Exhibit 14.1
DOVER SADDLERY, INC.
CODE OF BUSINESS CONDUCT AND ETHICS FOR EMPLOYEES,
EXECUTIVE OFFICERS AND DIRECTORS
INTRODUCTION
Dover Saddlery, Inc. (the "Company") strives to apply high ethical, moral
and legal principles in every aspect of its business conduct. This Code of
Business Conduct and Ethics (the "Code") is a guide for each of the Company's
employees, executive officers and directors (each, a "Company Party" and
collectively, the "Company Parties") to follow in meeting these principles. The
Company shall make this Code available on its website at www.doversaddlery.com
and shall disclose such availability in its Annual Report on Form 10-K.
This Code describes certain ethical principles that the Company has
established for the conduct of its business, and outlines certain key legal
requirements of which all Company Parties must be generally aware and with which
all Company Parties must comply. While this Code does not cover every issue that
may arise, it sets out basic principles to guide Company Parties in the course
of performing their duties and responsibilities to the Company.
This Code is designed to deter wrongdoing and promote the following:
- honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
- full, fair, accurate, timely and understandable disclosure in reports
and documents that the Company files with, or submits to, the
Securities and Exchange Commission and in other public communications
made by the Company;
- compliance with applicable governmental laws, rules and regulations;
- prompt internal reporting to an appropriate person or persons
identified herein of violations of this Code; and
- accountability for adherence to this Code.
If a Company Party is concerned about a possible ethical or illegal
situation or any violation of this Code or is not sure whether specific conduct
meets applicable Company standards, he or she should discuss the situation with
an immediate supervisor or contact the Company's chief financial officer.
Company Parties who are executive officers or members of the Company's board of
directors (the "Board") should discuss the situation with the Board or a
committee of the Board. Any Company Party who violates the standards contained
in this Code will be subject to disciplinary action, which may include
termination. The Company will treat as confidential, to the extent possible, all
information received from a Company Party with respect to a possible ethical or
illegal situation and will not take any retributive or retaliatory action by
reason of such disclosure against any Company Party who discloses such
information in good faith.
1. CONFLICTS OF INTEREST
A "conflict of interest" exists when a Company Party's private interest
interferes in any way or appears to interfere with the interests of the Company.
A conflict of interest can arise when a Company Party acts in a matter, or has
interests, that may make it difficult for him or her to objectively and
effectively perform his or her work for the Company. Conflicts of interest also
can arise when a Company Party, or members of his or her family, receives
improper personal benefits because of his or her position in the Company.
Unless approved by the Board or an appropriate Committee of the Board, no
Company Party or any member of his or her immediate family can acquire a
financial interest in, or accept employment with, any entity doing business with
the Company if the interest or employment could conflict with his or her duties
to the Company and the performance of such duties. It is usually a conflict of
interest for a Company Party to work simultaneously, even on a part-time or
temporary basis, for a competitor, customer or supplier of the Company. A
Company Party cannot work for a competitor as an employee, consultant,
contractor or board member.
In addition, a Company Party and his or her immediate family members cannot
accept material gifts or favors that could create the appearance that such
Company Party's business judgment could be affected by the receipt of such gifts
or favors. A Company Party and members of his or her immediate family can accept
gifts of nominal value from existing sources, prospective sources and persons,
firms or companies with whom the Company does or might do business.
The purpose of business entertainment and gifts in a commercial setting is
to create good will and sound working relationships, not to gain unfair
advantage with customers. Company Parties cannot offer gifts or favors to any
employee of a competitor, supplier or customer of the Company, or a member of
such employee's immediate family, if the gifts or favors might place the
recipient under any obligation to a Company Party or to the Company.
Conflicts of interest are prohibited as a matter of Company policy.
Conflicts of interest may not always be apparent so, if a Company Party has a
question regarding whether a particular situation is a conflict of interest, he
or she should consult with his or her immediate supervisor or contact the
Company's chief financial officer. Company Parties who are executive officers or
members of the Board should consult with the Board or a committee of the Board.
A Company Party must bring any conflict of interest or potential conflict of
interest to the attention of his or her immediate supervisor or the Company's
chief financial officer or follow the procedures described in Section 14 herein.
2. CORPORATE OPPORTUNITIES
A Company Party cannot personally take for himself or herself business
opportunities discovered using Company property, information or position. A
Company Party cannot use Company property, information or position for personal
gain, and cannot compete with the
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Company directly or indirectly. It is the duty and responsibility of each
Company Party to advance the Company's legitimate interests when the opportunity
to do so arises.
3. CONFIDENTIALITY
A Company Party must maintain the confidentiality of all confidential and
non-public information entrusted to him or her by the Company and its customers
and suppliers, except when disclosure is authorized by an executive officer of
the Company or required by applicable laws or regulations. Confidential
information includes all information that, if disclosed, might be of use to
competitors of the Company or harmful to the Company or its customers or
suppliers. It also includes information that Company customers and suppliers
have entrusted to the Company. For example, confidential information includes
customer lists, financial documents, pricing, manufacturer and vendor
information, corporate development materials, the cost of goods, personnel
files, manuals and procedures, proprietary information (as discussed below),
computer software, design documents, videos and internal reports and memoranda.
Information that the Company has made public, such as information presented in
press releases, advertisements or documents filed with governmental regulatory
authorities, is not confidential information. The obligation to preserve
confidential information extends beyond the term of employment with, or service
to, the Company.
4. FAIR DEALING
The Company seeks to outperform its competition fairly and honestly through
superior performance and not through unethical or illegal business practices.
Company Parties must endeavor to deal fairly with their colleagues and
customers, suppliers and competitors of the Company. Company Parties cannot
steal proprietary information, possess trade secret information obtained without
the owner's consent or induce such disclosures by past or present employees of
other companies. No Company Party may take unfair advantage of anyone through
manipulation, concealment, abuse of confidential information, misrepresentation
of material facts or any other unfair-dealing practice. The knowing or
deliberate falsification of any documents or data by a Company Party may be the
basis for immediate discharge and may subject such Company Party to civil and/or
criminal penalties.
5. PROTECTION AND PROPER USE OF COMPANY ASSETS
Company Parties must endeavor to protect the Company's assets and property
and ensure their efficient use. Theft, carelessness and waste have a direct
impact on the Company's profitability. Company Parties must report any suspected
incident of fraud or theft immediately for investigation to their immediate
supervisor or the Company's chief financial officer. Company Parties who are
executive officers or members of the Board must report such fraud or theft to
the Board or a committee of the Board. Company Parties must use all assets and
property of the Company for legitimate business purposes only.
The obligation of a Company Party to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual
property such as trade
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secrets, patents, patent applications, trademarks and copyrights, as well as
business, marketing and service plans, engineering and manufacturing ideas,
designs, databases, consumer and customer information, records, salary
information and any unpublished financial data and reports. Unauthorized use or
distribution of this information violates Company policy and may subject Company
Parties to civil and/or criminal penalties.
6. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
All Company Parties must respect and obey the laws, rules and regulations
of the cities, states and countries in which the Company operates. Company
Parties must contact the Company's chief financial officer with any questions as
to the applicability of any law, rule or regulation or the appropriate manner of
compliance therewith.
7. INSIDER TRADING
Company Parties who have access to confidential information cannot use or
share such information for stock trading purposes or for any other purpose
except the proper conduct of the Company's business. All Company Parties are
subject to the Company's Policy on Insider Trading and Confidentiality then in
effect. The Company will deal firmly with all instances of insider trading. If a
Company Party has any questions regarding non-public information and the use of
such information or the Company's Policy on Insider Trading and Confidentiality
then in effect, he or she should contact the Company's chief financial officer.
8. DISCRIMINATION AND HARASSMENT
The Company requires strict adherence to its policies and applicable laws
regarding equal employment opportunities and discrimination in the workplace.
The Company will not tolerate any illegal discrimination or harassment of any
kind. Relationships with colleagues and business relationships with competitors,
suppliers and customers always must be conducted free of any discrimination,
including based on race, color, creed, religion, age, sex, sexual preference,
national origin, marital status, veteran status, handicap or disability.
Examples of illegal discrimination or harassment include derogatory comments
based on any of the preceding characteristics and unwelcome sexual advances.
9. HEALTH AND SAFETY
The Company strives to provide each employee with a safe and healthful work
environment. Each Company Party is responsible for maintaining a safe and
healthy workplace for their colleagues by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.
The Company will not tolerate violence or threatening behavior in the
workplace. Company Parties are required to report to work in condition to
perform their duties, free from the influence of illegal drugs or alcohol. The
Company will not tolerate the use of illegal drugs in the workplace or on any
Company property.
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10. RECORD-KEEPING
The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. Company Parties
must document and record accurately all business expense accounts they use. If a
Company Party is unsure whether a certain expense is legitimate, such Company
Party should ask his or her immediate supervisor or the Company's chief
financial officer. Company Parties who are executive officers or members of the
Board should confer with the Board or a committee of the Board. Rules and
guidelines regarding business expenses are available from the Company's
accounting department.
All of the Company's books, records, accounts and financial statements must
be maintained in reasonable detail, must appropriately reflect the Company's
transactions and must conform both to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or "off the books" funds or
assets cannot be maintained unless permitted by applicable laws or regulations.
All Company Parties are subject to the Company's Document Retention Policy. Any
questions concerning the Company's Document Retention Policy should be directed
to the Company's chief financial officer.
Company Parties must avoid exaggeration, derogatory remarks, guesswork or
inappropriate characterizations of people and companies in business records and
communications. This prohibition applies equally to e-mail, internal memos and
formal reports.
11. PAYMENTS TO GOVERNMENT PERSONNEL OR CANDIDATES FOR OFFICE
All Company Parties must comply with the Foreign Corrupt Practices Act,
which prohibits giving anything of value, directly or indirectly, to officials
of foreign governments or foreign political parties or candidates to obtain or
retain business and prohibits making payments to government officials of any
country. No Company Party may give to, or receive from, any government official
kickbacks, bribes, rebates or other illegal consideration. All Company Parties
dealing with government agencies must be aware of, and comply with, any agency
rules limiting or prohibiting gifts or other favors.
The Company cannot contribute, directly or indirectly, to any political
campaign or party. Company Parties cannot use expense accounts to pay for any
personal political contributions or seek any other form of reimbursement from
the Company for such contributions. Of course, Company Parties are free to
engage in political activity with their own resources on their own time.
12. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS
Any waiver of this Code for executive officers or directors requires the
approval of the Board and must be disclosed promptly as required by applicable
law, rules or regulations.
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13. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
Company Parties are encouraged to talk to immediate supervisors or the
Company's chief financial officer about observed illegal or unethical behavior
when unsure about the best course of action to take in a particular situation.
Company Parties who are executive officers or members of the Board should
discuss such behavior with the Board or a committee of the Board. In addition,
Company Parties must report violations of laws, rules, regulations or this Code
to immediate supervisors or the Company's chief financial officer. Company
Parties who are executive officers or members of the Board must report such
matters to the Board or a committee of the Board. The Company prohibits
retaliation for reports of ethical misconduct made by Company Parties in good
faith. If a situation requires that the identity of a Company Party reporting
any such misconduct not be disclosed, the Company will protect the anonymity of
such Company Party to the extent legally possible. The Company will not permit
retaliation of any kind against any reporting Company Party for good faith
reports of ethical violations.
14. COMPLIANCE PROCEDURES
This Code broadly describes the ethical standards by which the Company
conducts its business. If a Company Party is uncertain as to the applicability
of any of these standards to a particular situation or the propriety of any
contemplated course of action, the Company encourages such Company Party to
discuss the potential situation with his or her immediate supervisor or the
Company's chief financial officer. Company Parties who are executive officers or
members of the Board should discuss the potential situation with the Board or a
committee of the Board. In any case where a Company Party feels that it is not
appropriate to discuss an issue with an immediate supervisor, or where he or she
does not feel comfortable approaching an immediate supervisor with a question,
such Company Party is encouraged to discuss the question with Company's chief
financial officer or report the matter directly to the Board or a committee of
the Board.
15. AMENDMENTS
This Code may be amended by the Board. The Company must report promptly any
amendments pertaining to executive officers or senior financial officers as
required by applicable laws, rules or regulations.
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