Exhibit 11 

 

**CODE OF ETHICS**

 

**[LOGO]**

 

ADDITIONAL CODE OF ETHICS 

 

APPLICABLE TO CEO AND SENIOR FINANCIAL OFFICERS 

 

TheCompany’s principal executive officer (“CEO”) and all senior financial officers, being the Company’s Chief Financial Officer, Group Controller and Divisional Chief Financial Officers, are responsible for full, fair, accurate,timely and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of theCompany’s Sarbox 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 other public disclosures. 

 

The CEO and each senior financial officer shall promptly bring to theattention of the Sarbox Committee and the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could 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 financial reporting, disclosures or internal controls. 

 

The CEO and each senior financial officer shall promptly bring to theattention of the Company’s General Counsel or the CEO and to the Company’s Audit Committee any information he or she may have concerning any violation of this Code, including any actual or apparent conflicts of interest between personaland professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls. 

 

The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the CEO and to theAudit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, orof violation of this Code. 

 

The Board of Directors shalldetermine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code by the CEO and the Company’s senior financial officers. Such actions shall be reasonably designed to deterwrongdoing and to promote accountability for adherence to this Code, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of theindividual involved, suspension with or without pay or benefits (as determined by the Board) or termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designeeshall 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. 

 

May 2003