1. Introduction
This Ethics and Business Conduct Policy (the “Policy”) has been adopted by Stone Pier Capital Advisors, LP (the “Firm”) and summarizes the standards that must guide its actions and those of its principals, employees, officers, directors, consultants, and other affiliated persons, including student interns (collectively, “Persons”). While covering a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation where ethical decisions must be made, but rather set forth key guiding principles that represent Firm policies and establish conditions for employment or other affiliation at the Firm, including student internships.
The Firm strives to foster a culture of honesty and accountability. Its commitment to the highest level of ethical conduct should be reflected in all of the Firm’s business activities including, but not limited to, relationships with employees, customers, suppliers, competitors, the government, and the public, including our equity owners. All Persons must conduct themselves according to the language and spirit of this Policy and seek to avoid even the appearance of improper behavior. Even well-intentioned actions that violate the law or this Policy may result in negative consequences for the Firm and/or for the individuals involved.
One of the Firm’s most valuable assets is its reputation for integrity, professionalism, and fairness, and all Persons should recognize that their actions are the foundation of the Firm’s reputation and adhering to this Policy and applicable law is imperative.
Any reference to “Firm” in this Policy shall mean the Firm and all of its subsidiaries and affiliated units as may exist from time to time.
2. Compliance with Laws, Rules, and Regulations
The Firm is strongly committed to conducting its business affairs with honesty and integrity and in full compliance with all applicable laws, rules, and regulations. No Person shall commit an illegal or unethical act, or instruct others to do so, for any reason.
If you believe that any practice raises questions as to compliance with this Policy or applicable law, rule, or regulation or if you otherwise have questions regarding any law, rule, or regulation, please contact one or more of the Managing Directors.
3. Trading on Inside Information
Using non-public information to trade in securities, or providing a family member, friend, or any other person with a “tip” based on such information is illegal, and in any event, in violation of this Policy. All such non-public information should be considered inside information and should never be used for personal gain. Such information, as long as it is non-public, is strictly confidential and subject to the confidentiality provisions agreed to upon any Person joining or affiliating with the Firm. Such Person should contact a Managing Director of the Firm with any questions about the ability to buy or sell securities and otherwise keep confidential relevant information.
4. Protection of Confidential and Proprietary Information
Confidential and proprietary information includes all non-public information that might be useful to competitors of the Firm or the Firm’s clients or prospective clients or that could be harmful to the Firm, its clients or prospective clients or its suppliers if disclosed. Intellectual property, such as trade secrets, patents, trademarks, and copyrights, as well as business, research, and new product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee, and suppliers lists and any unpublished financial or pricing information is included. Unauthorized use or distribution of proprietary information violates Firm policy and could be illegal. Such use or distribution could result in negative consequences for both the Firm and the individuals involved, including potential legal and disciplinary actions.
(a) Confidential and proprietary information of the Firm. Confidential and proprietary information generated and gathered in the Firm’s business is a valuable Firm asset. Protecting this information plays a vital role in the Firm’s ability to compete, and all such information should be maintained in strict confidence as agreed to upon joining or affiliating with the Firm, except when disclosure is authorized by the Firm or required by law.
(b) Confidential and proprietary information of the Firm’s clients and prospective clients. The Firm respects the property rights of other organizations and their proprietary information and requires all Persons to observe such rights. It is Firm policy that the Firm provide whenever possible a Non-Disclosure or Confidentiality Agreement to any prospective client before any conversations occur that might involve that prospective client’s confidential and proprietary information. If that is not reasonably possible, it is required that promptly after such conversation that such an agreement is provided, dated as of the day of the conversation or other initial provision of such information.
A Person’s obligation to protect the Firm’s confidential and proprietary information, and (subject to any Non-Disclosure or Confidentiality Agreement entered into by the Firm) that of its clients or prospective clients, continues even after such Person has left the Firm or an affiliation with the Firm, and such Person must return all such information in his or her possession upon leaving the Firm.
5. Conflicts of Interest
The Firm’s Persons have an obligation to act in the best interest of the Firm. All such Persons should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Firm. A “conflict of interest” occurs when a Person’s private interest interferes in any way, or even appears to interfere, with the interest of the Firm. A conflict of interest can arise when a Person takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. Conflicts of interest may also arise when a Person (or his or her family members) receives improper personal benefits as a result of the Person’s position in the Firm.
Although it would not be possible to describe every situation in which a conflict of interest may arise, the following are examples of situations which may constitute a conflict of interest:
- Working, in any capacity, for a competitor, customer, or supplier to the Firm or a client of the Firm while employed by or affiliated with the Firm.
- Accepting gifts of more than modest value or receiving personal discounts or other benefits as a result of one’s position in the Firm from a competitor, customer or supplier to the Firm or a client of the Firm.
- Competing with the Firm or a client of the Firm for the purchase or sale of property, services, or other interests.
- Having an interest in a transaction involving the Firm or a client of the Firm (not including routine investments in publicly-traded companies).
- Receiving a loan or guarantee of an obligation as a result of your position with the Firm.
- Directing business to a Firm owned or managed by, or which employs, a relative or friend unless such relationships are approved by the Firm’s equity owners.
Situations involving a conflict of interest may not always be obvious or easy to resolve. Any Person should report actions that may involve a conflict of interest to a Managing Director.
In order to avoid conflicts of interests, each Person must disclose to a Managing Director any material transaction or relationship that reasonably could be expected to give rise to such a conflict.
6. Protection and Proper Use of Firm Assets
Protecting Firm assets against loss, theft, or other misuse is the responsibility of every Person. Loss, theft, or misuse of Firm assets directly impacts our profitability. Any suspected loss, misuse, or theft should be reported to any Managing Director.
The sole purpose of the Firm’s equipment, vehicles, and supplies is the conduct of its business. They may only be used for Firm business consistent with Firm guidelines.
7. Corporate Opportunities
Firm Persons are prohibited from taking for themselves business opportunities that arise through the use of corporate property, information, or position. No Person may use corporate property, information, or position for personal gain, and no Person may compete with the Firm. Competing with the Firm may involve engaging in the same line of business as the Firm, or any situation where the Person takes away from the Firm opportunities for revenue or purchases of products, services, or interests.
8. Fair Dealing
Each Person should endeavor to deal fairly with customers, suppliers, competitors, the public, and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. No bribes, kickbacks, or other similar payments in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action. The Firm and the Person involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of
this policy.
Occasional business gifts to and entertainment of non-government employees in connection with business discussions or the development of business relationships are generally deemed appropriate in the conduct of Firm business. However, these gifts should be given infrequently and their value should be modest. Gifts or entertainment in any form that would likely result in a feeling or expectation of personal obligation should not be extended or accepted.
Practices that are acceptable in commercial business environments may be against the law or the policies governing federal, state, or local government employees. Therefore, no gifts or business entertainment of any kind may be given to any government employee without the prior approval of the Managing Directors as a group. Except in certain limited circumstances, the Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value directly or indirectly to any “foreign official” for the purpose of obtaining or retaining business. When in doubt as to whether a contemplated payment or gift may violate the FCPA, contact a Managing Director before taking any action.
9. Compliance with This Policy and Reporting of Any Illegal or Unethical Behavior
All Persons are expected to comply with all of the provisions of this Policy. The Policy will be strictly enforced throughout the Firm and violations will be dealt with immediately, including subjecting persons to corrective and/or disciplinary action such as dismissal. Violations of the Policy that involve illegal behavior will be reported to the appropriate authorities.
Situations which may involve a violation of ethics, laws, or this Policy may not always be clear and may require difficult judgment. All Persons should report any concerns or questions about violations of laws, rules, regulations, or this Policy to a Managing Director.
The Firm encourages all Persons to report any suspected violations promptly and intends to thoroughly investigate any good faith reports of violations. The Firm will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open communication of issues and concerns by all Persons without fear of retribution or retaliation is vital to the successful implementation of this Policy. Each Person is required to cooperate in internal investigations of misconduct and unethical behavior.
10. Waivers and Amendments
Any waivers of and amendments to the provisions in this Policy may only be granted by the Managing Directors as a group.
11. Equal Opportunity, Non-Discrimination and Fair Employment
The Firm’s policies for recruitment, advancement, and retention forbid discrimination on the basis of any criteria prohibited by law, but in any event including but not limited to race, sex, sexual preference, ethnic or national background, religious beliefs and age. The Firm’s policies are designed to ensure that all Persons are treated, and treat each other, fairly and with respect and dignity. In keeping with this objective, conduct involving discrimination or harassment of others will not be tolerated. All Persons are required to comply with the Firm’s policy on equal opportunity, non-discrimination, and fair employment.
12. Compliance with Antitrust Laws
The antitrust laws prohibit agreements among competitors on such matters as prices, terms of sale to customers, and allocating markets or customers. Antitrust laws can be very complex, and violations may subject the Firm and Firm Persons to criminal sanctions, including fines, jail time, and civil liability. If you have any questions, consult a Managing Director.
13. Political Contributions and Activities
The Firm does not make political contributions. This policy applies solely to the use of Firm assets and is not intended to discourage or prevent Persons from making political contributions or engaging in political activities on their own behalf. No one may be reimbursed directly or indirectly by the Firm for personal political contributions.
14. Environment, Health, and Safety
The Firm is committed to conducting its business in compliance with all applicable environmental and workplace health and safety laws and regulations. The Firm strives to provide a safe and healthy work environment for all Persons and to avoid adverse impact and injury to the environment and communities in which we conduct our business. Achieving this goal is the responsibility of all Persons.