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 l0-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 the
Nominating and Corporate Governance Committee of the Board, or an Independent
Director. 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
embers cannot accept material gifts or favors that could create the
ppearance that such Company Party's business judgment could be
ffected by the receipt of such gifts or favors. A Company Party and
embers of his or her immediate family can accept gifts of nominal
alue from existing sources, prospective sources and persons, firms or
ompanies 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 Nominating and Corporate
Governance Committee of the Board, or an Independent Director. 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 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 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 Insider Trading Policy
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
Insider Trading Policy 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.
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 Nominating and Corporate
Governance Committee of the Board, or an Independent Director. 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.
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 Nominating and Corporate Governance
Committee of the Board, or an Independent Director.
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.