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Description of Amendments to the Franklin Resources, Inc. Code of Ethics and Business Conduct

On October 18, 2004, the Corporate Governance Committee approved and the Board of Directors of Franklin Resources, Inc. (the "Company") adopted certain technical, administrative and other amendments to the Franklin Resources, Inc. Code of Ethics and Business Conduct (the "Code"). The amendments to the Code, among other things: (1) clarify that the Code applies to the Company's U.S. and non-U.S. subsidiaries and affiliates; (2) refer questions by "Covered Persons" to not only the Human Resources Department, but also the Company's General Counsel or the Legal Compliance Department; (3) set forth the definition of the terms "Executive Officer" (Section 16(a) reporting persons) and "Director" (members of the Board of Directors of Franklin), (4) update the fact that the Company has "Co-Chief Executive Officers"; (5) expand the definition of Confidential Information to also include any non-public information of the Company that might be of use to competitors, or harmful to the Company or its customers if disclosed; (6) reflect the Company's high commitment to its disclosure and reporting requirements; (7) require Covered Persons to not only cooperate and comply with the Company's disclosure controls and procedures, but also "internal controls over financial reporting"; (8) clarify the manner in which a Director or Executive Officer should submit a request for a written waiver of the Code to the Board of Directors; and (9) clarify the manner in which the General Counsel would notify "Covered Persons" (other than a Director or Executive Officer) of the General Counsel's decision to grant a waiver request.

On October 17, 2005, the Corporate Governance Committee and the Board of Directors of the Company adopted certain minor technical amendments to the Code.

On October 16, 2006, the Corporate Governance Committee and the Board of Directors of the Company adopted certain technical, administrative and other amendments to the Code. The amendments to the Code, among other things: (1) clarify that minor offenses will not be considered violations of the Code; (2) revise section 4 of the Code relating to gifts and entertainment to streamline the language and make it more principles based; (3) clarify that the gifts and entertainment and outside employment sections of the Code do not limit directors who do not also serve in management positions with any of the Company's subsidiaries or affiliates; (5) clarify that the confidentiality limitations under the Code do not prohibit disclosures to a third party having a duty of confidentiality to the Company and/or its subsidiaries or affiliates; (6) clarify in section 11 of the Code the types of conduct that could result in disciplinary action; (7) clarify the scope of the prohibition on money and gifts to officials and employees of governmental entities and the requirement for advance review with respect to any such proposed payment of money or delivery of gifts; (8) clarify the Company's position with respect to the reporting of violations of the Code and law; and (9) clarify that directors, who are only directors of the Company's subsidiaries or affiliates, may seek waivers of the Code from the General Counsel of the Company.

Effective on June 19, 2007, the Corporate Governance Committee and the Board of Directors of the Company adopted certain minor technical amendments to the Code.

Effective on June 17, 2008, the Corporate Governance Committee and the Board of Directors of the Company adopted an amendment to the Code to permit the use of pre-approved, written trading plans complying with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended ("Rule 10b5-1 Plans"). The amendment to the Code permits exemptions from the insider trading policies and procedures for transactions in Franklin Resources, Inc. securities which are effected pursuant to pre-approved Rule 10b5-1 Plans.

Effective as of October 12, 2009, the Corporate Governance Committee and the Board of Directors of the Company adopted certain minor amendments to the Code, including references to the Company's Anti-Bribery Policy and Trading Blackout Policy.

 

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