Corporate Governance - Code of Ethics
The Board of Directors and the senior management of International Speedway Corporation, and its subsidiaries (collectively referred to as the “Company”) take great pride in the Company’s reputation as a leader in motorsports entertainment and for its high standards of integrity, fairness and ethical business conduct. All directors, officers and employees are expected to adhere to this Code of Ethical Conduct and all of the Company’s other ethics policies at all times.
The Company expects all directors, officers and employees to:
- Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
- Refrain from making false or misleading statements in Securities and Exchange Commission filings and related communications or to the Company’s internal or independent auditors.
- Adhere to the spirit as well as the letter of all laws, rules, and regulations of federal, state, and local governments and other private and public regulatory agencies, applicable to the Company.
- Respect the confidentiality of information acquired in the course of employment or while serving on the Board of Directors, except when authorized or otherwise legally obligated to disclose such information.
- Use Company assets and resources employed or entrusted in a responsible manner.
ADDITIONAL EXPECTATIONS FOR SENIOR FINANCIAL OFFICERS
Senior Financial Officers of the Company performing accounting, audit, legal, financial management, and similar functions hold an important and elevated role in corporate governance. These individuals are key members of the Company’s management team, who are uniquely capable and empowered to ensure that the interests of stakeholders (including shareholders, race fans, employees, business partners, and citizens of the communities in which the Company operates) are appropriately balanced, protected, and preserved.
Senior Financial Officers are required to:
- Act in good faith, responsibly, and with due care and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised.
- Refrain from making false or artificial entries in the Company’s books or records.
- Proactively promote ethical and honest behavior throughout the workforce.
In addition, Senior Financial Officers are obligated to promptly bring to the attention of the Company’s Senior Management Disclosure Committee and Audit ommittee of the Board of Directors information concerning:
- Any significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize or report on financial data.
- Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
- Any material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business or any violation of this Code of Ethical Conduct.
The Audit Committee has established procedures for the receipt, treatment and retention of concerns related to accounting issues, internal controls, auditing matters and ethics violations. The Company has put in place various systems to help ensure that senior management and the Audit Committee become aware of, and are able to take prompt action against questionable behavior. These systems include, but are not limited to:
- A toll-free, anonymous, and confidential ethics hotline for employees to report accounting, auditing, or ethics concerns.
- A system and set of financial and disclosure controls and procedures to help ensure that the Company’s financial information is complete and accurate, as well as to ensure that full and fair disclosures concerning the Company and its activities are promptly and accurately made. On a monthly basis each officer, business unit leader or department head, as well as various financial and accounting personnel, are required to submit an internal certification of compliance with these procedures to the Company’s Compliance Officer, which includes certification of compliance with this Code of Ethical Conduct.
The reporting of questionable behavior is protected and expressly encouraged. Violations to this policy will be subject to appropriate disciplinary action, including dismissal from the Company and prosecution under applicable law.
Waivers to this Code of Ethical Conduct for directors, executive officers, and Senior Financial Officers can only be granted by the Board of Directors. Any waivers granted must be promptly disclosed through a filing with the Securities and Exchange Commission on Form 8-K and in no case later than the next periodic report. It is the Board of Director’s stated intention not to approve any waiver to this policy. Changes to this policy must be approved by the Board of Directors and any approved changes shall be promptly reflected in the version of this document accessible from the Company’s website.