This code of ethics (the "Code") for the Compass Group Diversified Holdings LLC (the "Company") applies to the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (collectively, the "Covered Officers" each of whom is set forth in Exhibit A attached hereto),1 directors, officers, and employees of the Company as well as all officers and employees of Compass Group Management LLC (the "Manager") involved in the oversight of the day-to-day operations of the Company and its subsidiaries (together, with the Covered Officers, the "Covered Persons") for the purpose of promoting:
Each Covered Person shall adhere to a high standard of business ethics and shall be sensitive to situations that may give rise to actual, as well as apparent, conflicts of interest.
1 The principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions of each of the Company's subsidiaries will be covered by separate code of ethics approved by the Board of Directors of such subsidiaries.
Each Covered Person shall deal fairly with customers, suppliers, competitors and employees. No person may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
All actions taken by the Company and the Covered Persons, without exception and wherever they may be acting, must be in compliance with the laws, rules and regulations (including insider trading laws) applicable to the Company and its subsidiaries.
Covered Persons are expected to comply with the laws of the country in which they operate as well as United States laws and the Company's policies governing its business activities. These laws and policies include compliance with the Foreign Corrupt Practices Act, competition laws and money laundering laws.
Anyone aware of any violation by any Covered Person, whether based on actual fact or reasonable grounds for suspicion, of any applicable law, rule or regulation, or of any provision of this Code of Ethics, must immediately make a written report to the Company's Nominating and Corporate Governance Committee (the "Committee").
Overview. A "conflict of interest" occurs when a Covered Person's private interest interferes with the interests of, or his/her service to, the Company and its subsidiaries. For example, a conflict of interest would arise if a Covered Person, or a member of his/her family, receives improper personal benefits as a result of his/her position in the Company and its subsidiaries.
Although typically not representing an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Company and the Manager, of which one or more Covered Persons are employees, officers or hold interest in, directly or indirectly. As a result, this Code recognizes that the Covered Persons will, in the normal course of their duties (whether for the Company and its subsidiaries or the Manager, or both), be involved in establishing policies and implementing decisions that will have different effects on the Company and its subsidiaries and the Manager. The participation of the Covered Persons in such activities is inherent in this contractual relationship and is consistent with the performance by the Covered Persons of their duties as officers and employees of the Company and its subsidiaries or as a provider of services to the Company and its subsidiaries. Thus, if performed in conformity with the provisions of this contractual agreement and with applicable laws and regulations, such activities will be deemed to have been handled in compliance with the Code.
Other conflicts of interest are also covered by the Code. Specifically, it is recognized by the Board of Directors of the Company (the "Board") that the Covered Officers may also currently, or in the future, serve as officers, employees or service providers of one or more public or private companies covered by other codes of ethics or conduct. The following list provides examples of conflicts of interest under the Code, but Covered Persons should keep in mind that these examples are neither exhaustive nor exclusive. The overarching principle is that the personal interest of a Covered Person should not be placed improperly before the interest of the Company and its subsidiaries.
Each Covered Person must:
B. Gifts and Entertainment.
Gifts include physical objects, services, favors or other items of value. Some business situations call for giving gifts or receiving gifts. Gift giving and receiving practices vary among cultures. In all cases, gifts given or received by Covered Persons, must be legal and reasonable. Covered Persons must never pay or receive a bribe, or accept anything that would or would make it appear that their judgment to act in the best interests of the Company could be compromised.
Covered persons may accept or provide entertainment (i.e. activities where a representative of both parties is present), provided such activities or entertainment advances the Company's interest and is reasonable in the context of that business. Accepting entertainment that may appear inappropriate should be discussed with management, counsel or Internal Audit, in advance if possible, and if not possible, then promptly after the event has occurred. In some instances it may be impractical or harmful to refuse or return a gift. In those cases the Covered Person should disclose the circumstances and the gift to management, counsel or Internal Audit.
Covered Persons owe a duty to the Company to advance its legitimate interests to the best of their abilities. Covered Persons are prohibited from:
All Covered Persons shall protect the financial security and assets of the Company and its subsidiaries (including premises and property, facilities and equipment, supplies, buildings, tools, stocks, systems, equipment and software, records, computers and computer systems and financial resources and all kinds) and ensure their efficient use. Theft, carelessness and waste have a direct impact on profitability. All Covered Persons shall strive to properly use and conserve Company property and information under their charge, ensuring it is used efficiently and rationally and strictly for Company business. All Company assets shall be used only for legitimate business purposes and not for personal use.
Each Covered Person shall:
Each Covered Person must:
The Committee is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. The Committee is responsible for granting waivers2 to Covered Persons (other than the executive officers or directors of the Company) and determining sanctions, as appropriate for violations of this Code. Any approvals, interpretations or waivers sought by the Company's executive officers or directors will be reviewed by the Committee and recommended to the Board for determination by the Board of whether to grant the waiver or not. The Board is responsible for granting waivers to the executive officers or directors of the Company.
The Company has established and the Audit Committee administers the procedures set forth in Annex B of the Audit Committee Charter (a copy of which is attached) relating to the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls over financial reporting or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
2 Instruction 2 to Item 5.05 of Form 8-K defines "waiver" as "the approval by the registrant of a material departure from a provision of the code of ethics" and "implicit waiver," which must also be disclosed, as "the registrant's failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer" of the registrant.
The Committee will take any action it considers appropriate to investigate any actual or potential violations of the Code reported to it. The Committee, in conducting investigations of potential violations and determining whether violations have occurred, may, at their discretion, consult with such other persons as they may determine to be appropriate, including, but not limited to, a senior legal officer of the Company and its subsidiaries, counsel to the Company and its subsidiaries, independent auditors or other consultants, subject to any requirement to seek pre-approval from the Company's Audit Committee for the retention of independent auditors to perform permissible non-audit services. If the Committee determines that a violation has occurred, it will inform and make a recommendation for further action to the Board. The Board will consider all appropriate action, which may include (a) review of, and appropriate modifications to, applicable policies and procedures; (b) notification to appropriate personnel of the Company and its subsidiaries; or (c) termination of the Covered Person's employment from the Company and its subsidiaries.
The Committee will be responsible for granting waivers, as appropriate, except that the Board will be responsible for granting waivers with respect to the Company's executive officers or directors. The Committee, in determining whether waivers should be granted, may, at its discretion, consult with such other persons as it may determine to be appropriate, including, but not limited to, a senior legal officer of the Company and its subsidiaries, counsel to the Company and its subsidiaries, independent auditors or other consultants, subject to any requirement to seek pre-approval from the Company's Audit Committee for the retention of independent auditors to perform permissible non-audit services.
The Committee shall submit an annual report to the Board regarding any waivers granted to Covered Persons not including the executive officers or directors of the Company. Any waivers of this Code will, to the extent required, be disclosed as required by the rules and regulation promulgated by the SEC from time to time.
A "related party transaction" is defined as those required to be disclosed pursuant to Item 404 of Regulation S-K. In order to maintain the highest standards of integrity in its business, the Company has adopted the following guidelines with respect to related party transactions:
Details of related party transactions will be included as standing items in the reports to the Board and will be publicly disclosed as required by applicable law.
This Code shall be the sole code of ethics adopted by the Company for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to it thereunder. Insofar as other policies or procedures of the Company and its subsidiaries govern or purport to govern the behavior or activities of the Covered Persons who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code.
Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Company's Board, including a majority of independent directors.
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board and its counsel, or independent auditors or other consultants referred to in Section IV above, or in accordance with applicable laws, rules or regulations.
The Code is intended solely for the internal use by the Company and its subsidiaries and does not constitute an admission, by or on behalf of any person, as to any fact, circumstance, or legal conclusion.
This Code will be made available on the Compass Diversified Holdings website at "www.compassdiversifiedholdings.com."
Date: February 26, 2009
(as of February 17, 2011)
Compass Group Diversified Holdings LLC
Principal Executive Officer: I. Alan B. Offenberg (Chief Executive Officer)
Principal Accounting Officer or person performing similar functions: James J. Bottiglieri (Chief Financial Officer)
Secretary: Carrie W. Ryan
|To:||The Board of Directors
Compass Group Diversified Holdings LLC
|Subject:||Code of Ethics|
Upon adoption of the Code of Ethics by the Board of Directors:
I certify that I have received, read and understand the Code of Ethics (the "Code") adopted by the Board of Directors of Compass Group Diversified Holdings, LLC (the "Company"). I will comply with this Code as long as I am employed with the Company or one of its subsidiaries.
I certify that I have received, read and understand the Code of Ethics (the "Code") adopted by the Board of Directors of Compass Group Diversified Holdings, LLC (the "Company"). I certify that I have complied with this Code during the past fiscal year and will comply with this Code as long as I am employed with the Company or one of its subsidiaries.
Procedures for the Submission of Complaints or Concerns Regarding Financial Statement Disclosures, Accounting, Internal Accounting Controls or Auditing Matters