Code of Ethics |
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| Highlights | Executive Officers & Directors | Committee Composition | Social and Environmental Policy | Code of Ethics |
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As of: August 2008 |
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United Natural Foods, Inc. (UNFI or the “Company”) is the leading distributor of natural and organic foods and has maintained a long-term commitment to professional conduct and high ethical standards. The integrity of our people, as well as the intent of the Company that all its actions are based upon sound ethical principles, has driven the Company’s standards. Because we are a company comprised of diverse populations and because we have employees working in many separate locations, we need a clear understanding of the basic principles by which we will operate our company.
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To comply in all material respects with all laws and regulations applicable to our business and to maintain the highest standards of ethical conduct in the operation of our business and in our dealings with employees, customers and competitors;
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To treat all applicants and employees with dignity and respect and to provide equal employment opportunities, based on bona fide job qualifications, without regard to race, color, religion, national origin, gender, sexual orientation, age, physical or mental disability, marital status, family care status, or veteran status; recognizing that the Company is made up of individuals – each of whom has different capabilities and potentials – all of which are necessary for the success of the Company;
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To take prompt action to address employee questions, concerns, or complaints regarding unsafe work conditions, discrimination, or any other matter involving the terms and conditions of their employment, and to provide employees with information relative to the process of voicing questions;
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To continually plan for the future so that we can control our destiny instead of letting events overtake us; making all decisions in the light of what is right for the good of the whole Company, rather than what is expedient in a given situation;
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To recognize that our customers, suppliers, employees, shareholders and the communities that we serve are the reason for our existence and that we maintain a focus on all of our constituencies as we run our business in an ethical and forthright manner.
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To use the highest ethical standards to guide our business dealings to ensure that we are always proud to be part of UNFI and to discharge the responsibilities of corporate and individual citizenship to earn and maintain the respect of the community.
As individuals and as a corporate body, we must endeavor to uphold these standards, so that we may be respected as individuals and as an organization. It is important that these high standards be respected and observed in all contacts made by our employees with customers, suppliers and the general public, as well as with fellow employees.
Employees of the Company have a responsibility to act in the best interests of the Company. Employees must maintain the highest degree of integrity to assure the Company’s ability to conduct its business at the same high level. Specifically, employees have an obligation to avoid any involvements, where the possibility of some private or personal advantage or gain could produce a conflict between self-interest and the interest of the Company.
In an effort to inform all UNFI employees of Company policy in the matter of business ethics, the Company has created the following guidelines to ensure full understanding of the Company’s standards in the matter of business ethics. These guidelines are not intended to replace or supersede previously issued policies. UNFI requires compliance in all material respects with all applicable laws everywhere the Company does business.
CONFLICTS OF INTEREST
Employees of United Natural Foods, Inc., its divisions, subsidiaries and other locations offices (the “Company”) should avoid situations where their personal interests may conflict with the interests of the Company. Conflicts of interest arise where an individual’s position or responsibilities with the Company present an opportunity for personal gain apart from the normal rewards of employment. They also arise where an employee’s personal interests are inconsistent with those of the Company and create conflicting loyalties. Such conflicting loyalties may cause an employee to compromise their principles and responsibilities to the Company for personal gain.
As it is not possible to detail every situation where conflicts of interests may arise, the Company has developed a specific policy with regard to Insider Trading, Gifts and Confidentiality.
The following policies cover some of the areas that have a significant potential for conflict:
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Speculation in UNFI Securities and Misuse of Inside Information
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Employees who know of any material fact about the Company, that has not been disclosed to the public (commonly known as “insider information”), are prohibited by law from taking advantage of any purchaser or seller of the Company’s securities who is not privy to such information. Employees may not engage in any transaction in the Company’s securities based upon such information until such information is disclosed to the public. In addition, employees may not provide insider information to others. Misuse of insider information may result in civil and criminal penalties.
Generally, a material fact is one that a prudent investor would consider in reaching a decision to buy or sell the security involved. Examples of material facts are: knowledge of significant new products or discoveries, unexpected changes in sales or earning figures, major contracts and plans for stock splits, acquisitions or mergers.
Restrictions discussed in this section also apply to insider information relating to the Company’s customers and suppliers.
Officers and members of the Company’s Board of Directors may engage in transactions involving securities of the Company. Generally, such persons may be subject to civil liabilities, if they have both a purchase and sale of Company securities within a period of six calendar months.
Employees who have questions regarding the sale or purchase of the Company securities under circumstances where these laws and regulations might apply should consult with the Company’s Chief Executive Officer, Chief Financial Officer or Corporate Controller.
You will receive a separate statement regarding the Company’s insider trading policy.
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Employees should not disclose data or information of a confidential nature concerning the Company or its products to anyone not employed by the Company, except where such information is disclosed in the course of an employee’s normal business activities and the Company has obtained from the recipient a written undertaking to protect such confidential information from misuse or unauthorized disclosure. Disclosure of confidential information can be harmful to the Company and could be the basis for legal action against both the Company and the employee disclosing the information.
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An employee should not acquire any interest in real estate or in any business, which he/she knows the Company to be interested in acquiring.
- Personal Financial Interest
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A personal or family interest in an enterprise that has business relations with the Company, either as a customer or a supplier, if such financial interest represents a material part of the employee’s net worth or income.
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An investment in another business that competes with the Company, if the investment represents a material part of the income or net worth of the employee.
- Outside Activities
Each Employee should avoid any outside financial interest that might influence his or her decisions or actions as a Company employee. Such outside interest could include, among other things:
Employees should avoid outside employment or activities that would impair effective performance of their responsibilities to the Company, either because of excessive demands on their time or because of the nature of the employment or activity. Any employee who desires to practice the trade or profession outside the scope of his or her Company employment, for which he or she was hired by the Company, must obtain prior written approval from his or her Divisional President.
Any director or advisory capacity positions with the Company’s suppliers and customers require prior approval by the Nominating & Governance committee of the Company’s Board of Directors. It is the Company’s desire to maintain independent relationships with its suppliers.
COMPETITIVE PRACTICES
The Company believes that fair competition is fundamental to the continuation of the free enterprise system.
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Fair Competition
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Competitive Intelligence
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Competitive Agreements
Our policy is to provide the best possible products and services to customers and to sell on the merits of our own products and services – not by disparaging competitors or their products and services.
Disparaging remarks include not only false statements, but also information that is misleading or simply unfair. Even factually correct material can be disparaging, if it is derogatory and irrelevant to the particular sales situation.
This includes casting doubt on a competitor’s capabilities or making unfair comparisons, up to and including, the use of subtle hints or innuendoes in this regard.
No company may attempt, through improper means, to acquire a competitor’s trade secrets or other proprietary or confidential information. This includes lists of customers or information about company facilities, capacities, technical developments or operations. Such improper means include, among other things, industrial espionage, hiring competitors’ employees where the sole objective is obtaining confidential information, urging competitive personnel or customers to disclose confidential information or any other approach that is not open and above board.
Confidential information may be obtained only if its owner clearly consents to its disclosure and if the Company’s receipt of this information has been properly approved.
The Company will not enter into arrangements that restrict its ability to compete with other businesses or the ability of any other business organization to compete fairly with the Company.
No employee may enter into or discuss any arrangement or understanding with a third party that restricts the Company’s pricing policies, terms upon which its products and services may be sold to others, the number and type of products manufactured or sold, or that which might in any way be construed as dividing customers or sales territories with a competitor.
CONFIDENTIALITY OF COMPANY MATERIAL
Employees may, in the course of their employment, come into contact with customer lists, electronic data and other information regarding the Company’s pricing, operations and business that is of a confidential and proprietary nature not readily available to competition, outside parties or the general public. Employees have an obligation to maintain such information in strict confidence both during and after employment with the Company. Likewise, all equipment, notebooks, documents, files, books and other materials, which the employee may prepare, use or possess during the course of his or her employment, are property of the company and may not be taken or used after employment terminates.
DEALINGS WITH SUPPLIERS
The Company is a valuable customer for many suppliers. People who want to do business or to continue to do business with the Company must understand that all purchases by the Company will be made exclusively on the basis of price, quality, service and suitability to the Company’s needs.
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Reciprocity
Reciprocity is a harmful practice and a hindrance to assuring the purchase of the best available materials or services at the lowest possible prices. A supplier of goods or services to the Company will not be asked to buy goods and services from the Company in order to become or to continue as a supplier.
Employees should not attempt to influence the Company’s suppliers to purchase goods or services from the Company or from any customer of the Company in order to get its business. In arriving at purchasing decisions, employees should not favor firms who are customers of the Company.
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Kickbacks” and Rebates
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Receipt of Gifts and Entertainment
Even when gifts and entertainment are exchanged out of the purest motives of personal friendship, they may be misunderstood. They may appear as attempts to bribe an employee to direct the Company business to a particular supplier. To avoid both the reality and the appearance of improper relations with suppliers or potential suppliers, the following standards apply to the receipt of gifts or entertainment by Company employees:
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Gifts
Employees may not solicit gifts, gratuities or any other personal benefit or favor of any kind from any supplier or potential supplier. Gifts include not only merchandise and products, but they also include personal services, theater tickets and tickets to sporting events. Employees may not accept gifts of money.
Employees may accept unsolicited non-money gifts provided:
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they are items of nominal intrinsic value – $100 or less, or
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they are advertising or promotional materials, clearly marked with company or brand names.
In instances where gifts of more than $200 value are offered to an employee by a company with which UNFI does business or where the company is seeking to do business with UNFI, the Company’s Chief Executive Officer should be contacted in advance for approval.
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Entertainment
Employees should not encourage or solicit entertainment from any individual or company with which the Company does business. Entertainment includes, but is not limited to, activities, such as, dinner parties, theater parties, or sporting events.
From time to time, employees may accept unsolicited entertainment, but only under the following conditions:
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The entertainment occurs infrequently;
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It involves reasonable, not lavish, expenditures; and
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The entertainment takes place in settings that are appropriate and fitting to employees and their hosts.
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The “reasonableness” of gifts and/or entertainment shall be defined by the value of such gifts and/or entertainment. Gifts of more than $200 value, entertainment that exceeds “usual” hospitality or common courtesies usually associated with accepted business practice, shall be considered unreasonable and therefore not acceptable.
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Corporate purchases of goods or services must not lead to the Company’s employees or their families receiving personal kickbacks or rebates. Employees or their families must not accept any form of undisclosed payment or favor.
DEALINGS WITH CUSTOMERS AND POTENTIAL CUSTOMERS
Employees should deal with customers and potential customers honestly and fairly. Bribes, kickbacks, under-the-table payments or other similar improper favors to customers or their representatives are not to be given or accepted.
No agent fees or commission shall be paid if, by reason of the excessive amount thereof or the requested devious method of payment, it appears reasonably likely that a bribe will be paid in connection with the transaction.
DEALINGS WITH PUBLIC OFFICIALS
Laws and regulations require Company employees to be in contact with public officials on a wide variety of matters. Employees who make these contacts have a special responsibility to uphold the Company’s reputation.
No employee shall make any form of payment, direct or indirect, to any public official as inducement to having a law or regulation enacted or defeated.
From time to time, employees may entertain public officials, but only under the following circumstances:
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The entertainment is not solicited by the public official;
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The entertainment occurs infrequently;
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It does not involve lavish expenditures; and
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The setting and type of entertainment is appropriate and fitting to our employees and the public official.
APPLICATION OF THE FOREIGN CORRUPT PRACTICES ACT
UNFI requires full compliance with the Foreign Corrupt Practices Act (FCPA) by all of its employees, consultants, agents, distributors, and resellers. The anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value to any foreign official, or any foreign political party, candidate or official, for the purpose of:
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Influencing any act, or failure to act, in the official capacity of that foreign official or party
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Inducing the foreign official or party to use influence to affect a decision of a foreign government or agency, in order to obtain or retain business for anyone, or direct business to anyone.
All UNFI employees, whether located in the United States or abroad, are responsible for FCPA compliance and the procedures to ensure FCPA compliance. All managers and supervisory personnel are expected to monitor continued compliance with the FCPA to ensure compliance with the highest moral, ethical and professional standards of the company.
POLITICAL ACTIVITIES AND CONTRIBUTIONS
No assets--including employees' work time, use of company premises, use of company equipment, or direct monetary payments--may be contributed to any political candidate, political actions committees (a.k.a. "PACs"), or party without the permission of the Chairman or Chief Executive Officer and legal counsel. Of course, employees may participate in any political activities of their choice on an individual basis, with their own money and on their own time.
INTEGRITY OF RECORDS AND FINANCIAL REPORTS
The integrity of the Company’s record keeping and reporting systems will be respected at all times. Employees are forbidden to use, authorize, or condone the use of “off-the-books” bookkeeping, secret accounts, unrecorded bank accounts, slush funds, falsified books or any other devices that could be utilized to distort records or reports of the Company’s true operating results and financial conditions. Employees are required to comply with the disclosure rules, as issued by the various governing bodies, relative to “off-the-books” items, secret accounts, unrecorded bank accounts, slush funds, falsified books or any other devices that could be utilized to distort records or reports of the Company’s true operating results and financial conditions.
USE OF AGENTS AND NON-EMPLOYEES
Employees shall not use agents or others to circumvent the law or to engage in practices that run contrary to the Company’s Code of Business Ethics.
CONTINUANCE OF EXISTING PERSONNEL POLICIES, RULES AND PERFORMANCE STANDARDS
The Company has personnel policies, rules and standards for employee performance that continue in force. This Code of Business Ethics is intended to supplement and amplify those established personnel policies, guidelines and standards. The Company is committed to building an environment of mutual respect that promotes teamwork through honesty, fairness and decency. Our workplace is highly challenging and demands a strong commitment to excellence.
The best team is also a diverse team. Recruitment and retention of a diverse employee workforce allows the Company to tap into the vast resources that all employees can offer. Our ability to manage our own diversity and to respond to a diverse marketplace is vital to the success and future of our business. Valuing the differences that each employee brings to our workplace allows employees to produce their best work for themselves, for our customers and for our shareholders.
UNFI fully supports equal opportunity in all facets of its business. Discrimination of any kind will not be tolerated. No employee, applicant for employment or customer will be treated in a discriminatory manner because of his or her race, color, religion, national origin, gender, sexual orientation, age, physical or mental disability, family care status, marital status or veteran status.
In addition, the principles of equal employment opportunity are appropriate for the management of employees who are not U.S. citizens, on a worldwide basis, consistent with applicable laws, customs and practices within each country.
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The Company is committed to providing a workplace that is safe and healthy. Harassment of employees for any reason, including sexual harassment will not be tolerated. Not only is it against the law, but it also devalues its victims, decreases productivity and damages morale.
Any UNFI employee who feels he or she has been discriminated against or harassed, or feels he or she has witnessed such action, should promptly report the incident to his or her manager or the Human Resources department. Managers shall take immediate action once a complaint has been made known to them and shall work with the human resources department to investigate and address all complaints.
Appropriate, prompt, corrective and disciplinary action will be taken, if improper conduct has occurred.
CODE COMPLIANCE
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Initial Distribution
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Current employees designated to receive this Code of Business Ethics will receive their copies immediately after publication.
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Future employees designated to receive this Code of Business Ethics will receive their copies at the time of hire.
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Acknowledgement
Each designated employee will:
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Become thoroughly familiar with the Code.
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Resolve any doubts or questions about the Code with his or her manager.
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Inform his or her manager of any existing holdings or activities that might be or may appear to be a variance with the Code.
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Prepare a written disclosure of such information upon request of his or her manager.
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Upon request of his or her manager, correct any variance with this Code to bring his/her holdings and activities into full compliance.
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Sign the verification and turn it in to the corporate finance department. The Finance department will retain the signed acknowledgement as part of the Company’s permanent corporate records.
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Maintaining Compliance
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Each employee shall read and develop an understanding of the Code and shall abide by them.
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Managers will develop awareness on the part of their employees of the importance of adhering to the Code.
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Designated employees will annually acknowledge in writing their understanding of the Code and their compliance with them.
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Employees will inform their managers of any situation or activity that might be, or appears to be, at variance with the Code.
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Audit of Compliance
Regular audits of the Company by members of internal audit may include procedures to test compliance with the Code of Business Ethics.
SPECIAL ETHICS OBLIGATIONS FOR EMPLOYEES WITH FINANCIAL REPORTING RESPONSIBILITIES
As a public company it is of critical importance that UNFI’s filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with the Company, employees may be called upon to provide information to assure that the Company's public reports are complete, fair and understandable. UNFI expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company's public disclosure requirements.
The Finance Department bears a special responsibility for promoting integrity throughout the organization, with responsibilities to stakeholders both inside and outside of UNFI. The Chief Executive Officer, Chief Financial Officer and Finance Department personnel have a special role both to adhere to these principles themselves and also to ensure that a culture exists throughout the Company as a whole that ensures the fair and timely reporting of UNFI's financial results and condition.
Because of this special role, the Chief Executive Officer, Chief Financial Officer and all the members of UNFI's Finance Department are bound by the following Financial Officer Code of Ethics, and by accepting the Code of Ethics, each agrees that he or she will:
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Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
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Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that UNFI files with, or submits to, government agencies and in other public communications.
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Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
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Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be subordinated.
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Respect the confidentiality of information acquired in the course of one's work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one's work will not be used for personal advantage.
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Share knowledge and maintain skills important and relevant to stakeholders’ needs.
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Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community.
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Achieve responsible use of and control over all assets and resources employed or entrusted.
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Promptly report to the Director of Internal Audit and/or the Chairman of the Audit Committee any conduct that the individual believes to be a violation of law or business ethics or of any provision of the Code of Ethics, including any transaction or relationship that reasonably could be expected to give rise to such a conflict.
CODE VIOLATIONS
Employees should immediately report any suspected violation of the Code to their Regional President, their Vice President of Human Resources, the Chief Executive Officer or the Chief Financial Officer. Such individuals receiving such reports should promptly and thoroughly investigate them and consult with the Chief Executive Officer or Chief Financial Officer or an Officer of the Company. If a violation is discovered, appropriate corrective action shall be taken immediately.
ETHICS AND COMPLIANCE HOTLINE REPORTING
The Company employs the services of The Network for Ethics and Compliance Hotline reporting. This affords employees a confidential option to report illegal or unethical activities that may cause loss or harm to the company or its employees. The hotline is accessible 24 hours a day, 365 days a year, and helps the Company comply with the appropriate Sarbanes-Oxley legislation and Federal Sentencing Guidelines.
The Company’s Ethics Hotline national telephone number is:
Tel: 1 (888) 456-8634 (888-456-UNFI)
UPDATING
The Company will periodically review the Code and make appropriate additions or changes. Employees will be fully informed of all changes to the Code.