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FOR INVESTORS

INVESTORS

Granite City Food & Brewery commenced operations in St. Cloud, Minn., in June 1999 and has grown to include 30 restaurants in 13 states.

 

FOR INVESTORS

Granite City has won awards nationwide for Best Restaurant, Best Brunch, Best Patio, Best Beer, Best Martini, Best Burger, and more, including the prestigious Nation’s Restaurant News Hot Concept Winner. Granite City is passionate about creating fresh menu items from scratch and uses its patented brewing process to deliver the best brews.

Granite City Food & Brewery is a polished casual American restaurant featuring fresh, high-quality menu items prepared from made-from-scratch recipes. Signature dishes include Grilled Chicken and Asparagus Linguini, Barramundi Buerre Blanc and a host of other innovative menu items, as well as burgers, flatbreads, salads and steaks.

Granite City Food & Brewery’s signature brews, which are made on-site, include The Duke (Pale Ale), The Bennie (Bock), The Batch (Double IPA), The Northern (American Style Light Lager) and The Stout. Seasonal brews are featured throughout the year.

The handcrafted beers –also available in growlers – are moderately priced and offer unique styles and flavors not typically produced by major breweries. The patented brewing process, known as Fermentus Interruptus™, makes replicating the same great taste simple and efficient throughout all Granite City Food and Brewery restaurants.

FINANCIALS

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Granite City Food & Brewery Investor Information

CODE OF CONDUCT

CODE OF CONDUCT

Granite City Food & Brewery Investor Information

 

Code of Business Conduct and Ethics

Granite City Food & Brewery’s goal is to consistently exceed guests’ expectations in product, service and overall dining experience. Every employee is an important and valued member of the Company’s team. Through leadership, trust, loyalty, teamwork and commitment, it is the Company’s intent to provide a fulfilling work environment for its employees. Each employee is expected to obey all laws, and through his/her actions, be worthy of public confidence as an individual, as a member of the community and as a representative of the Company. Granite City Food & Brewery’s policy is to operate within the letter and spirit of all applicable laws and regulations. The Company expects each employee to reflect the Company’s policy, and exercise the highest levels of integrity, ethics, and objectivity in actions and relationships which may affect the Company, or where the employee represents or negotiates on behalf of the Company. Employees must not misuse the authority or influence of their positions in these relationships. When there is doubt as to whether an action is appropriate, or whether it will cause embarrassment to the Company or its reputation, it should be avoided. GRANITE CITY FOOD & BREWERY® CODE OF BUSINESS CONDUCT AND ETHICS The Company has prepared a Code of Business Conduct and Ethics (“Code”) for all employees and directors in order to deter wrongdoing and to promote:

  • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • full, fair, accurate, timely and understandable disclosure in public communications made by the Company;
  • compliance with applicable governmental laws, rules and regulations;
  • the prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and and accountability for adherence to the Code.

Any employee or director who violates this policy is subject to disciplinary action, including termination of employment. Individuals who know of violations must immediately report the violations to their appropriate supervisor or they are also subject to disciplinary action. Any individual who reports a violation or a potential violation may, to the extent legally possible, remain anonymous. There will be no retaliation against individuals who report violations. Anyone with a question about a potential violation of law or the interpretation of this policy should contact the Chief Executive Officer, the Chief Financial Officer (“Corporate Officer’s”) or a member of the Company’s Board of Directors.

Conflicts of Interest: A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, with the interest of the Company. A conflict of interest may arise if an individual takes actions or has interests that may make it difficult to perform the Company’s work objectively and effectively. Conflicts of interest may also arise if an individual, or member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Employees and directors must avoid any conflict of interest with the Company. Whenever an individual believes a situation involves, or may reasonably be expected to involve, a conflict of interest with the Company, he or she should promptly advise one of the Corporate Officers or a member of the Company’s Board of Directors. The Code does not attempt to describe every possible conflict of interest, but does specify policies related to two specific areas where conflicts of interest could occur.

  • Relationships with suppliers of all goods and services to the Company must be on an “arms length” basis, reflecting a willing buyer and willing seller. Where possible, competitive bidding should be used and supply decisions should be made on the basis of quality, price, availability and service. If the individual making the purchasing decision is a friend or relative of the supplier, or if the supplier is a former employee of the Company, he or she should disclose this information to the Corporate Officers before effecting the transaction. Additionally, neither employees, directors nor members of their immediate families may use a Company supplier for personal needs on other than an “arms length” basis.
  • Employees holding a management position and directors may not be employed by another food service company. However, it is not deemed a conflict of interest if a restaurant hourly employee holds a non-management position at another restaurant company.

Confidentiality: Employees and directors must not disclose any Company confidential or proprietary information or trade secrets to anyone, except as specifically authorized by management through Company policies, or when disclosure is required by law. Confidential information includes all non-public information.

Use of Company Assets: All employees and directors should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets should be used only for legitimate business purposes.

Compliance with Laws, Rules and Regulations: All employees and directors must comply at all times with all applicable laws, rules and regulations, including employment laws, antitrust laws, security laws and insider trading laws. It is the responsibility of each individual who has responsibility in areas affected by these laws to be sufficiently knowledgeable of the laws so as to avoid violations. No individual is ever authorized to violate these laws, and any question regarding the legal validity of an action should be directed to a Corporate Officer or a member of the Board of Directors. In addition to adhering to the Code, employees must comply with the regulations and policies set forth in the Company’s Support Manual which is provided to all employees.

Reporting of Illegal or Unethical Behavior: The Company encourages the reporting of any illegal or unethical behavior. Individuals should consult supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation. In addition, individuals should report violations of laws, rules, regulations or the Code to a Corporate Officer or a member of the Company’s Board of Directors. It is the Company’s policy not to allow retaliation for reports made in good faith. This policy must be regularly communicated to all officers, directors, restaurant managers, and other employees as appropriate. All employees and directors are also responsible for communicating this policy to outsiders with whom they work who transact business with the Company. This policy applies to all Company employees, including all officers and directors. Each individual is responsible for compliance with this policy by members of his or her immediate family and personal household, and persons who deal with outside parties are responsible for communicating this policy to them. A failure by any individual to comply with the laws or regulations governing the Company’s business, the Code or any other Company policy or requirement may result in disciplinary action, including termination of employment, and, if warranted, legal proceedings. As employees, the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO) are bound by the terms of this policy statement, but also are subject to additional policies set forth below.

Full, Fair, Accurate, Timely and Understandable Disclosure: It is the responsibility of the CEO and CFO to assure full, fair, accurate, timely and understandable public disclosures. It is the responsibility of the CEO and CFO to promptly bring to the attention of the Company’s Board any material information of which he or she may become aware that affects the public disclosures made by the Company or otherwise assist the Company in fulfilling its disclosure responsibilities. The CEO and CFO shall promptly bring to the attention of the Company’s Board of Directors any information he or she may have concerning significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data. Additionally, the CEO and CFO shall promptly bring to the attention of the Company’s Board of Directors any information he or she may have concerning and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

Violations: The CEO and CFO shall promptly bring to the attention of its corporate counsel and to the Company’s Board of Directors any information he or she may have concerning any violation of the Company’s Code, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls. Additionally, the CEO and CFO shall promptly bring to the attention of its corporate counsel and to the Company’s Board of Directors any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof.

Compliance: The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code by the Company’s CEO and CFO. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past. The Company will disclose the nature of any amendment to the Company’s Code that applies to its CEO, CFO or persons performing similar functions and the nature of any waiver, including an implicit waiver, from a provision of the Code granted by the Company to one of the specified officers, the name of the person to whom the Company granted the waiver and the date of the waiver. This disclosure will be posted to the Company’s web site.

WHISTLEBLOWER POLICY

WHISTLEBLOWER POLICY

Granite City Food & Brewery Investor Information

 

Granite City Food & Brewery Ltd. seeks to maintain procedures for: (A) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (B) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. Accordingly, the following procedures are hereby adopted:

  1. The Company’s Board of Directors shall receive and retain complaints received by the Company regarding auditing, internal accounting controls or auditing matters. Such complaints may be received in writing via hard copy or via email directly by the Board of Directors from a complaining person or, if received initially by an employee of the Company or a director of the Company, such complaints shall be transmitted to the Board of Directors. All such complaints shall be logged in by date and a file should be maintained by the Board of Directors containing each complaint, all documents and summaries relating to an investigation or inquiry concerning the complaint, together with the name of the complaining party, unless the complaint is by an employee requesting anonymous treatment.
  2. Any employee of the Company shall have the right to submit to the Board of Directors any concern regarding questionable accounting or auditing matters pertaining to the Company. Any such submission by an employee may be made in writing by a complaining employee, setting forth the nature of the concern regarding accounting or auditing matters and should provide the name, address and telephone number where the employee may be contacted to facilitate additional questions and provide the Board of Directors with an opportunity to follow-up on the employee’s submission; provided however, any employee may submit to the Board of Directors concerns regarding questionable accounting or auditing matters on an anonymous basis. All employee submissions to the Board of Directors shall be treated as confidential and shall be maintained in confidential files of the Board of Directors.
  3. The Board of Directors shall promptly review and assess all complaints or employee submissions pursuant to these procedures. Where a complaint alleges or provides evidence of improper accounting, internal accounting controls, or auditing matters, the Board of Directors shall promptly investigate such complaint or submission.
  4. The Board of Directors shall have the authority to confer with Company officers and employees, legal counsel and independent auditors and may engage independent counsel and other advisors as it determines necessary to carry out its duties. The Company shall provide appropriate funding for the Board of Directors, including payment of fees to independent advisors.
  5. The Company shall notify all employees of the Company regarding these procedures and shall communicate the following in writing to all employees:

EMPLOYEE COMPLAINTS REGARDING QUESTIONABLE ACCOUNTING OR AUDITING MATTERS Granite City Food & Brewery Ltd. has established a procedure by which confidential complaints involving the Company’s accounting, internal accounting controls or auditing matters may be submitted anonymously by employees to the Company’s Board of Directors. Complaints submitted through this confidential process that involves concerns by employees regarding questionable accounting or auditing matters should be presented in writing to the Company’s Board of Directors. Attached to this notice is a form which employees may use to submit concerns regarding questionable accounting or auditing matters. All such submissions by employees will be maintained in a confidential file and will be reviewed and addressed by the Company’s Board of Directors. It is the Company’s policy to comply with all applicable laws that protect employees against unlawful discrimination or retaliation as a result of their lawfully reporting information regarding, or their participation in investigations involving, corporate fraud or other violations by the Company or its agents of federal or state law. This policy prevents any employee from being subject to disciplinary or retaliatory action by the Company or any of its employees or agents as a result of (1) the employee disclosing or submitting information to a government or law enforcement agency, or the Company’s Board of Directors, where the employee has a reasonable belief that a violation or possible violation of federal or state law has occurred or is occurring, or (2) an employee providing information or assistance in an investigation or proceeding regarding any conduct that the Company reasonably believes involves a violation of federal or state law. EMPLOYEE SUBMISSION REGARDING QUESTIONABLE ACCOUNTING OR AUDITING MATTERS TO: Board of Directors Granite City Food & Brewery Ltd. c/o Eugene E. McGowan, McGowan Capital Group, 101 North Maine Avenue #325, Sioux Falls, SD 57104 gene@mcgowancapitalgroup.com

PRESS RELEASES

PRESS RELEASES

Granite City Food & Brewery is a brewery featuring fresh, from tank to tap beer with a high-quality menu items prepared from made-from-scratch recipes