Attached files
file | filename |
---|---|
S-1/A - ACTIVE HEALTH FOODS - S-1/A - Active Health Foods, Inc. | ahf_s1a.htm |
EX-3.3 - ACTIVE HEALTH FOODS - BYLAWS - Active Health Foods, Inc. | ahf_s1a-bylaws.htm |
EX-3.1 - ACTIVE HEALTH FOODS - CHARTER AND ARTICLES OF INCORPORATION - Active Health Foods, Inc. | ahf_s1a-articles.htm |
EX-5.1 - ACTIVE HEALTH FOODS - LEGAL OPINION - Active Health Foods, Inc. | ahf_s1a-legalopinion.htm |
EX-23.1 - ACTIVE HEALTH FOODS - CONSENT OF ATTORNEY - Active Health Foods, Inc. | ahf_s1a-consentofatty.htm |
EX-99.2 - ACTIVE HEALTH FOODS - TRADEMARK REGISTRATION - Active Health Foods, Inc. | ahf_s1a-trademark.htm |
EX-23.2 - ACTIVE HEALTH FOODS - CONSENTS OF INDEPENDENT AUDITORS - Active Health Foods, Inc. | ahf_s1a-consentsofauditors.htm |
EX-99.1 - ACTIVE HEALTH FOODS - SUBSCRIPTION AGREEMENT - Active Health Foods, Inc. | ahf_s1a-subscriptionagrement.htm |
EX-3.2 - ACTIVE HEALTH FOODS - AMENDED ARTICLES OF INCORPORATION - Active Health Foods, Inc. | ahf_s1a-amendedarticles.htm |
EXHIBIT
14.1
ACTIVE
HEALTH FOODS, INC.
CORPORATE
CODE OF CONDUCT AND ETHICS
FOREWORD
This
Corporate Code of Conduct and Ethics, referred to as the "Code," is intended to
provide our employees, as defined below, with a clear understanding of the
principles of business conduct and ethics that are expected of them. The
standards set forth in the Code apply to us all. Every employee of the company
must acknowledge his or her review of and agreement to comply with the Code as a
condition of his or her relationship with the company. The term "employee" means
every full and part-time employee of the company and its subsidiaries, all
members of the company's senior management, including the company's Chief
Executive Officer and Chief Financial Officer, and every member of the company's
Board of Directors, even if such member is not employed by the
company.
Many
of the standards outlined on the following pages will be familiar, for they
reflect the fundamental values of fairness and integrity that are a part of our
daily lives. Applying these standards to our business lives is an extension of
the values by which we are known as individuals and by which we want to be known
as a company.
It
is our responsibility to conduct ourselves in an ethical business manner and
also to ensure that others do the same. If anyone of us violates these
standards, he or she can expect a disciplinary response, up to and including
termination of any employment or other relationship with the company, and
possibly other legal action. If any breach of the Code is known to you, you are
obligated to report violations to the Corporate Compliance Officer or any member
of the Audit Committee, described in more detail in Section vm of the Code. By
doing so, we ensure that the good faith efforts of all of us to comply with the
Code are not undermined.
The
ultimate responsibility for maintaining our Code rests with each of us. As
individuals of personal integrity, we can do no less than to behave in a way
that will continue to bring credit to ourselves and our company.
While
it is impossible for this Code to describe every situation that may arise, the
standards explained in this Code are guidelines that should govern our conduct
at all times. If you are confronted with situations not covered by this Code, or
have questions regarding the matters that are addressed in the Code, you are
urged to consult with the Corporate Compliance Officer or a member of the Audit
Committee.
The
provisions of the Code regarding the actions the company will take are
guidelines which the company intends to follow. There may be circumstances,
however, that in the company's judgment require different measures or actions
and in such cases it may act accordingly while still attempting to fulfill the
principles underlying this Code.
I.
|
GENERAL
PRINCIPLES AND REQUIREMENTS
|
To
be honest, fair, and accountable in all business dealings and obligations, and
to ensure:
► the
provision of high quality products and service on a timely basis consistent with
customer requirements, with emphasis on fair competition and long lasting
relationships with all customers and suppliers and the ethical handling of
conflicts of interest between personal and professional
relationships;
|
►
|
full,
fair, accurate, timely and understandable disclosure in the reports
required to be filed by the company with the Securities and Exchange
Commission;
|
► compliance
with applicable governmental rules and regulations;
|
►
|
safe
working conditions and an environment characterized by fairness, respect
for the individual, dignity and equal opportunity;
and
|
► the
pursuit of growth and earnings objectives in accordance with the foregoing
principles.
II.
|
CONFLICTS
OF INTEREST
|
Employees
should avoid any situation that may involve, or even appear to involve, a
conflict between their personal interests and the interests of the company. In
dealings with current or potential customers, suppliers, contractors, and
competitors, each employee should act in the best interest of the company to the
exclusion of personal advantage. Employees are prohibited from any of the
following activities which could represent an actual or perceived conflict of
interest:
No
employee or immediate family member of an employee shall have a significant
financial interest in, or obligation to, any outside enterprise which does or
seeks to do business with the company or which is an actual or potential
competitor of the company, without prior approval. No employee shall engage in
activities that are directly competitive with those in which the company is
engaged.
No
employee shall conduct a significant amount of business on the company's behalf
with an outside enterprise which does or seeks to do business with the company
if an immediate family member of the employee is a principal, officer or
employee of such enterprise, without prior approval of the Audit Committee, or
in the case of executive officers or members of the Board of Directors, the full
Board of Directors or a committee thereof.
No
employee shall divert a business opportunity from the company to such
individual's own benefit. If an employee becomes aware of an opportunity to
acquire or profit from a business opportunity or investment in which the company
is or may become involved or in which the company may have an existing interest,
the employee should disclose the relevant facts to the Corporate Compliance
Officer or a member of the Audit Committee. The employee may proceed to take
advantage of such opportunity only if the company is unwilling or unable to take
advantage of such opportunity as notified in writing by the Audit
Committee.
No
employee or immediate family member of an employee shall receive any loan or
advance from the company, or be the beneficiary of a guarantee by the company of
a loan or advance from a third party, except for customary advances or corporate
credit in the ordinary course of business or approved by the Audit Committee.
Please see Section III.D. below, "Corporate Advances", for more information on
permitted corporate advances.
In
addition, the Board of Directors will review and approve all related-party
transactions, as required by the Securities and Exchange Commission or any other
regulatory body to which the company is subject.
Each
employee should make prompt and full disclosure in writing to the Corporate
Compliance Officer or a member of the Audit Committee of any situation that may
involve a conflict of interest. Failure to disclose any actual or perceived
conflict of interest is a violation of the Code.
III. PROTECTION
AND PROPER USE OF COMPANY ASSETS
Proper
protection and use of company assets and assets entrusted to it by others,
including proprietary information, is a fundamental responsibility of each
employee of the company. Employees must comply with security programs to
safeguard such assets against unauthorized use or removal, as well as against
loss by criminal act or breach of trust. The provisions hereof relating to
protection of the company's property also apply to property of others entrusted
to it (including proprietary and confidential information).
A.
Proper Use of Company Property
The
removal from the company's facilities of the company's property is prohibited,
unless authorized by the company. This applies to furnishings, equipment, and
supplies, as well as property created or obtained by the company for its
exclusive use such as client lists, files, personnel information, reference
materials and reports, computer software, data processing programs and data
bases. Neither originals nor copies of these materials may be removed from the
company's premises or used for purposes other than the company's business
without prior written authorization.
The
company's products and services are its property; contributions made by any
employee to their development and implementation are the company's property and
remain the company's property even if the individual's employment or
directorship terminates.
Each
employee has an obligation to use the time for which he or she receives
compensation from the company productively. Work hours should be devoted to
activities directly related to the company's business.
B.
Confidential Information
The
company provides its employees with confidential information relating to the
company and its business with the understanding that such information is to be
held in confidence and not communicated to anyone who is not authorized to see
it, except as may be required by law. The types of information that each
employee must safeguard include (but are not limited to) the company's plans and
business strategy, unannounced products and/or contracts, sales data,
significant projects, customer and supplier lists, patents, patent applications,
trade secrets, manufacturing techniques and sensitive financial information,
whether in electronic or conventional format. These are costly, valuable
resources developed for the exclusive benefit of the company. No employee shall
disclose the company's confidential information to an unauthorized third party
or use the company's confidential information for his or her own personal
benefit.
C.
Accurate Records and Reporting
Under
law, the company is required to keep books, records and accounts, and retain
documents related thereto, that accurately and fairly reflect all transactions,
dispositions of assets and other events that are the subject of specific
regulatory record keeping requirements, including generally accepted accounting
principles and other applicable rules, regulations and criteria for preparing
financial statements and for preparing periodic reports filed with the
Securities and Exchange Commission. All company reports, accounting records,
sales reports, expense accounts, invoices, purchase orders, and other documents
must accurately and clearly represent the relevant facts and the true nature of
transactions. Reports and other documents should state all material facts of a
transaction and not omit any information that would be relevant in interpreting
such report or document. Under no circumstance may there be any unrecorded
liability or fund of the company, regardless of the purposes for which the
liability or fund may have been intended, or any improper or inaccurate entry
knowingly made on the books or records of the company. No payment on behalf of
the company may be approved or made with the intention, understanding or
awareness that any part of the payment is to be used for any purpose other than
that described by the documentation supporting the payment. In addition,
intentional accounting misclassifications (e.g., expense versus capital) and
improper acceleration or deferral of expenses or revenues are unacceptable
reporting practices that are expressly prohibited.
The
company has developed and maintains a system of internal controls to provide
reasonable assurance that transactions are executed in accordance with
management's authorization, are properly recorded and posted, and are in
compliance with regulatory requirements. The system of internal controls within
the company includes written policies and procedures, budgetary controls,
supervisory review and monitoring, and various other checks and balances, and
safeguards.
The
company has also developed and maintains a set of disclosure controls and
procedures to ensure that all of the information required to be disclosed by the
company in the reports that it files or submits under the Securities Exchange
Act is recorded, processed, summarized and reported within the time periods
specified by the Securities and Exchange Commission's rules and
forms.
Responsibility
for compliance with these internal controls and disclosure controls and
procedures rests not solely with the company's accounting personnel, but with
all employees involved in approving transactions, supplying documentation for
transactions, and recording, processing, summarizing and reporting of
transactions and other information required by periodic reports filed with the
Securities and Exchange Commission.
Any
employee who believes the company's books and records are not in accord with
these requirements should immediately report the matter to the Corporate
Compliance Officer or a member of the Audit Committee. The company has adopted
explicit non-retaliation policies with respect to these matters, as described in
Section VIII below.
D.
Corporate Advances
Under
law, the company may not loan money to employees except in limited
circumstances. It shall be a violation of the Code for any employee to advance
company funds to any other employee or to himself or herself except for usual
and customary business advances for legitimate corporate purposes which are
approved by a supervisor or pursuant to a corporate
credit
card for usual and customary, legitimate business purposes. Company credit cards
are to be used only for authorized, legitimate business purposes. An employee
will be responsible for any unauthorized charges to a company credit
card.
IV.
|
FAIR
DEALING WITH CUSTOMERS, SUPPLIERS, COMPETITORS, AND
EMPLOYEES
|
The
company does not seek to gain any advantage through the improper use of favors
or other inducements. Good judgment and moderation must be exercised to avoid
misinterpretation and adverse effect on the reputation of the company or its
employees.
Offering,
giving, soliciting or receiving any form of bribe to or from an employee of a
customer or supplier to influence that employee's conduct is strictly
prohibited.
A.
Giving Gifts
Cash
or cash-equivalent gifts must not be given by an employee to any person or
enterprise. Gifts, favors and entertainment may be given to non-governmental
employees if what is given:
|
Ø
|
is
consistent with customary business
practice;
|
Ø is not excessive
in value and cannot be construed as a bribe or pay-off;
|
Ø
|
is
not in violation of applicable law or ethical standards;
and
|
|
Ø
|
will
not embarrass the company or the employee if publicly
disclosed.
|
See
also subsection D below for considerations relating to gifts to foreign
officials and Section V. B below for considerations relating to gifts to
government employees.
B.
Receiving Gifts
Gifts,
favors, entertainment or other inducements may not be accepted by employees or
members of their immediate families from any person or organization that does or
seeks to do business with, or is a competitor of, the company, except as common
courtesies usually employeed with customary business practices. If the gift is
of more than token value, the Audit Committee must approve its
acceptance.
An
especially strict standard applies when suppliers are involved. If a gift unduly
influences or makes an employee feel obligated to "pay back" the other party
with business, receipt of the gift is unacceptable.
It
is never acceptable to accept a gift in cash or cash equivalent.
C.
Unfair Competition and Antitrust Concerns
Although
the free enterprise system is based upon competition, rules have been imposed
stating what can and what cannot be done in a competitive environment,
including, without limitation, federal and state antitrust laws that are
intended to preserve the free enterprise system by ensuring that competition is
the primary regulator of the economy.
Compliance
with the antitrust laws is in the public interest, in the interest of the
business community at large, and in our company's interest. A primary focus of
antitrust laws is on dealings between competitors. Another focus of antitrust
law is how a company deals with customers, suppliers, contractors and other
third parties. In all interactions with third parties all employees must follow
these rules:
Never
agree with a competitor or a group of competitors to charge the same prices or
to use the same pricing methods, to allocate services, customers, private or
governmental payor contracts or territories among yourselves, to boycott or
refuse to do business with a provider, vendor, payor or any other third party,
or to refrain from the sale or marketing of, or limit the supply of, particular
products or services.
Never
discuss past, present, or future prices, pricing policies, bundling, discounts
or allowances, royalties, terms or conditions of sale, costs, choice of
customers, territorial markets, production quotas, allocation of customers or
territories, or bidding on a job with a competitor.
Make
every output-related decision (pricing, volume, etc.) independently, in light of
costs and market conditions and competitive prices.
Engage
in other prohibited activity, such as illegal price discrimination, reciprocal
buying and selling or tying of products, and trade restraint
Be
careful of your conduct. An "agreement" that violates the antitrust laws may be
not only a written or oral agreement, but also a "gentlemen's agreement" or a
tacit understanding. Such an "agreement" need not be in writing. It can be
inferred from conduct, discussions or communications of any sort with a
representative of a competitor.
In
addition, the following practices can lead to liability for "unfair competition"
and should be avoided. They are violations of the Code.
Disparagement of
Competitors. It is not illegal to point out weaknesses in a competitor's
service, product or operation; however, employees may not spread false rumors
about competitors or make misrepresentations about their businesses. For
example, an employee may not pass on anecdotal or unverified stories about a
competitor's products or services as the absolute truth (e.g., the statement
that "our competitors' diagnostic testing procedures have poor quality
control").
Disrupting a Competitor's
Business. This includes bribing a competitor's employees, posing as
prospective customers or using deceptive practices such as enticing away
employees in order to obtain secrets or destroy a competitor's
organization.
For example, it is not a valid form of "market research" to visit a competitor's
place of business posing as a customer.
Finally,
always immediately inform the Corporate Compliance Officer or the Audit
Committee if local, state or federal law enforcement officials request
information from the company concerning its operations.
D.
Unfair Practices in International Business
Under
the Foreign Corrupt Practices Act ("FCPA"), employees of the company are
prohibited from making certain gifts to foreign officials. "Foreign officials"
include not only persons acting in an official capacity on behalf of a foreign
government, agency, department or instrumentality, but also representatives of
international organizations, foreign political parties and candidates for
foreign public office. The gift is "corrupt" under the FCP A if it is made for
the purpose of:
Influencing
any act or decision of a foreign official in his official capacity;
Inducing
a foreign official to do or omit to do any act in violation of his lawful
duty;
Inducing
a foreign official to use his position to affect any decision of the government;
or
Inducing
a foreign official to secure any "improper advantage."
A
gift is still "corrupt" even when paid through an intermediary. Any employee who
has any questions whatsoever as to whether a particular gift might be "corrupt"
under the FCP A, please contact the Corporate Compliance Officer or any member
of the Audit Committee.
V.
|
GOVERNMENT
RELATIONS
|
Employees
must adhere to the highest standards of ethical conduct in all relationships
with government employees and must not improperly attempt to influence the
actions of any public official.
A.
Government Procurement
The
U.S. Government and many state and local governments have adopted comprehensive
laws and regulations governing their purchases of products from private
contractors. These laws and regulations are intended to assure
that
governmental
entities receive pricing, terms, and conditions equivalent to those granted to
the company's most favored commercial customers and that there is full and open
competition in contracting.
When
selling products or services to government procurement agencies, the company is
accountable for complying with all applicable procurement laws, regulations, and
requirements. Certifications to, and contracts with, government agencies are to
be signed by a company employee authorized by the Board of Directors to sign
such documents, based upon knowledge that all requirements have been fully
satisfied.
B.
Payments to Officials
Payments
or gifts shall not be made directly or indirectly to any government official or
employee if the gift or payment is illegal under the laws of the country having
jurisdiction over the transaction, or if it is for the purpose of influencing or
inducing the recipient to do, or omit to do, any act in violation of his or her
lawful duty. Under no circumstances should gifts be given to employees of the
United States Government.
C.
Political Contributions
Company
funds, property or services may not be contributed to any political party or
committee, or to any candidate for or holder of any office of any government.
This policy does not preclude, where lawful, company expenditures to support or
oppose public referendum or separate ballot issues, or, where lawful and when
reviewed and approved in advance by the Audit Committee, the formation and
operation of a political action committee.
VI.
|
COMPLIANCE
WITH LAWS, RULES AND REGULATIONS
|
All
employees must comply with the laws and regulations applicable to the nation,
state and localities in which they do business. Without limiting the
foregoing:
A.
Insider Trading Policy
The
company expressly forbids any employee from trading on material non-public
information or communicating material non-public information to others in
violation of the law. This conduct is frequently referred to as "insider
trading." This policy applies to every employee of the company and extends to
activities both within and outside their duties to the company, including
trading for a personal account.
The
concept of who is an "insider" is broad. It includes officers, directors and
employees of a company. In addition, a person can be a "temporary insider" if he
or she enters into a special confidential relationship in the conduct of a
company's affairs and as a result is given access to information solely for the
company's purpose. A temporary insider can include, among others, a company's
investment advisors, agents, attorneys, accountants and lending institutions, as
well as the employees of such organizations. An employee may also become a
temporary insider of another company with which our company has a contractual
relationship, to which it has made a loan, to which it provides advice or for
which it performs other services.
Trading
on inside information is not a basis for liability unless the information is
material. This is information that a reasonable investor would consider
important in making his or her investment decisions, or information that is
likely to have a significant effect on the price of a company's
securities.
Information
is non-public until it has been effectively communicated to the marketplace.
Tangible evidence of such dissemination is the best indication that the
information is public. For example, information found in a report filed with the
Securities and Exchange Commission or appearing in a national newspaper would be
considered public.
B.
Equal Employment Opportunity
The
company makes employment-related decisions without regard to a person's race,
color, religious creed, age, sex, sexual orientation, marital status, national
origin, ancestry, present or past history of mental disorder, mental
retardation, learning disability or physical disability, including, but not
limited to, blindness and genetic predisposition, or any other factor unrelated
to a person's ability to perform the person's job. "Employment decisions"
generally mean decisions relating to hiring, recruiting, training, promotions
and compensation, but the term may encompass other employment actions as
well.
The
company encourages its employees to bring any problem, complaint or concern
regarding any alleged employment discrimination to the attention of Corporate
Compliance Officer or a member of the Audit Committee.
C.
Sexual Harassment Policy
The
company is committed to maintaining a collegial work environment in which all
individuals are treated with respect and dignity and which is free of sexual
harassment. In keeping with this commitment, the company will not tolerate
sexual harassment of employees by anyone, including any supervisor, co-worker,
vendor, client or customer, whether in the workplace, at assignments outside the
workplace, at company-sponsored social functions or elsewhere.
D.
Health, Safety & Environment Laws
Health,
safety, and environmental responsibilities are fundamental to the company's
values. Employees are responsible for ensuring that the company complies with
all provisions of the health, safety, and environmental laws of the United
States and of other countries where the company does business.
The
penalties that can be imposed against the company and its employees for failure
to comply with health, safety, and environmental laws can be substantial, and
include imprisonment and fines.
VII.
|
IMPLEMENTATION
OF THE CODE
|
The
company's Board of Directors has appointed the Audit Committee to administer,
update and enforce the Code. Ultimately, the Board of Directors of the company
must ensure that the Audit Committee fulfills its responsibilities. As further
set forth in Section VIII below, the company has attempted to design procedures
that ensure maximum confidentiality and, most importantly, freedom from the fear
of retaliation for complying with and reporting violations under the
Code.
The
Audit Committee, which has overall responsibility for overseeing the
implementation of the Code, shall appoint a Corporate Compliance Officer to
implement the Code. Unless otherwise designated by the Audit Committee, the
Chief Financial Officer shall serve as the Corporate Compliance Officer.
Specific responsibilities of the position are to:
Ensure
that the Code is distributed to all employees and that all employees acknowledge
the principles of the Code;
Implement
a training program around the Code;
Audit
and assess compliance success with the Code;
Serve
as a point person for reporting violations and asking questions under the Code;
and
Revise
and update the Code to respond to detected violations and changes in the
law.
The
Corporate Compliance Officer shall promptly report all violations and suspected
violations of the Code to the Audit Committee. The primary responsibilities of
the Audit Committee, in its oversight of the Code, are to:
Assist
the Corporate Compliance Officer in developing and updating the
Code;
Monitor
and audit compliance with the Code;
Serve
as point persons for reporting violations and asking questions under the
Code;
Conduct
internal investigations, with the assistance of counsel, of suspected compliance
violations;
Evaluate
disciplinary action for employees who violate the Code;
In the
case of more severe violations of the Code, make recommendations regarding
disciplinary action to the Board of Directors or a committee thereof;
and
Evaluate
the effectiveness of the Code and improve the Code.
The
Audit Committee will provide a summary of all matters considered under
the
Code to
the Board of Directors at each regular meeting thereof, or sooner if warranted
by the severity of the matter. All proceedings and the identity of the person
reporting will be kept as confidential as practicable under the
circumstances.
VIII.
|
POLICY
FOR REPORTING VIOLATIONS UNDER THE CODE:
NON-RETALIATION
|
Any
employee of the company having any information or knowledge regarding the
existence of any violation or suspected violation of the Code has a duty to
report the violation or suspected violation to the Corporate Compliance Officer
or any member of the Audit Committee. Failure to report suspected or actual
violations is itself a violation of the Code and may subject the employee to
disciplinary action, up to and including termination of employment or legal
action. The company will endeavor to keep reports confidential to the fullest
extent practicable under the circumstances.
Any
employee who reports a suspected violation under the Code by the company, or its
agents acting on behalf of the company, to the Corporate Compliance Officer or
any member of the Audit Committee, may not be fired, demoted, reprimanded or
otherwise harmed for, or because of, the reporting of the suspected violation,
regardless of whether the suspected violation involves the employee, the
employee's supervisor or senior management of the company.
In
addition, any employee who reports a suspected violation under the Code which
the employee reasonably believes constitutes a violation of a federal statute by
the company, or its agents acting on behalf of the company, to a federal
regulatory or law enforcement agency, may not be reprimanded, discharged,
demoted, suspended, threatened, harassed or in any manner discriminated against
in the terms and conditions of the employee's employment for, or because of, the
reporting of the suspected violation, regardless of whether the suspected
violation involves the employee, the employee's supervisor or senior management
of the company.
IX.
|
QUESTIONS
UNDER THE CODE AND WAIVER
PROCEDURES
|
Employees
are encouraged to consult with the Corporate Compliance Officer and Audit
Committee about any uncertainty or questions they may have under the
Code.
If
any situation should arise where a course of action would likely result in a
violation of the Code but for which the employee thinks that a valid reason for
the course of action exists, the employee should contact the Corporate
Compliance Officer or a member of the Audit Committee to obtain a waiver prior
to the time the action is taken. Except as noted below, the Audit Committee will
review all the facts surrounding the proposed course of action and will
determine whether a waiver from any policy in the Code should be granted. It is
the company's policy only to grant waivers from the Code in limited and
compelling circumstances.
Waiver
Procedures for Executive Officers and Directors. Waiver requests by an executive
officer or member of the Board of Directors shall be referred by the Audit
Committee, with its recommendation, to the Board of Directors or a committee
thereof for consideration. If either (i) a majority of the independent directors
on the Board of Directors, or (ii) a committee comprised solely of independent
directors agrees that the waiver should be granted, it will be granted. If
required to comply with applicable law, the company will disclose the nature and
reasons for the waiver on a Form 8-K to be filed promptly with the Securities
and Exchange Commission or as otherwise as required by the Securities and
Exchange Commission. If the Board denies the request for a waiver, the waiver
will not be granted and the employee may not pursue the intended course of
action.
APPENDIX
AGREEMENT
TO COMPLY
I have
read the Active Health Foods, Inc. Corporate Code of Conduct and Ethics (the
"Code"). I have obtained an interpretation of any provision about which I had a
question. I agree to abide by the provisions of the Code. Based on my review, I
acknowledge that
To
the best of my knowledge, I am not in violation of, or aware of any violation by
others of, any provision contained in the Code;
OR
I have
made a full disclosure on the reverse side of this acknowledgment of the facts
regarding any possible violation of the provisions set forth in the
Code.
In
addition, I understand that I am required to report any suspected or actual
violation of the Code. I understand that I am required to cooperate fully with
the company in connection with the investigation of any suspected violation. I
understand that my failure to comply with the Code or its procedures may result
in disciplinary action, up to and including termination.
By:
(Signature)
Date:
Name
(Please
print):
Department/Location: