UNITED MOBILE HOMES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Purpose and Scope
This Code of Business Conduct and Ethics
("Code") is intended to document the principles of conduct
and ethics to be followed by the directors, officers and
employees of United Mobile Homes, Inc. (the Company),
including its principal executive officer and principal
financial officer. Its purpose is to:
- Promote honest and ethical conduct, including
the ethical handling of actual or apparent conflicts of
interest between personal and professional
relationships;
- Promote full, fair, accurate, timely, and
understandable disclosure in the periodic reports
required to be filed by the Company;
- Promote compliance with applicable governmental
rules and regulations;
- Provide guidance to directors, officers and
employees to help them recognize and deal with ethical
issues;
- Provide mechanisms to report unethical conduct;
and,
- Help foster a culture of honesty and
accountability.
The Company will expect all its directors,
officers and employees to comply at all times with the
principles in this Code. A violation of this Code by an
employee is grounds for disciplinary action up to and
including discharge and possible legal prosecution. In
addition, employees should refer to the Company's "Employee
Policies and Procedures Manual" for more detailed operating
procedures in which employees must also comply.
Fair Dealing
Each employee will, at all times, deal fairly
with the Company's customers, suppliers, competitors and
employees. While we expect our employees to make every
effort to advance the interests of the Company, we expect
them to do so in a manner that is consistent with the
highest standards of integrity and ethical dealing.
No employee is to take unfair advantage of
anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of facts, or any
other unfair-dealing practice. Employees should not accept
gifts or personal favors that could in any way, influence,
or appear to influence, business decisions in favor of any
organization who whom or with which the Company has, or is
likely to have, business dealings. Similarly, employees
must not accept any other preferential treatment under these
circumstances because their position with the Company might
be inclined to, or be perceived to, place them under
obligation.
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The Company is an equal opportunity employer and does
not discriminate on the basis of race, color, creed,
national origin, religion, sex, sexual orientation, marital
status, age or non-disqualifying disability. The Company's
commitment to equal opportunity extends to all aspects of
the employment relationship, including advertising,
recruitment, hiring, compensation, benefits, promotion,
transfer, layoffs, termination and discipline
The Company is committed to an environment that is
free from physical, psychological or verbal harassment based
on race, sex, national original, or other protected
characteristics. Harassment can assume many forms. For
example, the Equal Opportunity Employment Commission has
defined sexual harassment to include unwelcome sexual
advances, requests for sexual favors, and other verbal or
physical conduct of a sexual nature that alters an
employee's work environment or employment status. The
Company will not tolerate harassment of its employees.
Employees who engage in harassment are subject to discipline
and possibly discharge.
Compliance with Laws, Rules and Regulations
Employees are expected at all times to comply in all
material respects with all applicable laws, rules and
regulations. These laws, rules and regulations may
sometimes be ambiguous and difficult to interpret. If
there are any questions, employees should seek advice
from their supervisor or from the general counsel.
Directors, officers and employees are required to
comply with the Company's Policy Regarding Non-Public
Information, and with all other policies applicable to
them that are adopted by the Company from time to time.
Senior management must be informed at all times of
matters which might adversely affect the reputation of
the Company, regardless of the source of such
information, including governmental and regulatory
agencies. All employees must cooperate fully with the
Company's independent auditors, regulators and attorneys.
All employees must also cooperate fully with the
people responsible for preparing reports filed with the
Securities and Exchange Commission and all other
materials that are made available to the investing public
to make sure those people are aware in a timely manner of
all information that might have to be disclosed in those
reports or other materials or that might affect the way
in which information is disclosed in them.
The Company's accounting records are relied upon to
produce reports for the Company's management,
shareholders, creditors, governmental agencies, and
others. All Company accounting records, as well as
reports produced from those records, must be kept and
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presented in accordance with the laws of each applicable
jurisdiction, and must accurately and fairly reflect in
reasonable detail the Company's assets, liabilities,
revenues and expenses. As Company employees, we all have
the responsibility to ensure that false or intentionally
misleading entries are not made in the Company accounting
records. We must not permit intentional
misclassification of transactions as to accounts or
accounting periods. All transactions shall be supported
by accurate documentation in reasonable detail, recorded
in the proper account and in the proper accounting
period.
Confidentiality
United Mobile Homes, Inc. is a publicly-held
company. As such, we must disclose accurate information
about our operations on a timely basis. The Company seeks
to minimize the risk that certain investors or employees
take unfair advantage by trading while in possession of
information not yet released to the public. Directors,
officers and employees must maintain the confidentiality of
all information entrusted to them by the Company or its
customers that is treated by them as confidential, except
when disclosure is authorized by the Company or legally
mandated.
Confidential information includes all information
that may be of use to the Company's competitors, or that
could be harmful to the Company or its customers, if
disclosed.
Directors, officers and employees will comply with
all confidentiality policies adopted by the Company from
time to time, and with confidentiality provisions in
agreements to which they or the Company are parties.
Securities Trading
Section 10 (b) of the Securities Exchange Act of
1934 and the rule 10b-5 of the Act make it unlawful for any
person directly or indirectly, in connection with the
purchase or sale of any security to (1) employ any device,
scheme or trick to defraud, or (2) make any untrue statement
of a material fact or to omit to state a material fact in
order to make the statements made not misleading, or (3)
engage in any act, practice or course of business which
operates or would operate as a fraud or deceit upon any
person. Beyond the requirements of the law, the Company
endeavors to preserve a fair marketplace for its
shareholders.
Insider Trading
Insider trading is a serious crime. The offense may
occur when, for example, a person trades stock while in
possession of material nonpublic information about the
Company. Information is "material" if it would affect the
average person's decision to buy, sell or hold the stock of
the Company. Information is nonpublic if it has not been
released to the investing public, or if the investing public
has not had sufficient time to absorb the details of the
information. If you are aware of material information
relating to the Company that has not been publicly
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disseminated for at least two full business days, you are
prohibited from purchasing or selling securities, directly
or indirectly, and you are prohibited from disclosing such
information to any other person so that they may trade in
the stock. Do not trade on the basis of any confidential
information whether the information relates to United Mobile
Homes, Inc., a customer or any other entity contemplating
doing business with or currently doing business with the
Company or whether you become aware of the information at
your job, or outside of your normal working environment.
Designated Insiders
Directors and senior officers are considered
"designated insiders" and the spouses or other associates of
such persons are subject to special trading restrictions.
Associates include immediate family members and anyone else
living in the same household. "Designated insiders" must
pre-clear all trades with the Vice President of the
Company. "Designated insiders" include all Directors, the
Chairman, President, Vice President and Secretary/Treasurer.
SEC Reporting Obligations
Directors and senior officers are designated as
"insiders" for purposes of Section 16 reporting obligations,
and any ten percent shareholders are subject to two
additional requirements. The first is the "short swing"
profit rule. Except for certain exempt transactions, any
profit deriving from a purchase and sale (or vice-versa) of
the Company's securities of which they are deemed to be the
beneficial owner, within a six-month period, must be
returned to the Company.
Additionally, Section 16(a) of the Securities
Exchange Act of 1934 requires that SEC forms (including SEC
Form 4) be filed any time there is a change in the
beneficial interest in the Company's stock of these
designated insiders. As a courtesy to these designated
insiders, the Company's Shareholder Relations Department
will complete these forms. It is imperative that the
Company's Shareholder Relations Department be informed
immediately of any change in beneficial interest since SEC
Form 4 is required to be filed within two (2) business days
of the date of any transaction.
Conflicts of Interest
Directors, officers and employees must do
everything they reasonably can to avoid conflicts of
interest or the appearance of conflicts of interest.
A "conflict of interest" occurs when an
individual's private interest is different from the
interests of the Company as a whole. Conflict situations
include:
(1) When a director, officer or employee, or a
member of his or her family, will benefit
personally from something the director, officer
or employee does or fails to do that is not in
the best interests of the Company,
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(2) 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, and
(3) When an employee, officer or director, or
a member of his or her family, receives personal
benefits from somebody other than the Company as
a result of his or her position in the Company.
Loans to, or guarantees of obligations of, such
persons are of special concern.
If a conflict of interest becomes unavoidable, a
director or the principal executive officer will promptly
report the conflict of interest to the Board, an officer
other than the principal executive officer will promptly
report the conflict of interest to the principal executive
officer and any other employee will promptly report the
conflict of interest to his or her supervisor. In each
instance the director, officer or employee will work with
the person or persons to whom a conflict of interest is
reported to devise an arrangement by which (1) that person
or those persons (or their designee) will monitor the
situation which creates, or gives the appearance of
creating, a conflict of interest, (2) the director, officer
or employee who has a conflict will, to the fullest extent
possible, be kept out of any decisions that might be
affected by the conflict of interest, (3) arrangements will
be made to ensure that the director, officer or employee
will not profit personally from the situation that causes
the conflict of interest, and (4) every reasonable effort
will be made to eliminate the conflict of interest as
promptly as possible.
Corporate Opportunities
No director, officer or employee will:
(1) Take for himself or herself personally any
opportunity of which he or she becomes aware,
or to which he or she obtains access, through
the use of corporate property, information or
position;
(2) Make it possible for somebody other than the
Company to take advantage of an opportunity in
any of the Company's areas of business of which
the director, officer or employee becomes aware
in the course of his or her activities on
behalf of the Company, unless the Company has
expressly decided not to attempt to take
advantage of the opportunity;
(3) Otherwise use corporate property,
information, or position for personal gain; or,
(4) Compete with the Company generally or with
regard to specific transactions or
opportunities.
Directors, officers and employees owe a duty to
the Company to advance its legitimate interests when the
opportunity to do so arises.
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Protection and Proper Use of Company Assets
Directors, officers and employees will in all
practicable ways protect the Company's assets and ensure
their efficient use.
Directors, officers and employees will use the
Company's assets only for the Company's legitimate business
purposes.
Change in or Waiver of the Code
Any waiver of any provision of this Code must be
approved. With regard to any director or officer, approval
must be by the Board of Directors, or if a significant
number of its members will be personally affected by the
waiver, must be approved by a committee consisting entirely
of directors who will not be personally affected by the
waiver.
With regard to any employee who is not an officer
of the Company, by the employee's supervisor or such other
person as is designated by the chief executive officer of
the Company.
No waiver of any provision of this Code with
regard to a director or officer will be effective until that
waiver has been reported to the person responsible for the
preparation and filing of the Company's reports on Form 8-K
(or any successor to that form) in sufficient detail to
enable that person to prepare a report on Form 8-K
containing any required disclosure with regard to the
waiver. The Company will promptly disclose on Form 8-K, by
means of the filing of such form and dissemination by the
Internet or by other electronic means, any change in or
waiver of the Code.
Any waiver of provisions of this Code will be
reported in filings with the Securities and Exchange
Commission and otherwise reported to the Company's
stockholders to the full extent required by the rules of the
Securities and Exchange Commission and by any applicable
rules of any securities exchange or securities quotation
system on which the Company's securities are listed or
quoted.
Compliance
Directors, officers and employees must report
promptly any violations of this Code (including any
violations of the requirement of compliance with law).
Failure to report a violation can lead to disciplinary
action against the person who failed to report the violation
which may be as severe as the disciplinary action against
the person who committed the violation.
Normally, a possible violation of this Code by an
employee other than an officer of the Company should be
reported to the supervisor of the employee who commits the
violation. However, any employee may report any possible
violation to the general counsel of the Company.
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A possible violation of this Code by a director or
an officer of the Company should be reported to the general
counsel of the Company. If an employee believes that in a
particular situation it would not be appropriate to report a
possible violation by a director or officer to the general
counsel, the employee may report the possible violation to
the principal executive officer of the Company, to the
Chairman of the Audit Committee of the Company's Board of
Directors, or to any other officer or director of the
Company to whom the employee believes it would be
appropriate to report the possible violation.
The identity of the employee who reports a
possible violation of this Code by another employee will be
kept confidential, except to the extent the employee who
reports the possible violation consents to be identified or
the identification of that employee is required by law.
Possible violations may be reported orally or in
writing and may be reported anonymously.
Whistleblower Protection
The Company shall not discharge, demote, suspend,
threaten, harass, or discriminate against any employee who,
in good faith, (A) provides information during an
investigation, or (B) files, testifies, participates in, or
otherwise assists in a proceeding filed, that relates to a
violation of an SEC rule, or any Federal law relating to
fraud against shareholders when the information is provided
to, or conducted by (i) a Federal regulatory or law
enforcement agency, (ii) any member or committee of
Congress, or (iii) a person with supervisory authority over
the employee or who has the authority to investigate,
discover or terminate misconduct.
Contact Information
Within 30 days of adoption of the Code, management
will provide all employees with a memo with the contact
information for reporting possible violations of this Code
or for reporting any complaints regarding accounting,
auditing, and internal control.
Terms used in this Code
Any reference in this Code to the Company is to
United Mobile Homes, Inc. and all its subsidiaries.
Any reference in this Code to a director, officer
or employee of the Company is to a director, officer or
employee of United Mobile Homes, Inc. and all its
subsidiaries.
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