Exhibit 14
REAL ESTATE ASSOCIATES LIMITED III
CODE OF BUSINESS CONDUCT AND ETHICS
The Company is committed to maintaining the highest standards of business conduct and ethics. This Code reflects the business practices and principles of behavior that support this commitment. We expect every Covered Person to read and understand this Code and its application to the performance of your business responsibilities.
This Code cannot possibly describe every practice or principle related to honest and ethical conduct. This Code addresses conduct that is particularly important to proper dealings with the people and entities with which we interact on behalf of the Company, but reflects only a part of our commitment. The Company’s employee handbook contains additional policies of the Company that supplement or amplify this Code in certain areas and should be read in conjunction with this Code.
Action by members of your immediate family, significant others or other persons who live in your household also may potentially result in ethical issues to the extent that they involve Company business. For example, acceptance of inappropriate gifts by a family member from one of the Company’s suppliers could create a conflict of interest and result in a Code violation attributable to you. Consequently, in complying with this Code, you should consider not only your own conduct, but also that of your immediate family members, significant others and other persons who live in your household.
The integrity and reputation of the Company depends on the honesty, fairness and integrity brought to the job by each person associated with us. It is the responsibility of each Covered Person to apply common sense, together with their own highest personal ethical standards, in making business decisions where there is no stated guideline in this Code. Unyielding personal integrity is the foundation of corporate integrity.
You should not hesitate to ask questions about whether any conduct may violate this Code, voice concerns or clarify ambiguous areas. Section 14 below details the compliance resources available to you. In addition, you should be alert to potential violations of this Code by others and report suspected violations, without fear of any form of retaliation, as further described in Section 14.Violations of this Code will not be tolerated. Any Covered Person who violates the standards in this Code may be subject to disciplinary action, up to and including termination of employment and, in appropriate cases, civil legal action or referral for criminal prosecution.
It is our policy to conduct our business in an environmentally responsible way that minimizes environmental impacts. We are committed to minimizing and, if possible, eliminating the use of any substance or material that may cause environmental damage, reducing waste generation and disposing of all waste through safe and responsible methods, minimizing environmental risks by employing safe technologies and operating procedures, and being prepared to respond appropriately to accidents and emergencies.
If you have any questions about a potential conflict or if you become aware of an actual or potential conflict and you are not an officer or director of the Company, you should discuss the matter with your supervisor or the Company’s legal counsel. Conflicts of interest are prohibited unless specifically approved by authorized persons. Supervisors are not authorized to approve a conflict of interest without first seeking the approval of the Company’s legal counsel and filing with the Company’s legal counsel a written description of the approved activity. If your supervisor is involved in the potential or actual conflict, initially, you should discuss the matter directly with the Company’s legal counsel. Officers and directors may seek authorization from individuals serving in roles functioning as the principal executive officer (the “PEO”) or the principal financial officer (the “PFO”) of the Company. Factors that may be considered in evaluating a potential conflict of interest are, among others:
· whether it may interfere with the Covered Person’s job performance, responsibilities or morale;
· whether the Covered Person has access to confidential information;
· any potential adverse or beneficial impact on our business;
· whether it would enhance or support a competitor’s position;
· the extent to which it would appear improper to an outside observer.
· Employment by (including consulting for) or service on the board of a competitor, customer or supplier or other service provider. Activity that enhances or supports the position of a competitor to the detriment of the Company is prohibited, including employment by or service on the board of a competitor. Employment by or service on the board of a customer or supplier or other service provider is generally discouraged and you must seek authorization in advance if you plan to take such action.
· Moonlighting without permission.
You may not take personal advantage of opportunities that are presented to you or discovered by you as a result of your position with usor through your use of corporate property or information, unless authorized by the PEO, the PFO or the Company’s legal counsel. Even opportunities that are acquired privately by you may be questionable if they are related to the Company’s existing or proposed lines of business. You cannot use your position with usor corporate property or information for improper personal gain. Unless otherwise set forth in any agreement between you and the Company or otherwise approved by the PEO, the PFO or the Company’s legal counsel, you may not compete with us in any way during the term of your engagement with the Company.
6. Maintenance of Corporate Books, Records, Documents and Accounts; Financial Integrity; Public Reporting
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage. No business gift or entertainment should ever be offered, given, provided or accepted by any Covered Person unless it:
- is not a cash or cash equivalent gift;
- is consistent with customary business practices;
- is objectively not excessive in value;
- cannot be construed as a bribe, a payoff, or as otherwise intended to inappropriately influence a business decision; and
- does not violate any laws, regulations, or applicable policies.
Please discuss with your supervisor or the Company’s legal counsel any business entertainment or gifts which you are not certain are appropriate.
9. Political Involvement or Contributions
10. Protection and Proper Use of Company Assets
All Covered Persons are expected to protect our assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on our profitability. Company property is expected to be used only for legitimate business purposes, although incidental personal use may be permitted. Covered Persons should be mindful of the fact that we retain the right to access, review, monitor and disclose any information transmitted, received or stored using our electronic equipment, with or without an employee’s or third party’s knowledge, consent or approval. Any misuse or suspected misuse of our assets must be immediately reported to your supervisor or the Company’s legal counsel.
One of our most important assets is our confidential information. Covered Persons who have received or have access to confidential information about the Company should take care to keep this information confidential. Except when disclosure is authorized or legally mandated, you must not share our or our affiliates’ or customers’ confidential information with third parties or others within the Company who have no legitimate business purpose for receiving that information. Unauthorized use or distribution of this information could also be illegal and result in civil liability and/or criminal penalties.
You should also take care not to inadvertently disclose confidential information about the Company. Materials that contain confidential information, such as memos, notebooks and computers should be stored securely. Unauthorized posting or discussion of any information concerning our business, information or prospects on the Internet is prohibited. Be cautious when discussing sensitive information in public places like elevators or airports. All business related emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of the Company, except where required for legitimate business purposes.
12. Encouraging the Reporting of any Illegal or Unethical Behavior
Any waiver of this Code for any Covered Person, including the executive officers (including our principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions)) or directors may be authorized only by our general partner. All waivers of this Code will be disclosed to unitholders as required by applicable laws, rules and regulations.
14. Compliance Standards and Procedures
The PEO, the PFO and the Company’s legal counsel are responsible for:
· investigating Potential Violations;
· training new employees in Code policies;
· conducting annual training sessions to refresh employees’ familiarity with this Code;
· updating this Code as needed and alerting employees to any updates, with appropriate approval of the Audit Committee of the Board of Directors, to reflect changes in the law, the Company operations and in recognized best practices, and to reflect the Company’s experience; and
· otherwise promoting an atmosphere of responsible and ethical conduct.
Your most immediate resource for any matter related to this Code is your supervisor. Your supervisor may have the information you need, or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concern with the PEO, the PFO or the Company’s legal counsel.
Clarifying Questions and Concerns; Reporting Potential Violations
If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor; even the appearance of impropriety can be very damaging and should be avoided.
If you are aware of Potential Violation of Code standards by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the Potential Violation that you believe has occurred, including any information you have about the persons involved and the time of the Potential Violation.Whether you choose to speak with your supervisor or the Compliance Hotline, you should do so without fear of any form of retaliation. We will take prompt disciplinary action against any employee who retaliates against you, up to and including termination of employment.
Supervisors must promptly report any complaints or observations of Potential Violations tothe PEO, the PFO or the Company’s legal counsel, who will report to the designated Company contacts your concern for investigation promptly and with the highest degree of confidentiality that is possible under the specific circumstances. Your cooperation in the investigation will be expected. As needed, the PEO or the PFO will consult with legal counsel and/or the general partner.
If the investigation indicates that a violation of this Code has probably occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that an employee is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil action or referral for criminal prosecution. Appropriate action may also be taken to deter any future Code violations.