Benihana Inc.’s Code of Business Conduct and Ethics, adopted in 2010, is more than a document – it is the foundation for the way we conduct ourselves and do business throughout the states. It calls for the highest standards of ethical behavior from our executives, directors, and employees (“Employees and Directors”) and covers a variety of critical issues.
Compliance with Law and Ethical Behavior
All Employees 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.
Conflict of Interest
All Employees 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 Employee 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 Employee 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 Employees and Directors may create conflicts of interest. Any Employee 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 Employee 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.
Employees 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. Employees and Directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Employees and Directors of the Company shall maintain the confidential information entrusted to them by the Company, its suppliers or guests, except when disclosure is authorized by the Company or required by laws, regulations or legal proceedings. Employees 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 guests if disclosed.
Each Employee and Director should endeavor to deal fairly with the Company’s guests, 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.
Protection and Proper Use of Company Assets
All Employees 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.
The Company’s policy is to comply with all financial reporting and accounting regulations applicable to the Company. If any Employee 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.
Reporting any Illegal or Unethical Behavior
If any Employee or Director is concerned that violations of this Code by Employees 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, decide how to resolve and investigate the issue at hand.
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.
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.
Compliance & Ethics Hotline
Use this toll-free number 800.584.6864 to communicate with the Audit Committee Members, or the CEO. The Hotline can be used 24 hours a day, 365 days a year by employees or others to speak anonymously, or in confidence, in connection with any perceived accounting or auditing irregularities or other misconduct or wrongful behavior.
Communications will be distributed to the CEO and/or the Audit Committee, as appropriate, depending on the facts and circumstances outlined in the communication.