EXHIBIT 14.1
ADOPTED 02/05/2004
WCI COMMUNITIES, INC.(R)
CODE OF BUSINESS CONDUCT AND ETHICS
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TABLE OF CONTENTS
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Introduction and Scope
1. Conflicts of Interest
2. Corporate Opportunities
3. Confidentiality
4. Fair Dealing
5. Protection and Proper Use of Company Assets
6. Compliance with Laws, Rules and Regulations
7. Insider Trading
8. Accounting Practices
9. Relationship with Public Officials
10. Bribes and Kickbacks
11. Receiving Gifts and Entertainment
12. Changes and Waivers to Code
13. Reporting of Violations of the Code
14. Compliance with Code
15. Form of Acknowledgement
Attachment: Select List of Other WCI Policies
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INTRODUCTION AND SCOPE
This Code of Business Conduct and Ethics (the "Code") embodies the commitment of
WCI Communities, Inc. and its subsidiaries ("WCI" or the "Company") to conduct
our business in accordance with all applicable laws, rules and regulations and
the highest ethical standards. Upholding this long-standing commitment is
crucial to our reputation and success in the marketplace. We expect every
employee, officer and director to play a part in maintaining the Company's
integrity and reputation for the highest ethical standards.
The Code sets out the fundamental principles and key policies that constitute
our way of doing business and affirms WCI's Vision and Mission and Values
Statements. It applies to every employee, officer and director of WCI and its
subsidiaries, including its Chief Executive Officer, its President, its Chief
Financial Officer, its Chief Accounting Officer and other senior financial
officers. Compliance with this Code is mandatory. All employees, officers and
members of our Board of Directors are expected to obey the law and act ethically
and to comply with the principles and policies set forth in this Code.
This Code is not intended to be an exclusive set of principles or policies for
governing the conduct of employees, officers and directors, nor is it a summary
of all policies that apply to WCI's business. This Code should be read in
conjunction with WCI's Policies and Procedures Manual, department/division
manuals and employee handbooks, as amended from time to time, which are in
addition to the principles and policies set forth in this Code. Some of these
policies which address with more specificity, matters addressed in this Code,
are listed at the end of this Code.
This Code is not intended to and does not constitute an employment contract or
assurance of continued employment.
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1. CONFLICTS OF INTEREST
All employees, officers and directors of the Company must act in the best
interests of the Company and avoid situations that involve, or may be reasonably
expected to involve, a conflict between their interests and the interests of the
Company. A "conflict of interest" exists when an employee's, officer's or
director's private interests interfere in any way with the interests of the
Company. A conflict can arise when an employee, officer or director takes
actions or has interests (financial or otherwise) that may make it difficult to
perform his or her work at WCI objectively and effectively. A conflict can also
occur if employees, officers or directors or members of his or her family
receive personal benefits as a result of his or her position with the Company,
regardless of whether such benefits are received from the Company or a third
party. Loans to, or guarantees of obligations of, employees, officers and
directors and their respective family members are of special concern. Federal
law prohibits WCI from making loans or extending credit to directors and
executive officers.
An employee, officer and director must never use or attempt to obtain any
improper personal benefit for himself or herself, for his or her family members,
or for any other person. In addition, since the appearance of a conflict can be
as damaging as an actual conflict, all situations that create even the
appearance of a conflict should be avoided.
Directors and executive officers are strictly prohibited from receiving IPO
shares from an underwriter as quid pro quo for the Company providing such
underwriter with investment banking business or for assisting such underwriter
in obtaining investment-banking business from the Company.
The following are NOT considered "conflicts of interest" in violation of this
Conflicts of Interest provision:
(1) the purchase by an employee of WCI real property through the WCI Property
Purchase Program (Policy No. 900.30), and
(2) any transaction between the Company and a director or any employee of the
Company, provided such transaction: (i) is on terms no less favorable to
the Company than those that would have been obtained from an unrelated
person, and (ii) is approved by the Board of Directors of the Company or a
committee thereof comprised solely of independent directors.
This Code does not attempt to describe all possible conflicts of interest which
could develop. Questions about potential conflict of interest situations should
be addressed to your manager, the Legal Department or the Human Resources
Department. Any employee, officer or director that becomes aware of a conflict
or potential conflict should bring it to the attention of the Human Resources
Department.
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2. CORPORATE OPPORTUNITIES
Employees, officers and directors owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises. No employee, officer
or director may: (a) take for himself or herself personally opportunities that
are discovered through the use of Company property, information or position; (b)
use Company property, information or position for personal gain; or (c) compete
with the Company, directly or indirectly, for business opportunities. No
employee, officer or director who, by virtue of or as a result of his or her
position with the Company, becomes aware of any business opportunity, proposed
investment or other transaction that is of a type or nature that might
reasonably be of interest to the Company, shall pursue such opportunity,
investment or other transaction for his or her personal account or to benefit
any other business interest, without first offering the same to the Company and
receiving the prior written approval of: (1) the Division President with respect
to employees and officers in an operating division or (2) the President or CEO
with respect to Senior VPs, or (4) the Chairman of the Nominating Corporate
Governance Committee with respect to issues involving a director or the
President or CEO.
3. CONFIDENTIALITY
Employees, officers and directors must maintain the confidentiality of
information entrusted to them by the Company or its customers, and any other
confidential information about the Company that comes to them, from whatever
source, in their capacity as employee, officer or director, except when
disclosure is authorized or legally mandated. Confidential or proprietary
information includes all non-public information concerning the Company
(including its business operations, financial performance, results or
prospects), and all non-public information that might be of use to competitors,
or harmful to the Company or its customers if disclosed. All employees,
directors and officers must comply with WCI's Privacy Policy (Policy No.
500.90).
Further, if WCI executes a confidentiality agreement with a third party
regarding sensitive information to be disclosed to WCI, or if there are
confidentiality provisions in any agreements to which WCI is a party, you must
honor the terms of such agreements and confidentiality provisions.
4. FAIR DEALING
The Company does not seek competitive advantages through illegal or unethical
business practices. Each employee, officer and director should deal fairly with
the Company's directors, officers, employees, customers, suppliers, and
competitors.
No employee, officer or director should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair dealing practices.
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5. PROTECTION AND PROPER USE OF COMPANY ASSETS
All employees, officers and directors should protect the Company's assets and
ensure their efficient use. The Company's assets, whether tangible or
intangible, are to be used only by authorized employees, officers and directors
or their designees and only for the legitimate business purposes of the Company.
Employees, officers and directors are not permitted to take or make use of,
steal, or knowingly misappropriate the assets of the Company, including any
confidential information of the Company, for the employee's, officer's or
director's own use, the use of another or for an improper or illegal purpose.
Employees, officers and directors are not permitted to remove or dispose of
anything of value belonging to the Company without the Company's consent. No
employee, officer or director may destroy Company assets without permission.
6. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each employee, officer and
director to comply with all laws, rules and regulations applicable to the
Company's business and operations.
7. INSIDER TRADING
WCI employees, officers and directors are prohibited from insider trading
(buying or selling or otherwise trading in WCI securities when they are in the
possession of material non-public information) and "tipping" (passing such
information to any other person, including family members, other relatives and
friends who may buy or sell WCI securities). For example, if you learn that WCI
is planning a major acquisition with another company, you are prohibited from
trading in the securities of WCI or such other company. "Material, non-public"
information includes any information, positive or negative, that has not yet
been made available or disclosed to the public and that might be of significance
to an investor in deciding whether to buy or sell securities.
Insider trading is both illegal and unethical and can result in civil and
criminal penalties. All WCI employees, directors and officers must adhere to
WCI's Securities Trading Policy (Policy No. 500.95). If you are uncertain about
a particular securities issue, contact the WCI Legal Department.
8. ACCOUNTING PRACTICES
As a public company, the Company is required to file various reports with the
Securities and Exchange Commission. It is the Company's policy to make full,
fair, accurate, timely and understandable disclosure regarding the financial and
business condition of WCI in compliance with all applicable laws and regulations
in all required periodic and other reports filed with or submitted to the
Securities and Exchange Commission and in other public communications made to
the public.
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It is critical to the reputation of WCI, and to employees personally, that WCI
accurately report all financial and non-financial data. In addition, WCI's
policy strictly prohibits any employee or director, or any person acting under
the direction of an officer or employee, from taking any action to coerce,
manipulate, mislead or fraudulently influence the accountant or auditor engaged
in the performance of an audit of WCI's financial statements. Misstating
financial results carries serious criminal and civil fines and penalties for WCI
and personal and criminal liability for employees. It can also expose WCI to
shareholder litigation and serious market ramifications.
9. RELATIONSHIP WITH PUBLIC OFFICIALS
WCI employees who do business with federal, state or local governmental agencies
must know and abide by the specific local, state and/or federal laws, rules and
regulations concerning relations with these governmental agencies and officials,
including, but not limited to, any reporting requirements. Such employees must
also conduct themselves in a manner that avoids any inappropriate or unethical
dealings or dealings that might be perceived as attempts to influence public
officials in the performance of their official duties.
10. BRIBES AND KICKBACKS
WCI employees, officers and directors are prohibited from offering, giving,
soliciting or receiving bribes or kickbacks.
11. RECEIVING GIFTS AND ENTERTAINMENT
All WCI employees, officers and directors must adhere to the Company's
Vendors/Contractors/Others: Receiving Gifts, Meals, Services and Entertainment
Policy (Policy No. 500.61).
12. DISCRIMINATION AND HARASSMENT
WCI is firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination or harassment of any
kind. All employees, officers and directors must adhere to WCI's Harassment
Policy (Policy No. 500.40).
13. CHANGES AND WAIVERS TO CODE
This Code of Conduct can be found on WCI's intranet site and on its internet
website at http://www.wcicommunities.com. Any change to this Code shall be
disclosed promptly to the public on WCI's website to the extent required, and in
accordance with, the Securities and Exchange Commission and applicable stock
exchange requirements.
Any waiver, interpretation or other administration of this Code for directors or
executive officers may only be implemented by WCI's Board of Directors or a
committee of the Board. Any waiver to the Code for a director or executive
officer must be promptly disclosed to the Company's shareholders to the extent
required, and in accordance with, the Securities and
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Exchange Commission and applicable stock exchange requirements. Any waiver for
other officers or employees may be granted in writing by such employee's
supervisor and the respective Division's Senior Vice President and Human
Resources manager.
14. REPORTING VIOLATIONS OF THE CODE
Employees are obligated to promptly report any violation of this Code, and are
encouraged to report any suspected violation of this Code, to the General
Counsel, the Human Resources Department, or to the Chief Executive Officer, or
President of the Company. The Whistleblower Hotline (800-376-2410) is also
available for employees to report a violation or suspected violation of this
Code. Further, all reports and complaints concerning questionable accounting,
internal accounting controls or auditing matters, including those regarding
circumvention or attempted circumvention of internal accounting controls or that
otherwise would constitute a violation of WCI's accounting policies, may also be
reported anonymously or confidentially to the Whistleblower Hotline, the
Director of Internal Audit or to the Chairman of the Board's Audit Committee.
Any reports or complaints sent to the Chairman of the Board's Audit Committee
should be sent to:
WCI Communities, Inc., Audit Committee Chairman
c/o Thomas Roehn, Esquire
Carlton Fields
777 S. Harbour Island Boulevard
Tampa, FL 33602-5799
All reports will be handled confidentially to the greatest extent possible under
the circumstances. You may choose to remain anonymous, though in some cases that
could make it more difficult to follow up and ensure resolution of your
complaint. You should let the person receiving the report know if you would like
to remain anonymous.
It is the policy of the Company not to permit retaliation of any kind against
employees for good faith reports of violations or suspected violations of this
Code. Anyone who believes that he or she has been subject to retaliation for
reporting a violation or possible violation may contact the General Counsel or
Director of Internal Audit and a prompt investigation will be conducted. An
employee who submits a false report of a violation, however, will be subject to
disciplinary action.
15. COMPLIANCE WITH CODE
This Code is not intended to cover every situation where choices and decisions
must be made. Employees should seek guidance from their supervisors, managers,
the Legal Department or the Human Resources Department when in doubt about the
best course of action in a particular situation. Employees should also be guided
by their personal sense of right and wrong and
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common sense. Employees should ask these questions before undertaking the
conduct in question:
Is this conduct legal?
Is it permitted under Company policy?
Is is permitted under this Code?
Does it seem unethical or improper?
A failure by any employee, officer or director to comply with this Code may
result in disciplinary action, termination of employment, or legal proceedings,
as warranted.
Each employee, officer and director of the Company will be required on an annual
basis to certify their compliance with this Code.
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ACKNOWLEDGEMENT OF RECEIPT OF
WCI COMMUNITIES, INC.'S
CODE OF BUSINESS CONDUCT AND ETHICS
I, _______________________________________________ (please print), acknowledge
by my signature below that I have received, have read and understand, and will
comply with WCI Communities, Inc.'s Code of Business Conduct and Ethics, as
amended from time to time (the "Code").
I understand that conduct in violation of this Code may result in disciplinary
action up to and including termination of employment and/or legal proceedings,
as warranted.
I acknowledge that it is my duty to promptly report any violation of the Code
pursuant to the provisions of the Code and I understand that I may do this by
utilizing the Whistleblower Hotline Number at (800) 376-2410 or by direct
notification (whether in writing or verbal), without fear of retribution or
retaliation of any kind for doing so (provided I have not filed a false report).
I acknowledge that the Code is a statement of policies for business conduct and
does not in any way constitute an employment contract or an assurance of
continued employment.
________________________________ _______________________________
Signature Date
________________________________ _______________________________
Please Print Name Date
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