Code of Conduct
This Code of Business Conduct and Ethics (this "Code") applies to Pilgrim's Corporation
and its consolidated subsidiaries (collectively, the "Company").
We expect the Company's employees and officers ("employees") and members
of its Board of Directors ("directors") to use sound judgment to help us
maintain appropriate compliance procedures and to carry out our business with honesty
and in compliance with laws and high ethical standards. Each employee and director
is expected to read this Code and demonstrate personal commitment to the standards
set forth in this Code. Employees and directors who do not comply with the standards
set forth in this Code may be subject to discipline in light of the nature of the
violation, including termination of employment.
Any questions about this Code or the appropriate course of conduct in a particular
situation should be directed to the Company's Corporate Counsel. Any evidence of
improper conduct, violations of laws, rules, regulations or this Code should be
reported immediately. The Company will not allow retaliation against an employee
or director for such a report made in good faith.
Any waiver of the provisions of this Code for executive officers or directors of
the Company may be made only by our Board of Directors or a committee thereof and
must be promptly disclosed to our stockholders.
This Code is not a contract and is not intended as a detailed guide for all situations
you may face. You are also expected to comply with our Partner Handbook, Policy
and Procedures Manual and other workplace rules we may from time to time communicate,
all of which supplement this Code.
Responsibilities
|
I. Compliance with Laws, Rules and Regulations
|
|
|
All employees and directors must respect and obey all laws applicable to our business,
including state and local laws in the areas in which the Company operates. Any questions
as to the applicability of any law should be directed to the Company's Corporate
Counsel.
|
|
II. Insider Trading
|
|
|
The Company has a securities trading policy and all employees and directors must
abide by its terms. This policy, among other things, provides that employees and
directors may not buy or sell shares of the Company when they are in possession
of material, non-public information. They also are prohibited from passing on such
information to others who might make an investment decision based thereon. Employees
and directors also may not trade in stocks of other companies about which they learn
material, non-public information through the course of their employment or service.
Any questions as to whether information is material or has been adequately disclosed
should be directed to the Company's Corporate Counsel.
|
|
III. Conflicts of interest
|
|
|
A conflict of interest occurs when the private interest of an employee or director
interferes - or appears to interfere - with the interests of the Company as a whole.
Conflicts of interest can occur when an employee or director takes action or has
interests that could reasonably be expected to make it difficult to make objective
decisions on behalf of the Company or to perform his or her duties objectively and
effectively. Conflicts of interest also arise when an employee or director, or a
member of his or her family, receives improper personal benefits as a result of
his or her position with the company.
Except as pre-approved by our Audit Committee, transactions that involve a conflict
of interest are prohibited as a matter of corporate policy. Any employee or director
who becomes aware of a conflict or potential conflict, or who has a question about
whether a conflict exists, should bring it to the attention of the Company's Corporate
Counsel.
|
|
IV. Corporate Opportunities
|
|
|
Employees and directors are prohibited from (a) taking for themselves personally
any opportunities that arise through the use of corporate property, information
or position, (b) using corporate property, information or position for personal
gain, and (c) directly or indirectly competing with the Company. Employees and directors
owe a duty to the Company to advance the Company's legitimate interests when the
opportunity to do so arises.
|
|
V. Confidentiality
|
|
|
Employees and directors should maintain the confidentiality of information entrusted
to them by the Company or its customers and suppliers that is not known to the general
public, except when disclosure is authorized or legally mandated. "Confidential
information" includes all non-public information that might be of use to competitors,
or harmful to the company or its customers, if disclosed. This obligation to protect
confidential information does not cease when an employee or director leaves the
Company. Any questions about whether information is confidential should be directed
to the Company's Corporate Counsel.
|
|
VI. Fair Dealing
|
|
|
Each employee and director shall endeavor to deal fairly with the our stockholders,
competitors, suppliers, customers and employees. No employee or director shall take
unfair advantage of any other person through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other unfair
practice.
|
|
VII. Protection and Proper Use of the Company's Assets
|
|
|
All employees and directors have a duty to protect the Company's assets and ensure
the assets' efficient use. Theft, carelessness and waste have a direct impact on
the Company's profitability. The Company's assets should be used only for legitimate
business purposes and employees and directors should take measures to ensure against
their theft, damage or misuse. These assets include intellectual property such as
trademarks, business and marketing plans, salary information and any unpublished
financial data and reports. Any unauthorized use or distribution of this information
is a violation of this Code.
|
|
VIII. Accuracy of Records and Reporting
|
|
|
All of the Company's books, records, accounts and financial statements must be maintained
in reasonable detail, must appropriately reflect the matters to which they relate
and must conform both to applicable legal requirements and to the Company's system
of internal controls. The making of false or misleading records or documentation
is strictly prohibited. The Company complies with all laws and regulations regarding
the preservation of records. Records should be retained or destroyed only in accordance
with the Company's document retention policies. Any questions about these policies
should be directed to the Company's Corporate Counsel.
|
|
IX. Disclosure Controls and Procedures
|
|
|
We are required by SEC rules to maintain effective "disclosure controls and procedures"
so that financial and non-financial information we are required to report to the
SEC is timely and accurately reported both to our senior management and in the filings
we make. All employees are expected, within the scope of their employment duties,
to support the effectiveness of our disclosure controls and procedures. To that
end, it is our policy to promote the full, fair, accurate, timely and understandable
disclosure in reports and documents that we file or furnish with the SEC and otherwise
communicate to the public.
|
|
X. Interaction with Public Officials
|
|
|
When dealing with public officials, employees and directors must avoid any activity
that is or appears illegal or unethical. The giving of gifts, including meals, entertainment,
transportation and lodging, to government officials in the various branches of U.S.
government, as well as state and local governments, is restricted by law. Employees
and directors must obtain pre-approval from the Company's Corporate Counsel before
providing 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 strictly prohibited .
|
Compliance
We understand that no code or policy can address every scenario or answer every
question. To ensure that all employees and directors can obtain prompt answers to
their questions and inquiries, we have implemented the following policies and procedures.
|
I. Corporate Counsel
|
|
|
The Company's Corporate Counsel has been designated with responsibility for overseeing
and monitoring compliance with this Code. This officer makes periodic reports to
the Company's Audit Committee regarding the implementation and effectiveness of
this Code as well as the Company's policies and procedures to ensure compliance
with this Code.
The Company's Corporate Counsel may be reached at (903) 434-1900 or CorporateCounsel@pilgrims.com.
If you wish to communicate any matter anonymously, we will maintain the confidentiality
of your communication to the extent possible under applicable laws. Communications
intended to be confidential should be mailed in writing without indicating your
name or address to Pilgrim's Corporation, Attention: Corporate Counsel or
you may call (888)-536-1510.
|
|
II. Reporting Violations
|
|
|
All employees are encouraged to speak with their supervisors, managers or other
appropriate personnel when in doubt about the best course of action in a particular
situation. In most instances, employees and directors should bring any questions
regarding this Code to the attention of the Company's Corporate Counsel.
We encourage all employees to promptly report any actual or apparent violations
of this Code. The Company does not permit retaliation or discrimination of any kind
against employees who reasonably believe there has been possible illegal or unethical
conduct and who in good faith report these concerns to us. However, it is a violation
of our policy for any employee to communicate a report claiming illegal or unethical
conduct which the employee knows to be false .
|
|
III. Investigations
|
|
|
Reported violations will be promptly investigated. The person reporting the violation
should not conduct an investigation on his or her own. However, employees and directors
are expected to cooperate fully with any investigation made by the Company or any
of its representatives.
|
|
IV. Accountability
|
|
|
Employees and directors who violate this Code may be subject to disciplinary action,
including termination of employment. Knowledge of a violation and failure to promptly
report or correct the violation may also subject an employee or director to disciplinary
action. Some violations of this Code are illegal and may subject the employee or
director to civil and criminal liability.
|