-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SwHE7lauDonnayqk1orDhKfCtBpufwnBzY4JylqMo6rvyIQhRN5qMVPv+2QoM9kr 68gKLcnRTS7evMnDvzhQLg== 0000910612-06-000045.txt : 20060214 0000910612-06-000045.hdr.sgml : 20060214 20060214152933 ACCESSION NUMBER: 0000910612-06-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060208 ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CBL & ASSOCIATES PROPERTIES INC CENTRAL INDEX KEY: 0000910612 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621545718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12494 FILM NUMBER: 06614112 BUSINESS ADDRESS: STREET 1: 2030 HAMILTON PLACE BVLD, SUITE 500 STREET 2: CBL CENTER CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4238550001 MAIL ADDRESS: STREET 1: 2030 HAMILTON PLACE BVLD, SUITE 500 STREET 2: CBL CENTER CITY: CHATTANOOGA STATE: TN ZIP: 37421 8-K 1 form8k.txt FORM 8-K CODE OF CONDUCT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 8, 2006 CBL & ASSOCIATES PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 1-12494 62-154718 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification No.) Suite 500, 2030 Hamilton Place Blvd, Chattanooga, TN 37421 (Address of principal executive office, including zip code) (423) 855-0001 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics On February 8, 2006, the board of directors of CBL & Associates Properties, Inc. (the "Company") adopted an amendment to the Company's code of business conduct and ethics (the "Code") to include an express statement of the general prohibition that already existed under the Code against loans to, or guarantees of obligations of, employees, officers, directors and their family members. The amendment is set forth as Section F to Article I of the Code, which is attached as Exhibit 14.1. Item 7.01 Regulation FD Disclosure On February 8, 2006, the Company's board of directors adopted, based on the recommendation of its Nominating/Corporate Governance Committee, additional policy statements that appear in Article XI of the Company's Guidelines On Corporate Governance (the "Guidelines"). The amended Guidelines are attached to this Form 8-K as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired Not applicable (b) Pro Forma Financial Information Not applicable (c) Exhibits Exhibit Number Description 14.1 First Amendment To Amended And Restated Code Of Business Conduct And Ethics Of CBL & Associates Properties, Inc., CBL & Associates Management, Inc. And Their Affiliates 99.1 Amended and Restated CBL & Associates Properties, Inc. Guidelines On Corporate Governance SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CBL & ASSOCIATES PROPERTIES, INC. /s/ John N. Foy -------------------------------------- John N. Foy Vice Chairman, Chief Financial Officer and Treasurer (Authorized Officer of the Registrant, Principal Financial Officer and Principal Accounting Officer) Date: February 14, 2006 EX-14 2 exhibit141.txt EXHIBIT 14.1 CODE OF ETHICS Exhibit 14.1 FIRST AMENDMENT TO AMENDED AND RESTATED CODE OF BUSINESS CONDUCT AND ETHICS OF CBL & ASSOCIATES PROPERTIES, INC., CBL & ASSOCIATES MANAGEMENT, INC. AND THEIR AFFILIATES EFFECTIVE DATE: February 3, 2004; First Amendment, February 8, 2006 - -------------- INTRODUCTION This Code, as defined below, was adopted as of February 3, 2004 and has now been amended as of February 8, 2006 by this First Amendment to provide a clear statement as to the prohibition on loans to or guarantees of obligations of employees, officers, directors and family members. Such loans and guarantees have been generally prohibited by the Code since its inception but the Company's counsel had advised a clarifying statement to remove any vagueness as to that prohibition. The First Amendment is to add Section F to Article I of the Code and it is included herein. CBL & Associates Properties, Inc. and CBL & Associates Management, Inc. and all of their respective subsidiaries and affiliates (hereinafter referred to collectively as the "Company") expect that directors, officers and employees will conduct themselves ethically and properly as a matter of course and comply with the guidelines set forth below. This Amended and Restated Code of Business Conduct and Ethics as amended by the First Amendment (the "Code") exists to provide the Company's directors, officers, employees, shareholders, suppliers and members of the general public with an official statement as to how the Company conducts itself internally and in the marketplace and certain standards that the Company shall require of its directors, officers, employees and suppliers. This Code amends and restates the "Code of Conduct of CBL & Associates Properties, Inc. and its Affiliates" that has been in place prior to the effective date set forth just above. This Code is intended to comply with the requirements of the Sarbanes-Oxley Act of 2002 and the rules of the New York Stock Exchange. The Company's Compliance Officer is currently Ben S. Landress and the term "Compliance Officer", as used in this Code refers to the Company's current Compliance Officer and any subsequent person appointed to that office. 1 PURPOSE This Code is intended to provide a codification of standards that is reasonably designed to deter wrongdoing and to promote the following: o Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o 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 made by the Company; o Compliance with applicable governmental laws, rules and regulations; o The prompt internal reporting to an appropriate person or persons identified in this Code for violations of this Code; and o Accountability for adherence to this Code. SCOPE This Code applies to the Company's Chief Executive Officer, Chief Financial Officer, Controller and persons performing similar functions as well as to all directors, officers and employees of the Company. (As used herein, the term "employees" shall be deemed to include all directors, officers and employees of the Company unless specifically stated otherwise or unless the context clearly indicates otherwise). The Company has previously adopted certain policies covering management-level employees, officers and directors and other employees (such as an unlawful harassment policy, cost-containment policy and policy on employee conduct and work rules), and, unless specifically stated otherwise, this Code should not be deemed as modifying those previously-adopted policies. POLICY PROVISIONS Under this Code all directors, officers and employees are expected to conduct business for the Company in the full spirit of honest and lawful behavior and shall not cause another director, officer, employee or non-employee to act otherwise, either through inducement or coercion. I. Conflicts of Interest and Other Matters Conflicts of interest may arise when an employee's position or responsibilities with the Company present an opportunity for personal gain apart from the normal compensation provided through employment. The following guidelines are provided: 2 A. Protection and Proper Use of Company Funds and Assets The assets of the Company are much more than its portfolio of properties, facilities, equipment, corporate funds and computer systems. They include technologies and concepts, business strategies and plans, as well as information about its business. These assets may not be improperly used and/or used to provide personal benefits for employees. In addition, employees may not provide outside persons with access to assets of the Company for the employee's personal gain or in such a manner as to be detrimental to the Company. Employees should protect the Company's assets and ensure their efficient and proper use. Theft, carelessness and waste have a direct impact on the Company's profitability. All Company assets should be used for legitimate business purposes. B. Confidential Information As part of an employee's job, he/she may have access to confidential information about the Company, its tenants, employees, agents, contractors, retailers, customers, suppliers and competitors. Unless released to the public by management, this information should not be disclosed to fellow employees who did not have a business need to know or to non-employees for any reason, except in accordance with established corporate procedures. Confidential information of this sort includes, but is not limited to information or data on services, operations, business strategies and growth, business relationships, tenant negotiations, corporate manuals, processes, systems, procedures, financial information, etc. C. Outside Financial Interests Influencing an Employee's Decisions or Actions Employees should avoid any outside financial interest that might influence their decisions or actions on matters involving the Company or its businesses or property. Such interests include, among other things: (i) a personal or immediate family interest in an enterprise that has business relations with the Company; or (ii) an enterprise or contract with a supplier, service-provider or any other company or entity where the employee or a member of the immediate family of the employee is a principal or financial beneficiary other than as an employee. All such interests should be disclosed by the employee to the Company's Compliance Officer. D. Outside Activities Having Negative Impact On Job Performance Employees should avoid outside employment or activities that would have a negative impact on their job performance with the Company, or which are likely to conflict with their job or their obligations to the Company. E. Business Opportunities; Competitive Interests; Corporate Opportunities 3 No employee may enter into any contract or arrangement, or own any interest or be a director, officer, consultant or attorney in or for an entity which enters into any contract or arrangement (except for the ownership of non-controlling interests in publicly traded entities) with the Company, or any entity in which the Company may serve as a general partner or managing agent, for the providing of services to the Company to the above-described entities related to or affiliated with the Company or for the occupancy of space in retail projects owned or managed by the Company or by the above-described entities related to or affiliated with the Company unless and until the material facts as to the relationship or interest and the contract or transaction are fully disclosed to the Company's Compliance Officer and, if approved by the Company as required and in the manner set forth in the Company's Amended and Restated Bylaws then currently in effect, the Company's Compliance Officer shall provide written confirmation of the approval of said contract or transaction except in those situations specifically approved by the Company's Board of Directors, pursuant to previously-adopted polices of the Company on those matters. Except for interests owned prior to the date of issuance of this Code and as disclosed to the Company's Compliance Officer in writing and except for development efforts exerted on behalf of the Company or projects in which the Company may own an interest, no employee may develop retail shopping centers or retail facilities in the continental United States, own or acquire interests in retail shopping centers or retail facilities in the continental United States, own or acquire an interest in any entity that owns or develops retail shopping centers or retail facilities in the continental United States (except for non-controlling interests in publicly-traded entities) while an employee of the Company unless and until the material facts as to the relationship or interest and the development activity are fully disclosed to the Company's Compliance Officer and, if approved by the Company, the Company's Compliance Officer shall provide written confirmation of the approval of said activities. This policy statement shall not modify, alter or otherwise affect the previously-adopted policy on such matters relative to certain management level employees and directors of the Company or any non-competition covenant that may be applicable to an employee and the Company as set forth in any employment agreement(s) that may exist between the Company and the employee. Employees owe a duty to the Company to advance its legitimate interests when the opportunity arises to do so. Employees should refrain from and shall be prohibited from (i) taking for themselves or for their personal benefit opportunities that could advance the interests of the Company or benefit the Company when such opportunities are discovered through the use of Company property, information or position; (ii) using Company property, information or position for personal gain; or (iii) competing with the Company. F. Loans and Guarantees of Indebtedness Loans to, or guarantees of obligations of, employees, officers, directors and their family members may create conflicts of interest, and generally should be avoided. In addition, the Company specifically prohibits direct or indirect personal loans to executive officers and directors to the extent prohibited by applicable law and stock exchange regulations. 4 II. Dealing With Suppliers, Customers, Tenants, Other Employees The Company obtains and keeps its business because of the quality of its operations and services. Conducting business, however, with tenants, other employees, suppliers and customers can pose ethical or even legal problems. The following guidelines are intended to help all employees make the appropriate decision in potentially difficult situations: A. Kickbacks and Rebates Purchases or sales of goods and services, landlord-tenant relationships or employer-employee relationships must not lead to employees or their families receiving personal kickbacks, rebates or other payments regardless of form, whether in money, property or services. B. Gifts No employee of the Company may either give or receive a gift to or from any business or any business related person or entity whose value exceeds $50.00. Reasonable expenses incurred by an employee for entertaining potential tenants or business contacts in the ordinary course of business shall not be considered a gift under the provisions contained in this section. The Company recognizes that officers and directors of the Company may, from time to time, give or receive gifts in excess of the stated $50 threshold that are customary and reasonable in the context of good business practices. Unsolicited gifts given or received by directors and officers of the Company of the level of vice-president or higher, as holiday gifts or gifts in the nature of receptions, dinners or charitable donations in honor of a director or such officer or a valued business associate, shall be an exception to this policy as long as said items are reasonable and do not involve lavish expenditures; provided, however, any director or such officer who gives or receives a gift in excess of the $50 threshold shall be required to notify the Company's Compliance Officer of the giving or receipt of such gift. Directors and officers should use good business judgment in giving or accepting such gifts and should refuse same if it is clear that the gift is in return for or in anticipation of an unfair or unreasonable advantage to the giver that may be detrimental or inappropriate to the Company. Other exceptions to this policy may be allowed under specific circumstances. To establish an exception to the Company's gift policy, an employee shall submit a written request to the employee's department head. Upon approval of the department head, the written request and accompanying approval shall be sent to the Company's Compliance Officer for final approval. 5 C. Travel and Entertainment Expenses The Company policy on travel and entertainment expenses is set forth in the Company's Policies and Procedures, as same may be amended or supplemented from time to time. That policy, as may be amended or supplemented, is incorporated herein by reference. D. Relations with Government Personnel The Company will not offer, give or reimburse expenses for entertainment or gratuities (including transportation, meals at business meetings, tickets to sporting or other events, etc.) to government officials or employees who are prohibited from receiving such by applicable government regulations. E. Payments to Agents, Consultants, Distributors, Contractors Agreements with agents, sales representatives, distributors, contractors, and consultants should be in writing and should clearly and accurately set forth the services to be performed, the basis for earning the commission or fee involved, and the applicable rate or fee. Payments should be reasonable in amount and not excessive in light of the practice in the trade and commensurate with the value of services rendered. F. Payments to Countries Other Than Payee's Residence Requests by third parties for payment of fees or commissions to the payee's account in a country other than the payee's residence or place of business (sometimes call "split fees") may not be made. To do so may involve the Company in aiding or conspiring in the violation of tax, currency control or other laws applicable to the payee. G. Fair Dealing Each employee should endeavor to deal fairly with the Company's customers, suppliers, competitors and other employees. An employee should not take an unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. III. Books and Records False, misleading or artificial entries shall not be made in any reports, ledgers, books or records of the Company for any reason nor shall any misrepresentation be made regarding the content thereof. Such entry or representation may result in criminal and/or civil penalties to the Company and/or the employee. No employee may engage in an arrangement that in any way may be interpreted or construed as misstating or otherwise concealing the nature or purpose of any entries in the books and records of the Company. No payment or receipt on behalf of the Company may be approved or made with the intention or 6 understanding that any part of the payment or receipt is to be used for a purpose other than that described in the documents supporting the transaction. "Slush funds" or similar funds or accounts where no accounting for receipts or expenditures is made on the Company's books are strictly prohibited. IV. Competitive Practices In business, it is inevitable that the Company and its competitors will meet and talk from time to time. This is neither against the law nor to be avoided. What will not be tolerated, is collaboration with competitors in violation of the law on such things as pricing, production, marketing, inventories, product development, sales territories and goals, market studies and proprietary or confidential information. As a vigorous competitor in the marketplace, the Company seeks economic knowledge about its competitors, however, it will not engage in illegal acts to acquire a competitor's trade secrets, customer lists, plans for future real estate development projects, financial data, information about company facilities, technical developments or operations. V. Political Activities & Contributions The Company encourages each of its employees to be good citizens and to fully participate in the political process. Employees should, however, be aware that: (1) federal law and the statutes of some states in the U.S. prohibit the Company from contributing, directly or indirectly, to political candidates, political parties or party officials; and (2) employees who participate in partisan political activities must make every effort to ensure that they do not leave the impression that they speak or act for the Company. VI. Equal Employment Opportunity The Company is an Equal Opportunity Employer as a matter of law, conduct and good business practice. No employee may discriminate against another employee or prospective employee or make disparaging comments or criticisms on the basis of race, color, creed, sex, national origin, age, disability, or veteran's status. Such practices must be avoided in daily work as well as in personnel actions--hiring, transfer, discipline, promotion, pay action and terminations. In addition to the above-stated prohibitions, sexual harassment will not be tolerated. VII. Compliance with Laws, Rules and Regulations The Company proactively promotes the full compliance by all employees of applicable laws, rules and regulations of any governmental unit, agency or divisions thereof and the rules and regulations of the New York Stock Exchange and/or any exchange upon which the Company's stock may be traded. The Company has adopted and will enforce its policies regarding an employee's trading in the stock of the Company based on inside information and will require employees to 7 abide by such policy as well as provisions of applicable law on trading on inside information and all employees of the Company are directed to refrain from trading in the Company's stock based on inside information. The Company will require its employees to abide by applicable law and the Company's procedures with respect to "blackouts" (periods of time within which all or some cross-section of the Company's employees will be prevented from trading in the Company's stock). The Company will require its employees to abide by applicable law and the Company's policies with respect to disclosures of material non-public information (Regulation FD). VIII. Protection of Employees from Reprisal for Whistleblowing ("Whistleblowing Policy") A. Purpose To encourage employees to report Alleged Wrongful Conduct. To prohibit supervisory personnel from taking Adverse Personnel Action against a Company employee as a result of the employee's good faith disclosure of Alleged Wrongful Conduct to a Designated Company Officer or Director or to the Company's Audit Committee. An employee who discloses and subsequently suffers an Adverse Personnel Action as a result is subject to the protection of this Whistleblowing Policy. B. Applicability All employees of the Company and its affiliated entities who disclose Alleged Wrongful Conduct, as defined in this Whistleblowing Policy, and, who, as a result of the disclosure, are subject to an Adverse Personnel Action. C. Whistleblowing Policy All employees of the Company are encouraged to promptly report Alleged Wrongful Conduct. No Adverse Personnel Action may be taken against a Company employee in Knowing Retaliation for any lawful disclosure of information to a Designated Company Officer or Director or to the Company's Audit Committee, which information the employee in good faith believes evidences: (i) a violation of any law, (ii) fraudulent or criminal conduct or activities, (iii) questionable accounting or auditing matters; (iv) gross misappropriation of Company funds; (v) violations of provisions of this Code (such matters being collectively referred to herein as "Alleged Wrongful Conduct"). No supervisor, officer, director, department head, or any other employee with authority to make or materially influence significant personnel decisions shall take or recommend an Adverse Personnel Action against an employee in Knowing Retaliation for disclosing Alleged Wrongful Conduct to a Designated Company Officer or Director or to the Company's Audit Committee. 8 D. Definitions In addition to other terms as defined above, the terms set forth on Exhibit A attached hereto shall have the meanings corresponding thereto for purposes of this Whistleblowing Policy. E. Making A Disclosure An employee who becomes aware of Alleged Wrongful Conduct is encouraged to make a disclosure to any Designated Company Officer or Director or to the Company's Audit Committee as soon as possible, but in any case must make the disclosure no later than 365 consecutive calendar days after becoming aware of the Alleged Wrongful Conduct. In order to allow the Company an opportunity to investigate Alleged Wrongful Conduct and to take necessary internal corrective action, employees are encouraged to report in writing a disclosure of Alleged Wrongful Conduct to a Designated Company Officer or Director or to the Company's Audit Committee. F. Legitimate Employment Action This Whistleblowing Policy may not be used as a defense by an employee against whom an Adverse Personnel Action has been taken for legitimate reasons or cause. It shall not be a violation of this Whistleblowing Policy to take Adverse Personnel Action against an employee whose conduct or performance warrants that action separate and apart from the employee making a disclosure. G. Whistleblowing Statutes An employee's protections under this Whistleblowing Policy are in addition to any protections such employee may have pursuant to any applicable state or federal law and this Whistleblowing Policy shall not be construed as limiting any of such protections. IX. Audit Committee Procedures - Receipt, Retention and Treatment of Complaints Regarding Accounting, Internal Accounting Controls or Auditing Matters Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the Company's Audit Committee has established the following procedures for the receipt, retention and treatment of complaints by Company employees regarding the Company's accounting, internal accounting controls or auditing matters. A. Purpose To promote and encourage employees of the Company to report complaints, problems or questionable practices relative to accounting, internal accounting controls or auditing matters (collectively referred to herein as "Accounting Concerns"). 9 B. Applicability All employees of the Company. C. Procedures Any Company employee who has, knows of or has reason to know or suspect the existence of any Accounting Concern is encouraged to promptly report such Accounting Concern, dated and in writing, to the Company's Compliance Officer and the Audit Committee at the following address: Compliance Officer CBL & Associates Properties, Inc. c/o Administrative Assistant to the Compliance Officer 2030 Hamilton Place Boulevard CBL Center, Suite 500 Chattanooga, Tennessee 37421 with a copy to: Chairman of the Audit Committee CBL & Associates Properties, Inc. 2030 Hamilton Place Boulevard CBL Center, Suite 500 Chattanooga, Tennessee 37421 Submissions by Company employees of Accounting Concerns may be signed by the employee or may be anonymous. Submissions by Company employees of Accounting Concerns should be sufficiently detailed so as to provide the necessary information to the Company's Audit Committee as to the nature of the Accounting Concern, the violation or potential violation of any federal or state law or regulation or the nature of any questionable accounting or auditing practice or matter. Company employees are encouraged to include as much factual data as possible in any submissions of Accounting Concerns and Company employees shall not utilize the submission of an Accounting Concern for the sole purpose of harassing another Company employee or officer. Submissions by Company employees of Accounting Concerns shall be copied by the Compliance Officer's Administrative Assistant and retained in a file entitled "Accounting Concerns Report File" to be located outside of the Company's Accounting Department and a copy of each submission shall be promptly delivered to the Chairman of the Audit Committee and to the Company's Compliance Officer. 10 The Chairman of the Audit Committee shall review and investigate or cause to be investigated each submission by Company employees of Accounting Concerns that suggests any violation of Company policies, violation of any federal or state laws or regulations or any questionable accounting or auditing practice or matter. The Chairman of the Audit Committee may utilize the services of the Company's outside legal counsel in any such investigations. In the event the Chairman of the Audit Committee shall determine that any Accounting Concern is of sufficient veracity and significance so as to mandate any action by the Company, the Chairman of the Audit Committee shall report the Accounting Concern to the Audit Committee and, if necessary, to the Company's Board of Directors with a recommendation as to specific action to be taken. In extreme cases where an Accounting Concern has been reported that involves a violation or potential violation of federal or state laws or regulations and the Chairman of the Audit Committee has determined that such report is accurate or that sufficient evidence exists to create a significant concern as to whether such violation has occurred or will occur, the Audit Committee Chairman may report such Accounting Concern to the appropriate governmental authority. D. Protections Company employees who may submit reports of Accounting Concerns shall be entitled to the protection of the Whistleblowing Policy set forth above. X. Public Company Reporting As a public company, it is of critical importance that the Company's filings with the SEC and other public disclosures of information be complete, fair, accurate, timely and understandable. An employee, officer or director of the Company may be called upon to provide necessary information to ensure that the Company's public reports are complete, fair, accurate and understandable. The Company expects each Company employee, officer and director to take this responsibility very seriously and to provide prompt, complete, fair, accurate and understandable responses to inquiries with respect to the Company's public disclosure requirements. With respect to the Company's employees, officers and directors who may be participating in the preparation of reports, information, press releases, forms or other information to be publicly disclosed through filings with the SEC or as mandated by the SEC, such employees, officers and directors are expected to use their diligent efforts to ensure that such reports, press releases, forms or other information are complete, fair, accurate, timely and understandable. XI. Compliance and Discipline All employees of the Company are required to fully comply with this Code. Employees are expected to report violations of this Code and assist the Company, 11 when necessary, in investigating violations. All department heads, managers and supervisors are charged with the responsibility of supervising their employees in accordance with this Code. Failure to comply with this Code will result in disciplinary action that may include suspension, termination, referral for criminal prosecution and/or reimbursement to the Company for any losses or damages resulting from the violation. The Company reserves the right to immediately terminate any employee for a single violation of this Code. All employees of the Company may be asked from time to time to reaffirm their understanding of and willingness to comply with the above Code by signing an appropriate certificate (see Appendix A). 12 ADMINISTRATION AND WAIVER This Code can be found on the Company's Internet web site at http://www.cblproperties.com. Any change to this Code shall be disclosed to the public on the Company's web site promptly after the change is made, within the timeframe required by applicable rules of the SEC and the New York Stock Exchange. Any waiver, interpretation or other administration of this Code may only be implemented by the Company's Board of Directors or by the Nominating/Corporate Governance Committee of the Board. Any waiver of this Code for directors and/or executive officers of the level of senior vice president or above may only be granted by the Company's Board of Directors or by the Audit Committee of the Board. Any waiver for other officers or employees may only be granted by the Compliance Officer. Provisions of this Code providing for approval of certain matters by the Company's Compliance Officer or in the manner set forth in the Company's Amended and Restated Bylaws or pursuant to previously adopted policies of the Company, shall not be deemed to constitute "waivers" of this Code for purposes of this paragraph. Any waiver of this Code for directors, executive officers of the level of senior vice president or above, the chief financial officer, the corporate controller, or persons performing similar functions shall be disclosed to the Company's shareholders and the public on the Company's web site promptly after the waiver is granted, within the timeframe required by applicable rules of the SEC and the New York Stock Exchange. NO EMPLOYMENT CONTRACT Nothing contained herein shall be construed as limiting the Company's right to immediately terminate an employee for any reason. This Code is provided as a guide for the benefit of the employees. It does not provide any guarantees of continued employment, nor does it constitute an employment contract between the Company and any employee. Every employee of the Company is an "at-will" employee. The Company reserve the right to change, alter or amend this Code at any time and from time to time without prior notice. Amended and Restated Code of Business Conduct and Ethics as amended by First Amendment CBL & Associates Properties, Inc., CBL & Associates Management, Inc. and Affiliates Adopted February 3, 2004; First Amendment Adopted February 8, 2006 Effective February 3, 2004; First Amendment effective February 8, 2006 Doc # 303576 v16 FINAL 13 APPENDIX A EMPLOYEE STATEMENT I acknowledge having received a copy of the Company's Amended and Restated Code of Business Conduct and Ethics. I have read it completely, I understand how the Code applies to me, I understand that this Code does not constitute an employment contract and I agree to fully comply with each of the provisions of this Code, including such changes to this Code as the Company may announce from time to time. I have reviewed with my department head or the Compliance Officer any matters concerning ownership or other activities which are required to be disclosed to the Company by this Code. Employee Name_____________________________________ Employee Signature__________________________________ Date________________________________________________ 14 EXHIBIT A DEFINED TERMS - WHISTLEBLOWING POLICY 1. "Adverse Personnel Action": an employment-related act or decision or a failure to take appropriate action by a supervisor or higher level authority which affects an employee negatively as follows: a. Termination of employment; b. Demotion; c. Suspension; d. Written reprimand; e. Retaliatory investigation; f. Decision not to promote; g. Receipt of an unwarranted performance rating; h. Withholding of appropriate salary adjustments; i. Elimination of the employees' position, absent an overall reduction in work force, reorganization, or a decrease in or lack of sufficient funding, monies, or work load; or j. Denial of awards, grants, leaves or benefits for which the employee is then eligible. 2. "Disclosure": oral or written report by an employee to a Designated Company Officer or Director or to the Company's Audit Committee of Alleged Wrongful Conduct. 3. "Knowing Retaliation": An Adverse Personnel Action taken by a supervisor or other authority against an employee where such employee's prior disclosure of Alleged Wrongful Conduct is a direct or indirect reason or basis for the Adverse Personnel Action. 4. "Designated Company Officer or Director": The Company's Compliance Officer, any executive officer of the Company of the level of Senior Vice President or above and any member of the Company's Board of Directors. 15 EX-99 3 exhibit991.txt EXHIBIT 99.1 GUIDELINES ON GOVERNANCE Exhibit 99.1 AMENDED AND RESTATED CBL & ASSOCIATES PROPERTIES, INC. GUIDELINES ON CORPORATE GOVERNANCE Upon the recommendation of its Nominating/Corporate Governance Committee, the Board of Directors (collectively, the "Board" and individually a "Director") of CBL & Associates Properties, Inc. (the "Company") adopted the following Guidelines on Corporate Governance by resolution dated February 3, 2004 as amended by the inclusion of Article XI Additional Policy Statements adopted by the Board by resolution dated February 8, 2006 upon the recommendation of the Nominating/Corporate Governance Committee. Following the adoption of the policy statements listed in Article XI, the Board determined to amend and restate these Guidelines on Corporate Governance and the Company's Amended and Restated Guidelines on Corporate Governance are as stated below. I. DIRECTOR QUALIFICATION STANDARDS A. Qualifications. The Company's Nominating/Corporate Governance Committee will review the requisite qualifications for new Directors. This assessment will include any Director's qualification as "independent" (under the Company's Independence Standards for Directors established by the Board) as well as consideration of a Director's background, diversity, professional skills and business experience, reputation for personal integrity, and ability to devote sufficient time to Board service, as well as the Company's needs for particular skills, insight and/or talents. The Company's Nominating/Corporate Governance Committee has recommended and the Board has approved a set of uniform Independence Standards which meets applicable requirements of the Securities and Exchange Commission ("SEC") and the New York Stock Exchange ("NYSE") to be used in making the "independence" determinations called for in the preceding sentence and those Independence Standards are attached to these Guidelines on Corporate Governance as Exhibit A. B. Independence. The Board will have a majority of Directors who meet the criteria for "independence" established by the Independence Standards attached hereto as Exhibit A. C. Selection. Nominees for directorship will be recommended to the Board by the Nominating/Corporate Governance Committee and shall stand for election pursuant to the Company's Certificate of Incorporation and By-Laws. II. DIRECTOR RESPONSIBILITIES The business and affairs of the Company shall be managed under the direction of the Board. The basic responsibility of the Board is to exercise business judgement to promote the best interests of the Company and its shareholders in terms of corporate governance, fiduciary responsibilities, compliance with applicable laws and regulations, and the maintenance of accounting, financial, disclosure and other controls and optimizing shareholder value over the long term. AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES CBL & ASSOCIATES PROPERTIES, INC ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006 EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006 DOC # 303508 V11 FINAL 1 The Board of Directors shall hold regularly scheduled meetings during each fiscal year of the Company. Directors are expected to attend all meetings and to spend the time needed to prepare for meetings, including reviewing prior to the meetings all written meeting materials distributed to them in advance. The Company will distribute written materials to each of the Directors for use at each regularly scheduled Board meeting sufficiently in advance of each such meeting to provide an opportunity for meaningful review. All Directors are expected to attend the Company's Annual Meeting of Shareholders unless they are prevented from attending due to scheduling conflicts or important personal or business reasons; provided, however, it is the Company's policy that a majority of the Directors (including a majority of the Company's Independent Directors) attend each annual meeting of Shareholders. III. DIRECTOR ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS Directors shall have full access to executive officers of the Company, the Company's independent counsel, the Company's in-house counsel and any other advisors the Board or any Director deems necessary or appropriate. It is assumed that each Director will use appropriate judgment to ensure that any contacts with Company personnel, unless necessary, will not create significant distraction to the business operations of the Company. Additionally, the Board from time to time may invite independent advisors or selected Company officers or employees to attend any Board meetings where: (a) such individuals can provide additional insight into the items being discussed, by reason of professional expertise, involvement in the Company's operations, or otherwise, (b) such Company officers or employees are individuals with future potential that management believes should be given exposure to the Board, or (c) the attendance of such individuals is otherwise deemed to be beneficial by the Board. IV. DIRECTOR COMPENSATION The compensation of directors will be periodically reviewed by the Company's Compensation Committee, which shall make recommendations to the Board. Decisions concerning Director compensation may be made in light of the individual Director's duties and committee assignments, as well as customary practices for similarly situated companies. Such compensation should consist of an appropriate mix of cash and the encouragement of equity ownership by Directors. Fees paid to Directors are stated in the Company's annual proxy statement for each fiscal year of the Company. AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES CBL & ASSOCIATES PROPERTIES, INC ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006 EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006 DOC # 303508 V11 FINAL 2 V. DIRECTOR ORIENTATION AND CONTINUING EDUCATION The Board or the Company will establish appropriate orientation programs, sessions or materials for newly-elected directors of the Company prior to or shortly after their election to the Board. The Board or the Company will encourage, but not require, directors, at the Company's expense, to periodically pursue or obtain appropriate programs, sessions or materials as to the responsibilities of directors of publicly-traded companies. VI. MANAGEMENT SUCCESSION The CEO shall develop a management succession plan to ensure continuity in the Company's senior management. This plan shall be reviewed by the Board on a periodic basis and shall address: o emergency CEO succession; o CEO succession in the ordinary course of business and events; and o succession for the other members of the Company's senior management. The plan shall also include an assessment of senior management experience, performance, skills and career paths. VII. CEO PERFORMANCE AND EVALUATION As set forth in its Charter, the Compensation Committee will annually review corporate goals and objectives relevant to the compensation of the CEO, evaluate the performance of the CEO in light of such goals and objectives, and determine the compensation of the CEO based upon such evaluation. VIII. ANNUAL PERFORMANCE EVALUATION OF THE BOARD At least annually, the Board shall conduct a self-evaluation to determine whether it and its committees are functioning effectively. IX. COMMITTEES OF THE BOARD A. General. The Board will at all times have an Executive Committee, a Compensation Committee, an Audit Committee and a Nominating/Corporate Governance Committee. All members of the Compensation Committee, the Audit Committee and the Nominating/Corporate Governance Committee shall be "independent" under the criteria established by the NYSE (and, in case of the Audit Committee, each member shall meet applicable additional independence requirements and financial literacy and experience requirements). The Board may from time to time establish additional committees as necessary or appropriate. Committee members will be appointed by the Board. Each of the AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES CBL & ASSOCIATES PROPERTIES, INC ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006 EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006 DOC # 303508 V11 FINAL 3 Compensation Committee, Audit Committee and the Nominating/Corporate Governance Committee shall have its own separate written charter. These committee charters shall be made available for public inspection on the Company's website at: "www.cblproperties.com". B. Duties and Responsibilities of the Committees. 1. Executive Committee. The Executive Committee shall have such authority as shall be delegated by the Board and shall advise the Board from time to time with respect to such matters as the Board shall direct. 2. Compensation Committee. The primary purposes of the Compensation Committee are to (i) assist the Board in discharging its responsibilities regarding all matters related to the compensation of the executive officers of the Company; (ii) administer the Company's Stock Incentive Plan; (iii) prepare a written report on executive compensation for inclusion in the Company's annual proxy statement issued in conjunction with the Company's annual shareholders' meeting; and (iv) otherwise fulfill its responsibilities. The Compensation Committee shall have the powers and responsibilities set forth in its Charter (which is available on the Company's website at "www.cblproperties.com"). 3. Audit Committee. The Audit Committee shall fulfill its responsibilities and shall provide assistance to the Board in fulfilling the Board's responsibilities relating to (i) the Company's accounting and procedures; (ii) the Company's financial reporting and disclosure practices; and (iii) the quality and integrity of the Company's financial reports. The Audit Committee has the powers and responsibilities set forth in its Charter (which is available on the Company's website at "www.cblproperties.com"). 4. Nominating/Corporate Governance Committee. The primary purposes of the Nominating/Corporate Governance Committee are to assist the Board by: (i) identifying persons qualified to become Board members and recommending for selection by the Board the director nominees for each annual shareholders' meeting; (ii) recommending to the Board the standards to be employed for evaluating the independence of potential director nominees where applicable; and (iii) further developing and recommending to the Board any revisions to the set of corporate governance policies and procedures applicable to the Company. The Nominating/Corporate Governance Committee shall have the powers and responsibilities set forth in its Charter (which is available on the Company's website at "www.cblproperties.com"). X. DISCLOSURE OF GUIDELINES These Guidelines on Corporate Governance will be made available for public inspection on the Company's website at "www.cblproperties.com". AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES CBL & ASSOCIATES PROPERTIES, INC ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006 EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006 DOC # 303508 V11 FINAL 4 XI. ADDITIONAL POLICY STATEMENTS Limitation on Other Board Participation It shall be the policy of the Company that a director, while serving as a member of the Board of Directors of the Company, shall refrain from accepting to serve and/or serving on the board of directors of more than four (4) companies (in addition to service on the Company's board) whose stock and/or securities are publicly traded. Effective date: January 1, 2006. Minimum Stock Ownership for Non-Employee Directors It shall be the policy of the Company that a non-employee director (a director that is not an executive officer or employee of the Company) of the Company, shall within five (5) years of the later of (i) the effective date of this policy statement or (ii) becoming and continuing as a member of the Board of Directors of the Company, and thereafter for the duration of his membership on the Board of Directors, own at least the lesser of (A) 3,500 shares of the Company's common stock or (B) $150,000 worth of shares of the Company's common stock. For purposes of this policy statement, ownership of interests that are exchangeable for shares of Company common stock, ownership of vested stock options (the value of such stock options and the number of shares that may be acquired on exercise thereof), ownership of shares by a non-employee director's immediate family members and/or trusts, foundations or other entities wherein the non-employee director has the ability to control the voting and/or disposition of the shares shall be deemed ownership by such non-employee director. Compliance with this policy shall be tested no more frequently than annually on or before the regularly scheduled quarterly meeting of the Board last held before the Company's annual meeting of shareholders. A non-employee director who is prohibited by law or by the regulations of his or her employer from having an ownership interest in the Company's securities shall be exempt from the requirements of stock ownership set forth in this policy statement. Effective date: January 1, 2006. Minimum Stock Ownership for Executive Officers It shall be the policy of the Company that an executive officer of the Company (an officer of the level of senior vice president and above), while serving as an executive officer of the Company, shall within five (5) years of the later of (i) the effective date of this policy statement or (ii) becoming and continuing as an executive officer of the Company, and thereafter for the duration of such person's service as an executive officer of the Company, own shares of Company common stock at least equal to the following levels: AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES CBL & ASSOCIATES PROPERTIES, INC ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006 EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006 DOC # 303508 V11 FINAL 5 Executive Officer Level of stock ownership Chief Executive Officer 3x prior calendar year's annual base salary President 2x prior calendar year's annual base salary Chief Financial Officer 2x prior calendar year's annual base salary Executive Vice President 2x prior calendar year's annual base salary Senior Vice Presidents 1x prior calendar year's annual base salary For purposes of this policy statement, ownership of interests that are exchangeable for shares of Company common stock, ownership of vested stock options (the value of such stock options and the number of shares that may be acquired on exercise thereof) and ownership of shares by an executive officer's immediate family members and/or trusts, foundations or other entities wherein the executive officer has the ability to control the voting and/or disposition of the shares shall be deemed ownership by such executive officer. Compliance with this policy shall be tested no more frequently than annually on or before the regularly scheduled quarterly meeting of the Board last held in each calendar year. Effective date: January 1, 2006. Changes in Director's Principal Occupation or Business Association It shall be the policy of the Company that, when the principal occupation or business association of a member of the Board of Directors changes substantially from the position he or she held when originally invited to join the Board of Directors, such director shall promptly tender his or her resignation as a director to the Chairman of the Board of Directors. The Nominating/Corporate Governance Committee shall then review whether it is appropriate and in the best interests of the Company to allow the continued participation of such director as a member of the Board of Directors of the Company. If the Nominating/Corporate Governance Committee recommends that such director should no longer serve as a member of the Board of Directors of the Company as a result of such change, and the full Board of Directors (excluding the director at issue) ratifies such recommendation, then the tender of resignation by the affected director shall be accepted by the Board of Directors. Effective date: January 1, 2006. AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES CBL & ASSOCIATES PROPERTIES, INC ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006 EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006 DOC # 303508 V11 FINAL 6 Policy on Initial Term of Director Appointed to Fill a Board Vacancy It shall be the policy of the Company that any director appointed by the Board of Directors of the Company to fill a vacancy created by the departure of another director shall serve only until the next regularly scheduled annual meeting of the Company's shareholders. In order for such director to continue to serve thereafter, he or she must be nominated and duly elected to fill the remainder of the term to which the director was originally appointed (or for another full term, as appropriate). Effective date: January 1, 2006. AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES CBL & ASSOCIATES PROPERTIES, INC ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006 EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006 DOC # 303508 V11 FINAL 7 EXHIBIT A INDEPENDENCE STANDARDS The Board, by resolution dated February 3, 2004 and upon the recommendation of the Company's Nominating/Corporate Governance Committee, adopted the following standards (the "Independence Standards") to be used in evaluating the independence of directors or director nominees for purposes of compliance (i) with the Sarbanes-Oxley Act of 2002 and the rules promulgated by the Securities and Exchange Commission ("SEC") thereunder and other rules promulgated by the SEC; and (ii) with New York Stock Exchange ("NYSE") listing standards governing (A) the independence of a majority of the Company's Board and (B) the independence of members of the Audit Committee of the Board. A. GENERAL INDEPENDENCE REQUIREMENTS In determining whether or not any director or nominee for director may be considered "independent", the Board shall apply the following criteria: (1) No director or nominee shall be deemed "independent" unless the Board affirmatively determines that the director or nominee satisfies the requirements stated herein and has no material relationship with the Company (either directly or as a partner, member, shareholder or officer of an organization that has a relationship with the Company). For purposes of this test, a relationship with the Company shall be deemed to be a "material" relationship which precludes a determination that a director or nominee is independent if, in the opinion of the Board and in light of all the relevant facts and circumstances, such relationship (directly or indirectly) could materially impact the ability of such director or nominee to exert his or her independent judgment and analysis as a member of the Board. For purposes hereof, ownership of the Company's stock (even in a significant amount) or ownership of securities convertible to the Company's stock shall not be viewed, in and of themselves, as a bar to a finding of independence. To assist in this determination, the Company shall periodically (at least annually and prior to any nominee becoming a director for his or her initial term as a director) deliver to the directors and/or nominees for directorships a Directors and Officers Questionnaire designed to elicit information from such director or nominee as to material relationships and other information relative to these Independence Standards; and (2) In addition, to be considered "independent," a director or nominee must satisfy all other independence criteria for directors of a publicly traded company which are now, or may be hereafter, set forth in applicable federal statutes and rules promulgated by the SEC, and in the related listing standards promulgated by the NYSE and any other exchange upon which the Company's stock may be listed, as such statutes and/or rules and listing standards may be revised or amended from time to time. AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES CBL & ASSOCIATES PROPERTIES, INC ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006 EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006 DOC # 303508 V11 FINAL 8 B. ADDITIONAL AUDIT COMMITTEE INDEPENDENCE REQUIREMENTS In determining whether or not any director or nominee satisfies the "independence" requirement for Audit Committee membership, in addition to satisfying all of the requirements set forth in Paragraph A hereof, such director also must satisfy the following: Such director or nominee must satisfy all additional requirements for the independence of audit committee members of publicly traded companies which are now, or may be hereafter, set forth in applicable federal statutes and rules promulgated by the SEC, and in the related listing standards promulgated by the NYSE and any other exchange upon which the Company's stock may be listed, as such statutes and/or rules and listing standards may be revised or amended from time to time. AMENDED AND RESTATED CORPORATE GOVERNANCE GUIDELINES CBL & ASSOCIATES PROPERTIES, INC ADOPTED FEBRUARY 3, 2004; AMENDED/RESTATED FEBRUARY 8, 2006 EFFECTIVE FEBRUARY 3, 2004; AMENDED/RESTATED EFFECTIVE FEBRUARY 8, 2006 DOC # 303508 V11 FINAL 9 -----END PRIVACY-ENHANCED MESSAGE-----