Exhibit 14.1
September 21, 2004
SONOMAWEST
HOLDINGS INC
CODE OF BUSINESS CONDUCT AND ETHICS
I. OVERVIEW
This Code of Business Conduct and Ethics sets forth the guiding
principles by which we operate our company and conduct our daily business with
our customers, vendors, shareholders and with each other. It does not cover
every issue that may arise, but it sets out basic principles to guide all
directors, officers and employees of SonomaWest Holdings, Inc. (referred to in
this Code as the "Company" or "SWHI"). This Code applies to all of our
directors, officers and employees (together "Covered Persons"). We expect each
Covered Person to conduct him/herself accordingly and seek to avoid even the
appearance of improper behavior.
We have tried to write this policy so that it is consistent with and
supportive of all applicable laws. If it turns out that a policy in this Code
conflicts with a law, you must comply with the law. If you have any questions
about these conflicts or potential conflicts, please consult with your manager
about how to handle the situation.
Those who violate the policies contained in this Code will be subject
to disciplinary action, up to and including termination of employment.
II. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. Although we do not expect each
Covered Person to know the details of each of these laws, it is important to
know enough to determine when to seek advice from managers or other appropriate
personnel. You are responsible for discussing with your manager which laws,
regulations and SWHI policies apply to your position and what training you might
need to understand and comply with them.
III. CONFLICTS OF INTEREST
We expect each Covered Person to be scrupulous in avoiding any action
or interest that conflicts or gives the appearance of a conflict with the
Company's interests. A "conflict of interest" exists when a person's private
interest interferes or is inconsistent in any way with the interests of the
Company. Therefore, a conflict can arise when a Covered Person takes actions or
has interests that may make it difficult to perform his or her Company work
objectively and effectively. For example, having a financial or investment
interest in a vendor, supplier or competitor of the Company may constitute a
conflict of interest to the extent such relationship interferes with a Covered
Person's ability to act unconditionally on behalf of the Company. Conflicts of
interest may also arise when a Covered Person, or members of his or her family,
receive improper personal benefits as a result of the Covered Person's position
in the Company.
It is almost always a conflict of interest for a Company employee to
serve simultaneously as an employee, consultant or director for a competitor,
customer or supplier. The best policy is to avoid any direct or indirect
business connection with our customers, suppliers or competitors, except on our
behalf.
Conflicts of interest may not always be clear-cut, so if you have a question,
you should consult your manager and, if necessary, higher levels of management.
Any employee who becomes aware of a conflict or potential conflict should bring
it to the attention of his or her manager.
IV. CONFIDENTIAL INFORMATION AND INSIDER TRADING
Covered Persons who have access to confidential information or other
material non-public information concerning the Company are not permitted to use
or share that information for stock trading purposes or for any other purpose
except the conduct of our business. (See Section X below regarding
confidentiality generally). All non-public information about the Company should
be considered confidential information.
In addition, it not only violates our policies but is illegal for any
Covered Person to use non-public information for his/her personal financial
benefit or to "tip" others who might make an investment decision on the basis of
such information. In order to assist with compliance with laws against insider
trading, the Company has adopted an INSIDER TRADING POLICY AND GUIDELINES WITH
RESPECT TO CERTAIN TRANSACTIONS IN COMPANY SECURITIES. This policy is to be
distributed to every director, officer and employee as well as anyone else
deemed to be an insider under the policy. If you have any questions about the
INSIDER TRADING POLICY, please consult the Chief Financial Officer.
V. CORPORATE OPPORTUNITIES
In addition to our policy against conflicts of interest generally,
Covered Persons are prohibited from taking for themselves personally
opportunities that are discovered through the use of corporate property,
information or position without the consent of the Board of Directors. No
Covered Person may use corporate property, information, or position for improper
personal gain, and no Covered Person may compete with the Company directly or
indirectly. Covered Persons owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.
VI. COMPETITION AND FAIR DEALING
We seek to outperform our competition fairly and honestly. Stealing
proprietary information (whether belonging to us or to a third party),
possessing trade secret information that was obtained without the owner's
consent, or inducing such disclosures by past or present employees of other
companies is prohibited.
We expect and demand that each Covered Person respect the rights of and
deal fairly with our customers, suppliers, competitors and fellow employees. No
Covered Person may take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other intentional unfair-dealing practice.
We expect each Covered Person to exercise due care and professionalism
to avoid undue influence from current or potential customers, vendors, lenders
or other business partners of the Company ("Business Partners"). The purpose of
business entertainment and gifts in a commercial setting is to create goodwill
and sound working relationships, not to gain unfair advantage with customers.
Covered Persons should therefore take care not to accept gifts or benefits from
Business Partners that might influence their activities on behalf of the
Company.
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VII. DISCRIMINATION AND HARASSMENT
We are firmly committed to providing equal opportunity in all aspects
of employment and application for employment and to providing a workplace free
from harassment of any kind. Harassment includes verbal, physical or visual
conduct that creates an intimidating, offensive or hostile working environment
or that interferes with work performance. Some examples of harassment include
derogatory comments based on racial or ethnic characteristics, unwelcome sexual
advances, or other conduct of a sexual nature which creates a hostile work
environment or interferes with work performance. We encourage you to promptly
report any incident of harassment to your manager or to any other member of
management with whom you are comfortable. We will investigate every reported
complaint promptly, thoroughly and confidentially, to the extent practicable,
consistent with our obligation to investigate thoroughly.
VIII. HEALTH AND SAFETY
The Company strives to provide each employee with a safe and healthy
work environment. Each Covered Person is responsible for assisting us to
maintain a safe and healthy workplace for all persons by following safety and
health rules and practices and reporting accidents, injuries and unsafe
equipment, practices or conditions.
Violence and threatening behavior are strictly prohibited. Covered
Persons may not report to work in any condition other than in a manner ready to
perform their duties, free from the influence of illegal drugs or alcohol.
IX. RECORD-KEEPING
The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions and in order to
properly report its activities. All of the Company's books, records, timesheets,
accounts and financial statements must be maintained in reasonable detail, must
appropriately reflect the Company's transactions and must conform both to
applicable legal requirements and to the Company's system of internal controls
and procedures. Unrecorded or "off the books" funds or assets should not be
maintained unless permitted by applicable law or regulation.
Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with those policies, in the event you become aware of
any litigation or governmental investigation please consult the Company's
outside legal counsel. Any correspondence from any state or federal regulator or
the Better Business Bureau, or any legal process (including without limitation
subpoenas, discovery requests or deposition notices) that you receive must be
immediately forwarded to the Company's outside legal counsel.
X. CONFIDENTIALITY OF COMPANY AND CUSTOMER INFORMATION
In carrying out the Company's business, Covered Persons often learn
confidential or proprietary information about the Company, its customers,
prospective customers or other third parties. Each Covered Person must maintain
the confidentiality of confidential or proprietary information obtained or
entrusted to him/her by the Company, except when disclosure is authorized by the
Company's outside legal counsel or required by laws, regulations or legal
proceedings. Confidential or proprietary information includes, among other
things, any non-public information concerning the Company, including its
business, financial performance, results or prospects, customer lists, employee
information,
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terms or fees offered to particular customers, marketing or strategic plans. The
obligation to preserve confidential or proprietary information continues even
after employment ends.
Each Covered Person must take precautionary measures to prevent
unauthorized disclosure of confidential or proprietary information. Accordingly,
such persons should take steps to ensure that business-related paperwork and
documents are produced, copied, faxed, filed, stored and discarded by means
designed to minimize the risk that unauthorized persons might obtain access to
confidential or proprietary information.
XI. PROTECTION AND PROPER USE OF COMPANY ASSETS
All Covered Persons should endeavor to protect the Company's assets and
ensure their efficient use. Theft, carelessness, and waste have a direct impact
on the Company's profitability. Any suspected incident of fraud or theft should
be immediately reported for investigation. We expect that you will use our
technology and resources in a manner that enhances productivity, enhances our
public image, and is respectful of others, including other employees. Personal
use of these items and resources should be kept to a minimum, and limited to
non-work time, except in emergencies.
XII. WAIVERS OF THE CODE
Any waiver of this Code for executive officers or directors may be made
only by the Board or a Board committee and will be promptly disclosed as
required by law or NASDAQ regulations. Other waivers for Covered Persons must be
approved by the Company's Chairman of the Board in accordance with any
applicable Company policy and must be promptly reported to the Company's outside
legal counsel.
XIII. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR
All of the policies we describe in this Code sound relatively
straight-forward and even self-evident when recited, but can be much more
difficult to recognize or apply in real time and real life. We encourage you to
talk to your manager or other appropriate personnel whenever you see something
that you think may be either illegal or unethical, and particularly if you are
not certain about the best course of action in a particular situation. Our
policy prohibits retaliation for reports of misconduct by others made in good
faith by Covered Persons, and we expect all Covered Persons to cooperate in
internal investigations of misconduct.
In support of these policies, we require Covered Persons to read the
Company's COMPLAINT PROCEDURE AND NONRETALIATION POLICY, which describes the
Company's procedures for receiving, retaining, and handling complaints regarding
accounting, internal accounting controls, or auditing matters. Any Covered
Person may submit a good faith concern regarding questionable accounting or
auditing matters without fear of dismissal or retaliation of any kind.
XIV. CODE HISTORY
September 21, 2004 Board of Directors adopts the Code.
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September 21, 2004
SONOMAWEST
HOLDINGS INC
CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER
AND SENIOR FINANCIAL OFFICERS
SonomaWest Holdings, Inc. (the "Company") has a Code of Business
Conduct and Ethics applicable to all directors and employees of the Company. The
Chairman of the Board ("COB") and all senior financial officers, including the
Chief Financial Officer ("CFO") are bound by the provisions set forth therein
relating to ethical conduct, conflicts of interest and compliance with law. In
addition to the Code of Business Conduct and Ethics, the COB and senior
financial officers are subject to the following additional specific policies:
l. The COB and all senior financial officers are responsible for
full, fair, accurate, timely and understandable disclosure in
the periodic reports required to be filed by the Company with
the Securities and Exchange Commission. Accordingly, it is the
responsibility of the COB and each senior financial officer to
promptly bring to the attention of the Disclosure Committee any
material information of which he or she may become aware that
affects the disclosures made by the Company in its public
filings or otherwise assist the Disclosure Committee in
fulfilling its responsibilities as specified in the Company's
Disclosure Guidelines and Disclosure Policy.
2. The COB and each senior financial officer shall promptly bring
to the attention of the Disclosure Committee and the Audit
Committee any information he or she may have concerning (a)
significant deficiencies or material weaknesses in the design
or operation of internal controls which could adversely affect
the Company's ability to record, process, summarize and report
financial data or (b) any fraud, whether or not material, that
involves management or other employees who have a significant
role in the Company's financial reporting, disclosures or
internal controls.
3. The COB and each senior financial officer shall promptly bring
to the attention of the COB and to the Audit Committee any
information he or she may have concerning any violation of the
Company's Code of Business Conduct and Ethics, including any
actual or apparent conflicts of interest between personal and
professional relationships, involving any management or other
employees who have a significant role in the Company's
financial reporting, disclosures or internal controls.
4. The COB and each senior financial officer shall promptly bring
to the attention of the COB and to the Audit Committee any
information he or she may have concerning evidence of a
material violation of the securities or other laws, rules or
regulations applicable to the Company and the operation of its
business, by the Company or any agent thereof, or of violation
of the Code of Business Conduct and Ethics or of these
additional procedures.
5. The Board of Directors shall determine, or designate
appropriate persons to determine, appropriate actions to be
taken in the event of violations of the Code of Business
Conduct and Ethics or of these additional procedures by the COB
and the Company's senior financial officers. Such actions shall
be reasonably designed to deter wrongdoing and to promote
accountability for adherence to the Code of Business Conduct
and Ethics and to these additional procedures, and shall
include written notices to the individual involved that the
Board has determined that there has been a violation, censure
by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay or benefits (as
determined by the Board) and termination of the individual's
employment. In determining what action is appropriate in a
particular case, the Board of Directors or such designee shall
take into account all relevant information, including the
nature and severity of the violation, whether the violation was
a single occurrence or repeated occurrences, whether the
violation appears to have been intentional or inadvertent,
whether the individual in question had been advised prior to
the violation as to the proper course of action and whether or
not the individual in question had committed other violations
in the past.
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