|
This Code of Business Conduct and Ethics (this "Code") applies to Pilgrim's
Pride Corporation and its consolidated subsidiaries (collectively, the "Company").
We expect the Company's employees and officers ("employees") and members
of its Board of Directors ("directors") to use sound judgment to help us
maintain appropriate compliance procedures and to carry out our business with
honesty and in compliance with laws and high ethical standards. Each employee
and director is expected to read this Code and demonstrate personal commitment
to the standards set forth in this Code. Employees and directors who do not
comply with the standards set forth in this Code may be subject to discipline
in light of the nature of the violation, including termination of employment.
Any questions about this Code or the appropriate course of conduct in a
particular situation should be directed to the Company's Corporate Counsel. Any
evidence of improper conduct, violations of laws, rules, regulations or this
Code should be reported immediately. The Company will not allow retaliation
against an employee or director for such a report made in good faith.
Any waiver of the provisions of this Code for executive officers or directors of
the Company may be made only by our Board of Directors or a committee thereof
and must be promptly disclosed to our stockholders.
This Code is not a contract and is not intended as a detailed guide for all
situations you may face. You are also expected to comply with our Partner
Handbook, Policy and Procedures Manual and other workplace rules we may from
time to time communicate, all of which supplement this Code.
Responsibilities
| I. Compliance with Laws, Rules and Regulations |
| |
All employees and directors must respect and obey all laws applicable to our
business, including state and local laws in the areas in which the Company
operates. Any questions as to the applicability of any law should be directed
to the Company's Corporate Counsel.
|
| II. Insider Trading |
| |
The Company has a securities trading policy and all employees and directors
must abide by its terms. This policy, among other things, provides that
employees and directors may not buy or sell shares of the Company when they are
in possession of material, non-public information. They also are prohibited
from passing on such information to others who might make an investment
decision based thereon. Employees and directors also may not trade in stocks of
other companies about which they learn material, non-public information through
the course of their employment or service. Any questions as to whether
information is material or has been adequately disclosed should be directed to
the Company's Corporate Counsel.
|
| III. Conflicts of interest |
| |
A conflict of interest occurs when the private interest of an employee or
director interferes - or appears to interfere - with the interests of the
Company as a whole. Conflicts of interest can occur when an employee or
director takes action or has interests that could reasonably be expected to
make it difficult to make objective decisions on behalf of the Company or to
perform his or her duties objectively and effectively. Conflicts of interest
also arise when an employee or director, or a member of his or her family,
receives improper personal benefits as a result of his or her position with the
company.
Except as pre-approved by our Audit Committee, transactions that involve a
conflict of interest are prohibited as a matter of corporate policy. Any
employee or director who becomes aware of a conflict or potential conflict, or
who has a question about whether a conflict exists, should bring it to the
attention of the Company's Corporate Counsel.
|
| IV. Corporate Opportunities |
| |
Employees and directors are prohibited from (a) taking for themselves
personally any opportunities that arise through the use of corporate property,
information or position, (b) using corporate property, information or position
for personal gain, and (c) directly or indirectly competing with the Company.
Employees and directors owe a duty to the Company to advance the Company's
legitimate interests when the opportunity to do so arises.
|
| V. Confidentiality |
| |
Employees and directors should maintain the confidentiality of information
entrusted to them by the Company or its customers and suppliers that is not
known to the general public, except when disclosure is authorized or legally
mandated. "Confidential information" includes all non-public information that
might be of use to competitors, or harmful to the company or its customers, if
disclosed. This obligation to protect confidential information does not cease
when an employee or director leaves the Company. Any questions about whether
information is confidential should be directed to the Company's Corporate
Counsel.
|
| VI. Fair Dealing |
| |
Each employee and director shall endeavor to deal fairly with the our
stockholders, competitors, suppliers, customers and employees. No employee or
director shall take unfair advantage of any other person through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other unfair practice.
|
| VII. Protection and Proper Use of the Company's Assets |
| |
All employees and directors have a duty to protect the Company's assets and
ensure the assets' efficient use. Theft, carelessness and waste have a direct
impact on the Company's profitability. The Company's assets should be used only
for legitimate business purposes and employees and directors should take
measures to ensure against their theft, damage or misuse. These assets include
intellectual property such as trademarks, business and marketing plans, salary
information and any unpublished financial data and reports. Any unauthorized
use or distribution of this information is a violation of this Code.
|
| VIII. Accuracy of Records and Reporting |
| |
All of the Company's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the matters to
which they relate and must conform both to applicable legal requirements and to
the Company's system of internal controls. The making of false or misleading
records or documentation is strictly prohibited. The Company complies with all
laws and regulations regarding the preservation of records. Records should be
retained or destroyed only in accordance with the Company's document retention
policies. Any questions about these policies should be directed to the
Company's Corporate Counsel.
|
| IX. Disclosure Controls and Procedures |
| |
We are required by SEC rules to maintain effective "disclosure controls and
procedures" so that financial and non-financial information we are required to
report to the SEC is timely and accurately reported both to our senior
management and in the filings we make. All employees are expected, within the
scope of their employment duties, to support the effectiveness of our
disclosure controls and procedures. To that end, it is our policy to promote
the full, fair, accurate, timely and understandable disclosure in reports and
documents that we file or furnish with the SEC and otherwise communicate to the
public.
|
| X. Interaction with Public Officials |
| |
When dealing with public officials, employees and directors must avoid any
activity that is or appears illegal or unethical. The giving of gifts,
including meals, entertainment, transportation and lodging, to government
officials in the various branches of U.S. government, as well as state and
local governments, is restricted by law. Employees and directors must obtain
pre-approval from the Company's Corporate Counsel before providing anything of
value to a government official or employee. The foregoing does not apply to
personal lawful political contributions.
In addition, the U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. Illegal payments to
government officials of any country are strictly prohibited .
|
Compliance
We understand that no code or policy can address every scenario or answer every
question. To ensure that all employees and directors can obtain prompt answers
to their questions and inquiries, we have implemented the following policies
and procedures.
| I. Corporate Counsel |
| |
The Company's Corporate Counsel has been designated with responsibility for
overseeing and monitoring compliance with this Code. This officer makes
periodic reports to the Company's Audit Committee regarding the implementation
and effectiveness of this Code as well as the Company's policies and procedures
to ensure compliance with this Code.
The Company's Corporate Counsel may be reached at (903) 434-1900 or
CorporateCounsel@pilgrimspride.com. If you wish to communicate any matter
anonymously, we will maintain the confidentiality of your communication to the
extent possible under applicable laws. Communications intended to be
confidential should be mailed in writing without indicating your name or
address to Pilgrim's Pride Corporation, Attention: Corporate Counsel or you may
call the Company's Pride Line at (888)-536-1510 .
|
| II. Reporting Violations |
| |
All employees are encouraged to speak with their supervisors, managers or other
appropriate personnel when in doubt about the best course of action in a
particular situation. In most instances, employees and directors should bring
any questions regarding this Code to the attention of the Company's Corporate
Counsel.
We encourage all employees to promptly report any actual or apparent violations
of this Code. The Company does not permit retaliation or discrimination of any
kind against employees who reasonably believe there has been possible illegal
or unethical conduct and who in good faith report these concerns to us.
However, it is a violation of our policy for any employee to communicate a
report claiming illegal or unethical conduct which the employee knows to be
false .
|
| III. Investigations |
| |
Reported violations will be promptly investigated. The person reporting the
violation should not conduct an investigation on his or her own. However,
employees and directors are expected to cooperate fully with any investigation
made by the Company or any of its representatives.
|
| IV. Accountability |
| |
Employees and directors who violate this Code may be subject to disciplinary
action, including termination of employment. Knowledge of a violation and
failure to promptly report or correct the violation may also subject an
employee or director to disciplinary action. Some violations of this Code are
illegal and may subject the employee or director to civil and criminal
liability.
|
|
|