EXHIBIT 14.1
R.A.B. HOLDINGS, INC.
R.A.B. ENTERPRISES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
July, 2003
INTRODUCTION
Since its founding, R.A.B. Holdings, Inc., R.A.B. Enterprises, Inc.,
and each of its operating subsidiaries, Millbrook Distribution Services Inc. and
The B. Manischewitz Company, LLC (collectively, the "Company") have maintained a
strong reputation for honesty, integrity and ethical conduct. To protect this
reputation and to promote compliance with applicable laws, rules and
regulations, this Code of Business Conduct and Ethics (this "Code") has been
adopted by the Company's Board of Directors.
This Code sets out the basic standards of ethics and conduct to which
all of our directors, officers and employees are and shall be held. These
standards are designed to deter wrongdoing and to promote honest and ethical
conduct, but will not cover all situations. If you have any concerns as to the
propriety of a particular action or potential violation of the Code, you should
submit it in writing to our Senior Vice President - Legal Affairs, who will
review the action or potential violation and take appropriate action in
accordance with this Code, our other corporate policies and the applicable law.
Those who violate the standards set out in this Code will be subject to
disciplinary action (including, without limitation, possible termination).
1. SCOPE
All of our directors, officers and employees are subject to this Code.
2. HONEST AND ETHICAL CONDUCT
We require honest and ethical conduct from all persons subject to this
Code. You have a responsibility to the Company (and its directors, officers and
employees), in the course of your duties and responsibilities, to act in good
faith and with due care, competence and diligence, and to conduct yourself in a
manner that meets the highest ethical and legal standards. Our reputation
depends upon the ethical and legal conduct of our directors, officers and
employees.
3. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
You are required to comply with all applicable laws and governmental
rules and regulations. Obeying the law, both in letter and in spirit, is the
foundation on which our Company's ethical standards are built. If you have
questions regarding either the applicability of, or the conduct required to
comply with, any law, rule or regulation you are encouraged to seek advice from
the Senior Vice President - Legal Affairs.
4. CONFLICTS OF INTEREST
You must handle any actual or apparent conflict of interest between
your personal and business relationships in an honest and ethical manner.
Conflicts of interest are prohibited by the Company as a matter of policy. A
"conflict of interest" exists when a person's private interest interferes or
conflicts with, the interests of the Company. This encompasses both direct and
indirect conflicts, potential conflicts and situations which could be construed
as having an appearance of impropriety. For example, a conflict situation arises
if you take actions or have interests that interfere with your ability to
perform your duties and responsibilities to the Company fairly and in the best
interests of the Company. Conflicts of interest may arise if you, or a member of
your family, receives an improper personal benefit as a result of your position
with the Company. Loans to, or guarantees of, the obligations of you or your
family members by the Company or by persons doing business with our Company are
of special concern to us and must be disclosed, in writing, to the Senior Vice
President - Legal Affairs.
If you become aware of any transaction or relationship that reasonably
could be expected to give rise to a conflict of interest, or if you have a
question regarding a situation that may give rise to a conflict of interest, you
should report it to or consult with the Company's Senior Vice President - Legal
Affairs.
Certain kinds of transactions or relationships may raise issues of
conflict of interest, but are not necessarily improper or adverse to the
Company's best interests. The following standards apply to certain common
situations where potential conflicts of interest may arise:
A. GIFTS AND ENTERTAINMENT
Personal gifts and entertainment offered by persons doing business with
the Company may be accepted when offered in the ordinary and normal course of
the business relationship. However, and cost of any such gifts or entertainment
may not be so excessive or the timing of your receipt of such gifts may be so
frequent or repetitive that your ability to exercise independent judgment on
behalf of the Company is or may appear to be compromised or may have the
potential to influence how you engage in or conduct business relations with a
particular customer, vendor or competitor.
If you are not certain whether a gift or entertainment offered to you
would be an improper personal benefit, you should not accept it before
disclosing it to the Company's Senior Vice President - Legal Affairs and you
have received verification from such person that the offered gift or
entertainment would not be improper, based upon the standards set forth in this
Code. ]All gifts on entertainment from third parties, which are in excess of
$350 should be reported to the Company's Senior vice President - Legal Affairs
in order to confirm that the gift on entertainment is in accordance with the
standards set forth in this Code].
Similar standards should apply in your decision to entertain third
parties doing business with the Company. All business gifts and entertainment by
you should be for a valid business purpose and should not relate to anything
outside of the Company's regular business. Any gift or business entertainment
the costs for which should be in excess of $________ should be disclosed in
advance to the Company Senior Vice President - Legal Affairs in order to confirm
that such gift or entertainment is in accordance with the standards set forth in
this Code.
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Various laws relate to the furnishing of business gifts and
entertainment. The Foreign Corrupt Practices Act ("FCRA"), for example, makes it
unlawful for the Company or its employees to make a payment or give a gift to a
foreign government official, political party, candidate or public international
organization for purposes of obtaining or retaining business. A violation occurs
when a payment is made or promised to be made to a foreign official while
knowing that the payment will be used to unlawfully obtain or maintain business
or direct business to anyone else. Other laws that may have an impact on the
Company's policy regarding gifts and entertainment include, but are not limited
to, the International Traffic in Arms Regulations ("ITAR"), the Arms Export
Control Act ("AECA") and the Federal Anti-Kickback Act.
B. FINANCIAL INTERESTS IN OTHER ORGANIZATIONS
The determination of whether any outside investment, financial
arrangement or other interest in another organization is improper depends on the
facts and circumstances of each case. Your ownership of an interest in another
organization may be inappropriate if the other organization has a material
business relationship with, or is a direct competitor of, our Company and your
financial interest is of such a size that your ability to exercise independent
judgment on behalf of the Company is or may appear to be compromised. As a
general rule, a passive investment would not likely be considered improper if
it: (1) is in publicly traded shares; and (2) represents less than 1% of the
outstanding equity of the organization in question. If you are not certain
whether any investment, financial arrangement or interest in another
organization would be inappropriate, the details of your investment, financial
arrangement or interest must be fully disclosed to the Company's Senior Vice
President - Legal Affairs, who will make a determination whether it is
inappropriate, based upon the standards set forth in this Code, rule or
regulation.
C. OUTSIDE BUSINESS ACTIVITIES
The determination of whether any outside position you may hold is
improper will depend on the facts and circumstances of each case. Your
involvement in trade associations, professional societies, and charitable and
similar organizations will not normally be viewed as improper. However, if those
activities are likely to take substantial time from or otherwise conflict with
your duties and responsibilities to the Company, you should obtain prior
approval from your supervisor. Other outside associations or activities in which
you may be involved are likely to be viewed as improper only if they would
interfere with your ability to devote proper time and attention to your
responsibilities to the Company or if your involvement is with another company
with which the Company does business or competes. For a director, employment or
affiliation with a company with which the Company does business or competes
would be improper unless fully disclosed to and approved by the Board of
Directors of the Company.
D. INDIRECT VIOLATIONS
You should not indirectly, through a spouse, family member, affiliate,
friend, partner or associate, have any interest or engage in any activity which
would violate this Code if you directly had the interest or engaged in the
activity. Any such relationship should be fully disclosed to the Company's
Senior Vice President - Legal Affairs, who will make a determination whether the
relationship is inappropriate, based upon the standards set forth in this Code
and applicable laws, rules and regulations.
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5. CORPORATE OPPORTUNITIES
You are prohibited from taking for yourself, personally, opportunities
that are discovered through the use of corporate property, information or
position. You may not use corporate property, information or position for
personal gain, or to compete with the Company, directly or indirectly. You owe a
duty to the Company to advance its legitimate interests whenever the opportunity
to do so arises.
A diversion of a corporate opportunity or competition with the Company
that is improper may not always be obvious, so if you have a question, you
should consult with the Company's Senior Vice President - Legal Affairs. Certain
kinds of transactions or relationships may raise issues, but are not necessarily
improper or adverse to our best interests. If you are not certain whether an
opportunity or activity would be improper, you should not pursue it before
disclosing it to the Company's Senior Vice President - Legal Affairs, who will
make a determination whether the opportunity or activity is inappropriate, based
upon the standards set forth in this Code and applicable laws, rules and
regulations.
6. FAIR DEALING
You should endeavor to deal fairly with our vendors, customers,
competitors and employees and with other persons with whom we do business. You
should not take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts or any
other practice of unfair dealing.
7. PUBLIC DISCLOSURES
It is our policy to provide full, fair, accurate, timely, and
understandable disclosure in all reports and documents that we file with, or
submit to, the Securities and Exchange Commission, and in all other public
communications made by the Company. You should strictly adhere to this policy in
connection with your activities relating to, or in connection with, our SEC
filings and other public communications.
8. CONFIDENTIALITY
You should maintain the confidentiality of all confidential information
(whether or not relating to the Company) entrusted to you by the Company or by
persons with whom we do business, except when disclosure is expressly authorized
or legally mandated. Confidential information includes, without limitation, all
non-public information that, if disclosed, might be of use to our competitors or
harmful to our Company or persons with whom we do business.
9. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS
If you are uncertain whether a particular activity or relationship is
improper under this Code or requires a waiver of this Code, you should disclose
it to the Company's Senior Vice President - Legal Affairs who will make a
determination whether a waiver of this Code is required and, if required,
whether a waiver will be granted. You may be required to agree to conditions
before a waiver or a continuing waiver is granted. However, any waiver of this
Code for our chief executive officer, chief financial officer, controller or any
director may be made only by the Company's Board of Directors. In addition, any
waiver, or implicit waiver, of this Code for our chief executive officer, chief
financial officer, controller or any director must be promptly disclosed by the
Company to the extent required by applicable law, rule or regulation.
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10. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
Our Company desires to promote ethical behavior. Employees 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, employees should promptly report violations of laws, rules,
regulations or this Code to the Company's Senior Vice President - Legal Affairs.
Any report or allegation of a violation of applicable laws, rules, regulations
or this Code All reports of violations of this Code, will be promptly
investigated and, if found to be accurate, acted upon in a timely manner. If any
report of wrongdoing relates to accounting or financial reporting matters, or
relates to persons involved in the development or implementation of our system
of internal controls, a copy of the report should be promptly provided to the
Chairman of the Audit Committee of the Board of Directors, which will oversee
the investigation and resolution of the matter. It is the policy of the Company
not to allow actual or threatened retaliation, harassment or discrimination due
to reports of misconduct by others made in good faith by employees. Employees
are expected to cooperate with any internal investigations of misconduct.
11. COMPLIANCE STANDARDS AND PROCEDURES
This Code is intended as a statement of basic principles and standards
and does not include specific rules that apply to every situation. Its contents
must be viewed within the framework of the Company's other policies, practices,
instructions and the requirements of applicable laws, rules and regulations.
Moreover, the absence of a specific corporate policy, practice or instruction
covering a particular situation does not relieve you of the responsibility for
exercising the highest ethical standards applicable to the circumstances.
Since this Code does not anticipate every situation that will arise, it
is important that each of you approach a new question or problem in a deliberate
fashion as follows:
(a) Determine the facts.
(b) Determine what is the specific conduct or action in question.
(c) Clarify your responsibilities and role.
(d) Discuss the problem with a supervisor.
(e) Seek help from other resources such as other management
personnel or our legal department.
(f) Seek guidance before taking any action that you believe may be
unethical or dishonest.
You will be governed by the following compliance standards:
o You are personally responsible for your own conduct and for
complying with all provisions of this Code and for properly
reporting known or suspected violations of this Code;
o If you are a supervisor, manager, director or officer, you
must use your best efforts to ensure that employees under your
supervision or who report to you understand and comply with
this Code;
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o No one has the authority or right to order, request or even
influence you to violate this Code or any applicable law, rule
or regulation; a request or order from another person will not
be an excuse if you violate this Code;
o Any attempt by you to induce another director, officer or
employee of the Company to violate this Code, whether
successful or not, is a violation of this Code and may be a
violation of law;
o Any retaliation or threat of retaliation against any director,
officer or employee of the Company for refusing to violate
this Code, or for reporting in good faith the violation or
suspected violation of this Code, is a violation of this Code
and may be a violation of law; and
o Every reported violation of this Code which is credible will
be investigated.
Violation of any of the standards contained in this Code, or in any
other policy, practice or instruction of our Company, can result in disciplinary
action, including, without limitation, dismissal and civil or criminal action
against the violator. This Code should not be construed as a contract of
employment and does not change any person's status as employee, whether
"at-will" or otherwise.
This Code is for the benefit of the Company, and no other person is
entitled to enforce this Code. This Code does not, and should not be construed
to, create any private cause of action or remedy for any other person.
The names, addresses, telephone numbers, facsimile numbers and e-mail
addresses of the Senior Vice President - Legal Affairs and Chairman of our Audit
Committee are set forth below:
SENIOR VICE PRESIDENT
- LEGAL AFFAIRS CHAIRMAN, AUDIT COMMITTEE
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James A. Cohen, Esq. Mr. Richard H. Hochman
R.A.B. Holdings, Inc. RHH Capital & Consulting, Inc.
444 Madison Avenue 1100 Park Avenue
New York, NY 10022 New York, NY 10128
Phone: 212-688-4500 Phone: 212-735-9900 ex. 16
Fax:: 212-888-5025 Fax: 212-735-9908
e-mail: jac444@aol.com e-mail: rhh@rcmc.bz
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ACKNOWLEDGMENT
This is to acknowledge that you have received a copy of the Company
Code of Business Conduct and Ethics (the "Code") and understand that it sets
forth the ethical standards of conduct with respect to your duties,
responsibilities and obligations of your employment with the Company. You
understand and agree that it is your responsibility to read the Code in its
entirety and to abide by the rules, policies and standards set forth within it.
You further acknowledge that it is solely your responsibility to seek
clarification of any portion of the Code which is unclear or confusing to you.
Finally, you understand that your continued employment requires you to
adhere to the policies and rules set forth in the Code, and that failure to
abide by such policies could result in disciplinary action including, without
limitation, termination of your employment with the Company.
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