EXHIBIT 14
If you have questions, please call the Senior Vice
President - General Counsel at 404-812-3176
LODGIAN'S POLICY ON BUSINESS ETHICS
1. GENERAL INTEGRITY -- To maintain and enhance Lodgian's reputation for
integrity in its business, it is vital for each of us to adhere to the
highest moral, ethical and legal standards. Honesty and integrity are
the backbone of our relationship with our associates, shareholders,
suppliers, guests and governmental authorities. This policy is a formal
statement of the ethical conduct and common sense standards that sets
the tone for all of Lodgian's business activities. The standards
presented are intended as guidelines and obviously cannot cover every
situation in our business environment. Lodgian is committed to these
principles of ethical business conduct and any questionable practices
should be evaluated in this light.
2. COMPLIANCE WITH LAWS AND REGULATIONS (of the United States, Canada and
other foreign countries) -- Compliance with the law is essential. While
acting on behalf of Lodgian, each associate must comply with the
applicable rules and regulations of federal, state and local
governments and of appropriate public and private regulatory agencies
or organizations. Associates should not take any action on behalf of
the Company that they know, or should reasonably be expected to know,
violates any governmental laws, rules, or regulations.
While Lodgian does not expect all associates to be experts in law and
governmental regulations, we do expect associates to take reasonable
precautions. When there is question or doubt regarding a particular
action, associates should obtain clarification from their manager. In
all cases, Lodgian expects a good faith effort to follow the spirit and
intent of this policy and the law.
3. ACCOUNTING PRACTICES -- Lodgian will follow generally accepted
accounting rules and controls. The books of account, budgets and
similar records must accurately reflect these rules and controls. All
assets of the company should be accounted for carefully and properly.
No payment of company funds shall be approved if it is known that it
will be made contrary to this policy. The company's independent
auditors will be given access to all information necessary for them to
properly conduct their audits.
Associates are responsible for maintaining accurate records regarding
the financial and administrative transactions of the Company. To ensure
that accurate financial and administrative information is maintained,
associates should not permit or take any action that would result in
the inaccurate recording of entries in Company books, records and
ledgers. No asset, fund, expenditure, or account should be established
unless it is accurately reflected in the records of the Company.
Financial activities are to be recorded in compliance with all
applicable laws and accounting practices and shall be maintained for
the time period required by the Internal Revenue Code and other
applicable laws. All prepared financial statements and reports
submitted to the Securities and Exchange Commission and to the public
must be full, fair, accurate, timely and understandable.
4. ANTITRUST AND TRADE REGULATIONS -- Lodgian is committed to the letter
and spirit of applicable antitrust and trade laws and regulations.
Business activities must be conducted in a fair and equitable manner.
Under no circumstance should an associate or an individual associated
with Lodgian be party to any agreement, collusion or concerted activity
of any type involving any competitor, customer, or any other party,
that restrains trade or is in violation of the antitrust laws and
regulations designed to foster competition. Prohibited activities
include
LODGIAN'S POLICY ON BUSINESS ETHICS
price fixing; predatory pricing; allocation of customers; allocation of
territories; exclusivity agreements; group boycotts; monopolization;
unlawful termination of suppliers or distributors; price
discrimination; or any attempts to engage in such conduct.
Any discussion, action, or transaction that may involve prohibited
conduct should be avoided and any knowledge of such conduct should be
reported immediately to the Senior Vice President -- General Counsel.
Any questions about what is permissible conduct should be raised with
the Senior Vice President -- General Counsel before any action is
taken.
5. INSIDER TRADING -- The Securities and Exchange Act prohibits Lodgian's
insiders in possession of "inside information" from engaging in
securities transactions. To ensure Lodgian is in compliance with all
regulations regarding stock transactions, the Company has established a
separate Insider Trading Policy which should be carefully reviewed by
associates prior to the buying or selling company stock.
6. COMPLIANCE WITH INTERNAL POLICIES AND PROCEDURES -- The Company's
policies and procedures define how we conduct business and how various
business tasks are to be performed. To ensure our operations are
conducted in a consistent and high quality manner, associates must
comply with these policies and procedures in performing their job
responsibilities. Internal policies and procedures should not conflict
with the basic provisions of Lodgian's Policy on Business Ethics.
7. ANTI-FRAUD POLICIES -- Associates are prohibited from engaging in any
scheme to defraud any person or organization of money, property, or the
honest services of another. The making of any false or fraudulent
statements to a government official or concealing a material fact from
a government official is also prohibited.
8. CONTRACTS AND AGREEMENTS -- All contracts and agreements entered into
by Lodgian must be in compliance with all applicable laws and
regulations. Contracts with outside parties should be in writing and
should include a complete description of all obligations of the various
parties as well as details on fees. Lodgian's attorneys should review
contracts in the negotiation stage, and should endorse all contracts
prior to final approval and execution. Contracts may not be signed by
anyone other than the Senior Vice President -- General Counsel or
his/her authorized representatives.
9. USE OF FUNDS AND ASSETS -- Lodgian's funds and assets should not be
used for any unlawful or unauthorized purpose. The payment or receipt
of bribes, kickbacks, secret commissions, unauthorized gratuities or
other unethical payments is prohibited. The use of funds for
non-company purposes is prohibited.
Assets (both tangible and intangible, including but not limited to
Lodgian's buildings, property, vehicles, equipment, software, and the
Lodgian name) should only be used for business activities. Any
exceptions to this policy on the use of assets should be documented in
writing and approved by the Senior Vice President -- General Counsel
prior to the event.
10. PURCHASING -- In general, all Lodgian purchases should be made strictly
on the basis of quality, suitability, service, price and efficiency.
Suppliers should be treated fairly and equitably. It is the policy of
Lodgian to award orders and contracts on the basis of merit and without
favoritism. Purchases and contracts with companies owned or controlled
by associates are allowed as long as the transaction fully complies
with the conflict of
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LODGIAN'S POLICY ON BUSINESS ETHICS
interest provisions of this policy, receive the prior approval of
senior management and are entered into upon the same terms and
conditions available to any other supplier. These purchases must also
meet all of the specified standards of quality, suitability, service,
price, and efficiency.
11. ASSOCIATE EXPENSES -- All associates must comply with the applicable
Internal Revenue Code (IRC) standards and requirements when reporting
their authorized travel, entertainment, business and relocation
expenses. The travel, relocation and other applicable policies are
designed to ensure compliance with the IRC standards. Associates are
required to conform to policies when incurring and reporting business
expenses. Any questions or issues not specifically covered by the
policies should be referred to the Chief Financial Officer or his/her
designee prior to the expense(s) being incurred.
12. GIFTS TO ASSOCIATES -- Gifts to associates from Lodgian are prohibited,
except as part of a Human Resources-approved associate incentive
program. The term "gift" may include such items as incentives, money,
clothing, consumables, entertainment, and merchandise. Senior
management reserves the exclusive right to grant exceptions to this
policy if it can be shown that a deviation is both warranted and in the
best interests of Lodgian. Personal gifts from managers to their
associates are allowed for special occasions as long as they convey no
message other than appreciation for work effort and are not paid for
using Lodgian's funds.
13. GIFTS TO OUTSIDE PARTIES
A. Personal Gift-Giving: Associates are generally not restricted
from giving personal gifts to outside parties. A "personal
gift" is a gift item that does not belong to Lodgian nor was
purchased using company funds. Personal gift-giving is
discouraged in those situations where Lodgian has actual or
potential business dealings with an individual or
organization.
B. Company Gift-Giving: Gifts given by Lodgian to an individual
using corporate funds or assets must comply with Internal
Revenue Policy on gift-giving and must be approved in writing
by senior management prior to the conveyance. Any gift that
exceeds $500 in value must have the advance written approval
of the Chief Executive Officer or the Senior Vice President --
General Counsel. Associates should not use their personal
funds to circumvent these standards. The Internal Revenue Code
policies on gift giving may be obtained from the Senior Vice
President -- General Counsel.
C. Political Gift-Giving: The giving of gifts by Lodgian either
directly or indirectly, including the offering or promising of
value to a public official (either domestic or foreign) with
intent to influence the public official, or as a result of an
official act performed, or to be performed, by the public
official is prohibited.
14. COMMUNICATIONS WITH MANAGEMENT -- Lodgian is committed to keeping the
lines of communication between associates and management open.
Significant or sensitive issues (operational, financial, personnel or
other) facing Lodgian or its associates should be promptly communicated
to management.
15. CONTACT AND COMMUNICATION WITH THE MEDIA -- Lodgian will respond in a
timely, accurate, and appropriate manner to all legitimate requests for
information from the
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LODGIAN'S POLICY ON BUSINESS ETHICS
media or any other external organization, association, or individual.
All such requests should be referred to the Chief Operating Officer or
Chief Executive Officer. Any public announcements to the media or other
external groups will be made only by designated personnel. Associates
should be familiar with the Company's crisis policy in the event of an
emergency.
16. ADVERTISING AND PROMOTIONS -- Lodgian will not engage in any unfair
competition or deceptive advertising practices. All claims of fact made
in advertising should be substantiated by supporting data before they
are made.
17. POLITICAL ACTIVITIES
A. Domestic: While Lodgian has a significant interest in many
governmental issues on a local, state and national level,
there are laws that dictate the degree of involvement of the
Company and its associates in political activities. Any
proposed payments or transactions on behalf of or in the name
of Lodgian to any government officials or candidates for
public office or for public referendums must be reviewed and
approved in writing by the Chief Executive Officer.
B. International: Lodgian may make political contributions to
candidates and committees in certain foreign countries. Prior
to such contributions being made, however, approval of the
Senior Vice President -- General Counsel is required.
18. DISCLOSURE OF CONFIDENTIAL INFORMATION -- As a publicly-owned company,
Lodgian is subject to strict securities laws regarding the
dissemination of information about the company to the public. In
addition, the company's ability to compete depends upon confidential
information. In addition, release of confidential information without
authorization could violate a person's right to privacy, cause Lodgian
to suffer financial loss, or create a potentially embarrassing
situation. In conversations (business and personal) associates should
limit disclosures to information which has been publicly released by
the company and should not disclose to unauthorized persons or entities
any confidential business information regarding operations, finances,
guests, or associates. Moreover, Lodgian associates may not make use of
such information to further personal interests. Unauthorized persons
and entities could include other associates and non-associates, as well
as other companies and organizations not specifically authorized to
receive such information. Only authorized Company personnel (as
designated by senior management) should release information to the
public. If there is any question as to whether information should be
released, consult the Senior Vice President -- General Counsel.
19. RELATIONS WITH OUTSIDE PARTIES -- Associates may personally accept
business-related gifts, provided that they are customarily associated
with ethical business practice and do not place the associate or
Lodgian under any obligation to the donor. As used in this section,
business-related gifts are anything of value and include, but are not
limited to, normal services, cash, merchandise, travel, and
entertainment. Business-related gifts valued in excess of $500 are
discouraged, but if received, they must be reported in writing to the
Senior Vice President -- General Counsel within ten days of receipt.
If, in the sole discretion of the Senior Vice President -- General
Counsel, a business gift creates or appears to create a conflict of
interest, or to any degree impairs the objective business judgment of
an associate, then the Senior Vice President -- General Counsel
reserves the sole and exclusive right in the case of a tangible gift to
claim the gift and the gift shall become the property of Lodgian.
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LODGIAN'S POLICY ON BUSINESS ETHICS
20. ASSOCIATE RELATIONS -- We are committed to a policy of equal
opportunity and will not tolerate discrimination on the basis of race,
color, national origin, age, veteran status, disability, gender,
religion, or any other characteristic protected by law. We will comply
with all applicable federal, state, and local laws and regulations
regarding employment practices. We will provide a safe and healthy work
place for our associates and they will be compensated in a fair and
equitable manner.
Lodgian will provide a safe and healthy work place for its associates
and will compensate its associates fairly and equitably.
We encourage our associates to work diligently and to deal with our
guests and suppliers with integrity.
Each associate should treat other associates in a humane manner without
regard to race, color, national origin, age, veteran status,
disability, gender, religion, or any other forms of discrimination.
Lodgian will provide a work environment that is free of discrimination
and harassment. Any associate who violates Lodgian's policies will be
subject to discipline, up to and including termination.
21. GUEST RELATIONS -- Lodgian will succeed only if we serve our guests
well. Our guests deserve to be treated courteously without
discrimination or bias. Our guests have the right to adequate
information about the prices of the rooms and services we offer to
enable them to assess the value they are receiving. They deserve
accurate and unambiguous advertising.
22. SHAREHOLDER RELATIONS -- Lodgian is owned by shareholders who have
invested in the Company's stock. We are accountable to them. We are
obligated to keep them informed concerning matters affecting the
company. They deserve good corporate governance. A key aspect of our
corporate governance structure is having our board of directors
comprised primarily of independent directors who as a result of their
experience, knowledge and skill can adequately represent the interests
of shareholders and guide management.
23. CONFLICTS OF INTEREST -- The term "conflict of interest" refers to any
circumstance which would cast doubt on an associate's ability to act
objectively when representing the Company's interest. Associates should
not use their position or association with Lodgian for their own or
their family's personal gain and should avoid situations in which their
personal interests (or those of their family) conflict or overlap, or
appear to conflict or overlap, with Lodgian's best interests.
Significant ownership in a firm with which Lodgian does business could
give rise to a conflict of interest. Where possible, the prior approval
of Senior Management should be obtained. Moreover, an associate or
relative may not receive any kickback, bribe, substantial gift, or
special consideration as a result of any transaction or business
dealings involving Lodgian.
Business dealings with outside firms should not result in unusual gains
for those firms. Unusual gain refers to bribes, special fringe
benefits, unusual price breaks, and other windfalls designed to
ultimately benefit either the Company, the associate, or both.
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LODGIAN'S POLICY ON BUSINESS ETHICS
Some examples of situations which could give rise to a conflict of
interest are given below. These examples do not limit the general scope
of this policy.
- - Concurrent employment by Lodgian and any other business if such
employment encroaches materially on time or attention which should be
devoted to the Company's affairs.
- - Concurrent employment by Lodgian and any other business that is a
present or potential competitor, customer, supplier of goods or
services, or contractor of Lodgian or receipt of compensation from any
such business.
- - Holding of a financial interest in any present or potential competitor,
customer, supplier, or contractor unless the business or enterprise in
which the associate holds a financial interest is publicly owned and
the financial interest constitutes less than 10 percent of the equity
securities of that business or enterprise.
- - Acceptance of a membership on the Board of Directors or serving as a
consultant or advisor to any board of any management of a business
which is a present or potential competitor, customer, supplier, or
contractor unless approved in writing by the Chief Executive Officer.
- - Engaging in any transaction involving Lodgian from which the associate
can benefit, financially or otherwise, apart from regular compensation
received in the usual course of business. This prohibition is intended
to include lending or borrowing of money, guaranteeing debts, or
accepting gifts, entertainment, or favors from a present or potential
competitor, customer, supplier, or contractor.
- - Use or disclosure to a third party of any unpublished information
obtained by an associate in connection with their employment for
personal benefit.
- - Commission of any act which is considered illegal under the laws of the
United States when dealing on behalf of Lodgian.
- - Each potential conflict of interest will be considered individually,
and the final decision as to the existence of a conflict will be made
by the Chief Executive Officer.
24. OWNERSHIP OF COMPUTER RESOURCES AND SOFTWARE -- Computer programs and
routines that are developed by associates as part of their job
responsibilities are the property of Lodgian. Lodgian retains all
rights to such software. Sharing of external files or downloading of
trademarked information from the internet is prohibited.
Much of the software utilized at Lodgian is licensed by the vendor for
use according to specific software licensing agreements. It is
Lodgian's intention to comply with all requirements of software
licensing agreements. Unauthorized use, modification, or copying of
licensed software documentation by associates is prohibited. Software
that has been illegally copied or altered is not to be used on any
Lodgian computer equipment.
25. REPORTING VIOLATIONS OF LODGIAN'S POLICY ON BUSINESS ETHICS -- If
associates feel that they or another individual has violated this
policy, the action must be reported immediately to the Senior Vice
President -- General Counsel. The Senior Vice President -- General
Counsel will review the issue and either take action directly or
forward it to the
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LODGIAN'S POLICY ON BUSINESS ETHICS
appropriate party for investigation and ultimate resolution. All
inquiries will be appropriately investigated with due regard for the
concerns of all involved, and will be kept as confidential as possible
given the nature of the situation. The results of significant
investigations will be communicated to the Chief Executive Officer. The
Company's whistle-blower policy is available on its website.
It is Lodgian's intent to protect innocent parties in their reporting
of violations. Associates who, in good faith, report a suspected
violation will not be subjected to retaliation as a result of their
actions. In situations in which the reporting party is personally
involved in the violation, Lodgian will consider whether some measure
of leniency in disciplinary actions is appropriate, based on the
severity of the violation and the level of cooperation provided by the
associate.
26. COMPLIANCE AUDITS -- While all associates are expected to abide by the
provisions of this Policy on Business Ethics, there will be periodic
reviews made by our auditors and others, when appropriate, to ensure
that compliance is achieved in all operations.
27. ACTIONS FOR NON-COMPLIANCE -- All issues of non-compliance with this
policy will be reviewed and evaluated according to the circumstances
and severity of the problem. Senior management will take actions as it
deems appropriate, which can include disciplinary action up to and
including termination, legal action, and other measures.
28. SETTING THE TONE AT THE TOP -- The Executive Officers including, but
not limited to, Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer and Chief Accounting Officer, as leaders within
Lodgian, are charged with the additional responsibility to set the tone
for ethical conduct throughout the Company by complying with the
following:
1. Creating an environment within the Company in which compliance
with this Policy on Business Ethics is treated as a serious
obligation and policy breaches will be not tolerated.
2. Adhering to and promoting the best of corporate governance
practices in exercising oversight of the Company. This
includes recommending updates to this policy to reflect
evolving standards for ethical business operations and the
behaviors of associates.
3. Educating associates about applicable rules and regulations
and monitoring compliance with these requirements.
4. Establishing procedures for associates to report possible
wrongdoing to senior management.
5. Reporting irregularities, deficiencies in the Company's
internal controls, and violations to the Audit Committee and
the Board of Directors.
29. FOLLOW-UP -- The Lodgian policy on business ethics must be disseminated
throughout the company. Managers should encourage associates to discuss
with them any questions regarding compliance with this policy.
Associates are encouraged to be candid with management if they believe
there are violations of this policy, regardless of how insignificant it
may be.
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LODGIAN'S POLICY ON BUSINESS ETHICS
Managers must review this policy with their associates once per year
and investigate any indications of unethical conduct with assistance
from the Senior Vice President -- General Counsel.
Officers, presidents, vice presidents and persons responsible for
purchasing goods must provide a written statement each year
acknowledging their understanding of the code of ethics as it relates
to them and confirming that they have complied with this policy in the
conduct of Lodgian's business or indicating the extent to which they
have not complied with the policy.
All associates are expected to comply with this policy.
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