code of ethics
tw telecom Inc. (the "Company") has adopted this Code of Ethics for directors and employees to promote honest and ethical conduct and to deter wrongdoing. This Code applies to all directors and employees. The obligations of this Code supplement, but do not replace, any other code of conduct or ethics policy applicable to employees of the Company generally. Directors and employees are expected to comply with both letter and spirit of this Code.
Any person who has information concerning any violation of this Code by any director or employee should promptly bring such information to the attention of the Company's Integrity & Ethics Council by sending a fax to 303.566.1777 or by telephone 303.542.4125. If the Integrity & Ethics Council determines that a conflict of interest exists, the matter will be referred to the Audit Committee of the Board of Directors for resolution. In addition, any person may report concerns about possible violations of this code directly to the Company's Audit Committee by sending a detailed note to tw telecom Audit Committee c/o Paul Jones, 10475 Park Meadows Drive, Littleton, CO 80124 or by sending an electronic mail message to the Audit Committee through the Audit Committee Complaint Procedures on iMatrix. Communications to the Audit Committee regarding these matters may be sent anonymously. Violations of this Code may subject an employee to appropriate actions, such as censure, suspension or termination and may subject a director to censure or removal. Disciplinary action should be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code. Requests for waivers of this Code for directors or executive officers and amendments of this Code must be approved by the Board of Directors. The Company will disclose such waivers or amendments promptly as required by law or SEC regulation.
All Directors and Employees Must:
- Act honestly and ethically on the performance of their duties at the Company.
- Avoid actual or apparent conflicts of interest between personal and professional relationships or between the individual's other business or professional interests and his or her duties and responsibilities to the Company, including the avoidance of any investment, interest or association that interferes, might interfere or might appear to interfere with the individual's independent exercise of judgment in the Company's best interest. However, nothing in this Code will be deemed to prohibit or restrict any act, omission, business activity , or pursuit of a corporate opportunity by a director or employee of the Company to the extent that such act, omission, business activity or pursuit is permitted by Article VII of the Company's Certificate of Incorporation.
- Provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications by the Company.
- Comply with rules and regulations of federal, state and local governments and other private and public regulatory agencies that affect the conduct of the Company's business and the Company's financial reporting.
- Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing independent judgment to be subordinated.
- Respect the confidentiality of information acquired in the course of work, except when authorized or legally obligated to disclose such information.
- Share knowledge and maintain skills relevant to carrying out the individual's duties within the Company.
- Proactively promote ethical behavior as among peers, work groups and colleagues in the work environment and community.
- Promptly bring to the attention of the Audit Committee any information concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data, or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.
- Accept personal accountability for adherence to this Code.