Exhibit 14.1
ALICO, INC.
CORPORATE PRINCIPLES AND POLICIES
(Code of Ethics)
Preamble
Alico, Inc. (Alico or the Company) has always insisted that its employees, officers and
directors maintain the highest level of integrity in their dealings with each other and with
the public on behalf of the Company. This Code of Business Conduct and Ethics (the Code) is
intended to document some of the specific principles of conduct and ethics which will be
followed by Alicos directors, officers and employees in the performance of their
responsibilities with respect to the Companys business. The purpose of the Code is to:
Promote honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
Promote full, fair, accurate, timely and understandable disclosure to the public, including
Alicos periodic reports required to be filed with the Securities Exchange Commission;
Promote compliance with applicable governmental rules and regulations;
Provide guidance to directors, officers and employees to help them recognize and deal with
ethical issues;
Provide a mechanism to report questionable, dishonest or unethical conduct;
Help foster a culture of honesty, civility and accountability.
Alicos directors have committed that they will comply at all times with the principles set
forth in this Code and they expect each of Alicos officers and employees to do likewise. A
violation is grounds for disciplinary action up to and including discharge and possible legal
prosecution.
Article I. Ethical Conduct
1. Each director, officer and employee of the Company will at all times deal fairly with
Alicos customers, suppliers, partners, stockholders and employees, and will conduct business
activities and operations in an ethical manner and in compliance with all applicable laws,
rules, regulations and Company policies and with the standards set forth in this Code.
2. Each director, officer and employee will:
Avoid all conflicts of interest between his/her personal and professional relationships;
provided, however, that if any person or entity suggests some activity, transaction,
relationship, or that such person or entity enter into a business situation that places or
appears to place any director, officer or employee in a conflict of interest situation, such
conflict or potential conflict must be immediately and fully disclosed to the Companys Board
of Directors and/or the Companys Audit Committee prior to any commitment by the Company with
respect thereto and the conflict should be dealt with in accordance with our Boards procedures
for handling disclosed potential conflicts as set forth in Article III below;
Provide, or cause to be provided, full, fair, accurate, timely and understandable disclosure in
reports and documents that the Company files with, or submits to, the Securities and Exchange
Commission (SEC) and in other public communications made by the Company;
Comply, and take reasonable actions to encourage others within the Company to comply, with
applicable governmental laws, rules and regulations;
Promptly report violations of this Code as required and specified in the Reporting Procedures
developed by Alicos Audit Committee (see Exhibit A. attached to this document); and
Promote accountability and adherence pursuant to this Code.
3. Company records must at all times be prepared accurately and maintained properly, in
accordance with Alico records management policies as well as all applicable laws, rules and
regulations. No false, misleading, artificial or deceptive entries may be made in the Companys
records for any reason. The simple rule of thumb is that the Companys books must accurately,
fully and fairly reflect the transactions and activities that have occurred.
4. The Company records belong to the Company. Therefore, the Company records should not be
removed from the Company property except for a legitimate business reason, and any documents so
removed should be returned to the Company as soon as is practical. Accounting procedures,
processes and controls are prescribed by Company policies. Within these policies, the senior
officers of Alico have the primary responsibility for establishing and monitoring adequate
systems of internal accounting and controls in accordance with sound accounting principles. All
employees must adhere to these controls. The Companys auditors will be asked from time to time
to monitor and report upon these internal controls. Alico employees are required to cooperate
completely, fully and forthrightly with the Companys internal auditors and accountants,
external independent auditors, and with Alicos Audit Committee. No employee, officer or
director may engage in, permit, or conceal any financial or bookkeeping irregularity, deceptive
act or attempt to mislead.
Article II. Compliance with Laws, Rules and Regulations
Alicos employees must comply, at all times and in all material respects, with all applicable
laws, rules and regulations.
Alicos directors, officers and employees who are in possession of material, non-public
information must refrain from (i) buying or selling securities, either personally or on behalf
of others on the basis of such information, (ii) using such information for personal gain and
(iii) disclosing such information to anyone outside the Company who does not require such
information for business purposes in the performance of their services to the Company.
Material, non-public information is factual information that a reasonable investor would want
to know before making an investment decision to buy or sell the Companys securities and that
has not been disclosed to the public.
Article III. Disclosure of Conflicts of Interest and Board Procedures for Resolution of the
same.
Directors, officers and employees have a primary business responsibility to the Company and
must take all reasonable actions necessary to avoid conflicts of interest or the appearance of
conflicts of interest. A conflict of interest occurs when an individuals private interest is
detrimental or adverse to the interests of the Company as a whole. Examples of situations
involving a conflict of interest include but are not limited to: (i) conducting business with a
firm owned, partially owned or controlled by a director, officer, or employee or a relative of
such person; (ii) owning a financial interest in Alicos vendors, customers, or competitors
(ownership of less than 1% of the stock of a publicly traded company that competes or does
business with Alico is permissible); (iii) performing work, with or without compensation, for a
competitor, governmental or regulatory entity, customer or supplier of Alico, or doing any work
for a third party that may adversely affect your performance or judgment on the job or diminish
your ability to devote the necessary time and attention to Company-related duties; (iv) using
Company property, materials, supplies funds or other resources for personal purposes. These
situations and others like them, where loyalties to Alico could be compromised, must be
avoided. If you believe that you are involved in a potential conflict of interest, you must
discuss it with your supervisor and report it to our chief legal officer, to the Board of
Directors or to the Audit Committee of the Board.
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The chief legal officer and/or the chief financial officer shall file a report with Alicos
Board of Directors of any reported conflicts or potential conflicts, including a statement as
to the resolution if any of such conflict. Conflicts that are unresolved or that otherwise need
to be considered by the Board shall be placed on the agenda for the next Board meeting. If the
potential conflict involves a member of Alicos Board of Directors, such member shall abstain
from participating in the resolution of such conflict by the Board or by any special committee
to which the Board may refer such matter. Disclosed conflicts of interest or potential
conflicts of interest will not be considered to violate our conflicts policy if and only if
Alicos Board less any member who may have a conflict of interest with regard to the matter
under consideration or a special independent committee of Alicos board to whom review of such
conflict has been referred, has determined that the activity which gives rise to the disclosed
conflict of interest or potential conflict of interest is none-the-less in the best interest of
the Company and is fair to the Company and its stockholders.
Article IV. Corporate Opportunities
No director, officer or employee shall: (i) take for himself or herself personally any
opportunity which he or she becomes aware of through the use of Company property, information
or position when such opportunity could be of benefit or interest to the Company, unless the
Company has expressly decided not to attempt to take such opportunity;; (ii) make it possible
for others to take any opportunity which he or she becomes aware of through the use of Company
property, information or position when such opportunity could be of benefit or interest to the
Company, unless the Company has expressly decided not to attempt to take such opportunity;
(iii) use Company property, information or position for personal gain; or (iv) compete with the
Company in any material or substantive manner.
Article V. Confidentiality
Directors, officers and employees must maintain inviolable confidentiality of all information
entrusted to them by the Company, unless disclosure is authorized by the Company or legally
required. Confidential information includes all information relating to the Company that may be
of use to the Companys competitors and that is not otherwise public information or information
that has been entrusted to the Company by its customers, vendors or others that have a
relationship with the Company. Directors, officers and employees shall comply with all
confidentiality policies adopted by the Company from time to time, and with confidentiality
provisions contained in agreements to which they or the Company is a party.
Article VI. Company Assets
Directors, officers and employees shall take reasonable steps to protect the Companys assets
and ensure their efficient use. Directors, officers and employees shall use the Companys
assets only for the Companys legitimate business purposes.
Article VII. Reporting Violations
The Audit Committee of Alicos Board of Directors has established several alternatives and
options for any director, officer and employee seeking compliance advice or wanting to report
any misconduct or violations of this Code. You can contact your supervisor; Alicos chief legal
officer or chief financial officer; Alicos Audit Committee Chairman, Evelyn DAn, DAn
Financial Services, 1301 NE 103rd Street, Miami Shores, FL 33138,
(305) 987-0837; Alicos outside legal counsel, David C. Shobe, Esq., Fowler White Boggs Banker
P.A., 501 East Kennedy Blvd., Suite 1700, Tampa, Florida 33602; or you can place a report to
our specially designated Compliance Reporting Post Office Box 339, LaBelle, Florida, on an
identified or anonymous basis or call Alicos Compliance Hotline at 877-778-5463 which is
staffed by independent third parties. The procedures for handling compliance reports and
questions as adopted by the Audit Committee from time to time are attached to this Code as
Exhibit A.
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Anyone who seeks advice, raises a concern or reports misconduct or a violation of this Code is
following the requirements of this Code and the desires of Alicos Board of Directors. We
encourage such action. Call Alicos Compliance Hotline if you suspect or have reason to believe
there is a problem. Retaliation against anyone who makes a good faith report of misconduct is
illegal and will not be tolerated. We will take appropriate disciplinary action, including
severance from the Company, against any individual or individuals who engage in improper
retaliatory conduct.
Article VIII. Amendment to, or Waiver of, this Code
Any amendment to, or waiver of, any provision of this Code with regard to any director, officer
or employee must be approved by the Board. In the event that members of the Board will be
personally affected by a waiver of this Code, such waiver shall be approved by a committee
consisting entirely of members of the Board who will not be personally affected by such waiver.
No amendment to, or waiver of, this Code will be effective until the waiver has been reported
to the person responsible for the preparation and filing of the Companys current reports on
Form 8-K, in sufficient detail to enable such person to disclose accurately such amendment or
waiver in the current report on Form 8-K if necessary. The Company shall promptly disclose on
Form 8-K, by filing such form with the SEC, any amendment to, or waiver of, this Code that
applies to the Companys directors or executive officers.
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