Code of Ethics for Senior Executive and Financial Officers
(As adopted by the Board of Directors on November 5, 2003)
The policy of Post Properties, Inc. (the “Company”) is to comply strictly
with all laws governing its operations and to conduct its affairs in keeping with
the highest moral, legal and ethical standards. Senior executive and financial officers
hold an important and elevated role in maintaining a commitment to (i) honest and
ethical conduct, (ii) full, fair, accurate, timely and understandable disclosure
in the Company’s public communications, and (iii) compliance with applicable
governmental rules and regulations. Accordingly, the Company has adopted this Code
of Ethics for its Chief Executive Officer, Chief Financial Officer, Chief Accounting
Officer, and any other senior executive or financial officers performing similar
functions and so designated from time to time by the Chief Executive Officer (the
“Senior Executive and Financial Officers”). This Code of Ethics shall
be approved periodically by the Audit Committee
of the Board of Directors (the “Audit Committee”) and disbursed to the
public by means of one of the methods described in Item 406 of Regulation S-K promulgated
by the Securities and Exchange Commission (the “SEC”).
II. Honest and Ethical Conduct
Senior Executive and Financial Officers are expected to exhibit and promote the
highest standards of honest and ethical conduct, by, among other things, adhering
to the following policies and procedures:
Senior Executive and Financial Officers shall engage in only honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships.
Senior Executive and Financial Officers shall inform the Chairman of the Audit Committee
of (a) deviations in practice from policies and procedures governing honest and
ethical behavior or (b) any material transaction or relationship that could reasonably
be expected to create a conflict of interest.
Senior Executive and Financial Officers shall demonstrate personal support for the
policies and procedures set forth in this Code of Ethics and shall strive to reinforce
these principles and standards throughout the Company.
Senior Executive and Financial Officers shall respect the confidentiality of information
acquired in performance of one’s responsibilities and shall not use confidential
information for personal advantage.
III. Financial Records and Periodic Reports
The Company is committed to full, fair, accurate, timely and understandable disclosure
in reports and documents that it files with, or submits to, the SEC and in other
public communications made by the Company. In support of this commitment, the Company
has, among other measures, (a) designed and implemented disclosure controls and
procedures (within the meaning of applicable SEC rules) and (b) required the maintenance
of accurate and complete records, the prohibition of false, misleading or artificial
entries on its books and records, and the full and complete documentation and recording
of transactions in the Company’s accounting records. In addition to performing
their duties and responsibilities under these requirements, each of the Senior Executive
and Financial Officers will establish and manage the Company’s reporting systems
and procedures with due care and diligence to ensure that:
Reports filed with or submitted to the SEC and other public communications contain
information that is full, fair, accurate, timely and understandable and do not misrepresent
or omit material facts.
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
Retention or disposal of Company records is in accordance with established Company
policies and applicable legal and regulatory requirements.
IV. Compliance with Applicable Laws, Rules and Regulations
The policy of the Company is to comply with all applicable laws, rules and regulations.
Accordingly, the Senior Executive and Financial Officers shall adhere to the standards
and restrictions imposed by those laws, rules and regulations, and in particular,
those relating to accounting and auditing matters.
Any Senior Executive or Financial Officer who is unsure whether a situation violates
any applicable law, rule, regulation or Company policy should discuss the situation
with the Corporate Secretary or outside counsel.
V. Compliance with Code of Ethics
The Senior Executive and Financial Officers shall acknowledge their ongoing compliance
with this Code of Ethics annually to the Audit Committee. This
Code of Ethics will be published and made available to all employees, and any employee
should promptly report any violation of this Code of Ethics to the Chairman of the
Committee. The Board of Directors shall take appropriate action with respect to
the failure of any Senior Executive or Financial Officer to comply with this Code
of Ethics, which may include reprimand, demotion or dismissal, depending on the
seriousness of the offense.