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Promote
honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
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Promote
full, fair, accurate, timely and understandable disclosure to the public,
including Alico’s periodic reports required to be filed with the
Securities Exchange Commission;
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Promote
compliance with applicable governmental rules and
regulations;
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Provide
guidance to directors, officers and employees to help them recognize and
deal with ethical issues;
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Provide
a mechanism to report questionable, dishonest or unethical
conduct;
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Help
foster a culture of honesty, civility and
accountability.
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1.
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Each
director, officer and employee of the Company will at all times deal
fairly with Alico’s 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.
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2.
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Each
director, officer and employee
will:
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a.
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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 Company's Board of Directors and/or the Company’s Audit Committee
prior to any commitment by the Company with respect thereto and the
conflict should be dealt with in accordance with our Board's procedures
for handling disclosed potential conflicts as set forth in Article III
below;
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b.
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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;
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c.
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Comply,
and take reasonable actions to encourage others within the Company to
comply, with applicable governmental laws, rules and
regulations;
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d.
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Promptly
report violations of this Code as required and specified in the Reporting
Procedures developed by Alico’s Audit Committee (see Exhibit A. attached
to this document); and
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e.
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Promote
accountability and adherence pursuant to this
Code.
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3.
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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 Company's records for any reason.
The simple rule of thumb is that the Company's books must accurately,
fully and fairly reflect the transactions and activities that have
occurred.
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4.
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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 Company's 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
Company's internal auditors and accountants, external independent
auditors, and with Alico’s Audit Committee. No employee, officer or
director may engage in, permit, or conceal any financial or bookkeeping
irregularity, deceptive act or attempt to
mislead.
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1.
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Alico’s
employees must comply, at all times and in all material respects, with all
applicable laws, rules and
regulations.
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2.
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Alico’s
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 Company’s securities and that has not been
disclosed to the public.
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1.
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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 individual's 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 Alico's 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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2.
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The
chief legal officer and/or the chief financial officer shall file a report
with Alico’s 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 Alico’s 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 Alico’s Board less any member who may have a
conflict of interest with regard to the matter under consideration or a
special independent committee of Alico’s 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.
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1.
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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.
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1.
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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
Company's 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.
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1.
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Directors,
officers and employees shall take reasonable steps to protect the
Company's assets and ensure their efficient use. Directors, officers and
employees shall use the Company's assets only for the Company's legitimate
business purposes.
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1.
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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.
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2.
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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 Company's 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 Company's directors or
executive officers.
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