Attached files
Exhibit 14.1
RESOURCE
CAPITAL CORP.
CODE
OF BUSINESS CONDUCT AND ETHICS
Introduction
This Code
of Business Conduct and Ethics covers a wide range of business practices and
procedures. It does not cover every issue that may arise, but it sets
out basic principles to guide all employees of Resource Capital Corp.
(“Resource”). All of our employees must conduct themselves
accordingly and seek to avoid even the appearance of improper
behavior. The Code should also be provided to and followed by
Resource’s agents and representatives, including consultants.
If a law
conflicts with a policy in this Code, you must comply with the law; however, if
a local custom or policy conflicts with this Code, you must comply with the
Code. If you have any questions about these conflicts, you should ask
your supervisor how to handle the situation.
Those who
violate the standards in this Code will be subject to disciplinary
action. If you are
in a situation which you believe may violate or lead to a violation of this
Code, follow the guidelines described in Section 14 of this
Code.
1. Compliance
with Laws, Rules and Regulations
Obeying
the law, both in letter and in spirit, is the foundation on which Resource’s
ethical standards are built. All employees must respect and obey the
laws of the cities and states in which we operate. Although not all
employees are expected to know the details of these laws, it is important to
know enough to determine when to seek advice from supervisors, managers or other
appropriate personnel.
All
employees must cooperate fully with the people responsible for preparing reports
filed with the Securities and Exchange Commission and all other materials that
are made available to the investing public to make sure the people responsible
for preparing such reports and materials are aware in a timely manner of all
information that might have to be disclosed in those reports or other materials
or that might affect the way in which information is disclosed in
them.
2. Conflicts
of Interest
A
“conflict of interest” exists when a person’s private interest interferes in any
way with the interests of Resource. A conflict situation can arise
when an employee, officer or director takes actions or has interests that may
make it difficult to perform his or her Resource work objectively and
effectively. Conflicts of interest may also arise when an employee,
officer or director, or members of his or her family, receives improper personal
benefits as a result of his or her position with Resource. Loans to,
or guarantees of obligations of, employees and their family members may create
conflicts of interest.
It is
almost always a conflict of interest for a Resource employee to work
simultaneously for a competitor or borrower. You are not allowed to
work for a competitor as a consultant or director. The best policy is
to avoid any direct or indirect business connection with our competitors or
borrowers, except on our behalf.
Conflicts
of interest are prohibited as a matter of Resource policy, except under
guidelines approved by the Board of Directors. Conflicts of interest
may not always be clear-cut, so if you have a question, you should consult with
higher levels of management or Resource’s Chief Legal Officer,
Michael Yecies. Any employee, officer or director who becomes aware
of a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel or consult the procedures
described in Section 14 of this Code.
3. Insider
Trading
All
employees must comply with Resource’s Insider Trading Policy and any relevant
pre-clearance and blackout policies. A copy is available from
Resource’s counsel. Employees who have access to confidential
information are not permitted to use or share that information for stock trading
purposes or for any other purpose except the conduct of our
business. All non-public information about Resource should be
considered confidential information. To use non-public information
for personal financial benefit or to “tip” others who might make an investment
decision on the basis of this information is not only unethical but also
illegal. If you have any questions, please consult Resource’s
counsel.
4. Corporate
Opportunities
Employees
and officers are prohibited from taking for themselves personally opportunities
that are discovered through the use of corporate property, information or
position without the consent of the Board of Directors. No employee
may use corporate property, information, or position for improper personal gain,
and no employee may compete with Resource directly or
indirectly. Employees and officers owe a duty to Resource to advance
its legitimate interests when the opportunity to do so arises.
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5. Competition
and Fair Dealing
We seek
to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing
trade secret information that was obtained without the owner’s consent, or
inducing such disclosures by past or present employees of other companies is
prohibited. Each employee should endeavor to respect the rights of
and deal fairly with Resource’s business investors, suppliers, competitors and
employees. No employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair-dealing practice.
The
purpose of business entertainment and gifts in a commercial setting is to create
good will and sound working relationships, not to gain unfair advantage with
customers. No gift or entertainment should ever be offered, given,
provided or accepted by any Resource employee, family member of an employee or
agent unless it: (1) is not a cash gift, (2) is consistent with customary
business practices, (3) is not excessive in value, (4) cannot be construed as a
bribe or payoff and (5) does not violate any laws or
regulations. Please discuss with your supervisor any gifts or
proposed gifts which you are not certain are appropriate.
6. Discrimination
and Harassment
The
diversity of Resource’s employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment or any
kind. Examples include derogatory comments based on racial or ethnic
characteristics and unwelcome sexual advances.
7. Health
and Safety
Resource
strives to provide each employee with a safe and healthful work
environment. Each employee has responsibility for maintaining a safe
and healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.
Violence
and threatening behavior are not permitted. Employees should report
to work in condition to perform their duties, free from the influence of illegal
drugs or alcohol. The use of illegal drugs in the workplace will not
be tolerated.
8. Record-Keeping
Resource
requires honest and accurate recording and reporting of information in order to
make responsible business decisions. Many employees regularly use
business expense accounts, which must be documented and recorded
accurately. If you are not sure whether a certain expense is
legitimate, ask your supervisor or the CFO.
All of
Resource’s books, records, accounts and financial statements must be maintained
in reasonable detail, must appropriately reflect Resource’s transactions and
must conform both to applicable legal requirements and to Resource’s system of
internal controls. Unrecorded or “off the books” funds or assets
should not be maintained unless permitted by applicable law or
regulation.
Business
records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies
equally to e-mail, internal memos, and formal reports.
9. Confidentiality
Employees
must maintain the confidentiality of confidential information entrusted to them
by Resource, except when disclosure is authorized by Resource’s counsel or
required by laws or regulations. Confidential information includes
all non-public information that might be of use to competitors, or harmful to
Resource or its customers, if disclosed. It also includes information
that our borrowers or other parties with whom we have investing or lending
arrangements have entrusted to us. The obligation to preserve
confidential information continues even after employment ends.
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10. Protection
and Proper Use of Resource Assets
All
employees should endeavor to protect Resource’s assets and ensure their
efficient use. Theft, carelessness, and waste have a direct impact on
Resource’s profitability. Any suspected incident of fraud or theft
should be immediately reported for investigation. Resource equipment
should not be used for non- Resource business, though incidental personal use
may be permitted.
The
obligation of employees to protect Resource’s assets includes its proprietary
information. Proprietary information includes intellectual property
such as trade secrets as well as business, marketing and service plans,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would
violate Resource policy. It could also be illegal and result in civil
or even criminal penalties.
11. Payments
to Government Personnel
The U.S.
government has a number of laws and regulations regarding business gratuities
which may be accepted by U.S. government personnel. The promise,
offer or delivery to an official or employee of the U.S. government of a gift,
favor or other gratuity in violation of these rules would not only violate
Resource policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar
rules. Resource’s counsel can provide guidance to you in this
area. In addition, the U.S. Foreign Corrupt Practices Act prohibits
giving anything of value, directly or indirectly, to officials of foreign
governments or foreign political candidates in order to obtain or retain
business. It is strictly prohibited to make illegal payments to
government officials of any country.
12. Waivers
of the Code of Business Conduct and Ethics
Any
waiver of this Code for executive officers or directors may be made only by the
Board or a Board committee and will be promptly disclosed to Resource’s
stockholders as required by law or stock exchange regulation.
13. Reporting
any Illegal or Unethical Behavior
Employees
are encouraged to talk to supervisors, managers or other appropriate personnel
about observed illegal or unethical behavior and when in doubt about the best
course of action in a particular situation. It is the policy of
Resource not to allow retaliation for reports of misconduct by others made in
good faith by employees. Employees are expected to cooperate in
internal investigations of misconduct. Procedures for the
confidential, anonymous submission to Resource’s Audit Committee by employees of
Resource of concerns regarding questionable accounting or auditing matters are
set forth in information delivered to Resource employees.
14. Compliance
Procedures
We must
all work to ensure prompt and consistent action against violations of this
Code. However, in some situations it is difficult to know right from
wrong. Since we cannot anticipate every situation that will arise, it
is important that we have a way to approach a new question or
problem. These are the steps to keep in mind:
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Make sure you have all
the facts. In order to reach the right solutions, we
must be as fully informed as
possible.
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Ask yourself: What
specifically am I being asked to do? Does it seem unethical or
improper? This will enable you to focus on the specific
question you are faced with, and the alternatives you have. Use
your judgment and common sense; if something seems unethical or improper,
it probably is.
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Clarify your
responsibility and role. In most situations, there is
shared responsibility. Are your colleagues
informed? It may help to get others involved and discuss the
problem.
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Discuss the problem
with your supervisor. This is the basic guidance for all
situations. In many cases, your supervisor will be more
knowledgeable about the question, and will appreciate being brought into
the decision-making process. Remember that it is your
supervisor’s responsibility to help solve
problems.
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Seek help from
Resource. In the rare case where it may not be
appropriate to discuss an issue with your supervisor, or where you do not
feel comfortable approaching your supervisor with your question, discuss
it locally with your office manager or your Human Resources
manager. If that also is not appropriate, call Resource’s
counsel. If you prefer to write, address your concerns to:
Michael Yecies, Esquire, c/o Resource America, Inc., 1845 Walnut Street,
Philadelphia, PA 19103.
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You may report ethical
violations in confidence and without fear of
retaliation. If your situation requires that your
identity be kept secret, your anonymity will be
protected. Resource does not permit retaliation of any kind
against employees for good faith reports of ethical
violations.
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Always
ask first, act later: If you are unsure of
what to do in any situation, seek guidance before
you act.
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