MGP INGREDIENTS, INC.
CODE OF CONDUCT
This Code of Conduct is applicable to all of our directors, designated officers (as defined below) and other officers and employees and provides a general statement of our expectations regarding ethical standards that such persons are expected to adhere to. As used herein, unless the context otherwise requires, designated officers means our chief executive officer, chief financial officer and chief accounting officer or controller or persons performing similar functions, we, our, us or the Company means MGP Ingredients, Inc. and you means a director, officer or employee of the Company, as appropriate.
Accurate and Timely Periodic Reports
We are committed to providing investors with full, fair, accurate, timely and understandable disclosure in the periodic reports that we are required to file and in other public communications that we make. We expect our designated officers and others responsible for such matters to:
comply with generally accepted accounting principles at all times;
maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;
maintain books and records that accurately and fairly reflect our transactions;
prohibit the establishment of any undisclosed or unrecorded funds or assets;
maintain a system of disclosure controls and procedures that will provide reasonable assurances to management that material information about us is made known to management, particularly during the periods in which our periodic reports are being prepared; and
present information in our periodic reports and other public communications in a full, fair, accurate, timely, clear and understandable manner.
No one should engage in off the record transactions and each of you should report accurately and completely all financial transactions to the appropriate accounting department personnel.
Conflicts of Interest
You should avoid situations that may involve a conflict between your personal interests and the Companys interests. In general, conflicts of interest may arise when you have interests that may make it difficult to perform your work for us objectively and effectively. Examples of possible conflicts of interest are when you
lend material assistance to our competitors;
have a significant financial or other interest in, or seek personal loans or services from, a customer, supplier or competitor;
conduct business on our behalf with your family members; or
accept money, gifts of more than nominal value or other special accommodations from a supplier, customer or competitor.
In dealing with current or potential customers, suppliers, and competitors, you should act in the Companys best interests to the exclusion of personal advantage. If your outside interest or activities may be antagonistic with the interests of the Company, then you should either have the activity approved by a disinterested member of management or you should cease engaging in it. Any transaction in which a director or executive officer may have a conflict of interest must be approved by the Audit Committee of our Board of Directors.
Compliance with the Law
If we do not comply with the law, we will create problems for ourselves as well as those around us. Illegal actions damage reputations and erode the confidence and trust that others have placed in us. Accordingly, it is our policy that all laws be obeyed, however insignificant, and that this requirement must be placed ahead of our own personal interests and the Companys operating results. The following are generalized comments on certain areas of the law and written Company policies that you should be particularly reminded of because of the nature of the Companys business.
Bribery. Do not take or give a bribe. Under-the-table payments in cash are illegal. Bribes may also be disguised as unusual loans, lavish gifts, illegitimate finders fees or commissions, unusual favors and the like. Bribery can result in the voiding of otherwise legitimate contracts and in the imposition of substantial criminal and civil penalties.
Personal Use of Company Property. Do not use Company property for your own personal interest unless that use has been properly authorized. Company property includes many things such as automobiles, long distance lines, confidential Company information, business opportunities that belong to the Company, and the like. A use is properly authorized only if it has been approved by one or more Company officers who have authority to grant such approval. Do not seek permission from someone whom you know does not have the authority to grant it. As a corollary, do not grant permission if you do not have authority to do so.
Illegal Use of Confidential Information. Treat all material public information about the Company as confidential. Do not be a tipper of confidential information. Confidential information is an item of Company property to be used only for the proper conduct of the Companys business. You should not use it or allow others to use it to promote outside interests. Inappropriate, intentional or inadvertent disclosures may harm the Companys business or other persons who trade in the Companys stock. Such private disclosures can damage customer relationships, give our competitors an edge, create personal anguish or result in illegal stock trading profits generated at the expense of the uninformed.
Trading in the Companys Stock. You should not engage in short sales or in trading the Companys stock on a short term basis.
You should not buy or sell the Companys stock if you possess material information about the Company that has not been released to the public. Information is material if there is a substantial likelihood that a reasonable investor would consider the information as either (i)
important in deciding whether to buy, sell or hold a security of an issuer or (ii) as changing the total mix of information in the marketplace about a security or its issuer. Examples includes earnings, merger negotiations, a significant sale or acquisition of assets, changes in dividend policy, a stock split or the offering of additional securities, etc. Generally, any information that could reasonably be expected to affect the price of our stock in your favor should be deemed material. The prohibition on insider trading also applies to stock of other companies if you learn of material non-public information about those other companies in the course of performing your duties for us. Using non-public information for personal financial benefit or tipping others who might use it to make an investment decision is both unethical and illegal.
You are encouraged to clear all trades in advance with the CFO.
Anti-trust laws; price fixing; bid rigging. Our activities are subject to the antitrust and competition laws of the United States and the various states and countries in which we do business. In general, those laws prohibit agreements or actions that may restrain trade or reduce competition. Examples of possible violations of these laws include agreements with competitors to fix or control prices, to boycott specified suppliers or to allocate products, territories or markets. Special care should be taken to ensure that any contact with representatives of our competitors, suppliers and others with whom we do business will not be viewed as a violation of any antitrust law. In an antitrust action, both you and the Company can be assessed three times the amount of the actual damages, and violations of the antitrust laws may also result in substantial fines and imprisonment.
Contacts with Public Officials. When dealing with public officials, avoid any activity which is or appears illegal or unethical. Giving gifts, including meals, entertainment, transportation and lodging, to government officials in the various branches of federal, as well as state and local, governments is restricted by law. You should obtain the CEOs approval before giving anything of value to a government official or employee. The foregoing does not apply to personal lawful political contributions.
In addition, the U.S. 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. Illegal payments to government officials of any country are prohibited.
Alcohol and Drugs. Use of alcohol or drugs which may in any way affect performance on the job can have disastrous consequences on other personnel and on Company property. Personnel found to be under the influence of either while on the job will be subject to immediate dismissal.
Harassment or Mistreatment of Co-Workers. Lets treat our co-workers as we would want to be treated were we in their shoes. All employees should respect the rights and cultural differences of other individuals. It is our policy not to discriminate against any person because of age, race, color, sex, religion, disability, national origin, or other classes protected by applicable federal, state or local law. Harassment of any such type will not be tolerated. You should be particularly familiar with the Companys Harassment Policy and avoid situations that might give rise to harassment claims.
Improper Use of E-mail, Voice Mail, Internet and Other Information Systems. You should be familiar with the Companys extensive written policies covering these issues and
insure that your use of these systems (a) is efficient, succinct, well thought out and properly motivated, (b) is not for personal purposes except to the extent expressly permitted by the Companys written policies, (c) does not jeopardize the confidentiality of Company confidential information, (d) does not in any way permit or provide access to our systems by unauthorized persons, (e) does not violate the copyrights of licensors or owners of software used by the Company, and (f) does not infect the systems with a virus.
Unsafe Practices. Grain processing presents special opportunities for hazards to personal safety and the safety and health of our employees is very important. There are local, state and national laws which are designed to promote a safe workplace. 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. Everyone should be on the lookout for potentially unsafe conditions and report them when they occur so that they may be promptly remedied.
Family, Friends, and Associates. Do not assist your family or others whom you associate with any activities that would directly or indirectly violate this policy.
We encourage all employees to report concerns, including possible violations of this Code of Conduct, so that they can be investigated and evaluated. Concerns may be presented in person or in writing to our Vice President of Human Resources. Concerns may be reported on a confidential and anonymous basis. Written concerns should be addressed to our Vice President of Human Resources at MGP Ingredients, Inc., 1300 Main, P.O. Box 130, Atchison, Kansas 66002-0130. All violations of this Code of Conduct will be reported to the Chief Executive Officer, who will cause an appropriate investigation of the violation to be made. Any concerns raised about financial accounting practices or the Companys system of internal accounting controls will also be reported to the Chairman of the Audit Committee of the Board of Directors, which will be responsible for overseeing the investigation and resolution of such concerns. Any such investigation will be conducted in a confidential manner to the fullest extent possible, consistent with the need to conduct an adequate investigation.
The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of violation of the Code of Conduct or otherwise as specified in the Sarbanes-Oxley Act of 2002.
The policies reflected in this Code of Conduct are important to the Company. Violations will subject offenders to some manner of disciplinary action, when and as warranted. Discipline will not necessarily be progressive in nature, which means that the first violation will not necessarily begin with the least severe discipline and then move up one level for each subsequent violation. The appropriate discipline will be given considering the nature of the violation and the individuals history with the Company. Possible disciplinary measures may range from a warning to a discharge. In addition, referral of a matter may be made to appropriate government authorities.
The Audit Committee is responsible for setting the standards set forth in this Code of Conduct and may, in its discretion, update it from time to time. Any amendments affecting directors or executive officers will be publicly disclosed in accordance with the rules of the Securities and Exchange Commission. The Audit Committee also may determine to waive violations of this Code of Conduct, but any such waiver which constitutes a material departure from a provision of this Code of Conduct regarding a director or executive officer is also subject to full board approval and will be publicly disclosed in accordance with the rules of the Securities and Exchange Commission.
No code of conduct can replace the thoughtful behavior of an ethical employee or director or provide definitive answers to all questions. If you are in doubt about the best course of action to take in a particular situation, we encourage you to seek guidance from your supervisor, manager or other appropriate person.