Code of Professional Conduct for Corporate Officers
Our Commitment: Integrity in All Our Interactions
Compliance with the Standards of Business Conduct
The Ennis Standards of Business Conduct is a general guide to the company’s standards of business practices and regulatory compliance. Its requirements apply to Ennis, Inc., to all subsidiaries, or affiliates in which Ennis directly or indirectly owns more than 50 percent of the voting control (“Controlled Affiliates”), and to all directors, officers, and employees of each. All references to “Ennis” include Ennis and all Controlled Affiliates unless otherwise specified. All references to “employees” include directors, officers, and employees of Ennis and its subsidiaries or affiliates.
Failure to read and/or acknowledge the Standards of Business Conduct (“Standards”) does not exempt an employee from his/her responsibility to comply with the Standards of Business Conduct, applicable laws, regulations, and all Ennis policies and guidelines that are related to his/her job. An annual written affirmation from key employees in positions of authority (as determined by the CEO and CFO) that the Standards have been complied with by the officer/employee is required. Failure to comply with this written affirmation will result in termination of employment. Key officers/employees of newly acquired companies will be asked if there are any current and ongoing circumstances that would not have been within the Ennis standards of business conduct although no action will result from such disclosures. However, the Company reserves the right to be aware of such exceptions and failure to disclose may also result in termination of employment. When you have knowledge of violations or potential violations of the Code of Professional Conduct Policy you are required to immediately report this knowledge to management in the case of employees, and the Audit Committee of the Board of Directors of Ennis in cases involving management or the Board.
The Address for the Audit Committee is:
P.O. Box 346
Midlothian, Texas 76065-0346
Ennis is an international company, and our business operations are subject to the laws of many different states and countries. Ennis employees doing business internationally must comply with all applicable laws and regulations and uphold the Standards of Business Conduct at all times. Cultural differences or local laws and customs may require a different interpretation of our Standards. If this situation arises, always consult your manager or an executive officer of Ennis.
The Standards are not intended to and do not create an employment contract, and do not create any contractual rights between Ennis and its employees or create any express or implied promise for specific treatment in specific situations. Your employment relationship with Ennis can be terminated at any time for any reason with or without cause unless otherwise required by local laws in other states or a written contract signed by an executive officer of Ennis, Inc. No exceptions can be authorized to the Standards except through action of the Board of Directors of Ennis, Inc.
Our Commitment: Integrity in All Our Interactions
Each day we interact with a variety of individuals and groups—including our customers, partners, competitors, co-workers, shareholders, vendors, government and regulatory agencies, and the communities in which we operate. We are committed to interacting with all of these audiences in a respectful, ethical manner and in full compliance with all regulatory requirements.
Ennis’ Standards of Business Conduct
We manage our business in full compliance with all laws and regulatory requirements.
Regulatory Compliance: We are aware of and strictly obey the laws and regulations that govern the management of our business. We are responsible for understanding these laws and regulations as they apply to our jobs and for preventing, detecting, and reporting instances of non-compliance to a member of Ennis Executive Management, Corporate Human Resources, and/or the Chairman of the Audit Committee. There are no circumstances at Ennis that would allow us to disregard any law or regulatory requirement in the conduct of our business, and no such activity will be tolerated.
Lobbying: We recognize our right and responsibility to lobby on behalf of issues that affect our company and business operations. We conduct our lobbying activities in full compliance with the laws and regulations governing these activities.
Political Activities and Contributions: Ennis employees are encouraged to exercise their right to participate in political activities. Any decision to become involved is entirely personal and voluntary. Employees’ political activities are done on their own time and with their own resources. We do not represent ourselves as acting on behalf of and/or speaking for Ennis without permission from the Chief Executive Officer of Ennis, Inc.
Regulatory Investigations, Inspections, and Inquiries: We are direct, honest, and truthful in our discussions with regulatory agency representatives and government officials. During investigations, inspections, and inquiries we work with Ennis’ CEO and cooperate by responding to appropriate requests for information provided that the proper documentation or request for documentation has been provided by the regulatory agency.
National and International Business Activities: Ennis acknowledges and respects the diverse cultures, customs, and business practices it encounters in the national and international marketplace. Ennis will comply with both the applicable U.S. laws and regulations and foreign laws and regulations that govern its operations and local laws wherever it does business.
Anti-Boycott Requirements: Ennis complies with U.S. law that prohibits participation in international boycotts that are not sanctioned by the U.S. government.
Fair Competition and Antitrust: As a national and international business, we encounter laws and regulations designed to promote fair competition and encourage ethical and legal behavior among competitors. Antitrust laws and fair competition laws generally prohibit any activity that restrains free trade and limits competition. We conduct our business in full compliance with these laws.
Bribery; Payments to Governmental Personnel: Employees may not bribe anyone for any reason, whether in dealings with governments or the private sector. The U.S. Foreign Corrupt Practices Act and similar laws in other countries prohibit offering or giving anything of value, directly or indirectly, to government officials in order to obtain or retain business. Employees may not make illegal payments to government officials themselves or through a third party. Employees who are conducting business with the government officials of any country must contact Executive Management for guidance from the Company’s legal counsel on the law governing payments and gifts to government officials.
We build and maintain the trust and respect of our customers, consumers, partners, and shareholders.
Responsible Leadership: We manage our business responsibly in order to maintain the confidence, respect, and trust of our customers, consumers, partners, shareholders, and other audiences. We are committed to acting with integrity, investing in new product development, being responsive and accountable to our customers and partners, and remaining a leader in our field. We understand the responsibility that comes with being a national leader in our given industries and accept our unique role in both these industries and the American business community.
Product and Service Quality: Ennis’ products and solutions are developed and managed to meet the expectations of our customers, consumers, and partners for high quality and exceptional service. We continually seek new ways to improve our products, service, and responsiveness.
Communication: We establish and maintain clear, honest, and open communications; listen carefully; and build our relationships on trust, respect, and mutual understanding. We are accountable and responsive to the needs of our customers, consumers, and partners and take our commitments to them seriously. Our advertising, sales, and promotional literature seeks to be truthful, accurate, and free from false claims. We provide our shareholders with timely and appropriate information subject only to competitive and legal constraints.
Obtaining Competitive Information: Ennis has an obligation, and is entitled, to keep up with developments in our industry, including obtaining information about our competitors. We obtain information about our competitors through honest, ethical, and legal methods.
Fair Information Practices: Our business is built around providing products through information provided to us by our customers, and we treat that information with confidentiality and integrity. We are committed to creating a trustworthy environment for Internet users, and continually striving to protect their online privacy is at the core of this commitment. We have adopted privacy practices, developed technological solutions to empower individuals to help protect their online privacy, and continue to educate customers about how they can use these tools to manage their personally identifiable information while they use the Internet.
Vendors: Ennis vendors must adhere to the highest standards of ethical behavior and regulatory compliance and operate in the best interest of Ennis. Vendors are expected to provide high-quality services and products while maintaining flexibility and cost-effectiveness. All vendors can access and read the Ennis Code of Conduct on our website and, when appropriate, train their employees and representatives to ensure that they are aware of Ennis’ expectations regarding their behavior. Major or critical vendors (as determined by the Company) may be asked on a periodic basis to confirm in writing that they have read and understand the Ennis Code of Conduct and know of no circumstances that would be in violation thereof. We do not engage in any unethical or illegal conduct with any of our vendors. We do not allow our employees to accept incentives such as kickbacks or bribes in return for conducting business with them. Any such action from an employee, officer or director of an acquired company prior to such company being acquired by Ennis would no longer be tolerated. Any such action currently taking place by an employee, officer or director will result in immediate termination of their employment or membership to the Board.
We, the management and employees of Ennis, are responsible stewards in the use, protection, and management of Ennis’ assets and personally commit to the following standards of conduct in our employment with Ennis.
Financial Integrity: We honestly and accurately record and report all business information. We comply with all local, state, and federal laws regarding record completion and accuracy. We require that all financial transactions are executed in accordance with management’s authorization, and are recorded in a proper manner in order to maintain accountability for Ennis’ assets. Related party transactions with employees, officers or directors of Ennis or its subsidiaries, involving assets or liabilities of the Company must be reviewed and approved by the Board of Directors of Ennis. Our financial information reflects only actual transactions and is in compliance with Ennis and other applicable accounting practices.
Use and Protection of Assets: We wisely use and protect the assets of the company, including property (both physical and intellectual), supplies, consumables, and equipment. We use these assets exclusively for Ennis’ business purposes.
Fiscal Responsibility: Ennis employees exercise good stewardship over and spend Ennis’ funds in a fiscally responsible manner.
Use of Information Technology: Use of company-provided information technology and systems and access to its contents are authorized for legitimate Ennis business-related purposes. At all times, we should use good judgment and common sense; conduct ourselves ethically, lawfully, and professionally; and strictly follow all authorization protocols while accessing and using company-provided information technology and its contents. In using these company assets and systems, we do not create, access, store, print, solicit, or send any material that is intimidating, harassing, threatening, abusive, sexually explicit, or otherwise offensive or inappropriate, nor do we send any false, derogatory, or malicious communications.
Intellectual Property: We comply with the laws and regulations that govern the rights to and protection of our own and others’ copyrights, trademarks, patents, trade secrets, and other forms of intellectual property.
Creation, Retention, and Disposal of Records and Information Assets: We create, retain, and dispose of our business records and information assets, both written and electronic, as part of our normal course of business in full compliance with all Ennis policies and guidelines, and all regulatory and legal requirements.
Confidential and Proprietary Information: We respect our ethical and legal responsibilities to protect Ennis’ confidential and proprietary non-public information and communicate it only as necessary to conduct Ennis’ business. We do not use this information for our personal advantage or for non-Ennis business use, and will continue to maintain the confidentiality of this information even after Ennis no longer employs us.
Insider Information and Securities Trading: In the course of doing business for Ennis or in discussions with one of its customers, vendors, or partners, we may become aware of material non-public information about that organization. Information is considered “material” if it might be used by an investor to make a decision to trade in the public securities of the company. Individuals who have access to this type of information are called “insiders.” We only discuss this information on a limited, strict “need to know” basis internally, and do not share it with anyone outside Ennis. We do not buy or sell the public securities of a company, including our own, if we have such information, and we do not share (“tip”) this information with others. Because of the extremely sensitive nature of and severe penalties associated with “insider trading” and “tipping,” contact Ennis’ CFO before you buy or sell public securities in situations that could be of this nature.
Conflicts of Interest: Ennis employees are expected to act at all times in Ennis’ best interests and to exercise sound judgment unclouded by personal interests or divided loyalties. Both in the performance of our duties for Ennis and our outside activities, we seek to avoid the appearance of, as well as an actual, conflict of interest. Transactions between the Company and its employees, officers or directors must be reviewed and approved by the Board of Directors to avoid the appearance of a conflict of interest.
Gifts and Entertainment: Ennis policy and practice encourage the use of good judgment, discretion, and moderation when giving or accepting gifts or entertainment in business settings. Gift giving and entertainment practices may vary in different cultures; however, any gifts and entertainment given or received must be in compliance with law, must not violate the giver and/or receiver’s policies on the matter, and be consistent with local custom and practice. We do not solicit gifts, entertainment, or favors of any value on an individual basis from persons or firms with which Ennis actually or potentially does business. Nor do we act in a manner that would place any vendor or customer in a position where he/she may feel obligated to make a gift, provide entertainment, or provide personal favors to individual employees or officers in order to do business or continue to do business with Ennis.
Purchasing Decisions and Practices: In our purchasing decisions, negotiations, contract development, and contract administration we comply with the applicable laws and regulations that govern those relationships. We do not solicit personal favors, personal compensation, or personal gratuities, whether given to an employee, officer or director, or to other directed entities.
We, the management and employees of Ennis, promote a cooperative, and productive work environment.
Openness, Honesty, and Respect: In our relationships with each other, we strive to be open, honest, and respectful in sharing our ideas and thoughts, and in receiving input.
Equal Employment Opportunity: Ennis promotes a cooperative and productive work environment by supporting the cultural and ethnic diversity of its workforce and is committed to providing equal employment opportunity to all qualified employees and applicants. We do not unlawfully discriminate on the basis of race, color, sex, sexual orientation, religion, national origin, marital status, age, disability, or veteran status in any personnel practice, including recruitment, hiring, training, promotion, and discipline. We take allegations of harassment and unlawful discrimination seriously and address all such concerns that are raised regarding this policy.
Safety and Health: A safe and clean work environment is important to the well being of all Ennis employees. Ennis complies with applicable safety and health regulations and appropriate practices.
We, the management and employees of Ennis, are responsible, caring members of the American community.
Citizenship and Community Service: We have a strong commitment to the improvement of society as well as the communities we serve and in which we operate. We encourage the support of charitable, civic, educational, and cultural causes by our employees. Our contributions could include volunteering employee and management time, and/or other forms of assistance.
Respect for the Environment: Ennis respects the environment and protects our natural resources. We comply with all laws and regulations regarding the use and preservation of our land, air, and water.
Last reviewed by the Audit Committee June 16, 2023.