Code of Business Conduct & Ethics
One unwavering rule at the core of Havertys mission statement is that we will conduct our affairs in a legal, ethical and moral manner. Our conduct as directors, officers and employees of Havertys must always be based on honesty, respect, integrity and responsibility. Ultimately, our most valuable asset is our reputation. Complying with the principle standards contained in this Code is the starting point for protecting and enhancing that reputation. Each employee therefore plays an important role in setting the high standards in our business dealings and each of us shares responsibility for maintaining them.
Purpose of the Code
Havertys business is conducted by its employees, managers and officers under the direction of the Chief Executive Officer and the oversight of the Board of Directors. The Code of Business Conduct and Ethics provides a general statement of the Company's expectations regarding the ethical standards that each director, officer and employee should adhere to while acting on behalf of the Company. The Code of Business Conduct and Ethics covers a wide range of business policies and procedures. It is not a complete listing of detailed instructions for every conceivable situation but instead sets out basic principles to guide our directors, officers, and employees. All Company directors, officers and employees should conduct themselves accordingly and seek to avoid even the appearance of improper behavior in any way relating to the Company. If you have any questions or doubts simply ask.
Responsibilities of the Board of Directors
The Code of Business Conduct and Ethics has been adopted by the Havertys Board of Directors and establishes our high standards of ethical and legal behavior for all Havertys employees, officers and directors. Havertys' Board of Directors is responsible for setting the standards of business conduct contained in this Code and updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the Company, the business practices within the industry, our own business practices and the prevailing ethical standards of the communities in which Havertys operates.
Responsibilities of the Employees, Officers and Directors
Every employee, without regard to title or position, including the CEO as well as members of the Board of Directors are required to read and become familiar with the ethical standards described in the Code. Compliance with the Code is a condition of employment and violations could result in strong disciplinary action including discharge.
Employees shall not knowingly help another person conduct business in a manner contrary to the Company's Code, company policies and procedures or applicable laws and regulations and Employees shall cooperate fully and honestly in any Company investigation of alleged illegal or unethical activity when called upon.
Responsibilities of the Company
It is the responsibility of the Company to provide a work environment in which high standards of ethical behavior are recognized and practiced. As such the Company is committed to:
- complying with all laws and governmental regulations that are applicable to the Company's activities;
- maintaining a safe and healthy work environment;
- promoting a workplace that is free from discrimination or harassment based on race, religion, sex or other factors that are unrelated to the Company's business interests;
- supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;
- conducting its activities in full compliance with all applicable environmental laws;
- keeping the political activities of the Company's directors, officers and employees separate from the Company's business;
- prohibiting any illegal payments to any government officials or political party representatives of any country; and
- complying with all applicable state and federal securities laws.
The Company will ensure that each employee, officer and director receives a copy of the Code and understand the principles outlined therein. While Havertys Chief Executive Officer will oversee the procedures designed to implement this Code and to ensure they are operating effectively, it is the individual responsibility of each director, officer and employee to comply with the Code.
Compliance with Laws and Regulations
All employees, officers and directors acting on behalf of Havertys must obey all laws and government regulations applicable to our activities. Certain laws, policies and principles of particular interest to Havertys are described below. Although we address these issues, we cannot anticipate every possible situation so it is your responsibility to know and follow the law and conduct yourself accordingly.
Confidentiality; Protection and Proper Use of the Company's Assets
Directors, officers and employees shall maintain the confidentiality of all information entrusted to them by the Company or its suppliers, customers or other business partners, except when disclosure is authorized by the Company or legally required.
Confidential information includes (1) information marked “Confidential,” “Private,” “For Internal Use Only,” or similar legends, (2) technical information relating to current and future products or services, (3) business or marketing plans or projections, (4) earnings and other internal financial data, (5) personnel information, (6) supply and customer lists and (7) other non-public information that, if disclosed, might be of use to the Company's competitors, or harmful to the Company or its suppliers, customers or other business partners.
To avoid inadvertent disclosure of confidential information, directors, officers and employees shall not discuss confidential information with or in the presence of any unauthorized persons, including family members and friends.
Directors, officers and employees are personally responsible for protecting those Company assets that are entrusted to them and for helping to protect the Company's assets in general.
Directors, officers and employees shall use the Company's assets for the Company's legitimate business purposes only.
Insider Trading and Securities Law
Directors, officers and employees who have access to confidential information relating to the Company are not permitted to use or share that information for any trading purposes or for any other purpose except the conduct of Havertys business. Company policy, securities exchanges and applicable laws prohibit the trading of securities by anyone in possession of material, non-public information. Material, non-public information is defined as knowledge of Havertys business that has not been publicly disclosed and which may have an effect on the value of Havertys' stock (e.g. mergers, acquisitions, earnings estimates, and other developments).
Penalties for trading on or communicating material non-public information are severe. If you are found guilty of an insider trading violation, you can be subject to civil and even criminal liability.
Accurate and Timely Periodic Reports
Because Havertys stock is traded by the public, we are obligated by various laws, and are committed to making full, fair, accurate, timely and understandable public disclosure of material information. Depending on your position with Havertys you may be called upon to provide information to assure that our public reports are complete, fair and understandable. We expect all of our personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquires related to Havertys' public disclosure.
Management, shareholders, creditors, our colleagues, and governmental entities rely upon the accuracy of our financial records. It is therefore imperative that these records accurately and fairly reflect, in reasonable detail, the assets, liabilities, expenses and revenues of the Company. The Accounting Department bears a special responsibility for promoting integrity throughout the organization, with responsibilities to stakeholders both inside and outside of the Company. The Chief Executive Officer, Chief Financial Officer and all Accounting Department personnel have a special role both to adhere to these principles themselves and to ensure that a culture exists throughout the Company as a whole that ensures the fair and timely reporting of the Company's financial results and condition. To this end, the Company shall:
- comply with generally accepted accounting principles at all times;
- maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;
- maintain books and records that accurately and fairly reflect the Company's transactions;
- prohibit the establishment of any undisclosed or unrecorded funds or assets;
- maintain a system of internal controls that will provide reasonable assurances to management that material information about the Company is made known to management in a timely fashion, particularly during the periods in which the Company's periodic reports are being prepared; and
- present information in a clear, understandable and orderly manner.
Employees shall make every attempt to deal fairly with Havertys' customers, suppliers, competitors and other employees. No employee shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
Havertys is committed to promoting the values of honesty, integrity and fairness in the conduct of business and sustaining a work environment that fosters mutual respect, openness and individual integrity. We are dedicated to treating fairly and impartially all customers, suppliers or other third parties with whom we do business. Therefore our directors, officers and employees must not give or receive gifts, entertainment or gratuities that could influence or be perceived to influence business decisions. Any failure to negotiate, perform or market in good faith may result in serious damage to our reputation and loss of the loyalty of our customers. You must conduct business honestly and fairly and not take unfair advantage of anyone through any misrepresentation or material facts, manipulation, concealment, and abuse of privileged information, fraud or other unfair business practice. Do not make any false or misleading statements to customers, suppliers or third parties or about our competitors. Misunderstandings can usually be avoided by conduct that make clear that Havertys conducts business on an ethical basis and will not seek or grant special considerations.
Gifts and Entertainment
In an effort to foster mutual respect, openness and individual integrity, please keep in mind the following:
- You should never solicit a gift or favor from those with whom we do business. You may never accept gifts of cash or cash equivalents;
- You may accept novelty or promotional items or modest gifts related to commonly recognized occasions, such as a promotion, holiday, wedding or retirement, if:
- This happens only occasionally;
- The gift was not solicited;
- Disclosure of the gift would not embarrass Havertys or the people involved; and
- The value of the gift is under $50.
- You may not accept any invitation from a customer, supplier, vendor, or service provider to an entertainment event without approval by your direct supervisor.
- You should not solicit or accept any fee, commission or other compensation for referring customers to third-party vendors; and
- Under no circumstances can any bribe, kickback or illegal payment or gift of cash or cash equivalents be made. If you are unsure as to the propriety of the offer or acceptance of any item of value, you should contact the Chief People Officer for clarification and guidance, officers and directors should contact the Corporate Secretary.
Conflicts of Interest; Corporate Opportunities
A “conflict of interest” exists when an individual's private interest interferes in any way or even appears to conflict, with the interests of the Company. Havertys prohibits such conflicts of interest because they impair our ability to make objective decisions for our company. The divided loyalty caused by a conflict of interest can result in personal harm and could damage Havertys reputation. Service to Havertys should never be subordinated to personal gain. In general, no director, officer or employee shall:
- Have any significant ownership interest in any supplier, service provider, or competitor;
- Have any consulting or employment relationship with any customer, supplier, service provider or competitor;
- Deal in any outside business activity that detracts from your ability to give the appropriate time and attention to your responsibilities to Havertys;
- Be in the position of supervising, reviewing, or having any influence on the job evaluation, pay, or benefit of any family members;
- Accept any personal loan or guarantee of obligations from Havertys, except to the extent such arrangements are legally permissible;
- Seek or accept any personal loan or service from any outside business, except from financial institutions or service providers who offer similar loans or services to third parties under similar terms in the ordinary course of business.
- Use Havertys' property, information or position for personal gain.
Havertys is subject to laws that govern the timing of our disclosures of material information to the public and others. Only certain designed employees may discuss Havertys with the news media, securities analysts and investors. Individuals talking directly to the news media, securities analysts and investors without going through the proper channels risk providing incorrect information or revealing proprietary strategies. All inquires from outsiders regarding financial or other information about Havertys should be referred to the Chief Executive Officer, Chief Financial Officer, or Vice President, Secretary and Corporate Treasurer.
Discrimination and Harassment
Havertys recognizes that its two most valuable assets are its employees and its reputation. The diversity of Havertys employees is a tremendous asset. Havertys is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. If you observe conduct that you believe is discriminatory or harassing, or if you feel you have been the victim of discrimination or harassment, you should notify the director of human resources or any executive officer immediately. We will not tolerate any retaliatory action against any employee for filing a complaint under our anti-discrimination and anti-harassment policies or for assisting in any investigation conducted pursuant to such polices. To the fullest extent possible, we will keep complaints and the term of their resolution confidential.
Discount PolicyThe employee discount is a privilege offered to employees for their personal use. The discount is only applicable to merchandise bought from Havertys by eligible individuals for personal or household use. Relatives and friends are not eligible to buy under this plan. To learn more about the requirements of the employee discount please see Havertys Associate Handbook.
The Company encourages all Havertys personnel to exercise their individual rights of citizenship by voting, making personal political contributions if they wish to do so with their own funds and being otherwise politically active in support of candidates or parties of their own personal selection. It should be clearly understood however that it is against Company policy for you to lobby other employees on behalf of a political candidate during the workday. It is also against our policy to reimburse an employee for any political contribution or expenditure.
Reporting and Effect of Violations
Among the most important responsibilities of each and every director, officer and employee of the Company is the obligation to comply with this Code along with the obligation to raise any concern about a possible violation of the Code or applicable laws. Any violation of the Code of Business Conduct and Ethics is a very serious matter. If you have a question about ethical business conduct please do not hesitate to ask. Employees should contact the Company's Chief People Officer. We prefer that you give your identity when reporting violations or suspected violations, to allow Havertys to contact you in the event further information is needed to pursue an investigation and your identify will be maintained in confidence to the extent practicable. However, if you feel more comfortable you may anonymously report violations or suspected violations by calling our Hotline number at 1-800-826-6762. Officers and Directors should report, in person or in writing, any known or suspected violations of laws, governmental regulations or this Code to the Company's Corporate Secretary.
The Company's Corporate Secretary or Chief People Officer, as appropriate, will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative measures. Directors, officers and employees that violate any laws, governmental regulations or this Code will face appropriate, case specific disciplinary action, which may include removal, demotion or discharge.
If you have any concerns regarding, accounting, internal accounting controls or auditing matters relating to Havertys or any other issue you believe should be brought to the attention of Havertys' Audit Committee, you can contact the Committee anonymously at 1-800-826-6762.
Havertys will not tolerate any reprisal or retaliation against a person who in good faith reports a known or suspected violation of a law, regulation, company policy or the Code. Havertys personnel who believe they have been retaliated against should contact Havertys' Corporate Secretary or Chief People Officer at 1-800-241-4599. Any director, officer or employee who attempts to retaliate against another employee for reporting a violation will be subject to disciplinary action, which may include termination of employment for cause.
The provisions of this Code may be waived for directors or officers or non-officer employees only by a resolution of the Company's “independent” directors as defined by the New York Stock Exchange. Any waiver of this Code granted to a director or executive officer will be publicly disclosed as required by the New York Stock Exchange. Any change in or waiver of this Code for the principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, will be publicly disclosed as required by the Securities and Exchange Commission.
All new employees must sign a certificate confirming that they have read and understand this Code. We also require an annual certification of the Code and an additional report from Havertys' managers and officers. However, failure to read the code or sign the confirmation does not excuse you from complying with the Code.