Code of Business Conduct
(As adopted by the Board of Directors on February 24, 2016)
Our primary objective as directors and associates (as used herein “associates” includes officers, employees and other personnel) of Post Properties, Inc., Post Apartment Homes, L.P. and all related affiliates and subsidiaries, which we refer to collectively as the “Company” or “Post Properties,” is to maximize the value of our shareholders’ investment in the Company, while conducting our business in a manner that is socially responsible, values-based, and in compliance with the letter and spirit of the law. In furtherance of this goal, the Company has adopted this Code of Business Conduct, which we refer to as our “Code of Conduct.”
Our Code of Conduct sets forth the minimum guidelines and expectations that must be followed by all directors and associates of the Company. However, no policy can be complete in all respects. Accordingly, good judgment based upon an understanding of laws, regulations and ethics is the best safeguard against improper or unethical conduct.
You are expected to learn and understand our Code of Conduct and to address every situation that may implicate ethical and legal issues in a manner consistent with this Code of Conduct and ethical and legal business practices. In addition, you are expected to seek guidance from either the corporate officer having jurisdiction over your activity or the Corporate Secretary as appropriate in those circumstances where your judgment could be questioned. As a public company, our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and any other senior executive or financial officers performing similar functions (the “Senior Executive and Financial Officers”) are held to a heightened set of ethical and legal standards that are set forth in a separate policy adopted by our Board, the “Code of Ethics for Senior Executive and Financial Officers.”
The Company’s policy is to conduct business in an ethical and legal manner and in compliance with the listing standards of the New York Stock Exchange. Insensitivity to, or disregard of, these policies will constitute an important element in the evaluation of a director or associate for retention, assignment and promotion. Any conduct, or any failure to report any conduct
, in violation of our Code of Conduct may be grounds for disciplinary action up to and including termination and may expose a director or associate to severe civil and/or criminal liability.
You are always expected to adhere strictly to our Code of Conduct and the highest principles of ethics and conduct. You must avoid even the appearance of impropriety or unethical behavior. With your help, Post Properties will continue to be an outstanding corporate citizen with a reputation for integrity. Thank you for joining us in this effort.
Administration of our Code of Conduct
If you become aware of any violation of this Code of Conduct, or are requested by a person in authority to engage in any conduct or activity which violates or appears to violate this Code of Conduct, you are required to discuss the matter immediately with the corporate officer having jurisdiction over your activity if comfortable doing so, and otherwise with the Corporate Secretary. You should discuss in advance with the corporate officer having jurisdiction over your activity or the Corporate Secretary transactions which appear questionable. If you are aware of or suspect inappropriate, unethical or illegal actions, or actions that otherwise violate our Code of Conduct, you are obligated
to immediately bring the matter to the attention of the corporate officer having jurisdiction over your activity and/or the Corporate Secretary.
If after discussion any question remains, you should contact the Company's Corporate Secretary to discuss the matter further. The Corporate Secretary shall maintain your identity in confidence if requested to do so, shall investigate the matter promptly and shall take prompt and appropriate action to prevent the violation from occurring, if possible, and otherwise to address and remedy the potential violation. The Corporate Secretary shall report violations to appropriate senior management and in the case of serious violations or violations involving senior management, to the Audit Committee. Violations involving financial officers or financial accounting and controls shall be handled in accordance with the Company’s Code of Ethics for Senior Executive and Financial Officers.
Directors should discuss all matters related to this Code of Conduct with the Corporate
Any concerns regarding accounting, internal accounting controls or auditing matters
must be promptly communicated to our Audit Committee via our Accounting/Auditing
The Company expects you to call attention to Code of Conduct violations. The Company will neither retaliate against any director or associate for reporting in good faith suspected violations of this Code of Conduct, nor tolerate any harassment of or retaliation against any director or associate by other directors or associates because of such reporting.
Directors and associates will be held responsible for any act which, in the judgment of the Company, violates this Code of Conduct. Violators of this Code of Conduct will be subject to a full range of potential sanctions, including but not limited to termination of employment and/or a request for resignation from the board of directors.
This Code of Conduct in no way alters existing legal rights and obligations of the
Company or its directors or associates.
Waivers of this Code of Conduct must be approved by the Corporate Secretary and by an additional corporate officer of the level of vice president or above. Waivers for directors and corporate officers of the level vice president or above must be approved by the board of directors or by the Audit Committee. Waivers for executive officers and directors must be promptly disclosed to shareholders, in the manner and to the extent required by applicable laws and regulations, including the rules of any stock exchange on which the Company’s shares are traded.
Directors and associates may obtain copies of our:
- Insider Trading Compliance Policy;
- Associate Handbook;
- Disclosure Policy;
- Code of Ethics for Senior Executive and Financial Officers; and
- Accounting/Auditing Complaint Policy
by sending a request in writing to the Corporate Secretary at Post Properties, Inc.,
4401 Northside Parkway, Suite 800, Atlanta, GA 30327.
I. Conflicts of Interest
A “conflict of interest” occurs when an individual’s private interest interferes in any way – or even appears to interfere – with the interest of the Company. The Company expects its directors and associates to adhere to strict standards of loyalty and ethics in avoiding situations which might be thought to influence their actions or prejudice their judgment in handling Company business. A conflict situation can arise when a director or associate takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest also arise when a director or associate, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. The possibility of conflict is particularly sensitive for those directors and associates whose jobs involve their making decisions for the Company in its dealings with others. It exists as well for those in a position to influence or make recommendations concerning these decisions. The Company prohibits conflicts of interest as they are contrary to this Code of Conduct.
It is not feasible to describe all of the situations that could give rise to a conflict of interest, nor is it desirable to try to define exact limitations. The following are merely examples stated in general terms and are not intended to be exclusive of various kinds of situations which would ordinarily raise a question about a conflict of interest.
A. Personal Investments
II. Corporate Opportunities
A conflict could exist through the ownership, directly or indirectly, by a director or associate of a substantial financial interest in any outside concern which:
(a) is a competitor of the Company, (b) conducts business or seeks to do business with the Company, or (c) furnishes, or seeks to furnish, its services or supplies or materials to the Company; and
(b) the director or associate has the authority or ability to make any decisions or recommendations or otherwise could have any influence.
In any such case, the circumstances must be fully disclosed to and approved in writing by, in the case of an associate, the corporate officer having jurisdiction over the associate’s activity or the Corporate Secretary, or in the case of a director, with the Corporate Secretary, in order for the activity not to be prohibited hereunder. A conflict of interest would not exist where the interest consists of securities of a publicly owned corporation regularly traded on a national securities exchange. For purposes of this Section, a “substantial financial interest” exists where the interest represents five percent (5%) or more of the common stock or equity participation in such outside concern, or where the cost to the director or associate of such interest exceeds the lesser of $120,000 or five percent (5%) of his or her assets.
For the purpose of this Code of Conduct, ownership or participation by the spouse of a director or associate, or in the name of his or her minor children, shall be considered as ownership or participation by the director or associate, lacking a clear showing that this is not the case.
Acceptance of any gift of more than small value, including any entertainment, travel, or favors which go beyond common courtesies usually associated with accepted business practices, or of any commission, fee, or payment of any sort, other than from the Company, in connection with work for the Company is prohibited.
Employment by, or rendering consulting services to, any outside concern which does or may do business with the Company or is a competitor of the Company, except as a representative of the Company or with its written consent, is prohibited.
Directors and associates shall not engage in outside business activities or employment that is incompatible with employment with the Company. The Company expects associates to devote full time to their Company duties.
Employment decisions are to be made solely in the best interests of the Company. An offer of employment or promotion for any position within the Company shall be based exclusively on the requirements of the position being filled and the qualifications of the candidates, with due regard for applicable local, state and federal employment laws.
Family or personal relationships with current or retired directors or associates shall not inappropriately influence such decisions. Furthermore, reporting relationships for such individuals should not create either a real or a perceived conflict of interest.
Lending to, or borrowing from, any customer, supplier, contractor or any person connected with the same is prohibited. In addition, loans to executive officers and directors are strictly prohibited.
E. Outside Business Directorships
Associates shall not serve as a director of any outside business concerns, except with the written approval of the corporate officer having jurisdiction over the associate’s activity. Directors, however, are permitted to serve as directors of outside business concerns, unless any such directorships would constitute a conflict of interest. In addition, prior to becoming a director of or standing for election at another public company or any private company in the real estate industry, a director must follow the procedures set forth in the Company’s Corporate Governance Guidelines.
Directors and associates are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or position, (b) using corporate property, information or position for personal gain, and (c) competing with the Company. For example, no director or associate should acquire any participating interest, direct or indirect, in any entity or venture when he or she knows that the Company may take or is taking steps to acquire any interest in such entity or venture. Directors and associates owe a duty to the Company to advance its legitimate interest when the opportunity to do so arises.
III. Confidential Information
Directors and associates must maintain the confidentiality of information and trade secrets entrusted to them by the Company or its customers, suppliers or other business partners, except when use or disclosure of such information is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, harmful to the Company or its customers or result in a violation of law if disclosed. Directors and associates should refer to our Insider Trading Compliance Policy and the Associate Handbook for further guidance on the treatment of material, non-public information about the Company.
IV. Fair Dealing
Directors and associates are required to endeavor to deal fairly with the Company’s customers, suppliers, competitors and associates. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair practice.
The integrity of persons and firms with whom the Company deals must be respected. Fees and commissions paid to agents and other representatives must be limited to amounts that are consistent with proper business conduct. No payment may be made to any employee, agent or representative of a third party with whom business is conducted or which has a relationship with the Company unless there is full documented disclosure to all parties.
V. Protection And Proper Use Of Company Assets
Directors and associates must protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate Company purposes.
VI. Compliance With Laws, Rules And Regulations
Directors and associates of the Company are responsible for seeing that the Company’s operations are carried on in compliance with all laws, rules and regulations, including insider trading laws. Insider trading is both illegal and unethical, and you should not trade in any stock or other securities on the basis of such "inside information," including inside information you may learn about a company with which the Company does or might do business.
The Company has adopted specific trading restrictions to guard against insider trading. These restrictions are set forth in our Insider Trading Compliance Policy.
All associates have a right to work in an environment free from discrimination, which includes harassment based on sex, race, national origin, religion, age, physical or mental disability, creed, citizenship, veteran status or any other legally protected category. No one – male or female – should have to endure insulting, degrading, intimidating or exploitative treatment in the work place. The Company’s policy against harassment is explained in further detail in our Associate Handbook.
VIII. Accuracy of Corporate Records and Financial Reporting
Numerous parties, both inside and outside the Company, have a legitimate interest in the Company’s operations and financial results. They rely on the timeliness, accuracy and integrity of our own record keeping to make decisions concerning a wide range of critical matters. These records are the basis for managing the Company’s business and for fulfilling its obligations to its shareholders, associates, customers, suppliers and regulatory authorities.
Every director and associate involved in creating, transmitting or entering information into the Company’s financial and operational records (including time sheets, sales records and expense accounts) is responsible and must take care to do so completely, honestly and accurately. In addition to the policies discussed below, Senior Officers must also comply with the requirements relating to financial records and periodic reports in the Company’s Code of Ethics for Senior Executive and Financial Officers.
To ensure compliance with this Code of Conduct, all directors and associates must:
- ensure that business transactions are properly authorized and completely and accurately recorded in all material respects on the Company’s books and records in accordance with generally accepted accounting principles and the Company’s established financial policies;
- detail the true nature of every transaction or payment in its supporting documentation;
- report the existence of any undisclosed or unrecorded funds or other assets;
- ensure that reports filed with or submitted to the Securities and Exchange Commission and other public communications contain information that is full, fair, accurate, timely and understandable and do not misrepresent or omit material facts;
- cooperate with investigations into or audits of the accuracy and timeliness of financial records;
- to the extent estimates and accruals are necessary in Company reports and records, ensure they (i) are supported by appropriate documentation and based on good faith judgments, (ii) are compliant with the Company’s accounting policies and procedures, and (iii) to the extent material, have been approved by the Company’s Chief Financial Officer;
- ensure payments are made only to the person or the firm that actually provided the related goods or services;
- ensure that the retention or disposal of Company records is in accordance with established Company policies and applicable legal and regulatory requirements; and
- ensure that contacts with taxing authorities are handled in accordance with the Company’s accounting policies and procedures.
Expense accounts are another important corporate record. In certain instances, directors and associates are entitled to reimbursement for reasonable business expenses, but only if those expenses are actually incurred. To submit an expense account for meals not eaten, miles not driven, airline tickets not used, or for any other expense not incurred is dishonest reporting and will be grounds for disciplinary action up to and including termination of employment and/or a request for resignation from the board of directors.
Destruction, alteration or falsification of documents or records with the intent to impede, obstruct or influence the investigation or proper administration of any matter within the jurisdiction of any governmental department or agency of the United States is strictly prohibited.
A. Accounting Procedures
IX. The Foreign Corrupt Practices Act
All transactions must be properly recorded on the Company’s books and records. No unrecorded bank accounts, corporate funds or assets may be maintained, and all entries made in any corporate books or records must be accurate and comply with general accepted accounting principles and other Company accounting policies and procedures. Furthermore, it is the responsibility of all directors and associates to ensure that all financial recordkeeping and records to governmental agencies be truthful, accurate and not otherwise misleading.
B. Fraud and Embezzlement
Any type of fraud or embezzlement will result in serious consequences and disciplinary action up to and including termination. According to the American Institute of Certified Public Accountants, fraud and embezzlement include the following:
- misappropriation or embezzlement of any of the Company’s property, assets or services;
- intentional misstatement, misclassification or omission in the Company’s financial statements, including intentional misapplication of accounting principles; and
- manipulation, falsification or alteration of accounting records or supporting documentation.
If you suspect that fraud or embezzlement has occurred, you must immediately notify the Corporate Secretary so that he or she may notify the Company’s board of directors. The board of directors has developed procedures for handling suspected fraud or embezzlement and will coordinate the investigation with the Corporate Secretary. For further information, see the Company’s Accounting/Auditing Complaint Policy.
In general, the United States’ Foreign Corrupt Practices Act (the “FCPA”) restricts U.S. companies, such as Post Properties, and its employees from making or offering to make illegal payments or political contributions to foreign officials for the purpose of obtaining or retaining business or to otherwise secure any improper advantage (the FCPA also prohibits the use of an intermediary, representative or broker to make a prohibited bribe). Any employee found guilty of violating the anti-bribery provisions of the FCPA could be personally subject to criminal fines of $100,000 or more (fines imposed under the FCPA can not be paid by an employer), five (5) years in prison, or both. Any such violation could also subject the Company to severe criminal and civil penalties. In addition, the FCPA’s accounting and record-keeping provisions apply to public companies, such as Post Properties, whose securities are listed in the U.S. In general, these provisions require that public companies make and keep books and records, that in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the company, and that the company maintain a reasonable system of internal controls.
It is the Company’s policy that no director, associate, or agent shall promise, authorize, offer or give anything of value to any foreign or domestic government official, nor to anyone else on a contingent basis for procurement of government contracts or approvals or as described above; nor shall any payment be made to any entity while knowing or having reason to know that all or any portion of it will be offered or given for such purpose. No director, associate or agent shall establish any undisclosed or unrecorded fund of cash or assets for any purpose, make any false, artificial, or misleading entries in any books or records of the Company, or circumvent its system of internal controls.