Exhibit 14
Mace Security International, Inc.
Code of Ethics and Business Conduct
The following sets forth Mace's code for ethical conduct. The Code
applies to all employees of Mace, including its directors, the Chief Executive
Officer, the Chief Financial Officer, and the Chief Accounting Officer. If any
employee is aware of a violation of this Code, the violation should be reported
to the Company's General Counsel or to the Ethics Hotline at 1-866-494-3161 Pin
Number 402.
The Hotline Number is administered by ENI, an independent third party
company, which will transcribe the call and provide the transcript directly to
the Chairman of Mace's Ethics and Corporate Governance Committee. Hotline calls
may be made on a no name basis.
------------------------------------------------------------------------
Obey the Law
The Company and its employees will conduct business in accordance with all
applicable laws and regulations. Compliance with the law does not comprise our
entire ethical responsibility. Rather, it is a minimum, absolute essential
condition for performance of our duties.
------------------------------------------------------------------------
Keep Accurate and Complete Records
We must maintain accurate and complete Company records. Transactions between the
Company and outside individuals and organizations must be promptly and
accurately entered in our books in accordance with generally accepted accounting
practices and principles. No one should rationalize or even consider
misrepresenting facts or falsifying records. It will not be tolerated and will
result in disciplinary action. All employees and supervisors involved in
preparing financial records and reports shall provide their constituents,
whether internal managers, outside auditors, or public investors, with
information that is accurate, complete, objective, relevant, timely and
understandable.
No one should rationalize or even consider misrepresenting facts or falsifying
records.
------------------------------------------------------------------------
Provide Accurate Public Reports
All employees and, particularly, accounting employees and supervisors, the Chief
Executive Officer, the Chief Financial Officer and the Chief Accounting Officer,
play an important role in the Company's effort to provide fair, accurate and
timely financial reports to the public and to the Securities Exchange
Commission. Any employee who becomes aware of an inaccuracy in any public
report, or is aware that it has not been timely filed, should report this
information to the Company's General Counsel, the Ethics Hotline or the Chairman
of the Ethics and Corporate Governance Committee, at the employee's option. Any
action, which could cause the Company to report inaccurate or untimely
information, is grounds for disciplinary action, up to and including dismissal.
Record Costs Properly
Employees and their supervisors are responsible for ensuring that travel,
expense, labor and material costs are accurately recorded and charged on the
Company's records.
Employees and their supervisors are responsible for the accuracy of their
entries in the Company's records.
------------------------------------------------------------------------
Avoid Illegal and Questionable Gifts or Favors
The sale of Company products and services and the purchase of supplies and
inventory should always be free from even the perception that favorable
treatment was sought, received, or given in exchange for the furnishing or
receipt of business courtesies. Employees will neither give nor accept business
courtesies that constitute, or could be reasonably perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
the Company or customer or supplier, or could cause embarrassment to or reflect
negatively on the Company's reputation.
Employees are prohibited from accepting, offering or giving tangible gifts
(including tickets to sporting, recreational, or other events) having a market
value of $100.00 or more, to a person or entity with which the Company does or
seeks to do business, unless specifically approved (i) by his or her supervisor,
and the Company's General Counsel, if the employee is not an Executive Officer
or Director, or (ii) by the Chairman of the Ethics Committee, if the employee is
a Director or an Executive Officer.
------------------------------------------------------------------------
Steer Clear of Conflicts of Interest
Playing favorites or having conflicts of interest -- in practice or appearance -
runs counter to the fair treatment to which we are all entitled. Employees must
avoid any relationship, influence, or activity that might impair, or even appear
to impair, the employee's ability to make objective and fair decisions when
performing his or her job. Conflict of interest laws and regulations must be
fully and carefully observed. When in doubt, consult corporate and company
policies and procedures, and share the facts of the situation with your
supervisor, the General Counsel or Chairman of the Ethics and Corporate
Governance Committee.
2
The following items should be considered as a conflict of interest, unless a
waiver is obtained:
>> Employment by a competitor or potential competitor, regardless of the
nature of the employment, while employed by the Company.
>> Acceptance of gifts, payment, or services from those seeking to do
business with the Company.
>> Placement of business with a firm owned or controlled by an employee
or his/her family.
>> Ownership of, or substantial interest in, a company which is a
customer, competitor or supplier.
>> Acting as a consultant to a Company customer or supplier.
------------------------------------------------------------------------
Maintain the Integrity of Consultants, Agents, and Representatives
Business integrity is a key standard for the selection and retention of those
who represent the Company. Accounting firms, legal firms, agents, sales
representatives, or consultants must certify their willingness to comply with
the Company's policies and procedures and must never be retained to circumvent
the Company's policies and procedures.
------------------------------------------------------------------------
Protect Proprietary Information
Employees may not disclose proprietary Company information to anyone without
proper authorization. Employees must keep proprietary documents protected and
secure. In the course of normal business activities, suppliers, customers, and
competitors may sometimes divulge information that is proprietary to their
business. Employees must respect these confidences. All employees must be
familiar with and follow the guidelines set forth in the Company's Confidential
Information Policy.
------------------------------------------------------------------------
Obtain and Use Company and Customer Assets Wisely
Proper use of Company and customer property, electronic communication systems,
information resources, material, facilities, and equipment is each employee's
responsibility. Employees must use and maintain Company assets with the utmost
care and respect, guarding against waste and abuse. Employees may not borrow or
remove Company assets, unless there is a Company business purpose and the
permission of the employee's supervisor is obtained.
All employees are responsible for complying with the requirements of software
copyright licenses related to software packages used in fulfilling job
requirements.
------------------------------------------------------------------------
3
Do Not Engage in Speculative or Insider Trading
The Company as a publicly-owned company, must always be alert to and comply with
the security laws and regulations of the United States and the various states
and stock markets.
It is against the law for employees to buy or sell Company stock based on
material, non-public "insider" information about or involving the Company.
Employees may not speculate in the securities of the Company when aware of
information affecting the Company's business that has not been publicly
released. This includes all varieties of stock trading such as options, puts and
calls, straddles, selling short, etc. Employees may not use non-public
information for personal gain and may not pass along such information to someone
else who has no need to know. All employees must be familiar with and follow the
guidelines set forth in the Company's Insider Trading Policy.
This guidance also applies to the securities of other companies (suppliers,
vendors, subcontractors, etc.) for which employees receive information in the
course of your employment at the Company.
------------------------------------------------------------------------
Promote a Positive Work Environment
All employees want and deserve a workplace where they feel respected, satisfied,
and appreciated. As a national enterprise, we respect cultural diversity and
recognize that the various localities in which we do business may have different
legal provisions pertaining to the workplace. As such, we will adhere to the
limitations specified by law in all of our localities, and further, we will not
tolerate harassment or discrimination of any kind -- especially involving race,
color, religion, gender, age, national origin, disability, and veteran or
marital status.
Providing an environment that supports honesty, integrity, respect, trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in our workplace. While everyone who works for the Company must contribute to
the creation and maintenance of such an environment, our executives and
management personnel assume special responsibility for fostering a work
environment that is free from the fear of retribution and will bring out the
best in all of us. Supervisors must be careful in words and conduct to avoid
placing, or seeming to place, pressure on subordinates that could cause them to
deviate from acceptable ethical behavior. All employees must be familiar with
and follow the guidelines set forth in the Company's Equal Employment
Opportunity Policy.
------------------------------------------------------------------------
4
Violations
Any employee who violates a provision of the Code is subject to applicable
disciplinary action up to and including termination. Directors and Executive
Officers who violate a provision of this Code are subject to such sanction as
the Board of Directors decides to impose. The Company also preserves and
reserves its other rights and remedies against any individual who violates any
provision of this Code.
Procedures
Questions regarding this Code may be directed to the Company's General Counsel.
Questions from Directors and Executive Officers may also be discussed with the
Chairman of the Ethics and Corporate Governance Committee. Executive Officers
are the Company's, Chief Executive Officer, Chief Operations Officer, Chief
Financial Officer and Chief Accounting Officer.
Investigations of violations of the Code, interpretations regarding the Code,
enforcement of the Code and waiver requests regarding the Code will be
conducted, issued, and administered by the Ethics and Corporate Governance
Committee where a Director or Executive Officer is involved.
Investigations of violations of the Code, interpretations regarding the Code,
enforcement of the Code and waiver requests regarding the Code will be
conducted, issued, and administered by the General Counsel in consultation with
the Chairman of the Ethics and Corporate Governance Committee where an employee
other than a Director or Executive Officer is involved.
Code violations concerning or relating to accounting or auditing matters will be
referred to the Company's Audit Committee.
Complaints concerning violations of the Code may be made verbally or in writing
to the General Counsel or verbally to the Ethics Hotline. Interpretation
requests and waiver requests must be made in writing.
The Company's General Counsel is Robert M. Kramer. Mr. Kramer's telephone number
is (856) 778-2300, ext. 15. The General Counsel's address and e-mail address is
as follows: Mace Security International, Inc. 1000 Crawford Place, Suite 400,
Mt. Laurel, NJ 08054, kramerr@mace-security.com.
When you contact the General Counsel or Ethics Hotline:
>> Your communication will be protected to the greatest extent possible.
>> Your concerns will be seriously addressed and, if not resolved at the
time you call, you will be informed of the outcome, if you provide
your identity.
>> You need not identify yourself.
5
Remember, there's never a penalty for calling the General Counsel or Ethics
Hotline. People in a position of authority can't stop you; if they try, they
will be subject to disciplinary action up to and including dismissal.
------------------------------------------------------------------------
6