ACCOUNTING, INTERNAL ACCOUNTING CONTROLS AND AUDITING MATTERS
The Audit Committee of the Board of Directors of Telephone and Data Systems, Inc. is committed to having the Company comply with all applicable securities laws and regulations, accounting standards, accounting controls, and audit practices. In that regard, the Audit Committee has established procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by associates/employees of concerns regarding questionable accounting or auditing matters. A further explanation of such matters can be found in this Code, under the headings “Retention of Records, Recording Information and Protecting Company Funds” and “Use of Company Facilities, Equipment and Property”. Any associate/employee wishing to submit a report of the type contemplated in the procedures shall be free to do so without fear of dismissal or retaliation.
The term “questionable accounting or auditing matters” includes, without limitation, (i) fraud, deliberate error or misrepresentation in the preparation, evaluation, review or audit of any financial statement of the Company, (ii) fraud, deliberate error or misrepresentation in the recording and maintaining of financial records of the Company, (iii) deficiencies in or noncompliance with the Company's internal accounting controls, (iv) misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the Company's financial records, financial reports or audit reports, or (v) deviation from full and fair reporting of the Company's financial condition.
Complaints and reports arising under this procedure may be made in the same manner as other complaints and reports arising under the Code, as described below in the section captioned “Administration of the Code.” In addition such complaints and reports may be made directly to the Company's Ethics Line (800-589-3254), which is staffed by an independent outside service provider and to which calls may be made anonymously.
ADMINISTRATION OF THE CODE
In order for TDS to operate its various businesses according to the highest possible ethical standards, all associates/employees must take their responsibilities under this Code seriously, both with respect to their own personal conduct and that of their fellow associates/ employees. Violations of the standards and policies contained in the Code will subject the associate/employee to appropriate disciplinary actions, up to and including discharge. Therefore, every associate/employee must:
- Understand the policies and practices contained in the Code and observe them at all times.
- Bring any substantive questions related to the Code, or its applicability to a given situation, or any other relevant ethical question or concern, to the attention of management. This Code will provide guidance on many issues, but it does not cover all the situations with which associates/employees will be confronted.
- Report any violations of the Code as well as any perceived irregularities in ethics or accounting transactions that may not be specifically covered by its policies and standards.
The associate/employee should refer such ethical questions and concerns to his/her immediate supervisor for resolution. If for any reason the associate/employee chooses not to do so, the associate/employee may refer the matter to his/her unit head, Human Resources Representative, Vice President of Human Resources, the Vice President - Internal Audit, the President and CEO of TDS, or the Audit Committee∗ of the TDS Board of Directors. No waiver of any provision of the Code may be authorized by anyone unless such waiver is made in writing by one of the officers listed in the previous sentence (or as otherwise expressly provided in the Code) and is immediately copied to the Audit Committee of the TDS Board of Directors. No waiver of the Accounting, Internal Controls and Accounting matters sections of this Code may be authorized by anyone except the TDS Board of Directors acting as group. Associates/employees may also report concerns or questions concerning possible violations of the Code to the Company's Ethics Line at 800-589-3254. Such reports may be made anonymously, but should contain sufficient information to allow the Company to take appropriate action.
Company management is committed to administering the Code fairly, objectively, and conscientiously. Hence, the identity of associates/employees about whom or against whom an alleged violation of the Code has been made will remain confidential unless or until it has been determined that a violation has occurred that requires disciplinary action. At such time, the information will only be released on a “need-to-know” basis.
The identity of associates/employees reporting a possible violation of the Code will also remain confidential. Further, such associates/employees will be protected from possible reprisals. Any associate/employee who has initiated or encouraged reprisal action against an associate/employee who reports known or suspected Code violations, will be subject to disciplinary action up to and including discharge.
To ensure that the Code and its enforcement receive appropriate ongoing attention from Company management:
- Each TDS operation will undertake various activities to ensure compliance with the Code, to include:
- Requiring all new associates/employees to read the Code and complete an online Acknowledgment Form, as a condition of employment.
- Requiring from time to time that all current associates/employees re-read the Code and complete an online Acknowledgment Form when there are revisions to the Code, or as management determines is necessary to help ensure that associates/employees remain knowledgeable of the Code's standards and policies.
- Ensuring that all actual or alleged violations of the Code have been thoroughly reviewed and that appropriate action has been taken.
- The TDS Vice President of Human Resources and the Internal Auditing Department will periodically remind all TDS operations of their responsibilities with respect to the Code.
- The Internal Auditing Department, under the direction of the Audit Committee of the TDS Board of Directors, will periodically monitor compliance with the Code.
The Audit Committee of the TDS Board of Directors will annually review the Internal Auditing Department's monitoring activities in connection with the Code. The Committee will also review any other material Code-related activities that occurred during the year, including any significant events concerning the standards and policies it contains. Its findings will be reported to the TDS Board of Directors.
* Information for contacting the Audit Committee members is available by calling the Ethics Line at 800-589-3254.