(Effective 1-1-18)

Mingledorff’s, Inc. together with its subsidiaries (the “Company”) is committed to conducting their business in accordance with the highest standards of integrity and excellence and in compliance with applicable laws and regulations. This goal can only be achieved with the full commitment of our employees, officers and directors. It is the responsibility of each of us to comply with both the spirit and the letter of all applicable rules and regulations and with this Code of Ethics and Business Conduct. This Code of Ethics and Business Conduct applies to all directors, officers and employees of the Company and highlights principles reflecting the Company’s standards for ethical and legal business practices. More detailed guidance can be found in Company policies and procedures. Such policies include the Company’s Employee Handbook.

Our Commitment to ComplianceWith All Laws:
Obeying the law, both in letter and in spirit, is the foundation on which the Company’s ethical standards are built. The Company is committed to complying with all laws, rules and regulations that apply to our business. It is the personal responsibility of each individual to adhere to the standards and restrictions imposed by those laws, rules and regulations. Employees are charged with the responsibility to acquire appropriate knowledge of the requirements relating to his or her duties to enable him or her to recognize potential dangers and to know when to seek legal advice or other advice regarding any Company compliance policy.

Our Commitment to the Market Place:
The Company is committed to competing both lawfully and ethically in the marketplace. We are honest and fair in all our business dealings with customers, vendors and business partners. In addition, we seek to outperform our competition fairly and honestly. In honoring this commitment:

  • We never use unlawful or unethical means to learn about our competitors, and we gather business intelligence in a proper and lawful manner.
  • We market and sell products with honesty and integrity, and in compliance with all applicable laws.
  • We compete in compliance with all applicable antitrust and competition laws.

Our Commitment to Integrity:
Our success is dependent on our good reputation. Each of us must act with integrity in everything we do to preserve and enhance the Company’s reputation. In honoring this commitment we avoid actual or potential conflicts of interest. We should ensure our private activities and interests do not interfere with our responsibilities or the interests of the Company. A conflict of interest can arise when we take actions or have interests that conflict with or make it difficult to perform our duties for the Company objectively and effectively. Conflict of interests can also arise when an employee or its family member received improper personal benefits due to its position with the company. We should endeavor to avoid situations that could result in even the appearance of a conflict of interest.
Employees may not pay, loan or otherwise disperse bribes, “kick backs”, or other payments designed to influence or compromise the conduct of the recipient; and employees should not accept any funds or other assets for assisting in obtaining business or for securing services from Company Employees who award contracts, who can influence the allocation of business, or who participate in the negotiation of contracts must be especially careful to avoid actions that create the appearance of favoritism or that may adversely affect Company’s reputation for impartiality and fair and honest dealing.

Our Commitment to Maintain Accurate Books and Records:
The Company requires honest and accurate recording and reporting of information, including time sheets, sales records and expense reports, in order to make responsible business decisions. All of the Company books, records, account and financial statements must be maintained in reasonable detail, must appropriately reflect Company’s transactions and must conform both to applicable legal requirements and the Company’s system of internal controls. Employees must not falsely report transactions, or fail to report the existence of any known false report in Company’s accounting records. Furthermore, employees are prohibited from circumventing any policies and procedures that represent an element of our internal controls.

Our Commitment to Protect Company Assets:
We operate in the best interests of the Company and our shareholders, and we exercise care in the use of our assets and resources. In honoring this commitment, employees must protect all Company assets and property, including our computers and networks, against misuse, waste or theft. Any suspected incident of fraud or theft should be immediately reported for investigation.
Our obligation to protect Company’s assets includes its proprietary information. We must safeguard the confidential, proprietary and personal information of Company against inappropriate or unauthorized disclosures. This includes information that our suppliers, customers and business partners entrust to us. The obligation to preserve confidential information continues even after employment ends.

Our Commitment to Our Employees:
The Company is committed to treating all employees with dignity and respect and to a workplace that is free from discrimination, harassment and retaliation. The safety of our employees and others who work with the Company is a priority. In honoring this commitment:

  • We recruit, hire, train, promote and provide other conditions of employment without regard to a person’s race, religion, gender, color, national origin, sexual orientation, age, disability, veteran status or other protected status and in accordance with applicable law.
  • We do not tolerate unlawful harassment, violence or threats of violence at work.
  • We promote a drug-free, alcohol-free workplace, and expect employees to perform their duties to the Company free from the influence of illegal drugs or alcohol.
  • We maintain a workplace environment that promotes and protects the health and safety of our employees. We each are responsible for helping to ensure the safety of Company’s workplace through personal action and through the prompt reporting of unsafe conditions.

Reporting Any Illegal or Unethical Behavior:
All employees have a duty to report any violations of this Code of Ethics and Business Conduct. In addition, the Company encourages employees to present ideas or ask questions about this Code of Ethics and Business Conduct —especially those of a legal or ethical nature. All managers are responsible for supporting and enforcing this policy by maintaining an “open door” for their direct reports and those who may reach out to them. While we hope that employees feel comfortable discussing any matter with their supervisors, there may be times when a supervisor cannot help. There are a variety of resources available to help. You can contact any one of the following:

  • The next higher level of supervisor
  • The head of your business team
  • Human Resources Department
  • Legal Department

Anonymous Reporting System:
While you should be able to resolve your compliance issues through the resources provided above, there may be an occasion where you want to raise an issue or concern anonymously. For this reason, the Company has established the Anonymous Reporting System which is managed by a third party vendor. All messages submitted through this system are anonymous (unless you reveal your name) and then forwarded to the Company’s compliance committee for investigation. In responding to your concern or comment, you may be asked to provide additional information regarding your message with total anonymity. The system will generate a numeric code for each complaint or comment, and you can use that code to track the status of your message and interact confidentially with the compliance committee or others using the system.

Remember, you are required to report any known violations of applicable law, rule, regulation or Company policy, including any violations of the Code of Ethics and Business Conduct. When in doubt, raise your concerns.

No Retaliation:
The Company is committed to protecting individuals against retaliation. The Company will not tolerate any retaliation against any person who provides information in good faith to Company or law enforcement official concerning a possible violation of any law, regulation or this Code of Ethics and Business Conduct. Any employee, director or officer who violates this rule may be subject to civil, criminal and administrative penalties, as well as disciplinary action, up to and including termination of employment.