This Code of Business Conduct and Ethics (the "Code") is designed to promote honest, ethical and lawful conduct by all employees and directors of NextWave Wireless LLC and all subsidiaries and entities controlled by it (collectively, the "Company"). The Code is intended to help employees and directors understand the Company's standards of ethical business practices and to stimulate awareness of ethical and legal issues that may be encountered in carrying out their responsibilities. Every employee and director must be familiar with and understand the provisions of the Code. In particular, all employees and directors are expected at all times to:
Avoid conflicts between personal and professional interests where possible and pursue the ethical handling of actual or apparent conflicts of interest when conflicts or appearance of conflicts are unavoidable;
Provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") and in its other public communications;
Comply with applicable governmental rules and regulations;
Promptly report any violations of this Code; and
Be accountable personally for adherence to this Code.
Whenever there is doubt about the right ethical or legal choice to make, fully disclose the circumstances, seek guidance about the right thing to do, and keep asking until guidance is obtained. An employee should make full disclosure to, and seek guidance from, the employee's supervisor in the first instance. The General Counsel or - in instances involving accounting practices, internal controls or audits - the Audit Committee are also avenues to consider.
1. Conflicts of Interest
Each employee and director is expected to avoid whenever practicable situations where his or her personal interest may conflict with, or be reasonably perceived to conflict with, the best interests of the Company and, where it is not possible to avoid an actual or apparent conflict of interest, to act in a manner expected to protect and advance the Company's sole best interest. Accordingly, an employee or director:
2. Full, Fair, Accurate, Timely and Understandable Disclosure
The Company is committed to ensuring that all disclosures in reports and documents that the company files with, or submits to the SEC, as well as other public communications made by the Company, are full, fair, accurate, timely and understandable. The Company's CEO, CFO and Controller ("Senior Financial Officers") are ultimately responsible for taking all necessary steps to ensure that this occurs. All employees and directors shall take appropriate steps within their areas of responsibility to ensure the same.
It is the responsibility of each employee to promptly to bring to the attention of the General Counsel or the Chairman of the Audit Committee any credible information of which he or she becomes aware that would place in doubt the accuracy and completeness in any material respect of any disclosures of which he or she is aware that have been made, or are to be made, directly or indirectly by the Company in any SEC filing or submission or any other formal or informal public communication, whether oral or written.
In addition, each employee is responsible for promptly bringing to the attention of the General Counsel or the Chairman of the Audit Committee any credible information of which he or she becomes aware that indicates any deficiency in the Company's internal control over financial reporting within the meaning of Section 404 of the Sarbanes-Oxley Act and the SEC's implementing rules, and/or the Company's disclosure controls and procedures for preparing SEC reports or other public communication as mandated by Section 302 of the Sarbanes-Oxley Act and the SEC's implementing rules, even if a materially inaccurate or incomplete disclosure by or on behalf of the Company has not resulted or is not expected imminently to result from such deficiency.
3. Independent Auditors
Employees and directors 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.
4. Protection and Proper Use of Company Assets
Every employee and director has a personal responsibility to protect the assets of the Company from misuse or misappropriation. The assets of the Company include tangible assets, such as products, equipment and facilities, as well as intangible assets, such as corporate opportunities, intellectual property, trade secrets and business information (including any non-public information learned as an employee or director of the Company). All Company assets should be used in accordance with Company policy. Any suspected incident of fraud, theft, loss or waste should be immediately reported.
The obligation of employees to protect the Company's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy and could also be illegal and result in civil or even criminal penalties.
5. Compliance with Laws, Rules & Regulations
Legal compliance is not always intuitive. To comply with the law, employees and directors must learn enough about the national, state and local laws that affect the Company to spot potential issues and to obtain proper guidance on the right way to proceed. This means, for example, that employees whose day-to-day work is directly affected by particular laws have a responsibility to understand them well enough to recognize potential problem areas and to know when and where to seek advice. When there is any doubt as to the lawfulness of any proposed activity, advice should be sought from the General Counsel.
Employees and directors are strongly encouraged, and indeed have an obligation, to raise concerns promptly when they are uncertain as to the proper legal course of action or they suspect that some action may violate the law. The earlier a potential problem is detected and corrected, the better off the Company will be in protecting against harm to the Company's business and reputation.
Certain legal obligations and policies that are particularly important to our business and reputation include:
Further information on any of these matters may be obtained from the General Counsel.
6. Scope and other Applicable Requirements
Company employees are also subject to a broader set of Company policies and compliance procedures described in greater detail in the Employee Handbook. In addition, employees and directors are subject to the Company's Records Retention Policy, Public Relations Policy and Securities Trading Policy. This Code is not intended to supersede or alter these Company policies and procedures already in place.
7. Internal Reporting of Violations
Each employee and director is responsible for promptly reporting to the Company any circumstances that such person believes in good faith may constitute a violation of this Code, or any other Company policy, or applicable law, regulations and rules. Suspected policy violations may be reported (including confidential and anonymous reports) to the General Counsel as follows:
To the Chairman of the Audit Committee as follows:
Every effort will be made to investigate confidential and anonymous reports within the confines of the limits on information or disclosure such reports entail. While self-reporting a violation will not excuse the violation itself, the extent and promptness of such reporting will be considered in determining any appropriate sanction, including dismissal. The Company will investigate any matter which is reported and will take any appropriate corrective action.
8. No Retaliation
The Company will not tolerate any retaliation against any person who communicates bona fide concerns to the Company or law enforcement officials concerning a possible violation of any law, regulation or this Code.
9. Violations of this Code
Allegations of Code violations will be reviewed and investigated by the General Counsel, or, in appropriate circumstances by the Company's Audit Committee. Violations of this Code, as well as failing to comply with federal, state, local and any applicable foreign laws, and the Company's corporate policies and procedures may result in, among other actions, suspension of work duties, diminution of responsibilities or demotion, and termination of employment.
10. Publication of this Code; Amendments and Waivers
This Code will be posted and maintained on the Company's website and posting will be disclosed in the Company's Annual Report on Form 10-K.
Any amendment to or waiver of this Code with respect to a Senior Officer or director must be approved by the Board of Directors. In addition, any such amendments or waivers with respect to a Senior Officer or director will be disclosed within five (5) days of such action on the Company's website for a period of not less than twelve (12) months, or in a filing with the SEC. Other amendments or waivers will be disclosed to the extent required by applicable law or stock exchange regulations.