Exhibit 14.1
THE BOSTON BEER COMPANY, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
This Code of Business Conduct and Ethics (the "Code") applies to The
Boston Beer Company, Inc. and its subsidiaries (collectively, the "Company") and
to the Company's directors, officers and employees. Compliance with the Code is
required. The Code is not intended to cover every situation that may arise, but
is intended to enunciate general principles which should guide the conduct of
the Company's officers, directors and employees. The Code should also be
provided to and followed by the Company's agents and representatives, including
consultants.
Everyone acting on behalf of the Company should at all times strive to
avoid even the appearance of improper behavior. To that end, those acting on
behalf of the Company should, before taking any action, ask themselves the
following questions:
- Is this action both legal and ethical?
- Does this action conform with both the letter and the spirit
of this Code?
- Is it clear that the Company would not be embarrassed if this
action were to become known generally within the Company, or
by the public?
UNLESS THE ANSWER TO EACH OF THE FOREGOING QUESTIONS IS "YES", THE ACTION SHOULD
NOT BE TAKEN.
From time to time the Company may adopt corporate policies which
contain requirements with respect to certain areas of conduct which are more
specific than those contained in this Code. If such policies are adopted, they
will be provided to those individuals who are expected to adhere to them. In
such instances, compliance with the general guidelines contained in this Code,
as well the specific requirements of a particular corporate policy, will be
required.
Those who violate the requirements of this Code will be subject to
disciplinary action, which may include termination, referral for criminal
prosecution and reimbursement to the Company or others for any losses or damages
resulting from the violation. The procedures which the Company has established
to oversee compliance with this Code and to respond to questions concerning the
interpretation of this Code are set forth at Section 11 below.
1. CONFLICTS OF INTEREST
A "conflict of interest" occurs when an individual's private interest
interferes in any way -- or even appears to interfere -- with the interests of
the Company as a whole. A conflict situation can arise when an officer, director
or employee takes actions or has interests that may make it difficult to perform
his or her work for the Company objectively and effectively. Conflicts of
interest also arise when an officer, director or employee, or a member of his or
her family, receives improper personal benefits as a result of his or her
position in the Company.
All officers, directors and employees should avoid conflicts of
interest between their obligation to the Company and their personal affairs.
Accordingly, they should not have any economic interest in or position or
relationship with any person, corporation or other entity with which the Company
does business or competes, if that interest, position or relationship might
influence their actions on behalf of the Company. For example, officers and
employees of the Company are not permitted to simultaneously work in any
capacity for a competitor, customer or supplier of the Company.
Conflicts of interest are not always clear-cut. If you have a question,
you should obtain guidance from the Company's Compliance Officer according to
the procedures set forth in Section 11 below. Any officer, director or employee
who becomes aware of a conflict of interest or a potential conflict of interest
should call it to the attention of the Company's Compliance Officer by following
the procedures described in Section 11 below.
2. CORPORATE OPPORTUNITIES
Officers, directors and employees are prohibited from (a) taking for
themselves personally opportunities that are discovered through use of corporate
property, information or position; (b) using corporate property, information or
position for personal gain; and (c) competing with the Company. Officers,
directors and employees owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.
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3. TRADE SECRETS AND CONFIDENTIAL INFORMATION
Certain information concerning the Company's products, marketing plans,
strategic objectives, finances and other aspects of the Company's business must
remain confidential. Officers, directors and employees must take care to
maintain the confidentiality of information entrusted to them by the Company,
except when disclosure is authorized by appropriate authorities within the
Company or mandated by applicable laws or regulations. Confidential information
includes all nonpublic information that might be of use to competitors, or
harmful to the Company or its customers if disclosed. All questions about the
confidentiality of information should be raised with a person of proper
authority within the Company.
From time to time, persons outside the Company, including customers and
suppliers, choose to disclose information to us which is confidential or
proprietary to them. Such information should not be accepted without a proper
authorization and a written agreement approved by appropriate authorities within
the Company stating the Company's obligations with respect to that information
and such information shall be treated in the manner set forth in such agreement.
4. FAIR DEALING
Each officer, director and employee is expected to deal fairly with the
Company's customers, suppliers, competitors and employees. Business negotiations
should always be conducted in an ethical manner. For example, stealing
proprietary information, possessing trade secrets that were obtained without the
owner's permission, or inducing such disclosures by past or present employees of
other companies is prohibited.
We seek to gain competitive advantages through superior performance
rather than through unethical or illegal business practices. We do not conduct
business through the use of bribes, kickbacks, excessive entertainment or any
other improper payments or favors. No officer, director or employee should, as
part of his or her business activity, accept any gift of money or other thing of
value other than advertising, promotional or goodwill gifts having a clearly
nominal (less than $10) value. Other gifts, if received, should either be
returned, if possible, or forwarded to the Company's Human Resources
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Department where they will be distributed to charities or raffled to employees.
In any event, an appropriate explanation of our policy should be made to the
donor. Officers, directors and employees are asked to notify vendors and
customers of this policy.
Entertainment of or by employees is not precluded, provided it is
clearly related to the conduct of the Company's business and appropriate in both
scope and cost and approved by the employee's manager. Entertainment shall never
be entered into if it could unduly influence or compromise an employee of the
Company. If the cost of entertainment provided to a Company employee exceeds
$50, the employee should report such instance to his/her manager; if the cost of
such entertainment exceeds $100, the employee's manager should report such
instance to a member of the Management Committee. Entertainment of others shall
be used primarily to provide a favorable, relaxed "business away from business"
atmosphere in which to conduct the Company's business, but some business should
always be discussed during such entertainment. Examples of appropriate
entertainment include normal business meals and trips to the Company's or a
supplier's facilities for training purposes. Attendance at a sporting or
theatrical event, or a game of golf, tennis or other sporting activity is
appropriate, provided, in all cases, that the business contact is present.
Officers, directors and employees may not borrow money, directly or
indirectly, from anyone with whom the Company conducts business.
Officers, directors and employees are prohibited from paying or
bestowing anything of value in the form money, gifts, gratuities or favors to or
upon any person, government official, political organization or business entity
with the intent of causing the recipient to illegally influence any transaction
for the benefit of the Company. Except for Company-supported charitable events,
officers, directors and employees may not solicit the donation of merchandise or
similar items or services from vendors or customers. Although political
contributions may be lawful, both domestically and abroad under certain
circumstances, no political contribution should be made on behalf of the Company
unless specifically approved in writing by the Chief Executive Officer and the
Chairman of the Company. This includes contributions of money or other assets to
any political candidate or in support of any political
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issue. Time spent by an employee on political activity during working hours, or
the use of Company assets for political purposes, constitutes a political
contribution.
5. INSIDER TRADING
The officers, directors and employees of the Company are not permitted
to use "inside information" concerning the Company for the purpose of making a
profit for themselves or any other person or entity, nor to pass such
information on to outsiders for such purpose. "Inside information" is
information concerning the Company, its financial affairs, new product
introductions, strategic plans and other activities which has not been disclosed
to the public. Misuse of inside information is often associated with purchase or
sale of the Company stock, but can extend to other areas as well, such as real
estate values in an area of proposed expansion and possible effects on the stock
of suppliers or competitors. Officers, directors and employees of the Company
are required to abide by the provisions of the Company's insider trading policy,
which has been separately distributed to them and which is available upon
request of the Company's Compliance Officer.
6. COMPETITION
It is the Company's policy to compete vigorously in the marketplace.
This includes observance of the anti-trust laws of the United States and the
foreign jurisdictions in which we do business. The consequences of anti-trust
violations can be severe, including not only costly litigation, but also
criminal sanctions including fines and jail sentences for individuals.
Application of the anti-trust laws is often difficult and highly dependent on
each factual situation. Nevertheless, certain broad guidelines can be
established as an aide to avoiding inadvertent misconduct. In any situation
where doubt exists, the Company's Compliance Officer should be consulted before
embarking on any course of action.
Agreements in Restraint of Trade. Section 1 of the Sherman Act makes
illegal contracts, combinations or conspiracies that restrain trade. These
include price fixing or agreements to divide markets or customers. Violations
can be shown by less than formal or written contracts. Thus any contract with
competitors concerning prices, terms of sale, territories or related matters
must be avoided. Officers, directors and employees should understand that
entirely innocent meetings with competitors on
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a casual basis and without discussion of any prohibited subjects, can later be
used in a damaging fashion. Under no circumstances can an officer, director or
employee discuss pricing or other sensitive matters with competitors. If such a
subject should come up at a meeting with competitors, it is essential to leave
the meeting immediately. It is not sufficient to remain and not participate.
Robinson-Patman Act Price Discrimination. The Robinson-Patman Act
prohibits the seller from discriminating in price or terms of sale for goods of
like grade and quality if the result may be to restrict competition. There are
defenses, the principal ones being cost justification for the price difference
and a bona fide attempt to meet a competitor's price to a particular customer.
However the question of pricing should be carefully reviewed with an authorized
officer within the Company before any discounting policies or practices are
instituted.
Section 5 of the Federal Trade Commission Act. This section is very
broadly written and authorizes the Federal Trade Commission to bring actions to
enjoin "unfair trade practices". These can include, among other things,
disparaging or misrepresenting a competitive product. Such practices, of course,
are not acceptable under the Company's standard and are thus prohibited whether
there is a risk of statutory violation or not.
7. PROTECTION AND PROPER USE OF COMPANY ASSETS
All officers, directors and employees must protect the Company's assets
and insure their efficient use. Theft, carelessness and waste have a direct
impact on the Company's profitability. All Company assets should be used for
legitimate business purposes. Any suspected incident of fraud or theft should be
immediately reported for investigation.
The obligation to protect the Company's assets extends to its
proprietary information, including intellectual property such as trade secrets,
patents, trademarks and copyrights, as well as business and marketing plans,
engineering and manufacturing plans, ideas and designs, customer lists, data
bases, business records and any unpublished financial data and reports.
Unauthorized use or distribution of this information is prohibited as a matter
of Company policy, and might also be illegal and result in civil or even
criminal penalties.
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8. BUSINESS RECORDS
Accounting standards and applicable laws require that all transactions
involving the Company's assets shall be properly recorded in the books and
accounts of the Company. No entry may be made in the Company's books and records
that misrepresents, hides or disguises the true nature of any transaction. No
false or artificial entry shall be made in the books or records of the Company
for any reason, and no officer, director or employee shall engage in any
arrangement that results in such a prohibited act. No payment on behalf of the
Company shall be approved or made with the intention or understanding that any
part of such payment is to be used for a purpose other than that described by
the documents supporting the payment.
No one shall on behalf of the Company:
- Establish or use any secret or off-balance sheet fund or
account for any purpose;
- Use corporate funds to establish or use any bank account that
is not identified by the name of the owner; or
- Establish or use any offshore corporate entity for any purpose
other than a legitimate Company business purpose.
Company records shall be retained for the period of time specified in
the applicable record retention schedule.
9. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR; FRAUD
Officers and employees of the Company are encouraged to talk to
supervisors, managers or other appropriate personnel when in doubt about the
best course of action in a particular situation. Additionally, officers and
employees should report violations of laws, rules and regulations, including any
improper accounting or financial practices, fraudulent practices or
misrepresentations, or this Code to their supervisors, or to the Company's
Compliance Officer or to the Company's general counsel, Frederick H. Grein, Jr.,
Esq., at (617) 951-6777. The Company will not permit retaliation for reports of
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misconduct by others made in good faith by employees. Employees are expected to
cooperate in internal investigations of misconduct.
10. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS
Any waiver of this Code for executive officers or directors may be made
only by the Board or a Committee of the Board, and must be promptly disclosed to
stockholders as required by applicable law or stock exchange regulation.
11. COMPLIANCE PROCEDURES
The Board has appointed the Audit Committee to oversee compliance with
this Code, and has also appointed a Compliance Officer to administer the
compliance program.
The following directors are the current members of the Audit Committee
of the Board of Directors:
Name Telephone Number
Pearson C. Cummin, III, Chairman (203) 629-8800
Robert N. Hiatt (901) 454-6535
James C. Kautz (212) 707-8700
The Company's Compliance Officer is the Corporate Legal Director,
Kathleen H. Wade (telephone number: 617-368-5416). Ordinarily, questions
concerning the application of this Code should be addressed to an employee's
supervisors, who will relay them to the Compliance Officer or the Audit
Committee, if necessary. If an employee is uncomfortable raising such questions
with his or her supervisor, they may be addressed to the Compliance Officer, any
member of the Audit Committee or the Company's general counsel, Frederick H.
Grein, Jr., Esq., at (617) 951-6777, directly.
Reports of violations of this Code can be made anonymously and the
matter will be investigated by the Compliance Officer or the Audit Committee or
their designees to the extent that the report provides sufficient information to
conduct an investigation. All reports will be treated confidentially to the
extent possible. Preliminary investigations should not be conducted by
employees. Such actions could compromise the integrity of the investigation and
adversely affect the Company and others.
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Employees who fail to comply with this Code or to cooperate with an
investigation will be subject to disciplinary action. Furthermore, any
supervisor, manager, officer or director who directs, approves or condones
infractions, or has knowledge of them and does not promptly report and correct
them in accordance with this Code will be subject to disciplinary action. Such
disciplinary action may include termination, referral for criminal prosecution
and reimbursement to the Company or others for any losses or damages resulting
from the violation.
ADOPTED BY THE BOARD OF DIRECTORS ON DECEMBER 17, 2002
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