Code of Conduct
- General Principles
- Conflict of Interest
- Related Party Transactions
- Insider Information & Securities Training
- Corporate Opportunities
- Confidential on Proprietary Information
- Proper Use & Protection of Company Assets
- Gifts and Entertainment
- Internal Accounting Controls & Business Records
- Internal Accounting & Financial Controls
- Public Company Reporting
- Business Records
- Equal Employment Opportunity, Discrimination & Harassment
- Health and Safety
- Competition, Fair Dealing & Antitrust
- Waivers of the Code
- Administrations of the Code
- Effective Date
This Code of Business Conduct and Ethics (the “Code”) applies to all directors and employees (hereinafter collectively referred to as “employees”) of Casey’s General Stores, Inc. and its subsidiaries (collectively referred to hereinafter as “the Company” or “Casey’s”).
The Code is intended to promote the following:
A. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
B. Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”) and other public communications made by the Company;
C. Compliance with applicable governmental laws, rules, and regulations;
D. The prompt internal reporting to an appropriate person or persons identified in this Code of violations thereof; and
E. Accountability for adherence to this Code.
1. General Principles
A. Compliance with the Law
Casey’s and its employees are required to comply, both in letter and in spirit, with all applicable local, state, and federal laws and regulations, including, without limitation, employment, discrimination, health, safety, antitrust, securities and environmental laws. Casey’s does not condone any act that violates the law, even when an employee may believe that such action may be in the Company’s best interest. No employee of the Company has authority to violate any law or to direct another employee or any other person to violate any law on its behalf.
B. Adherence to High Ethical Standards
Company policy requires employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Employees are required to endeavor to deal fairly, honestly, and with integrity with the Company’s customers, employees, shareholders, governmental agencies, vendors, and competitors. The purpose of this Code is to strengthen the Company’s ethical climate and to provide basic guidelines for situations in which ethical issues may arise. No employee should be misguided by any sense of loyalty to the Company or a desire for profitability that might cause him or her to violate these standards. Any employee who violates the Code will be acting outside the scope of his or her employment and will be subject to disciplinary action.
2. Conflicts of Interest
Employees are obligated to act in the best interest of Casey’s when they are in a position to be influenced by personal gain or benefit for themselves, a third party or both. A conflict of interest may occur when outside activities or personal interests interfere or appear to interfere with an employee’s ability to objectively perform his or her job or act in the best interest of Casey’s. All financial, business, and other activities, both inside and outside an employee’s job, must be lawful and free of conflicts or even the suggestion of a conflict with his or her responsibilities as a Casey’s employee. Conflicts of interest may not always be clear-cut. Employees are encouraged to consult with higher levels of management or Casey’s Corporate General Counsel should any questions arise in this regard.
Examples of potential conflicts of interest include, but are not limited to:
- Having a financial interest in a vendor, supplier, or competitor’s business.
- Working simultaneously for a competitor, vendor, or supplier.
- Serving as a board member or consultant on behalf of a competitor, vendor, or supplier.
- Supervising a relative and determining his or her promotions or pay.
- Hiring, retaining the services, or purchasing the products of a vendor or supplier managed by a family member, relative or close friend.
- Conducting personal business on Company time or using Company facilities and equipment therefore; and
- Receiving gifts or entertainment that are not reasonable and customary in nature.
Any employee who becomes aware of a conflict or potential conflict of interest is required to immediately bring it to the attention of a supervisor, manager, the Chief Operating Officer or Corporate General Counsel for investigation.
The Company has implemented restrictions with regard to Related Party Transactions, which are generally defined as transactions between the Company and any director or director nominee, executive officer, holder of more than five percent (5%) of the Company’s common stock, and the immediate families of the aforementioned individuals. Employees should consult the Company’s Related Party Transaction Policy or contact the Company’s Legal Department if they have questions regarding the applicability of such related party transaction restrictions.
4. Insider Information and Securities Trading
In the normal course of business, some employees may have access to information that would materially affect the value of the Company’s stock, options, or other securities. “Material inside information” is confidential corporate information that would influence a reasonable person’s decision to buy, sell or hold the Company’s stock, options or other securities. It includes not only information about earnings and possible dividend changes, but also things such as stock splits, new stock or bond offerings, significant acquisitions or divestitures, and major changes in management, corporate structure or policy. Employees may not trade on this information or disclose it to anyone else, including relatives, friends, co-workers or stockbrokers, until the information has been released publicly and the public has had time to react to it. To use non-public Company information for personal financial gain, or to “tip” others who might make an investment decision on the basis of this information, is not only unethical, but is also illegal. When in doubt, information obtained as a Casey’s employee should be presumed to be confidential and not authorized for public disclosure. Employees who have questions or concerns pertaining to the sale or purchase of a security under circumstances that might involve securities laws or the disclosure of material inside information should consult Casey’s Chief Financial Officer or Corporate General Counsel.
In addition, the Company has implemented trading restrictions to reduce the risk, or appearance, of insider trading. Employees should consult the Company’s Insider Trader Policy or contact the Company’s Legal Department if they have questions regarding the trading of Company securities or the applicability of such insider trading prohibitions.
5. Corporate Opportunities
Employees are prohibited from taking for themselves opportunities that are discovered through the use of Casey’s property, information or position without the consent of the Board of Directors. Employees may not use Casey’s property, information, or their positions for improper personal gain. Further, employees may not compete with the Company directly or indirectly. Employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Work products – materials, designs, information, files, ideas, concepts, products or services developed as part of an employee’s work assignments or responsibilities – belong solely and exclusively to Casey’s and must be protected accordingly.
6. Confidential or Proprietary Information
Confidential Casey’s information and trade secrets are important corporate assets that require the same protection as our physical assets. All employees, agents and representatives must be careful not to disclose such information to unauthorized persons, either within or outside of Casey’s, and must exercise care to protect the confidentiality of such information received from another party.
Confidential information refers to information that is not already in the public domain, which a company would normally expect to be non-public and that might affect the company’s competitive position. It includes information sometimes referred to as trade secrets. Confidential information and trade secrets may include, but are not limited to the following: business information, technical information, computer programs, product designs, cost, pricing or marketing strategies, non-public earnings reports and other financial reports, and information related to divestitures, mergers and acquisitions.
Employees are prohibited from disclosing Casey’s confidential information and/or trade secrets unless: (1) an appropriate officer of the Company or Corporate General Counsel authorizes the release or disclosure of such information in writing, or (2) required by law or regulation to do so. Additionally, the Company prohibits the use or disclosure of any third party confidential or trade secret information, including that which comes into Casey’s possession through legitimate channels from a competitor or vendor, unless so authorized in writing by the competitor, vendor or third party. The obligation to preserve confidential and proprietary information continues even after employment ends.
The Board of Directors has authorized only the Chief Executive Officer (“CEO”) and others expressly selected to disclose Company information or to speak on behalf of the Company. Such authorized individuals are required to present all such public communications, including all SEC filings, in a full, fair, accurate, timely and understandable manner.
7. Proper Use and Protection of Company Assets
It is the responsibility of each Casey’s employee to protect and preserve the Company’s resources. Company resources include such things as Company time, materials, supplies, equipment, documents, information, use of the Company logo and name, electronic mail and computer systems. Use of these assets for purposes other than the discharge of Company business is to be avoided. Any personal, community, or charitable use of these or other Company resources by an employee must be pre-approved by his or her manager or supervisor. However, under no circumstance should the Company’s assets and resources be used for personal financial gain.
8. Gifts and Entertainment
Casey’s desires to treat fairly and impartially all persons and companies with whom it has business relationships. The purpose of business gifts and entertainment in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with vendors, suppliers, customers or competitors. Giving or accepting gifts and entertainment can be construed as an attempt to unduly influence the business relationship. Thus, any such gifts or entertainment must have a clear business purpose. Gifts of nominal value may be accepted on an infrequent or occasional basis, such as during the holiday season, as a reasonable and customary business courtesy. Routine business-related entertainment or an activity that is reasonable and customary in nature, such as a business lunch or dinner, sports outing, cultural event or seminar is acceptable. Notwithstanding, a gift or entertainment should never be offered or accepted by any employee 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.
Employees are encouraged to consult the Employee Handbook or discuss with their supervisor any gifts, proposed gifts, or entertainment of which they are not certain are appropriate.
9. Internal Accounting Controls and Business Records
A. Internal Accounting and Financial Controls
Shareholders count on Casey’s to provide honest and accurate information and to make responsible business decisions based on reliable records. All financial books, records and accounts must accurately reflect transactions and events, and conform both to generally accepted accounting and financial principles and to Casey’s system of internal controls. Undisclosed or unrecorded funds, assets or liabilities are not allowed. It is never acceptable to make false claims on an expense report or time sheet, to falsify quality or safety results, to record false sales or record them early, to materially and knowingly understate or overstate known liabilities and assets, to maintain undisclosed or unrecorded funds or “off the book” assets, or to defer recording items that should be expensed. No entry may be made that intentionally hides or disguises the true nature of any transaction. Any employee or non-employee of the Company who has a complaint regarding alleged improper disclosure, accounting, internal accounting controls or auditing matters should submit a written complaint to the Chairperson of the Audit Committee pursuant to the procedures set forth in Section 14 herein.
In addition, employees with financial responsibilities are further subject to Casey’s Code of Ethics for the CEO and Senior Financial Officers, which is incorporated by reference herein.
B. Public Company Reporting
As a public company, it is of critical importance that the Company’s filings with the SEC and all other public communications be complete, fair, accurate, timely, and understandable. Depending on his or her position with the Company, an employee may be called upon to provide necessary information to assure that the Company’s public records are complete, fair, and understandable. The Company expects employees to take this responsibility very seriously and to provide prompt accurate answers to inquiries related to the Company’s public disclosure requirements.
C. Business Records
Almost all business records—including e-mail and computer records—may become subject to public disclosure in the course of litigation or governmental investigations. Records are also often obtained by outside parties or the media. Employees should therefore be clear, concise, truthful and accurate when recording any information. Employees should further avoid exaggeration, colorful language, guesswork, legal conclusions, and derogatory characterizations of people and their motives.
Documents should be retained or destroyed in accordance with Casey’s document retention policy. Contact the Legal Department if there is any doubt about the appropriateness of document retention or destruction, especially in the event of litigation or governmental investigation.
10. Equal Employment Opportunity, Discrimination and Harassment
Casey’s recognizes that its greatest strength lies in the talent and ability of its employees. Employees are expected to hold themselves accountable to the highest professional standards, with mutual respect being the basis of all professional relationships. Casey’s is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. For more information in this regard, please consult Casey’s Anti Harassment and Discrimination Policy and the EEO Policies as set forth in the Employee Handbook or contact Casey’s Human Resources Department. Quite simply, harassment and discrimination are unacceptable. Any employee who feels that he or she has been subjected to such conduct is required to immediately report the concerns to any supervisor or the Vice President of Human Resources for immediate investigation. Employees who are found to have violated the aforementioned policies will be subject to disciplinary action, up to and including termination.
11. Health and Safety
Casey’s is committed to providing a safe and healthy working environment. Employees are required to abide by all safety procedures and to take the necessary precautions to protect themselves and their co-workers. This includes reporting to work free from the influence of alcohol or any illegal or controlled substance (except medically prescribed drugs) that could prevent one from conducting work activities safely and effectively. For everyone’s safety, employees are required to immediately report accidents and unsafe practices or conditions to their immediate supervisor or Casey’s Risk Manager.
12. Competition, Fair Dealing and Antitrust
Casey’s is committed to conducting its business in an open, vigorous and competitive manner that is in strict compliance with all applicable Company policies, trade laws and regulation.
A. Competition and Fair Dealing
Although Casey’s strives to obtain a competitive advantage over its competitors, employees are not authorized to do so through illegal or unethical means. Employees are never authorized to obtain information about a competitor by stealing proprietary information, possessing trade secret information without the owner’s consent, or inducing such disclosures by past or present employees of other companies.
B. Compliance with Antitrust and Trade Laws
Antitrust and other trade laws and regulations (hereinafter “antitrust laws”) are intended to promote free and fair competition. A violation of such laws may result in serious criminal and civil sanctions for both corporations and individuals. Casey’s policy requires strict adherence to the antitrust laws. The antitrust laws are complicated and voluminous and cannot be covered here in detail. However, some examples of prohibited activities include, in part, agreements with competitors to fix prices, boycotts of customers or third parties, or other agreements to restrain or restrict competition. If you have any questions regarding compliance with the antitrust laws, you should contact Casey’s Corporate General Counsel immediately for guidance.
13. Waivers of the Code
Any waiver of this Code for employees may be made only by the Board or a Board committee and will be promptly disclosed as required by law or stock exchange regulation.
14. Administration of the Code
A. General Policy
All employees have a responsibility to understand and follow the Code. The Company strongly encourages dialogue among employees and their supervisors to make everyone aware of situations that give rise to ethical questions and to articulate acceptable ways of handling those situations. The Code reflects general principles to guide employees in making ethical decisions and cannot and is not intended to address every specific situation that may arise. As such, nothing in this Code prohibits or restricts the Company from taking any disciplinary action with regard to employee conduct not expressly addressed herein.
From time-to-time, employees will be required to review this Code and acknowledge in writing their understanding and required compliance thereof.
B. Reporting Complaints Regarding Disclosure, Accounting, Internal Accounting Controls or Auditing Matters
Any employee or non-employee of the Company who has a complaint regarding alleged improper disclosure, accounting, internal accounting controls or auditing matters may submit a written complaint to the Chairperson of the Audit Committee at the following address:
Casey’s General Stores Audit Committee
400 Locust, Suite 820
Des Moines, IA 50309
Attn: Diane Bridgewater, Chairperson
A copy of the complaint also should be sent to the Company’s Corporate General Counsel at the following address:
Casey’s General Stores, Inc.
P.O. Box 3001
One Convenience Blvd.
Ankeny, Iowa 50021-8045
Attn: Julie Jackowski,
Senior Vice President, Corporate General Counsel and Human Resources
A complaint by an employee of the Company may be submitted in a confidential and anonymous manner without revealing the employee’s identity. Each complaint must be submitted in writing to be considered, and must contain enough information and specificity to allow the Audit Committee to act on it. Complaints by non-employees must also provide a means (i.e., phone number, address, etc.) to permit the Audit Committee to follow up with the complainant if the Committee considers it necessary. Complaints by employees shall be treated confidentially to the extent possible, consistent with the need to conduct an adequate investigation. Employees are expected to cooperate in the investigation of reported violations.
The Audit Committee Chairperson is responsible for receiving and evaluating each complaint. Said Chairperson shall provide each member of the Audit Committee with copies of all complaints and accompanying documentation and shall keep the Committee apprised of the status of the complaint and the investigation of the same. Once the Audit Committee Chairperson receives a complaint, the Chairperson will initiate an investigation of such complaint after consultation with Corporate General Counsel and shall resolve all such complaints with her input. The Audit Committee Chairperson shall provide a summary of all complaints to the Board at each of their regularly scheduled meetings.
C. Reporting Other Violations of the Code
Unless the Code specifically directs otherwise, any employee or non-employee of the Company who has a complaint regarding any other violations of the Code may submit a written complaint to the Chief Operating Officer at the following address:
Casey’s General Stores, Inc.
P.O. Box 3001
One Convenience Blvd.
Attn: Terry W. Handley, Chief Operating Officer
Reports of Code violations will be investigated under the Chief Operating Officer’s supervision, as he finds appropriate. A complaint by an employee of the Company may be submitted in a confidential and anonymous manner without revealing the employee’s identity. Each complaint must be submitted in writing to be considered, and must contain enough information and specificity to allow the Chief Operating Officer to act on it. Complaints by non-employees must also provide a means (i.e., phone number, address, etc.) to permit the Chief Operating Officer to follow up with the complainant if he considers it necessary. Complaints by employees shall be treated confidentially to the extent possible, consistent with the need to conduct an adequate investigation. Employees are expected to cooperate in the investigation of reported violations.
The Chief Operating Officer shall routinely inform the Audit Committee Chairperson about the Company’s corporate compliance activities, of the occurrence of all significant events relating to the Code, and any complaints he receives related thereto. The Audit Committee Chairperson shall provide a summary thereof to the Board of Directors at their regularly scheduled meetings.
D. Alternate Reporting
If an employee or non-employee desires to make a complaint that alleges inappropriate conduct by the Audit Committee Chairman or the Chief Operating Officer, said individual should send the written complaint directly to the attention of Casey’s Corporate General Counsel at the address noted above. She will then assume the responsibility of reporting the complaint to the Board and overseeing an investigation, as she deems appropriate.
E. No Retaliation for Making Reports
Retaliation in any form against an employee who reports, in good faith, a suspected or known violation of this Code of Conduct or of law, or who assists in the investigation of a reported violation, is strictly prohibited. Any act of retaliation in this regard should be reported immediately, as set forth previously herein, and the perpetrator will be disciplined appropriately.
F. Disciplinary Action for Failure to Abide by the Code
Any employee who violates the Code of Conduct, Company policies or the law, or who knowingly permits a subordinate to do so, will be subject to disciplinary action, up to and including termination, civil prosecution, and claims for damages or losses.
G. Updates and Revisions to the Code
This Code of Conduct may be updated and revised periodically. All such updates and revisions shall be made pursuant to the approval of the Board of Directors and distributed promptly for employee review.
15. Effective Date
This Code was effective as of March 2, 2004 and last amended on July 29, 2013.