PACR » Topics » Relationships and Conflicts of Interest

This excerpt taken from the PACR 10-K filed Feb 17, 2009.

Relationships and Conflicts of Interest

You are expected to make decisions in Pacer’s best interests, and not for personal gain. Neither you nor any member of your immediate family should acquire a financial interest in, or accept employment by, an entity doing business with a Pacer company if the interest or employment would conflict with the performance of your duties. You should also avoid any other personal activity, investment or association which could appear to conflict with good judgment concerning Pacer’s best interests and your personal interest. For example, there is a likely conflict of interest if you:


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cause Pacer to engage in business transactions with relatives, friends or businesses that you own or control;



hold outside employment that is incompatible with your position with Pacer;



have more than a modest financial interest in Pacer’s suppliers, customers or competitors;



receive a loan, or guarantee of obligations, from a third party as a result of your position at Pacer; or



compete, or prepare to compete, with Pacer while still employed by Pacer.

Pacer’s policy against conflicts of interest may prevent employment of members of your family or household if it would potentially create supervision, safety or security issues or cause morale problems. You are prohibited from taking for yourself business opportunities discovered as a result of your position with Pacer. All such opportunities belong to Pacer and may not be used by you for personal gain unless first offered to Pacer and rejected by it.

Neither you nor your immediate family members may accept gifts or favors that create any obligation – either stated or implied – to a competitor, supplier or customer. Gifts should not be accepted from such companies or their agents unless the gift either has been previously approved in writing by a supervisor or is of only modest value (e.g., tee shirts, caps, dinners, entertainment, etc.). Furthermore, you should not solicit suppliers for special or personal treatment, such as discounted services, free goods or similar favors for your or your family’s personal benefit.

You may not offer any gift or favor to any employee – or a member of the immediate family of an employee – of a competitor, supplier or customer if the gift or favor might place the recipient under any obligation to either to you as the person making the gift or to a Pacer company.

Kickbacks, bribes, rebates or other forms of illegal consideration are never acceptable, and must never be either given or accepted by anyone acting on behalf of a Pacer company. When dealing with government agencies, you should be make sure to comply with any special agency rules limiting or prohibiting gifts or other favors.

The appearance of a conflict of interest can be as damaging to Pacer as an actual conflict. You should conduct yourself at all times so as to avoid apparent conflicts. You should immediately disclose to your supervisor or the human resources department any material transaction or relationship that you believe has created or may create a conflict of interest.

Members of Pacer’s board of directors are expected to disclose to their fellow directors any personal interest they may have in a transaction upon which the Board passes or other conflict of interest and not to participate in any decision in which there is a conflict between their personal interests and Pacer’s interests.

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