Exhibit 14.1
SOw Good INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Introduction
It is the general policy of Sow Good Inc. (the “Company”) to conduct its business activities and transactions with the highest level of integrity and ethical standards and in accordance with all applicable laws. In carrying out this policy, the Company has adopted the following Code of Business Conduct and Ethics (this “Code”). In addition to being bound by any other codes, policies, and procedures of the Company, all of the employees of the Company are subject to the following additional specific policies contained in this Code.
This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees, officers, and directors of the Company and its subsidiaries. Those persons designated as the Company’s senior financial officers in the Code of Ethics for Senior Financial Officers shall also be required to comply with the provisions thereof. All such persons must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. Those who violate the standards in this Code or who fail to cooperate with management directions given to effect compliance with this Code may be subject to disciplinary action, possibly including termination of employment. This Code may be amended, modified or waived from time to time.
In the event of a discrepancy between other codes, policies, and procedures of the Company and this Code, the more stringent of the rules will apply.
If you have any questions regarding this Code, you should address your questions to your supervisor or to the Chief Financial Officer of the Company.
Basic Principles and Practices
Compliance with Laws, Rules, and Regulations
Company policy requires that our business activities comply with both the letter and the spirit of all applicable laws, rules, and regulations. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers, or other appropriate personnel.
The Company requires full compliance with domestic and international anti-bribery laws and regulations, including the Foreign Corrupt Practices Act (“FCPA”) and the UK Bribery Act 2010 (the “UKBA”), which collectively makes illegal any corrupt offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value to any foreign or domestic official, or any foreign or domestic political party, candidate or official, for the purpose of (i) influencing any act or failure to act, in the official capacity of that official or party or (ii) inducing the official or party to use influence to affect a decision of a government or agency; in order to obtain or retain business for anyone, or direct business to anyone. All Company employees, officers, directors, and consultants, whether located in the United States or abroad, are responsible for compliance with the FCPA and the UKBA and other anti-bribery law and regulations and for compliance with Company procedures to ensure such compliance. Please refer to the Company’s Anti-Corruption
Compliance Manual for additional information regarding compliance with domestic and international anti-bribery laws and regulations.
Confidentiality
Employees who come into possession of non-public information regarding the Company or any other companies as to which the employee receives information not available to investors generally must safeguard the information from the public and not intentionally or inadvertently communicate it to any person (including family members and friends) unless the person has a need to know relationship with the information for legitimate, Company-related reasons. This duty of confidentiality is important both as to the Company’s competitive position and with respect to the securities laws applicable to the Company as a public company as its employees. Confidential information cannot be disclosed by any employee to any third party unless the third party has signed a nondisclosure agreement approved by the Company’s management and should be divulged only to persons having a need to know the information in order to carry out their job responsibilities. Further, you may not use any confidential information other than for legitimate, Company-related reasons. You must also abide by any specific agreements, such as a Confidential Information and Invention Assignment Agreement and Company policies regarding confidentiality between you and the Company.
Consistent with the foregoing, all employees should be discreet with respect to confidential information about the Company or any other companies as to which the employee receives information not available to investors generally and not discuss it in public places.
Confidential information related to the Company or any other companies as to which the employee receives information not available to investors generally can include a variety of materials and information regarding the ongoing operations and plans of the Company, and also includes information that customers, partners, or vendors have provided to us. For example, confidential information can include facility or product development plans, patents, significant new contracts, information regarding the financial health and performance of the Company or other companies, salary and personnel information, plans regarding significant acquisitions or divestitures, plans to raise additional capital, and marketing and sales plans.
Conflicts of Interest
A “conflict of interest” arises when a person’s loyalties or actions are divided between the interests of the Company and those of another, such as a competitor, supplier, customer, or personal business. A conflict of interest can arise when an employee takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. A conflict of interest may also arise when an individual, or a member of his or her family, receives an improper personal benefit as a result of his or her position in, or relationship with, the Company. Breach of confidentiality obligations can also give rise to a conflict of interest. Moreover, the appearance of a conflict of interest alone can adversely affect the Company and its relations with customers, suppliers, and employees.
Employees are expected to use good judgment, to adhere to high ethical standards, and to avoid situations that create an actual or potential conflict of interest. It is almost always a conflict of interest for employees to work simultaneously for a competitor, customer, or supplier.
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A conflict of interest can also arise with respect to employment of relatives and persons with close personal relationships. If an employee or someone with whom an employee has a close relationship (e.g., a family member or close companion) has a financial or employment relationship with an actual or potential competitor, supplier, or customer, the employee must disclose this fact in writing to the head of finance or head of human resources of the Company. The Company may take any action that it deems necessary in its sole discretion to avoid or remedy an actual, prospective or perceived conflict of interest, including a reassignment of some or all of the employee’s duties or change of the employee’s position.
A conflict of interest may not always be clear; therefore, you should consult with higher levels of management if you have any questions. Any employee who becomes aware of a conflict or a potential conflict should bring it to the attention of the head of finance, head of human resources of the Company.
Corporate Opportunities
You must not take for yourself personally (or for the direct benefit of friends or family members) opportunities that are discovered through the use of Company property or confidential information or your position with the Company without the consent of the Board of Directors (the “Board”) or its designees. No employee may use corporate property, information, or their position for direct or indirect improper personal gain, and no employee may compete with the Company directly or indirectly while they are employed by the Company. You owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Fair Dealing
Although the prosperity of our Company depends on our ability to outperform our competitors, the Company is committed to achieving success by fair and ethical means. We seek to maintain a reputation for honesty and fair dealing among our competitors and the public alike. In light of this aim, dishonest, unethical, or illegal business practices are prohibited, including, without limitation, corruption, bribery, kickbacks, extortion, embezzlement, or other similar practices. An exhaustive list of unethical practices cannot be provided. Instead, the Company relies on the judgment of each individual to avoid such practices. Furthermore, each employee should endeavor to deal fairly with the Company’s customers, suppliers, competitors, and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair business practice.
Payments or Gifts from Others
Under no circumstances may employees, officers, directors, agents, or contractors accept any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value from customers, vendors, consultants, or others that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events, and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy. Questions regarding whether a particular payment or
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gift violates this policy are to be directed to the head of finance or head of human resources of the Company.
Gifts given by the Company to suppliers or customers or received from suppliers or customers should always be appropriate to the circumstances and should never be of a kind that could create an appearance of impropriety. The nature and cost must always be accurately recorded in the Company’s books and records. You are expected to comply with the Company’s Anti-Corruption Compliance Manual.
Health and Safety
The Company strives to provide a safe and healthy work environment. All employees have responsibility for maintaining a safe and healthy workplace for all other employees by following the Company’s safety and health rules, policies and practices, and reporting accidents, injuries, and unsafe equipment, practices, or conditions. The Company does not tolerate harassment or workplace violence of any kind.
Insider Trading
You are not permitted to use, share, or disseminate material, non-public information for stock trading purposes or for any other purpose except the conduct of our business. Material, non-public information is any information not generally known to the public that a reasonable investor would find important in executing transactions to buy or sell securities in a company. To use material, non-public information for personal financial benefits or to “tip” others who might make an investment decision on the basis of this information is unethical and illegal. You are expected to comply with the Company’s Insider Trading Policy.
Protection and Proper Use of Company Assets
No secret or unrecorded fund of Company assets or cash shall be established or maintained for any purpose. Anyone spending or obligating Company funds should be certain that the transaction is properly and appropriately documented and that the Company receives appropriate value in return.
All employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported to the head of finance or head of human resources of the Company for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.
Record Keeping
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. If you use a business expense account, expenses to be reimbursed must be documented and recorded accurately. If you are not sure whether an expense is appropriate, ask your supervisor.
All of the Company’s books, records, accounts, and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions, and must
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conform both to applicable legal requirements and to the Company’s system of internal controls. All Company business data, records, and reports must be prepared truthfully and accurately. The Company’s business records must be maintained for the periods specified in the Company’s applicable record retention policies.
Employees who contribute to or prepare the Company’s financial statements, public filings, submissions, or communications should do so in accordance with the following guidelines:
Business records and communications often become public, and employees should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports.
Full, Fair, and Accurate Disclosure in Public Filings and Communications
The Company’s commitment to its stockholders demands that we provide full, fair, accurate, timely and understandable disclosure in the reports, documents and communications filed with the Securities and Exchange Commission and in other public communications. Although certain personnel are more directly involved in the preparation of such reports, documents and communications than others, the Company expects all members of our community to accept this responsibility to our stockholders. Accordingly, all employees, officers, directors and consultants have an ethical responsibility to provide prompt, complete and accurate information in response to inquiries related to preparation of the Company’s public disclosure documents and public communications. In addition, and in order to ensure accurate financial reporting to our
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stockholders, those personnel who participate in the maintenance and preparation of the Company’s books, records and accounts must ensure that the transactions and events recorded therein are done so in an accurate and complete manner in compliance with required accounting principles and Company policies.
Implementation
Violations of this Code or of any direction given by management in order to effect the provisions, goals, and aims of this Code may result in disciplinary action, up to and including termination of employment.
Waiver
Any waiver of this Code for executive officers or directors or any waiver of the Code of Ethics for Senior Financial Officers may be made only by the Board, or a committee of the Board responsible for corporate governance, and will be promptly disclosed as required by law.
Reporting Unethical or Illegal Behavior
Employees are responsible for being aware of the corporate policies applicable to their activities and to comply with them fully. If you become aware of illegal activity, unethical behavior, a violation of this Code, or believe that a violation may take place in the future, you must promptly report the matter. Failure to report a known violation allows misconduct to go unremedied and is itself grounds for discipline. Ordinarily, the report may be made to the employee’s immediate supervisor who, in turn, must report it to the head of finance or head of human resources of the Company. If the report pertains to concerns regarding questionable accounting or auditing matters, the employee should direct the report to the Chair of the Audit Committee of the Board as described in the Company’s policy entitled “Procedures for the Reporting of Questionable Accounting and Auditing Matters.”
Reporting Procedures and Enforcement
Employees must report evidence of wrongdoing, complaints, or concerns relating to accounting and auditing matters to the Chair of the Audit Committee at any time. This report may be made in person or in writing, and may be anonymous, at the employee’s discretion, through the following:
Actions prohibited by this Code involving directors or executive officers must be reported to the Audit Committee.
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Actions prohibited by this Code, including grievances relating to working conditions and management practices, involving anyone other than a director or executive officer must be reported to the reporting person’s supervisor, head of human resources, Chief Financial Officer, or by anonymous hotline at 833-759-7300 (English-speaking USA and Canada), 800-216-1288 (Spanish-speaking USA and Canada) or 800-681-5340 (Spanish-speaking Mexico).
After receiving a report of an alleged prohibited action, the Audit Committee will promptly take all appropriate actions necessary to investigate the action. All directors, officers and employees are expected to cooperate in any internal investigation of misconduct, and the Company will ensure prompt and consistent action against violations of this Code.
Upon receipt of a determination that there has been a violation of this Code, the Board of Directors or the General Counsel will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.
Employees submitting a report on an anonymous basis are strongly encouraged to keep a copy of the report (if made in writing) and a record of the time and date of their submission, as well as a description of the matter as reported if the report was not in writing.
Employees are encouraged to provide as much specific information as possible, including names, dates, places, and events that took place, relevant documents, and the employee’s perception of why the incident(s) may be misconduct.
If possible, the employee should provide a means by which she/he can be contacted in the event that an investigator needs to follow-up or wants to report back to the employee.
No Retaliation for Reports Made in Good Faith
We will not allow retaliation against an employee for reporting a possible violation of this Code unless it can be shown that the report was knowingly false. Retaliation for reporting a federal offense is illegal under federal law and prohibited under this Code. Such retaliation will result in discipline up to and including termination of employment and may also result in criminal prosecution. The employee is protected from retaliation even if the investigator does not agree that there has been a violation. However, if the employee making the report was involved in improper activity, the fact that he or she reported it will not necessarily prevent him or her from being disciplined for his or her participation in the violation. In these circumstances, the Company may consider the employee’s conduct in promptly reporting the information as a mitigating factor in any disciplinary decision.
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What to Do if You Have Questions or Are Unsure About a Transaction
We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations, it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
Accountability for Adherence to this Code
The Board shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code, and shall include written notices to the individual involved that the Board or its designee has determined that there has been a violation, and may include censure by the Board or its designee, demotion or re-assignment of the individual involved, suspension with or without pay (as determined by the Board or its designee), and termination of the individual’s employment or other service.
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ACKNOWLEDGMENT
I have received and read the Company’s Code of Business Conduct and Ethics. I understand the standards and policies contained in the Company’s Code of Business Conduct and Ethics and understand that there may be additional policies or laws specific to me depending on my role with the Company. I further agree to comply with the Company’s Code of Business Conduct and Ethics.
If I have questions concerning the meaning or application of the Company’s Code of Business Conduct and Ethics, any Company policies, or the legal and regulatory requirements applicable to my job, I know I can consult my manager or the head of finance or head of human resources of the Company, knowing that my questions or reports to these sources will be maintained in confidence.
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Name:
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Signature:
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Date:
Please sign and return this form to the Human Resources Department. In the alternative, the Company may accept confirmation of your acknowledgment via electronic transmission, such as electronic mail.
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