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Code of Ethics for Senior Financial Officers
This Code of Ethics for Senior Financial Officers applies to the Chief Executive Officer, the Chief Financial Officer and the Controller. The Company expects all of its employees to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities, to comply with all applicable laws, rules and regulations, to deter wrongdoing and abide by the Company's Code of Business Conduct and other policies and procedures adopted by the Company that govern the conduct of its employees. This Code of Ethics is intended to supplement the Company's Code of Business Conduct.
You agree to:
You are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead the Company's independent public auditors for the purpose of rendering the financial statements of the Company misleading.
You understand that you will be held accountable for your adherence to this Code of Ethics. Your failure to observe the terms of this Code of Ethics may result in disciplinary action, up to and including termination of employment. Violations of this Code of Ethics may also constitute violations of law and may result in civil and criminal penalties for you, your supervisors and/or the Company.
If you have any questions regarding the best course of action in a particular situation, you should promptly contact the Vice President of Internal Controls or the General Counsel. You may choose to remain anonymous in reporting any possible violations of this Code of Ethics.
Code of Ethics for Directors
Cincinnati Bell Inc. (the "Company") has a Code of Business Conduct for its employees and officers. The Code of Business Conduct reflects the Company's belief that its business should be conducted honestly and ethically, and the Company's continued success depends on its employees, officers and directors upholding high standards of integrity. The Code of Business Conduct assists the Company in maintaining and continuing to foster the Company's culture of honesty and accountability by focusing the attention of its employees and officers on areas of concern to the Company and by providing guidance to them on recognizing and dealing with ethical issues. Consistent with that belief, the Board of Directors hereby adopts this Code of Ethics, and the Directors agree to conduct themselves in compliance with its terms and conditions.
CONFLICTS OF INTEREST
Directors may not have, and are to avoid having, any conflicts of interest with the Company. A conflict of interest occurs when a Director's private interests interfere (or appear to interfere) with the interests of the Company. Conflicts of interest can arise through both business and personal activities where actions or interests interfere with (or appear to interfere with) a Director's duty to perform work for the Company objectively and effectively. Directors owe a duty to the Company to advance its interests.
A Director or any member of a Director's immediate family or any enterprises in which he/she is a director, officer, partner, employee, consultant or advisor or may otherwise have a substantial interest is prohibited from:
If at any time a Director believes that he/she has a conflict of interest or a potential conflict of interest, or another Director believes that a conflict of interest or a potential conflict of interest exists, such Director must, as soon as practicable, provide the Chairman of the Governance and Nominating Committee with the material facts as to his/her, or such other Director's, relationships or interests and the transaction, contract or action in which the conflict or potential conflict arises. The Governance and Nominating Committee shall investigate the conflict situation and recommend to the Board such actions as are appropriate under the circumstances.
All Directors shall recuse themselves from any discussion or decision which affects their personal, business or professional interests.
No Director may: (i) without the prior consent of the Board (a) take for himself or herself personally opportunities of the Company that are known to him/her as a result of his/her position as a Director or that are discovered through the use of Company property, information or position, or (b) use Company property, information or position for personal gain; or (ii) compete with the Company. Directors owe a duty to the Company to advance its interests.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Directors shall comply, and generally oversee compliance by employees, officers and other Directors, with laws, rules and regulations applicable to the Company, including the Code of Business Conduct, the Foreign Corrupt Practices Act and applicable financial and accounting principles. Transactions in Company securities are governed by the Company's Insider Trading Policy, with which all Directors must comply.
FOREIGN CORRECT PRACTICES ACT (FCPA)
It is illegal to obtain or retain business through payments meant to improperly influence foreign officials and governments. The Company has adopted internal accounting control and record keeping requirements that apply to all of the Company's operations.
All Directors are responsible for following Company policies and procedures relating to reporting business transactions, including appropriate authorization schedules and internal accounting controls.
Each Director shall endeavor to deal fairly and in good faith with the Company's customers, employees, suppliers, regulators, business partners and competitors. No Director shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation, fraudulent behavior or any other unfair practice.
Directors shall maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, from whatever source, in their capacity as a Director, except when disclosure is authorized or legally mandated. For purposes of this Code of Ethics, "confidential information" includes all non-public information relating to the Company, including, without limitation, all non-public information that might be of use to competitors or harmful to the Company or its customers, if disclosed.
PROTECTION AND USE OF COMPANY ASSETS
Company assets, such as information, materials, supplies, intellectual property, software, hardware, and facilities, are valuable resources owned, licensed or otherwise belonging to the Company. Safeguarding Company assets and ensuring their efficient use is the responsibility of all Directors, officers and employees. Company assets should be used for business purposes and in accordance with Company policies and procedures.
Directors shall communicate any suspected violations of this Code of Ethics and any suspected illegal or unethical act promptly to the Chairman of the Governance and Nominating Committee. The Governance and Nominating Committee will investigate suspected violations and recommend to the Board such actions as are appropriate under the circumstances in the event of any violations of this Code of Ethics or applicable law, rule or regulation, or applicable listing standards.
WAIVER OF CODE OF ETHICS
This Code of Ethics does not supercede, change or alter existing Company policies and procedures, including the Code of Business Conduct.
Any waiver of this Code of Ethics for a Director may be made only by the Board of Directors or a Board Committee, if so delegated, and must be disclosed to shareholders.
Any waiver of the Code of Business Conduct for senior management may be made only by the Board of Directors or a Board Committee, if so delegated, and must be disclosed to shareholders.
They acknowledge that they have received and read the Company's Code of Ethics for Directors and understand their obligations as a director to comply with the Code of Ethics.
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