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EXHIBIT 14.1
CORPORATE CODE OF ETHICS AND CONDUCT
TABLE OF CONTENTS I.
INTRODUCTION................................................................................................. 4
II.
BEHAVIOR ......................................................................................................... 6 III.
INFORMATION................................................................................................... 7 IV.
GIFTS, FAVORS AND ENTERTAINMENT AND PURCHASING
PRACTICES ......................................................................................................... 11 V.
SOLICITATIONS AND CONTRIBUTIONS...................................................... 13 VI.
CONFLICTS OF INTEREST AND OUTSIDE EMPLOYMENT ...................... 14 VII.
EQUAL EMPLOYMENT OPPORTUNITY/ AFFIRMATIVE ACTION ......... 17 VIII.
COPYRIGHT AND PATENT INFRINGEMENT ............................................. 17 IX.
ANTITRUST...................................................................................................... 18 X.
CORPORATE OPPORTUNITIES ...................................................................... 18 XI.
FAIR DEALING .................................................................................................. 19 XII.
INSIDER TRADING ........................................................................................... 19 XIII.
ENVIRONMENTAL MATTERS ........................................................................ 19 XIV.
CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR
FINANCIAL OFFICERS ..................................................................................... 20
XV.
COMPLIANCE................................................................................................... 21
I. INTRODUCTION We at Emerging Vision, Inc. ("EVI") are committed to the highest standards of business conduct in our relationships with each other and with our customers, suppliers, shareholders and the communities that we serve. Building trust, respect and integrity into all that we do is everybody's business; our constituencies' loyalty and confidence depend upon our ability to incorporate ethical standards into our daily decisions, actions and interactions. This requires that we conduct our business in accordance with all applicable laws and regulations and in accordance with the highest standards of business ethics. EVI's Corporate Code of Ethics and Conduct (the "Code"), which has been approved by our Board of Directors, helps each of us in this endeavor by providing a statement of the fundamental principles and key policies and procedures that govern the conduct of our business. The Code applies to EVI and all of its subsidiaries (together, the "Company"). Any reference to the Company in the Code includes EVI and all the subsidiary companies of EVI. All Company officers, employees (which for purposes of the Code includes all full-time, part-time, contract, and temporary employees) are required to abide by the Code, and all directors and independent contractors are required to abide by the Code to the extent that they are carrying out their duties with respect to the Company. The Code cannot and is not intended to cover every applicable law or provide answers to all questions that might arise; for that, we must ultimately rely on each person's good sense of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct. Our business depends on the reputation of the Company and its employees for integrity and principled business conduct. Thus, in many instances, the policies referenced in the Code go beyond the requirements of the law. The Company has adopted a set of core values. These core values are:
Customer Service
Each of our operating companies is dedicated to providing superior products and services to its customers at a fair price.
Integrity
Our strength and character as an organization begins with each of us as individuals. We are committed to honesty in our dealings with each other and our customers, trustworthiness in our conduct and responsibility in our word and our deeds.
Employees
We recognize that our employees are vital to our success. We will treat them with respect and dignity and support them in reaching their full potential.
Corporate Citizenship
We recognize our responsibility to assume leadership in making our community a better place to live for all citizens.
Shareholder Value
We recognize that in being a public corporation we are the guardians of our owners' investment. Consistent with the values above, we will strive to maximize the value of our owners' investment over time. These core values should serve as a guide in conducting your business on behalf of the Company. In this regard, you should be especially alert and sensitive to situations that might compromise your credibility, integrity or relationship with our customers, suppliers, shareholders, communities that we serve or your fellow employees. In most cases, it is easy to apply our core values to business situations. Occasionally, however, you may feel uncomfortable or uncertain, in which case, feel free to discuss your questions with one or more of the following individuals: your supervisor, your Director of Human Resources, any attorney in the Legal Department of EVI (the “Legal Department), any member of the Audit Committee of the Board of Directors (the “Board”) of EVI (the “Audit Committee”), or EVI’s Compliance Officer(s) (the “Compliance Officer(s)”), as designated, from time to time, by the Board. When uncertain about the "right thing to do," it might be useful to ask yourself these five questions:
If you answer "yes" to any of these five questions, you should discuss the situation with an appropriate resource person, as described above. Our job is to help you make the best possible decision, to use our values wisely to build a stronger Company and to ensure that trust, respect and integrity are the foundation of all that we do. The following pages describe how these core values apply to our daily decisions and work; naturally, this is not all-inclusive, but merely a framework for understanding and using our guiding principles. II. BEHAVIOR Conduct Supporting our Core Values You must conduct yourself in ways that build customer confidence and the Company's credibility in the community. As members of the community, your conduct reflects on the Company. Any behavior that compromises customer and community confidence is unacceptable. Examples of such behavior include but are not limited to: 1. Drinking of alcoholic beverages (other than as permitted at functions or events approved by the Company’s Chief Executive Officer (“CEO”)), possession or the unprescribed use or distribution of any controlled substance or illegal drug, or any other illegal act which occurs on work premises (including any non-Company site where you are performing work on behalf of the Company) or during your work hours (including meal breaks or rest periods) or which interferes with work performance. 2. Dishonest acts, including stealing, lying, falsifying documents or taking property for unauthorized use. 3. Misusing Company funds, including submitting false expense reports or purchasing items for personal use. 4. Conducting, other than on an incidental and occasional basis, personal matters on work premises or on Company time. 5. Gambling on Company property or on the job at any time. 6. Displaying any violent behavior or threatening violence in the workplace or work site. Joking about violence or potential violence is not acceptable behavior. "Violence" is defined to include physically harming oneself or another, shoving, pushing, harassment, verbal or physical intimidation, coercion, brandishing weapons, and threats of violence. Other conduct or behavior may constitute violence when considered in the context of the surrounding circumstances. 7. Unauthorized possession of firearms or other weapons on Company premises. 8. Using, other than on an incidental and occasional basis, Company resources (including vehicles, tools, computer systems, telephones and photocopying facilities) for non-job-related purposes unless approved by the Company or approved in advance by your supervisor.
9. Carelessness regarding Company property and equipment and failing to prevent waste, loss, misuse or theft. 10. Failing to comply with occupational health and safety regulations, industry safety standards and Company accident prevention manuals. 11. Failing to follow all laws relating to public health, safety and the environment. 12. Soliciting, accepting, giving or offering improper payments (including money, services, goods or favors) of any kind to, from or for any person or organization for any reason whatsoever. A payment is improper if it creates a feeling of obligation or interferes with your exercise of good judgment in business decisions. Food that is intended to be consumed on the work premises is an example of what would normally be considered acceptable and, therefore, not an improper form of payment. 13. Borrowing or having outstanding loans in amounts over $100 from fellow employees or asking another employee to co-sign or guarantee a promissory note. This does not apply to related employees. 14. Using the Company's name, directly or indirectly, to endorse products or services or other firms or individuals that supply them, without the advance approval of an executive officer (as used in the Code, "executive officer" means any officer of EVI). 15. Any other conduct that prevents you from being able to perform your assigned duties competently, safely, efficiently and impartially.
III. INFORMATION In order to protect the privacy of our customers and provide them with outstanding service, you must manage the information for which you are responsible with care, precision and discretion. Accurate and reliable records are of critical importance to the Company in meeting legal, financial and management obligations. You must ensure the accuracy of all Company accounts, reports, bills, invoices, records and correspondence for which you are responsible. EVI is required to file various periodic reports with the Securities and Exchange Commission, and it is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all required periodic reports. No entry should be made on the books and records of the Company that intentionally hides or disguises the true nature of any transaction. At no time may unrecorded funds or assets of the Company be established or maintained. Only lawful payments under federal and state laws are authorized. Company documents or information from Company records may not be released to anyone outside the Company without a valid business purpose and the written consent of an officer of EVI. The Company has established internal control policies and procedures to protect Company assets, to ensure compliance with applicable laws and regulations and to produce financial records and reports that are accurate and reliable. We are all responsible for maintaining and complying with these controls including reporting suspected improper actions. If you suspect an improper action, full disclosure should be made to your Controller, your Chief Financial Officer, your President or CEO, the Compliance Officer(s) or any attorney in the Legal Department, any of whom should promptly notify the Compliance Officer(s). The Compliance Officer(s) will, as appropriate, notify the Audit Committee. In addition, the Audit Committee has established procedures so that any employee of the Company may submit, on a confidential, anonymous basis if the employee so desires, any concerns regarding financial statement disclosures, accounting, internal accounting controls or auditing matters. You may express such concerns to the Audit Committee by setting forth your concerns in writing and forwarding them in a sealed envelope to the Chairman of the Audit Committee, in care of the EVI Corporate Secretary, and labeling the envelope: "To be opened by the Audit Committee only." If you would like to discuss any matter with the Audit Committee, you should indicate this in the submission and include a telephone number at which you might be contacted if it is deemed appropriate. Any such envelopes received by the EVI Corporate Secretary will be forwarded promptly to the Chairman of the Audit Committee. The Audit Committee will take any action that it deems appropriate in order to respond to a complaint or concern. These procedures are also set forth in an annex to the Charter of the Audit Committee, which is available on the Company's Internet website. Protection and Proper Use of Company Assets We each have a duty to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. We should take measures to prevent damage to, and theft or misuse of, Company property. When you leave the Company, all Company property must be returned to the Company. All Company assets should only be used as authorized by the Company. The Company has all right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, which directly relate to the Company's business (whether or not patentable or registrable under copyright or similar laws), which you may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, while you are an employee of the Company. All original works of authorship which are made by you (solely or jointly with others) within the scope of, and during the period of, your employment with the Company, and which are protectible by copyright are "works made for hire," as that term is defined in the United States Copyright Act. Confidential Information In the course of your employment, you may learn facts about the Company's business, plans, operations or "secrets of success" that are not known to the general public or to competitors. Sensitive information such as customer data, the terms offered or prices charged to particular customers, marketing or strategic plans, product specifications and production techniques are examples of the Company's confidential information or trade secrets. Confidential information includes all nonpublic information that might be of use to competitors, or be harmful to the Company or its customers, if disclosed. During the course of performing your responsibilities, you may obtain information concerning possible transactions with other companies or receive confidential information concerning other companies or individuals, such as our customers, which the Company may be under an obligation to maintain as confidential. You must maintain the confidentiality of information entrusted to you by the Company or its customers, both during your employment and after you leave the Company, except when disclosure is authorized or legally mandated. If you are uncertain as to whether disclosure of information is permissible or required, you should consult with an officer of EVI, any attorney in the Legal Department, or the Compliance Officer(s), prior to disclosing the information. You should take every practical step to preserve the confidentiality of such information, including:
Computer and Communication Resources
When you are using the Company's resources to send e-mail or voicemail or to access Internet services, you are acting as a representative of the Company. Any improper use of these resources could reflect poorly on the Company, damage its reputation and expose you and the Company to legal liability. Use of computer and communication resources must be consistent with all other Company policies, including those relating to harassment and privacy and copyright, trademark, trade secret and other intellectual property considerations. All of the computing resources used to provide computing and network connections throughout the organization are the property of the Company and are intended for use by Company employees to conduct the Company's business. All email, voicemail and files (including personal files) stored on Company computers are Company property. Even personal messages on the Company's e-mail and voicemail systems are Company property. You should therefore have no expectation of personal privacy in connection with these resources. The Company may, from time to time and at its sole discretion, review any files stored or transmitted on its computer and communication resources, including e-mail messages, for compliance with Company policy. Incidental and occasional personal use of electronic mail and telephones is permitted, but such use should be minimized and the length of the messages should be kept as short as possible, as these messages cost the Company in both productive time and money. You should not use Company resources in a way that may be unlawful or disruptive or offensive to others. At all times when sending e-mail or transmitting any other message or file, you should not transmit comments, language, images or other files that you would be embarrassed to be seen by any person. Remember that your "private" e-mail messages are easily forwarded to a wide audience. In addition, do not use these resources in a wasteful manner. Unnecessarily transmitting messages and other files wastes not only computer resources, but also the time and effort of each employee having to sort and read through his or her own email. In addition to the policies described above, the Company has established information technology policies. You are expected to comply with all such policies to the extent applicable, but in the event of a conflict between any such policy and the Code, the Code prevails. Copies of these policies are available from the Company’s Information Technology Department or any of the Compliance Officers. Record Retention The Company is committed to compliance with all applicable laws governing the preservation of records. The applicable records retention policies of EVI provide guidance in this regard, and must be followed by all employees. If you learn of a subpoena or pending, imminent or contemplated litigation or a government investigation, you should immediately contact the appropriate Compliance Officer or any attorney in the Legal Department (who shall then contact the appropriate Compliance Officer(s)). You must retain and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until you are advised how to proceed. You must not destroy any such records in your possession or control. You must also affirmatively preserve from destruction all relevant records that without intervention would automatically be destroyed or erased (such as e-mails and voicemail messages). Destruction of such records, even if inadvertent, could seriously prejudice the Company. Any questions regarding whether a particular record pertains to a pending, imminent or contemplated investigation or litigation or may be responsive to a subpoena or how to preserve particular types of records should be directed to the appropriate Compliance Officer(s).
IV. GIFTS, FAVORS AND ENTERTAINMENT AND PURCHASING PRACTICES Materials and services will be acquired on behalf of the Company on a fair and impartial basis and purchasing decisions will be made on the basis of quality, reasonable prices and service, and in compliance with purchasing practices. Any type of gift, favor or entertainment is improper and unacceptable if it creates a feeling of obligation or interferes with the recipient's exercise of good judgment in business decisions, or creates an express or implied understanding that the recipient is in any way obligated by acceptance of the gift. Company policy, the U.S. Foreign Corrupt Practices Act (the "FCPA"), and the laws of many other countries prohibit the Company and its officers, employees and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. You must comply with the FCPA. Gifts, Favors and Entertainment Many companies use gifts, favors and entertainment to express their appreciation to those with whom they do business. The Company recognizes that this practice exists, but cautions you against soliciting or receiving any benefit that might in any way create a feeling of obligation or interfere with your exercise of good judgment in business decisions or the value of which is not reasonable under the circumstances. The following are considered improper: 1. Gifts, favors and entertainment received as an employee from a current, past or potential supplier, vendor or other person on a frequent basis or where the value exceeds a reasonable amount under the circumstances. 2. Cash or monetary payment from a current, past or potential supplier, vendor or other person.
3. Goods or services purchased at significantly reduced prices not available to the general public on a frequent basis or where the value exceeds a reasonable amount under the circumstances.
The following are generally considered acceptable:
1. Entertainment, invitations to social events, working luncheons, and other business-related events that are in good taste, provided in moderation as part of the normal business practice and reasonable in value under the circumstances. 2. Advertising or sales promotion items of nominal value that carry a company name or trademark. Such items include pens, pencils, note pads, key chains and calendars. 3. Reasonable food items, such as snacks offered as a gesture of hospitality, even if on a regular basis. 4. Discounts or rebates on goods or services that do not exceed those available to the general public or which are provided under a Company-sponsored program. 5. Gifts, favors or entertainment related to generally recognized events or occasions, such as a promotion, new job, wedding, retirement, holiday or birthday, and that are reasonable in value under the circumstances. Purchasing Practices Employees, including those who work in areas such as marketing, sales, engineering, purchasing and contract administration, regularly come in contact with suppliers, contractors or customers selling goods and services to the Company. These employees, in particular, and those who supervise them, must exercise caution to ensure that acceptable purchasing practices are followed. These include:
1. Promote positive supplier relationships through fair dealing and impartiality and avoid any appearance of favoritism or special consideration (other than through a formally structured business alliance approved by EVI. 2. Avoid potential conflicts between personal and business interests. 3. Do not solicit or accept for yourself (or any other person) money, loans, credit, gifts, favors or entertainment in order to obtain or retain business, realize higher or lower prices or obtain any other benefit for the Company. 4. Consider all possible consequences, including public perception, when handling confidential or nonpublic information regarding purchasing.
5. Refrain from suggesting or implying to any supplier, contractor or customer that purchases or sales by the Company are dependent upon purchases or sales from the Company by the supplier, contractor or customer. 6. Obey applicable federal, state and local laws governing purchasing practices. V. SOLICITATIONS AND CONTRIBUTIONS Solicitations Soliciting contributions can be uncomfortable and disruptive to work environments. Generally, during working hours, you should not solicit fellow employees for any cause or organization other than Company-sponsored or approved events. Any such solicitations should not interfere with the effective, efficient discharge of duties by you or others.
Customary sales of items on behalf of community nonprofit organizations (such as food items for the Girl Scouts, etc.) may be conducted as long as you are respectful of your fellow employees who do not wish to participate in the sale and any such sales do not interfere with the effective, efficient discharge of duties by you or others. If you wish to circulate solicitations for community groups, including posting information on Company bulletin boards, you should obtain the approval of your Director of Human Resources. Charitable Contributions The Company provides financial support, services and materials for social welfare, health, education, community, cultural and other programs. The Company encourages you to contribute your time and money to community, religious or charitable organizations. Such contributions are made voluntarily and privately and in no way indicate the Company's approval or disapproval of the particular organization. Political Contributions and Endorsements While you may get involved in political activities, including making political contributions to your chosen candidates, causes or political action committees, it is against Company policy to reimburse you for any such personal contribution. Officers of EVI should act with extra sensitivity with respect to any involvement with a candidate for public office
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