Nautilus 2003 Annual Report Download - page 89

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• maintain and participate in a system of internal accounting controls that will provide reasonable assurances to management that all
transactions are properly recorded;
•
maintain books and records that accurately and fairly reflect the Company
’
s transactions;
•
prohibit the establishment of any undisclosed or unrecorded funds or assets; and
• maintain and participate in a system of internal controls that will provide reasonable assurances to management that material
information about the Company is made known to management, particularly during the periods in which the Company’s periodic
reports are being prepared.
10.
Reporting and Effect of Violations
Employees are encouraged to report, in person or in writing, any known or suspected violations of laws, governmental regulations or this
Code to their supervisor, manager or other appropriate personnel. Any violation or suspected violation involving an officer or director
shall be reported to the Chair of the Company’s Audit Committee. Employees may also report suspected violations through the
anonymous Employee Hotline described in the Company’s Employee Handbook. The Company will not allow any retaliation against an
officer or employee who acts in good faith in reporting any such violation.
The Company’s senior management or Audit Committee will investigate any reported violations and will oversee an appropriate
response, including corrective action and preventative measures. Employees and officers who violate any laws, governmental regulations
or this Code will face appropriate, case specific disciplinary action, which may include demotion or discharge.
11.
Waivers
The provisions of this Code may be waived for officers and directors only by a resolution of the Company’s Board of Directors. Any
change in or waiver of this Code may be subject to public disclosure as required by applicable laws and regulations and the listing
standards of the New York Stock Exchange.
EXHIBIT 21
Code of Business Conduct and Ethics
5
SUBSIDIARIES OF THE NAUTILUS GROUP, INC.
Nautilus Direct, Inc., a Washington corporation
Nautilus Human Performance Systems, Inc., a Virginia corporation
Nautilus, Inc., a Washington corporation
The Nautilus Group Sales Corporation, a Washington corporation
DFI Properties, LLC, a Virginia limited liability company
BFI Advertising, Inc., a Washington corporation
DFI Leaseco, LLC, a Washington limited liability company
Nautilus/Schwinn Fitness Group, Inc., a Colorado corporation
DF Hebb Industries, Inc., a Texas corporation
StairMaster Health & Fitness Products, Inc., a Washington corporation
The Nautilus Health & Fitness Group International Holdings, S.A., a Swiss corporation
The Nautilus Health & Fitness Group International, S.A., a Swiss corporation
The Nautilus Health & Fitness Group Switzerland, S.A., a Swiss corporation
The Nautilus Health & Fitness Group Germany GmbH, a German corporation
The Nautilus Health & Fitness Group UK Ltd., a United Kingdom corporation
The Nautilus Health & Fitness Group Italy S.r.l., an Italian corporation
EXHIBIT 23
INDEPENDENT AUDITORS’ CONSENT
We consent to the incorporation by reference in Registration Statement Nos. 333-79643 and 333-46936 of The Nautilus Group, Inc. on Form
S-8 of our report dated March 11, 2004 appearing in this Annual Report on Form 10-K of The Nautilus Group, Inc. for the year ended
December 31, 2003.
DELOITTE & TOUCHE LLP
Portland, Oregon
March 11, 2004
EXHIBIT 24.1
POWER OF ATTORNEY
PETER A. ALLEN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Peter A. Allen, hereby constitutes and appoints Greggory C.
Hammann or Rod W. Rice, severally and not jointly, his true and lawful attorney-in-fact and agent, for him and his name, place and stead, in
any and all capacities, to sign the Form 10-K of The Nautilus Group, Inc., a Washington corporation, for the fiscal year ended December 31,
2003, and any amendments or supplements thereto, and to file this Power of Attorney and the Form 10-K, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto said