ALLEN ORGAN COMPANY
EXHIBIT 14 - CODE OF BUSINESS CONDUCT AND ETHICS
1. Overview
Allen Organ Company has a long-standing commitment to and a reputation
for complying with applicable laws, rules and regulations and
conducting business with honesty and high ethical standards.
Upholding this commitment and maintaining our valuable reputation for
doing what is right is critical for our continued success. The
reference throughout this Code to "the Company" includes Allen Organ
Company and all of its wholly and majority owned subsidiaries.
This Code of Business Conduct and Ethics (the "Code") summarizes our
standards of business conduct and ethical principles. It applies to
all employees, officers and members of the Board of Directors of the
Company. The Company also expects others who work on the Company's
behalf, such as agents and consultants, to be guided by this Code in
their work for the Company. All of the foregoing persons are from
time to time directly referred to herein as "you."
Beyond compliance with applicable laws, rules and regulations, you are
expected to observe high standards of business and personal ethics in
your work for the Company. This requires the practice of honesty and
integrity in every aspect of dealing with other Company employees, the
public, business partners and the business community, stockholders as
well as governmental and regulatory authorities. Since no code or
policy can address every ethical choice that you may face in our
business, the Company also relies on your good sense and judgment of
what is right, including a sense of when it is appropriate to seek
guidance from others on the proper course of conduct.
Compliance with this Code is imperative. Violations will result in
corrective and disciplinary action, which may include dismissal for
employees, termination of services for agents and consultants or other
appropriate actions.
2. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on
which the Company's ethical standards are built. In performing your
work for the Company, you must comply with all applicable governmental
laws, rules and regulations of the jurisdictions in which we operate.
Although not everyone is expected to know all of the details of these
laws, rules and regulations, which can be complex, you are expected to
understand the general legal and regulatory framework applicable to
your job function and to know enough to determine when to seek advice
from supervisors, managers or other appropriate personnel with respect
to a compliance issue that may arise. Accordingly, you are expected
to be familiar with, through continuing education if appropriate, the
laws, rules and regulations applicable to your particular areas of
responsibility for the Company.
3. Conflicts of Interest
A "conflict of interest" exists when an employee, officer or director
has a material private interest or personal relationship that
interferes, or even appears to interfere, with the interests of the
Company as a whole. A conflict of interest can arise when an
employee, officer or director takes actions or has interests that may
make it difficult to perform his or her Company work objectively and
effectively. It is the Company's policy that actual or apparent
conflicts of interest must be avoided, and any material transaction or
relationship involving a potential conflict of interest must be
approved in advance by the Company's Board. In addition, all related
party transactions of the Company must be reviewed and approved by the
Audit Committee of the Board.
Conflicts of interest may also arise if an employee, officer or
director, or a member of his or her family, receives improper personal
benefits as a result of his or her position with the Company. Company
loans to or guarantees of obligations of such persons are of special
concern and personal loans to executive officers and Directors are
prohibited by the Sarbanes-Oxley Act of 2002. It is the Company's
policy that such conflicts of interest involving improper personal
benefits are prohibited.
If you become aware of any material transaction or relationship that
reasonably could be expected to give rise to a conflict of interest,
you must promptly report such transaction or relationship to an
executive officer, member of the Audit Committee or Board of
Directors.
4. Corporate Opportunities
Employees, officers and directors owe a duty to the Company to advance
the Company`s interests when the opportunity to do so arises. It is
the Company's policy that employees, officers and Directors shall not:
- take for themselves personally opportunities that are discovered
through the use of Company property, information or position;
- use Company property, information, or position for improper
personal gain; and
- compete with the Company directly or indirectly.
These restrictions shall not apply to the acquisition of less than one
percent of the publicly traded securities of another company. While
under extraordinary circumstances where it is not detrimental to the
Company, it may be proper for the Company to grant a waiver to the
foregoing policy, any waiver with respect to an executive officer or a
Director must be approved by the Board and disclosed to Company
shareholders.
5. Confidentiality
You must strictly maintain the confidentiality of confidential and/or
proprietary information entrusted to you by the Company or its
business partners, except when disclosure is authorized in advance by
an executive officer or is legally mandated. Confidential information
includes all non-public information that might be of use to
competitors or harmful to the Company or its business partners, if
disclosed. It also includes information that business partners have
entrusted to us. The obligation to preserve confidential and
proprietary information continues even after your employment or other
relationship with the Company ends.
6. Computer System Confidentiality and Security
All computer system data created and stored for the Company and its
customers shall be treated as confidential information and protected.
You shall comply with the Company's Information Technology Security
Policy, as from time to time adopted or revised. As most Company
software is protected by copyright, no computer software licensed to
the Company shall be copied or duplicated by you without the express
written approval of the designated officer of the Company. No one
shall use, in the Company or for the Company, software that is not
licensed to or owned by the Company. The Company requires you to obey
the copyright laws that pertain to licensed software, as violation of
these laws can lead to serious civil and criminal liability for the
Company and the employee involved.
7. Competition and Fair Dealing
The Company seeks to outperform its competition fairly and honestly,
not through unethical or illegal business practices, and you should
endeavor to deal fairly with the Company's business partners,
suppliers, competitors and employees. No one should take unfair
advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any
other unfair dealing practice. Misappropriating proprietary
information of other companies or inducing disclosures of such
information by past or present employees of other companies is
prohibited.
8. Business Entertainment and Gifts
The purpose of business entertainment and gifts is to create goodwill
and sound working relationships, not to gain unfair advantage. No
business entertainment or gift should ever be offered, given, provided
or accepted unless it:
- is not a cash gift;
- is consistent with customary business practices;
- is not excessive in value;
- cannot be construed as a bribe or payoff; and
- does not violate any laws, rules or regulations.
You should discuss with your supervisor any gifts or proposed gifts
which you are not certain are appropriate.
9. Protection and Proper Use of Company Assets
You should take appropriate steps within your areas of responsibility
for the Company to protect its assets and ensure their efficient use.
All Company assets should be used for Company business purposes.
Incidental personal use of telephones, fax machines, copy machines,
personal computers and similar equipment is generally allowed if there
is no additional cost to the Company, it does not interfere with your
work duties and is not related to an illegal activity.
The obligation to protect the Company's assets includes protection of
the Company's proprietary information. Proprietary information
includes intellectual property such as trade secrets, as well as
business plans, engineering and production ideas, databases, records,
salary information and any unpublished financial, operating or
resources data and reports. Unauthorized use or distribution of the
Company's proprietary information would violate this Code and could
also be illegal and result in civil or even criminal penalties.
10. Insider Trading
The Company prohibits employees, officers and Directors who become
aware of material nonpublic information about the Company or another
company during the course of their employment or relationship with the
Company from seeking to benefit by buying or selling securities on the
basis of such nonpublic information. Under Securities and Exchange
Commission rules, the purchase or sale of a security is generally
deemed to be "on the basis" of material nonpublic information if the
person making the trade was "aware" of the information when the trade
was made. In addition, the Company prohibits you from "tipping"
others with material nonpublic information where they may make a
profit or avoid a loss through the trading of securities. Insider
trading and tipping is not only unethical and contrary to this Code,
but also illegal and will be dealt with decisively. If you have any
questions, you should contact the Company's Vice President - Finance.
11. Equal Employment Opportunity
The Company provides an equal employment opportunity to all
individuals based on job-related qualifications and ability to perform
the job, without regard to age, sex, race, color, religion, national
origin or disability. For further details regarding the Company's
equal employment opportunity policy, you should refer to the Employee
Handbook or the Company's Human Resource Manager.
12. Harassment
The Company strives to provide a workplace free of harassment of any
type. For further details regarding the Company's policy against
harassment and related reporting and disciplinary procedures, you
should refer to the Employee Handbook or the Company's Human Resource
Manager.
13. Health and Safety
The Company strives to provide each employee, as well as visitors,
with a healthy and safe work environment. Each employee is
responsible for maintaining a healthy and safe workplace for all
employees by following health and safety rules and practices and
promptly reporting accidents, injuries and unsafe equipment, practices
or conditions.
Employees should report to work in a condition to perform their duties
free from the influence of alcohol or drugs. For further details
regarding the Company's policy against alcohol and drug abuse, you
should refer to the Employee Handbook or the Company's Human Resource
Manager.
14. Environment
The Company's operations are subject to numerous laws, rules and
regulations governing the discharge of materials into the environment
or otherwise relating to environmental protection. The Company is
committed to the protection of the environment by minimizing the
environmental impact of our operations and we intend to comply with
all applicable environmental laws, rules and regulations. If you
become aware of an unreported spill or any other environmental
compliance problem, you must promptly report the same to an
appropriate Company officer or supervisor.
15. Accounting and Other Information Records
The Company relies on its accounting and other information records to
produce financial statements and other reports for management,
stockholders, creditors, governmental agencies and others. Applicable
laws, rules and regulations require that the Company keep accurate
books and records and maintain a system of internal controls to ensure
that our records fairly reflect our transactions.
All Company accounting and other information records, as well as
reports produced from those records, must be kept and presented in
accordance with applicable laws, rules and regulations. In addition,
the Company's accounting records must accurately and fairly reflect in
reasonable detail the Company's assets, liabilities, revenues and
expenses and facilitate the preparation of financial statements in
accordance with generally accepted accounting principles. Compliance
with the Company's system of internal accounting controls is required
at all times. Therefore, unrecorded funds, assets, liabilities or any
other material item shall not occur and false or intentionally
misleading entries, including intentional misclassification of
transactions as to accounts, departments or accounting periods, must
not be made in the Company's accounting records. All transactions
shall be supported by accurate documentation in reasonable detail and
recorded in the proper account and in the proper accounting period.
Many employees use business expense accounts, which must be documented
and recorded accurately. For further details regarding the submission
and approval of business expense reports, you should refer to the
Travel and Entertainment Policy.
All business records and communications should be clear, truthful and
accurate. Since business records and communications can become public
through litigation, government investigations and the media,
exaggeration, inappropriate language, derogatory remarks, guesswork or
inappropriate characterizations of people and companies that can be
misunderstood must be avoided. This applies equally to e-mail
messages, internal memos and formal reports. Records must be retained
in accordance with applicable laws, rules and regulations and
applicable Company record retention policies. In the event of a
pending or anticipated subpoena, legal proceeding or governmental
investigation, you must not dispose of, alter or conceal any records
or documents that are in any way related or relevant to that matter.
If you have any questions in this area, you should contact the
Company's Vice President - Finance.
16. Complaints or Concerns About Accounting or Auditing Matters
The Audit Committee of the Company's Board of Directors has
established procedures for the receipt, retention and treatment of any
complaints received regarding accounting, internal accounting controls
or auditing matters of the Company and the confidential, anonymous
submission by employees of concerns regarding questionable accounting
or auditing matters of the Company. If you have any concerns
regarding accounting, internal accounting controls, auditing matters
or comparable items of the Company, you may contact any member of the
Audit Committee, any other Director or officer of the Company and our
independent auditors. An employee may submit any concern on a
confidential and anonymous basis in accordance with the Procedures for
Accounting/Auditing Complaints and Concerns posted in each office. If
you receive a complaint or a concern, you must promptly forward such
information to the Chairperson of the Audit Committee and the Vice
President - Finance of the Company in accordance with those
procedures.
17. Disclosures in SEC Reports and Other Public Communications
It is the Company's policy that there shall be full, fair, accurate,
timely and understandable disclosure in reports and documents that the
Company files with or submits to the SEC and in other public
communications made by the Company. The Company maintains a system of
disclosure controls and procedures that are designed for the purpose
of ensuring that information required to be disclosed in the Company's
SEC reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms. Such information
is accumulated and communicated to the appropriate executive officers
of the Company to allow timely decisions regarding required
disclosure. Compliance with those disclosure controls and procedures
is imperative. All Company press releases and other similar public
communications must be approved by the appropriate spokesperson(s) and
shall be the product of the good faith best efforts of all persons
involved to present the information in a full, fair, accurate, timely
and understandable manner.
18. Political Contributions
Except for certain nonfederal elections, political contributions to
candidates by corporations are prohibited under U.S. law.
Accordingly, it is the Company's policy that no one may make or commit
to any political contributions on behalf of the Company, and political
contributions may not be made, either directly or indirectly, through
the use of Company expense accounts, through payments to third parties
or through other such devices.
19. Payments to Government Personnel
There are a number of laws, rules and regulations which prohibit the
payment of inappropriate gratuities to United States government
personnel. The offer, promise or delivery to a federal government
official or employee of a gift, favor or other gratuity in violation
of these laws, rules and regulations would not only violate Company
policy, but could also be a criminal offense. State and local
governments may have similar laws, rules and regulations. In
addition, the Foreign Corrupt Practices Act prohibits giving anything
of value, directly or indirectly, to officials of foreign governments
or foreign political candidates in order to obtain or retain business.
Illegal payments to government officials, either directly or through
agents or other third parties, are strictly prohibited. If you have
any questions in this area, you should contact the Vice President -
Finance.
20. Administration of the Code
The Company's Board shall review this Code as circumstances dictate,
and when necessary or desirable, amend the Code to ensure that:
- The Company continues to comply with applicable laws, rules and
regulations, including those of the SEC and the NASDAQ Stock Exchange;
- The Company meets industry standards;
- The Company continues to observe high standards of business
ethics and conduct; and
- any weaknesses revealed through monitoring, auditing and
reporting systems, or otherwise revealed, are eliminated or corrected.
The Code shall be distributed to all employees, officers and agents of
the Company, and shall be disclosed in accordance with the
requirements of the SEC and the NASDAQ Stock Exchange.
21. Changes to or Waivers from the Code
Any changes to this Code and/or any waiver from this Code, including
an implicit waiver resulting from inaction with respect to a reported
or known violation of this Code, for an executive officer or Director
of the Company, may be made only by the Company's Board. In addition,
such action shall be promptly disclosed to stockholders and others as
required by law, SEC rules and regulations, and NASDAQ Stock Exchange
rules. Any other change or waiver may be made only by an executive
officer of the Company.
22. Compliance and Internal Reporting of Violations
You are encouraged to talk to supervisors, managers or other
appropriate Company personnel with whom you feel comfortable when in
doubt about the best course of action in a particular situation. If
you become aware of conduct or a matter which you reasonably believe
constitutes a violation of this Code or applicable laws, rules or
regulations, you must promptly report your concern to an executive
officer of the Company. If such violation involves an executive
officer or Director, it shall be reported to the Company's Board, or
to the Audit Committee of the Board if it involves an accounting or
information records matter.
It is the Company's policy that there shall be no retaliation,
discrimination or intimidation in any form against any person who in
good faith and pursuant to the provisions of this Code reports conduct
or a matter which the reporting person reasonably believes constitutes
a violation of this Code or applicable laws, rules or regulations
(except that appropriate disciplinary action may be taken against the
reporting person if such person was involved in the violation). The
confidentiality of a reporting person shall be protected to the extent
possible, consistent with law and the requirements necessary to
conduct an effective investigation of the conduct or matter.
23. Investigation of Violations
If, through compliance monitoring, internal or independent audit
procedures, reports or otherwise, the Company receives information
regarding a potential violation of this Code, an executive officer, or
if the matter involves an executive officer or Director, the Board,
shall, as appropriate:
- evaluate such information as to gravity and credibility;
- initiate an informal inquiry or a formal investigation with
respect thereto;
- prepare a report of the results of such inquiry or investigation,
including recommendations as to the disposition of such matter;
- determine and implement the appropriate disciplinary action, if
required; and
- recommend any changes in this Code necessary or desirable to
prevent further similar violations.
In the event that an executive officer determines that the gravity and
credibility of the information concerning a potential violation of the
Code warrants an investigation conducted by the Board, or if an
executive officer or Director is involved in the potential violation,
the Board shall, as appropriate, conduct an investigation in a manner
consistent with the foregoing procedures. All employees, officers and
Directors are expected to cooperate in any investigation of a
potential violation of this Code.
All documents and reports with respect to potential violations of this
Code and the resolution and any action taken with respect thereto
shall be retained in accordance with applicable laws, rules and
regulations.
24. Disciplinary Measures
The Company shall promptly and consistently enforce this Code through
appropriate means of discipline. Potential disciplinary measures
shall include, but are not limited to, counseling, oral or written
reprimands, warnings, probation or suspension without pay, demotions,
reductions in salary or other compensation, termination of employment
or relationship, terminating a business relationship and restitution.
Persons subject to disciplinary measures shall include, in addition to
the principal violator, others involved in the violation, such as
persons who fail to use reasonable care to detect a violation, persons
who if requested to provide information withhold material information
about a violation, and supervisors who approved or condoned the
violation or attempted to retaliate against a person who reported the
violation or the violators.
25. Other Company Policies and Procedures
This Code is not intended to supersede the existing Company policies
and procedures already in place and set forth in the Company's
Employee Handbook. Certain policies and procedures referred to herein
are contained in their entirety in other documents and you should
refer to those documents for a complete description of such policies
and procedures.