October 17, 2003
RadioShack Corporation (the "Company") maintains
a Code of Ethics (the "RadioShack Code of Ethics") applicable
to all directors, officers and employees of the Company, including
the Chief Executive Officer ("CEO"), the Chief Financial
Officer ("CFO"), and the Controller. The provisions of
the RadioShack Code of Ethics cover ethical conduct, conflicts of
interest and compliance with law. In addition to the RadioShack
Code of Ethics, the Company maintains the following specific policies
applicable to the CEO, the President, the CFO, and the Controller
(the "Financial Code of Ethics"), pursuant to Section
406 of the Sarbanes-Oxley Act:
- The CEO, the President, the CFO, and the Controller
are responsible for full, fair, accurate, timely and understandable
disclosure in the periodic reports required to be filed by the
Company with the Securities Exchange Commission (“SEC”)
and in other public communications made by the Company. Accordingly,
it is the responsibility of each of these persons to promptly
bring to the attention of the Disclosure Review Committee any
material information of which he or she may become aware that
affects the disclosures made by the Company in its public filings
and communications or may otherwise assist the Disclosure Review
Committee in fulfilling its responsibilities.
- The CEO, the President, the CFO, and the Controller
shall promptly bring to the attention of the Disclosure Review
Committee and the Audit and Compliance Committee of the Board
of Directors any information he or she may have concerning (a)
any significant deficiencies or material weaknesses in the design
or operation of internal control over financial reporting that
are reasonably likely to adversely affect the Company's ability
to record, process, summarize and report financial data or (b)
any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's internal
control over financial reporting.
- The CEO, the President, the CFO, and the Controller
shall promptly bring to the attention of the Chief Administrative
Officer – General Counsel or the CEO, and to the Audit and
Compliance Committee of the Board of Directors, any information
he or she may have concerning any violation of the RadioShack
Code of Ethics or this Financial Code of Ethics, including any
actual or apparent conflicts of interest between personal and
professional relationships, involving any director or involving
any member of management or other employees who have a significant
role in the Company's internal control over financial reporting
or disclosure controls and procedures.
- The CEO, the President, the CFO, and the Controller
shall promptly bring to the attention of the Chief Administrative
Officer – General Counsel or the CEO, and to the Audit and
Compliance Committee of the Board of Directors, any information
he or she may have concerning evidence of a material violation
of securities or other laws, rules or regulations applicable to
the Company and the operation of its business, by the Company
or any agent thereof, or of any violation of the RadioShack Code
of Ethics or of this Financial Code of Ethics.
- The Board of Directors shall determine, or designate
appropriate persons to determine, appropriate actions to be taken
in the event of violations of the RadioShack Code of Ethics or
of this Financial Code of Ethics by the CEO, the President, the
CFO, or the Controller. Such actions shall be reasonably designed
to deter wrongdoing and to promote accountability for adherence
to the RadioShack Code of Ethics and to this Financial Code of
Ethics, and shall include (a) written notices to the individual
involved that the Board of Directors has determined that there
has been a violation, (b) censure by the Board, (c) demotion or
re-assignment of the individual involved, (d) suspension with
or without pay or benefits, (e) termination of the individual's
employment, or (f) such other action as the Board may determine
is appropriate under the circumstances. In determining what action
is appropriate in a particular case, the Board of Directors or
its designee shall take into account all relevant information,
including the nature and severity of the violation, whether the
violation was a single occurrence or repeated occurrences, whether
the violation appears to have been intentional or inadvertent,
whether the individual in question had been advised prior to the
violation as to the proper course of action and whether or not
the individual in question had committed other violations in the
past.
Posted: 4/22/04
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