Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Form 10-K (Dated 12/28/2003) HTML 624K
2: EX-10.28 Material Contract 5 18K
3: EX-10.29 Material Contract 8 27K
4: EX-10.30 Material Contract 8 34K
5: EX-14.1 Material Foreign Patent 8 29K
6: EX-23.1 Consent of Experts or Counsel 1 7K
7: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) 2± 10K
8: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) 2± 10K
9: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) 1 7K
10: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) 1 7K
EX-14.1 — Material Foreign Patent
EX-14.1 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 14.1
BIG 5 SPORTING GOODS CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
(adopted February 10, 2004)
ARTICLE I
STATEMENT OF PURPOSE
Big 5 Sporting Goods Corporation (together with its subsidiaries, the
"Company") depends on the judgment and high personal standards of its directors,
officers and employees in order to conduct its business with integrity and in
full compliance with the law. The Company has established this Code of Business
Conduct and Ethics (this "Code of Ethics") that applies to all directors,
officers, and employees of the Company (individually, an "Employee," and,
collectively, the "Employees"). The purpose of this Code of Ethics is to deter
wrongdoing and to promote:
- Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
- Full, fair, accurate, timely, and understandable disclosure in
reports and documents that the Company files with, or submits to,
the Securities and Exchange Commission and other public
communications made by the Company;
- Compliance with applicable governmental laws, rules and regulations;
- The prompt internal reporting to an appropriate person or committee
of violations of this Code of Ethics; and
- Accountability for adherence to this Code of Ethics.
As a representative of the Company, each Employee has personal
responsibility for both the integrity and the consequences of his or her
actions. No policy can cover every possible situation, and whenever a question
arises about the propriety of certain actions, the Employee should seek advice
and counsel from his or her supervisor or department vice president or any other
officer of the Company. Employees are encouraged to contact any of the foregoing
persons regarding questions about this Code of Ethics.
ARTICLE II
ADMINISTRATION
The Audit Committee (the "Audit Committee") of the Board of Directors of
the Company shall administer this Code of Ethics. However, it is the individual
responsibility of each Employee to comply with this Code of Ethics.
ARTICLE III
COMPLIANCE WITH LAWS
1. It is the policy of the Company to comply with all applicable laws,
rules and regulations. Each Employee's actions shall be, to the best of his or
her knowledge, in accordance with all such laws, rules and regulations, and each
Employee is expected to be familiar with the laws, rules and regulations that
impact and control his or her specific duties.
2. No Employee may ask or pressure another Employee to break any law, rule
or regulation.
3. Employees are required to understand and comply with the Company's
insider trading policies that govern Employees' trading in securities of the
Company.
ARTICLE IV
COMPLIANCE WITH COMPANY POLICIES
1. Employees who are involved in preparing reports and other documents
filed with the Securities and Exchange Commission and other public
communications of the Company shall observe the Company's policies and
procedures with respect to such filings and communications, including, without
limitation, policies and procedures with respect to (a) internal controls and
(b) disclosure controls and procedures. All Employees shall cooperate fully in
any matters relating to the gathering of information and the preparation of such
filings and communications in order to promote full, fair, accurate, timely, and
understandable disclosures in such filings and communications.
2. Employees shall observe the Company's other policies and procedures,
including, without limitation, policies and procedures with respect to the
prohibition against discrimination or harassment.
ARTICLE V
CONFLICTS OF INTEREST
1. Employees shall take all practicable steps to avoid conflicts of
interest. A "conflict of interest" occurs when an individual's private interest
interferes - or even appears to interfere - in any way with the interests of the
Company as a whole. A conflict situation can arise when an Employee takes
actions or has interests that may make it difficult to perform his or her
Company work objectively and effectively. Conflicts of interest also arise when
an Employee, or a member 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, such persons are of special concern.
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2. In questionable situations, Employees should direct requests for
determination of whether or not a conflict of interest exists to his or her
supervisor or department vice president or to any other officer of the Company.
3. If a situation that creates a conflict of interest arises, the Employee
involved and any Employee who is aware of such conflict of interest must
promptly report it (a) if the person involved is a director or an executive
officer of the Company to the Chair of the Audit Committee, or (b) if the person
involved is someone other than a director or an executive officer of the
Company, to the Employee's supervisor or department vice president or to any
other officer of the Company.
4. The person to whom the conflict of interest is reported, or his or her
designee, shall monitor the situation creating the conflict of interest. To the
fullest extent practicable, the Employee with the conflict of interest shall be
removed from any decision-making on behalf of the Company related to the
situation creating the conflict of interest. In no event shall the Employee with
the conflict of interest be permitted to receive any improper personal benefit
from such situation.
ARTICLE VI
CORPORATE OPPORTUNITIES
1. Employees shall not appropriate any business opportunity that is
discovered through the use of the Company's property or information or their
position with the Company.
2. Employees shall not use their position with the Company or the
Company's property or information for personal gain or the personal gain of
members of their families.
3. Employees shall not compete with the Company.
4. Employees owe a duty to the Company to advance its legitimate interests
when the opportunity to do so arises.
ARTICLE VII
FAIR DEALING
1. Each Employee should maintain a high degree of integrity in his or her
business dealings on behalf of the Company. The Company expects that each
Employee shall in the performance of his or her duties:
(a) Deal fairly with the Company's customers, suppliers, competitors
and employees in accordance with prevailing standards of business conduct;
and
(b) Not take unfair advantage of the Company's customers, suppliers,
competitors or employees through manipulation, concealment, abuse of
privileged
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information, misrepresentation of material facts or any other
unfair-dealing practice.
2. In pursuing business opportunities, Employees shall not offer improper
favored treatment designed to gain a competitive edge. This includes offering
customers, contractors, potential customers or contractors, or their family
members, gifts or entertainment that exceed prevailing standards of business
conduct in the retail sporting goods industry as an inducement for business
transactions with the Company.
3. Employees shall make procurement decisions exclusively on the basis of
the Company's best interests, considering such factors as quality, service,
price, financial responsibility and maintenance of reliable sources of supplies.
It is improper for an Employee to seek or receive favored treatment from a
potential or actual supplier or contractor in the form of gifts or entertainment
to the Employee or any of the Employee's family members that exceed prevailing
standards of business conduct in the retail sporting goods industry.
4. Employees shall not offer, give, provide, or accept any gift or
entertainment in connection with the Employee's relationship or employment with
the Company that is a cash gift, that can be construed as a bribe, kickback or
payoff or that violates any applicable laws, rules or regulations.
ARTICLE VIII
PROTECTION OF COMPANY ASSETS
1. Employees shall, to the fullest extent practicable, protect the
Company's assets and ensure their efficient use.
2. Employees shall use the Company's assets only for the Company's
legitimate business purposes.
3. No Company assets, including employee work time, may be contributed to
any political candidate, party or campaign.
ARTICLE IX
HEALTH AND SAFETY
1. Employees shall comply with all applicable laws, rules and regulations
and applicable policies and procedures to maintain a safe workplace.
2. Employees shall not possess, store or use any weapons or unlawful drugs
at any Company facility or worksite.
3. Employees shall not possess, consume or store alcoholic beverages at
any Company facility or worksite, except in connection with specific occasions
or events approved in advance by an executive officer of the Company.
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ARTICLE X
BUSINESS INFORMATION AND RECORDS
1. All Company books, accounts, records and financial reports must be
maintained accurately, with complete documentation and in accordance with all
relevant accounting, internal control and documentation retention requirements.
No entries will be made, and no reports will be issued, that intentionally
conceal or disguise the true nature of the transaction. All funds and accounts
established by the Company must be accurately described in relevant books and
records. No undisclosed, unrecorded or "off-book" funds or assets may be
established or maintained for any purposes.
2. Expense reports shall accurately reflect expenses incurred in the
course of doing business and shall comply with the Company's expense
reimbursement policy.
3. Employees shall record and charge their time accurately and to the
proper accounts. Supervisors are responsible for ensuring that employees' time
is charged properly.
ARTICLE XI
CONFIDENTIALITY
Each Employee shall maintain the confidentiality of the Company's
confidential and proprietary information in accordance with the Company's
confidentiality policies and any confidentiality agreements entered into by or
with the Company. The same requirements apply to protecting confidential
information entrusted to the Company by a third party.
ARTICLE XII
REPORTING AND CONSEQUENCES OF VIOLATIONS
1. The Company expects each of its Employees (a) to comply with all
provisions of this Code of Ethics, (b) to use his or her own high standards and
reasoned judgment, and (c) to seek the advice and counsel of his or her
supervisor or department vice president or any other officer of the Company in
ambiguous situations, when the Employee has any question about the appropriate
course of action, and to clarify issues not covered by these standards. The
management of the Company is charged with creating and maintaining an
environment that promotes proper business conduct and allows employees to feel
free to question or report in good faith suspected improprieties without fear of
retribution.
2. An Employee (a) shall report any violations of this Code of Ethics by
the Company's directors or executive officers to the Chair of the Audit
Committee and (b) shall report any violations of this Code of Ethics by other
Employees who are not directors or executive officers of the Company to his or
her supervisor or department vice president or to any other officer of the
Company. Employees shall not deliberately
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provide false information concerning violations of laws, rules, regulations or
this Code of Ethics. An Employee who deliberately fails to report a violation of
which he or she is aware, or who deliberately provides false information, may be
subject to disciplinary action.
3. An Employee may report concerns regarding questionable accounting or
auditing matters anonymously by contacting the Chair of the Audit Committee on
an anonymous basis. If the Employee wants the submission to be anonymous, the
Employee should not leave or provide his or her name or other personal
identifying information. The Employee should provide as much information as
possible, including all relevant facts and circumstances that he or she believes
should be considered in evaluating the situation. If the Employee requests, the
Company will maintain the confidentiality of the submission to the extent
reasonably practicable. However, the Company may be required to disclose the
submission in response to legal proceedings, subpoenas, civil or criminal
investigative demands, or similar processes. In addition, the Company may be
required to disclose publicly the matters pertaining to the violation or to take
corrective actions and to disclose publicly those corrective actions. In order
to make a thorough investigation, it also may be necessary to make inquiries or
otherwise engage in conduct that may make it possible to discern the source of
the information even though the submission was made anonymously.
4. The Company shall not discharge, demote, suspend, threaten, harass or
in any other manner discriminate against any Employee in the terms or conditions
of employment because of any lawful act done by such Employee to (a) assist in
an investigation, (b) provide information or (c) cause information to be
provided, in the case of (a), (b) and (c), regarding any conduct that such
Employee reasonably believes constitutes a violation of this Code of Ethics or
any applicable law, rule or regulation of any governmental entity, including,
without limitation, any lawful act (X) to provide information, cause information
to be provided, or otherwise assist in an investigation regarding any conduct
which the employee reasonably believes constitutes a violation of Federal mail
fraud statutes, any rule or regulation of the Securities and Exchange
Commission, or any provision of Federal law relating to fraud against
shareholders, when the information or assistance is provided to or the
investigation is conducted by (i) a Federal regulatory or law enforcement
agency, (ii) any member of Congress or any committee of Congress or (iii) a
person with supervisory authority over the employee (or such other person
working for the Company who has the authority to investigate, discover, or
terminate misconduct); or (Y) to file, cause to be filed, testify, participate
in, or otherwise assist in a proceeding filed or about to be filed (with
knowledge of the Company) relating to an alleged violation.
5. The provisions of this Code of Ethics may be waived for directors or
executive officers only by the Company's Board of Directors. The Company shall
promptly disclose any such waiver, and the reasons therefor, in accordance with,
and to the extent required by, the rules and regulations of the Securities and
Exchange Commission and any applicable standards of The Nasdaq National Market.
The provisions of this Code of Ethics may be waived for Employees who are not
directors or executive officers by the Company's Chief Executive Officer, or his
or her designee, or
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by the Company's Board of Directors. The Company may not waive the provisions of
Section 5 of this Article XII.
6. Any violation of this Code of Ethics by an officer or employee of the
Company shall subject such officer or employee to disciplinary action,
including, without limitation, suspension, demotion or discharge. Any violation
of this Code of Ethics by a director of the Company may constitute cause for
disciplinary action, including, without limitation, a request by the Company for
the resignation of such director.
This Code of Ethics may be amended by the Company's Board of Directors. Any such
amendment shall be promptly disclosed by the Company in accordance with, and to
the extent required by, the rules and regulations of the Securities and Exchange
Commission and any applicable standards of The Nasdaq National Market.
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COMPLIANCE CERTIFICATION
I have read and understand the Company's Code of Business Conduct and
Ethics. I agree that I will comply with the Code of Business Conduct and Ethics.
If I am an officer or employee of the Company, I agree that violations of the
Code of Ethics will constitute cause for disciplinary action, including, without
limitation, suspension, demotion or discharge.
I certify that I am not currently in violation of the Code of Ethics.
Dated: ________ __, 200_.
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Name
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 3/12/04 |
| | 2/10/04 | | 1 | | | | | 3, 4 |
For Period End: | | 12/28/03 | | | | | | | 10-K/A |
| List all Filings |
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