Governance Policies & Documents

Governance Policies


Calavo Growers, Inc., its board of directors and senior management are committed to a policy of conducting business operations and acting in the interests of our shareholders at the highest ethical plane. As such, the company adheres closely to Regulation FD (Fair Disclosure), provisions of the Sarbanes-Oxley Act of 2002 as enacted by the U.S. Securities and Exchange Commission and the Private Securities Litigation Reform Act of 1995.

The latter provides a statutory safe harbor for forward-looking written and oral statements. The company provides forward-looking statements in compliance with legal and regulatory requirements in an effort to enhance transparency of Calavo's operating performance, as well as indication of the board of directors' commitment to good governance. Such forward-looking statements are issued with the intent of reducing volatility, increasing liquidity and enabling the investment community to better evaluate the company and its prospects. The company disseminates such forward-looking statements principally through press releases, SEC filings and other public meetings and disclosures. The company identifies important factors that could cause actual results to differ materially from those projected in the forward-looking statements and endeavors to update statements that change materially to the extent possible.

In the event of inadvertent disclosure, the company will broadly disseminate the information in question through news release and, if necessary, appropriate SEC filing.

Quiet Period

It is the policy of Calavo Growers Inc. to observe a "Quiet Period" or "Black Out Period" commencing 10 business days prior to the end of each quarter and remaining in effect until two days following the customary quarterly earnings announcement. During this period, neither the company nor its designated representatives will comment in any way on the status of the current quarter's operations, expected results or make any reference to its own guidance earning estimates, to the extent that they might exist. By restricting contact during the sensitive periods, the company limits the prospect of inadvertent disclosure.

No Comfort Opinion

Calavo Growers Inc. does not, under any circumstances, provide comfort opinions or otherwise comment on the probability of meeting, exceeding or falling short of earnings estimates put forth either individually or by the investment community on a consensus basis.

Other Practices and Policies

Calavo Grower's standing policy is not to comment on earnings estimates, stock price movements or fluctuations in trading volumes. In the event of an exception to the preceding, the means of communication will come only in the form of a press release disseminated by the company. The company does not comment on rumors or speculative inquiries.

Other than designated authorized company spokespersons, Calavo expressly prohibits individual employees from communicating directly with investors, analysts, brokers or financial media. The following individuals are authorized spokespersons: chief executive officer, chief financial officer, corporate controller and the company's authorized investor and corporate public relations firm. From time to time, others from within Calavo may be designated by authorized spokespersons to respond to inquiries, as necessary or appropriate. Consequently, investors should not rely on information or statements received from individuals other than the authorized spokespersons or their expressed designees.

Ethics & Conduct

Calavo Growers, Inc. intends to conduct its business honestly and ethically wherever we operate in the world. We will constantly improve the quality of our services, products and operations and will maintain a reputation for honesty, fairness, respect, responsibility, integrity, trust and sound business judgment. No illegal or unethical conduct on the part of our directors, officers or employees or their affiliates is in the company's best interest. Calavo will not compromise its principles for short-term advantage. The honest and ethical performance of this company is the sum of the ethics of the men and women who work here. Thus, we are all expected to adhere to high standards of personal integrity.

This Code of Business Conduct and Ethics (the "Code") 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 directors, officers and employees of Calavo. All of our directors, officers and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. This Code should also be provided to and followed by Calavo's agents and representatives, including consultants.