief Executive Officer. Complaints of harassment, abuse or
discrimination will be investigated promptly and thoroughly and will be kept
confidential to the extent reasonably possible. The Company will not in any way
retaliate against any employee for making a good faith complaint or report of
harassment or participating in the investigation of such a complaint or report.
The Company encourages the prompt reporting of all incidents of
harassment, regardless of who the offender may be, or the offender's relationship
to the Company. This procedure should also be followed if you believe that a nonemployee
with whom you are required or expected to work has engaged in
prohibited conduct. Supervisors must promptly report all complaints of harassment
to the Chief People Officer or the General Counsel.
Any employee who is found to be responsible for harassment, or for
retaliating against any individual for reporting a claim of harassment or cooperating
in an investigation, will be subject to disciplinary action, up to and including
The Company expects employees to interact with each other in a professional
and respectful manner.
For more information, please review the Company’s Non-Discrimination and
Anti-Harassment Policy and Complaint Procedure.
Health, Safety and Environmental Protection
VMU is committed to your health and safety and to the state of the
environment. There are federal, provincial, state and local workplace safety and
environmental laws that regulate both physical safety and exposure to conditions in
the workplace. You are responsible for maintaining our facilities free from
recognized hazards and obeying Company safety rules. Working conditions should
be maintained in a clean and orderly state to encourage efficient operations and
promote good safety practices. Should you be faced with an environmental health
issue or have a concern about workplace safety, you should contact the General
Counsel or the Chief People Officer.
Violence and threatening behavior are not permitted. Directors, officers and
employees should report to work in condition to perform their duties, free from the
influence of illegal drugs or alcohol. Use of illegal drugs in the workplace will not be
VI. IMPLEMENTATION OF THE CODE
No code of business conduct and ethics can replace the thoughtful behavior
of an ethical employee or director or provide definitive answers to all questions.
Since it is impossible to forsee and specifically plan against every possibility, certain
policies and procedures have been put in place to help you respond to issues,
questions or problems as they arise. The Company has a number of resources,
people and processes in place to answer our questions and guide us through
Copies of this Code are available from the Chief People Officer and the
General Counsel. A statement of compliance with the Code of Business Conduct
and Ethics must be signed by all officers, directors and employees on an annual
This Code cannot provide definitive answers to all questions. If you have
questions regarding any of the policies discussed in this Code or if you are in doubt
about the best course of action in a particular situation, you should seek guidance
from your supervisor, the Chief People Officer or the General Counsel or the other
resources identified in this Code.
If you know of or suspect a violation of applicable laws or regulations, this
Code, or the Company's related policies, you must immediately report that
information to your supervisor, the Chief People Officer, the General Counsel or
through an anonymous tipline, which you can call at (866) 759-7875. The
Company also maintains a website, administered by an independent, third-party
provider, through which anonymous reports may be submitted
(http://www.openboard.info/vm/). All reports made via the tipline and/or website
will be communicated by the third-party provider on a strictly anonymous,
No one will be subject to retaliation because of a good faith report of
suspected misconduct. Retaliation in any form against any individual who reports a
violation of this Code or of any law in good faith, even if the report is mistaken, or
who assists in the investigation of a reported violation, is itself a serious violation of
this policy. Acts of retaliation must be reported immediately and will be disciplined
Reports regarding Accounting Matters
The Company is committed to compliance with applicable securities laws,
rules, and regulations, accounting standards and internal accounting controls. You
are expected to report any complaints or concerns regarding accounting, internal
accounting controls and auditing matters (“Accounting Matters”) promptly. Reports
may be made to the General Counsel or Chief People Officer in person, by
telephone or in writing, and may be made anonymously. All reports will be treated
confidentially to the extent reasonably possible. No one will be subject to
retaliation because of a good faith report of a complaint or concern regarding
Investigations of Suspected Violations
All reported violations will be promptly investigated and treated confidentially
to the extent reasonably possible. It is imperative that reporting persons not
conduct their own preliminary investigations. Investigations of alleged violations
may involve complex legal issues, and acting on your own may compromise the
integrity of an investigation and adversely affect both you and the Company.
Discipline for Violations
The Company intends to use every reasonable effort to prevent the
occurrence of conduct not in compliance with its Code and to halt any such conduct
that may occur as soon as reasonably possible after its discovery. Subject to
applicable law and agreements, Company personnel who violate this Code and
other Company policies and procedures may be subject to disciplinary action, up to
and including discharge. Furthermore, violation of some provisions of this Code are
illegal and may subject the employee, officer or director to civil and criminal
Waivers of this Code
The Company will waive application of the policies set forth in this Code only
where circumstances warrant granting a waiver. Waivers of this Code for directors
and executive officers may be made only by the Board of Directors as a whole and
must be promptly disclosed to our stockholders.
No Rights Created
This Code is a statement of the fundamental principles and key policies and
procedures that govern the conduct of the Company's business. It is not intended
to and does not create any obligations to or rights in any employee, director, client,
supplier, competitor, shareholder or any other person or entity.
Ultimate responsibility to ensure that we as a Company comply with the
many laws, regulations and ethical standards affecting our business rests with each
of us. You must become familiar with and conduct yourself strictly in compliance
with those laws, regulations and standards and the Company's policies and
guidelines pertaining to them.
Compliance with this Code
This Code will be distributed to all employees immediately after publication or
upon their hire or affiliation with VMU. Upon receiving your copy, review it carefully
and ask your supervisor, the Chief People Officer or the General Counsel any
questions about it. If you are a supervisor or team leader, you must maintain an
awareness of the importance of adherence to this Code among the team you lead.
The Company will notify all employees and directors of material changes to this
Code. Regular audits of the Company may include procedures to test compliance
with this Code.
Thank you for carefully reviewing all of the Company’s policies. It is your
responsibility to stay informed as to the nature and specific content of these
policies. You should review them from time to time and contact your supervisor,
the General Counsel, the Chief People Officer, or any member of the HR or Legal &
Business Affairs department with any questions.