CODE OF BUSINESS CONDUCT AND ETHICS
As mandated by the Securities and Exchange Commission, this
Code of Business Conduct and Ethics (this “Code”) sets forth legal and ethical
standards of conduct for the directors and employees of Value Line, Inc. and
subsidiaries (the “Company”). This Code is intended to deter wrongdoing and to
promote the conduct of all Company business in accordance with high standards
of integrity and in compliance with all applicable laws and regulations. This
Code applies to the Company and each director and employee.
If you have any questions regarding this Code or its
application to you in any situation, you should contact the Chief Executive
Officer (the “CEO”).
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The Company requires that all employees and directors comply
with all laws, rules and regulations applicable to the Company wherever it does
business. You are expected to use good judgment and common sense in seeking to
comply with all applicable laws, rules and regulations and to ask for advice
when you are uncertain about them.
If you become aware of the violation of any law, rule or
regulation by the Company, whether by its employees, directors, or any third
party doing business on behalf of the Company, or if you become aware of any
violation of this Code, it is your responsibility to report the matter to the
CEO of the Company. While it is the Company’s desire to address matters
internally, nothing in this Code should discourage you from truthfully reporting
any illegal activity, including any violation of the securities laws, antitrust
laws, environmental laws or any federal, state or foreign law, rule or
regulation, to the appropriate regulatory authority. Employees and directors
shall not discharge, demote, suspend, threaten, harass or in any other manner
discriminate or retaliate against an employee because he or she reports any
such violation, unless it is determined that the report was made with knowledge
that it was false. Any employee or director who knowingly refers a false
allegation of a violation of the Code or of any applicable law, rule or
regulation or who deliberately abuses the procedures established for
investigating suspected violations of the Code shall be subject to disciplinary
action including termination and the institution of civil and criminal legal
proceedings against him or her. This Code should not be construed to prohibit
you from testifying, participating or otherwise assisting in any state or
federal administrative, judicial or legislative proceeding or Code of Business
Conduct and Ethics investigation. The Company requires you to immediately
inform the CEO if you are contacted by, or initiate contact with, any federal,
state, or other regulatory or investigatory agency.
Employees and directors must maintain the confidentiality of
confidential information entrusted to them by the Company, except when
disclosure is authorized by the CEO or legally mandated. Confidential
information includes but is not limited to lists of customers, personal
information about employees or subscribers, proprietary formulas, business
plans or financial information. Unauthorized disclosure of any confidential
information is prohibited. Additionally, employees should take appropriate
precautions to ensure that confidential or sensitive business information is
not communicated within the Company except to employees who have a need to know
such information to perform their responsibilities for the Company.
Third parties may ask you for information concerning the
Company. Employees and directors (other than the Company’s authorized
spokespersons) must not discuss internal Company matters with, or disseminate
internal Company information to, anyone outside the Company, except as authorized
in writing, in advance by the CEO. All responses to inquiries on behalf of the
Company must be approved by the CEO. If you receive any inquiries of this
nature, you must decline to comment and refer the inquirer to the CEO.
HONEST AND ETHICAL CONDUCT AND FAIR DEALING
Employees and directors should deal honestly, ethically and
fairly with the Company’s suppliers, customers, competitors and employees.
Statements regarding the Company’s products and services must not be untrue,
misleading, deceptive or fraudulent.
PROTECTION AND PROPER USE OF CORPORATE ASSETS; RELATED
Employees and directors should seek to protect the Company’s
assets. Theft, carelessness and waste have a direct impact on the Company’s
financial performance. All of us must use the Company’s assets and services
solely for the legitimate business purposes of the Company and not for any
personal benefit or the personal benefit of anyone else.
All of us must always act in the best interests of the
Company. You must refrain from engaging in any activity or having a personal
interest that presents a “conflict of interest.” A conflict of interest occurs
when your personal interest interferes with the interests of the Company. A
conflict of interest can arise whenever you, as a director or employee, take
action or have an interest that prevents you from performing your Company
duties and responsibilities honestly, objectively and effectively.
The Company recognizes that Related Person Transactions (as
defined below) can present potential or actual conflicts of interest and create
the appearance that Company decisions are based on considerations other than
the best interests of the Company, its shareholders or subscribers.
Nevertheless, the Company recognizes that there are situations where Related
Person Transactions may be or may not be inconsistent with, the best interests
of the Company and its shareholders or subscribers. Therefore, the Company has
adopted the procedures set forth in the accompanying Related Person Transactions
Policy. Please carefully read that policy beginning on page 56.
All of us are bound to advance the Company’s business
interests when the opportunity to do so arises. You must not take for yourself
business opportunities that are discovered through your position with the
Company or the use of property or information of the Company.
ACCURACY OF BOOKS AND RECORDS AND PUBLIC REPORTS
Employees and directors must honestly and accurately report
all Company business transactions. You are responsible for the accuracy of your
records and reports. Accurate information is essential to the Company’s ability
to meet legal and regulatory obligations.
All Company books, records and accounts shall be maintained
in accordance with all applicable regulations and standards and accurately
reflect the true nature of the transactions they record. The financial
statements of the Company shall conform to generally accepted accounting rules
and the Company’s accounting policies. No undisclosed or unrecorded account or
fund shall be established for any purpose. No false or misleading entries shall
be made in the Company’s books or records for any reason, and no disbursement
of corporate funds or other corporate property shall be made without adequate
It is the policy of the Company to provide full, fair,
accurate, timely and understandable disclosure in reports and documents filed
with, or submitted to regulatory agencies and in other public communications.
CONCERNS REGARDING ACCOUNTING OR AUDITING MATTERS
Anyone with concerns regarding questionable accounting or
auditing matters or complaints regarding accounting, internal accounting
controls or auditing matters may confidentially, and anonymously if he/she
wishes, communicate such concerns or complaints to the CEO. A record of all
complaints and concerns received will be provided to the Audit Committee of the
Board of Directors.
Disciplinary measures will be taken against:
• Any employee
or director who authorizes, directs, approves or participates in any violation
of the Code of Business Conduct and Ethics (“Code”) or of any applicable law,
rule or regulation;
employee or director who has deliberately failed to report a violation of the
Code or of any applicable law, rule or regulation to the CEO, who has concealed
any such violation or who has deliberately withheld or misstated relevant
information concerning such a violation;
employee or director who retaliates, directly or indirectly, or encourages
others to do so, against any other employee or director because of a report by
that person of a suspected violation of the Code or of any applicable law, rule
employee or director who knowingly refers a false allegation of a violation of
the Code or of any applicable law, rule or regulation or who deliberately
abuses the procedures established for investigating suspected violations of the
employee or director who refuses to return a signed certification of the Code
to Human Resources within one week after receipt.
In addition, persons who violate any applicable law, rule or
regulation may be subject to criminal and civil penalties and payment of civil
damages to the Company or third parties.
DISSEMINATION AND AMENDMENT
This Code shall be distributed to each employee and director
of the Company upon commencement of his or her employment or other relationship
with the Company. The Company reserves the right to amend, alter or terminate this
Code at any time for any or no reason.
I, ______________________________, do hereby certify that:
(print name above)
1. I have received and carefully read the Code of Business
Conduct and Ethics of Value Line, Inc.
2. I understand the Code of Business Conduct and Ethics
3. I have complied and will continue to comply with the
terms of the Code of Business Conduct and Ethics.
DATE: ______________ SIGNATURE: ____________________
EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED TO SIGN, DATE
AND RETURN THIS CERTIFICATION TO THE HUMAN RESOURCES DEPARTMENT WITHIN 10 DAYS
OF ISSUANCE. FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION.
VALUE LINE, INC. RELATED PARTY TRANSACTIONS POLICY
The Board of Directors has adopted the following policy with
regard to Related Party Transactions, as defined below.
Related Party Transactions, which are limited to those
described in this policy, shall be subject to the approval or ratification by
the Audit Committee of the Board of Directors in accordance with this Policy.
Our Code of Business Conduct and Ethics, which applies to
all employees and directors,
provides that all conflicts of interest should be avoided.
Pursuant to Item 404 of Regulation S-K of the Securities and Exchange
Commission (“SEC”), certain transactions between the issuer (the Company) and
certain related persons need to be disclosed in our filings with the SEC. SEC
rules require our Board to assess whether relationships or transactions exist
that may impair the independence of our outside directors. This Related Party
Transactions Policy is intended to provide guidance and direction on Related
A “Related Party Transaction” is any transaction directly or
indirectly involving any Related Party that would need to be disclosed under
Item 404(a) of Regulation S-K. Under Item 404 (a), the Company is required to
disclose any transaction occurring since the beginning of the Company’s last fiscal
year, or any currently proposed transaction, involving the Company where the
amount involved exceeds $120,000, and in which any Related Party had or will
have a direct or indirect material interest, other than transactions generally
available to all employees.
“Related Party” refers to any of the following:
director (which term when used herein includes any director nominee) or
executive officer of the Company,
• A person
known by the Company to be the beneficial owner of more than 5% of the Company’s
voting securities (a “5% stockholder”), or
• A person
known by the Company to be an immediate family member of any of the foregoing.
“Immediate family member” means a child, stepchild, parent, step-parent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law of a person, and any person (other than a
tenant or employee) sharing the household of such person.