EXHIBIT 14.01
NASHUA CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
AMENDMENT NO. 1
This Code of Business Conduct and Ethics (the "Code") sets forth legal
and ethical standards of conduct for directors, officers and employees of Nashua
Corporation (the "Company"). This Code is intended to deter wrongdoing and to
promote the conduct of all Company business in accordance with high standards of
integrity and in compliance with all applicable laws and regulations. This Code
applies to the Company and all of its subsidiaries and other business entities
controlled by it worldwide.
If you have any questions regarding this Code or its application to you
in any situation, you should contact your supervisor or the Company's General
Counsel.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The Company requires that all employees, officers and directors comply
with all laws, rules and regulations applicable to the Company wherever it does
business. You are expected to use good judgment and common sense in seeking to
comply with all applicable laws, rules and regulations and to ask for advice
when you are uncertain about them.
If you become aware of the violation of any law, rule or regulation by
the Company, whether by its officers, employees, directors, or any third party
doing business on behalf of the Company, it is your responsibility to promptly
report the matter to your supervisor or the General Counsel. While it is the
Company's desire to address matters internally, nothing in this Code should
discourage you from reporting any illegal activity, including any violation of
the securities laws, antitrust laws, environmental laws or any other federal,
state or foreign law, rule or regulation, to the appropriate regulatory
authority. Employees, officers and directors shall not discharge, demote,
suspend, threaten, harass or in any other manner discriminate or retaliate
against an employee because he or she reports any such violation, unless it is
determined that the report was made with knowledge that it was false. This Code
should not be construed to prohibit you from testifying, participating or
otherwise assisting in any state or federal administrative, judicial or
legislative proceeding or investigation.
CONFLICTS OF INTEREST
Employees, officers and directors must act in the best interests of the
Company. You must refrain from engaging in any activity or having a personal
interest that presents a "conflict of interest." A conflict of interest occurs
when your personal interest interferes, or appears to interfere, with the
interests of the Company. A conflict of interest can arise whenever you, as an
officer, director or employee, take action or have an interest that prevents you
from performing your Company duties and responsibilities honestly, objectively
and effectively.
Nashua Corporation Code of Business Conduct and Ethics
For example:
- No employee, officer or director shall perform services as a
consultant, employee, officer, director, advisor or in any
other capacity for, or have a financial interest in, a direct
competitor of the Company, other than services performed at
the request of the Company and other than a financial interest
representing less than one percent (1%) of the outstanding
shares of a publicly-held company; and
- No employee, officer or director shall use his or her position
with the Company to influence a transaction with a supplier or
customer in which such person has any personal interest, other
than a financial interest representing less than one percent
(1%) of the outstanding shares of a publicly-held company.
It is your responsibility to disclose any material transaction or
relationship that reasonably could be expected to give rise to a conflict of
interest to the General Counsel or, if you are an executive officer or director,
to the Board of Directors, who shall be responsible for determining whether such
transaction or relationship constitutes a conflict of interest.
INSIDER TRADING
Employees, officers and directors who have material non-public
information about the Company or other companies, including our suppliers and
customers, as a result of their relationship with the Company are prohibited by
law and Company policy from trading in securities of the Company or such other
companies, as well as from communicating such information to others who might
trade on the basis of that information. To help ensure that you do not engage in
prohibited insider trading and avoid even the appearance of an improper
transaction, the Company has adopted an Insider Trading Policy, which is
available in Section 3.15 of the Corporate Policy and Procedure Manual on the
Company's Lotus Notes system.
If you are uncertain about the constraints on your purchase or sale of
any Company securities or the securities of any other company that you are
familiar with by virtue of your relationship with the Company, you should
consult with the General Counsel before making any such purchase or sale.
CONFIDENTIALITY
Employees, officers and directors must maintain the confidentiality of
confidential information entrusted to them by the Company or other companies,
including our suppliers and customers, except when disclosure is authorized by a
supervisor or legally mandated. Unauthorized disclosure of any confidential
information is prohibited. Additionally, employees should take appropriate
precautions to ensure that confidential or sensitive business information,
whether it is proprietary to the Company or another company, is not communicated
within the Company except to employees who have a need to know such information
to perform their responsibilities for the Company.
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Nashua Corporation Code of Business Conduct and Ethics
Third parties may ask you for information concerning the Company.
Employees, officers and directors (other than the Company's authorized
spokespersons) must not discuss internal Company matters with, or disseminate
internal Company information to, anyone outside the Company, except as required
in the performance of their Company duties and after an appropriate
confidentiality agreement is in place. This prohibition applies particularly to
inquiries concerning the Company from the media, market professionals (such as
securities analysts, institutional investors, investment advisers, brokers and
dealers) and security holders. All responses to inquiries on behalf of the
Company must be made only by the Company's authorized spokespersons. If you
receive any inquiries of this nature, you must decline to comment and refer the
inquirer to your supervisor or one of the Company's authorized spokespersons.
The Company's policies with respect to public disclosure of internal matters are
described more fully in the Company's Policy on Company Spokespersons and
Disclosure, which is available in Section 3.20 of the Corporate Policy and
Procedure Manual on the Company's Lotus Notes system.
You also must abide by any lawful obligations that you have to your
former employer. These obligations may include restrictions on the use and
disclosure of confidential information, restrictions on the solicitation of
former colleagues to work at the Company and non-competition obligations.
HONEST AND ETHICAL CONDUCT AND FAIR DEALING
Employees, officers and directors should endeavor to deal honestly,
ethically and fairly with the Company's suppliers, customers, competitors and
employees. Statements regarding the Company's products and services must not be
untrue, misleading, deceptive or fraudulent. You must not take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair-dealing practice.
PROTECTION AND PROPER USE OF CORPORATE ASSETS
Employees, officers and directors should seek to protect the Company's
assets. Theft, carelessness and waste have a direct impact on the Company's
financial performance. Employees, officers and directors must use the Company's
assets and services solely for legitimate business purposes of the Company and
not for any personal benefit or the personal benefit of anyone else.
Employees, officers and directors must advance the Company's legitimate
interests when the opportunity to do so arises. You must not take for yourself
personal opportunities that are discovered through your position with the
Company or the use of property or information of the Company.
GIFTS AND GRATUITIES
The use of Company funds or assets for gifts, gratuities or other
favors to employees or government officials is prohibited, except to the extent
such gifts are in compliance with
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Nashua Corporation Code of Business Conduct and Ethics
applicable law, nominal in amount and not given in consideration or expectation
of any action by the recipient.
Employees, officers and directors must not accept, or permit any member
of his or her immediate family to accept, any gifts, gratuities or other favors
from any customer, supplier or other person doing or seeking to do business with
the Company, other than items of nominal value. Any promotional items or gifts
with a reasonably estimated value in excess of $50 should be returned
immediately and reported to the General Counsel. If immediate return is not
practical, they should be given to the Company for charitable disposition or
such other disposition as the Company believes appropriate in its sole
discretion.
Common sense and moderation should prevail in business entertainment
engaged in on behalf of the Company. Employees, officers and directors should
provide, or accept, business entertainment to or from anyone doing business with
the Company only if the entertainment is infrequent, modest and intended to
serve legitimate business goals.
Bribes and kickbacks are criminal acts, strictly prohibited by law. You
must not offer, give, solicit or receive any form of bribe or kickback anywhere
in the world.
ACCURACY OF BOOKS AND RECORDS AND PUBLIC REPORTS
Employees, officers and directors must honestly and accurately report
all business transactions. You are responsible for the accuracy of your records
and reports. Accurate information is essential to the Company's ability to meet
legal and regulatory obligations.
All Company books, records and accounts shall be maintained in
accordance with all applicable regulations and standards and accurately reflect
the true nature of the transactions they record. The financial statements of the
Company shall conform to generally accepted accounting rules and the Company's
accounting policies. No undisclosed or unrecorded account or fund shall be
established for any purpose. No false or misleading entries shall be made in the
Company's books or records for any reason, and no disbursement of corporate
funds or other corporate property shall be made without adequate supporting
documentation.
It is the policy of the Company to provide full, fair, accurate, timely
and understandable disclosure in reports and documents filed with, or submitted
to, the Securities and Exchange Commission and in other public communications.
CONCERNS REGARDING ACCOUNTING OR AUDITING MATTERS
Employees with concerns regarding questionable accounting or auditing
matters or complaints regarding accounting, internal accounting controls or
auditing matters may confidentially, and anonymously if they wish, submit such
concerns or complaints in writing to the Company's Chief Financial Officer at
the Company's corporate general offices or may use the toll-free telephone
number, 1-866-306-9175. See "Reporting and Compliance Procedures." All such
concerns and complaints will be forwarded to the Audit/Finance and Investment
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Nashua Corporation Code of Business Conduct and Ethics
Committee of the Board of Directors, unless they are determined to be without
merit by the General Counsel and Chief Financial Officer of the Company. In any
event, a record of all complaints and concerns received will be provided to the
Audit/Finance and Investment Committee each fiscal quarter. Any such concerns or
complaints may also be communicated, confidentially and, if you desire,
anonymously, directly to the Chairman of the Audit/Finance and Investment
Committee of the Board of Directors at the Company's corporate general offices.
The Audit/Finance and Investment Committee will evaluate the merits of
any concerns or complaints received by it and authorize such follow-up actions,
if any, as it deems necessary or appropriate to address the substance of the
concern or complaint.
The Company will not discipline, discriminate against or retaliate
against any employee who reports a complaint or concern, unless it is determined
that the report was made with knowledge that it was false.
DEALINGS WITH INDEPENDENT AUDITORS
No employee, officer or director shall, directly or indirectly, make or
cause to be made a materially false or misleading statement to an accountant in
connection with (or omit to state, or cause another person to omit to state, any
material fact necessary in order to make statements made, in light of the
circumstances under which such statements were made, not misleading to, an
accountant in connection with) any audit, review or examination of the Company's
financial statements or the preparation or filing of any document or report with
the SEC. No employee, officer or director shall, directly or indirectly, take
any action to coerce, manipulate, mislead or fraudulently influence any
independent public or certified public accountant engaged in the performance of
an audit or review of the Company's financial statements.
WAIVERS OF THIS CODE OF BUSINESS CONDUCT AND ETHICS
While some of the policies contained in this Code must be strictly
adhered to and no exceptions can be allowed, in other cases exceptions may be
appropriate. Any employee or officer who believes that an exception to any of
these policies is appropriate in his or her case should first contact his or her
immediate supervisor. If the supervisor agrees that an exception is appropriate,
the approval of the General Counsel must be obtained. The General Counsel shall
be responsible for maintaining a complete record of all requests for exceptions
to any of these policies and the disposition of such requests.
Any executive officer or director who seeks an exception to any of
these policies should contact the General Counsel. Any waiver of this Code for
executive officers or directors or any change to this Code that applies to
executive officers or directors may be made only by the Board of Directors of
the Company and will be disclosed as required by law or stock exchange
regulation.
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Nashua Corporation Code of Business Conduct and Ethics
REPORTING AND COMPLIANCE PROCEDURES
Every employee, officer and director has the responsibility to ask
questions, seek guidance, report suspected violations and express concerns
regarding compliance with this Code. Any employee, officer or director who knows
or believes that any other employee or representative of the Company has engaged
or is engaging in Company-related conduct that violates applicable law or this
Code should report such information to his or her supervisor, to the General
Counsel or to the Company's Lead Director, as described below. You may report
such conduct openly or anonymously without fear of retaliation. The Company will
not discipline, discriminate against or retaliate against any employee who
reports such conduct, unless it is determined that the report was made with
knowledge that it was false, or who cooperates in any investigation or inquiry
regarding such conduct. Any supervisor who receives a report of a violation of
this Code must immediately inform the General Counsel, who shall in turn
promptly inform the Company's Lead Director.
You may report violations of this Code, on a confidential or anonymous
basis, by contacting the Company's General Counsel by fax or mail at the
Company's corporate general offices or the Company's Lead Director by fax or
mail at the Company's corporate general offices. In addition, the Company has
established a toll-free telephone number, 1-866-306-9175, where you can leave a
recorded message about any violation or suspected violation of this Code. While
we prefer that you identify yourself when reporting violations so that we may
follow up with you, as necessary, for additional information, you may leave
messages anonymously if you wish.
If the General Counsel receives information regarding an alleged
violation of this Code, he or she shall, as appropriate, (a) evaluate such
information, (b) if the alleged violation involves an executive officer or a
director, inform the Lead Director of the alleged violation, (c) determine
whether it is necessary to conduct an informal inquiry or a formal investigation
and, if so, initiate such inquiry or investigation and (d) report the results of
any such inquiry or investigation, together with a recommendation as to
disposition of the matter, to the Chief Financial Officer for action, or if the
alleged violation involves an executive officer or a director, report the
results of any such inquiry or investigation to the Lead Director. Employees,
officers and directors are expected to cooperate fully with any inquiry or
investigation by the Company regarding an alleged violation of this Code.
Failure to cooperate with any such inquiry or investigation may result in
disciplinary action, up to and including discharge.
The Company shall determine whether violations of this Code have
occurred and, if so, shall determine the disciplinary measures to be taken
against any employee who has violated this Code. In the event that the alleged
violation involves an executive officer or a director, the Lead Director and the
Board of Directors, respectively, shall determine whether a violation of this
Code has occurred and, if so, shall determine the disciplinary measures to be
taken against such executive officer or director.
Failure to comply with the standards outlined in this Code will result
in disciplinary action including, but not limited to, reprimands, warnings,
probation or suspension without pay,
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demotions, reductions in salary, discharge and restitution. Certain violations
of this Code may require the Company to refer the matter to the appropriate
governmental or regulatory authorities for investigation or prosecution.
Moreover, any supervisor who directs or approves of any conduct in violation of
this Code, or who has knowledge of such conduct and does not immediately report
it, also will be subject to disciplinary action, up to and including discharge.
DISSEMINATION AND AMENDMENT
This Code shall be distributed to each new employee, officer and
director of the Company upon commencement of his or her employment or other
relationship with the Company and shall also be distributed annually to each
officer and director of the Company, and each employee, officer and director
shall certify that he or she has received, read and understood the Code and has
complied with its terms.
The Company reserves the right to amend, alter or terminate this Code
at any time for any reason. The most current version of this Code can be found
in Section 3.21 of the Corporate Policy and Procedure Manual on the Company's
Lotus Notes system.
This document is not an employment contract between the Company and any
of its employees, officers or directors and does not alter the Company's at-will
employment policy.
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CERTIFICATION
I, ______________________________, do hereby certify that:
(Print Name Above)
1. I have received and carefully read the Code of Business
Conduct and Ethics of Nashua Corporation.
2. I understand the Code of Business Conduct and Ethics.
3. I have complied and will continue to comply with the terms of
the Code of Business Conduct and Ethics.
Date: ____________________________ ______________________________
(Signature)
EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED TO SIGN, DATE, AND RETURN THIS
CERTIFICATION TO THE LEGAL DEPARTMENT WITHIN FIFTEEN (15) DAYS OF ISSUANCE.