Exhibit 14.1
FRANKLIN STREET PROPERTIES CORP.
CODE OF BUSINESS CONDUCT AND ETHICS
This Code of Business Conduct and Ethics (the "Code") sets forth legal and
ethical standards of conduct for directors, officers and employees of Franklin
Street Properties Corp. (the "Company"). This Code is intended to deter
wrongdoing and to promote the conduct of all Company business in accordance with
high standards of integrity and in compliance with all applicable laws and
regulations. This Code applies to the Company and all of its subsidiaries and
other business entities controlled by it worldwide.
If you have any questions regarding this Code or its application to you in
any situation, you should contact Barbara Fournier or Donna Brownell.
Compliance with Laws, Rules and Regulations
The Company requires that all employees, officers and directors comply
with all laws, rules and regulations applicable to the Company wherever it does
business. You are expected to use good judgment and common sense in seeking to
comply with all applicable laws, rules and regulations and to ask for advice
when you are uncertain about them.
If you become aware of the violation of any law, rule or regulation by the
Company, whether by its officers, employees, directors, or any third party doing
business on behalf of the Company, it is your responsibility to promptly report
the matter to Barbara Fournier or Donna Brownell. While it is the Company's
desire to address matters internally, nothing in this Code should discourage you
from reporting any illegal activity, including any violation of the securities
laws, antitrust laws, environmental laws or any other federal, state or foreign
law, rule or regulation, to the appropriate regulatory authority. Employees,
officers and directors shall not discharge, demote, suspend, threaten, harass or
in any other manner discriminate or retaliate against an employee because he or
she reports any such violation, unless it is determined that the report was made
with knowledge that it was false. This Code should not be construed to prohibit
you from testifying, participating or otherwise assisting in any state or
federal administrative, judicial or legislative proceeding or investigation.
Conflicts of Interest
Employees, officers and directors must act in the best interests of the
Company. You must refrain from engaging in any activity or having a personal
interest that presents a "conflict of interest." A conflict of interest occurs
when your personal interest interferes with the interests of the Company. A
conflict of interest can arise whenever you, as an officer, director or
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employee, take action or have an interest that prevents you from performing your
Company duties and responsibilities honestly, objectively and effectively.
For example:
o No employee, officer or director shall perform services as a
consultant, employee, officer, director, advisor or in any other
capacity for, or have a financial interest in, a direct competitor
of the Company, other than services performed at the request of the
Company and other than a financial interest representing less than
one percent (1%) of the outstanding shares of a publicly-held
company; and
o No employee, officer or director shall use his or her position with
the Company to influence a transaction with a supplier or customer
in which such person has any personal interest, other than a
financial interest representing less than one percent (1%) of the
outstanding shares of a publicly-held company.
Please note that a conflict of interest will not be deemed to have arisen
(1) if you serve as an officer or director of another entity (whether or not
affiliated with the Company) at the request of the Company or (2) by virtue of
your ownership of the stock of entities that the Company either sponsors or that
are marketed and/or sold by the Company's broker/dealer subsidiary. It is your
responsibility to disclose any material transaction or relationship that
reasonably could be expected to give rise to a conflict of interest to Barbara
Fournier or, if you are an executive officer or director, to the Board of
Directors, who shall be responsible for determining whether such transaction or
relationship constitutes a conflict of interest.
Insider Trading
Employees, officers and directors who have material non-public information
about the Company or other companies, including our suppliers and investors, as
a result of their relationship with the Company are prohibited by law and
Company policy from trading in securities of the Company or such other
companies, as well as from communicating such information to others who might
trade on the basis of that information. To help ensure that you do not engage in
prohibited insider trading and avoid even the appearance of an improper
transaction, the Company has adopted an Insider Trading Policy, which is
available upon request to Donna Brownell.
If you are uncertain about the constraints on your purchase or sale of any
Company securities or the securities of any other company that you are familiar
with by virtue of your relationship with the Company, you should consult with
Barbara Fournier before making any such purchase or sale.
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Confidentiality
Employees, officers and directors must maintain the confidentiality of
confidential information entrusted to them by the Company or other companies,
including our suppliers and investors, except when disclosure is authorized by a
supervisor or legally mandated. Unauthorized disclosure of any confidential
information is prohibited. Additionally, employees should take appropriate
precautions to ensure that confidential or sensitive business information,
whether it is proprietary to the Company or another company, is not communicated
within the Company except to employees who have a need to know such information
to perform their responsibilities for the Company.
Third parties may ask you for information concerning the Company. Subject
to the exceptions noted in the preceding paragraph, employees, officers and
directors (other than the Company's authorized spokespersons) must not discuss
internal Company matters with, or disseminate internal Company information to,
anyone outside the Company other than the Company's attorneys, auditors or
similar professional service providers, except as required in the performance of
their Company duties and after an appropriate confidentiality agreement is in
place. This prohibition applies particularly to inquiries concerning the Company
from the media, market professionals (such as securities analysts, institutional
investors, investment advisers, brokers and dealers) and security holders. All
responses to inquiries on behalf of the Company must be made only by the
Company's authorized spokespersons. If you receive any inquiries of this nature,
you must decline to comment and refer the inquirer to your supervisor or one of
the Company's authorized spokespersons.
You also must abide by any lawful obligations that you have to any former
employer. These obligations may include restrictions on the use and disclosure
of confidential information, restrictions on the solicitation of former
colleagues to work at the Company and non-competition obligations.
Honest and Ethical Conduct and Fair Dealing
Employees, officers and directors should endeavor to deal honestly,
ethically and fairly with the Company's suppliers, investors, competitors and
employees. Statements regarding the Company's real estate products and other
services must not be untrue, misleading, deceptive or fraudulent. You must not
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other
unfair-dealing practice.
Protection and Proper Use of Corporate Assets
Employees, officers and directors should seek to protect the Company's
assets. Theft, carelessness and waste have a direct impact on the Company's
financial performance. Employees, officers and directors must use the Company's
assets and services solely for legitimate business purposes of the Company and
not for any personal benefit or the personal benefit of anyone else.
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Employees, officers and directors must advance the Company's legitimate
interests when the opportunity to do so arises. You must not take for yourself
personal opportunities that are discovered through your position with the
Company or the use of property or information of the Company.
Gifts and Gratuities
The use of Company funds or assets for gifts, gratuities or other favors
to employees or government officials is prohibited, except to the extent such
gifts are in compliance with applicable law, insignificant in amount and not
given in consideration or expectation of any action by the recipient.
Employees, officers and directors must not accept, or permit any member of
his or her immediate family to accept, any gifts, gratuities or other favors
from any customer, supplier or other person doing or seeking to do business with
the Company, other than items of insignificant value. Any gifts that are not of
insignificant value should be returned immediately and reported to your
supervisor. If immediate return is not practical, they should be given to the
Company for charitable disposition or such other disposition as the Company, in
its sole discretion, believes appropriate.
Common sense and moderation should prevail in business entertainment
engaged in on behalf of the Company. Employees, officers and directors should
provide, or accept, business entertainment to or from anyone doing business with
the Company only if the entertainment is infrequent, modest and intended to
serve legitimate business goals.
Bribes and kickbacks are criminal acts, strictly prohibited by law. You
must not offer, give, solicit or receive any form of bribe or kickback anywhere
in the world.
Accuracy of Books and Records and Public Reports
Employees, officers and directors must honestly and accurately report all
business transactions. You are responsible for the accuracy of your records and
reports. Accurate information is essential to the Company's ability to meet
legal and regulatory obligations.
All Company books, records and accounts shall be maintained in accordance
with all applicable regulations and standards and accurately reflect the true
nature of the transactions they record. The financial statements of the Company
shall conform to generally accepted accounting principles and the Company's
accounting policies. No undisclosed or unrecorded account or fund shall be
established for any purpose. No false or misleading entries shall be made in the
Company's books or records for any reason, and no disbursement of corporate
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funds or other corporate property shall be made without adequate supporting
documentation.
It is the policy of the Company to provide full, fair, accurate, timely
and understandable disclosure in reports and documents filed with, or submitted
to, the Securities and Exchange Commission and in other public communications.
Concerns Regarding Accounting or Auditing Matters
Employees with concerns regarding questionable accounting or auditing
matters or complaints regarding accounting, internal accounting controls or
auditing matters may confidentially, and anonymously if they wish, submit such
concerns or complaints directly to John Burke, the Company's Chairman of the
Audit Committee, by phone, facsimile, e-mail or mail (phone: 781-741-8887,
facsimile: 781-741-2564; e-mail: jburke@jburkeCPAs.com; mail: John Burke CPA,
P.C., 175 Derby Street, Suite 19, Hingham, MA 02043. All such concerns and
complaints will be reviewed with the members of the Audit Committee of the Board
of Directors. The Audit Committee will evaluate the merits of any concerns or
complaints received by it and authorize such follow-up actions, if any, as it
deems necessary or appropriate to address the substance of the concern or
compliant.
A record of all complaints and concerns received and action taken will be
documented and maintained by the Audit Committee.
The Company will not discipline, discriminate against or retaliate against
any employee who reports a complaint or concern, unless it is determined that
the report was made with knowledge that it was false.
Dealings with Independent Auditors
No employee, officer or director shall, directly or indirectly, make or
cause to be made a materially false or misleading statement to an accountant in
connection with (or omit to state, or cause another person to omit to state, any
material fact necessary in order to make statements made, in light of the
circumstances under which such statements were made, not misleading to, an
accountant in connection with) any audit, review or examination of the Company's
financial statements or the preparation or filing of any document or report with
the SEC. No employee, officer or director shall, directly or indirectly, take
any action to coerce, manipulate, mislead or fraudulently influence any
independent public or certified public accountant engaged in the performance of
an audit or review of the Company's financial statement.
Waivers of this Code of Business Conduct and Ethics
While some of the policies contained in this Code must be strictly adhered
to and no exceptions can be allowed, in other cases exceptions may be
appropriate. Any employee or officer who believes that an exception to any of
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these policies is appropriate in his or her case should first contact his or her
immediate supervisor. If the supervisor agrees that an exception is appropriate,
the approval of Barbara Fournier, the Company's Chief Operating Officer must be
obtained. Ms. Fournier shall be responsible for maintaining a record of all
requests for exceptions to any of these policies and the disposition of such
requests.
Any executive officer or director who seeks an exception to any of these
policies should contact Ms. Fournier. Any waiver of this Code for executive
officers or directors or any change to this Code that applies to executive
officers or directors may be made only by the Board of Directors of the Company
and will be disclosed as required by law or stock exchange regulation.
Reporting and Compliance Procedures
Every employee, officer and director has the responsibility to ask
questions, seek guidance, report suspected violations and express concerns
regarding compliance with this Code. Any employee, officer or director who knows
or believes that any other employee or representative of the Company has engaged
or is engaging in Company-related conduct that violates applicable law or this
Code should report such information to his or her supervisor or to Ms. Fournier,
the Company's Chief Operating Officer, as described below. You may report such
conduct openly or anonymously without fear of retaliation. The Company will not
discipline, discriminate against or retaliate against any employee who reports
such conduct, unless it is determined that the report was made with knowledge
that it was false, or who cooperates in any investigation or inquiry regarding
such conduct. Any supervisor who receives a report of a violation of this Code
must immediately inform Ms. Fournier.
You may report violations of this Code, on a confidential or anonymous
basis, by contacting Ms. Fournier by fax, mail or e-mail at: 401 Edgewater
Place, Suite 200, Wakefield, MA 01880; facsimile: 781-246-2807; e-mail:
bfournier@franklinstreetproperties.com. While we prefer that you identify
yourself when reporting violations so that we may follow up with you, as
necessary, for additional information, you may leave messages anonymously if you
wish by calling 781-557-1302 after 6:00 P.M.
If Barbara Fournier receives information regarding an alleged violation of
this Code, she shall, as appropriate, (a) evaluate such information, (b) if the
alleged violation involves an executive officer or a director, inform the Chief
Executive Officer and Board of Directors of the alleged violation, (c) determine
whether it is necessary to conduct an informal inquiry or a formal investigation
and, if so, initiate such inquiry or investigation and (d) report the results of
any such inquiry or investigation, together with a recommendation as to
disposition of the matter, to the members of the Audit Committee for action, or
if the alleged violation involves an executive officer or a director, report the
results of any such inquiry or investigation to the Board of Directors or a
committee thereof. Employees, officers and directors are expected to cooperate
fully with any inquiry or investigation by the Company regarding an alleged
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violation of this Code. Failure to cooperate with any such inquiry or
investigation may result in disciplinary action, up to and including discharge.
The Company shall determine whether violations of this Code have occurred
and, if so, shall determine the disciplinary measures to be taken against any
employee who has violated this Code. In the event that the alleged violation
involves an executive officer or a director, the Chief Executive Officer and the
Board of Directors, respectively, shall determine whether a violation of this
Code has occurred and, if so, shall determine the disciplinary measures to be
taken against such executive officer or director.
Failure to comply with the standards outlined in this Code will result in
disciplinary action including, but not limited to, reprimands, warnings,
probation or suspension without pay, demotions, reductions in salary, discharge
and restitution. Certain violations of this Code may require the Company to
refer the matter to the appropriate governmental or regulatory authorities for
investigation or prosecution. Moreover, any supervisor who directs or approves
of any conduct in violation of this Code, or who has knowledge of such conduct
and does not immediately report it, also will be subject to disciplinary action,
up to and including discharge.
Dissemination and Amendment
This Code shall be distributed to each new employee, officer and director
of the Company upon commencement of his or her employment or other relationship
with the Company and shall also be distributed annually to each employee,
officer and director of the Company, and each employee, officer and director
shall certify that he or she has received, read and understood the Code and has
complied with its terms.
The Company reserves the right to amend, alter or terminate this Code at
any time for any reason. A hard or soft copy of the most current version of this
Code can be obtained by contacting Donna Brownell.
This document is not an employment contract between the Company and any of
its employees, officers or directors.
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Certification
I, ______________________________ do hereby certify that:
(Print Name Above)
1. I have received and carefully read the Code of Business Conduct and
Ethics of Franklin Street Properties Corp.
2. I understand the Code of Business Conduct and Ethics.
3. I will comply with the terms of the Code of Business Conduct and
Ethics.
Date: __________________________ __________________________________
(Signature)
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