STEINER LEISURE LIMITED CODE OF BUSINESS CONDUCT AND ETHICS
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The Board of Directors of Steiner Leisure Limited (“Steiner Leisure” and, together with its subsidiaries, the "Company") has adopted this code of ethics (this "Code") to:
All directors, officers and employees of the Company are expected to be familiar with this Code and to adhere to those principles and procedures set forth in this Code that apply to them. Other applicable policies and procedures of the Company are set forth in the employee manual you received when you joined the Company and in other documents setting forth the Company’s policies and procedures that have been provided to you.
For purposes of this Code, the “Code
of Ethics Contact Person” will be the senior legal officer of Steiner Leisure.
I. HONEST AND CANDID CONDUCT
Each director, officer and employee owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.
Each director, officer and employee must:
II. CONFLICTS OF INTEREST
A “conflict of interest” occurs when an individual’s private interest interferes or appears to interfere with the interests of the Company. A conflict of interest can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. For example, a conflict of interest would arise if a director, officer or employee, or a member or his or her family, receives improper personal benefits from a third party as a result of his or her position in the Company. Any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should be discussed with the Code of Ethics Contact Person.
Service to the Company should never be subordinated to personal gain and advantage. Conflicts of interest should, wherever possible, be avoided.
In particular, clear conflict of interest situations involving directors, executive officers and other employees who occupy supervisory positions or who have discretionary authority in dealing with any third party specified below may include the following:
Anything that would present a
conflict for a director, officer or employee would also be likely to present a
conflict if it is related to a member of his or her family.
Pertinent procedures and details relating to conflicts of interest involving the Company are set forth in the Steiner Leisure Conflicts of Interest and Misappropriation of Corporate Opportunities Policy.
Each director, officer or employee involved in the Company’s disclosure process, including the Chief Executive Officer, the Chief Financial Officer and the Vice President – Finance of Steiner Leisure and the senior financial and accounting officers of each subsidiary of the Company (the “Senior Financial Officers”), is required to be familiar with and comply with the Company’s disclosure controls and procedures and internal control over financial reporting, to the extent relevant to his or her area of responsibility, so that the Company’s public reports and documents filed with the United States Securities and Exchange Commission (“SEC”) comply in all material respects with the applicable federal securities laws and SEC rules. In addition, each such person having direct or supervisory authority regarding these SEC filings or the Company’s other public communications concerning its general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, honest, accurate, timely and understandable disclosure.
Each director, officer or employee who is involved in the Company’s disclosure process, including without limitation the Senior Financial Officers, must:
It is the Company’s policy to comply with all applicable laws, rules and regulations in all countries in which the Company conducts business. It is the personal responsibility of each employee, officer and director to adhere to the standards and restrictions imposed by those laws, rules and regulations as well as the Company’s employee manuals and policy statements issued from time to time.
As described in more detail in the Company’s Insider Trading Policy Statement, it is against Company policy and in many circumstances illegal for a director, officer or employee to profit, directly or indirectly, from undisclosed information relating to the Company or any other company. Any director, officer or employee may not purchase or sell any of the Company’s securities while in possession of material nonpublic information relating to the Company. Also, any director, officer or employee may not purchase or sell securities of any other company while in possession of any material nonpublic information relating to that company.
Any director, officer or employee who is uncertain about the legal rules involving a purchase or sale of any Company securities or any securities in companies that he or she is familiar with by virtue of his or her work for the Company, should consult with Steiner Leisure’s legal department before making any such purchase or sale.
Consistent with the Company’s Foreign Corrupt Practices Act Policy and Accurate Books and Records Policy:
The success and reputation of the Company’s business depends, in part, on proper procurement. It is the policy of the Company to purchase products and services based on price, quality, timeliness of delivery and general merit, regardless of the manufacturer or provider. The purpose of this Policy is to assure that the Company obtains products and services at a fair value, while conducting itself in accordance with the highest standards of business practices and all applicable legal requirements. Additional details with respect to this policy are set forth in the Steiner Leisure Procurement Policy.
V. REPORTING AND ACCOUNTABILITY
The Audit Committee is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any director, officer or employee who becomes aware of any existing or potential violation of this Code is required to notify the Code of Ethics Contact Person promptly. Failure to do so is itself a violation of this Code.
Any questions relating to how this Code should be interpreted or applied should be addressed to the Code of Ethics Contact Person. A director, officer or employee who is unsure of whether a situation violates this Code should discuss the situation with the Code of Ethics Contact Person to prevent possible misunderstandings and embarrassment at a later date.
Each director, officer or employee must:
The Company will follow the following procedure in investigating and enforcing this Code, and in reporting on the Code:
notified that a violation has occurred, the Board of Directors or the Chief
Executive Officer of Steiner Leisure, as the case may be, will take such
disciplinary or preventive action as it deems appropriate, up to and including
dismissal or, in the event of criminal or other serious violations of law,
notification of appropriate governmental authorities.
From time to time, the Company may waive some provisions of this Code. Any waiver of the Code for executive officers or directors of the Company may be made only by the Board of Directors of Steiner Leisure and must be promptly disclosed as required by the rules of the SEC and the Nasdaq Stock Market. Any waiver for other employees may be made only by the Chief Executive Officer of Steiner Leisure.
VI. CORPORATE OPPORTUNITIES
Directors, officers and employees owe a duty to the Company to advance the Company’s business interests when the opportunity to do so arises. Directors, officers and employees are prohibited from taking (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down, and only with the written consent of the Board of Directors of the Company. More generally, directors, officers and employees are prohibited from using corporate property, information or position for personal gain and from competing with the Company.
Sometimes the line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain activities. Directors, officers and employees who intend to make use of Company property or services in a manner not solely for the benefit of the Company should consult beforehand with the Code of Ethics Contact Person.
Pertinent procedures and details relating to corporate opportunities with which you may become involved are set forth in the Steiner Leisure Conflicts of Interest and Misappropriation of Corporate Opportunities Policy.
In carrying out the Company’s business, directors, officers and employees often learn confidential or proprietary information about the Company, its customers, clients, suppliers, or joint venture parties. Directors, officers and employees must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of the Company, and of other companies, includes any non-public information that would be harmful to the relevant company, or useful or helpful to competitors, if disclosed.
VIII. FAIR DEALING
We have a history of succeeding through honest business competition. We do not seek competitive advantages through illegal or unethical business practices. Each director, officer and employee should endeavor to deal fairly with the Company’s customers, clients, service providers, suppliers, competitors and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.
IX. PROTECTION AND PROPER USE OF COMPANY ASSETS
All directors, officers and employees should protect the Company’s assets and ensure their efficient use consistent with Company policies.
The Board of Directors of Steiner Leisure may amend this Code from time to time as it deems appropriate.