Atlantic Tele-Network
 

CORPORATE GOVERNANCE

Code of Ethics

This Code of Ethics (the “Code”) sets forth legal and ethical standards of conduct for members of the Board of Directors (“directors”), officers and employees of Atlantic-Tele Network, Inc. and all of its subsidiaries worldwide (the “Company”, “we” or “us”).

Each director, officer and employee of the Company is expected to read this Code and adhere to its standards in the performance of their duties and employment. You must report any potential, apparent or actual conflict of interest to the General Counsel for his review. Reporting of any proposed transaction or relationship that may appear to pose a conflict of interest or that could be expected to pose a conflict of interest is the essential first step to remaining in full compliance with this Code. For more information, see “Reporting Violations”, below.

Company Ethical Standards

Each of our directors, officers and employees must play a part in ensuring that we operate according to the highest ethical standards, including:

  • Personal and Professional Integrity. We insist that you act at all times with honesty and the highest degree of integrity. This includes compliance with Company policies and all applicable governmental laws, rules and regulations.
  • Relationships with Customers, Colleagues and Others: We insist that you treat all individuals with whom you come in contact – whether customers, colleagues, vendors, competitors or otherwise - in a fair, honest and respectful manner.  
  • Company Property, Confidential Information and Corporate Opportunity: Company property, which includes confidential information about our business, finances, customers or plans, is to be used solely for the benefit of the Company and our clients. You should not use Company property or confidential information for personal benefit, take Company property with you when you cease working for us, or personally pursue corporate opportunities discovered through your employment.
  • Avoidance of Conflicts of Interest: Directors, officers and employees must act in the best interests of the Company. We expect you to report any association that might conflict with your loyalty to the Company, compromise your judgment, affect your ability to perform your responsibilities objectively and effectively -- or even create the appearance of doing so.

Purpose of Code

This Code is intended to deter wrongdoing and to promote:

  • Honest and ethical conduct. This Code is meant to encourage high standards of integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
  • Accurate Public Reports. We are obligated under federal and state securities laws and the laws of certain foreign countries in which we conduct our business to make full, fair, accurate, timely and understandable disclosures in our filings with the U.S. Securities and Exchange Commission, the U.S. Federal Communications Commission, other similar federal, state and international bodies and all other public communications that we make. As such, you should exercise the highest standard of care in preparing such reports according to the following guidelines:
  • All Company accounting records must (i) be in accordance with the laws of each applicable jurisdiction, (ii) be in accordance with applicable generally accepted accounting principles, (iii) fully and accurately reflect the transactions and occurrences to which they relate, and (iv) fully and accurately reflect the assets and liabilities of the Company.
  • No information should be concealed from our independent auditors.
  • Compliance with applicable governmental laws, rules and regulations. You should make every effort to ensure that you and the Company are in compliance with both the letter and the spirit of all applicable governmental laws, rules and regulations.
  • Reporting. The prompt internal reporting to the Company’s General Counsel of violations of this Code (see “Reporting Violations”, below); and
  • Accountability for adherence to this Code.

Conflicts of Interest

Personal interests must not interfere in any way with the interests of the Company. You must refrain from any activity or personal interest that is inconsistent with or contrary to the interests of the Company or your honest, objective and effective performance of your Company duties.

You must report any proposed transaction or relationship that may have the appearance of a conflict of interest, or could be expected to give rise to an actual conflict of interest, before entering into such a transaction or relationship. Any potential, apparent or actual conflict of interest must be reported to the Company’s General Counsel or, in the event that such individual is involved in the matter or not available, to the Chairman of the Audit Committee.

Examples of conflicts of interest that must be reported include, but are not limited to, the following:

  • The use of funds or assets of the Company for any purpose which would be in violation of any applicable law or regulation.
  • The contribution by or on behalf of the Company to any political candidate, party, or campaign either within or without the United States without the approval of the Board of Directors. Campaign contributions by Company employees to political candidates and officials standing for election are permitted only if in full compliance with applicable law.
  • Establishing or maintaining a fund or asset of the Company that is not reflected on the books and records of the Company.
  • Making any false, artificial, or misleading entries in the books and records of the Company.
  • Effecting a transaction or making a payment by or on behalf of the Company with the intention or understanding that such transaction or payment is other than as described in the documentation supporting the transaction or payment.
  • A director, officer or employee of the Company shall not request, accept, or offer to give any significant thing of value in any dealings with a supplier, customer, government official, or other person or entity if the purpose or result of which could be to influence the bona fide business relationships between the Company and such persons or entities.

Examples of transactions and relationships that may appear to be or could become a conflict of interest that must be reported include, but are not limited to, the following:

  • Material Outside Relationships. You must report to the Company if you serve as a consultant, employee, officer, director, advisor, or in any other material capacity, or allow any close relative to serve in such a capacity, for a customer, supplier, competitor, partner or collaborator of the Company, other than at the request of the Company.
  • Investments. You must report to the Company if you have, or allow any close relative to have, a financial interest in a customer, supplier, competitor, partner or collaborator of the Company, other than an interest representing less than one percent (1%) of the voting power of a publicly-held company.
  • Other Workplace Relationships. You must report to the Company if you supervise, review or influence the job evaluation, pay or benefits of a member of your immediate family.

The foregoing list is for illustration only. Many other transactions and relationships may have the appearance of a conflict of interest or could be expected to give rise to an actual conflict of interest and, therefore, would need to be reported. If you are unsure whether a proposed transaction or relationship should be reported, you should err on the side of reporting or, at least consult the General Counsel for guidance.

Reporting Violations

Every director, officer and employee has the responsibility to ask questions, seek guidance, report suspected violations, and express concerns regarding compliance with this Code. If you know or believe that any other director, officer or employee of the Company has engaged in Company-related conduct that violates applicable law or this Code, you should report such information to the Company.

Reports of potential apparent or actual conflicts of interest must be directed to the General Counsel, or if he is not available or is involved in the matter, to the Chairman of the Audit Committee. The General Counsel and/or the Audit Committee will determine if an actual conflict of interest exists or could be expected to arise from a proposed transaction or relationship. If it is determined, after an investigation of the facts, that a conflict of interest exists or will arise, you must not enter into or engage in, and promptly terminate, any activity relating to such transaction or relationship. If necessary, the Audit Committee will assess any additional appropriate response, which may include taking corrective action or preventative measures. Reporting of any proposed transaction or relationship that may appear to pose a conflict of interest or that could be expected to pose a conflict of interest is the essential first step to remaining in full compliance with the conflicts of interest policy under this Code.

The Company will not discipline, discriminate against, or retaliate against any person who reports such conduct in good faith, whether or not such information is ultimately proven to be correct, or who cooperates in any investigation or inquiry regarding such conduct. Any supervisor who receives a report of a violation of this Code must immediately inform the Company’s General Counsel, or if he is not available or is involved in the matter, the Chairman of the Audit Committee.

Please see the Company’s Whistleblower Policy for confidential complaint procedures, if there is a concern about bringing such information to the attention of any of the officers or directors of the Company. 

Consequence of a Violation

Failure to comply with the standards outlined in this Code may result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, discharge, and restitution. Certain violations of this Code may require the Company to refer the matter to the appropriate criminal or civil authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, will also be subject to disciplinary action, up to and including discharge.

Dissemination and Amendment

At the time of their initial employment with the Company or election to the Board of Directors, all directors, officers and appropriate employees of the Company will be required to certify their acceptance of the Code. Directors, officers and employees periodically may be asked to sign a compliance certificate.

This Code shall be posted in a conspicuous location in all Company offices and, on an annual basis, the General Counsel or Chief Financial Officer shall distribute this Code to all directors, officers and appropriate employees of the Company.

The Company reserves the right to amend, alter or terminate this Code at any time for any reason.

Changes in or Waiver of the Code

There shall be no changes in or waiver of any part of this Code except by a vote of the Board of Directors or a designated committee of the Board of Directors that will ascertain whether a waiver is appropriate under all the circumstances. In the event a waiver of this Code is granted to a director or officer of the Company, the notice of such waiver shall be posted on our website within five days of the Board of Directors’ vote and shall be otherwise disclosed as required by applicable law or the NASDAQ Stock Market Rules.

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Revised June 3, 2009

 

 

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Audit Committee Charter

ATLANTIC TELE-NETWORK, INC.
AUDIT COMMITTEE CHARTER
(as amended on May 15, 2008)

Policy

The Board of Directors (the “Board”) of Atlantic Tele-Network, Inc. (the “Company”) has established an Audit Committee (the “Committee”) with the authority, general responsibilities and specific duties described below.

Membership

The Committee shall consist of at least three directors, each of whom shall satisfy the independence and experience requirements of the Nasdaq Stock Market, Inc. Marketplace Rules and the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Members of the Committee shall be considered independent if, among other things, they have no relationship to the Company that would interfere with the exercise of their independence from the Company or its management. A Committee member may not, other than in his or her capacity as a member of the Committee, the Board or any other Board committee, accept any consulting, advisory or other compensatory fee from the Company or be an affiliated person of the Company or any of the Company’s subsidiaries. As determined by the Board, members of the Committee shall be financially literate at the time of appointment. At least one Committee member shall be an “audit committee financial expert” as defined in the rules promulgated by the Securities and Exchange Commission. The Board shall appoint the members of the Committee, including its Chair.

Purpose and Responsibilities

The Committee’s responsibility is to assist the Board in fulfilling its fiduciary responsibilities to the stockholders as to the accounting policies, internal controls, financial reporting practices and business conduct of the Company. The Committee is vested with all responsibilities and authority required by Rule 10A-3 under the Securities Exchange Act of 1934. The Committee is authorized to engage, at the Company’s expense, independent counsel and other advisors having special competence as necessary to assist the Committee in fulfilling its responsibility. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles, which is the responsibility of the Company’s management and/or the Company’s independent accountant. The Company’s independent accountant is ultimately accountable to the Committee.

Attendance

The Committee shall meet on at least a quarterly basis, or more frequently as circumstances require. All members of the Committee shall endeavor to be present, in person or by telephone, at all meetings; however, two Committee members shall constitute a quorum.

Minutes of Meetings

Minutes of each meeting shall be prepared and sent to Committee members and members of the Board who are not Committee members.

Specific Duties

The Committee shall have the following duties:

  1. adequacy of internal controls, the adequacy of the Company’s accounting Review as appropriate with the Company’s management and independent accountant the Company’s policies and procedures to reasonably assess the policies, systems and procedures, and the adequacy of the Company’s financial reporting.
  2. Establish, and review at least annually, procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
  3. Periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
  4. Review and evaluate the effectiveness of the Company’s risk assessment and risk management policies and processes. Review with the Company’s management and independent accountant the adequacy of the Company’s internal controls, including significant audit findings and recommendations and the adequacy of disclosures about changes in internal controls.
  5. Consider the scope of the internal audit and the role of internal auditors
  6. With respect to the Company’s independent accountant:
    • Have ultimate authority and direct responsibility for the appointment, compensation, retention and oversight of the independent accountant who is responsible for preparing or issuing an audit report or related work;
    • Evaluate the independent accountant’s performance and terminate the services of the independent accountant as necessary;
    • Determine the independence of the independent accountant by obtaining a formal written statement delineating all relationships between the independent accountant and the Company
    • Be responsible for actively engaging in a dialogue with the independent accountant with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent accountant;
    • Take appropriate action in response to the auditor’s statement to ensure the independence of the independent accountant;
    • Review, prior to the annual audit, the scope and general extent of the independent accountant’s audit examinations;
    • Discuss with the independent accountant the quality of the Company’s financial accounting personnel, and any relevant recommendations that the independent accountant may have;
    • Preapprove all audit and non-audit services provided to the Company by the independent accountant; provided that:
      • to the extent permitted under the Securities Exchange Act, the Committee need not preapprove de minimus services if such services are approved by the Committee or a designated Committee member as provided for below prior to completion of the audit;
      • any non-audit services approved by the Committee shall be disclosed to investors in the Company’s periodic reports filed with the Securities and Exchange Commission;
      • the Committee may delegate to one or more designated Committee members the authority to grant approvals required hereunder
      • the decisions of any Committee member so designated and authorized must be presented to the Committee at its next scheduled meeting; and
      • the independent accountant shall not be authorized to perform any prohibited non-audit services.
    • Review with the independent accountant:
      • All alternative treatments of financial information within generally accepted accounting principles that have been discussed with the Company’s management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent accountant;
      • All critical accounting policies and practices to be used; and
      • Other material written communications between the independent accountant and the Company’s management, such as any management letter or schedule of unadjusted differences.
    • Instruct the independent accountant to communicate and report directly to the Audit Committee.
  7. Review and discuss with the Company’s management and the independent accountant, prior to filing or issuance thereof, the Company’s financial statements and information, including the audited financial statements filed with the Company’s Annual Reports on Form 10-K, the interim financial information filed with the Company’s Quarterly Reports on Form 10-Q and any earnings press releases.
  8. Review and discuss with the Company’s independent accountant the matters required to be discussed by Statement on Auditing Standards Nos. 61 and 114, as may be modified or supplemented.
  9. Review and discuss, and if appropriate, recommend to the Board that the audited financial statements be included in the Company’s Annual Reports on Form 10-K.
  10. Review at least annually the Company’s Code of Ethics and make recommendations as the Committee may deem appropriate.
  11. Receive and review at least annually reports from the Company’s management and internal legal counsel relating to legal and regulatory matters that may have a material impact on the Company’s financial statements.
  12. Report Committee actions to the Board with such recommendations as the Committee may deem appropriate.
  13. Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statements.
  14. Perform such other functions as may be required by law, the Company’s Certificate of Incorporation or By-Laws or as may be assigned to the Committee, with its concurrence, by the Board.
  15. Periodically meet separately with each of Company management and independent accountant to discuss any matters that should be discussed privately with the Committee.
  16. Meet privately with the independent accountant on at least a quarterly basis.
  17. Review and approve related party transactions entered into by the Company in accordance with the requirements of the Nasdaq Stock Market, Inc., the Securities and Exchange Commission and the Atlantic Tele-Network, Inc. Related Person Transaction Policies and Procedures.
 

General
The Committee shall have such additional authority and duties as the Board by resolution shall prescribe.

History

Adopted: December 1, 2003
Amended: February 13, 2007
Amended: May 15, 2008

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Compensation Committe Charter

ATLANTIC TELE-NETWORK, INC.
COMPENSATION COMMITTEE CHARTER
(as amended on May 15, 2008)

Policy

The Board of Directors (the “Board”) of Atlantic Tele-Network, Inc. (the “Company”) has established a Compensation Committee (the “Committee”) with the authority, general responsibilities and specific duties described below.

Membership

The Committee shall consist of at least three directors, each of whom shall satisfy the independence and experience requirements of the Nasdaq Stock Market, Inc. Marketplace Rules and the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Members of the Committee shall be considered independent if, among other things, they have no relationship to the Company that would interfere with the exercise of their independence from the Company and its management. In addition, each Committee member shall be (1) a “non-employee director” as defined for purposes of Rule 16b-3 under the Securities Exchange Act and (2) an “outside director” as defined in regulations under Section 162(m) of the Internal Revenue Code.

The Committee shall have the authority to form and delegate its responsibilities to subcommittees as the Committee sees fit and to hire such outside advisors as it sees fit. Removal of Committee members shall be at the discretion of the Board. The Board shall appoint the members of the Committee, including its Chair.

Purpose and Responsibilities

The purpose of the Committee is to discharge the Board’s responsibilities relating to compensation of the Company’s executive officers and directors. In discharging these responsibilities, the Committee shall:

  1. CEO Compensation. Review and determine the annual and long-term performance goals and objectives for the Chief Executive Officer (the “CEO”); Evaluate the CEO in light of the applicable performance goals and objectives and determine the salary and other compensation of the CEO; Review and determine, if appropriate, with respect to the CEO, any proposed employment agreement, severance arrangement or change-in-control agreement or provisions, as well as any special or supplemental benefits that are not offered as part of a broad based plan;
  2. Other Executive Compensation. Consult with the Chief Executive Officer and recommend to the Board the annual and long-term performance goals and objectives for the other executive officers of the Company; Evaluate the Company’s other executive officers in light of the applicable performance goals and objectives and recommend to the Board the salaries and other compensation of such officers; Review and, if appropriate, recommend to the Board, with respect to other executive officers, any proposed employment agreements, severance arrangements or change-in-control agreements or provisions, as well as any special or supplemental benefits that are not offered as part of a broad based plan;
  3. Director Compensation. Review and, if appropriate, make recommendations to the Board with respect to director compensation. In considering director compensation, the Committee may take into consideration the relative responsibilities of directors in serving on the Board and its various committees, provided that, directors who are Company employees shall not be compensated for their services as directors;
  4. Periodically review the Company’s 2008 Equity Incentive Plan and any other equity compensation plans and administer equity compensation plans upon appointment by the Board of Directors;
  5. Periodically examine the Company’s compensation policies, structure and philosophy to determine whether the Company is rewarding its directors, executive officers and other personnel in a manner consistent with sound industry practices and make recommendations to the Company’s management and the Board;
  6. Periodically review and recommend appropriate incentive and compensation plans for consideration and approval by the Board;
  7. Periodically review with the Company’s management, and make recommendations to the Board regarding, the establishment, termination, or amendment of the employee benefit plans of the Company and affiliated companies, including pension plans, severance plans and any other similar plans that the Committee deems desirable to establish from time to time;
  8. Provide an annual report on executive compensation for the Company’s annual proxy statement filed with the Securities and Exchange Commission, in accordance with applicable rules and regulations;
  9. Review and discuss with the Company’s management the Compensation Discussion and Analysis (“CD&A”) to be included in the Company’s annual proxy statement and determine whether to recommend to the Board that the CD&A be included in the proxy statement;
  10. Report its actions and any recommendations to the Board after each Committee meeting;
  11. Periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval; and
  12. Review such other matters within the scope of its responsibilities as the Committee or the Board shall determine from time to time, and make such recommendations to the Board with respect thereto as the Committee deems appropriate.

Attendance

All members of the Committee shall endeavor to be present, in person or by telephone, at all meetings; however, two Committee members shall constitute a quorum.

Minutes of Meetings

Minutes of each meeting shall be prepared and sent to Committee members and to members of the Board who are not Committee members.

General

The Committee shall have such additional authority and duties as the Board by resolution shall prescribe.

History

Adopted: December 1, 2003
Amended: December 8, 2003
Amended: February 13, 2007
Amended: May 15, 2008

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