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Code of Ethics for Senior Financial Officers
The proper functioning and success of Sovran Self Storage, Inc. ("Sovran") is dependent upon the honest and ethical conduct of its senior financial officers. The purpose of this Code of Ethics for Senior Financial Officers (this "Code") is to promote full, fair, timely and understandable disclosure in its reports filed with the Securities and Exchange Commission (the "SEC"), compliance with applicable law and regulations, and honest and ethical conduct by Sovran's senior financial officers. This Code shall apply to Sovran's Senior Financial Officers. "Senior Financial Officers" shall include Sovran's principal executive officer, its principal financial officer, and its principal accounting officer or controller, or any persons serving similar functions.
Sovran expects that each Senior Financial Officer shall
- Be responsible for full, fair, timely and understandable disclosures in reports Sovran files with or submits to the SEC and other public communications of Sovran.
- Promptly bring to the attention of Sovran's Board of Directors (the "Board") any material information of which he or she is aware that might affect the disclosures to be made by Sovran in its filings with or submissions to the SEC or its other public communications.
- Promptly bring to the attention of the Board or the audit committee thereof (the "Audit Committee") any information he or she may have regarding deficiencies in the design or operation of internal controls or any fraud of any kind that involves Sovran's management or other employees that may affect Sovran's SEC reporting obligations or internal controls.
- Refrain from directly or indirectly taking any action to improperly influence, coerce, manipulate or mislead Sovran's independent public auditors for the purpose of rendering financial statements of Sovran misleading.
- Comply with all applicable laws, rules and regulations of any federal, state or local government and any public or private regulatory agency having jurisdiction over Sovran.
- Act in accordance with the highest standards of honesty, integrity and fairness and comply with all applicable codes of ethics or legal compliance programs adopted by Sovran.
- Disclose to Sovran's principal executive officer or the Chairperson of the Audit Committee, as appropriate, any situation in which there may be a conflict of interest between Sovran and any of its officers, directors or employees. Each Senior Financial Officer shall not participate in the discussion of, or the making of any decision with respect to, any matter in which such Senior Financial Officer has a conflict of interest or a potential conflict of interest. In any such event, such Senior Financial Officer shall comply with any procedures Sovran has in effect from time to time for dealing with such conflict of interest situations, including without limitation disclosing to a member of the Audit Committee all relevant facts and circumstances that create or could create such conflict of interest.
- Take all reasonable actions to (a) protect the confidentiality of all non-public information about Sovran, its customers or others having business relationships with Sovran, and (b) prevent the unauthorized disclosure of such information except as otherwise required by applicable law.
- Promptly report any violation of this Code to Sovran's Chief Compliance Officer, principal executive officer or any member of the Audit Committee.
Each Senior Financial Officer acknowledges that he or she is individually accountable for compliance with this Code and that any failure to act in accordance with the terms of this Code may result in termination of employment and other disciplinary action. Any such failure may also constitute a violation of applicable law and result in civil or criminal penalties.
If there is any question regarding the interpretation of this Code or its application to particular circumstances, please contact Sovran's Chief Compliance Officer or any member of the Audit Committee.