EXHIBIT 14
LANCASTER COLONY CORPORATION
CODE OF BUSINESS ETHICS
ADOPTED FEBRUARY 25, 2004
A. GENERAL PHILOSOPHY
The honesty, integrity and sound judgment of our employees, officers and
directors are essential to the Company's reputation and success. The term "the
Company" includes Lancaster Colony Corporation and its subsidiaries.
This Code of Ethics governs the actions and working relationships of the
Company's employees, officers and directors with current and potential customers
and suppliers, fellow employees, competitors, government and self-regulatory
agencies, the media, and anyone else with whom the Company has contact.
This Code of Ethics:
- requires honest and ethical conduct in all aspects of each
employee's, officer's and director's actions on behalf of the
Company, including proper and ethical procedures for dealing with
actual or apparent conflicts of interest between personal and
professional relationships;
- requires full, fair, accurate, and timely disclosure in reports and
other documents filed by the Company with or submitted to the
Securities and Exchange Commission as well as in other public
communications made as a registrant;
- requires compliance with applicable laws, rules and regulations;
- addresses potential or apparent conflicts of interest and provides
guidance for employees, officers and directors in communicating
those conflicts to the Company;
- addresses misuse or misapplication of the Company's property and
business opportunities;
- requires maintaining the confidentiality of nonpublic information
within the Company and outside the Company; and
- requires prompt internal reporting of violations of this Code of
Ethics and proper reporting of any illegal behavior.
B. CONFLICTS OF INTEREST
A "conflict of interest" occurs when your private interest in any way
interferes or appears to interfere with the interests of the Company. You are
expected to avoid all situations that might lead to a real or apparent material
conflict between your or your immediate family's self-interest and your duties
and responsibilities as an employee, officer or director of the Company.
Disclosure should be made to Corporate Counsel regarding any material
transaction or relationships that reasonably could be expected to give rise to a
real or apparent conflict.
C. FINANCIAL REPORTING
You are required to report timely to the Company's senior management all
information in your possession that may be necessary to ensure that the
Company's financial reports and disclosures, as filed with or submitted to the
Securities and Exchange Commission or in other public communications, are full,
fair, and accurate.
D. CONFIDENTIALITY
Nonpublic information regarding the Company or its business, employees,
customers and suppliers is confidential. As an employee, officer or director,
you are entrusted with, or may become aware of, confidential information. You
are only to use such confidential information for the intended business purpose
of the Company. You are not to share confidential information with anyone
outside of the Company, including family and friends, or with other employees of
the Company who do not need the information to carry out their duties. Your
obligation to keep all information confidential continues even if your
employment with the Company ends.
E. INSIDER TRADING
It is both unethical and illegal to buy, sell, trade or otherwise
participate in transactions involving the Company's securities while in
possession of material information concerning the Company that has not been
released to the general public but which when released may have an impact on the
market price of the Company's securities. It is also unethical and illegal to
buy, sell, trade or otherwise participate in transactions involving the
securities of any other company while in possession of similar non-public
material information concerning such company. Any questions concerning the
propriety of effecting a transaction in the Company's (or other company's)
securities should be directed to the Company's Corporate Counsel.
F. REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR
The Company requires its employees, officers and directors to report to
supervisors, managers or other appropriate personnel regarding any known or
suspected criminal or other unethical activity involving the Company or its
employees. If, during the course of your employment, you become aware of any
suspicious activity or behavior, including concerns regarding questionable
accounting or auditing matters, you must report your concerns to Corporate
Counsel. Reporting the activity will not subject the employee to discipline
absent a knowingly false report. All reports will be treated confidentially and
will receive a full inquiry. The Company has a toll free "Help Line" that is
available to anyone wishing to bring any such matter to the attention of
management or the Audit Committee of the Board of Directors. The telephone
number of the Help Line is 888/875-1167. You are NOT required to leave your
name. Anonymous reports also receive a full inquiry.
G. ADMINISTRATION, ENFORCEMENT AND WAIVER OF CODE OF ETHICS
This Code of Ethics shall be administered and monitored by the Company's
senior management. Any questions or requests for further information regarding
this Code of Ethics should be directed to the Company's Corporate Counsel.
Employees, officers and directors of the Company are expected to follow
this Code of Ethics at all times. In rare circumstances, situations may arise in
which a waiver may be appropriate. Waivers will be determined on a case-by-case
basis by the Company's senior management except that waivers for directors and
the parent company's executive officers and its senior financial personnel may
only be authorized by the Board of Directors. Any waiver for directors, the
parent company's executive officers and its senior financial personnel, and the
grounds therefore, shall be disclosed to shareholders in accordance with
applicable laws and regulations.
Failure to comply with this Code of Ethics may result in disciplinary action up
to and including termination. Any supervisor, manager, officer or director who
directs, approves or condones infractions, or has knowledge of them and does not
promptly report and correct them, will be subject to disciplinary action up to
and including termination.