Procedures for the Submission of Complaints or Concerns regarding Financial Statement or other
Disclosures, Accounting, Internal Accounting or Disclosure Controls, Auditing Matters or violations
of the Alico, Inc., Code of Business Ethics and Conduct
Section 301 of the Sarbanes-Oxley Act requires the Audit Committee of the Board of Directors of
Alico, Inc. (the Company) to establish procedures for: (a) the receipt, retention, and treatment
of complaints received by the Company regarding accounting, internal accounting controls, or
auditing matters; and (b) the submission by employees of the Company and others, on a confidential
and anonymous basis, of good faith concerns regarding questionable accounting or auditing matters.
In accordance with Section 301, the Audit Committee has adopted the following procedures:
1. The Company shall promptly forward to the Audit Committee any complaints that it has
received regarding financial statement disclosures, accounting, internal accounting or
disclosure controls or auditing matters, disclosure violations or violations of its Code of
Business Conduct and Ethics.
2. Any employee of the Company may submit, on a confidential, anonymous basis if the
employee so desires, any good faith concerns regarding financial statement or other
disclosure, accounting, internal accounting or disclosure controls, auditing matters or
violations of the Companys Code of Business Conduct and Ethics. All such concerns shall be
set forth in writing and forwarded in a sealed envelope to the Chairman of the Audit
Committee in an envelope labeled with a legend such as: To be opened by the Audit
Committee only. Being submitted pursuant to the whistleblower policy adopted by the Audit
Committee. If an employee would like to discuss any matter with the Audit Committee, the
employee should indicate this in the submission and include a telephone number at which he
or she might be contacted if the Audit Committee deems it appropriate. Any such envelopes
received by the Companys Lead Director shall be forwarded promptly and unopened to the
chairman of the Audit Committee. If the employee prefers an alternative method of contact,
the employee may contact the Companys Employee Whistleblower Hotline using the contact
information set forth below or may mail a complaint as indicated above to the Companys
Employer Whistleblower post office box using the address listed below.
3. Following the receipt of any complaint submitted hereunder, the Audit Committee will
investigate each such matter so reported and take corrective and disciplinary actions, if
appropriate, which may include, alone or in combination, a warning or letter of reprimand,
demotion, loss of merit increase, loss of bonus or stock options, suspension without pay or
termination of employment.
4. The Audit Committee may enlist committee members, Board members, employees of the
Company and/or outside legal, accounting or other advisors, as appropriate, to conduct any
investigation of complaints regarding financial statement disclosures, disclosure concerns
or violations, accounting, internal accounting controls, auditing matters or violations of
the Companys Code of Business Conduct and Ethics. In conducting any investigation, the
Audit Committee shall use reasonable efforts to protect the confidentiality and anonymity
of the complainant.
5. The Company does not permit retaliation of any kind against employees for
complaints submitted hereunder that are made in good faith. Additionally, no employee shall
be adversely affected because the employee refuses to carry out a directive which, in fact,
constitutes corporate fraud, or is a violation of state or federal law or of the Companys
Code of Business Conduct and Ethics.
6. The Audit Committee shall retain as a part of the records of the Audit Committee
any such complaints or concerns for a period of no less than seven (7) years.
7. Problems or concerns related to financial statement or other disclosures, accounting,
internal or disclosure controls, auditing matters or questions, disclosure violations or
violations of the Companys Code of Business Conduct and Ethics, which an employee wishes
to discuss or report on a non-confidential or non-anonymous basis, should be reported
immediately to the Companys Lead Director using the contact information specified below,
or if the employee is uncomfortable reporting to such person, to the Companys outside
legal counsel using the contact information specified below.
8. The Lead Director or outside counsel, as the case may be, shall keep a written record of
all such reports or inquiries and make monthly reports of the same to the Chairman of the
Audit Committee in any month in which an inquiry or complaint is received. If the contact
is in the nature of an alleged violation of the Companys Code of Conduct and Ethics or an
impropriety with regard to the Companys financial statements or other disclosures,
accounting, internal or disclosure controls, or auditing matters, the allegation shall
immediately be relayed by the Lead Director, or the Companys outside legal counsel, to the
Chairman of the Audit Committee, who shall immediately notify the complainant that the
complaint has been received and begin the procedures outlined above.
Gregory T. Mutz
200 W. Monroe Street, Suite 2200
Chicago, Illinois 60606
Outside Legal Counsel
David C. Shobe, Esq.
Fowler White Boggs Banker P.A.
501 East Kennedy Blvd.
Tampa, FL 33602
Audit Committee Chairman
Phillip S. Dingle
HealthEdge Investment Partners, LLC
100 South Ashley Drive, Suite 650
Tampa, FL 33602
Whistleblower Post Office Box
P O Box 339
LaBelle, FL 33975