Exhibit 14
SYNERGY BRANDS INC.
CODE OF ETHICS
MISSION STATEMENT: The following code is designed to create a guide to what
Synergy Brands Inc., believes are business practices which if followed will
create an ethical working environment , which will deter wrongdoing and promote
honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships; full,
fair, accurate, timely, and understandable disclosure as is required and/or
otherwise deemed proper by management of this company in reports and documents
that a registrant files with, or submits to, the Securities and Exchange
Commission and other government agencies and in other public communications made
by this Company; and compliance with applicable governmental laws, rules and
regulations; which also includes as an integral part thereof the prompt internal
reporting of violations of this code to an appropriate person or persons
identified in the code; and accountability for adherence to the code.
In furtherance thereof adherence to the following general guidelines to and
policy of Synergy Brands Inc. is mandated for all employees, officers, directors
and consultants and should be reviewed and examined in relation to all other
persons with whom personnel of this Company may come in contact in furtherance
of the interests of this Company.
It is important to remember that a strong value system based on integrity and
accountability has always been at the core of this Company's existence and this
Company has always stressed ethical standards of business without a formal
declaration as to the particulars of such standards, this Company being always
hopeful that these general ethical standards were understood by and to be the
required conduct for all with whom this Company associates. This document
outlines this Company's legal requirements regarding the ethics of our
operations and provides guidance for understanding and adhering to our business
values but is not to be considered the complete description of what is
considered by this Company as ethical behavior. Ethics is a concept that this
Company wants to translate into practice. Fair treatment, kind regard, courtesy
and respect, use of good business judgment, and altruism are only a sample of
ethical behavior we promote. The guidelines set forth herein provide concepts
which this Company desires its employees, affiliates and other Company personnel
to reflect in their practice.
Ethical behavior is important in its own right. However, it is also good for our
business because it fosters one of our greatest assets-customer, client and
investor trust. So take the time to read these Guidelines. Embrace them. And
continue to live by the code of ethical conduct that has served our company so
well.
1. INTRODUCTION.
In this Company the Chief Executive Officer and senior executives are chiefly
responsible for setting standards of business ethics and overseeing compliance
with these standards. It is the individual responsibility of each and every
employee of this company to comply with these standards.
2. COMMUNICATIONS CHANNELS.
If any of this Company's associated personnel know of or suspect an unlawful or
unethical situation, they should promptly contact the corporate secretary or any
member of this Company's Audit Committee and/or Governance and Nominating
Committee which contact information should be set forth in this Company's annual
report and proxy statement. E-mail address at ( ) or as may otherwise be
established by Company management shall be provided for focus on claims and
inquiries regarding this Company's ethics. Appropriate person(s) at this
Company's corporate level shall promptly review any report of unlawful or
unethical conduct.
3. PERSONAL CONDUCT.
This Company's reputation for integrity and business ethics should never be
taken for granted. To maintain that reputation, this Company's personnel must
follow all of this Company's Business Conduct Guidelines and exercise good
judgment in their decisions and actions.
If Company management finds that a persons' conduct on or off the job adversely
affects their performance, that of other employees, or this Company's legitimate
business interests, that person will be subject to disciplinary measures,
including dismissal.
4. GENERAL CONCEPTS.
All persons acting under and within authority and on behalf of this Company
shall:
o Act with honesty and integrity, avoiding actual or apparent conflicts of
interest in their personal and professional relationships.
o Where authorized to provide information regarding this Company to provide
such information only as is accurate, complete, objective, fair, relevant,
timely and understandable, including information in all filings with and
other submissions to the U.S. Securities and Exchange Commission and other
applicable government sources.
o Comply with rules and regulations of federal, state, provincial and local
governments, and other appropriate private and public regulatory agencies.
o Act in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing one's independent
judgment to be subordinated.
o Respect the confidentiality of and not disclose information acquired in
the course of one's work which might be considered confidential except when
authorized or otherwise legally obligated to so disclose.
o Confidential information acquired in the course of one's work shall not
be used for personal advantage.
o Share knowledge and maintain professional skills important and relevant
to the needs of this Company and the needs of the person sharing the
information related thereto.
o Proactively promote and be an example of ethical behavior as a
responsible partner among peers, in the work environment and the community
understanding that one's conduct in such environment is reflective on this
Company for whom such person works.
5. NO SPECULATIVE OR INSIDER TRADING.
Federal law and Company policy prohibits officers, directors and employees,
directly or indirectly through their families or others, from purchasing or
selling this Company's stock because of and while in the possession of material,
non-public information concerning this Company. This same prohibition applies to
trading in the stock of other publicly held companies on the basis of material,
non-public information.
Material, non-public information is any information that could reasonably be
expected to affect the price of a stock. If an officer, director, or employee is
considering buying or selling a stock because of inside information they
possess, they should assume that such information is material. It is also
important for the officer, director or employee to keep in mind that if any
trade they make becomes the subject of an investigation by the government, the
trade will be viewed after the fact with the benefit of hindsight. Consequently,
officers, directors, and employees should always carefully consider how their
trades would look from this perspective.
Two simple rules can protect in this area: (1) Don't use non-public information
for personal gain. (2) Don't pass along such information to someone else who has
no need to know.
6. BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS.
As a public company, this Company must be fair and accurate in all reports filed
with the United States Securities and Exchange Commission. This Company's
officers and directors are responsible for ensuring that all reports are filed
in a timely manner and that they fairly present the financial condition and
operating results of this Company.
Securities laws are vigorously enforced. Violations may result in sever
penalties including forced sales of parts of the business and significant fines
against this Company. There may also be sanctions against individual officers,
directors, or employees for violations including substantial fines and/or prison
sentences.
The Chief Executive Officer and Chief Financial Officer shall certify to the
accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act
of 2002. Officers and Directors who knowingly or willingly make false
certifications may be subject to criminal penalties or sanctions including fines
and imprisonment.
7. AVOID CONFLICTS OF INTEREST.
This Company's officers, directors and employees have an obligation to give
their complete loyalty to the best interest of this Company. They should avoid
any action that may involve, or may appear to involve a conflict of interest
with this Company. Officers, directors and employees should not have any
financial or other business relationships with suppliers, customers or
competitors that might impair, or even appear to impair, the independence of any
judgment they may need to make on behalf of this Company.
Officers, Directors and employees are under a continuing obligation to disclose
any situation that presents the possibility of a conflict or disparity of
interest between the officer, director or employee and this Company. Disclosure
of any potential conflict is the key to remaining in full compliance with this
policy.
8. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES.
All of this Company's personnel must comply with the laws and regulations that
pertain to the acquisition of any business opportunity. This Company shall
compete fairly and ethically for all business opportunities. In circumstances
where there is reason to believe that the release or receipt of non-public
information is unauthorized, do not attempt to obtain and do not accept such
information from any source.
Company personnel involved in Company transactions must be certain that all
statements, communications, and representations made regarding this Company are
accurate and truthful.
9. MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES.
Business integrity is a key standard for those who represent this Company.
Agents, representatives, and consultants must certify their willingness to
comply with our policies and procedures and must never circumvent our values and
principles.
10. PROTECT PROPRIETARY INFORMATION.
Proprietary Company information may not be disclosed to anyone without proper
authorization. Keep proprietary documents protected and secure. In the course of
normal business activities, associates, customers and competitors may sometimes
divulge information that is proprietary to their business. Respect these
confidences.
11. RESPONSIBLE USE OF COMPANY ASSETS.
Achieve responsible use, control, and stewardship over all assets and resources
of this Company that are employed by or entrusted to the recipients of such
property for the benefit of this Company.
12. AVOID UNDUE INTERFERENCE.
Company Personnel shall not and shall not attempt to unduly or fraudulently
influence, coerce, manipulate, or mislead any authorized audit or interfere with
any auditor engaged in the performance of an internal or independent audit of
this Company's financial statements or accounting books and records nor apply
such conduct to the application to this Company of any other relevant
regulations.
13. BOARD COMMITTEES.
The Board of Directors shall establish an Audit Committee empowered to enforce
this Code of Ethics. The Audit Committee shall report to the Board of Directors
at least once a year regarding the effectiveness of this Company's Code of
Ethics, its disclosure controls and reporting procedures, and its general
business conduct.
14. COMPLIANCE MEASURES.
This Company shall consistently enforce its Code of Ethics and Business Conduct
through appropriate means of discipline. Violations of the Code shall be
promptly reported to the Audit Committee. Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and, if so, shall determine the disciplinary measure to be taken against any
employee or agent who has so violated the Code.
Disciplinary measures, may be invoked at the discretion of the Audit Committee,
and may include, but are not limited to, counseling, oral or written reprimands,
warnings, probation or suspension without pay, demotions, reductions in salary,
termination of employment and restitution.
Persons subject to disciplinary measures shall include, in addition to the
violator, others involved in the wrongdoing, including but not limited to,
persons who fail to use reasonable care to detect violations, persons who if
requested to divulge information withhold material information regarding a
violation, and supervisors who approve or condone the violations or attempt to
retaliate against employees or agents for reporting violations or violators.