Exhibit 14.1
E COM VENTURES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
ADOPTED BY THE BOARD OF DIRECTORS ON APRIL 20, 2004
The Board of Directors of E Com Ventures, Inc. (together with its subsidiaries,
the "COMPANY") has adopted this code of ethics (this "CODE") to:
o promote honest and ethical conduct, including fair dealing and the ethical
handling of conflicts of interest;
o promote full, fair, accurate, timely and understandable disclosure;
o promote compliance with applicable laws and governmental rules and
regulations;
o ensure the protection of the Company's legitimate business interests,
including corporate opportunities, assets and confidential information;
and
o deter wrongdoing.
All directors, officers and employees of the Company are expected to be familiar
with this Code and to adhere to those principles and procedures set forth in
this Code that apply to them. Other applicable policies and procedures of the
Company are set forth in the employee manual you received when you joined the
Company and in other documents setting forth the Company's policies and
procedures that have been provided to you.
For purposes of this Code, the "Code of Ethics Contact Person" will be A. Mark
Young, the Company's Chief Financial Officer.
I. HONEST AND CANDID CONDUCT
Each director, officer and employee owes a duty to the Company to act with
integrity. Integrity requires, among other things, being honest and candid.
Deceit and subordination of principle are inconsistent with integrity.
Each director, officer and employee must:
o Act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required or
consistent with the Company's policies.
o Observe both the form and spirit of laws and governmental rules and
regulations, accounting standards and Company policies.
o Adhere to a high standard of business ethics.
II. CONFLICTS OF INTEREST
A "conflict of interest" occurs when an individual's private interest interferes
or appears to interfere with the interests of the Company. A conflict of
interest can arise when a director, officer or employee takes actions or has
interests that may make it difficult to perform his or her Company work
objectively and effectively. For example, a conflict of interest would arise if
a director, officer or employee, or a member or his or her family, receives
improper personal benefits as a result of his or her position in the Company.
Any material transaction or relationship that could reasonably be expected to
give rise to a conflict of interest should be discussed with the Code of Ethics
Contact Person.
Service to the Company should never be subordinated to personal gain and
advantage. Conflicts of interest should, wherever possible, be avoided.
In particular, clear conflict of interest situations involving directors,
executive officers and other employees who occupy supervisory positions or who
have discretionary authority in dealing with any third party specified below may
include the following:
o any significant ownership interest in any supplier or customer;
o any consulting or employment relationship with any customer, supplier or
competitor;
o any outside business activity that detracts from an individual's ability
to devote appropriate time and attention to his or her responsibilities
with the Company;
o the receipt of non-nominal gifts or excessive entertainment from any
company with which the Company has current or prospective business
dealings;
o being in the position of supervising, reviewing or having any influence on
the job evaluation, pay or benefit of any immediate family member; and
o selling anything to the Company or buying anything from the Company,
except on the same terms and conditions as comparable directors, officers
or employees are permitted to so purchase or sell.
Such situations should always be discussed with the Code of Ethics Contact
Person and, if material (as determined by the Code of Ethics Contact Person)
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will be submitted to the Audit Committee (the "AUDIT COMMITTEE") of the Board of
Directors for approval.
Anything that would present a conflict for a director, officer or employee would
likely also present a conflict if it is related to a member of his or her
family.
III. DISCLOSURE
Each director, officer or employee involved in the Company's disclosure process,
including the Chief Executive Officer and the Chief Financial Officer and the
senior financial and accounting officers of each subsidiary of the Company (the
"SENIOR FINANCIAL OFFICERS"), is required to be familiar with and comply with
the Company's disclosure controls and procedures and internal control over
financial reporting, to the extent relevant to his or her area of
responsibility, so that the Company's public reports and documents filed with
the Securities and Exchange Commission ("SEC") comply in all material respects
with the applicable federal securities laws and SEC rules. In addition, each
such person having direct or supervisory authority regarding these SEC filings
or the Company's other public communications concerning its general business,
results, financial condition and prospects should, to the extent appropriate
within his or her area of responsibility, consult with other Company officers
and employees and take other appropriate steps regarding these disclosures with
the goal of making full, fair, accurate, timely and understandable disclosure.
Each director, officer or employee who is involved in the Company's disclosure
process, including without limitation the Senior Financial Officers, must:
o Familiarize himself or herself with the disclosure requirements applicable
to the Company as well as the business and financial operations of the
Company.
o Not knowingly misrepresent, or cause others to misrepresent, facts about
the Company to others, whether within or outside the Company, including to
the Company's independent auditors, governmental regulators and
self-regulatory organizations.
o Properly review and critically analyze proposed disclosure for accuracy
and completeness (or, where appropriate, delegate this task to others).
IV. COMPLIANCE
It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each employee, officer and
director to adhere to the standards and restrictions imposed by those laws,
rules and regulations as well as the Company's employee manuals and policy
statements issued from time to time.
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It is against Company policy and in many circumstances illegal for a director,
officer or employee to profit from undisclosed information relating to the
Company or any other company. Any director, officer or employee may not purchase
or sell any of the Company's securities while in possession of material
nonpublic information relating to the Company. Also, any director, officer or
employee may not purchase or sell securities of any other company while in
possession of any material nonpublic information relating to that company.
Any director, officer or employee who is uncertain about the legal rules
involving a purchase or sale of any Company securities or any securities in
companies that he or she is familiar with by virtue of his or her work for the
Company, should consult with the Code of Ethics Contact Person before making any
such purchase or sale.
No director, officer or employee of the Company (nor any person acting on behalf
of a director, officer or employee) may make, directly or indirectly, any
payment to any government official or other person in order to influence an
official act or decision or to induce an official to use his or her influence to
affect or influence a government; and
All directors, officers and employees of the Company are required to (i) prepare
accurate and verifiable business records (as defined in the policy), (ii) never
make or conceal false or misleading entries in any record of the Company and
(iii) maintain complete and accurate records for the time periods they are
needed for the Company's business purposes and as required by law.
V. REPORTING AND ACCOUNTABILITY
The Audit Committee of the Board of Directors of the Company is responsible for
applying this Code to specific situations in which questions are presented to it
and has the authority to interpret this Code in any particular situation. Any
director, officer or employee who becomes aware of any existing or potential
violation of this Code is required to notify the Code of Ethics Contact Person
promptly. Failure to do so is itself a violation of this Code.
Any questions relating to how this Code should be interpreted or applied should
be addressed to the Code of Ethics Contact Person. A director, officer or
employee who is unsure of whether a situation violates this Code should discuss
the situation with the Code of Ethics Contact Person to prevent possible
misunderstandings and embarrassment at a later date.
Each director, officer or employee must:
o Notify the Code of Ethics Contact Person promptly of any existing or
potential violation of this Code.
o Not retaliate against any other director, officer or employee for reports
of potential violations that are made in good faith.
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The Company will follow the following procedure in investigating and enforcing
this Code, and in reporting on the Code:
o Violations and potential violations will be reported by the Code of Ethics
Contact Person, after appropriate investigation, to the Audit Committee in
the case of a violation or potential violation by a director or executive
officer of the Company or the employee's supervisor in the case of a
violation by any other employee.
o The Audit Committee or the employee's supervisor, as the case may be, will
take all appropriate action to investigate any violations reported to them
after appropriate investigation.
o If the Audit Committee or the employee's supervisor, as the case may be,
determines that a violation has occurred, they will inform the Board of
Directors, in the case of a violation by a director or executive officer,
or the Chief Executive Officer, in the case of a violation by any other
employee.
Upon being notified that a violation has occurred, the Audit Committee or the
Chief Executive Officer, as the case may be, will take such disciplinary or
preventive action as it deems appropriate, up to and including dismissal or, in
the event of criminal or other serious violations of law, notification of
appropriate governmental authorities.
From time to time, the Company may waive some provisions of this Code. Any
waiver of the Code for executive officers or directors of the Company may be
made only by the Board of Directors and must be promptly disclosed as required
by the rules of the United States Securities and Exchange Commission and the
Nasdaq Stock Market. Any waiver for other employees may be made only by the
employee's supervisor or such other person as is designated by the Chief
Executive Officer.
VI. CORPORATE OPPORTUNITIES
Directors, officers and employees owe a duty to the Company to advance the
Company's business interests when the opportunity to do so arises. Directors,
officers and employees are prohibited from taking (or directing to a third
party) a business opportunity that is discovered through the use of corporate
property, information or position, unless the Company has already been offered
the opportunity and turned it down. More generally, directors, officers and
employees are prohibited from using corporate property, information or position
for personal gain and from competing with the Company.
Sometimes the line between personal and Company benefits is difficult to draw,
and sometimes there are both personal and Company benefits in certain
activities. Directors, officers and employees who intend to make use of Company
property or services in a manner not solely for the benefit of the Company
should consult beforehand with the Code of Ethics Contact Person.
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VII. CONFIDENTIALITY
In carrying out the Company's business, directors, officers and employees often
learn confidential or proprietary information about the Company, its customers,
clients, suppliers, or joint venture parties. Directors, officers and employees
must maintain the confidentiality of all information so entrusted to them,
except when disclosure is authorized or legally mandated. Confidential or
proprietary information of the Company, and of other companies, includes any
non-public information that would be harmful to the relevant company or useful
or helpful to competitors if disclosed.
VIII. FAIR DEALING
We have a history of succeeding through honest business competition. We do not
seek competitive advantages through illegal or unethical business practices.
Each director, officer and employee should endeavor to deal fairly with the
Company's customers, clients, service providers, suppliers, competitors and
employees. No director, officer or employee should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any unfair dealing practice.
IX. PROTECTION AND PROPER USE OF COMPANY ASSETS
All directors, officers and employees should protect the Company's assets and
ensure their efficient use. All Company assets should be used only for
legitimate business purposes.
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