Escalade Sports has adopted Escalade, Incorporated’s Code of Business Conduct and Ethics. Therefore, the Code of Business Conduct and Ethics presented in the handbook is subject to change at any time at the sole discretion of Escalade, Incorporated’s Board of Directors. Approved changes to this Code will supersede the version presented below. Escalade Incorporated’s Code of Business of Conduct and Ethics can also be found on the Company’s website.
Escalade, Incorporated, and all of its subsidiaries and affiliates, have many important assets, but one of the most valuable is our established and unquestioned reputation for integrity. We are judged by our conduct and we must act in a manner that merits public trust and confidence. Escalade has adopted this Code of Business Conduct and Ethics to help ensure that it retains its integrity and merits public trust and confidence.
All officers, directors and employees of Escalade, its subsidiaries and its affiliates are responsible to become familiar with, follow and promote compliance with this Code. You shall comply with the spirit of these guidelines and not attempt to achieve indirectly, through the use of agents or other intermediaries, what is directly forbidden. This Code is periodically reviewed by Escalade’s Board of Directors.
The Code is a general outline of the standard by which all directors, officers and employees of Escalade (including Escalade’s Chief Executive Officer, Chief Financial Officer, Controller and its other executive officers) are expected to conduct themselves. The Code is not intended to cover every applicable law or provide answers to all questions that might arise but, is an integral part of the policies and procedures governing all of us at Escalade. You should read this Code carefully; any questions should be directed to your supervisor or manager. The Code is not intended to and does not in any way constitute an employment contract or assurance of continued employment, and does not create any rights in any director, officer, employee, client, supplier, competitor, shareholder or any other person or entity.
In most situations, our personal values and integrity will guide us to the right decision. However, we must always keep in mind how our actions affect the credibility of our organization as a whole, and for this reason, our business ethics must reflect the values and standards of conduct outlined in this Code. We encourage each employee to ask questions, seek guidance and express any concerns you may have.
This Code replaces any editions previously provided to you and your adherence to this Code is required to the same extent as you previously had agreed.
Quality of our Products
Escalade’s policy is to produce products of the finest quality for our customers. The quality standards established by Escalade’s management are intended to match or exceed recognized good manufacturing practices and to comply with applicable laws and regulations. Each employee of Escalade is responsible for maintaining the highest integrity and quality of Escalade’s products and for reporting to your supervisor or manager any actions that may jeopardize these standards.
You have a duty of loyalty to the Company and must therefore avoid any actual or apparent conflict of interest with the Company, its customers, its vendors or other employees and directors. A conflict situation can arise if you take action or have an interest that may make it difficult to perform your work objectively and effectively. Conflicts of interest may also arise if you or a family member receives improper personal benefits as a result of your position with Escalade.
Corporate Opportunities. You may not (a) take for yourself any personal opportunities that are discovered through the use of Escalade’s property, information or your position; (b) use Escalade’s property, information or position for personal gain; or (c) compete with Escalade. You owe a duty to Escalade to advance the Company’s legitimate interests when the opportunity to do so arises. Without the prior approval of the Chief Executive Officer of Escalade, you are not permitted to participate with customers, competitors, or suppliers in business ventures, or, serve as a director, agent, broker or representative for them. Additionally,officers or executives, Vice President or above, may not serve as a director or agent for any “for profit” organization without the prior approval of the Chief Executive Officer of Escalade.
Gifts or Requests. Federal law makes it a criminal offense for you (1) to solicit for yourself or for a third party (other than Escalade) anything of value from anyone in return for any business, service or confidential information about Escalade or (2) to accept anything of value (other than authorized compensation) from anyone in connection with the business of Escalade, either before or after a transaction is discussed or consummated. Any gift or gratuity from present or former customers, suppliers or shareholders should be declined to avoid any appearance of impropriety or undue influence, with the following exceptions:
· ordinary business meals;
· modest holiday gifts;
· gifts based upon a family relationship or close personal relationship pre-dating your involvement with Escalade;
· acceptance of loans from banks or other financial institutions on terms generally available to the public at large; or
· acceptance of discounts or rebates on merchandise or services on terms generally available to the public at large or on terms generally available to Escalade employees.
These permissible gifts or gratuities should only be accepted when it is clear the donor is not trying to exert any influence over you in connection with a transaction involving Escalade, and the gift or gratuity is unsolicited. Generally, a gift or gratuity (or an aggregate of several gifts or gratuities) having a value greater than $100 should be rejected. Any offer or receipt of a gift, discount or rebate (or an aggregate of several of the same) of more than $100 should be promptly reported in writing to either the Chief Executive Officer or Chief Financial Officer of Escalade.
Investments. You should avoid any investment in the business of a customer, supplier or competitor unless the security is publicly traded on a national exchange and there is no possibility for a conflict of interest. You should also avoid any investment in an initial public offering of any company if one of the underwriters or other investment banks involved in the offering is providing, has provided, or may likely provide in the future, products or services to or for Escalade. You should make personal investments with prudence and avoid situations which might influence one’s business judgment or advice. In no event should you use confidential or proprietary information or work product developed or acquired during the course of your employment as a means of making any personal gain.
Employment. For our full-time employees, outside employment is discouraged and Escalade reserves the right to prohibit full or part-time employees from engaging in outside employment where it might subject Escalade to the appearance of impropriety or might interfere with your employment at Escalade. Exempt salaried employees must notify the Chief Executive Officer of Escalade of any outside employment in which they are presently engaged or desire to accept while employed by Escalade on a full or part-time basis. After notification, the Chief Executive Officer of Escalade will advise you if there is a potential problem.
Recommendation of Professionals or Products. When a recommendation is requested from you by customers or business partners of Escalade for their own use or by other employees, officers or directors of Escalade for use by Escalade regarding professional services such as accountants, attorneys, investment bankers, realtors or insurance agents or regarding products to be leased or purchased, you should avoid recommending someone if you or a family member receives improper personal benefits as a result of your recommendation. You should disclose any such relationships to the party requesting the recommendation and report any possible personal benefits that you or a family member may receive as a result of your recommendation to the Chief Executive Officer of Escalade.
Civic and Charitable Activities. Before you become a director or trustee of an outside not-for-profit organization, you must notify the Chief Executive Officer of Escalade. Volunteer work and participation in worthwhile and responsible civic and not-for-profit organizations is encouraged, provided it does not unduly interfere with your employment, pose a conflict of interest with your duties and responsibilities to Escalade or its customers or impair your ability to perform at Escalade.
Political Contributions. No funds or assets of Escalade shall be used to aid any candidate or nominee for national, state or local political office or to aid any political parties or committees unless otherwise permitted by law and approved in advance by the Chief Executive Officer of Escalade. These restrictions apply to payments for like activities in countries other than the United States unless the relevant laws allow such payments and they are approved in advance by the Chief Executive Officer of Escalade. Prior approval, however, must be obtained from the Chief Executive Officer before you accept appointment or nomination to any public office or before you become a candidate for the same.
You should endeavor to deal honestly, ethically, fairly and in good faith with Escalade’s customers, shareholders, employees, suppliers, regulators, business partners, competitors and others. You may not take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation, fraudulent behavior or any other unfair dealing practice.
Compliance with Laws, Rules, Regulations. You must conduct yourself at Escalade and all of its functions or when acting on its behalf in a manner which is in full compliance with all applicable domestic and foreign laws, rules and regulations, as well as with all of Escalade’s other policies and procedures. Activity or behavior which would be criminally or civilly actionable is prohibited. Escalade’s senior executives should be consulted when appropriate. In no case shall an employee, officer or director use illegal (e.g. theft, bribery, fraud or misrepresentation) or unethical means or methods when acting on behalf of Escalade.
Company Reporting. It is of critical importance that Escalade’s filings with the Securities and Exchange Commission and other regulatory agencies and authorities as well as its other public communications be full, fair, accurate, timely and understandable. Depending on your position with Escalade, you may be called upon to provide necessary information to assure that Escalade’s filings and public reports meet these standards. Escalade expects employees, officers and directors to take this responsibility very seriously and to provide prompt, accurate answers to inquiries related to Escalade’s filing and public disclosure requirements.
Books and Records. Escalade’s books, records and accounts shall accurately and fairly reflect the transactions of Escalade in reasonable detail and in accordance with Escalade’s accounting practices and policies.
· No false or deliberately inaccurate entries (such as overbilling) shall be made for any reason. Discounts, rebates, credits and allowances do not constitute over billing when lawfully granted; the reasons for the grant should be documented in writing in Escalade’s records, including the party requesting the treatment. Consignment sales are pre-approved by the Chief Executive Officer and are not recognized as revenue until title is transferred and the right of return expires.
· No payment shall be made with the intention or understanding that all or any part of it is to be used for any purpose other than that described by the documents supporting the payment.
· No undisclosed or unrecorded funds or assets shall be established for any purpose unless permitted by applicable laws, rules and regulations and applicable accounting guidelines.
· No false or misleading statements, written or oral, shall be made to any internal or external accountant, auditor, attorney or other representative with respect to preparation of Escalade’s financial statements or documents to be filed with the Securities and Exchange Commission or other governmental authorities or regulatory bodies.
· The Escalade, Inc. “Accounting Principles and Policies” are to be followed.
Questionable or Improper Payments. The use of any funds or assets of Escalade for any unlawful or improper gifts, payments to customers, government employees or other third parties is strictly prohibited.
The Foreign Corrupt Practices Act (“FCPA”) broadly prohibits U.S. firms and persons from offering money or “anything of value” to any foreign government official for the purpose of influencing such official. The consequences of violating the FCPA are extremely severe, including possible civil and criminal penalties for both Escalade and its employees. In the United States, nothing of value, such as gifts or entertainment, may be provided to government personnel unless clearly permitted by law and any applicable regulation.
Therefore, no payment from Escalade’s funds or assets shall be made to or for the benefit of a representative of any domestic or foreign government (or subdivision thereof), labor union, or any current or prospective customer or supplier for any reason. This prohibition applies to direct or indirect payments made through third parties and employees as well as is intended to prevent bribes, kickbacks or any other form of payoff.
Under the FCPA, so-called “facilitating payments” made in foreign countries to low-level government employees may be permissible in certain circumstances. All such payments must be pre-authorized by Escalade‘s Chief Executive Officer or Chief Financial Officer.
Commercial business entertainment which is reasonable in nature, frequency and cost is permitted. Reasonable business entertainment would cover for example, a lunch, dinner, or occasional athletic or cultural event, or gifts of nominal value (approximately $100 or less). At all times, we must remain within the FCPA.
Loans. Loans may not be made to employees or directors without the approval of the Board of Directors. The only exception is that travel advances up to $1,500.00 may be approved by the Chief Executive Officer of Escalade, or its subsidiaries.
Anti-Trust Laws and Competition. Any business activities which involve any of our competitors should be conducted cautiously. An agreement between competitors relating to prices or allocations of territories or customers is unlawful. Competitive marketing and bidding activities should be fair and ethical.
Protection and Proper Use of Company Assets. Company assets, such as information, materials, supplies, time, intellectual property, software, hardware, and facilities, among other property, are valuable resources owned, licensed, or otherwise belonging to Escalade. You are expected to treat the property of Escalade with care and should not remove it from Company premises without a supervisor’s or manager’s approval. Escalade’s property should only be used for legitimate business purposes. Any work product of an employee is the property of Escalade if it is the result of work performed while at work or with Company property.
You have an obligation to maintain the confidentiality of information entrusted to you by Escalade, its business partners, suppliers, customers or others related to Escalade’s business. Confidential or proprietary information may not be disclosed to others except when disclosure is authorized by Escalade or legally required.
What Constitutes Confidential Information? All oral and written communications and information relating to Escalade, or its customers, suppliers, shareholders and other employees of Escalade, which you acquire during the scope of your employment and which is not otherwise available to the general public constitutes confidential information. This includes not only information you acquire from third parties but also any work product you generate as an officer, director or employee of Escalade including, for example, customer and prospect lists, and computer programs. You should assume that any such work product or materials are confidential information subject to the policies and restrictions on use and disclosure outlined in this Code.
What Constitutes Proprietary Information? Certain types of information may not be confidential but may still be proprietary property of Escalade. You acknowledge that while employed by Escalade all work products that you produce are and shall remain the sole and exclusive property of Escalade. Even though information such as customer and prospect names, presentation materials, marketing materials, product information, and business methods or processes may otherwise be available to the general public, it remains the property of Escalade and individual employees shall have no personal rights to such information or products either during or after employment with Escalade.
Customer/Supplier Information. You also have an obligation to maintain as confidential any information acquired with respect to present, past or prospective customers, suppliers, shareholders and other employees of Escalade. Any such information shall be used solely for banking or corporate purposes and shall under no circumstances be revealed to unauthorized persons, whether within or outside of Escalade. Aside from routine credit and personal inquiries, information concerning a customer, employee, shareholder or a business transaction may be revealed only with the consent of the individual or entity involved, or pursuant to proper subpoena, court order or other legal process.
Data Security. You acknowledge that Escalade’s data processing systems and data are private and confidential, and you may only access the systems and data according to the authority given you. Any unauthorized access, update or use of Escalade systems or data is strictly prohibited. Furthermore, you are protecting the integrity of all Escalade systems and data and you will only divulge information related to such systems or data to those having an authorized business requirement. You are prohibited from compromising access to such Escalade systems or data by communicating your identification and/or password to anyone.
You will report all violations or suspected violations of this policy immediately to your supervisor or manager who must promptly advise Escalade’s Chief Financial Officer of your report.
Prohibitions on Insider Trading
Escalade has a written policy prohibiting directors, officers and employees from engaging in insider trading and makes those persons responsible for ensuring compliance by his or her immediate family members of those same restrictions on trading. The Company’s insider trading policy is intended to comply with the securities laws of the United States which prohibit those insiders from buying or selling securities of Escalade while in possession of material confidential information relating to Escalade or from otherwise improperly using material confidential information in connection with trading in securities. Material confidential information is any non-public information that would be significant in making an investment decision.
Escalade’s policy prohibits insiders from engaging in any action to take advantage of, or pass on to others, material confidential information. Escalade’s prohibition applies to material confidential information obtained in the course of your employment and also relates to customers, vendors and third parties with whom Escalade conducts business and/or may be considering a transaction. Insiders may not buy or sell Escalade securities while in possession of material confidential information about Escalade. Insiders are also responsible for the actions of any person who has received the material confidential information as a “tip”, whether intentionally or inadvertently.
Escalade requires that directors, officers and employees pre-clear all trades in Escalade securities with our Chief Financial Officer. We also have adopted certain time periods in which no trades in Escalade securities will be permitted. In addition to Escalade’s insider trading policy, the securities laws of the United States also prohibit the Company’s directors and executive officers from engaging in any of the following activities with respect to Escalade securities:
· “short-swing” trading (i.e. purchase and sale within any six (6) month period);
· short sales (defined as selling non-owned shares at today’s prices in anticipation that the stock can be purchased at a lower value in the near future); and
· buying or selling puts or calls.
Please contact Escalade’s Chief Financial Officer with questions concerning any specific transactions or if you would like to review Escalade’s insider trading policy in its entirety.
Your Duty to Report. The Company considers any violation of this Code of Business Conduct and Ethics to be a serious matter. If you become aware of any violation by yourself or any other employee, officer or director of Escalade, it must be reported to Escalade’s Chief Executive Officer, Chief Financial Officer or other persons designated by them from time to time as persons authorized to receive such reports. Employees may make reports anonymously if you deem it necessary. However, employees are encouraged to identify themselves, in the knowledge that there will be no retaliation where reports are made in good faith, to enable Escalade to clarify details and take appropriate action.
If you feel that appropriate action has not been taken or if you are uncomfortable discussing this with the Company directly, you are encouraged to contact the Chairman of Escalade’s Audit Committee or the Chief Financial Officer at:
11039 Manchester Rd
St Louis, MO 63122
Phone (314) 966-2589
Chief Financial Officer
817 Maxwell Ave
Evansville, Indiana 47711
Phone (812) 467-1200
Response to Reports. Escalade will investigate any matter so reported and, upon a determination that a violation has occurred, will take appropriate disciplinary and corrective action, up to and including termination.
Questions? Whenever you have a question as to whether this Code is applicable to a particular situation, employees are encouraged to refer the matter to Escalade’s Chief Executive Officer, Chief Financial Officer or their authorized designees.
Any waivers of this Code for executive officers or directors may be made only by the Board of Directors of Escalade, and must be promptly filed and/or disclosed to the public as required by all applicable securities or other laws rules or regulations or the requirements applicable to Nasdaq National Market issuers or such other exchange or system upon which Escalade’s securities are listed, quoted or traded.
All Officers, Executives, and Directors of Escalade, Incorporated and its subsidiaries shall acknowledge receipt and compliance with this policy annually.
No RetaliationThere shall be no retaliation or harassment of employees who report possible Code of Conduct violations or other concerns. Any employee who engages in such retaliation or harassment will be subject to serious disciplinary action, including possible termination of employment.