Dishonest
or illegal conduct will constitute a violation
of this Code, regardless of whether
the
conduct is
specifically addressed in the Conduct
section of the Code.
The
Company’s Board
of Directors and Company management has designated
a Chief Compliance Officer (the “Chief
Compliance Officer”) for the
implementation and administration of
the Code. The Chief
Compliance Officer can be reached
at 610-373-2400. In addition, each
property has a compliance officer (the “property
compliance officer”)
who will assist the Chief Compliance
Officer with the implementation and
administration of this Code.
Questions
regarding the application
or interpretation of the Code of
Conduct are
to be expected.
Employees should
feel free to direct questions to
the Chief Compliance Officer or their property
compliance
officer.
The Chief Compliance
Officer is also responsible for conducting
or directing the investigation of
alleged Code violations
under
procedures adopted by the Audit Committee
of the Board. The Chief
Compliance Officer will provide reports
to the Audit Committee of the Board
on an as
needed basis (but
in no event, less
than quarterly) on matters such as
suspected violations of the Code,
status of inquiries
and
investigations,
requested waivers to the Code and
enforcement of the Code.
REPORTING
VIOLATIONS
A. Reporting Violations
The
Company expects employees who observe, learn of, or,
in good faith, suspect a violation of the Code, to immediately
report the violation to the Chief Compliance Officer
or the property compliance officer. Employees may also
report violations of the Code any time of the day by
calling the Company’s toll-free number (877-864-9164).
These calls are handled by a third party provider and
treated anonymously if requested. All managers and supervisors
are required to enforce this Code and are not permitted
to condone violations. Reported violations will be investigated
and addressed promptly. The investigation will be handled
discreetly and appropriately, and the information will
be disclosed to others only on a need to know basis and
as required by law. An employee who violates the Code
may be subject to disciplinary action, up to and including
separation of employment, depending on the severity of
the violation. Except as described below, the investigations
of the alleged Code violations shall be handled by the
Chief Compliance Officer in conjunction with other Company
personnel.
The
Company recognizes the potentially serious impact of
a false accusation. Employees are expected
as part of the
ethical standards required by this Code to act responsibly
in reporting violations. Making a complaint without a
good faith basis is itself a violation of the Code. Any
employee
who makes a complaint in bad faith will be subject to
disciplinary action, up to and including separation of
employment.
B. Special Procedures for
Reporting/Investigating Complaints Regarding Accounting,
Internal Accounting Controls and Auditing Matters
A
special procedure exists for the good faith reporting
of suspected violations of this Code arising out of questionable
accounting, internal accounting controls or auditing
matters. These topics include alleged violations concerning
full and fair reporting of the Company’s financial
condition. In these cases, an employee has the right
to submit a complaint in a confidential, anonymous manner
or with his or her name to the Company’s Audit
Committee by way of the toll free number (877-864-9164)
or by contacting the Chief Compliance Officer (610-373-2400).
The complaint can also be made in written form and should
provide sufficient information so that a reasonable investigation
can be conducted. Written complaints should be addressed
to the Chief Compliance Officer, Penn National Gaming,
Inc., PO Box 7054, Wyomissing, PA 19610. Investigations
involving this specific subject matter shall be handled
by the Chief Compliance Officer and overseen by the Audit
Committee of the Board of Directors pursuant to approved
guidelines.
C. Prohibition on Retaliation
Employees,
who report violations or suspected violations in good
faith, as well as those who participate in investigations,
will not be subject to retaliation of any kind. If you
believe a Company employee has retaliated against you
because of your written report, you may make a written
complaint against that Company employee.
Retaliation is defined as the use of authority or influence
for the purpose of interfering with or discouraging a report
of a violation of the Code or an investigation of an alleged
Code violation.
Types
of retaliation include, but are not limited to, (1) carrying
out or threatening to carry out
any punishment;
or (2) implementing or approving any adverse personnel
action (including but not limited to, transfer assignment,
performance
evaluation, suspension, demotion, separation of employment,
or other disciplinary action).
A
complaint of retaliation can be filed under the existing
Company complaint resolution
procedures or grievance procedures
with a copy sent to the Chief Compliance Officer and the
Corporate Senior Vice President of Human Resources or by
calling either of the phone numbers listed previously.
If the retaliation complainant is an applicant for employment
or any employee who does not have a complaint resolution
procedure available for some other reason, the complainant
may file the complaint with the Corporate Senior Vice President
of Human Resources.
D. Waivers
Requests for a waiver of a provision of the Code must
be submitted in writing to the Chief Compliance Officer.
For conduct involving an executive officer, senior financial
officer or Board member, only the Board of Directors
has the authority to waive a provision of the Code. No
waiver may be given if such a waiver would violate applicable
law or stock exchange regulation.
In
the event of an approved waiver involving the conduct
of an executive officer
or Board member, appropriate
and prompt disclosure must be made to the Company’s
shareholders as required by applicable law or stock exchange
regulation. Statements in the Code of Conduct to the
effect that certain actions may be taken only with “Company
approval” mean that two executive officers or the
Board must give prior approval before the proposed action
may be taken.
E. Other Company
Policies
This Code should be read in conjunction with the Company’s
other policy statements addressing dishonest, illegal
or unethical conduct, such as the timekeeping, insider
trading, harassment, and drug and alcohol policies. All
employees will receive a copy of the Code. The Conduct
section of the Code (below) describes certain improper
conduct specifically prohibited by the Code. However,
each employee must bear in mind that the conduct listed
below is not intended to be a comprehensive list of such
conduct.
CONDUCT
A. Violations
of Law
A variety of government laws, rules and regulations apply
to the Company and its operations, and some carry criminal
penalties. These laws include, without limitation, gaming
and pari-mutuel regulations, anti-trust laws, securities
laws, workplace discrimination laws, workplace safety laws,
drug laws and privacy laws. Examples of criminal violations
of the law include: stealing, violence in the workplace,
illegal trading of Company stock, bribes and kickbacks, embezzling,
misapplying corporate or guest funds, using threats, physical
force or other unauthorized means to collect money; making
a payment for an expressed purpose on the Company’s
behalf to an individual who intends to use it for a different
purpose; or making payments, whether corporate or personal,
that is intended to improperly influence the judgment or
actions of political candidates or government officials in
connection with any of the Company’s activities. In
sum, employees must obey all applicable laws. The Company
must and will report all suspected criminal violations to
the appropriate authorities for possible prosecution, and
will investigate and address as appropriate, non-criminal
violations.
B. Conflicts of Interest
Generally, a conflict of interest occurs when an employee’s
or an employee’s family or personal interest interferes
with, has the potential to interfere with, or appears
to interfere with the interests or business of the Company.
A conflict of interest can occur or appear to occur in
a wide variety of situations including those described
below. Any conflict or potential conflict must be disclosed
to the Company in advance of the transaction or situation
involving the conflict.
1. Personal Interest in a Transaction
Employees
have an obligation to conduct business within guidelines
that prohibit actual or potential conflicts of interest.
This policy establishes only the framework within which
the Company wishes the business to operate. The purpose
of these guidelines is to provide general direction so
that employees can seek further clarification on issues
related to the subject of acceptable standards of operation.
Contact the Chief Compliance Officer for more information
or questions about conflicts of interest.
An
actual or potential conflict of interest occurs when
an employee
is in a position to influence a decision that
may result in a personal gain for that employee or for
a relative as a result of the Company’s business
dealings or in a situation making it difficult for the
employee to perform their duties. For the purposes of
this policy, a relative is any person who is related
by blood
or marriage, or whose relationship with the employee
is similar to that of persons who are related by blood
or
marriage.
No "presumption
of guilt" is created
by the mere existence of a relationship with outside
firms. However,
if employees have any influence on transactions such
as purchases, contracts, or leases, it is imperative
that
the employee discloses such actual or potential conflicts
to the Chief Compliance Officer or the property compliance
officer as soon as possible so that safeguards can
be established to protect all parties.
Personal
gain may result not only in cases where an
employee or relative has a significant ownership
in a firm with
which the Company does business, but also when an
employee or relative receives any kickback, bribe, substantial
gift, or special consideration as a result of any
transaction
or business dealings involving the Company. The receipt
of a gift in excess of $250 in value must be reported
to
the Chief Compliance Officer or a property compliance
officer.
2. Outside
Activities/Employment
An employee may hold a job with
another company as long as he or she notifies the Company
and satisfactorily performs his or her job responsibilities
with the Company. All employees will be judged by the
same performance standards and will be subject to the
Company's scheduling demands, regardless of any existing
outside work requirements.
If
the Company determines that an employee's outside work
interferes with performance
or the ability to
meet the requirements of the Company as they are
modified from time to time, the employee may be asked
to terminate
the outside employment if he or she wishes to remain
with the Company.
Any
outside activity, including employment, should not
reduce the time and attention
employees devote
to their corporate duties, should not adversely
affect the quality or quantity of their work, and should
not make use of Company equipment, facilities,
or
supplies,
or imply (without the Company’s approval) the
Company’s sponsorship or support. In addition,
under no circumstances are employees permitted to
compete with the Company or take for themselves or
their family
members’ business opportunities that belong
to the Company that are discovered or made available
by
virtue of their positions at the Company. Outside
employment will present a conflict of interest if
it has any adverse
impact on the Company.
3.
Civic/Political Activities
Employees are encouraged
to participate in civic, charitable or
political activities so long as such participation
does not reduce the time and attention
they are expected to devote to their company-related
duties. Such activities are to be conducted
in a manner that does not involve the Company
or its assets or facilities, and does not
create an appearance of Company involvement
or endorsement (except with written approval
of the Company).
4.
Loans to Employees
The Company will not make
loans or extend credit to or for the personal benefit
of officers or directors, except as permitted by
law. Loans or guarantees may be extended to other
employees only with Audit Committee approval. For
clarity, the advancement of funds for approved Company
business, such as travel advances, is permitted.
C.
Proper Use of Company Assets
Company assets, such as
information, materials, supplies, intellectual property,
facilities, software, and other assets owned or leased
by the Company, or that are otherwise in the Company’s
possession, may be used only for legitimate business
purposes. The personal use of Company assets, without
Company approval, is prohibited.
D.
Delegation of Authority
Each employee, and particularly
each of the Company’s officers, must exercise
due care to ensure that any delegation of authority
is reasonable and appropriate in scope, and includes
appropriate and continuous monitoring.
E.
Handling Confidential Information and Public Communication
Employees should observe
the confidentiality of information that they acquire
by virtue of their positions at the Company, including
information concerning guests, marketing strategy,
technical information, suppliers, competitors, and
other employees, except where the Company approves
disclosure or the disclosure is otherwise legally
mandated. Special sensitivity is accorded to financial
information, which should be considered confidential
except where the Company approves disclosure, or
the disclosure is otherwise legally mandated. Some
employees may be required to sign a non-disclosure
agreement. Only designated employees may speak to
third parties, such as the media, on behalf of the
Company. The obligation to preserve the confidentiality
of Company information continues even after employment
or affiliation with the Company ends.
F.
Employees Who Handle or Have Access to Financial
Information
In addition to any other
applicable laws dealing with financial information,
financial reporting, internal accounting controls,
auditing matters or public disclosure, the Company
requires that any employees involved in financial
reporting, internal accounting controls, auditing
or public disclosure or with access to such information
follow the highest ethical standards, including the
following guidelines:
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