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Benihana Inc. Code of Business Conduct and Ethics This Code of Business Conduct and Ethics has been adopted by Benihana Inc. (the “Company”) and is intended to qualify as a Code of Ethics under Section 406 of the Sarbanes-Oxley Act 2002. It establishes the standards of business conduct and ethics to be observed by the Company’s executives and directors. 1. Compliance with Law and Ethical Behavior All executives and directors of the Company shall observe and comply with all Federal and State laws and regulations (and those of any foreign jurisdiction), which apply to the Company or its business and observe the highest ethical standards. Legal compliance includes, without limitation, compliance with the "insider trading" prohibitions applicable to the Company and its executives and directors. The Company’s policies with respect to trading in the Company’s securities and “insider trading” are detailed in the Company’s “Securities Trading Policy of Benihana Inc.” publication dated March 2003 which is attached as Appendix A. If any executive or director of the Company has a question as to the applicability or requirements of any law or regulation as it may affect him or her or the Company, any such question should be directed to the Chairman of the Board of Directors of the Company (“CEO”) in writing, who will undertake to provide an answer. 2. Conflict of Interest All executives and directors of the Company should be scrupulous in avoiding a conflict of interest with regard to the Company's interests. A "conflict of interest" exists whenever an individual's private interests interfere or conflict in any way with the interests of the Company. A conflict situation can arise when an executive or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an executive or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party. Loans to or guarantees of obligations of family members of executives and directors may create conflicts of interest. Federal law prohibits Company loans to executives and directors. Any executive or director who becomes aware of a conflict of interest or potential conflict should bring it to the attention of the CEO of the Company. Conflicts of interest may not always be clear-cut, so if an executive or director seeks clarification as to whether or not he or she may be involved in a conflict of interest, clarification should be sought from the CEO of the Company by advising him of the circumstances and requesting clarification in writing. 3. Corporate Opportunity Executives and directors are prohibited from (a) personally taking opportunities that properly belong to the Company or are opportunities discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; or (c) competing with the Company. Executives and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. 4. Confidentiality Executives and directors of the Company shall maintain the confidential information entrusted to them by the Company, its suppliers or customers, except when disclosure is authorized by the Company or required by laws, regulations or legal proceedings. Executives and directors should consult the CEO of the Company if they believe they have a legal obligation to disclose confidential information. Confidential information includes all non-public information that might be of use to competitors of the Company, or harmful to the Company or its customers if disclosed. 5. Fair Dealing Each executive and director should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. None should take the unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. 6. Protection and Proper Use of Company Assets All executives and directors should protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. All Company assets should be used for legitimate business purposes. 7. Accounting Complaints The Company's policy is to comply with all financial reporting and accounting regulations applicable to the Company. If any executive or director of the Company has concerns or complaints regarding accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns or complaints (anonymously, if preferred) to the Chairman of the Audit Committee of the Board of Directors who will, subject to his duties arising under applicable law, regulations and legal proceedings treat such submissions confidentially. Upon receipt of a complaint, the Chairman of the Audit Committee will follow the procedures outlined in the Enforcement Procedure Addendum which is attached hereto as Appendix B. 8. Reporting any Illegal or Unethical Behavior If any executive or director is concerned that violations of this Code by executives or directors of the Company have occurred, or are likely to occur, they should advise the CEO of the Company of their concern. If the complaint is submitted to the CEO of the Company, the CEO of the Company may, at his option, elect to resolve the issue by conducting his own investigation, including the organization of a committee (which may include officers and directors) engage outside experts for assistance so as to enable him to reach a determination as to whether or not the Code has been violated and, if so, what action, if any, is necessary to repair or remediate any damage sustained by the Company or others by such conduct and the appropriate disciplinary action to be taken. Alternatively, the CEO of the Company may elect to organize a committee consisting of all the independent directors (“Investigating Committee”) who shall elect a chairman and the Investigating Committee shall then consider the complaint. If any executive or director does not believe it appropriate or is not comfortable approaching the CEO of the Company about their concerns or complaints, then they may contact the Chairman of the Independent Committee if there be such a standing committee and, if not, to any “Independent Director” in all other cases. An Independent Director is defined to be a director of the Company who is neither employed by or supplies services (other than as a director) to the Company or to any of its subsidiaries. If there is no standing Independent Committee, the Independent Director who is approached shall organize an Investigating Committee which shall elect a chairman and the Investigating Committee shall then consider the matter. The Investigating Committee will then follow the procedures in Appendix B. 9. No retaliation The Company will not tolerate retaliation of any kind by or on behalf of the Company or any of its executives or directors against good faith reports or complaints of violations of this Code or other illegal or unethical conduct. 10. Public Company Reporting As a public company, it is of critical importance that the Company's filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with the Company, an executive or director may be called upon to provide necessary information to assure that the Company's public reports are complete, fair and understandable. The Company expects executives and directors to take this responsibility very seriously and to provide prompt accurate answers to inquiries related to the Company's public disclosure requirements. 11. Amendment, Modification and Waiver This Code may be amended, modified or waived by the Board of Directors, subject to the public disclosure and other provisions of the Securities Exchange Act of 1934, and the rules thereunder and the applicable rules of the National Association of Securities Dealers applicable to NASDAQ listed companies. 12. Accountability Violations of any provision of this Code by an executive or director which have not been the subject of specific waivers by the Board of Directors shall be deemed serious infractions by such executive or director of his or her duties to the Company and shall be treated as such when determining any disciplinary action to be taken. |
