Attached files
Exhibit 14.1
JEANNOT’S
FURNISHINGS OF FLORIDA, INC.
CODE
OF BUSINESS CONDUCT AND ETHICS
(Adopted
by the Board of Directors on ____________, 2007)
Introduction
This Code of Business Conduct and
Ethics covers a wide range of business practices and procedures. It
does not cover every issue that may arise but it sets out basic principles to
guide all employees of Jeannot’s Furnishings of Florida, Inc. (the
"Company"). All of our officers, directors and employees must conduct
themselves accordingly and seek to avoid even the appearance of improper
behavior. The code should also be provided to and followed by the
Company’s agents and representatives, including consultants.
If a law conflicts with a policy in
this Code, you must comply with the law. If you have any questions
about these conflicts, you should ask your supervisor how to handle the
situation.
Those who violate standards in this
Code will be subject to disciplinary action, up to and including termination of
employment. If you
are in a situation that you believe may violate or lead to a violation of this
Code, follow the guidelines described in Section 14 of this
Code.
1.
|
Compliance
with Laws, Rules and Regulations
|
Obey the law, both in letter and in
spirit, is the foundation on which our ethical standards are
built. All employees must respect and obey the laws of the cities,
states and countries in which we operate. Although not all employees
are expected to know the details of these laws, it is important to know enough
about them to determine when to seek advice from supervisors, managers or other
appropriate personnel.
2.
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Conflicts
of Interest
|
A “conflict of interest” exists when a
person’s private interests interferes in any way with the interests of the
Company. A conflict situation can arise when an employee, officer or
director takes actions or has interests that may make it difficult to perform
his or her Company work objectively and efficiently. Conflicts of
interest may also arise when an employee, officer or director, or members of his
or her family, receives improper personal benefits as a result of his or her
position in the Company. Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of
interest.
It is almost always a conflict of
interest for a Company employee to work simultaneously for a competitor,
customer or supplier. You are not allowed to work for a competitor as
a consultant or board member. The best policy is to avoid any
direct or indirect business connection with our customers, suppliers or
competitors, except on our behalf. Conflicts of interest are
prohibited as a matter of Company policy, except under guidelines approved by
our Board of Directors. Conflicts of interest may not always be
clear-cut, so if you have a question, you should consult with higher levels of
management. Any employee, officer or director who becomes aware of a
conflict or potential conflict should bring it to the attention of a supervisor,
manager or other appropriate personnel or consult with the procedures described
in Section 14 of this Code.
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3.
|
Insider
Trading
|
Employees who have access to
confidential information are not permitted to use or share that information for
stock trading purposes or for any other purpose except the conduct of our
business. All non-public information about the Company should be
considered confidential information. To use non-public information
for persona financial benefit or to “tip” others who might make an investment
decision on the basis of this information is not only unethical but also
illegal.
4.
|
Corporate
Opportunities
|
Employees, officer and directors are
prohibited from taking for themselves personally, opportunities that are
discovered through the use of corporate property, information or position
without the consent of the Board of Directors. No employee may use
corporate property, information or position for improper personal gain, and no
employee may compete with the Company, directly or indirectly.
5.
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Competition
and Fair Dealing
|
We seek to outperform our competition
fairly and honestly. 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. Each officer, director and employee should respect the
rights of and deal fairly with the Company’s customers, suppliers, competitors
and employees. No employee should 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. No gift,
or entertainment should ever be offered, given, provided or accepted by any
Company employee, family member of an employee or agent, unless it (a) is not in
cash, (b) is consistent with customary business practices, (c) is not excessive
in value, (d) cannot be construed as a bribe or payoff and (e) does not violate
any laws or regulations. Please discuss with your supervisor
any gifts or proposed gifts that you are not certain are
appropriate.
6.
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Discrimination
and Harassment
|
The diversity of the Company’s
employees is a tremendous asset. We are firmly committed to providing
equal opportunity in all respects aspects of employment and will not tolerate
illegal discrimination or harassment of any kind. Examples include
derogatory comments based on racial or ethnic characteristics and unwelcome
sexual advances.
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7.
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Health
and Safety
|
The Company strives to provide each
employee with a safe and healthy work environment. Each employee has
responsibility for maintaining a safe and healthy workplace for all employees by
following safety and health rules and practices and reporting accidents,
injuries and unsafe equipment, practices or conditions.
Violence and threatening behavior are
not permitted. Employees should report to work in condition to
perform their duties, free from the influence of illegal drugs or
alcohol. The use of alcohol and/or illegal drugs in the workplace
will not be tolerated.
8.
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Record-Keeping
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The Company requires honest and
accurate recording and reporting of information in order to make responsible
business decisions. For example, only the true and actual number of
hours worked should be reported.
Many employees regularly use business
expense accounts, which must be documented and recorded
accurately. If you are not sure whether a certain expense is
legitimate, ask your supervisor or the Company’s controller or chief financial
officer.
All of the Company’s books, records,
accounts and financial statements must be maintained in reasonable detail, must
appropriately reflect the Company’s transactions and must conform to both
applicable legal requirements and to the Company’s systems of accounting and
internal controls. Unrecorded or “off the books” funds or assets
should not be maintained unless permitted by applicable laws or
regulations.
Business records and communications
often become public, and we should avoid exaggeration, derogatory remarks,
guesswork or inappropriate characterizations of people and companies that can be
misunderstood. This applies equally to e-mail, internal memos and
formal reports. Records should always be retained or destroyed
according to the Company’s record retention policies. In accordance
with these policies, in the event of litigation or governmental investigation
please consultant your supervisor. All e-mail communications are the
property of the Company and employees, officers and directors should not expect
that Company or personal e-mail communications are private. All
e-mails are the property of the Company. No employee, officer or
director shall use Company computers, including to access the internet, for
personal or non-Company business.
9.
|
Confidentiality
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Employees must maintain the
confidentiality of confidential information entrusted to them by the Company or
its customers, except when disclosure is required by laws or
regulations. Confidential information includes all non-public
information that might be of use to competitors, or harmful to the Company or
its customers, if disclosed. It also includes information that
suppliers and customers have entrusted to us. The obligation to
preserve confidential information continues even after employment
ends. In connection with this obligation, employees, officers and
directors may be required to execute confidentiality agreements confirming their
agreement to be bound not to disclose confidential
information. If you are uncertain whether particular
information is confidential or non-public, please consult your
supervisor.
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10.
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Protection
and Proper Use of Company Assets
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All officers, directors and employees
should endeavor to protect the Company’s assets and ensure their efficient
use. Theft, carelessness and waste have a direct impact on the
Company’s profitability. Any suspected incident of fraud or theft
should be immediately reported for investigation. Company equipment
should not be used for non-Company business.
The
obligation of officers, directors and employees to protect the Company’s assets
includes it proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks and copyrights,
as well as business, marketing and service plans, engineering and manufacturing
ideas, designs, databases, records, salary information and any unpublished
financial data and reports. Unauthorized use or distribution of this
information would violate Company policy. It could also be illegal
and result in civil or even criminal penalties.
11.
|
Payments
to Government Personnel
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The United States Foreign Corrupt
Practices Act prohibits giving anything of value, directly or indirectly, to
officials of foreign governments or foreign political candidates in order to
obtain or retain business. It is strictly prohibited to make illegal
payments to government officials of any country.
In addition, the U. S. government has a
number of laws and regulations regarding business gratuities that may be
accepted by U. S. government personnel. The promise, offer or
delivery to an official or employee of the U. S. government of a gist, favor or
other gratuity in violation of these rules would not only violate Company
policy, but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar
rules.
12.
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Waivers
of the Code of Business Conduct and
Ethics
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Any waiver of the provisions of this
Code may be made only by the Board of Directors and will be promptly disclosed
as required by law or stock exchange rule or regulation.
13.
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Reporting
any Illegal or Unethical Behavior
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Employees are encouraged to talk with
supervisors, managers or Company officials about observed illegal or unethical
behavior, and when in doubt about the best course of action in a particular
situation. It is the Company’s policy not to allow retaliation for
reports of misconduct by others made in good faith by
employees. Employees are expected to cooperate in internal
investigations of misconduct, and the failure to do so could serve as grounds
for termination. Any employee may submit a good faith concern
regarding questionable accounting or auditing matters without fear of dismissal
or retaliation of any kind.
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14.
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Compliance
Procedures
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We must all work to ensure prompt and
consistent action against violations of this Code. However, in some
situations, it is difficult to know if a violation has
occurred. Since we cannot anticipate every situation that may arise,
it is important that we have a way to approach a new question or
problem. These are steps to keep in mind:
·
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Make sure you have all
the facts. In order to reach the rights solutions, we
must be as fully informed as
possible.
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·
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Ask yourself, what
specifically am I being asked to do – does it seem unethical or
improper? This will enable you to focus on the specific
question you are faced with, and the alternatives you have. Use
your judgment and common sense; if something seems unethical or improper,
it probably is.
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·
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Clarify your
responsibility and role. In most situations, there is
shared responsibility. Are your colleagues
informed? It may help to get others involved and discuss the
problem.
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·
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Discuss the problem
with your supervisor. This is the basic guidance for all
situations. In many cases, your supervisor will be more
knowledgeable about the question, and will appreciate being brought into
the decision-making process. Keep in mind that it is your
supervisor’s responsibility to help solve problems. If your
supervisor does not or cannot remedy the situation, or you are
uncomfortable binging the problem to the attention of your supervisor,
bring the issue to the attention of the human resources supervisor, or to
an officer of the Company.
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·
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You may report ethical
violations in confidence and without fear of
retaliation. If your situation requires that your
identity be kept secret, your anonymity will be protected. The
Company does not permit retaliation of any kind for good faith reports of
ethical violations.
|
·
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Always ask first – act
later. If you are unsure of what to do in any situation,
seek guidance before your
act.
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CODE
OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL
OFFICERS
OF
JEANNOT’S FURNISHINGS OF FLORIDA, INC.
Jeannot’s Furnishings of Florida, Inc.
(the "Company") has a Code of Business Conduct and Ethics applicable to all
employees, officers and directors of the Company. The Chief Executive
Officer (CEO) and senior financial officers of the Company, including its chief
financial officer and principal accounting officer, are bound by the provisions
set forth therein relating to ethical conduct, conflicts of interest and
compliance with law. In addition to the Code of Business Conduct and
Ethics, the CEO and senior financial officers of the Company will also be
subject to the following specific policies at such time as the Company is
subject to the reporting requirements under the Securities Exchange Act of 1934,
as amended:
1. The
CEO and senior financial officers are responsible for full, fair, accurate,
timely and understandable disclosure in the periodic reports and other filings
required to be made by the Company with the Securities and Exchange
Commission. Accordingly, it is the responsibility of the CEO and each
senior financial officer promptly to bring to the attention of the Board of
Directors any material information of which he or she may become aware that
affects the disclosures made by the Company in its public filings or otherwise
impairs the ability of the Company to make full, fair, accurate, timely and
understandable public disclosures.
2. The
CEO and each senior financial officer shall promptly bring to the attention of
the Company’s Audit Committee, if any, or if not then to the Board of Directors,
any information he or she may have concerning (a) significant deficiencies in
the design or operation of internal controls which could adversely affect the
Company’s ability to record, process, summarize and report financial data or (b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the Company’s financial reporting, disclosures or
internal controls.
3. The
CEO and each senior financial officer shall promptly bring to the attention of
the Board of Directors and the Audit Committee, if any, any information he or
she may have concerning any violation of the Company’s Code of Business Conduct
and Ethics, including any actual or apparent conflicts of interest between
personal and processional relationships, involving management or other employees
who have a significant rule in the Company’s financial reporting, disclosures or
internal controls.
4. The
CEO and each senior financial officer shall promptly bring to the attention of
the Board of Directors and Audit Committee, if any, any information he or she
may have concerning evidence of a material violation of the securities or other
laws, rules or regulations applicable to the Company and the operation of its
business, by the Company or any agent thereof, or of violation of the Code of
Business Conduct and Ethics or of these additional procedures.
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5. The
Board of Directors shall determine, or designate appropriate persons to
determine, appropriate actions to be taken in the event of violations of the
Code of Business Conduct and Ethics of these additional procedures by the CEO
and the Company’s senior financial officers. Such actions shall be
reasonably designed to deter wrongdoing and to promote accountability for
adherence to the Code of Business Conduct and Ethics and to these additional
procedures, and shall include written notices to the individual involved that
the Board has determined that there has been a violation, censure by the Board,
demotion or reassignment of the individual involved, suspension with or without
pay or benefits (as determined by the Board) and termination of the individual’s
employment. In determining what action is appropriate in a particular
case, the Board of Directors or such designee shall take into account all
relevant information, including the nature and severity of the violation,
whether the violation was a single occurrence or repeated occurrences, whether
the violation appears to have been intentional or inadvertent, whether the
individual in question had been advised prior to the violation as to the proper
course of action and whether or not the individual in question had committed
other violations in the past.
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