EXHIBIT 14.1
FROZEN FOOD EXPRESS INDUSTRIES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
This Code of Business Conduct and Ethics (this "Code") applies to
Frozen Food Express Industries, Inc. and its consolidated subsidiaries
(collectively, the "Company").
This Code is intended to meet the requirements for a code of ethics
under the Sarbanes-Oxley Act of 2002 and the Nasdaq Stock Market's ("Nasdaq")
Listing Standards, and is specifically applicable to the Company's principal
executive officer, principal financial officer and principal accounting officer
and controller or persons performing similar functions.
We expect the Company's employees and officers ("Employees") and
members of its Board of Directors ("Directors") to use sound judgment to help us
maintain appropriate compliance procedures and to carry out our business with
honesty and in compliance with laws and high ethical standards. Each Employee
and Director is expected to read this Code and demonstrate personal commitment
to the standards set forth in this Code. Our Directors are expected to abide by
the principles of this Code, within the scope of their duties as directors, as
if they were Employees of our Company. Employees and Directors who do not comply
with the standards set forth in this Code may be subject to discipline in light
of the nature of the violation, including termination of employment or
appointment.
Any questions about this Code or the appropriate course of conduct in a
particular situation should be discussed with that person's immediate manager or
supervisor. Persons who do not wish to communicate with a manager or supervisor
on the matter should contact any member of management, or personnel in the human
resources or risk management departments.
Any waiver of the provisions of this Code for executive officers or
Directors must be approved by the Company's Board of Directors or a committee
thereof. Any such waivers granted, as well as substantive amendments to this
Code, will be publicly disclosed by appropriate means in compliance with
applicable listing standards of NASDAQ and rules of the United States Securities
and Exchange Commission (the "SEC").
This Code is not a contract and is not intended as a detailed guide for
all situations Employees and Directors may face. Employees and Directors are
also expected to comply with the provisions of employee handbooks and other
workplace rules, which the Company may from time to time communicate, all of
which supplement this Code.
RESPONSIBILITIES
I. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
All Employees and Directors must respect and obey all laws and
regulations applicable to the Company's business, including federal, state and
local laws in the areas in which the Company operates. Any questions as to the
applicability of any law or regulation should be directed to the Company's Chief
Financial Officer.
II. INSIDER TRADING
The Company has a securities trading policy and all Employees and
Directors must abide by its terms. This policy, among other things, provides
that Employees and Directors may not buy or sell shares of the Company's stock
when they are in possession of material, non-public information. They also are
prohibited from passing on such information to others who might make an
investment decision based thereon. Employees and Directors also may not trade in
stocks of other companies about which they learn material, non-public
information through the course of their employment or service. Any questions as
to whether information is material or has been adequately disclosed should be
directed to the Company's Chief Financial Officer.
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III. CONFLICTS OF INTEREST
A conflict of interest occurs when the personal interest of an Employee
or Director interferes - or appears to interfere - with the interests of the
Company. Conflicts of interest can occur when an Employee or Director takes
action or has interests that could reasonably be expected to make it difficult
to make objective decisions on behalf of the Company or to perform his or her
duties objectively and effectively. Conflicts of interest also arise when an
Employee or Director, or a member of his or her family, receives improper
personal benefits as a result of his or her position with the Company.
Except as pre-approved by the Audit Committee of the Company's Board of
Directors, transactions that involve a conflict of interest are prohibited as a
matter of corporate policy. Any Employee or Director who becomes aware of a
conflict or potential conflict, or who has a question about whether a conflict
exists, should bring such issues to the attention of the Company's Chief
Financial Officer.
IV. CORPORATE OPPORTUNITIES
Employees and Directors are prohibited from (a) taking for themselves
personally any opportunities that arise through the use of Company property,
information or position, (b) using Company property, information or position for
personal gain, and (c) directly or indirectly competing with the Company.
Employees and Directors owe a duty to the Company to advance the Company's
legitimate interests when the opportunity to do so arises.
V. CONFIDENTIALITY
Employees and Directors should maintain the confidentiality of
information entrusted to them by the Company or its customers and suppliers that
is not known to the general public, except when disclosure is authorized or
legally mandated. "Confidential Information" includes all non-public information
that might be of use to competitors, or harmful to the Company or its customers,
if disclosed. This obligation to protect Confidential Information does not cease
when an Employee or Director leaves the Company. Any questions about whether
information is confidential should be directed to the Company's Chief Financial
Officer.
VI. FAIR DEALING
Each Employee and Director shall endeavor to deal fairly with the
Company's shareholders, competitors, suppliers, customers and employees. No
Employee or Director shall take unfair advantage of any other person through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair practice.
VII. PROTECTION AND PROPER USE OF THE COMPANY'S ASSETS
All Employees and Directors have a duty to protect the Company's assets
and ensure the assets' efficient use. Theft, carelessness and waste have a
direct adverse impact on the Company. The Company's assets should be used only
for legitimate business purposes. Employees and Directors should take measures
to ensure against their theft, damage or misuse. These assets include, but are
not limited to, intellectual property such as trademarks, business and marketing
plans, salary information and any unpublished financial data and reports. Any
unauthorized use or distribution of Company assets is a violation of this Code.
VIII. ACCURACY OF RECORDS AND REPORTING
All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the matters
to which they relate and must conform to applicable legal and regulatory
requirements and accounting principles, and to the Company's system of internal
controls. The making of false or misleading records or documentation is strictly
prohibited. It is the Company's policy to comply with all laws and regulations
regarding the retention and retention and preservation of records. Records
should be retained or destroyed only in accordance with the Company's document
retention policies. Any questions about these policies should be directed to the
Company's Chief Financial Officer.
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IX. DISCLOSURE CONTROLS AND PROCEDURES
The Company is required by SEC rules to maintain effective "disclosure
controls and procedures" so that financial and non-financial information which
it is required to report to the SEC is timely and accurately reported both to
senior management and in the SEC filings made by the Company. All Employees,
within the scope of their employment duties, and Directors are expected to
support the effectiveness of the Company's disclosure controls and procedures.
To that end, it is the Company's policy to promote full, fair, accurate, timely
and understandable disclosure in reports and documents filed with, or furnished
to, the SEC and otherwise communicated to the public.
X. INTERACTION WITH PUBLIC OFFICIALS
When dealing with public officials, Employees and Directors must avoid
any activity that is-or appears to be-illegal or unethical. The giving of gifts,
including meals, entertainment, transportation or lodging, to government
officials in the various branches of the United States government, as well as
state and local governments, is restricted by this code and by law. Employees
and Directors must obtain pre-approval from the Company's Chief Financial
Officer before providing anything of value to this any government official or
employee. The foregoing does not apply to personal lawful political
contributions.
In addition, the United States Foreign Corrupt Practices Act prohibits
giving anything of value, directly or indirectly, to officials of foreign
governments or foreign political candidates in order to obtain or retain
business. Illegal payments to government officials of any country are strictly
prohibited.
COMPLIANCE
No code or policy can address every scenario or answer every question.
To ensure that all Employees and Directors are able to obtain prompt answers to
their questions and inquiries, the following policies and procedures have been
implemented.
I. CODE COMPLIANCE OFFICER
The Company's Chief Financial Officer has been designated with
responsibility for overseeing and monitoring compliance with this Code. This
officer makes periodic reports to the Audit Committee of the Company's Board of
Directors regarding the implementation and effectiveness of this Code as well as
the Company's policies and procedures to ensure compliance with this Code.
II. REPORTING VIOLATIONS
All Employees are encouraged to speak with their supervisors, managers
or other appropriate personnel when in doubt about the best course of action in
a particular situation. In most instances, Employees and Directors should bring
any questions regarding this Code to the attention of the Company's Chief
Financial Officer.
The Company encourages all Employees and Directors to promptly report
any actual or apparent violations of this Code. The Company does not permit
retaliation or discrimination of any kind against anyone who reasonably believes
there has been possible illegal or unethical conduct and who, in good faith,
reports these concerns. It is, however, a violation of Company policy for any
Employee or Director to communicate a report claiming illegal or unethical
conduct which the person making such report knows to be false.
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The Company's Chief Financial Officer may be reached at (214) 819-7722
or cfo@ffex.net. If persons wish to communicate any matter anonymously, the
Company will maintain the confidentiality of the communication to the extent
possible under applicable laws. Communications intended to be confidential
should be mailed in writing, without indicating a name or address, to Frozen
Food Express Industries, Inc., 1145 Empire Central Place, Dallas, Texas 75247,
Attention: Chief Financial Officer.
The Company has also contracted with MySafeWorkplace, an independent
third party, to operate a confidential reporting service whereby persons may
anonymously report violations of this Code to the MySafeWorkplace system by
logging-on to WWW.MYSAFEWORKPLACE.COM or by calling 1-800-461-9330.
III. INVESTIGATIONS
Reported violations will be promptly investigated. The person reporting
the violation should not conduct an investigation on his or her own. Employees
and Directors are, however, expected to cooperate fully with any investigation
made by the Company or any of its representatives.
IV. ACCOUNTABILITY
Employees and Directors who violate this Code may be subject to
disciplinary action, including termination of employment or appointment.
Knowledge of a violation and failure to promptly report or correct the violation
may also subject an Employee or Director to disciplinary action. Some violations
of this Code are illegal and may subject the Employee or Director to civil and
criminal liability.
By: /S/ STONEY M. STUBBS, JR.
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Stoney M. Stubbs, Jr.
Chairman of the Board and
Chief Executive Officer
Date: MARCH 22, 2004
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