•
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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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•
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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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•
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Promote
compliance with applicable governmental rules and regulations;
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•
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Provide
guidance to directors, officers and employees to help them recognize
and
deal with ethical issues;
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•
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Provide
a mechanism to report questionable, dishonest or unethical conduct;
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•
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Help
foster a culture of honesty, civility and accountability.
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A.
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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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B.
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Each
director, officer and employee will:
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i.
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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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ii.
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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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iii.
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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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iv.
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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,
Whistleblower Policy, attached to this document); and
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v.
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Promote
accountability and adherence pursuant to this Code.
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C.
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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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D.
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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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A.
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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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B.
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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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A.
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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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B.
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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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A.
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The
Audit Committee of Alico’s 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; Alico’s chief legal officer or
chief financial officer; Alico’s Lead Director, Gregory T. Mutz, 125 South
Wacker Drive, Suite 3100, Chicago, Illinois 60606; Alico’s 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 Alico’s
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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B.
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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
Alico’s Board of Directors. We encourage such action. Call Alico’s
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.
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A.
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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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B.
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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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