EXHIBIT 14.2
COTT CORPORATION
CODE OF ETHICS FOR SENIOR OFFICERS
POLICY:
Cott Corporation is committed to conducting business in a manner that follows
the highest ethical standards and complies with all applicable laws. In order to
help ensure that this commitment is met by Cott Corporation and all its
subsidiaries (collectively referred to in this document as "Cott" or the
"Company") a Code of Business Conduct and Ethics has been adopted by Cott. In
addition to the Code of Business Conduct and Ethics, Senior Officers (as defined
below) also have an additional duty to comply with this Code of Ethics for
Senior Officers (the "Code").
This Code applies to the Senior Officers of the Company The term "Senior
Officer," as used in this Code, means Cott Corporation's Chief Executive Officer
(i.e., the principal executive officer), Chief Financial Officer (i.e., the
principal financial officer), Principal Accounting Officer, Controller and any
other person who performs similar functions as well as Cott Corporation's
Treasurer and Assistant Treasurer, and the senior financial officer in each of
Cott's business units and divisions. While this Code provides general guidance
for appropriate conduct and avoidance of conflicts of interest, it does not
supersede specific policies that are set forth in other Company policy
statements and, in particular, does not limit the duties and obligations that
Senior Officers have under Cott's Code of Business Conduct and Ethics.
PURPOSE:
The purpose of this Code is to deter wrongdoing and to provide guidance to the
Company's Senior Officers with regard to, and to promote, the following:
- - honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
- - full, fair, accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the U.S. Securities
and Exchange Commission ("SEC") and other securities regulatory authorities
and in other public communications made by the Company;
- - compliance with applicable governmental laws, rules and regulations;
- - prompt internal reporting of violations of the Code; and
- - accountability for adherence to the Code.
Each day, you are faced with making decisions that will affect the Company's
business. You are obligated to comply with the Code guidelines and should avoid
even the appearance of unethical or unprofessional behavior. To that end, you
should seek advice from the Company's General Counsel when faced with a
situation that may violate or give the appearance of violating the Code, or any
other Company policies, laws, rules or regulations.
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I. HONEST AND ETHICAL CONDUCT
The Company expects and requires ethical behavior from the Senior Officers. You
owe a duty of loyalty to the Company and you are expected to act in the best
interests of the Company.
Further, you must engage in and promote honest and ethical conduct, including
handling actual or apparent conflicts of interest in an ethical manner, and must
act with honesty and integrity.
II. CONFLICTS OF INTEREST
A conflict of interest exists when your personal interests interfere with, or
give the appearance of interfering with, the interests of the Company. In the
best interests of the Company, you must avoid actual or apparent conflicts
between your private interests and those of the Company, including receiving
improper personal benefits as a result of your position. In addition, you should
not use corporate assets, information, or your position for personal gain.
Conflicts of interest may manifest themselves in many ways and may reach farther
than just the person employed by the Company. In fact, many conflicts arise as a
result of situations involving your family members.
III. ACCURACY OF REPORTING
A) GENERAL
As a publicly traded company, the Company has a duty to comply with all
applicable laws and regulations with respect to accuracy in the information it
reports to the SEC and other securities regulatory authorities and communicates
to the public. The Company's financial statements are relied upon both
internally and externally by individuals making business or investment
decisions. Accuracy and candor is critical to the financial health of the
Company. Senior Officers must help to ensure that all of the Company's periodic
reports and public statements contain full, fair, accurate, timely and
understandable disclosure. Any Senior Officer who becomes aware of inaccuracies
contained in the Company's reports and public statements, or material omissions
from the Company's reports and public statements, shall immediately report such
material inconsistencies or omissions to the Company's Audit Committee and the
General Counsel. Senior Officers must act in good faith, responsibly with due
care and diligence and not knowingly misrepresent, or cause others to
misrepresent, facts about the Company to others whether within or outside the
Company, including to the Company's directors and auditors, and to government
regulators and self-regulatory organizations.
B) FINANCIAL REPORTING OBLIGATIONS OF SENIOR OFFICERS
As a Senior Officer, you are charged with the responsibility of ensuring that
the financial statements, reports and other documents filed or submitted to the
SEC and other applicable 3 securities regulatory authorities and other public
communications made by the Company (collectively, "Reports and Public
Documents") are accurate and fairly disclose the Company's assets, liabilities
and other material transactions engaged in by the Company. You are responsible
for the Reports and Public Documents meeting the following requirements:
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- Reports and Public Documents must, in reasonable detail, accurately
and fairly reflect the transactions engaged in by the Company and
acquisitions and dispositions of the Company's assets.
- Reports and Public Documents must not contain any untrue statement of
material fact that would make the statements in the Reports and Public
Documents misleading.
- Financial reports must be prepared in accordance with, or reconciled
to, Generally Accepted Accounting Principles and applicable rules,
including the accounting rules of the SEC and other applicable
securities regulatory authorities.
- Reports and Public Documents must contain full, fair, accurate, timely
and understandable disclosure.
Furthermore, you are responsible for reporting any inaccuracies or mistakes in
the Reports and Public Documents to the Chair of the Audit Committee and the
General Counsel.
Finally, you are required to respect the confidentiality of information acquired
in the course of the performance of your responsibilities.
IV. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
It is a critical component of the Company's philosophy that it engage in its
business activities, and be perceived to engage in its business activities, in
an ethical and legal manner. Therefore, all Senior Officers must comply with
both the letter and spirit of laws, rules and regulations applicable to the
Company's business.
V. RESPONSIBILITY FOR REPORTING
The Company has established a reporting system that requires Senior Officers to
report violations of any of the policies set forth in this Code. These mandatory
reporting obligations apply whether or not the reporting person was personally
involved in the alleged violation of the policies set forth in this Code.
Upon observing or learning of any violation of the policies set forth in this
Code, Senior Officers may report violations to either the General Counsel or
report via the procedures that have been established in the Company's Reportable
Concerns Policy. If the Senior Officer believes that the matter cannot be, or
has not been, timely or adequately addressed by the Company, then the Senior
Officer shall report any matter arising under this Code to the Chair of the
Audit Committee, and any other matter to the Chair of the Corporate Governance
Committee.
The Company shall use best efforts to keep any reports confidential and will not
disclose such reports to anyone other than the Board, the Audit Committee or the
Corporate Governance Committee as appropriate, the General Counsel, and outside
legal counsel unless disclosure is required by law or this Code. All reports
should contain as much specific detail as possible to allow the Company to
conduct an investigation of the reported matter.
Once the Company receives notice of a suspected violation of this Code, the
Company shall promptly begin an investigation. Investigations arising with
regards to conflicts of interest and
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accuracy of reporting will be conducted by persons designated and supervised by
the Audit Committee. Investigations arising under any other section of this Code
will be conducted under the supervision of the General Counsel. Once a violation
is found to exist, such individual shall be subject to disciplinary action as
described in Section VI of this Code.
The Company's Audit Committee has established a Reportable Concerns policy,
which covers the receipt, retention, and treatment of complaints regarding
accounting, internal accounting controls, or auditing matters. This Policy will
ensure the confidential and anonymous submission of concerns regarding
questionable accounting or auditing matters. You may obtain a copy of this
policy from the Company's intranet site.
The Company will not discharge, demote, suspend, threaten, harass, or in any
manner discriminate against any employee in the terms and conditions of
employment based upon any lawful actions of such employee with respect to good
faith reporting of complaints regarding Improper Activities or otherwise as
specified in Section 806 of the Sarbanes Oxley Act of 2002.
VI. COMPLIANCE; ADMINISTRATION
As a condition of employment and continued employment, each Senior Officer must
accept the responsibility of complying with the foregoing policies and
acknowledge his or her receipt of the Code by executing the Acknowledgement
attached hereto. The Company may, at any time and as frequently as the Company
may deem advisable, request any Senior Officer to complete and submit a
certification in the form designated by the Company pertaining to compliance
with the policies set forth in this Code. A copy of the certification form is
contained in this Code.
Any Senior Officer who violates any of these policies is subject to disciplinary
action including but not limited to suspension or termination of employment, and
such other action, including legal action, as the Company believes to be
appropriate under the circumstances.
VII. AMENDMENTS; WAIVER
The Company reserves the right to amend, waive or alter the policies set forth
in this Code at any time. Amendments to the Code require the approval of the
Board and waivers (including implicit waivers) of any provision of the Code
require the approval of the Corporate Governance Committee.
Unless the SEC rules and regulations otherwise provide, amendments and waivers
of any provision of the Code applicable to Senior Officers must be promptly
disclosed in accordance with SEC and NYSE regulations, including an explanation
for the waiver. Waivers include, among other things, a material departure from a
provision of this Code. Implicit waivers include the Company's failure to take
action with respect to violations of Code provisions within a reasonable time
following the Company's receipt of notice of the violation.
ADOPTED: MARCH 2, 2004
REVISED: MARCH 3, 2006
EXHIBIT 14.2
ACKNOWLEDGEMENT
I hereby acknowledge receipt of the Code of Ethics for Senior Officers (the
"Code") of Cott Corporation. I have read the Code and understand and acknowledge
that I may be subject to disciplinary action including, but not limited to
suspension, dismissal, or any other action, including legal action, by Cott
Corporation in the event of my violation of the Code.
Date:
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Name
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Signature
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Title
EXHIBIT 14.2
CODE OF ETHICS FOR SENIOR OFFICERS REPORTING FORM*
The undersigned hereby certifies that he or she is not aware of any of the
following:
1. Any violation of the Code of Ethics for Senior Officers (the "Code") of
Cott Corporation by the undersigned; or
2. Any violation of the Code by anyone who is governed by the Code.
Date:
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Name
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Signature
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Title
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* Violations reported under the Reportable Concerns Policy are not covered by
this Form.