Codes of Conduct and Ethics
This Code of Conduct for each of us as members of the Board of Directors (this "Code") embodies the commitment of General Dynamics Corporation ("General Dynamics" or the "Company") to conduct its business in accordance with the very highest standards of ethical conduct and to comply with all applicable legal and regulatory requirements. As members of the Board of Directors (the "Board") we agree to adhere to the policies and principles set forth in this Code.
Our obligations pursuant to this Code are in addition to our duties under applicable law.
1. Conflicts of Interest
To avoid actual or perceived conflicts of interest, we will fully disclose all material facts with respect to any private interest we may have in a transaction or other matter being considered by the Board. We will also recuse ourselves from participation in any decision of the Board in which there is a conflict between our private interests and the interests of the Company.
2. Corporate Opportunities
As directors, we are subject to constraints on our ability to take for our own benefit any business opportunity in the line of business of the Company that is discovered through the use of Company property or information, or by virtue of our membership on the Board. We may be permitted to pursue such an opportunity only if all material facts are disclosed to the Board, and the disinterested members of the Board determine that the Company should not pursue the opportunity and instead authorize us to do so.
We are also precluded from using General Dynamics' property, information or position for improper personal gain, and from competing with the Company. As directors we are expected to advance the legitimate interests of the Company when the opportunity to do so arises.
We will maintain the confidentiality of information not generally known to the public and entrusted to us as directors. Such information should not be disclosed to others, except when disclosure is appropriate in light of the context or is required by law, regulation or legal process. In the event of any improper or inadvertent disclosure, we will promptly notify the Company's General Counsel.
4. Fair Dealing
General Dynamics seeks to outperform its competition fairly and honestly. In furtherance of this objective the Board has delegated to the Chief Executive Officer of the Company and his designees broad authority to manage the Company and to interact directly with customers, suppliers, competitors and employees of the Company on the Company's behalf. In the event, however, we do interact directly with customers, suppliers, competitors or employees of the Company on the Company's behalf, we will do so fairly, taking into account the best interests of General Dynamics. During the course of any such interaction, we will not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
5. Compliance with Laws, Rules and Regulations
General Dynamics operates in a highly regulated environment. Many federal, state and foreign agencies direct how General Dynamics conducts its business. When acting on behalf of and for General Dynamics, we will comply with applicable laws, rules and regulations. We will provide prompt and full disclosure to the Company of any information necessary for the Company to comply with its obligations under applicable laws, rules and regulations, as well as the rules and regulations of private and public regulatory agencies and organizations to which the Company is subject.
The federal securities laws include a prohibition against buying or selling securities if we are aware of material, non-public information concerning the issuer of those securities. Consequently, we understand that it is a violation of this Code for any of us to buy, sell or recommend that another person buy or sell securities on the basis of material, non-public information obtained through our service on the Board.
6. Reporting Illegal or Unethical Behavior.
If we learn of any violation of this Code, or any violation of laws involving the Company or any of us, as members of the Board, we will promptly report the matter to the Company's General Counsel.
7. Waivers of this Code.
Any amendment or waiver of this Code may be made only by the Board or a committee of the Board that has been authorized to grant such amendments or waivers and will be publicly disclosed if required by law or stock exchange requirement.
Effective as of December 3, 2003
This Code of Ethics for Financial Professionals (this "Code") applies to the Chief Executive Officer, Chief Financial Officer, Controller and any person performing similar functions for General Dynamics Corporation or any of its subsidiaries (each a "Covered Executive"). Like all of our employees, Covered Executives are expected to conduct themselves in accordance with the very highest standards of ethical conduct and to comply with all applicable legal and regulatory requirements. This Code is intended to supplement our other policies and procedures, including our Standards of Business Ethics and Conduct handbook.
As a Covered Executive, you will:
a) Avoid conflicts of interest;
b) Engage in honest and ethical conduct, including the ethical handling of any actual or apparent conflicts of interest between personal and professional relationships;
c) Produce full, fair, accurate, timely and understandable disclosure in all reports and documents that our company or its subsidiaries files with, or submits to, the Securities and Exchange Commission and other regulators, and in other public communications made by our company and its subsidiaries;
d) Comply with applicable governmental laws, rules and regulations, as well as the rules and regulations of private and public regulatory agencies and organizations to which our company is subject; and
e) Promptly report any violations of this Code to our Legal Department or to any of the parties or into the channels listed in the General Dynamics Standards of Business Ethics and Conduct handbook.
You are prohibited from directly or indirectly taking any action to fraudulently
influence, coerce, manipulate or mislead the independent public auditors for
our company for the purpose of rendering the financial statements of our company
You are expected to proactively promote ethical behavior and you will be held
accountable for any violations of this Code, with consequences up to and including
termination of employment.
Any amendment or waiver of this Code may be made only by the board of directors
of our company or a committee of the board and will be publicly disclosed if
required by law or stock exchange requirement.
If you have any questions regarding the best course of action in a particular
situation, you should promptly contact our Legal Department. You may choose
to remain anonymous in reporting a possible violation of this Code.
Effective as of December 3, 2003
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