Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 19 120K
2: EX-3.2 Articles of Incorporation/Organization or By-Laws 16 73K
3: EX-4.2 Instrument Defining the Rights of Security Holders 2 13K
4: EX-4.5 Instrument Defining the Rights of Security Holders 117 430K
5: EX-12 Statement re: Computation of Ratios 1 9K
6: EX-13 Annual or Quarterly Report to Security Holders 69± 320K
7: EX-14 Material Foreign Patent 9 24K
8: EX-21 Subsidiaries of the Registrant 5 31K
9: EX-23 Consent of Experts or Counsel 1 9K
10: EX-24 Power of Attorney 2 13K
11: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) 2± 11K
12: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) 2± 11K
13: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) 1 8K
14: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) 1 8K
EX-14 — Material Foreign Patent
| EX-14 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 14
ANHEUSER-BUSCH COMPANIES
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
To ensure prosperity and job security for our employees, we must remain
profitable. It is our responsibility to provide a sound return to our
shareholders. One of our primary competitive advantages is our unwavering
commitment to truth, candor and objectivity in our relationships with
business partners and customers. We will continue to operate this company in
the same simple, straightforward and transparent manner that has been a
hallmark of Anheuser-Busch.
The good name and reputation of Anheuser-Busch rests with how well we
maintain these values. Our goal is not just to comply with the laws and
regulations that apply to our business; we also strive to abide by the
highest standards of business conduct. This Code of Business Conduct and
Ethics affirms and expands on the company's commitment to abiding by these
values and the highest standards of business conduct. All Anheuser-Busch
employees and its Board of Directors are expected to adhere to this Code.
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NOTE TO EMPLOYEES
This Code does not cover all laws or company policies. If a law conflicts
with the Code, we will follow the law. If a local custom or practice
conflicts with this Code, we will follow the Code.
This Code clarifies the Company's rights and expectations as an employer but
does not create any express or implied contractual rights for employees.
In accordance with the requirements of the Securities and Exchange
Commission ("SEC") and the New York Stock Exchange, the Board of Directors
of Anheuser-Busch Companies, Inc. has adopted this Code of Business Conduct
and Ethics (the "Code") to:
o Promote honest and ethical conduct, including fair dealing and the
proactive evaluation and handling of actual and apparent conflicts
of interest;
o Promote full, fair, accurate, timely and understandable disclosure
in reports and documents that are filed with, or submitted to, the
SEC and in other public communications;
o Ensure compliance with applicable laws and governmental rules and
regulations;
o Ensure the protection of the Company's business interests,
including corporate opportunities, assets and confidential
information; and
o Encourage reporting of illegal and unethical behavior, and deter
wrongdoing.
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This Code shall apply to all directors, officers and employees of
Anheuser-Busch Companies, Inc. and its subsidiaries (the "Company"). This
Code reaffirms the Company's longstanding position concerning compliance
with laws and adherence to ethical business practices, and can be found on
Anheuser-Busch's website at http://www.anheuser-busch.com. This Code may be
updated at anytime in the sole discretion of the Anheuser-Busch Board of
Directors. Any change to this Code shall be promptly disclosed to the public
on Anheuser-Busch's website.
All directors, officers and employees of the Company are expected to be
familiar with the Code and to adhere to those principles and procedures set
forth in the Code.
I. HONEST AND ETHICAL CONDUCT
Each director, officer and employee owes a duty to the Company to act with
integrity. Integrity requires, among other things, being honest and ethical.
This includes the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships.
Each director, officer and employee must:
o Act with integrity, including being honest and ethical and
maintaining the confidentiality of information where required or
consistent with the Company's policies.
o Observe both the form and spirit of laws and government rules and
regulations, generally accepted accounting principles, and Company
policies.
o Adhere to a high standard of business ethics.
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o Accept no improper material personal benefits from third parties as
a result of any transaction or transactions with the Company.
II. CONFLICTS OF INTEREST
Directors, officers and employees must avoid conflicts of interest. Any
activity that has even the appearance of a conflict of interest must be
reviewed and when appropriate approved by the Board of Directors or the
Conflict of Interest Committee of the Board. A "conflict of interest" occurs
when an individual's personal interest interferes with the interests of the
Company, or when such interest could reasonably be viewed as interfering
with the interests of the Company. A conflict of interest can arise when a
director, officer or employee takes actions or has personal interests that
may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest also arise when a director, officer or
employee, or a member of his or her immediate family, receives improper
personal benefits as a result of his or her position in the Company.
Company loans to, or guarantees of obligations of, directors and executive
officers and their family members are likely to create conflicts of interest
and, therefore, are prohibited. In addition, loans to, or guarantees of
obligations of, other employees may create conflicts of interest and
therefore must be reviewed in advance by the Business Practices Committee in
order to determine if a conflict exists.
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EVALUATION OF POTENTIAL CONFLICTS OF INTEREST
FOR DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors or the Conflict of Interest Committee of the Board
will review all actual or apparent conflicts of interest involving Directors
or executive officers (including Senior Financial Officers). The Board may
approve the matter, subject to appropriate safeguards, if it believes that
only the appearance of a conflict of interest exists and no actual conflict
of interest is present. If the Board determines that the situation creates
an actual conflict of interest, the Board will not approve the matter.
III. PUBLIC DISCLOSURE
It is the Company's policy that the information in its public
communications, including SEC filings, be full, fair, accurate, timely and
understandable. All directors, officers and employees who are involved in
the Company's disclosure process are responsible for acting in furtherance
of this policy. In particular, the Chief Executive Officer, the Chief
Financial Officer, and the principal accounting officer (the "Senior
Financial Officers") are required to maintain familiarity with the
disclosure requirements applicable to the Company. All directors, officers
and employees are prohibited from knowingly misrepresenting, omitting or
causing others to misrepresent or omit, material facts about the Company to
others, whether within or outside the Company, including the Company's
independent auditors. In addition, each director, officer or employee who
has a supervisory role in the Company's disclosure process has an obligation
to discharge his or her responsibilities diligently.
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IV. COMPLIANCE
It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each director, officer and
employee to adhere to the standards and restrictions imposed by those laws,
rules and regulations in the performance of his or her duties for the
Company, including those relating to accounting and auditing matters and
insider trading.
It is both illegal and against Company policy for any individual to profit
from undisclosed information relating to the Company or any other company.
Anyone who is aware of material nonpublic information relating to the
Company may not purchase or sell any of the Company's securities. Also, it
is against Company policy for any director, officer or employee, who may
have inside or unpublished material knowledge about any of our customers or
any other company, to purchase or sell the securities of those companies.
V. CORPORATE OPPORTUNITIES
Directors, officers and employees owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises. Directors,
officers and employees are prohibited from taking (or directing a third
party to take) a business opportunity that is discovered through the use of
Company property, information or position, unless the Company has already
been offered the opportunity and turned it down. Directors, officers and
employees are also prohibited from using Company property, information, or
their position for personal gain, or from competing against the Company.
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VI. CONFIDENTIALITY
In carrying out the Company's business, directors, officers and employees
often learn confidential or proprietary information about the Company, its
customers, suppliers, or joint venture parties. Directors, officers and
employees must maintain the confidentiality of all information so entrusted
to them, except when disclosure is authorized or legally mandated.
Confidential or proprietary information of the Company, and of other
companies, includes any non-public information that would be harmful to the
relevant company or useful or helpful to competitors if disclosed.
VII. FAIR DEALING
Anheuser-Busch has a long-standing policy of conducting business in an
ethical manner. The Company does not seek competitive advantages through
illegal or unethical business practices. Accordingly, each director, officer
and employee should endeavor to deal fairly with the Company's customers,
suppliers, competitors and employees. No director, officer or employee
should take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts, or any
unfair-dealing practice.
VIII. PROTECTION AND PROPER USE OF COMPANY ASSETS
All directors, officers and employees should protect the Company's assets
and ensure their efficient use. All Company assets should be used only for
legitimate business purposes.
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IX REPORTING
Employees are encouraged to talk to their supervisors, managers or other
appropriate personnel when in doubt about the best course of action in a
particular situation. Directors and executive officers must ensure that the
Chairman of the Conflict of Interest Committee is promptly made aware of any
existing or potential violations of laws, rules, regulations or this Code.
All other officers or employees must promptly notify the Ethics Compliance
Officer of any existing or potential violation of laws, rules, regulations
or this Code. The Company will not tolerate retaliation, retribution or
adverse employment action of any kind against employees who in good faith
report suspected violations.
To help assure compliance with the law and the Code, the Company has
established a confidential, 24-hour reporting system. Any employee may
confidentially report possible violations of law, this Code, or other
Anheuser-Busch policy -- including any direction by a supervisor that is
inconsistent with this Code -- by sending an e-mail or letter to the mailing
address below, or anonymously by calling 1-866-660-6677. All reports will be
investigated fully.
You may report possible violations, and send questions or comments to:
Lisa A. Joley
Ethics Compliance Officer
Legal Department 202-6
Anheuser-Busch Companies, Inc.
1 Busch Place
St. Louis, MO 63118
Or via e-mail at businessethics@anheuser-busch.com
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X. ADMINISTRATION AND IMPLEMENTATION
The Conflict of Interest Committee of the Board shall have the authority to
apply and interpret this Code in all situations affecting directors and
executive officers. The Company's Business Practices Committee has the
authority to apply and interpret this Code in situations affecting all other
employees of the Company, subject to review by the Conflict of Interest
Committee. The Company's Ethics Compliance Officer is responsible for
overseeing the implementation of this Code, investigating potential
violations, and reporting the results to the appropriate committee.
Any waiver of, or amendments to, the Code for directors or executive
officers (including Senior Financial Officers) of the Company may be made
only by the Board of Directors or the Conflict of Interest Committee of the
Board, and must be promptly disclosed as required by law or stock exchange
regulations.
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