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EXHIBIT 3
COOLBRANDS INTERNATIONAL INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Introduction
This Code of Business Conduct and Ethics (this "Code") applies to CoolBrands
International Inc. and its subsidiaries (collectively, the "Company").
We expect the Company's employees and officers ("employees") and members of its
Board of Directors ("directors") to use sound judgment to help us maintain
appropriate compliance procedures and to carry out our business with honesty and
in compliance with laws and high ethical standards. Each employee and director
is expected to read this Code and demonstrate personal commitment to the
standards set forth in this Code. Employees and directors who do not comply with
the standards set forth in this Code may be subject to discipline in light of
the nature of the violation, including termination of employment.
Any questions about this Code or the appropriate course of conduct in a
particular situation should be directed to the Company's Co-Chief Executive
Officers. Any evidence of improper conduct, violations of laws, rules,
regulations or this Code should be reported immediately. The Company will not
allow retaliation against an employee or director for such a report made in good
faith.
Any waiver of the provisions of this Code for executive officers or directors of
the Company may be made only by our Board of Directors or a committee thereof
and must be promptly disclosed to our stockholders.
A copy of this Code of Business Conduct and Ethics will be disclosed annually in
the Company's annual report on Form 40-F filed with the SEC.
Responsibilities
I. Compliance with Laws, Rules and Regulations
All employees and directors must respect and obey all laws applicable to
the Company's business, including state and local laws in the geographic
areas in which the Company operates. Any questions as to the applicability
of any law should be directed to the Company's Co-Chief Executive Officers.
II. Conflicts of Interest
A conflict of interest occurs when the private interest of an employee or
director interferes in any way - or appears to interfere - with the
interests of the Company as a whole. For example, conflicts of interest
also arise when an employee 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. Conflicts of interest also can arise when an employee or
director takes action or has interests that may make it difficult to make
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decisions on behalf of the Company or to perform his or her duties
objectively and effectively.
Except as pre-approved in accordance with Company policy and procedures,
transactions that involve a conflict of interest are prohibited as a matter
of corporate policy. Any employee or director who becomes aware of a
conflict or potential conflict, or who has a question about whether a
conflict exists, must bring it to the attention of the Company's Co-Chief
Executive Officers.
III. Corporate Opportunities
Employees and directors are prohibited from (a) taking for themselves
personally any opportunities that arise or are discovered through the use
of corporate property, information or position, (b) using corporate
property, information or position for personal gain, and (c) directly or
indirectly competing with the Company. Employees and directors owe a duty
to the Company to advance the Company's legitimate interests when the
opportunity to do so arises.
IV. Insider Trading
The Company has a securities trading policy and all employees and directors
must abide by its terms. This policy, among other things, provides that
employees and directors may not buy or sell shares of the Company when they
are in possession of material, non-public information. They also are
prohibited from passing on such information to others who might make an
investment decision based on such information. Employees and directors also
may not trade in stocks of other companies about which they learn material,
non-public information through the course of their employment or service.
Any questions as to whether information is material or has been adequately
disclosed should be directed to the Company's Co-Chief Executive Officers.
V. Confidentiality
Employees and directors should maintain the confidentiality of confidential
information entrusted to them by the Company or its customers and
suppliers, except when disclosure is authorized or legally mandated.
"Confidential information" includes all non-public information that might
be of use to competitors, or harmful to the Company or its customers or
suppliers, if disclosed. This obligation to protect confidential
information does not cease when an employee or director leaves the Company.
Any questions about whether information is confidential should be directed
to the Company's Co-Chief Executive Officers.
VI. Fair Dealing
Each employee and director should endeavor to deal fairly with the
Company's competitors, suppliers, customers and employees. No employee or
director should take unfair advantage of any other person through
manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair practice.
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VII. Protection and Proper Use of the Company's Assets
All employees and directors have a duty to protect the Company's assets and
ensure the assets' efficient use. Theft, carelessness and waste have a
direct impact on the Company's profitability and financial health. The
Company's assets should be used only for legitimate business purposes and
employees and directors should take measures to ensure against their theft,
damage or misuse. These assets include intellectual property such as
patents, trademarks, trade secrets, business and marketing plans, salary
information and any unpublished financial data and reports. Any
unauthorized use or distribution of this information is a violation of this
Code.
VIII. Accuracy of Records and Reporting
All of the Company's books, records, accounts and financial statements must
be maintained in reasonable detail, must appropriately reflect the matters
to which they relate and must conform both to applicable legal requirements
and to the Company's system of internal controls. The making of false or
misleading records or documentation is strictly prohibited. The Company
must operate in compliance with all applicable laws and regulations
regarding the preservation of records. Records should be retained or
destroyed only in accordance with the Company's document retention
policies. Any questions about these policies should be directed to the
Company's Co-Chief Executive Officers.
IX. Disclosure Controls and Procedures
The Company is required by SEC rules to maintain effective "disclosure
controls and procedures" so that financial and non-financial information
required to be reported to the SEC is timely and accurately reported both
to our senior management and in the filings the Company makes. All
employees are expected, within the scope of their employment duties, to
support the effectiveness of these disclosure controls and procedures. To
that end, it is Company policy to promote the full, fair, accurate, timely
and understandable disclosure in reports and documents filed with the SEC
and otherwise communicate to the public.
X. Improper Influence on Conduct of Audits
An employee must not take any action to fraudulently influence, coerce,
manipulate, or mislead any independent public or certified accountant
engaged in the performance of an audit of the financial statements of the
Company. An employee must also not take any action to fraudulently
influence, coerce, manipulate, or mislead any member of the Company's
internal auditors engaged in the performance of an internal audit or
investigation. An employee must cooperate in any audit or investigation
being conducted by the Company's internal or external auditors.
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XI. Interaction with Public Officials and Entertainment and Gratuities
When dealing with public officials, employees and directors must avoid any
activity that is or appears illegal or unethical. The giving of gifts,
including meals, entertainment, transportation and lodging, to government
officials in the various branches of U.S. government, as well as state and
local governments, is restricted by law. Employees and directors must
obtain pre-approval from the Company's Co-Chief Executive Officers before
providing anything of value to a government official or employee. The
foregoing does not apply to personal lawful political contributions.
In addition, the U.S. 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 of any country are
strictly prohibited.
The Company believes that business decisions by its non-governmental
customers should be made solely on the basis of the Company's quality,
service, price and other competitive factors. Gifts and entertainment of
nominal value are used to create good will with non-governmental customers.
If they go beyond that and make the customer feel obligated to offer any
special consideration to the Company, they are unacceptable. The Company's
policy is to avoid event the appearance of favoritism based on business
entertainment or gratuities.
Employees should exercise good judgment and moderation and should only
offer gratuities to customers to the extent they are in accordance with
reasonable customers in the marketplace.
Normal and reasonable entertainment of non-governmental customers and
suppliers covered by standard expense account reporting is permissible when
not contrary to applicable law or to the non-governmental customer's or
supplier's own policy.
XII. Environmental Protection
The Company fully supports the belief that each employee has a
responsibility to protect the environment and human life and health. It is,
therefore, imperative that each employee accepts responsibility for
compliance with laws and regulations governing the protection of the
environment. No individual will knowingly buy for use at the Company, use
or dispose of, other than in accordance with the law, any chemical or other
substance which it is illegal to use or dispose of. Supervisors and
managers are expected to stay current with all relevant laws and
regulations concerning the protection of the environment, to seek
professional guidance when necessary, and to assure compliance with the
laws and regulations. In addition, we must week alternative to those
methods, substances or products which are subject to regulation to assure
protection of the environment and personal safety.
Individuals who knowingly violate any environmental law or regulation will
be subject to discharge and prosecution. Accidental incidents which affect
the environment are to be
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reported immediately, and measures are to be undertaken immediately to
minimize environmental impact.
XIII. Use of Electronic Technology Resources
The Company's electronic technical resources - including desktop and
portable computer systems, personal digital assistants, fax machines,
Internet and World Wide Web (Web) access, voice mail, electronic mail
(e-mail), electronic bulletin boards, and intranet, as well as the use of
any company-paid accounts, subscriptions, or other technical sources -
enable employees quickly and efficiently to access and exchange information
throughout the Company and around the world.
These technical resources are provided for the benefit of the Company and
its customers and suppliers. They are provided only for use in the pursuit
of company business, unless otherwise authorized. Employees are permitted
to use the Company's technical resources for occasional, non-work,
non-prohibited purposes. Nevertheless and other than specific legal
exceptions, employees have no right or privacy as to any information or
file transmitted or stored on or through the company's electronic technical
resources. Employees are responsible for ensuring that they use the
technical resource privilege in an effective, ethical, and legal manner. To
that end, the Company has installed systems to track Internet usage.
Use of the Company's technical resources may not be used for personal gain,
the advancement of individual views, or the solicitation of non-Company
business or activities. Your use of the Company's technical resources must
not interfere with your productivity, the productivity of any other
employee, or the operation of the Company's technical resources.
Sending, saving, or viewing offensive material using the Company's
technical resources is prohibited. Messages stored or transmitted must not
contain content that may reasonably be considered offensive to any
employee. Offensive material includes, but is not limited to, sexual
comments, jokes or images, racial slurs, gender-specific comments, or any
comments or images that would offend someone on the basis of a person's
race, color, creed, sex, age, national origin, or physical or mental
disability. Any use of the Company's technical resources to harass,
discriminate or for other prohibited purposes is unlawful and strictly
forbidden, and will be subject to discipline, up to and including
discharge.
Compliance Standards and Procedures
We understand that no code or policy can address every scenario or answer every
question. To ensure that all employees and directors can obtain prompt answers
to their questions and inquiries, we have implemented the following policies and
procedures:
The Company's Co-Chief Executive Officers has been designated with
responsibility for overseeing and monitoring compliance with this Code.
These officers make periodic reports to the Company's Audit Committee
regarding the implementation and
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effectiveness of this Code as well as the Company's policies and procedures
to ensure compliance with this Code.
The Company's Co-Chief Executive Officers may be reached at 631-737-9700 or
dstein@coolbrandsww.com and rsmith@coolbrandsww.com. If you wish to
communicate any matter anonymously, the Company will maintain the
confidentiality of your communication to the extent possible under
applicable laws. Communications intended to be confidential should be
mailed in writing, without indicating your name or address, to CoolBrands
International Inc., 4175 Veterans Highway, Ronkonkoma, NY 11779, Attention:
Co-Chief Executive Officer.
Reporting Violations
All employees are encouraged to speak with their supervisors, managers or
other appropriate personnel when in doubt about the best course of action
in a particular situation. In most instances, employees and directors
should bring any questions regarding this Code to the attention of the
Company's Co-Chief Executive Officers.
We encourage all employees to promptly report to the appropriate Company
personnel any actual or apparent violations of this Code or any laws, rules
or regulations. The Company does not permit retaliation or discrimination
of any kind against employees who reasonably believe there has been
possible illegal or unethical conduct and who in good faith report the
conduct to us. However, it is a violation of our policy for any employee to
communicate a report claiming illegal or unethical conduct which the
employee knows to be false.
Investigations
Reported violations will be promptly investigated. The person reporting the
violation should not conduct an investigation on his or her own. However,
employees and directors are expected to cooperate fully with any
investigation made by the Company or any of its representatives.
Accountability
Employees and directors who violate this Code may be subject to
disciplinary action, including termination of employment. Knowledge of a
violation and failure to promptly report or correct the violation may also
subject an employee or director to disciplinary action. Some violations of
this Code are illegal and may subject the employee or director to civil and
criminal liability.
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