EXHIBIT 14.1
CODE OF ETHICS
FOR
SENIOR MANAGEMENT
(ADOPTED MARCH 9, 2004)
Meadow Valley Corporation and its subsidiaries ("Meadow Valley" or the
"Company") is committed to conducting our business in accordance with applicable
laws, rules and regulations and the highest standards of business ethics, and to
full and accurate financial disclosure in compliance with applicable law. This
Code of Ethics applies to the Company's Chief Executive Officer, President,
Principal Accounting Officer, Chief Financial Officer, Chief Operating Officer,
Chief Administrative Officer, Treasurer, Controller and all other officers and
directors of the Company and its subsidiaries (collectively, "Senior Management"
or individually, "Senior Manager") and sets forth specific policies to guide us
in the performance of our duties.
As Senior Management, we must comply with applicable law. We must engage in and
promote honest and ethical conduct and abide by this Code of Ethics and other
Company policies and procedures that govern the conduct of our business. Our
leadership responsibilities include creating a culture of high ethical standards
and commitment to compliance, maintaining a work environment that encourages
employees to raise concerns and promptly addressing employee compliance
concerns.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
We are required to comply with the laws, rules and regulations that govern the
conduct of our business and report any suspected violations in accordance with
the section below entitled "Compliance with Code of Ethics."
The Company operates in the western United States of America. What is
appropriate in some parts of the world may be entirely inappropriate in others.
We shall abide by the laws, regulations and generally accepted business
practices of the states in which we conduct business. If there is a conflict
between local laws and business practices and any other law applicable to the
conduct of the Company's business, we shall comply with the local laws and
business practices; provided, that, in no event can our actions constitute a
violation of a federal law of the United States of America.
If any of us have any questions regarding proper conduct, we shall consult with
the Company's Chief Executive Officer or legal counsel designated by the Chief
Executive Officer or Chief Administrative Officer before taking any action.
CONFLICTS OF INTEREST
No Senior Management shall make any investment, accept any position or benefits,
participate in any transaction or business arrangement or otherwise act in a
manner that creates or appears to create a conflict of interest unless the
Senior Manager makes full
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disclosure of all facts and circumstances to, and obtains the prior written
approval of the Chairman of the Audit Committee.
DISCLOSURES
It is Company policy to make full, fair, accurate, timely and understandable
disclosure in compliance with all applicable laws and regulations in all reports
and documents that the Company files with, or submits to, the Securities and
Exchange Commission and all other governmental, quasi-governmental and
self-regulatory bodies and in all other public communications made by the
Company. As Senior Management, we are required to promote compliance with this
policy by all employees and to abide by Company standards, policies and
procedures designed to promote compliance with this policy.
COMPLIANCE WITH CODE OF ETHICS
If we know of or suspect a violation of applicable laws, rules or regulations or
this Code of Ethics, we shall immediately report that information to the Chief
Executive Officer or any member of the Board of Directors. No one will be
subject to retaliation because of a good faith report of a suspected violation.
Violations of this Code of Ethics may result in disciplinary action, up to and
including discharge. The Board of Directors shall determine, or shall designate
appropriate persons to determine, appropriate action in response to violations
of this Code.
WAIVERS OF CODE OF ETHICS
If any member of Senior Management seeks a waiver of the Code of Ethics, he/she
must make full disclosure of their particular circumstances to the Chairman of
the Audit Committee. Amendments to and waivers of this Code of Ethics will be
publicly disclosed as required by applicable law and regulations.
NO RIGHTS CREATED
This Code of Ethics is a statement of certain fundamental principles, policies
and procedures that govern the Company's Senior Management in the conduct of
Meadow Valley's business. It is not intended to and does not create any rights
in any employee, tenant, patron, guest, supplier, competitor, stockholder or any
other person or entity.
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ACKNOWLEDGMENT FORM
I have received and read the Code of Ethics for Meadow Valley's Senior
Management, and I understand its contents. I agree to comply fully with the
standards, policies and procedures contained in the Code of Ethics and the
Company's related policies and procedures. I understand that I have an
obligation to report any suspected violations of the Code of Ethics that I am
aware of to the Chief Executive Officer or any member of the Board of Directors.
I certify that, except as fully disclosed in accordance with the terms of this
Code of Ethics, I have not engaged in any transactions or activities that would
constitute an actual or apparent conflict with the interests of the Company. I
further certify that, except as noted below, I am otherwise in full compliance
with the Code of Ethics and any related policies and procedures:
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Printed Name
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Signature
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Date