EXHIBIT 14
CODE OF BUSINESS CONDUCT AND ETHICS
LIQUOR GROUP WHOLESALE, INC.
INTRODUCTION
This Code of Business Conduct and Ethics (the "Code") applies to Liquor Group
Wholesale, Inc. and its subsidiaries (collectively, the "Company") and to the
Company's directors, officers and employees. Compliance with the Code is
required. The Code is not intended to cover every situation that may arise, but
is intended to enunciate general principles to guide the conduct of the
Company's officers, directors and employees. The Code should also be provided to
and followed by the Company's agents and representatives, including consultants.
Everyone acting on behalf of the Company should at all times strive to avoid
even the appearance of improper behavior. To that end, those acting on behalf of
the Company should, before taking any action, ask themselves the following
questions:
o Is this action both legal and ethical?
o Does this action conform with both the letter and the spirit of this Code?
o Is it clear that the Company would not be embarrassed or damaged in another
manner if this action were to become known generally within the Company, or
by the public?
Unless the answer to each of the foregoing questions is "yes", the action should
not be taken.
From time to time the Company may adopt corporate policies which contain
requirements with respect to certain areas of conduct which are more specific
than those contained in this Code. If such policies are adopted, they will be
provided to those individuals who are expected to adhere to them. In such
instances, compliance with the general guidelines contained in this Code, as
well the specific requirements of a particular corporate policy, will be
required.
Those who violate the requirements of this Code will be subject to disciplinary
action, which may include termination, referral for criminal prosecution and
reimbursement to the Company or others for any losses or damages resulting from
the violation. The procedures which the Company has established to oversee
compliance with this Code and to respond to questions concerning the
interpretation of this Code are set forth at Section 11 below.
1. Conflicts of Interest
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 officer, director or employee
takes actions or has interests that may make it difficult to perform his or her
work for the Company objectively and effectively. Conflicts of interest also
arise when an officer, director or employee, or a member of his or her family,
receives improper personal benefits as a result of his or her position in the
Company.
All officers, directors and employees should avoid conflicts of interest between
their obligation to the Company and their personal affairs. Accordingly, they
should not have any economic interest in or position or relationship with any
person, corporation or other entity with which the Company does business or
competes, if that interest, position or relationship might influence their
actions on behalf of the Company. For example, officers and employees of the
Company are not permitted to simultaneously work in any capacity for a
competitor, customer or supplier of the Company without the Companies full
knowledge and consent.
Conflicts of interest are not always clear-cut. If you have a question, you
should obtain guidance from the Company's Compliance Officer according to the
procedures set forth in Section 11 below. Any officer, director or employee who
becomes aware of a conflict of interest or a potential conflict of interest
should call it to the immediate attention of the Company's Compliance Officer by
following the procedures described in Section 11 below.
2. Corporate Opportunities
Officers, directors and employees are prohibited from (a) taking personal
opportunities for themselves that are discovered through use of corporate
property, information or position; (b) using corporate property, information or
position for personal gain; and (c) competing with the Company. Officers,
directors and employees owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.
3. Trade Secrets and Confidential Information
Certain information concerning the Company's products, marketing plans,
strategic objectives, finances and other aspects of the Company's business must
remain confidential. Officers, directors and employees must take care to
maintain the confidentiality of information entrusted to them by the Company,
except when disclosure is authorized by appropriate authorities within the
Company or mandated by applicable laws or regulations. Confidential information
includes all nonpublic information that might be of use to competitors, or
harmful to the Company or its customers if disclosed. All questions about the
confidentiality of information should be raised with a person of proper
authority within the Company.
From time to time, persons outside the Company, including customers and
suppliers, choose to disclose information to officers, directors and employees
which is confidential or proprietary to them. Such information should not be
accepted without a proper authorization and a written agreement, such as a
non-disclosure agreement, approved by appropriate authorities within the Company
stating the Company's obligations with respect to that information and such
information shall be treated in the manner set forth in such agreement.
4. Fair Dealing
Each officer, director and employee is expected to deal fairly with the
Company's customers, suppliers, competitors and employees. Business negotiations
should always be conducted in an ethical manner. For example, stealing
proprietary information, possessing trade secrets that were obtained without the
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owner's permission, or inducing such disclosures by past or present employees of
other companies is prohibited.
The Company seeks to gain competitive advantages through superior performance
rather than through unethical or illegal business practices. We do not conduct
business through the use of bribes, kickbacks, excessive entertainment or any
other improper payments or favors. No officer, director or employee should, as
part of his or her business activity, accept any gift of money or other thing of
value other than advertising, promotional or goodwill gifts having a clearly
nominal (less than $50) value. Other gifts, if received, should either be
returned, if possible, or forwarded to the Company's Human Resources Department
where they will be distributed to charities or raffled to employees. In any
event, an appropriate explanation of our policy should be made to the donor.
Officers, directors and employees are asked to notify vendors and customers of
this policy.
Entertainment of or by employees is not precluded, provided it is clearly
related to the conduct of the Company's business and appropriate in both scope
and cost and approved by the employee's manager. Entertainment shall never be
entered into if it could unduly influence or compromise an employee of the
Company. If the cost of entertainment provided to a Company employee exceeds
$50, the employee should report such instance to his/her manager; if the cost of
such entertainment exceeds $100, the employee's manager should report such
instance to a member of the Management Committee. Entertainment of others shall
be used primarily to provide a favorable, relaxed "business away from business"
atmosphere in which to conduct the Company's business, and business dealings
should always be discussed during such entertainment. Examples of appropriate
entertainment include normal business meals and trips to the Company's or a
supplier's facilities for training purposes. Attendance at a sporting or
theatrical event, or a game of golf, tennis or other sporting activity is
appropriate, provided, in all cases, that the business contact is present.
Officers, directors and employees may not borrow money, directly or indirectly,
from anyone with whom the Company conducts business.
Officers, directors and employees are prohibited from paying or bestowing
anything of value in the form of money, gifts, gratuities or favors to or upon
any person, government official, political organization or business entity with
the intent of causing the recipient to illegally influence any transaction for
the benefit of the Company. Except for Company-supported charitable events,
officers, directors and employees may not solicit the donation of merchandise or
similar items or services from vendors or customers. Although political
contributions may be lawful, both domestically and abroad under certain
circumstances, no political contribution should be made on behalf of the Company
unless specifically approved in writing by the Chief Executive Officer and the
Chairman of the Company. This includes contributions of money or other assets to
any political candidate or in support of any political issue. Time spent by an
employee on political activity during working hours, or the use of Company
assets for political purposes, constitutes a political contribution.
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5. Insider Trading
The officers, directors and employees of the Company are not permitted to use
"inside information" concerning the Company for the purpose of making a profit
for themselves or any other person or entity, nor to pass such information on to
outsiders for such purpose. "Inside information" is information concerning the
Company, its financial affairs, new product introductions, strategic plans and
other activities or information that has not been disclosed to the public.
Misuse of inside information is often associated with purchase or sale of the
Company stock, but can extend to other areas as well, such as real estate values
in an area of proposed expansion and possible effects on the stock of suppliers
or competitors. Officers, directors and employees of the Company are required to
abide by the provisions of the Company's insider trading policy, which has been
separately distributed to them and which is available upon request of the
Company's Compliance Officer.
6. Competition
It is the Company's policy to compete vigorously in the marketplace. This
includes observance of the anti-trust laws of the United States and the foreign
jurisdictions in which we do business. The consequences of anti-trust violations
can be severe, including not only costly litigation, but also criminal sanctions
including fines and jail sentences for individuals. Application of the
anti-trust laws is often difficult and highly dependent on each factual
situation. Nevertheless, certain broad guidelines have been established as an
aide to avoid inadvertent misconduct. In any situation where doubt exists, the
Company's Compliance Officer should be consulted before embarking on a course of
action.
Agreements in Restraint of Trade. Section 1 of the Sherman Act makes illegal
contracts, combinations or conspiracies that restrain trade. These include price
fixing or agreements to divide markets or customers. Violations can be shown by
less than formal or written contracts. Thus any contract with competitors
concerning prices, terms of sale, territories or related matters must be
avoided. Officers, directors and employees should understand that entirely
innocent meetings with competitors on a casual basis and without discussion of
any prohibited subjects, can later be used in a damaging fashion. Under no
circumstances can an officer, director or employee discuss pricing or other
sensitive matters with competitors. If such a subject should come up at a
meeting with competitors, it is essential to leave the meeting immediately. It
is not sufficient to remain and not participate. Should this situation arise,
the officer, director or employee should immediately report the incident to the
Company's Compliance Officer as soon as is reasonable after leaving the meeting.
Robinson-Patman Act Price Discrimination. The Robinson-Patman Act prohibits the
seller from discriminating in price or terms of sale for goods of like grade and
quality if the result may be to restrict competition. There are defenses, the
principal ones being cost justification for the price difference and a bona fide
attempt to meet a competitor's price to a particular customer. However the
question of pricing should be carefully reviewed with an authorized officer
within the Company before any discounting policies or practices are instituted.
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Section 5 of the Federal Trade Commission Act. This section is very broadly
written and authorizes the Federal Trade Commission to bring actions to enjoin
"unfair trade practices". These can include, among other things, disparaging or
misrepresenting a competitive product. Such practices, of course, are not
acceptable under the Company's standard and are thus prohibited whether there is
a risk of statutory violation or not.
7. Protection and Proper Use of Company Assets
All officers, directors and employees must protect the Company's assets and
insure their efficient use. Theft, carelessness and waste have a direct impact
on the Company's profitability. All Company assets should be used for legitimate
business purposes. Any suspected incident of fraud or theft should be
immediately to the appropriate business representative reported for
investigation.
The obligation to protect the Company's assets extends to its proprietary
information, including intellectual property such as trade secrets, patents,
trademarks and copyrights, as well as business and marketing plans, engineering
and manufacturing plans, ideas and designs, customer lists, data bases, business
records and any unpublished financial data and reports. Unauthorized use or
distribution of this information is prohibited as a matter of Company policy,
and might also be illegal and result in civil or even criminal penalties. All
officers, directors and employees will be expected to sign an agreement of
Intellectual Property (IP) which will be distributed separately.
8. Business Records
Accounting standards and applicable laws require that all transactions involving
the Company's assets shall be properly recorded in the books and accounts of the
Company. No entry may be made in the Company's books and records that
misrepresents, hides or disguises the true nature of any transaction. No false
or artificial entry shall be made in the books or records of the Company for any
reason, and no officer, director or employee shall engage in any arrangement
that results in such a prohibited act. No payment on behalf of the Company shall
be approved or made with the intention or understanding that any part of such
payment is to be used for a purpose other than that described by the documents
supporting the payment.
No one shall on behalf of the Company:
o Establish or use any secret or off-balance sheet fund or account for any
purpose;
o Use corporate funds to establish or use any bank account that is not
identified by the name of the owner; or
o Establish or use any offshore corporate entity for any purpose other than a
legitimate Company business purpose.
Company records shall be appropriately maintained according to accepted
accounting practices and standards and retained for the period of time specified
in the applicable record retention schedule.
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9. Reporting any Illegal or Unethical Behavior; Fraud
Officers and employees of the Company are encouraged to talk to supervisors,
managers or other appropriate personnel when in doubt about the best course of
action in a particular situation. Additionally, officers and employees should
report violations of laws, rules and regulations, including any improper
accounting or financial practices, fraudulent practices or misrepresentations,
or this Code to their supervisors, or to the Company's Compliance Officer at
Legal@LiquorGroup.com or to the Company's general counsel. The Company will not
permit retaliation for reports of misconduct by others made in good faith by
employees. Employees are expected to cooperate in internal investigations of
misconduct.
10. Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code for executive officers or directors may be made only by
the Board or a Committee of the Board, and must be promptly disclosed to
stockholders as required by applicable law or stock exchange regulation.
11. Compliance Procedures
The Board has appointed the Audit Committee to oversee compliance with this
Code, and has also appointed a Compliance Officer to administer the compliance
program.
Ordinarily, questions concerning the application of this Code should be
addressed to an employee's supervisor, who will relay them to the Compliance
Officer or the Audit Committee, if necessary. If an employee is uncomfortable
raising such questions with his or her supervisor, they may be addressed
directly to (i) the Compliance Officer; (ii) any member of the Audit Committee
by email at Legal@LiquorGroup.com; or (iii) the Company's general counsel.
Reports of violations of this Code, however made, can be made anonymously and
the matter will be investigated by the Compliance Officer or the Audit Committee
or their designees to the extent that the report provides sufficient information
to conduct an investigation. All reports will be treated confidentially to the
extent possible. Preliminary investigations should not be conducted by the
employee themselves unless so directed by the Compliance Officer. Such actions
could compromise the integrity of the investigation and adversely affect the
Company and others.
Employees who fail to comply with this Code or to cooperate with an
investigation will be subject to disciplinary action. Furthermore, 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 in accordance with this Code will be subject to disciplinary action. Such
disciplinary action may include termination, referral for criminal prosecution
and reimbursement to the Company or others for any losses or damages resulting
from the violation.