Roundy's Supermarkets, Inc. is committed to conducting its business with the highest ethical standards and has adopted these principles and practices that govern our behavior. Select a link below.
MESSAGE FROM ROUNDY'S CEO
- INTRODUCTION
- COMPLIANCE WITH THE LAW
- ACCURACY AND INTEGRITY OF COMPANY RECORDS
- AVOIDING CONFLICTS OF INTEREST
- PROTECTING COMPANY CONFIDENTIAL INFORMATION
- CONTRIBUTIONS: POLITICAL, GOVERNMENTAL AND NON-GOVERNMENTAL
- EQUAL OPPORTUNITY AND DIVERSITY
- SAFETY AND HEALTH
- RESPECT FOR THE ENVIRONMENT
- REPORTING DEFICIENCIES
- PROTECTING ROUNDY'S ASSETS
- FAIR COMPETITION
- PROPER USE OF ELECTRONIC DATA
- HOW WE IMPLEMENT THE CODE
- ROUNDY'S CODE OF BUSINESS CONDUCT VERIFICATION AND DISCLOSURE STATEMENT
TO ROUNDY'S EMPLOYEES
People are the strong foundation on which we've built our successful business. As employees, each of us represents Roundy's to our customers, suppliers, industry peers, government agencies and the general public. Through our actions, we are Roundy's.
Our values reflect our strong beliefs and guide our decision making. They are the foundation of our ethical behavior. All of our actions must be consistent with the values of the Company:
We act with integrity and understand that trust is earned through consistency in word and action; we foster an environment of open communication where everyone is heard; we take pride in achieving success through collaboration and teamwork; we aggressively pursue our goals with results-driven persistency; we choose passion for our customers to drive our decisions in all that we do; and we cultivate an environment of mutual respect characterized by honest, direct and relevant communication and by honoring diversity.
The Roundy's management team holds integrity, ethics and honesty in the highest regard and we know that each of you do as well. To us, ethics and compliance mean good business practice. This Code of Business Conduct outlines our principles on how we conduct business - in a legal, ethical and compliant manner that is consistent with our Company's high ethical standards and with applicable state and federal laws and regulations.
This Code of Business Conduct is a guide to help all of us live up to Roundy's high ethical standards - and our own. It summarizes many of the laws that Roundy's and all of its employees are required to live by. The Code goes beyond the legal minimums, however, by describing the ethical values we share.
This Code is neither a contract nor a comprehensive manual that covers every situation a Roundy's employee might encounter. It is a guide that highlights key issues and identifies policies and resources to help us reach decisions that will make Roundy's proud.
Each of us has the personal responsibility to make sure that our actions abide by this Code of Business Conduct and the laws that apply to our work. If you have any questions or concerns about illegal or unethical acts, check with our Compliance Officer or call the anonymous Roundy's ReportLine. Keep in mind that failure to abide by this Code and the law will lead to disciplinary measures appropriate to the violation, up to and including dismissal.
Each Roundy's employee is expected to read the entire Code of Business Conduct. No code can guarantee ethical behavior though…only we can.
Bob Mariano, CEO
- INTRODUCTION
The Roundy's Code of Business Conduct (the "Code") is a statement of the basic standards and principles of Roundy's for conducting its business in a legal and ethical manner. The Code is reviewed annually for continued relevance and is updated as appropriate.
The Code provides an accessible reference, and serves, like a constitution, as the foundation for Roundy's ethics and compliance practices.
The Code applies to all of us as employees and agents (for example, contractors, brokers, suppliers) of Roundy's Supermarkets, Inc. and our subsidiaries (our "Company"). References to employees in the Code include agents. Use of the term "we" throughout the Code is defined to include all the parties and individuals mentioned above.
The policy of our Company is to prevent the occurrence of illegal or unethical behavior, to detect and to halt any illegal or unethical behavior that may occur as soon as reasonably possible after its discovery, to discipline those who violate the Code, including individuals responsible for the failure to exercise proper supervision and oversight to detect and report a violation by their subordinate employees, and to promote honest, ethical conduct in our day-to-day business operations. Discipline may, when appropriate, include dismissal.
An employee who has a question regarding the applicability or interpretation of the Code should use the procedure specified in Section 14.
- COMPLIANCE WITH THE LAW
Roundy's employees are required to comply with all applicable laws and regulations where we do business. Business demands or pressures are not excuses for violating the local, state and federal law. Questions relative to the legality of an action should be directed to your manager or the Compliance Officer.
The United States anti-money laundering laws prohibit engaging in a financial transaction if the person knows that the funds involved in the transaction were derived from illegal activities. If any of us believes that the other part of a business transaction is engaged in any illegal activity or is using proceeds derived from an illegal activity, we should consult with the Compliance Officer prior to proceeding.
Any employee involved in court or other similar proceedings arising out of his or her employment with Roundy's shall abide by the rules of that forum, cooperate with the orders of that forum, and not in any way commit perjury or obstruction of justice.
- ACCURACY AND INTEGRITY OF COMPANY RECORDS
Roundy's requires honest and accurate recording and reporting of information in order to make responsible business decisions. This information includes data such as quality, safety, human resources records, vouchers, bills, financial data, expense reports and performance records. It is essential that all records are accurate and complete.
All financial books, records and accounts must accurately reflect transactions and events, and conform to required accounting principles. False or misleading entries for both the amount and purpose of transactions are prohibited. No undisclosed or unrecorded fund or asset shall be established in any amount for any purpose. When a payment is made, it can only be used for the purpose spelled out on the supporting document. We may not allow transactions with a supplier, agent or customer to be structured or recorded in a way that is not consistent with normal business practice.
We will prepare and include full, fair, accurate, timely and understandable disclosures in our reports and documents filed with or submitted to appropriate regulatory authorities, including the Securities and Exchange Commission, as well as in our other public communications.
Employees are personally accountable for the proper use of any form of Company funds such as credit cards, tickets, cash and checks. Those who authorize the use of funds must ensure that the Company has received proper value in return. Roundy's may be obligated to notify appropriate civil authorities should funds be used for any improper or illegal purpose and will take appropriate disciplinary action in any event.
- AVOIDING CONFLICTS OF INTEREST
The best interests of Roundy's are expected to be foremost in the minds of our employees as they perform their duties. When we become employees of the Company, and receive pay and benefits, we make this commitment. Business decisions and actions must be based on the best interests of Roundy's and must not be motivated by personal considerations or relationships.
Relationships with prospective or existing suppliers, contractors, customers, competitors or regulators must not affect our independent and sound judgment to the detriment of Roundy's. We shall deal with them and all other persons doing business with our Company in a completely fair and objective manner without favor or preference based upon personal gain.
Below are some of the most common examples of situations that may cause conflict of interest. However, this list is not all-inclusive and employees are required to disclose to management any situation that may be a conflict of interest. When in doubt, disclose the situation to your manager.
Outside Employment
Roundy's employees may not work for or receive payments for services from any competitor, customer, distributor or supplier without approval of management. Any capacity outside of Roundy's must be strictly separated from Company responsibilities and should not harm job performance at Roundy's. Skills and knowledge gained at Roundy's should remain intact and beneficial to Roundy's, not used in such a way that could hurt Roundy's business.
Outside Director or Officer Positions
Approval by the Compliance Officer is required when an employee serves as a director or officer for an outside company, government agency, non-profit or community organization.
Family Members and Personal Relationships
We may not do business on behalf of our Company with members of our family or personal friends, unless the transaction is disclosed in writing to the Compliance Officer, and is subsequently approved in writing.
Investments and Loans
Roundy's employees cannot allow their investments to affect their better judgment to the detriment of Roundy's. This could happen in several ways, but conflict of interest issues are always at question when an employee has an investment in a competitor, supplier, distributor, contractor or customer. Roundy's employees may not have any direct or indirect interest in an enterprise doing business with or competing with Roundy's. Ownership of, or interest in, publicly traded securities that are not in excess of 1% of the total enterprise securities are not in violation. If there is any doubt about how an investment will be perceived, it should be disclosed to management.
We are also prohibited from directly or indirectly buying, or otherwise acquiring rights to any property or materials, when we know that Roundy's may be interested in pursuing such an opportunity and the information is not public.
We will not loan to nor borrow from individuals or concerns that do business with or compete with Roundy's, except transactions with banks and other financial institutions in accordance with normal business practices.
Gifts To or From Roundy's Employees
It is wrong to seek additional economic gain by virtue of being a Roundy's employee. Giving or receiving anything of enough value to influence sound business judgment is prohibited. The item of value does not always have to be physical-it could be a service, favor or something else of perceived value to the recipient.
We will only obtain business legally and ethically. Roundy's employees do not accept bribes, kickbacks or gratuities. Gifts of nominal value, less than $25, can be accepted, but must be disclosed to the Compliance Officer immediately for disposition. Premiums from suppliers should be handled in accordance with Roundy's Premium Acceptance, Recording and Disposal policy. We will not accept anything that would compromise our judgment to the detriment of Roundy's.
Reasonable gifts of nominal value, less than $25, can be accepted by employees for birthdays, employment anniversaries, retirement or traditional holidays and are acceptable practice, not in violation of the Code. Suppliers and other outside entities should be discouraged from giving of even nominal gifts to the Company or its employees.
Some business situations may require the giving of gifts. Such gifts must be legal, reasonable and approved by management. Roundy's employees never pay bribes.
Entertainment
We may accept entertainment, which includes representatives of both parties, that is reasonable in the advancement of Roundy's interests. An example is accompanying a business associate to a sporting or cultural event, or business meal; this would be acceptable in most cases as long as it is infrequent. Proper business judgment should be exercised when deciding to accept an invitation. All invitations accepted must be disclosed to the Compliance Officer monthly.
It could also be appropriate for Roundy's to provide the same value-to-business interest opportunities for our suppliers, contractors, distributors, and customers. If you have a concern about whether providing entertainment is appropriate, discuss it with the Compliance Officer.
- PROTECTING COMPANY CONFIDENTIAL INFORMATION
Protecting information about Roundy's products, activities, performance or plans is of utmost importance in maintaining our competitive advantage and good reputation. We will protect and keep safe all proprietary information by marking it accordingly, keeping it secured and prohibiting access to it with the exception of those who have a need to know in order to do their jobs. Should there be any question as to whether certain information is confidential, employees should consult their manager.
Confidential information includes any information that is not generally known to the public and is helpful to Roundy's, or would be helpful to any third party. It is written or unwritten information, proprietary to Roundy's, its subsidiaries and affiliates including but not limited to documents, contracts, memoranda, methods, processes, techniques, practices, computer software, equipment, research data, marketing and sales information, personnel data, customer lists, financial data, plans and all other know-how and trade secrets which are in the possession of our Company and which have not been published or disclosed to the general public.
The Company has a legal obligation to disclose certain information to the public consistent with contractual, legal and regulatory requirements. Our Disclosure Policy, which is an addendum to this Code of Business Conduct has been adopted to ensure that we provide timely, consistent and accurate information to the public through approved communication channels and events, and that members of the investment community, including holders of the Company’s debt securities, have prompt and simultaneous access to disclosed information in a non-exclusionary fashion. Employees should carefully read and comply with the Disclosure Policy.
We shall promptly report to our manager any attempt by outsiders to obtain confidential information or any unauthorized use or disclosure of confidential information by others.
Confidential information also includes information that suppliers and customers have entrusted to us and should be safeguarded with the same diligence as Company-generated information.
We shall not accept information provided by a third party with the condition or understanding that it be kept confidential unless such information is subject to a written confidential disclosure agreement approved by Roundy's.
We shall not seek or accept confidential information of a competitor in an illegal or unethical manner, and if information is offered or given that is reasonably viewed as having been obtained through illegal or unethical means, the employee shall immediately report the matter to the Compliance Officer.
The obligation to preserve proprietary information continues even after employment ends. Roundy's requires non-disclosure of proprietary Company, supplier or customer information for a period of two years following termination, for any reason. Upon the severance of employment, all Company information, in any media format, must be returned to the Company.
If we have confidential information from our former employer, we are expected to abide by our obligation to keep such information confidential according to the terms of the agreement with the former employer, and Roundy's shall not require or expect us to use or disclose such information.
The use of confidential Company information for the personal gain of an employee or anyone else is contrary to Roundy's policies and, in many cases unlawful.
If it is necessary to work at home with confidential, proprietary Company information, in either written or electronic form, permission must be obtained from your manager.
- CONTRIBUTIONS: POLITICAL, GOVERNMENTAL AND NON-GOVERNMENTAL
Contributions of funds or services may be made to, or on behalf of, any political organization or candidate by Roundy's, or any of our subsidiary companies only in accordance with appropriate State and/or Federal laws.
Offering anything of value, directly or indirectly, to government officials in connection with their governmental duties is prohibited and includes gifts or other things of value offered to their family members. Direct or indirect contributions to any government officials (including their representatives or family members) that are intended to gain preferential treatment for any employee or our Company are always prohibited. We shall not directly or indirectly pay, give, offer or promise any form of bribe, gratuity or kickback to any United States national, state or local government official or employee. We will only obtain business legally and ethically.
Employees, however, are free to lawfully participate as private citizens in the electoral process outside their capacity with the Company.
- EQUAL OPPORTUNITY AND DIVERSITY
We value and respect the diversity of our employees, suppliers, customers and communities. We will treat each other with respect and fairness at all times, just as we wish to be treated ourselves. Roundy's is committed to providing equal opportunity in all of our employment and purchasing practices.
It is Roundy's policy to provide employment opportunities without regard to race, religion, color, national origin, sex, age, ancestry, citizenship, veteran status, marital status, sexual orientation or disability, or any other reason prohibited by law. Decisions as to hiring, promotion and other aspects of the employment relationship should be based solely upon job-related qualifications.
We are committed to providing a workplace free of harassment or any other behavior that diminishes a person's integrity and self esteem. We are encouraged to speak out when we are approached with behavior that makes us uncomfortable on the job, and to report harassment when it occurs. Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual and will not be tolerated.
Sexual harassment includes but is not limited to, unwelcome sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual nature in the work environment where:
- Submission to the conduct is made explicitly or implicitly a condition or term of employment;
- Acceptance or rejection of the sexual behavior affects an employment decision concerning the harassed person (e.g., pay, benefits, advancement opportunities or lack thereof); or
- The conduct or sexual behavior unreasonably interferes with a person's work performance or creates an intimidating, hostile or offensive work environment. Examples of improper conduct which constitute a hostile or offensive work environment may include:
- Verbal harassment: unwelcome offensive, lewd or sexually suggestive language, sexually oriented jokes, e-mails, advances, propositions, overt threats, conversations with sexual overtones, etc., whether written or spoken;
- Physical harassment: unwelcome body contact through touching; or
- Visual harassment: unwelcome exposure to sexually explicit gestures, pictures or objects that display people as sexual objects (e.g., calendars, posters, internet images, magazines, graffiti).
Other prohibited workplace harassment includes the following behaviors, if based on race, gender, religion, color, national origin, age, disability, veteran status, sexual orientation, marital status, ancestry, citizenship, or any other reason prohibited by law:
- Epithets, slurs, negative stereotyping or threatening, intimidating or hostile acts that relate to such status; or
- Written or graphic material that denigrates or shows hostility or aversion to an individual because of such status and that is placed on walls, bulletin boards, in electronic media or anywhere else in the work environment, or is circulated in the work environment.
- SAFETY AND HEALTH
The health and safety of all Roundy's employees is of utmost importance. We are all responsible for maintaining a safe workplace by following safety and health rules and practices. We shall comply with all applicable local, state and federal environment and health and safety laws. Our work processes and policies are designed to minimize risk. We all must routinely review and improve workplace conditions to ensure a safe and healthful workplace and report unsafe working conditions to our manager immediately.
In order to protect the safety of all employees, each of us must report to work free from the influence of any substance that could prevent us from conducting work activities safely.
Threats of all kinds, violent behavior and physical intimidation are prohibited.
- RESPECT FOR THE ENVIRONMENT
We respect the needs and concerns of the communities in which we live and work. Sound waste management, recycling and energy conservation are legal, ethical and business requirements.
- REPORTING DEFICIENCIES
Each of us has a right and responsibility to communicate concerns and ask questions about issues that are not clear to us. Roundy’s has an open door policy that provides employees access to two-way, honest and respectful communications. Roundy’s is dedicated to fostering an environment that encourages employees to voice concerns, express doubts, discuss problems, ask questions, make observations and offer suggestions about workplace issues. Each employee should feel comfortable approaching his or her manager, any other manager, any human resources representative, corporate leadership or any other Company resource.
Roundy's is committed to providing quality products and services that meet or exceed the expectations of our customers. Actions that put the financial security of our Company at risk or, more importantly, threaten the physical well-being of any person, should be reported immediately to management. Deficiencies may involve product quality, safety, design, or processes relative to installation or maintenance of equipment.
- PROTECTING ROUNDY'S ASSETS
Roundy's trusts its employees with information about Company activities and with Company property. We have the responsibility to protect these assets entrusted to us from loss, damage, misuse or theft. Roundy's assets, such as funds, products or computers, may only be used for business purposes and other purposes approved by management, and may not be used for personal purposes. Roundy's assets may never be used for illegal or illicit purposes.
- FAIR COMPETITION
Planning or acting together with any competitor to fix prices or develop agreements about the means of competition in any market is against Company policy and in violation of antitrust laws. Antitrust laws may also in some circumstances prohibit agreements to boycott, to allocate products, territories, or markets and to limit the distribution or sale of products.
We will not discriminate in the price of goods of similar quality and grade between customers when such discrimination might adversely affect competition, unless such differential pricing is based on proper legal and business practices. We will not deceive suppliers to obtain less than fair market pricing for their products.
We must never use any illegal or unethical means to gather competitive data. Stealing proprietary information, possessing trade secrets received without the owner's permission or inducing such disclosures by past or present employees of other companies is prohibited.
We shall not exchange, discuss or benchmark with any competitor information relating to Company prices or pricing policies, distribution policies, supplier or customer selection, or classifications, credit policies or any other similar competitive information, nor will we participate in any formal or informal trade association or other meetings with competitors at which this same type of competitive information is being exchanged or discussed.
If you believe you have received confidential information about another business by mistake, or have any questions on how to legally gather information, please consult the Compliance Officer.
- PROPER USE OF ELECTRONIC DATA
Electronic commerce, electronic mail and other internet-related systems are intended to be used for Company business. Additionally, all information on Company computer systems, including electronic mail, is the property of Roundy's. Therefore, to ensure that computing resources are used in accordance with policy, the Company may monitor our use of its electronic media at any time and may inspect and disclose the contents of electronic messages if such inspection and disclosure is made for legitimate business purposes or as necessary to protect the rights and property of Roundy's.
Additionally, employees may not store Company records or data on their personal or home computers. Proprietary information can be best secured on Company computer systems and is considered at risk on an employee's personal computer. If you find it necessary to work at home with confidential, proprietary Company information, either in written or electronic form, you must be granted permission by your manager to do so.
The Company is careful to ensure that all employees, customers, suppliers and the public in general are treated with dignity and respect. We shall not use our Company's electronic media for any purposes which violate federal, state or local laws, or Company standards including the transmission of threatening, obscene or harassing materials. Employees who use the internet to access sites that contain offensive materials related to sex, race or other protected categories, or who otherwise violate these prohibitions, will be subject to discharge.
- HOW WE IMPLEMENT THE CODE
The Compliance Officer is responsible for the oversight and implementation of the elements of our Company's compliance program, including the Code. The Compliance Officer makes periodic reports on compliance matters to the Chief Executive Officer and the Board of Directors.
Questions Regarding the Code
Each employee of Roundy's is expected to carry out his or her work in accordance with the Code. The Code of Business Conduct is not all-encompassing, and conduct and ethics situations may occur that are not covered in the Code. When in doubt, please consult with your manager or the Compliance Officer, or call Roundy's ReportLine at 1-800-880-9016, which can be contacted anonymously.
Reporting Violations
Employees are expected to report violations of the code to anyone of the following: their managers, the Human Resources Department or the Compliance Officer. Any employee who suspects that a violation of the Code of Business Conduct has occurred is obligated to report it immediately. All employees shall be protected from retaliation for such reporting of actual or possible violations of the Code.
Anyone who receives such a report of a violation must advise the Compliance Officer immediately. Written reports to the Compliance Officer should be addressed to Roundy's, Inc., MS 2040, P.O. Box 473, Milwaukee, WI 53201-0473, and marked "CONFIDENTIAL-TO BE OPENED BY COMPLIANCE OFFICER ONLY." Telephone calls can also be placed to Roundy's ReportLine at 1-800-880-9016.
Investigating Violations
All reported violations of the Code will be promptly reviewed and investigated, as appropriate by the Compliance Officer or an appropriate designee and will be treated confidentially to the extent possible and consistent with the Company's legal obligations. We are expected to cooperate in the investigation of an alleged violation of the Code. If the result of the investigation indicates that corrective action is required, our Company will decide what steps it should take including, when appropriate, legal proceedings, to rectify the problem and avoid the likelihood of its recurrence.
Discipline for Violations
Disciplinary actions shall be taken as appropriate for:
- Authorization or participation in actions that violate the Code.
- Failure to report a violation of the Code.
- Refusal to cooperate in the investigation of a violation of the Code.
- Failure by a violator's supervisor(s) to detect and report a violation of the Code, if such failure reflects inadequate supervision or lack of oversight.
- Retaliation against an individual for reporting a violation of the Code.
Disciplinary action shall, when appropriate, include dismissal. With respect to disciplinary action, principles of fairness, proportionality, and consistency will apply. All disciplinary actions shall be appropriately documented.
Personal Accountability
This Code of Business Conduct supersedes all previously issued Codes of Business Conduct. Employees should also be aware that these standards are greater than those that may be required by local law. Adherence to these standards is a condition of employment with Roundy's. Violations are serious matters and could result in disciplinary action. Managers are responsible for distributing copies of the Code of Business Conduct to employees and for making them aware of the importance and specific requirements of the policy.
- ROUNDY'S CODE OF BUSINESS CONDUCT VERIFICATION AND DISCLOSURE STATEMENT
Roundy's requires that employees working at Roundy's sign a periodic acknowledgement confirming that he or she has received and read the Code and the Disclosure Policy, understands the expectations and is complying with them. Additionally, employees are asked to disclose potential conflicts of interest at the same time.
Further contractors and agents working for/or with Roundy's for an extended period are required to read, sign and comply with this code.
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