Adopted by the Board of Trustees of Centerspace on January 14, 2004; Revised September 20, 2018, November 25, 2019, and November 20, 2020.
Introduction
This Code of Conduct applies to all officers, team members, and trustees of Centerspace (the “Company”). This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all team members and trustees of the Company. All of our team members and trustees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company’s agents and representatives.
The Code may be revised or supplemented from time to time to reflect changing laws and ethical standards. Each team member and trustee is responsible for maintaining a working knowledge and understanding of this Code of Conduct as modified from time to time.
Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment, in the case of a Company officer or team member, and up to and including, in the case of a trustee, removal from the Board of Trustees.
Compliance with Laws, Rules, and Regulations.
All Company team members and trustees must comply with applicable local, state, and federal laws. Violation of governing laws and regulations subjects the Company and its team members to significant risk in the form of fines, penalties, and damaged reputation. Obeying the law, both in letter and spirit, is a fundamental principle of the Company and is the foundation on which the Company’s ethical standards are built.
Conflicts of Interest
Each team member and trustee owes a duty of loyalty to the Company and must, in the performance of their duties, put the interests of the Company ahead of personal interests. Team members and trustees are expected to make or participate in business decisions and actions in the course of their association with the Company based on the best interests of the Company as a whole, and not based on personal relationships or benefits. A conflict of interest exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when a team member, officer, or trustee takes actions or has interests that may make it difficult to perform their Company work objectively and effectively. Conflicts of interest may also arise when a team member, officer, or trustee, or members of his or her family, receives improper personal benefits as a result of their position in the Company.
Team members and trustees should avoid any relationship that would cause a conflict of interest with their duties and responsibilities at the Company. Team members are expected to disclose to the Company any situations that may involve conflicts of interest affecting them personally or affecting other team members or those with whom we do business. Waivers of conflicts of interest involving executive officers require the approval of the Board of Trustees or an appropriate committee of the Board. Trustees are expected to disclose to their fellow trustees any personal interest they may have in a transaction upon which the Board passes and to recuse themselves from participation in any decision in which there is a conflict between their personal interests and the interest of the Company. [See the Company’s Conflict of Interest Policy.]
Insider Trading
Team members and trustees who are aware of material non-public information may not trade in Company securities or use the information for any other purpose except the conduct of Company business. To trade in Company securities while aware of material non-public information for personal financial benefit, or to “tip” others who might make an investment decision on the basis of this information, is not only unethical but also illegal. In order to assist with compliance with laws against insider trading, the Company has adopted an Insider Trading Policy, which has been distributed to every team member and trustee.
Corporate Opportunities
Team members, officers, and trustees are prohibited from taking for themselves personally opportunities that are discovered through the use of Company property, information or position without the consent of the Board of Trustees. No team member or trustee may use Company property, information or position for improper personal gain, and no team member or trustee may compete with the Company directly or indirectly. Team members, officers, and trustees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. [See the Company’s Conflict of Interest Policy.]
Competition and Fair Dealing
Each team member and trustee should endeavor to respect the rights of and deal fairly with the Company’s tenants, suppliers, competitors, and team members. No team member should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided, or accepted by any Company team member, trustee, family member of a team member, trustee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations and would not embarrass the Company.
Safe & Respectful Workplace
The Company is firmly committed to providing a safe and respectful workplace. It does not tolerate illegal discrimination or harassment of any kind, including unwelcome sexual advances or derogatory comments based on age, race, ethnic background, sexual orientation, gender identity, national origin, or religious beliefs. All Company team members and trustees are expected to comply with wage and hour standards, safety guidelines, laws prohibiting discrimination and harassment, and requirements of equal employment opportunity.
The Company prohibits behavior that undermines team member safety, including acts or threats of violence or other forms of intimidation. It also prohibits weapons or firearms in the Company’s offices. Team members who feel threatened, or observe threatening behavior, should immediately report the situation to building security, their manager, or the Talent & Culture department.
Record-Keeping
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. The Company does not condone and will not tolerate any act or omission by any team member that results in materially misleading financial statements.
As a public company, it is of critical importance that the Company’s filings with the Securities and Exchange Commission be accurate and timely. Team members may be called upon to provide information to assure that the Company’s public reports are complete, fair, and understandable. The Company expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.
Confidentiality
Team members must maintain the confidentiality of non-public information entrusted to them by the Company or its shareholders, tenants, customers, suppliers, and agents (“confidential Information”), except when disclosure is authorized by the Company, required by laws and regulations, or permitted by laws and regulations to report possible violations to a government agency. Confidential Information includes all non-public information about the Company or its shareholders, tenants, customers, suppliers, and agents. Confidential Information includes, without limitation, financial data, plans for acquisitions, plans for sales of Company assets, personal information about team members, material contracts, financing transactions, major management changes and other corporate developments. The obligation to preserve Confidential Information continues even after employment ends. Each team member will be required to sign a confidentiality agreement at the time he or she begins employment with the Company. Furthermore, team members and trustees have an obligation not to trade in the Company’s securities while aware of material non-public information, in accordance with the Company’s Insider Trading Policy.
Social Media & Communications on Behalf of the Company
The Company expects team members and trustees to use their personal social media accounts in a responsible way that does not reveal the Company’s Confidential Information, expose the Company to reputational risk or legal liability, or otherwise harm the Company or others. Team members and trustees may not represent or speak on behalf of the Company on their personal social media accounts. Company social media accounts should be lawful, approved by the VP of Marketing, and managed responsibly.
Protection and Proper Use of Company Assets
Every team member is responsible for protecting the Company’s assets and ensuring their efficient use. Team members are personally responsible for safeguarding and accounting for all Company property that is entrusted to their personal control, including, without limitation, cash, checks, company credit cards and similar cash equivalents; tangible and intangible property such as equipment, supplies, records and reports, computer software and data; and each team member’s time at work. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation.
Company equipment should not be used for non-Company business, though incidental personal use may be permitted.
Waivers of the Code of Conduct
Any waiver of this Code of Conduct for executive officers or trustees may be made only by the Board or a Board committee and will be promptly disclosed as required by law or regulation.
Reporting Any Illegal or Unethical Behavior
Team members are encouraged to talk to managers, the General Counsel, other Company officers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. If a report of a violation which relates to financial statement disclosures or accounting, internal controls or auditing matters is made to the General Counsel or other Company officer, the General Counsel or other officer shall promptly forward such complaint to the chairman of the Company’s Audit Committee. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by team members. Team members are expected to cooperate in internal investigations of misconduct.
The Company’s Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer, Controller, and other senior financial officers (the “Senior Financial Officers”) have a special responsibility for ensuring the fair and timely reporting of the Company’s financial results and condition. Because of this special role, the Company’s Senior Financial Officers are bound by the “Code of Ethics for Senior Financial Officers” attached as Appendix A to this Code of Conduct. Violations of this Code of Ethics for Senior Financial Officers by those subject to it will be viewed as a disciplinary matter that may result in personnel action, up to and including termination of employment. If a team member, officer, or trustee believes that a violation of the Code of Ethics for Senior Financial Officers has occurred, the Company’s General Counsel should be contacted. The Audit Committee of the Board of Trustees may also be contacted. If a team member or officer is concerned about maintaining anonymity, they may contact the Company’s Audit Committee by following the procedures established for the anonymous submission of complaints outlined in the Company’s Whistleblower Policy.
Team members must read the Company’s Whistleblower Policy, which describes the Company’s procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters. Any team member may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.
Appendix A to Centerspace Code of Conduct: Code of Ethics for Senior Financial Officers
Adopted by the Board of Trustees of Centerspace on January 14, 2004; Revised September 20, 2018, November 25, 2019, and November 20, 2020.
This Code of Ethics for Senior Financial Officers applies to the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and Controller, and other senior financial officers performing similar functions who have been identified by the Chief Executive Officer (collectively, the “Senior Financial Officers”). This Code of Ethics is intended to supplement the Centerspace Code of Conduct.
Each Senior Financial Officer, in addition to being bound by all provisions of the Centerspace Code of Conduct, is subject to the following standards:
Honesty and Ethical Conduct
Senior Financial Officers will exhibit and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and business relationships (for example, a conflict between what is in the best interests of the Company and what could result in material personal gain for a Senior Financial Officer). If a Senior Financial Officer becomes aware of any such conflict, they should promptly report the same to the Company’s General Counsel and the chairman of the Audit Committee of the Company’s Board of Trustees.
Financial Records and Periodic Reporting
The Chief Executive Officer and all Senior Financial Officers are responsible for full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with or submits to the Securities and Exchange Commission and other regulators, and in other public communications made by the Company. Accordingly, it is the responsibility of Senior Financial Officers promptly to bring to the attention of the General Counsel or the Chief Executive Officer any material information of which they may be aware that affects the disclosures made by the Company in such filings and communications.
Compliance with Applicable Laws, Rules and Regulations
Senior Financial Officers will comply with all applicable laws, rules, and regulations of federal, state, and local governments and other private and public regulatory agencies in the conduct of the Company’s business and the Company’s financial reporting. Senior Financial Officers will promptly report and correct any identified deviations from applicable federal, state or local law, rule, or regulation.
Reporting of Violations and Enforcement of the Code of Ethics
Senior Financial Officers will promptly report any violation or suspected violation of this Code of Ethics to the General Counsel and/or the Chief Executive Officer and to the Chairman of the Audit Committee of the Company’s Board of Trustees. Senior Financial Officers will be held accountable for their adherence to this Code of Ethics. Failure to observe the terms of this Code of Ethics may result in disciplinary action, up to and including termination of employment. Violations of this Code of Ethics may also constitute violations of law and may result in civil and criminal penalties.
The Audit Committee of the Board of Trustees shall consider any requested waivers of this Code of Ethics and any amendments to this Code, and all such waivers or amendments shall be disclosed promptly as required by law.
Policy Owned By: Legal
Also found in the Centerspace Policy Manual.