Exhibit 14
Code of Ethics Policy
The successful operation and reputation of Seaboard
Corporation and its subsidiaries and affiliates
(collectively, the "Company") depend upon the principles of
fairness and ethical conduct of its directors, officers and
employees. The Company's reputation for integrity and
excellence requires careful compliance with the spirit and
letter of all laws and regulations, as well as a commitment
to the highest standards of personal and professional
conduct.
The success and survival of this organization depends upon
wise business decisions and an attitude of trust and respect
between the Company and its customers, vendors and
suppliers, employees, and shareholders. That trust must be
preserved. Directors, officers and employees have a duty to
support the goals and objectives of the Company, and to act
in a way that will always merit the continued trust and
confidence of the Company's customers, vendors and
suppliers, employees, and shareholders.
Accordingly, the Company adopts this Code of Ethics
requiring its directors, officers, managers, employees and
vendors to comply with the following. All subsidiaries of
Seaboard Corporation shall adopt this Code of Ethics policy
or a similar policy containing only such changes as are
approved by Seaboard Corporation's Director of Human
Resources.
I. Honest and Ethical Conduct
Directors, officers and employees will exhibit and
promote the highest standards of honest and ethical
conduct through the establishment and operation of
policies and procedures that:
Encourage and reward professional integrity in all
aspects of the Company, by eliminating inhibitions and
barriers to responsible behavior, such as coercion,
fear of reprisal, or alienation from the Company
itself.
Prohibit and eliminate the appearance or
occurrence of conflicts between what is in the best
interest of the Company and what could result in
material personal gain for a director, officer or
employee of the Company, as defined in the attached
Conflict of Interest policy.
Provide a mechanism for members of the Company to
inform senior management of deviations in practice from
policies and procedures governing honest and ethical
behavior.
Demonstrate their personal support for such
policies and procedures through periodic communication
reinforcing these ethical standards throughout the
Company.
II. Financial Records and Periodic Reports
Directors, officers and employees will establish and
manage the enterprise transaction and reporting systems
and procedures to ensure that:
Business transactions are properly authorized and
completely and accurately recorded on the Company's
books and records in accordance with Generally Accepted
Accounting Principles (GAAP) and established Company
financial policy.
The retention or proper disposal of Company
records shall be in accordance with established Company
policies and applicable legal and regulatory
requirements.
Periodic financial communications and reports will
be delivered in a manner that
facilitates the highest degree of clarity of content
and meaning so that readers and users will quickly
and accurately determine their significance and consequence.
III. Compliance with Applicable Laws, Rules and Regulations
..
Directors, officers and employees, to the extent
applicable to their job function, shall comply with all
federal, state and local statutes, regulations and
administrative procedures in the course of all conduct
on behalf of the Company.
In addition to the general policies above, the Company
adopts the following additional conduct-related
policies:
Conflict of Interest and Confidentiality
Trading Seaboard Securities
These policies are attached. As a condition of
employment, each employee of the Company must be
familiar with these policies and agree to abide by
their provisions.
If anyone has knowledge or is suspicious of any non
compliance with any section of this Code or is
concerned whether circumstances could lead to a
violation of this Code, such person should report the
matter to one or more of the following: the person's
immediate supervisor, the Company's Director of Human
Resources or the Company's General Counsel.
Alternatively, the matter may be reported by calling
the Company's dedicated toll free number, 866-676-8886,
which will be answered by the Company's Director of
Human Resources. The Company will not allow any
retaliation against an employee who acts in good faith
in reporting any such violation or suspected violation.
IV. Anti-Competitive Conduct
Directors, officers and employees shall not enter into
any agreement, understanding or arrangement with any
competitor about prices, territory restrictions,
refusals to sell, allocation of business, bidding, or
engage in any other type of anti competitive practice.
CONFLICT OF INTEREST AND CONFIDENTIALITY
Seaboard Corporation, its subsidiaries and affiliates
(collectively, the "Company") require directors, officers
and employees to conduct their non-work activities in such a
manner that they do not conflict with the best interests of
the Company or detract from the performance of their
responsibilities. Directors, officers and employees shall
follow the general guidelines set forth below. The failure
of any employee to adhere to these general guidelines may
result in discipline, including termination of employment.
1. Conflicts of Interest:
A. All directors, officers and employees of the Company
shall not have, directly or indirectly, any financial or
other interest in any entity which is a supplier or customer
of the Company. The foregoing shall not prohibit the
ownership of not more than one percent (1%) of the stock of
any supplier or customer which is listed upon a national
stock exchange or actively traded in the over-the-counter
market.
B. Officers and employees shall not be employed by another
entity, participate in self-employment, or serve another
entity in any manner where such activity affects the
employee's work efficiency or interferes with the employee's
ability to act in the best interests of the Company.
C. All officers and employees shall be required to
complete a form disclosing all known conflicts of interest,
or questions regarding such, to the Corporate Director of
Human Resources for review and acceptance by the Company.
The Company may require a person with a conflict of interest
to dispense of such conflict of interest. The failure of
any person to complete such form disclosing all conflicts of
interests, to disclose all known conflicts of interest or to
dispense with a conflict of interest, when requested by the
Company, may result in discipline by the Company, including
termination of employment.
2. Personal Gain:
A. All of the business affairs of the Company with all
parties, including government officials, suppliers,
customers, unions and competitors, shall always be conducted
on an ethical, legal and arm's length basis.
B. Directors, officers and employees shall not provide or
accept payments or gifts for the purpose of securing
preferential consideration for the Company or as inducement
to enter into any transaction. Examples of such prohibited
conduct include giving or taking gifts, gratuities, favors,
loans, guarantees of loans, excessive entertainment,
kickbacks, rebates, and other types of financial
inducements.
C. Common business practice permits the offer or
acceptance of certain courtesies of nominal value, usually
in the form of meals and entertainment, provided objectivity
of the parties will not be unduly affected.
3. Confidential Information:
It is vital that we protect the privacy of the
Company's confidential information. Confidential
information includes proprietary, technical, business,
financial, joint venture, customer and employee
information that is not available publicly. It is the
employee's
responsibility to know what information is
confidential and to obtain clarification when in doubt.
A. Employees must not disclose confidential information to
any person outside of the Company, unless authorized to do
so. This includes, as prohibited, any disclosure of
confidential information to family and friends. Where
confidential information is entrusted to persons outside of
the Company, efforts must be made to ensure the continuing
protection and confidentiality of that information. Within
the Company, confidential information should be disclosed
only on a "need to know" basis.
B. Employees must not use confidential information for
unauthorized purposes. They must also take reasonable care
to protect confidential information against loss, theft,
unauthorized access, alteration or misuse.
C. Employees leaving the Company who have had access to
Company confidential information will be reminded of their
continuing responsibility to protect it and maintain its
confidentiality. The Company expects that employees joining
it from other companies will not disclose the confidential
information to those companies.
POLICY WITH REGARD TO TRADING
SEABOARD SECURITIES
1. In General
In the course of their employment with Seaboard
Corporation or its subsidiaries and affiliates
(collectively, the "Company"), directors, officers and
employees frequently come into possession of
confidential and highly sensitive information
concerning the Company, its customers, suppliers or
other corporations with which the Company has
contractual relationships or may be negotiating
transactions. Much of this information has a potential
for affecting the market price of securities issued by
the corporations involved. Under some circumstances,
federal securities law imposes potentially substantial
civil and criminal penalties on persons who improperly
obtain, use or provide material, non-public
information, in connection with a purchase or sale of
securities.
Also keep in mind, the Securities and Exchange
Commission ("SEC") may seek substantial civil penalties
from any person who, at the time of an insider trading
violation, "directly or indirectly controlled the
person who committed such violation," i.e., an
employer. As noted above, civil penalties for persons
who control violators can equal the greater of
$1,000,000 or three times the profit gained or losses
avoided. Employers may also be subject to criminal
penalties of $2,500,000 for insider trading violations
committed by employees. Accordingly, when the maximum
criminal penalty is combined with the maximum civil
penalty, employers of persons who trade on the basis of
insider information may be liable for up to $3,500,000
- even for employee violations that yield a small
profit gained or loss avoided.
The statute provides that any "controlling person" may
be liable for civil penalties up to the amount
specified above if the controlling person both (i) knew
or recklessly disregarded the fact that the employee
was likely to engage in a violation; and (ii) failed to
take appropriate steps to prevent that violation before
it occurred. Moreover, in recent years, the SEC and
governmental prosecutors have been vigorously enforcing
the insider trading laws against both individuals and
institutions.
Given all of these factors, the Company has determined
to provide specific guidance concerning the propriety
of various personal transactions, and to impose
specific procedures in certain cases to attempt
reasonably to ensure that neither the Company nor any
of its directors, officers and employees violates
insider trading laws.
2. Material Non-Public Information
The federal securities laws and regulations have been
held to prohibit the purchase or sale of a security at
a time when the person trading in that security
possesses material non-public information concerning
the issuer of the security, or the market for the
security, which has not yet become a matter of general
public knowledge and which has been obtained or is
being used in breach of a duty to maintain the
information in confidence. Whether the information is
proprietary information about the Company or
information that could have an impact on the Company's
stock price, employees must not pass the information on
to others. The penalties discussed above apply,
whether or not you derive any benefit from another's
actions.
"Material non-public information" includes information
that is not available to the public at large which
could affect the market price of the security and to
which a reasonable investor would attach importance in
deciding whether to buy, sell, or retain the security.
Examples of information that might be deemed material
include the following: annual or quarterly financial
results, dividend increases or decreases, the
declaration of a stock split or the offering of
additional securities, earnings estimates, changes in
previously announced earnings estimates, significant
expansion or curtailment of operations, a
significant increase or decline in business, a significant
merger or acquisition proposal or agreement, unusual
borrowings or securities offerings, major litigation,
impending bankruptcy or financial liquidity problems,
significant changes in management, purchases or sales
of substantial assets, or the gain or loss of a
substantial customer or supplier. This list is not
exhaustive. Other types of information may be material
at any particular time, depending upon the
circumstances. It should be noted that either positive
or adverse information may be material.
Information is considered to be available to the public
only when it has been released to the public through
appropriate channels (e.g., by means of a press release
or a statement from one of the Company's senior
officers) and enough time has elapsed to permit the
investment market to absorb and evaluate the
information. Once public release has occurred,
information will normally be regarded as absorbed and
evaluated within two or three days thereafter.
3. Company Policy
As long as an officer, director or employee has
material non-public information relating to the Company
or any other issuer, including any of the Company's
customers, it is Company policy that the officer,
director or employee may not directly or indirectly buy
or sell the securities of the Company or any other
affected issuer. Equally important, the information
may not be passed along to others. This policy shall
apply to officers, directors and employees of the
Company or its subsidiaries and affiliates.
To avoid potential liability under this policy, all
officers, directors and employees of the Company must
not purchase or sell securities of the Company or of
any other issuer of a security at a time when the
officer, director or employee is aware of any material
non-public information about the Company or any issuer,
regardless of how that information was obtained. The
officer, director or employee also must not permit any
member of his or her immediate family or anyone acting
on his or her behalf, or anyone to whom he or she has
disclosed the information, to purchase or sell such
securities.
After the information has been publicly disclosed
through appropriate channels, a reasonable time should
be allowed to elapse (at least three business days)
before trading in the security, to allow for public
dissemination and evaluation of the information.
Without limiting the generality of the policy stated
herein, no director or officer of the Company or its
subsidiaries and affiliates may make any purchase or
sale of securities of the Company (i) from the date two
weeks prior to the end of each fiscal quarter until the
beginning of the third business day after the public
release of earnings for such quarter; (ii) from the
time of the public release of any material information
until the beginning of the third business day after
such release; (iii) during any period when he or she is
aware that the Company expects to make a public release
of material information in the near future; and
(iv) during any other period when he or she has
knowledge of any "material inside information"
concerning the Company.
4. Application of Policy to Family Members and Affiliates
The foregoing requirements also apply to any purchase
or sale of securities of the Company by a family member
or others sharing the same address or by a corporation,
partnership, trust or other entity owned or controlled
by a director, officer or employee.
5. Prohibition of Short-Sales
Federal securities laws prohibit any short sale or any
short sale "against the box" of Company securities by
any officers, directors or greater than ten-percent
shareholders. A short sale is the sale of a security
either not owned by the seller, or if owned, not
delivered (the so-called short sale "against the box"),
which involves the borrowing of shares by the seller's
broker for the account of the seller and delivery of
the borrowed
shares to the buying broker. At some point in the future,
the short seller must purchase the securities to cover
the short position. Because the short seller hopes that
he or she will be able to purchase at a price lower than
the price at which the short sale was made, a short seller
expects a security to decline in market value from present
levels. Since short sales can depress the price of
securities, the Company requires that none of its officers,
directors or employees ever make short sales of the Company's
securities (whether or not such short sales would be
permitted under the federal securities laws).
6. Prohibited Practices
In addition, it is the Company's policy that officers,
directors and employees should not engage in any of the
following activities with respect to the securities of
the Company:
A. Trading in securities on a short-term basis. Any
security purchased must be held for a minimum of six (6)
months before sale, unless the security is subject to forced
sale, e.g., as a consequence of merger or acquisition;
B. Purchases on margin without the prior, written consent
of the Company after disclosure to the Company's Board of
Directors;
C. Short sales; or
D. Buying or selling put or call options.