EXHIBIT 14.1
INTRODUCTION
Innotrac Corporation is about Integrity, Respect and Excellence in
everything we do. These key beliefs define who we are and represent our core
values as individuals and as an organization. We demonstrate our commitment to
these beliefs every day in our interactions with our employees, our clients, our
shareholders, our suppliers, our competitors and our communities. This Code
highlights important issues and identifies policies and procedures to help you
make decisions that reflect and support these key beliefs.
Innotrac expects all employees, officers and members of its Board of
Directors, as well as individuals and entities with whom we do business, to act
with the highest ethical standards and to comply with all applicable laws. The
Code is a guide to the specific standards of business conduct and laws that
apply to our everyday business dealings. In some instances, the Code goes beyond
what the law requires to protect the integrity of the Company in all situations.
This Code does not include all policies of the Company, however; the Company
publishes various policies, procedures and rules from time to time, and all
employees, officers and Board members are expected to comply with these
policies, procedures and rules as well.
APPLICATION OF THE CODE
Our words and action reflect who we are. Each of us is responsible for
making sure that our actions conform to this Code and all laws applicable to us.
This responsibility extends from the very top and throughout all levels of our
organization, including the Board of Directors, the executive officers
(including the senior financial officers), and all employees. Failure to abide
by this Code or the law will lead to disciplinary action appropriate to the
violation, up to and including termination.
DISTRIBUTION OF THE CODE
Innotrac will distribute this Code to new employees, officers and Board
members, and will distribute or publish updates as appropriate. The current
version of this Code also is available on the Company's intranet site. You may
request a free copy of this Code by sending your written request to the
Company's corporate secretary at 6655 Sugarloaf Parkway, Duluth, Georgia 30097.
Our business partners, including consultants and subcontractors, play
vital roles in the work that we do. It is very important that these business
partners share our high ethical standards and commitment to integrity. We will
inform our business partners of their responsibilities to act on behalf of
Innotrac consistently with this Code and other applicable Innotrac policies and
procedures.
Innotrac Code of Ethics and Business Conduct March 1,2004
CONDUCT STANDARDS
I. COMPLY WITH THE LAW
Innotrac is committed to conducting our businesses in accordance with
the letter and the spirit of the laws of the United States and the states in
which we do business. All employees, officers and Board members of the Company
are responsible for fulfilling this commitment by being knowledgeable about
applicable laws, rules and regulations and by steadfastly complying with their
legal obligations in the performance of their Company responsibilities. For
questions or clarification, you should consult the Company's General Counsel.
II. ENSURE A POSITIVE WORK ENVIRONMENT
EQUAL OPPORTUNITY FOR ALL EMPLOYEES
One of Innotrac's most valuable assets is its employees. Our mission is
to provide our employees with a rewarding work environment that allows for
individual growth and development within the Company. We support honesty,
dignity, respect, integrity, and accountability in the workplace.
We value our employees' uniqueness and diversity, which bring different
perspectives to our work and enhances our ability to serve our clients and their
customers. Each of us must demonstrate sensitivity to and respect for all other
employees. We are an equal employment opportunity employer and provide
employment opportunities regardless of race, color, sex, religion, national
origin, age, disability, veteran status, or other legally protected status. We
will not retaliate against any employee who in good faith makes a complaint
about Innotrac's employment practices.
FREEDOM FROM HARASSMENT
Innotrac is committed to providing a positive, productive work
environment for all employees. We treat all employees fairly, with dignity and
respect. Innotrac will not tolerate any harassment of employees by anyone,
including any supervisor, co-worker, vendor, client, or customer of Innotrac.
Harassment occurs when words or actions create an intimidating, hostile or
offensive work environment and can take many forms. It can be verbal, written,
physical or graphic. Even behavior that is not intended to be harassing may be
perceived that way. Our policy against harassment includes harassment for any
discriminatory reason, such as sex, race, national origin, disability, age or
religion. All of us are responsible for helping to enforce this policy and
ensuring that the work environment remains pleasant and professional for
everyone at Innotrac.
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Innotrac Code of Ethics and Business Conduct March 1,2004
SAFETY AND HEALTH
Innotrac is committed to providing a drug-free, safe and healthy work
environment. Each of us is responsible for following Innotrac's safety and
health policies and procedures. We must ensure that this work environment is
free from the effects of illegal drugs and alcohol which could prevent us from
conducting work activities safely and effectively. No employee may engage in
the illegal use, sale, distribution or manufacture of drugs or abuse
prescription drugs while on the job or on Company premises.
III. ENGAGE IN FAIR COMPETITION
ANTITRUST AND COMPETITION
We compete vigorously, independently and fairly in compliance with all
applicable antitrust and competition laws. Innotrac will not enter into any
anticompetitive agreements with our competitors, which include agreements or
understandings with competitors concerning pricing, sales terms, market share or
territory allocation or boycotts. Innotrac also does not condone activities that
seek to gain an unfair competitive advantage. Nor does Innotrac compete by
disparaging or criticizing a competitor to a client or potential client. We earn
our clients' trust and loyalty based on the quality, features and pricing of our
services.
The antitrust and unfair competition laws impose severe penalties for
unlawful behavior and are aggressively enforced. They also may impose sanctions
on individuals. Any questions about whether an action may violate an antitrust
or competition law should be referred to the General Counsel.
COMPETITIVE INTELLIGENCE
We rely on competitive intelligence to understand the marketplace and
to develop and manage our services accordingly. Innotrac must gather this
competitive information ethically and lawfully, however. Innotrac will not use
any unlawful means to acquire competitive information, such as theft, blackmail,
wiretapping, electronic eavesdropping, bribery, threats, extortion, or other
improper methods. Nor do we use our competitor's employees or suppliers as
improper sources of confidential competitive information.
Some Innotrac employees may have signed agreements with previous
employers that contain restrictions on their post-termination activities.
Innotrac expects these employees to comply with all lawful restrictions. In
addition, no individual acting on Innotrac's behalf should use or disclose,
directly or indirectly, any confidential information or trade secrets of a third
party that the individual obtained while employed by or associated with that
third party.
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Innotrac Code of Ethics and Business Conduct March 1,2004
IV. PROTECT THE COMPANY'S ASSETS
COMPANY RECORDS
We must maintain accurate and complete Company records. All
transactions must be recorded so as to permit preparation of financial
statements in conformity with generally accepted accounting principles. We will
not make any false or misleading entries in the Company's books and records for
any reason, nor will we establish any undisclosed or unrecorded fund or asset
for any purpose. No employee may engage in any arrangement that results in such
a prohibited act.
No payment on behalf of the Company may be approved without adequate
supporting documentation or made with the intention or understanding that any
part of such payment is to be used for any purpose other than as described by
the documents supporting the payment.
FINANCIAL REPORTING
We are committed to full, fair, accurate, timely, and understandable
disclosures of Innotrac's financial results and condition in all reports and
documents filed by the Company with the Securities and Exchange Commission and
in other public communications made by the Company. Although this commitment
applies to everyone, Innotrac's financial officers and personnel have a special
responsibility to ensure that the Company's finance and accounting practices
support this objective.
CONFIDENTIAL INFORMATION
Our confidential information is vital to the Company's ongoing success.
Confidential information is any information that is non-public and that is
identified or treated by Innotrac as confidential, proprietary or secret, or
which under the circumstances would reasonably be understood to be confidential.
Confidential information also includes information belonging to our clients and
their customers, our suppliers, and the business partners with whom we do
business. The following examples illustrate some of the types of confidential
information that employees may encounter each day, but is not exhaustive:
- Business plans, strategies, and budgets
- Operational and sales information
- Pricing and pricing strategies
- Internal policies and manuals
- Financial data and reports that are not public
- Technical information, including research, development,
procedures,
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Innotrac Code of Ethics and Business Conduct March 1,2004
algorithms, data, designs, and know-how
- Possible acquisitions, divestitures and mergers
- Information about actual or potential clients and vendors
- Personal information about our clients' customers
- Information about existing or future services
No employee, officer or Board member may use or disclose any
confidential information regarding the Company or our clients, operations,
finances or business dealings, except in connection with the individual's work
for the Company or as required by legal process. We also must ensure that we
enter into appropriate non-disclosure agreements to protect the confidentiality
of information that is disclosed or received. These confidentiality obligations
will continue throughout an individual's employment or a business partner's
association with Innotrac and even afterwards.
All confidential information should be marked appropriately and stored
in a secure location. Care should be taken not to leave documents containing
confidential information visible on desks, not to throw such documents away in a
trash without shredding the documents, and not to discuss confidential
information in public places.
We especially must be cautious when responding to requests for
information from the media, financial analysts, attorneys or similar outside
entities. All requests for information from the media or financial community
should be referred to the Company's Chief Financial Officer and all requests for
information about lawsuits, subpoenas or legal claims should be referred to the
Company's General Counsel. All employment-related inquiries should be directed
to the Company's Human Resources Department.
ELECTRONIC COMMUNICATIONS SYSTEMS
Innotrac uses various electronic communications systems, such as
e-mail, telephony, pagers, facsimiles, and Internet access, to make our
businesses operate more effectively and efficiently and to provide better
service to our clients. These electronic resources belong to the Company and
must be used for the purpose of conducting the Company's business. All computer
users are obligated to use these resources responsibly, professionally,
ethically, and lawfully. The systems should not be used in any way that may be
disruptive to Company operations or that violate Company policy or law. To
protect the security of these resources, all user ids and passwords should be
safeguarded carefully.
While occasional personal use of the Company's system is permitted as
long as such use does not interfere with the employee's job responsibilities,
individuals should be aware that all electronic information (such as e-mail
messages stored on the Company's systems) are the property of the Company, and
the Company, at its discretion, reserves the right to access and disclose any
electronic information for any
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Innotrac Code of Ethics and Business Conduct March 1,2004
purposes, including computer files, messages sent over its e-mail system, or
information accessed through its Internet connection. In addition, data,
programs, documents, correspondence, and other files stored on or transmitted by
these electronic systems are the property of the Company and must be safeguarded
with the same diligence as traditional paper documents.
COMPUTER SOFTWARE
Innotrac's integrated network of computer systems utilizes many
different software applications that work together to assist us in our jobs
every day. We must protect these assets carefully from damage, destruction and
improper use. Innotrac prohibits any unauthorized acquisition, copy, or use of
computer software of the Company or any third party. All software used by or on
behalf of the Company or on Company-owned computers must be purchased through
the appropriate channels in the Company using approved procedures. Software may
not be brought in from any unauthorized source, including downloading from the
Internet. Software must be used only in accordance with the terms of its license
agreement. No employee may make or distribute unauthorized copies of software or
documentation for use within or on behalf of the Company or for personal use or
for the use of others, including clients, customers and family members.
COMPANY FACILITIES, PROPERTY AND SERVICES
Company facilities, property and services (or those of third parties
doing business with the Company) may not be used for personal use. Similarly,
personal expenses may not be charged to the Company (including on Company credit
cards) or otherwise paid by the Company, except as permitted under approved
fringe benefit policies. All property of the Company, including materials
produced by employees and proprietary information, must be returned to the
Company immediately upon termination of employment.
INSIDE INFORMATION AND SECURITIES TRADING
Under federal and state securities laws, it is unlawful to buy or sell
the stock of a public company like Innotrac while aware of "insider"
information. To ensure that we comply with these securities laws, all Innotrac
employees, officers and Board members must observe the following important
standards:
- Material non-public information must not be disclosed to (a)
anyone within the Company except those people who need to know
the information in the performance of their job
responsibilities, or (b) anyone outside the Company except
those people who are being requested to provide products or
services to the Company which directly involve that
information and agree to or are otherwise obligated to keep
that information confidential.
- No employee, officer or Board member of the Company may
directly or
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Innotrac Code of Ethics and Business Conduct March 1,2004
indirectly buy or sell securities of the Company while aware
of material, non-public information about the Company, except
as provided in stock sale or purchase plans permitted under
applicable laws and approved by Innotrac's General Counsel. In
addition, employees, officers and Board members of the Company
may not directly or indirectly buy or sell securities of any
other publicly traded corporation about which the individual
has material, non-public information as a result of his or her
position with the Company, including knowledge of business
transactions or potential business transactions between the
Company and such other corporation.
- Additional restrictions apply to members of the Board and
executive officers of the Company, who generally may only
trade on the open market during the two-week window beginning
48 hours after the Company first publicly releases its
earnings for the most recently completed fiscal period.
V. AVOID CONFLICTS OF INTEREST
Innotrac requires honest and ethical conduct from its employees,
officers and Board members. Individuals are expected to act at all times in
Innotrac's best interests and to exercise sound judgment unclouded by personal
interests or divided loyalties. Actual or apparent conflicts of interest between
personal and professional relationships must be handled ethically. In
furtherance of these requirements, employees, officers and Board members must
observe the following standards:
RELATIONSHIPS WITH CLIENTS, SUPPLIERS AND COMPETITORS
Employees, officers and Board members must disclose any ownership,
control or beneficial interest they may have in any firm seeking to do business
with the Company or any relationship with any person who might benefit from such
a transaction. Business transactions where a material interest or relationship
is or reasonably could be expected to be present may only be pursued if a
written waiver is first granted in accordance with this Code. Employees,
officers and Board members may not hold investments in firms competing directly
with the Company. Ownership or beneficial interest of less than 1% of the
outstanding stock of publicly held companies is excluded from these policies.
Employees, officers and Board members may not borrow from or lend
personal funds to clients, suppliers, competing companies, or their affiliates
except for arms-length transactions that occur in the normal course of business.
Employment (whether or not for remuneration), compensation, or other
financial benefits from an actual or potential client, supplier, or competing
company while employed by the Company is strictly prohibited.
RELATED PARTY TRANSACTIONS
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Innotrac Code of Ethics and Business Conduct March 1,2004
Any transaction between Innotrac and any officer, Board member, or
principal shareholder or affiliate should be at "arms-length", which means that
the terms must be no less favorable than those that Innotrac could obtain from
an unaffiliated third party or the transaction should otherwise be in the best
interests of the Company. To enable Innotrac to make this determination, all
proposed related party transactions must first be approved by the Company's
Audit Committee. The Company will disclose all approved related party
transactions as required by the Securities and Exchange Commission and
applicable law. [annually?]
OTHER OUTSIDE EMPLOYMENT AND BOARD MEMBERSHIPS
Innotrac does not permit officers or employees to hold other outside
employment (whether or not for remuneration) or investments affecting efficiency
or working hours unless a written waiver is first granted in accordance with
this Code. An employee, officer or Board member may serve on the Board of
Directors of another company or non-profit organization that is not an actual or
potential client, supplier or competitor of Innotrac so long as the directorship
does not affect the individual's efficiency or working hours and does not
otherwise create an actual or potential conflict of interest. If in doubt, the
individual should seek guidance from the Chief Financial Officer or General
Counsel before accepting an outside directorship.
ACCEPTANCE OF GIFTS FROM THIRD PARTIES
Innotrac employees, officers and Board members must not accept anything
that might make it appear that our judgment for Innotrac would be compromised,
such as kickbacks, lavish gifts or entertainment, money in any amount, or
gratuities. You may accept items of nominal value, such as advertising or
promotional items bearing another company's logo. You also may accept occasional
meals, refreshments and entertainment that is reasonable in the context of the
business. Solicitation of gifts is strictly prohibited. You must report any
offers from a third party that violate this policy to the Audit Committee for
matters relating to Board members and executive officers of the Company or to
the Company's chief executive officer for matters relating to all other
employees.
GIFTS TO THIRD PARTIES
Some business situations call for gift giving and entertainment. These
business courtesies must be reasonable in the business context and legal. All
reimbursable items must be identified on expense reports and other documents and
are subject to supervisory review, including a determination that expenditures
conform to this policy. You may not offer any gift or entertainment that is
lavish or that is prohibited by law or the policy of the recipient. It is each
employee's obligation to ask about the recipient's policy before offering any
business courtesy. If in doubt, check first.
Some government agencies prohibit any entertaining of, or gifts to,
their employees (including civilian employees), and in such cases no
entertainment or gifts are permitted. To be safe, check with the General Counsel
before offering any business
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Innotrac Code of Ethics and Business Conduct March 1,2004
courtesy to a governmental official or employee. In addition, the Company
complies fully with the Foreign Corrupt Practices Act, which generally prohibits
any payment to foreign officials, including political parties or candidates, for
the purpose of obtaining or retaining business for the Company or otherwise
securing any improper advantage.
VI. SUPPORT OUR COMMUNITIES
COMMUNITY SERVICE
We strive to build a sense of community within all of our locations
throughout the United States. Each associate is valued and respected for their
commitment to family, community and charity.
SOUND ENVIRONMENTAL PRACTICES
Innotrac respects the environment by conducting its operations in
accordance with all applicable environmental laws and regulations in the places
where we operate. Innotrac strives to protect the environment by minimizing any
adverse environmental impact of our operations and utilizing recycling programs
whenever feasible.
POLITICAL CONTRIBUTIONS
Innotrac encourages individuals to become involved in political
affairs. Our officers, employees and Board members are free to make individual,
personal contributions to causes and candidates of their choice, as long as they
make it clear that their views and actions are not those of Innotrac. Company
funds may not be used for political contributions, directly or indirectly, in
support of any party or candidate except as permitted under applicable law.
WAIVERS
The Company in its discretion may grant a written waiver for certain
activities, relationships or situations that otherwise would violate or could
reasonably be expected to violate this Code. To obtain a waiver, the employee,
officer or Board member must disclose all relevant facts and information
concerning the matter either to (1) the Company's Audit Committee for matters
involving a Board member, corporate officer or senior financial officer, or (2)
the chief executive officer of the Company for matters relating to all other
employees. Waivers that are not expressly approved in writing shall be deemed to
be denied.
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Innotrac Code of Ethics and Business Conduct March 1,2004
GETTING HELP AND REPORTING VIOLATIONS
QUESTIONS
If you have doubt or uncertainty about whether a situation may violate
this Code, you should contact the Company's General Counsel using the contact
information listed below. The Company will then determine whether a violation of
the Code exists.
REPORTING VIOLATIONS
Each of us has a responsibility to report any violation of the Code
promptly. You should report violations or suspected violations in writing or
verbally to either of the following individuals:
Chief Financial Officer General Counsel
6655 Sugarloaf Parkway 6655 Sugarloaf Parkway
Duluth, Georgia 30097 Duluth, Georgia 30097
(678) 584-4020 (678) 584-4234
Any reports involving accounting, internal controls or auditing matters will be
referred to the Company's Audit Committee. If you are not comfortable
identifying yourself, you may send reports anonymously and/or request
confidentiality. Employees will not be disciplined or retaliated against in any
way for reporting violations in good faith.
CONSEQUENCES FOR VIOLATIONS
Innotrac will take prompt and appropriate remedial action in response
to violations of the Code. Any employee, officer or Board member who engages in
conduct prohibited by the Code as determined by the Company will be subject to
discipline appropriate to the violation, up to and including termination or
removal. Additionally, the Company may be required to report certain violations
to appropriate government or legal authorities.
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Innotrac Code of Ethics and Business Conduct March 1,2004
CERTIFICATION
I have read and affirm my commitment to the principles and standards
described in the Innotrac Corporation Code of Ethics and Business Conduct. I
confirm that I am not in violation of any of the provisions of the Code and I
have no knowledge of any unreported violations of any of such provisions by
anyone else, whether for their own benefit or for the supposed benefit of the
Company, except as I have noted below.
Failure to read and/or sign this Certification in no way relieves employees,
officers and Board members of the responsibility to comply with the standards
set forth in the Innotrac Corporation Code of Ethics and Business Conduct or
applicable laws, policies and procedures.
___________________ ___________________
Name Date
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