EXHIBIT 14
O'CHARLEY'S INC.
CODE OF CONDUCT
AND BUSINESS ETHICS
POLICY
TABLE OF CONTENTS
GENERAL POLICY..................................................................... 1
BUSINESS CONDUCT................................................................... 1
EMPLOYEE CONDUCT.......................................................... 1
CONFIDENTIALITY........................................................... 1
USE OF ELECTRONIC MAIL.................................................... 2
INTEGRITY OF RECORDS, STATEMENTS AND REPORTS
AND COMPLIANCE WITH ACCOUNTING PROCEDURES................................. 2
POLITICAL CONTRIBUTIONS................................................... 4
BRIBERY AND KICKBACKS..................................................... 4
GIFTS AND CONTRIBUTIONS................................................... 4
GOVERNMENT REQUESTS................................................................ 5
CONFLICTS OF INTEREST.............................................................. 5
OUTSIDE ACTIVITIES........................................................ 5
PERSONAL FINANCIAL INTEREST............................................... 5
PROTECTION AND USE OF COMPANY PERSONNEL OR PROPERTY....................... 5
BUYING OR SELLING STOCK WHILE POSSESSING INSIDE INFORMATION............... 6
FAIR EMPLOYMENT PRACTICES.......................................................... 6
RACE, COLOR, RELIGION, NATIONAL ORIGIN, SEX, AGE AND DISABILITY........... 6
HARASSMENT................................................................ 7
MISAPPROPRIATION OF PROPRIETARY INFORMATION........................................ 7
SAFETY AND QUALITY OF FOOD AND OTHER PRODUCTS...................................... 8
ENVIRONMENTAL COMPLIANCE........................................................... 8
PURCHASING......................................................................... 8
CODE IMPLEMENTATION................................................................ 8
COMPLIANCE OFFICER........................................................ 10
WAIVER.................................................................... 10
RESERVATION OF RIGHTS.............................................................. 10
EMPLOYEE-AT-WILL................................................................... 11
COMPANY POLICIES................................................................... 12
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GENERAL POLICY
O'Charley's Inc. (the "Company") is committed to achieving high
standards of workplace conduct and business, personal and ethical conduct.
Through performance in accordance with these standards, the Company and all of
its employees will merit and enjoy the respect of one another, our shareholders,
our customers, our suppliers and the public.
It is the personal responsibility of all employees who are required to
sign this agreement to acquaint themselves with all legal and policy standards
and restrictions applicable to their assigned duties and responsibilities, and
to conduct themselves accordingly. Over and above the strictly legal aspects
involved, all Company personnel are expected to observe high standards of
business and personal ethics in the discharge of their assigned duties. This
Code of Conduct (the "Code") is designed to help ensure that these things occur.
This Code is not meant to cover all situations. Any doubts as to the
appropriateness of a particular situation, whether or not described in this
Code, should be submitted either to your immediate supervisor or the Company's
Compliance Officer whose role is discussed later in this document.
BUSINESS CONDUCT
Employee Conduct. Each employee of the Company must exercise
the highest standards of personal conduct in such employee's dealings
with the Company, its customers and suppliers, government officials and
other employees. Employees must comply fully with the letter and spirit
of all applicable statutes and regulations. Disregard of the law may
result in severe penalties to the Company and to the employee.
Confidentiality. Employees frequently have access to
confidential information concerning the Company's business.
Safeguarding confidential information is essential to the conduct of
the Company. Caution and discretion must be exercised in the use of
such information, which should be shared only with those who have a
clear and legitimate need and right to know. Employees should be
careful to guard against accidental disclosure of confidential
information through conversations that may be overheard in public
places such as restaurants, airplanes and elevators.
Salary, benefits and other personal information relating to
employees shall be treated as confidential. Personnel files, payroll
information, disciplinary matters and similar information shall be
maintained in a manner designed to ensure confidentiality in accordance
with applicable laws. Employees will exercise due care to prevent the
release or sharing of information beyond those persons who may need
such information to fulfill their job function.
Any requests for information arising through a legal process
(e.g., subpoena or court order) must be processed through the
designated avenues within the Company. All requests related to the
Company's financial records must first be referred to the Chief
Financial Officer before the release of the information can occur.
All news inquiries should be directed to either the concept
President, Vice-President of Human Resources Support Services,
Vice-President of Marketing, Chief Support Officer, Chief Financial
Officer, Chief Operating Officer or Chief Executive Officer.
Use of Electronic and Voice Mail. All electronic and
telephonic communications and stored information transmitted, received
or archived in O'Charley's, Inc. electronic or telephonic communication
systems or computers are the property of the company. While
O'Charley's, Inc. reserves the right, employee's should not attempt to
enter, monitor, access, retrieve or disclose information from another's
email, voice mail, or computer files without the express permission of
the Chief Information Officer, Vice-President of Human Resources
Support Services or a Vice-President of Operations. Access to the
disclosure of e-mail, voice mail and information on computer systems
should be limited to authorized employees who, for company business
purposes, have a need to know.
E-mail or voice mail shall not be used to transmit vulgar,
profane, insulting or offensive messages. Among those which are
considered to be offensive are any messages which contain sexual
implications, racial slurs, gender specific comments, or any other
comment that offensively addresses someone's age, sexual orientation,
religious or political beliefs, national origin, or disability.
Integrity of Records, Statements and Reports and Compliance
with Accounting Procedures. Accuracy and reliability in the preparation
of all business records, financial statements and reports to regulatory
and other government agencies is of critical importance to the business
decision-making process and to the proper discharge of the Company's
financial, legal and reporting obligations. To this end, the Company
shall:
- comply with generally accepted accounting principles at all
times;
- maintain a system of internal accounting controls that will
provide reasonable assurances to management that all
transactions are properly recorded;
- maintain books and records that accurately and fairly reflect
the Company's transactions;
- prohibit the establishment of any undisclosed or unrecorded
funds or assets; and
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- maintain a system of internal controls that will provide
reasonable assurances to management that material information
about the Company is made known to management, particularly
during the periods in which the Company's periodic reports are
being prepared.
Each employee should ensure that all business records, expense
accounts, vouchers, bills and payroll records and other statements and
reports are prepared timely and with care and honesty. False or
misleading entries are prohibited. It is the responsibility of all
employees to ensure that both the letter and the spirit of corporate
accounting and internal control procedures are strictly adhered to at
all times.
No employee shall directly or indirectly take any action, or
encourage anyone to take an action; to improperly influence, coerce,
manipulate, or mislead any independent public accountant engaged in the
performance of an audit or review of the Company's financial
statements. Some examples of improper action include any action causing
the Company's independent auditors to (a) issue a report on the
Company's financial statements that is not warranted in the
circumstances (due to material violations of generally accepted
accounting principles, generally accepted auditing standards, or other
standards), (b) not perform audit, review or other procedures required
by generally accepted auditing standards or other professional
standards, (c) not to withdraw an issued report, or (d) not communicate
matters to the Company's Audit Committee. Improper action also
includes: (a) offering or paying bribes or other financial incentives,
including offering future employment or contracts for non-audit
services, (b) providing an auditor with inaccurate or misleading legal
analysis, (c) threatening to cancel or canceling existing non-audit or
audit engagements if the auditor objects to the Company's accounting,
(d) seeking to have a partner removed from the audit engagement because
the partner objects to the Company's accounting, (e) blackmailing, or
(f) making physical threats.
The Company has established a Disclosure Committee to assist
management in the full, fair, accurate, timely and understandable
disclosure in the periodic reports required to be filed by the Company
with the SEC.
It is the responsibility of each employee to:
- promptly bring to the attention of the Disclosure Committee
any material information of which he or she may become aware
that affects the disclosures made by the Company in its public
findings;
- promptly bring to the attention of the Disclosure Committee
and the Audit Committee any information he or she may have
concerning (a) significant deficiencies in the design or
operation of internal controls which could adversely affect
the Company's ability to record, process, summarize and
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report financial data or (b) any fraud, whether or not
material, that involves management or other employees who have
a significant role in the Company's financial reporting,
disclosures or internal controls; and
- promptly bring to the attention of the CFO and to the Audit
Committee any information he or she may have concerning
evidence of a material violation of the securities or other
laws, rules or regulations applicable to the Company and the
operation of its business, by the Company or any agent
thereof.
Political Contributions. No funds or assets of the Company
will be used for federal, state, or local political campaign
contributions without the prior approval of the CFO, COO or CEO. These
prohibitions cover not only direct contributions but also indirect
assistance or support of candidates or political parties through the
purchase of tickets to special dinners or other fundraising events or
the furnishing of any other goods, services or equipment to political
parties or committees.
The U.S. Foreign Corrupt Practices Act prohibits the Company
from giving anything of value, directly or indirectly, to foreign
government officials, parties or candidates to obtain or retain
business. Accordingly, no funds or assets of the Company will be used
or offered, directly or indirectly, for political contributions outside
the United States, even where permitted by applicable law, without the
prior written approval of the Chief Financial Officer of the Company.
The above prohibitions apply only to the direct or indirect
use of corporate funds or assets for political purposes and are, of
course, not intended to discourage employees from making personal
contributions to candidates, parties or committees of their choice.
Under no circumstances will employees be reimbursed in any way for
personal contributions.
Bribery and Kickbacks. An employee may not give anything of
value to any customer or potential customer as an inducement to obtain
favorable treatment personally. Similarly, employees are prohibited
from giving anything of value to public officials, as an inducement to
have a law or regulation enacted, defeated or violated.
Gifts and Contributions. The general purpose of gifts and
favors in a business context is to create goodwill. If they do more
than that, and have the potential to unduly influence judgment or
create a feeling of obligation, employees should not accept them.
Employees may not solicit any kind of gift, contribution, service or
any personal benefit from present or potential suppliers or vendors.
Employees are prohibited from accepting gifts of money, whether
solicited or unsolicited. Employees may not accept non-monetary
unsolicited gifts, contributions, prizes or entertainment unless
consistent with normal business customs. Gifts, which may be considered
excessive, require the prior
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approval of the Compliance Officer or, the Chief Financial Officer in
the case of the Board of Directors.
GOVERNMENT REQUESTS
It is the Company's policy to cooperate with all reasonable requests
from government authorities. All requests for information should be responded to
with complete and accurate information. In addition, documents should always be
retained in accordance with the Company's document retention policy and should
never be concealed, altered or destroyed in anticipation of, or in response to,
any investigation. Any request for information from a government authority,
other than routine items requested in the ordinary course of business, should be
reported to the Chief Financial Officer so that the Company may consult its
legal counsel about the request prior to providing any information.
CONFLICTS OF INTEREST
A conflict of interest occurs when an employee's individual private
interest interferes, or appears to interfere, in any way with the interests of
the Company. Following are certain ways that a conflict of interest may arise,
but they are by no means a comprehensive list. If any employee believes that he
or she or another employee may have an actual or potential conflict of interest
with the Company, the employee should immediately report it to his or her
supervisor or the Compliance Officer.
Outside Activities. The Company expects its employees to
devote their full energies to their work during their working hours.
Therefore, an employee's outside activities must not reflect adversely
on the Company or give rise to a real or apparent conflict of interest
with the employee's duties with the Company. Employees must be alert to
potential conflicts of interests and be aware that they may be asked to
discontinue any outside activity should such a conflict arise.
Personal Financial Interest. Employees, and members of their
household, should avoid any outside financial interests that might
conflict with the Company's interests and shall promptly notify the
Compliance Officer upon becoming aware of any such potential conflict.
Protection and Use of Company Personnel or Property.
Directors, officers and employees shall not use the Company's employees
or property for purposes other than those related to Company business
except as specifically authorized by their immediate supervisor.
Employees are prohibited from the unauthorized use or taking of the
Company's equipment, supplies, software, data, intellectual property,
materials or products. Prior to engaging in any activity on the
Company's time, which will result in remuneration to the employee or
the use of Company equipment, supplies, materials or services for
personal or non-work related purposes, employees must obtain the
approval of their supervisor.
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Buying or Selling Stock While Possessing Inside Information.
Numerous complex laws regulate stock transactions. Severe civil and
criminal penalties can be imposed on individuals and corporations
convicted of violations. The information contained in the Code is a
summary of the Company's Insider Trading Policy (the "Policy"), and
employees are encouraged to consult the Policy for a complete
description.
1. Employees who know any "material" fact about the Company that
has not been disclosed to the public ("inside information")
may not buy or sell the Company's stock until reasonable time
has passed after the information has been disclosed to the
public. "Material" information means facts that would be
likely to cause the value of the stock to go up or down.
Examples include knowledge of corporate, concept or store
level sales or expense information; earnings figures;
acquisitions; mergers; and sales of businesses.
2. In addition, employees can be legally liable if someone
outside the Company trades in the Company stock based on a
"tip" of inside information given by an employee. Company
policy forbids giving confidential information about the
Company to outsiders except under limited circumstances
approved by legal counsel.
3. Specific additional legal restrictions on Company stock
trading apply to corporate officers and directors, who have
been furnished with detailed explanations of these
restrictions.
4. Trading in the stock of outside concerns while in the
possession of material inside information is also prohibited.
Examples of material inside information, which might be
obtained as a result of an employee's position with the
Company, include proposed acquisitions of outside concerns or
awards of important contracts to suppliers of the Company.
FAIR EMPLOYMENT PRACTICES
Race, Color, Religion, National Origin, Citizenship, Veteran
Status, Sex, Age and Disability. Diversity is not only a welcomed
reality in today's competitive work force, but also a key to increased
productivity. Employees at the Company were recruited, selected and
hired on the basis of individual merit and ability with respect to the
position filled. As a business comprised of talented and diverse
co-workers, the Company must be committed to the fair and effective
utilization of all employees without regard to race, color, religion,
national origin, sex, age or disability unrelated to ability to do the
job. Employees must all keep in mind that equal employment opportunity
is indispensable in every aspect of the employment relationship. The
relationship covers origin, training, working conditions, benefits,
compensation practices, employment functions (including promotion,
demotion, discipline, transfer, termination and reduction in force) and
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Company sponsored educational, social and recreational programs. The
Company will move affirmatively and aggressively toward full and equal
participation for each and every one of its employees as a matter of
sound moral, legal and business policy. The Company steadfastly
requires all of its employees to treat each other, regardless of title
or position, with the fairness and respect necessary to maintain a
diverse place of employment that encourages each person to contribute
to her or his fullest potential.
Harassment. Every person conducting business on Company
premises, whether or not employed by the Company, must refrain from
engaging in any verbal or physical conduct that could be construed as
harassment. Conduct by an employee that is offensive or is otherwise
damaging or harmful to another will not be tolerated. In addition, each
employee must refrain from all types of conduct that might be
considered sexual harassment. Such conduct may consist of making
unwelcome sexual advances, or engaging in coercive behavior that is
sexual in nature when the rejection of or submission to such conduct
affects, either implicitly or explicitly, an employee's status of
employment (e.g. pay, promotion, assignment, termination, etc.). In
addition to offending -- if not injuring -- the victim of such conduct,
sexual harassment is counterproductive to sound business policy. Any
employee who experiences, witnesses or becomes aware of an act of
harassment should report it immediately.
MISAPPROPRIATION OF PROPRIETARY INFORMATION
Certain copyrights and trademarks owned by the Company are valuable
assets. Each employee must carefully consider any action that could dilute or
affect in any way the Company's copyright and trademark interests. No employee
should enter into any agreement to transfer, assign or license the Company's
copyrights or trademarks without the prior approval of the Company's Chief
Financial Officer, President or Chief Executive Officer.
In addition to protecting the Company's intellectual property rights,
the Company respects the valid intellectual property rights of others. It is the
policy of the Company to comply fully with all laws of the United States and
each state where the Company conducts business concerning intellectual property
matters. No employee shall copy, cause to have copies made or otherwise use any
video tapes, audio tapes, other sound recordings, written works, musical works,
computer software or any other "work of authorship" protected by copyright in
violation of such copyright without the written consent of the copyright holder.
Such written consent shall be obtained whether or not the "work of authorship"
bears evidence of copyright. Software programs, which are licensed to the
Company for use by its employees, are subject to specific use requirements as
authorized in the licensing agreement. No employee should copy any software
programs owned or used by the Company until the employee has contacted the
Company's Chief Information Officer to determine whether such copying is
permitted.
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Any question whether a proposed action would infringe upon the rights
of another company or individual should be referred directly to the Chief
Executive Officer, President or Chief Financial Officer. Such matters include
copying or distributing written work prepared by others, using signs or symbols
that may be trademarks or service marks, or doing Company business under any
name other than the Company's or any subsidiary's name.
In addition, employees shall not use confidential business information
obtained from competitors, including customer lists, price lists, contracts, or
other information in violation of a covenant not to compete, prior employment
agreements or in any other manner likely to provide an unfair or illegal
competitive advantage to the Company.
SAFETY AND QUALITY OF FOOD AND OTHER PRODUCTS
The safety and quality of the Company's food and other products are
critical to maintaining the trust of customers and the Company's reputation. It
is a goal of the Company to provide safe products that meet high quality
standards. It is the policy of the Company to comply with all food and product
safety laws applicable to the Company and its operations. Each employee is
expected to acquaint himself or herself with all food safety and other laws and
procedures applicable to the employee's assigned duties and comply with all such
laws and procedures.
ENVIRONMENTAL COMPLIANCE
It is the policy of the Company to comply with all environmental laws
and regulations as they relate to our operations. We will comply with all
environmental laws and operate each of our restaurants, our commissaries and
other facilities with the necessary permits, approvals and controls. Each
employee should diligently employ proper procedures with respect to the handling
of hazardous materials and immediately alert his or her supervisor to any
discharge of hazardous material or any situations, which may be potentially
damaging to the environment.
PURCHASING
Employees purchasing products on behalf of the Company must do so based
on the best interests of the Company without regard to outside influences or
personal interests. Employees making purchasing decisions on behalf of the
Company should, consistent with the Company's policies, obtain bids for products
and services, evaluate the quality of goods and services provided and verify
product liability coverage by the supplier. Agreements with suppliers should be
written and clearly set forth the terms of the purchase.
CODE IMPLEMENTATION
Ethical conduct means being correct from the standpoint of legal,
propriety and social judgment. It also means avoiding any actions that would
violate these standards.
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All Directors and above are required to read, understand and refer to
this Code. Compliance with the conduct policies set forth in this Code is
required of all personnel. Enforcement is the direct responsibility of every
supervisor.
If an employee becomes aware of any illegal or unethical conduct or
behavior in violation of this Code by anyone working for or on behalf of the
Company, that employee should report it promptly, fully and objectively to
people who are in a position to respond to the matter, preferably in writing.
The normal disclosure procedure involves reporting misconduct to a supervisor.
If an employee wishes to remain completely anonymous, that employee may
submit his or her report through 800/43 CHARLEY (800/432-4275) if they are with
O'Charley's or Stoney River, or 877/293-0299 for Ninety-Nine Restaurant & Pub
employees. All reports must contain sufficient information for an appropriate
investigation to occur. The Company will attempt to treat such reports with the
utmost discretion and to protect the identity of the employee who has made the
request to the maximum extent and as may be permitted under applicable law.
When an employee is in doubt as to how a specific ethical or other
situation covered by this Code should be handled, the employee should seek
assistance from other Company sources. As a general rule, the employee should
initially address such questions to his or her own supervisor. If the
supervisor's response is not satisfactory or if, because of the nature of the
issue, the employee would prefer to report the problem to someone else, the
employee should report to the next highest level of authority. If these
procedures do not satisfactorily deal with the situation, the employee should
take the matter up with the Human Resources Manager, the Vice-President of Human
Resources Support Services or the Compliance Officer, whose role is discussed
below.
All reports will be investigated. Upon receipt of credible reports of
suspected violations or irregularities, the supervisor or Compliance Officer
shall see that corrective action takes place appropriately. The Company will
weigh relevant facts and circumstances, including, but not limited to, the
extent to which the behavior was contrary to the express language or general
intent of the Code, the seriousness of the behavior, the employee's history with
the Company and other factors which the Company deems relevant. Violations of
the Code may result in discipline ranging from warnings and reprimand to
discharge or, where appropriate, the filing of a civil or criminal complaint. In
addition, managers and supervisors may be sanctioned for failure to instruct
adequately their subordinates or for failing to detect non-compliance with
applicable policies and legal requirements, where reasonable diligence on the
part of the manager or supervisor would have led to the discovery of any
problems or violations and given the Company the opportunity to correct them
earlier.
No adverse action or retribution of any kind will be taken by the
Company against an employee solely because he or she reports in good faith a
suspected violation of this Code or other irregularity by any person other than
the reporting employee. Any
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employee responsible for retaliation against an individual who in good faith
reports a known or suspected violation will be subject to disciplinary action.
Any employee who knowingly makes a false report will be subject to disciplinary
action.
If an employee is approached by anyone inside or outside of the Company
with a request to do something the employee recognizes to be illegal or
unethical, the employee should refuse. The employee should tell the person
making the request that such conduct is contrary to the Company's policy and
then report the incident to the employee's supervisor. No supervisor may direct
a subordinate to violate this Code.
THIS CODE SETS FORTH GENERAL GUIDELINES ONLY AND MAY NOT INCLUDE ALL
CIRCUMSTANCES THAT WOULD FALL WITHIN THE INTENT OF THE CODE AND BE CONSIDERED A
VIOLATION THAT SHOULD BE REPORTED. EMPLOYEES SHOULD REPORT ALL SUSPECTED
DISHONEST OR ILLEGAL ACTIVITIES WHETHER OR NOT THEY ARE SPECIFICALLY ADDRESSED
IN THE CODE.
Compliance Officer. In order to help ensure compliance with this Code,
the Company has appointed a Compliance Officer who is the Company's Chief
Support Officer. The Compliance Officer will have the responsibility for
overseeing the following duties:
1. Coordinating periodic reviews and updating this Code as
necessary;
2. Ensuring that each employee who is subject to the Code of
Conduct, or who has responsibility as a process owner for
decisions made within the company, is given a copy of this
Code immediately after employment and that each such employee
signs an acknowledgment annually that he or she has read,
understands and supports this Code;
3. Maintaining records related to this Code; and
4. Performing such other activities as may be reasonably related
to the foregoing or are required to ensure a successful
application of the program contemplated by this Code.
The Compliance Officer shall make periodic reports to the Company's
Chief Executive Officer and the Audit Committee of the Board of
Directors concerning compliance with these requirements.
Waiver. A waiver of any provision of this Code with respect to
the Company, the CFO, COO or the CEO may only be given by the Audit
Committee of the Board of Directors.
RESERVATION OF RIGHTS
The Company reserves the right to amend this Code, in whole or in part,
at any time and solely at its discretion.
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EMPLOYEE-AT-WILL
Nothing contained in this Code is to be construed or interpreted to
create a contract of employment, either express or implied, nor is anything
contained in this Code intended to alter a person's status of
"employment-at-will" with the Company to any other status.
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COMPANY POLICIES
The Company has adopted policies consistent with this Code, which may
address certain matters set forth in this Code in more detail. Employees are
encouraged to consult the Company's Policy Manual for more information regarding
these matters.
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O'CHARLEY'S INC.
CODE OF CONDUCT AND BUSINESS ETHICS
CERTIFICATION PAGE
In accordance with the Policy on Code of Conduct and Business Ethics, you are
required annually to provide the company with the certification as set forth
below. Employees who fail to disclose reportable interests or relationships, or
who fail to comply with the Company's policies shall be subject to disciplinary
action up to and including termination.
The undersigned hereby certifies as follows:
1. I have read and understand the Company's Code of Conduct and
Business Ethics (the "Code of Conduct").
2. I am not aware of any illegal or unethical conduct or behavior
in violation of the Code of Conduct by me or by any other
employee in the Company that has not been reported.
3. I agree to comply with the Code of Conduct.
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