On April 28, 2009, the Audit Committee of IAC's Board of Directors approved certain amendments to our Code of Business Conduct and Ethics (the "Code"). Significant changes set forth in the Code, as amended, as compared to the prior version, are summarized below. Defined terms used below shall have the meanings set forth in the Code.
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Revised "Conflicts of Interest" Provision – the "Conflicts of Interest" provisions of Code were revised (i) to expressly acknowledge that directors may have multiple Board, investment and other affiliations and that such affiliations in and of themselves do not constitute a per se violation of the Code's prohibitions regarding conflicts of interest and (ii) more closely align the processes to be followed under the Code in the event of a potential conflict of interest transaction with existing Company practices.
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New "Corporate Opportunity" Provision – the Code, as amended, contains a "Corporate Opportunity" provision that (i) prohibits covered persons from taking advantage, for themselves or other companies with which they are affiliated, of any opportunity that is in any of IAC's lines of business or in which IAC has an interest or expectancy and (ii) provides that in no event shall directors be deemed to have violated the prohibitions regarding Corporate Opportunity if a specific opportunity came to his or her attention through any means not connected with his or her service to IAC.
Certain other clarifying and/or immaterial changes were also made to the Code in addition to those described above. To view a complete amended and restated version of the Code, see the Amended and Restated IAC Code of Business Conduct and Ethics.
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