Exhibit 14.1
Page 1 of 3
SADDLEBROOK RESORTS, INC.
CODE OF ETHICS
Our Executive Committee Members, Chief Financial Officer and Controller
hold important and elevated roles in corporate governance. As members of the
management team, they are uniquely capable and empowered to ensure that all
interests of the stockholders of Saddlebrook Resorts, Inc. ("the Company") are
appropriately balanced, protected and preserved.
The Board of Directors of the Company believes that it is in the best
interests of the Company to adopt a written Code of Ethics which will govern the
actions of our Executive Committee, Chief Financial Officer and Controller. This
Code provides principles to which these individuals are expected to adhere and
advocate. Any person who violates this Code of Ethics will be subject to
censure, suspension or termination.
Each of the Executive Committee Members, Chief Financial Officer and
Controller shall:
1. Act responsibly, in good faith, with honesty, integrity and due care,
without misrepresenting material facts or allowing his or her
independent judgment to be subordinate.
2. Avoid actual or apparent conflicts of interest in personal and
professional relationships. 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 employee takes actions or has interests
that may make it difficult to perform his or her Company work
objectively and effectively. Conflicts of interest also arise when an
employee, or a member of his or her family, receives personal benefits
as a result of his or her position in the Company without the consent
of the Chairman of the Board of Directors. In the event that an
Executive Committee Member, Chief Financial Officer of Controller has
reason to believe that he or she, or any member of his or her immediate
family, may have a personal interest in a material transaction or
relationship involving the Company or any of its subsidiaries, either
current or proposed, that reasonably could be expected to conflict with
the interests of the Company or one of its subsidiaries, he or she
shall inform a member of the Board of Directors promptly of such
personal interest. All material transactions and relationships
involving a potential conflict of interest for the Executive Committee
Members, Chief Executive Officer or Chief Financial Officer of the
Company must be approved in advance by the Chairman of the Board of
Directors or the Board of Directors of the Company, as provided below.
3. Provide 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.
4. Comply with all applicable laws, rules and regulations of federal,
state, and local governments, and other appropriate private and public
regulatory agencies.
5. Advance the legitimate interests of the Company whenever the
opportunity to do so arises.
6. Act in good faith, responsibly, with due care, competence and
diligence, without misrepresenting material facts or allowing one's
independent judgment to be subordinate.
Exhibit 14.1
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7. Endeavor to deal fairly with the Company's customers, suppliers,
competitors and employees. No one should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other unfair
practice.
8. Respect and maintain the confidentiality of information about the
Company, and its customers and suppliers, acquired in the course of his
or her work except when authorized or otherwise legally obligated to
disclose. Confidential information includes all non-public information
that might be of use to competitors, or harmful to the Company or its
customers, if disclosed. Confidential information acquired in the
course of one's work may not be used for personal advantage.
9. Share knowledge and maintain skills important and relevant to specific
needs.
10. Proactively promote ethical behavior as a responsible partner among
peers, in the work environment and the community.
11. Protect the Company's assets and ensure their responsible and efficient
use only for legitimate business purposes.
In addition to the foregoing, each of the Executive Committee Members,
Chief Financial Officer and Controller is prohibited from (a) taking for himself
or herself personally opportunities that are discovered through the use of
corporate property, information or position; (b) using corporate property,
information, or position for personal gain; and (c) competing with the Company.
Reporting Violations of this Code, Assistance in Investigations
The Executive Committee Members, Chief Financial Officer and Controller
are required to report, or cause to be reported to the Chairman of the Board or
a member of the Board of Directors, and to assist in any investigation
undertaken by the Company, information known to them concerning the following:
- - the conduct of any employee or agent of the Company in connection with
the Company or its business that is not honest and ethical;
- - conflicts of interest which have not been reported as required by this
Code;
- - disclosures in the Company's SEC reports and other public disclosures
that are not full, fair, accurate, timely, and understandable;
- - violations of this Code of Ethics.
The Company's Board of Directors shall conduct an appropriate
investigation and take such action as it determines necessary to effect
compliance with this Code.
Exhibit 14.1
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No Retaliation; Confidentiality
The Company will not, and no Executive Committee Member, officer may, retaliate
against a director, officer or employee who provides, or causes to be provided,
information, or who files, causes to be filed, testifies, participates in, or
otherwise assists in a proceeding filed or about to be filed regarding any
matter covered in the preceding section entitled "Reporting Violations of this
Code, Assistance in Investigations," and the anonymity of such person and the
confidentiality of the information that is reported will be maintained if such
person so requests; provided however, that the identity of the person and the
information reported may be disclosed to the extent necessary to conduct an
effective investigation. Any person who reports, or causes to be reported,
information, or who files, causes to be filed, testifies, participates in, or
otherwise assists in a proceeding filed or about to be filed, regarding any
matter covered in the preceding section who believes that he or she has been
subject to retaliation by the Company, or any officer or employee, shall report
such retaliation to the Board of Directors, which shall conduct an appropriate
investigation and take such action as it determines necessary to effect
compliance with this Code and applicable law.
Approval Of Transactions And Relationships Involving A Potential Conflict Of
Interest For An Officer Or Director
In order to ensure that material transactions and relationships
involving a potential conflict of interest for any officer or employee of the
Company are in the best interests of the Company, all such conflicts of interest
shall be reported to the a member of the Board of Directors, and the approval of
the Chairman or the Board of Directors must be obtained in advance for the
Company to enter into any such transaction or relationship. No officer or
employee of the Company may, on behalf of the Company, authorize or approve any
transaction or relationship, or enter into any agreement, in which such officer
or any member of his or her immediate family, may have a personal interest
without such Board approval. Further, no officer or employee of the Company may,
on behalf of the Company, authorize or approve any transaction or relationship,
or enter into any agreement, if they are aware that an officer, or any member of
any such person's family, may have a personal interest in such transaction or
relationship, without such Board approval.