GENERAL
PHILOSOPHY
The honesty, integrity and sound
judgment of our employees, officers and directors is essential
to Armanino Foods' reputation and success.
This Code of Ethics governs the
actions and working relationships of Armanino Foods employees,
officers and directors with current and potential customers,
consumers, fellow employees, competitors, government, the media,
and anyone else with whom Armanino Foods has contact. These
relationships are essential to the continued success of Armanino
Foods.
THIS CODE OF ETHICS
• Requires the highest standards
for honest and ethical conduct, including proper and ethical
procedures for dealing with actual or apparent conflicts of
interest between personal and professional relationships.
• Requires full, fair, accurate,
timely and understandable disclosure in the periodic reports
required to be filed by Armanino Foods with governmental and
regulatory agencies.
• Requires compliance with
applicable laws, rules and regulations.
• Addresses potential or apparent
conflicts of interest and provides guidance for employees,
officers and directors to communicate those conflicts to
Armanino Foods.
• Addresses misuse or
misapplication of Armanino Foods property and corporate
opportunities.
• Requires the highest level of
confidentiality and fair dealing within and outside the Armanino
Foods environment.
• Requires reporting of any
illegal behavior.
CONFLICTS OF INTEREST
A "conflict of interest" occurs when your private
interest interferes or appears to interfere in any way with the
interests of Armanino Foods. You are expected to avoid all
situations that might lead to a real or apparent conflict
between your self-interest and your duties and responsibilities
as an employee, officer or director of Armanino Foods. Any
position or interest, financial or otherwise, which could
conflict with your performance as an employee, officer or
director of Armanino Foods, or which affects or may affect your
independence or judgement concerning transactions between
Armanino Foods, its customers, suppliers or competitors or
otherwise reflects negatively on Armanino Foods would be
considered a conflict of interest.
CONFIDENTIALITY
Nonpublic information regarding
Armanino Foods or its businesses, employees, customers and
suppliers is confidential. As an Armanino Foods employee,
officer or director, you are trusted with confidential
information. You are only to use such confidential information
for the business purpose intended. You are not to share
confidential information with anyone outside of Armanino Foods,
including family and friends, or with other employees who do not
need the information to carry out their duties. You may be
required to sign a specific confidentiality agreement in the
course of your employment at Armanino Foods. You remain under an
obligation to keep all information confidential even if your
employment with Armanino Foods ends.
The following is a non-exclusive list of confidential
information:
(i) Trade secrets, which include any
business or technical information, such as formula, program,
method, technique, compilation or information that is valuable
because it is not generally known.
(ii) All rights to any invention or
process developed by an employee using Armanino Foods facilities
or trade secret information, resulting from any work for
Armanino Foods, or relating to Armanino Foods' business, is
considered to be "work-for-hire" under the United
States copyright laws and shall belong to Armanino Foods.
(iii) Proprietary information such as
customer lists and customers confidential information.
CORPORATE OPPORTUNITIES
Using confidential information about Armanino Foods or its businesses,
employees, officers, directors, customers, consumers or suppliers for
personal benefit or disclosing such information to others outside your
normal duties is prohibited.
Title 18 U.S. Code, Section 215, makes it a criminal offense for any
Armanino Foods employees to corruptly:
(i) solicit for himself or herself or for a third party anything of
value from anyone in return for any business, service or confidential
information of Armanino Foods; or
(ii) accept anything of value (other than normal authorized
compensation) from anyone in connection with the business of Armanino
Foods, either before or after a transaction is discussed or consummated.
Employees, officers and directors are prohibited from:
(i) Personally benefiting from opportunities that are discovered
through the use of Armanino Foods property, contacts, information or
position.
(ii) Accepting employment or engaging in a business (including
consulting or similar arrangements) that may conflict with the
performance of your duties or Armanino Foods' interest.
(iii) Soliciting, demanding, accepting or agreeing to accept, anything
of value from any person in conjunction with the performance of your
employment or duties at Armanino Foods.
(iv) Acting on behalf of Armanino Foods in any transaction in which you
or your immediate family has a significant direct or indirect financial
interest.
There are certain situations in which you may accept a personal benefit
from someone with whom you transact business such as:
(i) Accepting a gift in recognition of a commonly recognized event or
occasion (such as a promotion, new job, wedding, retirement or holiday).
An award in recognition of service and accomplishment may also be
accepted without violating these guidelines so long as the gift does not
exceed $100 from any one individual in any calendar year.
(ii) Accepting something of value if the benefit is available to the
general public under the same conditions on which it is available to
you.
(iii) Accepting meals, refreshments, travel arrangements and
accommodations and entertainment of reasonable value in the course of a
meeting or other occasion to conduct business or foster business
relations if the expense would be reimbursed by Armanino Foods as a
business expense if the other party did not pay for it.
INSIDER TRADING
It is both unethical and illegal
to buy, sell, trade or otherwise participate in transactions
involving Armanino Foods common stock or other security while in
possession of information concerning Armanino Foods that has not
been released to the general public, but which when released may
have an impact on the market price of the Armanino Foods common
stock or other equity security. It is also unethical and illegal
to buy, sell, trade or otherwise participate in transactions
involving the common stock or other security of any other
company while in possession of similar non-public information
concerning such company. Any questions concerning the propriety
of participating in a Armanino Foods or other company stock or
other security transaction should be directed to Human Resources
Department, on behalf of Armanino Foods, at (510) 441-9300.
OUTSIDE BUSINESS
RELATIONSHIPS
Before agreeing to act as a
director, officer, consultant, or advisor for any other business
organization, you should notify your immediate supervisor.
Directors should disclose all new
directorships or potential directorships to the Chairman of the
Board of Directors in order to avoid any conflicts of interest
and to maintain independence.
Armanino Foods encourages civic,
charitable, educational and political activities as long as they
do not interfere with the performance of your duties at Armanino
Foods. Before agreeing to participate in any civic or political
activities, you should contact your immediate supervisor.
Employees who are considering
outside employment should notify their manager or supervisor.
Managers will review outside employment requests for potential
conflicts of interest.
FAIR DEALING
Each employee, officer and
director should undertake to deal fairly with Armanino Foods'
customers, suppliers, competitors and employees. Additionally,
no one should take advantage of another through manipulation,
concealment, abuse of privileged information, misrepresentation
of material facts, or any other unfair-dealing practices.
Employees must disclose prior to
or at their time of hire the existence of any employment
agreement, non-compete or non-solicitation agreement,
confidentiality agreement or similar agreement(s) with a former
employer that in any way restricts or prohibits the performance
of any duties or responsibilities of their positions with
Armanino Foods. Copies of such agreement should be provided to
Human Resources to permit evaluation of the agreement in light
of the employee's position. In no event shall an employee use
any trade secrets, proprietary information or other similar
property, acquired in the course of his or her employment with
another employer, in the performance if his or her duties for or
on behalf of Armanino Foods.
PROTECTION AND PROPER USE OF
ARMANINO FOODS' PROPERTY
All employees, officers and
directors should protect Armanino Foods' property and assets and
ensure their efficient and proper use. Theft, carelessness and
waste can directly impact Armanino Foods' profitability,
reputation and success. Permitting Armanino Foods property
(including data transmitted or stored electronically and
computer resources) to be damaged, lost, or used in an
unauthorized manner is strictly prohibited. Employees, officer
and directors may not use corporate, bank or other official
stationary for personal purposes.
COMPLIANCE WITH LAWS, RULES AND
REGULATIONS
This Code of Ethics is based on
Armanino Foods' policy that all employees, officers and
directors comply with the law. While the law prescribes a
minimum standard of conduct, this Code of Ethics requires
conduct that often exceeds the legal standard.
REPORTING OF ILLEGAL OR
UNETHICAL BEHAVIOR
Armanino Foods recognizes that
its customers must have faith and confidence in the honesty and
character of its employees, officers and directors. In addition
to the importance of maintaining customer confidence, there are
specific laws that outline the actions Armanino Foods must take
regarding any known, or suspected, crime involving the affairs
of Armanino Foods. In particular, fraud is an element of
business that can significantly affect the reputation and
success of Armanino Foods.
Armanino Foods requires its
employees, officers and directors to talk to supervisors,
managers or other appropriate personnel to report and discuss
any known or suspected criminal activity involving Armanino
Foods or its employees. If, during the course of employment, you
have any concerns or complaints regarding questionable
accounting, internal accounting controls or auditing matters,
you should submit a complaint to the appropriate party
designated to receive complaints in the Audit Committee
Complaint Procedures for Accounting and Related Matters.
Reporting the activity will not subject the employee to
discipline absent a knowingly false report. Complaints may be
submitted on a confidential, anonymous basis.
ADMINISTRATION AND WAIVER OF
CODE OF ETHICS
This Code of Ethics shall be
administered and monitored by the Armanino Foods Human Resources
Department. Any questions and further information on this Code
of Ethics should be directed to this department.
All managers and direct
supervisors are responsible for reviewing this Code of Ethics
with their subordinates each time a new edition of the Code of
Ethics is published.
It is also the responsibility of
Human Resources to biennially reaffirm compliance with this Code
of Ethics by all employees and officers, and to obtain a signed
certificate that each employee and officer has read and
understands the guidelines and will comply with them. The
provisions of the Ethics Policy will be included in the Armanino
Foods Employee Handbook. The Employee Handbook will be issued to
all new employees and officers at the time of employment and
reissued to existing employees and officers from time to time.
Employees will be required to sign a receipt form for the
Employee Handbook indicating they have read this Code of Ethics
and comply with its provisions.
Employees, officers and directors
of Armanino Foods are expected to follow this Code of Ethics at
all times. Generally, there should be no waivers to this Code of
Ethics, however, rare circumstances conflicts may arise that
necessitate waivers. Waivers will be determined on a
case-by-case basis by the Armanino Foods Human Resources
Department with the advice of its corporate counsel. However,
waivers for directors and executive officers must be determined
by the board of directors. For members of the board of directors
and executive officers, the board of directors shall have the
sole and absolute discretionary authority to approve any
deviation or waiver from this Code of Ethics. Any waiver and the
grounds for such waiver by directors or executive officers shall
be promptly disclosed as required by applicable SEC reporting rules.
Known or suspected violations of
this Code of Ethics will be investigated and may result in
disciplinary action up to and including, immediate termination
of employment.
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