Revised and Adopted December 4, 2013
CODE OF BUSINESS CONDUCT AND ETHICS
A MESSAGE FROM OUR PRESIDENT
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We at Patriot Transportation Holding, Inc., conduct business in strict
compliance with both the letter and the spirit of the law and with an
unwavering commitment to the highest standards of business and personal
ethics. Our Code of Business Conduct and Ethics (the "Code") reflects these
basic principles, but no code of conduct alone can address every possible
situation or assure compliance with these standards. Each of our employees
plays an important role in assuring compliance and in providing ethical
leadership.
An uncompromising adherence to ethical excellence is integral to
creating and sustaining the necessary strong foundation on which Patriot's
success is built and on which Patriot can grow and prosper.
Each Patriot employee is responsible for the consequences of his or her
actions. We must be honest and ethical in our personal conduct as well as
being guardians of Patriot's high ethical standards.
Leaders in Patriot have the extra responsibility of setting an example
by their personal conduct and attitude that conveys our ethical values. That
example leads us to treat employees, customers, prospects, suppliers and
competitors - with equal honesty and respect.
If you are unsure in any circumstance of the appropriate action, take
advantage of our open door policy and raise your concerns with management.
If you are still uncomfortable, follow the processes outlined in this Code.
Thompson S. Baker II
President and Chief Executive Officer
Patriot Transportation Holding, Inc.
APPLICABILITY
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This Code applies to, Patriot Transportation Holding, Inc. and each
of our subsidiaries, including:
- Florida Rock & Tank Lines, Inc.;
- FRP Development Corp.; and
- Florida Rock Properties, Inc.
In this Code, the terms "we," "our," "Patriot" and the "Company" refer to
Patriot Transportation Holding, Inc. and each of its subsidiaries. Each
reference to our employees includes the employees of each of our subsidiaries.
This Code cannot address every situation which may arise in the course
of business dealings. We expect our directors, officers and employees to use
good judgment, high ethical standards, honesty and common sense in carrying out
their duties and responsibilities.
If you are a supervisor or manager, you are responsible and accountable
for ensuring that your employees understand and comply with this Code.
As part of Patriot's commitment to ethics and compliance, all directors,
officers and employees of Patriot and its affiliated companies have a duty to
promptly report any actual or suspected misconduct. Failure to fulfill this
duty is a violation of this Code and may result in disciplinary measures up to
and including dismissal in appropriate cases.
CONFLICTS OF INTEREST
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Directors, officers and employees are expected to act and to make
decisions that are in Patriot's best interests and to avoid any situation
which may present a potential or actual conflict between the interests of
Patriot and their own personal interests.
A conflict of interest occurs when an individual's private interest
interferes, or appears to interfere, in any way with Patriot's interests. No
director, officer or employee should take any action that may make it difficult
for any such individual to perform his or her duties, responsibilities and
services in an objective and effective manner. No director, officer, or
employee is allowed to work for or provide services to any business engaged in
any of the following activities: (i) bulk tank transportation; (ii) ownership
of construction aggregates facilities for the purpose of leasing such
facilities to quarry operators in return for rental and royalty income; or
(iii) acquisition, construction, leasing and managing land and commercial
buildings in the Baltimore, Maryland/Washington, D.C. area (collectively, the
"company business"). No director, officer or employee, or any member of his or
her immediate family, may accept employment with any entity or acquire a
financial interest in any entity (excluding any entity in which such person
holds not more than 5% of any class of stock, if such stock is listed on a
national securities exchange) doing business with Patriot if the employment or
interest would conflict with the individual's performance of his or her duties
and responsibilities to Patriot.
A conflict of interest also arises when a director, officer or employee,
or any member of his or her family, receives improper personal benefits as a
result of his or her position with Patriot. In addition, Patriot is strictly
prohibited from extending any personal loans to, or guaranteeing the personal
obligations of, any director or officer.
Any director, officer or employee who may have a potential or apparent
conflict of interest with the Company immediately should contact and provide
to the Chief Financial Officer of the Company a written description of such
actual or potential conflict of interest. Directors, officers and employees
who fail to disclose all such conflicts of interest are subject to discipline,
including dismissal.
COMPETITION AND FAIR DEALING
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We seek to outperform our competition fairly and honestly. We seek
competitive advantages through superior performance, never through unethical
or illegal business practices. Stealing proprietary information, possessing
trade secret information that was obtained without the owner's consent, or
inducing such disclosures by past or present employees of other companies is
prohibited. Patriot personnel should endeavor to respect the rights of and
deal fairly with our tenants, customers, suppliers, competitors and employees.
Our personnel should not take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other intentional unfair-dealing practice.
The purpose of business entertainment and gifts in a commercial setting
is to create good will and sound working relationships, not to gain unfair
advantage with customers or vendors. No gift or entertainment should ever be
offered, given, provided or accepted by any employee, family member of an
employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or
regulations or any gift policy that we may adopt from time to time. No
employee should ever under any circumstances request a gift or free services
from a vendor. Please discuss with your supervisor any gifts or proposed
gifts which you are not certain are appropriate.
CORPORATE OPPORTUNITIES
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Directors, officers and employees are strictly prohibited from: (i)
taking for themselves or personally benefiting from, opportunities that are
discovered through the use of Company property, information or his or her
position with the Company, (ii) using Company property, information, or his
or her position with the Company for personal gain, and (iii) competing with
the Company.
Directors, officers and employees owe a duty to the Company to advance
its legitimate interests when a corporate opportunity arises. If a director,
officer or employee is presented with a business opportunity competitive with
the "company business" (as that term is defined in the Section of this Code
titled "Conflicts of Interest") from which the Company could, in the course
of its business, profit, such individual must present the opportunity to the
President of the Company.
CONFIDENTIALITY
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Our success is highly dependent on maintaining the integrity of our
confidential information and ensuring that such information is used only for
its intended purposes. We often enter into confidentiality agreements with
our customers in which we agree to preserve the confidentiality of their
confidential information. Directors, officers and employees must maintain,
and not improperly use or disclose, the confidentiality of information
entrusted to them by us (including confidential information of our customers),
except when such disclosure is mandated by the law. Confidential information
includes all non-public information that might be useful to our competitors or
harmful to us or our customers, if disclosed.
PROTECTION AND PROPER USE OF THE COMPANY'S ASSETS
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Employees should protect our assets, including computers and related
information technology assets, and ensure their efficient and effective use.
Theft, loss, misuse, carelessness and waste have a direct impact on our
success and profitability. We have acquired our assets for the sole purpose
of conducting our business and operations. Our assets may not be used for
personal benefit and may not be sold, loaned, given away, or disposed of
without proper authorization. All of our assets should be used only for
legitimate purposes and in accordance with established Company policies.
ACCURATE AND COMPLETE ACCOUNTING
--------------------------------
Our accounting records must follow generally accepted accounting
principles (GAAP) and other laws and regulations such as those of the
Internal Revenue Service and the Securities and Exchange Commission. Laws
and regulations require us to have and maintain internal controls to ensure
the integrity of its financial statements. You are required to adhere to the
following policies:
- All financial transactions (such as sales, leases or purchases) must
be recorded truthfully, accurately, in a timely fashion and in sufficient
detail so that our accounting records are reliable and fairly reflect the
nature of the transactions.
- You may not make any false or misleading entries or maintain any
unrecorded or secret fund, reserve, asset or account for any purpose.
- You may not make any payment or transfer of funds or assets for any
purpose other than that described in the documents supporting the payment or
transfer.
- No invoices believed to be false or fictitious may be paid.
- It is unlawful for you to fraudulently induce, coerce or mislead our
independent public accountants to make our financial statements misleading.
Suspected breaches of improper treatment of an accounting transaction must be
reported and investigated. We will not retaliate against any employee for
filing a good faith complaint or for cooperating in an investigation of an
alleged violation and will not tolerate or permit retaliation by management,
employees or co-workers.
RECORD RETENTION
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We will retain all books, records and statements in accordance with our
record retention policies and all applicable laws and regulations. In some
cases, it is a crime to alter, destroy, modify or conceal documentation or
other objects that are relevant to litigation or a government investigation,
including not only formal reports but all less formal data such as e-mails,
expense reports and internal memos. If you are informed that information in
your possession is the subject of litigation or a government investigation,
or if you have other reasons to believe that such information may be involved
in a judicial proceeding, no matter whether you think it is relevant or not,
you are prohibited from making any effort to alter, destroy, modify or
conceal that information.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
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Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. All Company personnel must
respect and obey the laws of the cities, states and countries in which we
operate. This includes, but is not limited to, laws on bribery and kickbacks,
illegal political contributions and antitrust laws. Although not all Company
personnel are expected to know the details of these laws, it is important to
know enough to determine when to seek advice from supervisors, managers or
other appropriate personnel.
INSIDER TRADING
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Directors, officers and employees must not trade in the securities of
the Company or any other entity on the basis of non-public, confidential
information acquired as a result of his or her position with the Company.
"Insider trading" is a serious criminal offense and constitutes an unethical
behavior. Insider trading occurs, for example, when a person trades securities
while in possession of material, non-public information about the company
involved. Information is "material" if it would affect an average person's
decision whether to buy, hold or sell a security. Information is "non-public"
if it has not been released to or absorbed by the investing public.
We strictly prohibit and will not tolerate insider trading by our
directors, officers or employees. Please refer to our "Securities Trading
Policy" for more information on our insider trading policies. If a question
arises regarding the Securities Trading Policies, contact the Chief Financial
Officer at (904) 858-9164 for assistance.
REPORTING OF UNETHICAL BEHAVIOR AND ACCOUNTING MATTERS
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We encourage our directors, officers, and employees to talk with
supervisors, managers, senior executive officers, committee members or any
other appropriate person if there is any doubt about the best course of
action for any particular situation. In addition, all directors, officers and
employees should report all violations of any law, rule, regulation, listing
standard or provisions of this Code. If the matter cannot be reported to these
persons, then the individual should contact the Compliance Hotline at
1-800-750-4972 at any time.
We encourage our directors, officers and employees to report any concerns
they may have regarding questionable accounting or auditing matters. We have
established controlled procedures to ensure that all such reports are
confidential and anonymous.
No director, officer or employee will suffer retaliation in any form for
reporting concerns in good faith. We will take appropriate corrective and/or
disciplinary action against any person who retaliates against any director,
officer or employee who reports a suspected violation of any law, rule,
regulation, listing standard, or provision of this Code.
COMPLIANCE AND WAIVERS
----------------------
We require our directors, officers and employees to strictly comply
with this Code. Failure to comply may subject these persons to disciplinary
action, including dismissal, as well as possible civil and criminal action.
The Board of Directors may grant to any director, officer or employee a
waiver of any provision set forth in this Code. Any such waiver may be granted
in the reasonable discretion of the Board of Directors. All such waivers
granted to any officer or director must be promptly disclosed to the
shareholders of the Company and as otherwise required by applicable laws and
listing standards.