Exhibit 14.1
[AMES TRUE TEMPER LOGO OMITTED]
CODE OF BUSINESS
CONDUCT AND ETHICS
TABLE OF CONTENTS
-----------------
Page
----
A Message from Ames True Temper's President & CEO 3
Introduction 4
Responsibilities 4
Reporting Violations 4
Policies 5
Conflicts of Interest 6
Antitrust Compliance 11
Crime Against the Company 17
Sensitive or Improper Payments 18
Equal Employment Opportunity Policy 21
Harassment Policy 22
Drug & Alcohol Policy 25
Code of Business Conduct and Ethics Acknowledgment 32
2
[AMES TRUE TEMPER LOGO OMITTED]
A MESSAGE FROM AMES TRUE TEMPER'S PRESIDENT AND CEO
---------------------------------------------------
To All Directors, Officers and Employees:
As we have moved into the world of public financial reporting this year with our
registration of public bonds, it is an appropriate time to reinforce our focus
on Ames True Temper's Code of Business Conduct and Ethics (the "Code").
Ames True Temper's good name and reputation for business integrity are the
results of its employees' dedication, as well as conducting business honestly
and fairly over the years. The manner in which we conduct ourselves as
individuals and as Ames True Temper associates will impact our future business
results and reputation.
This Code not only applies to our employees, officers and directors, but also
the companies with which Ames True Temper does business. You are expected to
read the policies as set forth in the Code on an annual basis. If you have
questions on this information, you should speak to your supervisor, upper
management or the Vice President of Human Resources.
We at Ames True Temper are focused on providing the most competitive products to
our customers and providing an ethical and non-discriminatory business
environment for our employees. Thank you for doing your part to ensure that Ames
True Temper continues to realize its full potential in both the business we do
and the way we do business. Adherence to this Code will help us achieve this
goal.
Sincerely,
/s/ Richard C. Dell
- -------------------
Richard C. Dell
President & CEO
465 RAILROAD AVENUE O CAMP HILL, PA 17011 O 1-800-393-1846 O FAX: 1-800-567-1904
O WWW.AMESTRUETEMPER.COM
3
INTRODUCTION
- ------------
The Code of Business Conduct and Ethics (the "Code") has been adopted by Ames
True Temper Inc. and CHATT Holdings LLC's Board of Directors to promoted Ames
True Temper's adherence to ethical standards of conduct and compliance with all
laws and regulations. This code cannot give an exact course of action or
establish a procedure to handle every situation, but it is intended to establish
a framework for making appropriate decisions on how to conduct ourselves in a
variety of situations.
This code applies to all CHATT Holdings LLC associates worldwide (when used in
this policy, "Ames" means CHATT Holdings LLC and all of its subsidiaries). The
word "associates" means all employees, officers and directors when they are
acting on behalf of Ames. Sales representatives, consultants and independent
contractors are also expected to observe the Code when conducting business with
or on behalf of Ames.
If an applicable law or regulation conflicts with this Code or imposes
obligations higher or broader than those set forth under the Code, you must
comply with the law or regulation. If a local custom or practice conflicts with
the Code, you must comply with the Code. If you are unsure about how to apply
the ordering of the rules described above, please contact the Vice President of
Human Resources at Ames True Temper.
RESPONSIBILITIES
- ----------------
Ames True Temper's Vice President Human Resources is responsible for the
implementation, administration and dissemination of the Code. Each manager is
responsible for assisting associates under his/her supervision in understanding
and complying with the Code. Each Ames associate is responsible for reading,
understanding and complying with the Code.
Any manager, supervisor, officer or director of Ames who receives a complaint
regarding, or a report alleging an existing or potential violation of the Code
has a responsibility to either ensure that such complaint or report is
investigated, and if necessary, remedied or promptly communicate such complaint
to a more senior person within Ames, up to and including Ames's Chief Executive
Officer and/or any member of the Audit Committee of the Ames Board of Directors.
Ames may require new associates or current associates to execute certification
of their receipt, understanding and compliance with the Code at any time.
REPORTING VIOLATIONS
- --------------------
Ames intends to prevent violations of the Code and to stop existing violations,
if any, as quickly as reasonably possible after discovery occurs. Therefore, any
Ames associate who becomes aware of any potential violation of the Code must
promptly notify Ames' Chief
4
Executive Officer, Chief Financial Officer or Chief Operating Officer
(collectively the "Senior Financial Officers"), the Vice President Human
Resources, or call the Ames toll free hotline at 1-800-393-1846, X3547. You
should also feel free to report any potential violation to Chris Cicconi
(717-561-5243) or Jody Shelby (717-399-1721), attorneys at the law firm of
Stevens & Lee. No associate should report any existing or potential violation of
the Code to any person who may be involved in the issue giving rise to the
existing or potential violation.
Anonymous reports will be investigated if sufficient information is provided. In
conducting an investigation, Ames will respect the privacy of all concerned,
however, complete confidentiality may not always be possible because of the need
to conduct an investigation and take appropriate steps. Ames, however, will not
tolerate any retaliation against an associate for reporting, in good faith,
existing or potential violations of this Code. Any person who participates in
retaliatory conduct is subject to disciplinary action up to and including
termination of employment without notice (subject to applicable laws and
regulations and any employment agreement which governs your employment).
Knowingly or recklessly providing false information to Ames may result in
disciplinary action, including termination without notice (subject to applicable
laws and regulations and any employment agreement which governs your
employment).
POLICIES
- --------
The following corporate policies are incorporated into the Code:
1) Conflicts of Interest
2) Antitrust Compliance
3) Crime Against the Company
4) Sensitive or Improper Payments
5) Equal Employment Opportunity Policy
6) Harassment Policy
7) Drug & Alcohol Policy
5
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT010
POLICY TYPE: GENERAL
ISSUE DATE: 11/25/03
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT: CONFLICTS OF INTEREST
I. POLICY
The employees of Ames True Temper (the "Corporation") are required to
adhere to strict standards of business ethics to avoid relationships,
activities, or ownerships, which might create, or appear to create, a
conflict between the employee's personal interests and the interests of the
Corporation in any business dealings.
II. DISCUSSION
The Corporation is a privately owned company. Each employee, and
particularly each salaried employee of the Corporation, has an obligation
to the shareholders of the Corporation.
It is not practical to list all activities, relationships or interests
which may create a conflict of interest. Those listed in this policy are
examples and are not intended to be all inclusive.
Some of the conflicts of interest described are not only against the
Corporation policy, but are illegal.
Definitions: Family includes the employee's spouse, as well as all
children, parents, in-laws and other dependents.
III. POLICY PROVISIONS
A. An employee shall not seek or accept, for self or family (directly or
indirectly), from any individual, organization or business entity
doing (or seeking to do) business with the Corporation or competing
with the Corporation:
1. Payment of any kind
2. Services
3. Loans (except from banks)
4. Travel
5. Entertainment*
6. Vacations
7. Gifts (except advertising gifts with a value less than $25)
6
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT010
POLICY TYPE: GENERAL
ISSUE DATE: 11/25/03
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT: CONFLICTS OF INTEREST
8. Products at reduced cost
An employee shall report, in writing, to his or her supervisor or
to the Ames True Temper Company COO within 72 hours all offers of
the above type, even when refused.
*An occasional business luncheon is not considered entertainment.
Occasional modest entertainment at dinner and/or for a sporting
or a cultural event is permitted provided it is reported by the
employee to his or her supervisor within 72 hours.
B. An employee or members of the employee's family residing in the
employee's household shall not give any gift to any individual,
organization or business entity doing (or seeking to do) business
with the Corporation.
EXCEPTIONS:
1. Any gift valued at $25.00 or less which is either a
consumable item or bears the marking of the Corporation.
2. Where such gift has been approved in advance by an Ames True
Temper Corporate Officer (CFO, CEO, COO).
C. An employee or members of the employee's family shall not have
any financial interest, direct or indirect, in any organization,
business or business function which is (or seeks to be) in
competition with the Corporation or which has (or seeks to have)
business dealings with the Corporation.
EXCEPTIONS:
1. Stock holdings in widely held corporations where such
interest is less than 1% of the outstanding stock.
2. Where such financial interest has been disclosed to and been
approved by the COO of the Corporation.
7
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT010
POLICY TYPE: GENERAL
ISSUE DATE: 11/25/03
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT: CONFLICTS OF INTEREST
D. An employee or members of the employee's family shall not
purchase from or sell to the Corporation materials, parts,
services, etc. nor be an agent for or otherwise obtain personal
gain from such sales or purchases.
EXCEPTION: Employee purchases through the Corporation.
E. Except for an employee's position with the Corporation, a
salaried employee shall not be employed by, nor serve as officer,
director, employee, or consultant for any business operated for a
profit without prior disclosure to, and approval by the COO.
Approval will normally be granted where it is evident that both:
1. The employee and the Corporation will benefit.
2. No conflict of interest exists.
F. An employee shall neither use for his own purposes nor reveal to
anyone outside the Corporation any Corporate confidential
information without approval of the COO or an Officer of the
Corporation, as appropriate.
Information considered confidential includes, but is not limited
to, the following:
1. Production rates and capacities (past, present and planned)
2. Sales or financial data
3. Cost data of any kind
4. Customer data
5. Price data (our products or our purchases)
6. Decisions or plans where such use or disclosure might be
harmful to the Corporation
G. A salaried employee shall not personally employ or use other
Corporate employees in non-Corporate sponsored functions without
approval of the COO.
8
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT010
POLICY TYPE: GENERAL
ISSUE DATE: 11/25/03
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT: CONFLICTS OF INTEREST
H. An employee shall not use, nor permit others to use, Corporate
equipment or materials for personal purposes.
I. A Corporation employee involved in the selection of suppliers
shall not:
1. Employ, use or purchase services from a supplier to the
Corporation for personal purposes without approval of his
superior.
2. Purchase items for personal purposes from such a supplier at
other than regular published prices.
IV. IMPLEMENTATION
A. This policy shall be sent to each salaried employee once each
year along with a signature page, which shall be completed,
signed and returned to the Corporate Human Resources Department.
B. When an employee has, or feels he or she might have a possible
conflict of interest, the employee shall report it to the COO.
C. COO will then review the situation.
1. If he or she determines that no conflict of interest exists,
he or she shall so advise the employee.
2. If he or she determines that a possible conflict of interest
does exist, he or she shall recommend to the CEO of the
Corporation corrective action he or she feels the employee
should take.
3. After approval by the CEO of the Corporation of such
corrective action, the employee shall be advised of the
actions required (by a specific date) of the employee by the
Corporation to protect its interests.
D. Failure to disclose possible conflicts of interest or failure to
take required actions to eliminate possible conflicts of interest
shall make an
9
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT010
POLICY TYPE: GENERAL
ISSUE DATE: 11/25/03
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT: CONFLICTS OF INTEREST
employee subject to disciplinary action including suspension
and/or discharge.
1. Any new salaried employee who discloses to the
Corporation a possible conflict of interest when this
policy is first brought to his or her attention shall
not be subject to disciplinary action provided the
employee promptly takes the correction action
required by the Corporation.
E. Each salaried employee is fully responsible for his own
compliance with this Policy.
F. All of the actions mentioned, if applicable to the COO, must be
reported to the Chief Executive Officer.
G. The Chief Executive Officer shall annually report to the Board of
Directors, any conflicts of interest involving Corporate Officers
and the resolution thereof. Notwithstanding anything in this
policy to the contrary, any conflicts of interest involving the
Chief Executive Officer shall be submitted to the Board of
Directors for review and appropriate action.
[GRAPHIC OMITTED]
/s/ Richard C. Dell
- --------------------------
Richard C. Dell
President & CEO
10
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT011
POLICY TYPE: GENERAL
ISSUE DATE: 11/25/03
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT: ANTITRUST COMPLIANCE
I. POLICY
------
Ames True Temper's (the "Corporation") uncompromising policy is in strict
compliance with the letter and spirit of the antitrust laws. Accordingly,
each employee of the Corporation is required not only to comply with the
letter and the spirit of the Antitrust Laws, but also to avoid conduct that
could appear to constitute a violation of the law.
II. DISCUSSION
----------
The antitrust laws are designed to promote the free enterprise system by
eliminating artificial restrains on competition. The penalties for
violation are severe. A corporation may be fined, if convicted of a
criminal offense under the antitrust laws; an individual, if convicted, may
be fined and/or sentenced to up to 3 years in prison. In addition, the
wrongdoer is subject to civil actions, including the award of treble
damages (3 times the damages actually sustained by an injured party) plus
costs and attorneys fees.
Under the heading "Guidelines", there is set forth a discussion of key
provisions of the antitrust laws. This policy is intended to help you
recognize antitrust problem areas and realize when legal advice is needed.
If any employee has a question as to whether specified conduct is lawful
under the antitrust laws, an attorney should be contacted immediately
before engaging in such conduct.
Two concepts deserve special attention:
A. Agreement. A written agreement is not necessary for an illegal
agreement. A handshake, a nod or even responding to pressure or doing
what you know is expected can be sufficient. An agreement may be
inferred from your actions, so you should avoid contracts which would
raise suspicion that an agreement exists.
Note: Proper conduct is often characterized improperly in writing so
as to appear illegal; each employee must be certain that what he or
she writes accurately reflects what has taken place.
11
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT011
POLICY TYPE: GENERAL
ISSUE DATE: 11/25/03
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT:
B. Per Se Illegal. Agreements to engage in certain types of activities
are considered so inherently anti-competitive they are per se illegal.
Per se illegal means that the agreement, in and of itself, is illegal.
There is no defense, justification or excuse of any kind for such
agreements.
It is important not only to avoid violation of the antitrust laws, but also
conduct that could appear to constitute a violation. Many of us have
friends working for competitors, customers and suppliers, and in these
relationships there should be mutual understanding that there will never be
any improper discussion of business matters. Membership in trade
associations also offers an opportunity for contacts which could appear to
be questionable.
To avoid any appearance of illegal activity, all employees are expressly
prohibited from communicating with competitors, whether by telephone, mail
or otherwise, except that individuals designated by the Corporation CEO or
appropriate officer may communicate with a competitor regarding trade
association matters and Corporate Officers may communicate with a
competitor regarding bona fide sales or purchases between the Corporation
and such competitor.
III. POLICY PROVISIONS
-----------------
A. Any agreement with a competitor concerning prices is per se illegal,
irrespective of whether prices are increased or decreased. This
includes agreeing as to elements of prices or terms and conditions of
sale. CORPORATION PRICES MUST BE DETERMINED INDEPENDENTLY BY THE
CORPORATION, WITHOUT CONSULTATION OF ANY KIND OUTSIDE THE CORPORATION.
B. NEVER DISCUSS PRICES OR PRICING POLICIES WITH COMPETITORS. If a
competitor attempts to engage in such a discussion, terminate the
conversation immediately. Never provide to, or accept from, a
competitor a price list or information from which prices can be
computed. Competitive price information can be obtained from
customers, but customers should not be used as a clearing house for
the exchange of price information. BE SURE TO NOTE THE DATE AND SOURCE
OF ALL PRICE INFORMATION OBTAINED ON THE FACE OF THE MATERIAL.
12
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT011
POLICY TYPE: GENERAL
ISSUE DATE: 11/25/03
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT: ANTITRUST COMPLIANCE
EXCEPTION: Prices can be communicated in connection with a bona fide
sale to or purchase from a competitor, but such transactions must be
handled in their entirety by the appropriate Ames True Temper Corporate
Officer.
C. An Agreement with a customer concerning the price at which that
customer will resell the product is per se illegal. THE CORPORATION
MAY SUGGEST RESALE PRICES BUT IT MUST BE CLEAR THAT THE CUSTOMER IS
FREE TO ACCEPT OR REJECT THE SUGGESTION. Do not attempt to induce a
customer to establish a particular resale price; do not condition
price reductions upon the customer's agreement to pass such reductions
on to his customers; do not promote resale price uniformity among
customers; and do not agree to follow a supplier's suggested resale
price or allow a supplier to dictate the Corporation's resale prices.
D. An agreement between competitors not to sell to or buy from certain
individuals or firms is per se illegal. NEVER SUGGEST THAT A
COMPETITOR, SUPPLIER OR CUSTOMER SHOULD NOT SELL OR BUY FROM ANYONE.
The Corporation has a legal right to choose its suppliers and
customers, and to refuse to buy from or sell to anyone, but this right
must be exercised independently by the Corporation.
E. It is per se illegal for competitors to divide or allocate territories
in which they will sell or customers to whom they will sell. NEVER
AGREE WITH A COMPETITOR TO SELL OR REFRAIN FROM SELLING IN ANY AREA OR
TO ANY CUSTOMER OR CLASS OF CUSTOMERS. NEVER AGREE WITH A COMPETITOR
TO DIVIDE OR SHARE A CUSTOMER'S BUSINESS WITH THAT COMPETITOR.
F. It may be illegal to limit the territory within which a customer is
allowed to resell. NEVER ATTEMPT TO PREVENT A CUSTOMER FROM SELLING
OUTSIDE A PARTICULAR AREA. NEVER SUGGEST TO A CUSTOMER THAT OTHER
CUSTOMERS WILL NOT SELL IN ITS AREA. The Corporation may assign areas
in which a customer is expected to concentrate its sales effort, but
any such designation should make it clear that the customer is free to
sell outside those areas.
13
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT011
POLICY TYPE: GENERAL
ISSUE DATE: 11/25/03
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT: ANTITRUST COMPLIANCE
G. It may be illegal to sell a product only on the condition that the
customer purchase another product. DO NOT FORCE A CUSTOMER TO PURCHASE
ADDITIONAL PRODUCTS NOT DESIRED BY THE CUSTOMER.
H. It is usually illegal to sell to a customer only on the condition that
the customer not deal with a competitor. NEVER IMPLY THAT A CUSTOMER
MUST HANDLE THE CORPORATION'S PRODUCTS EXCLUSIVELY OR DROP A
COMPETITOR'S PRODUCT IN ORDER TO SELL A COMPANY PRODUCT. NEVER IMPLY
THAT A SUPPLIER MUST SELL TO THE COMPANY EXCLUSIVELY OR DISCONTINUE
SELLING TO A COMPETITOR. All proposed requirement or output contracts
should be reviewed with a Corporation Officer prior to execution.
I. It may be illegal for a buyer to purchase goods only on the condition
that the seller purchase the buyer's products. It is the Corporation's
policy to make purchasing decisions solely on the basis of price,
quality, terms and service. NEVER IMPLY THAT A SUPPLIER MUST PURCHASE
FROM THE CORPORATION IN ORDER TO SELL TO IT. NEVER IMPLY TO A CUSTOMER
THAT THE PURCHASE OF THE CORPORATION'S PRODUCTS WILL RESULT IN SALES
TO THE CORPORATION.
J. An agreement among competitors to restrict or increase production may
be illegal.
K. An agreement among competitors to standardize products may be illegal.
L. Price discrimination is prohibited by the Robinson-Patman Act. While
the Act is complicated and difficult to apply, some general rules are:
1. It may be unlawful to sell the same product to competing
customers at different prices. Competing customers should be
treated on a proportionately equal basis when granting
promotions, discounts, allowances, or assistance in the form
of services and facilities.
EXCEPTION: Discrimination justified on meeting an equally low
price of a competitor is permitted, as is justification on
cost savings, but the
14
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT011
POLICY TYPE: GENERAL
ISSUE DATE: 11/25/03
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT: ANTITRUST COMPLIANCE
technicalities involved in the justification on cost savings
are such that they may require review by an attorney.
2. It is unlawful for a buyer to knowingly induce or receive an
illegal discrimination in prices or services. However,
Corporation personnel should bargain for the lowest lawful price
for goods and service purchased by the Corporation.
3. Selling in one section of the country at a lower price than in
another section for the purpose of eliminating competition or a
competitor is usually unlawful.
4. Selling at unreasonable low prices or below cost for the purpose
of eliminating competition or a competitor is usually unlawful.
IV. IMPLEMENTATION
A. Each salaried employee is fully responsible for his or own compliance
with this policy.
B. This policy shall be sent to each salaried employees once each year
with a signature page which shall be completed, signed and returned to
the Corporate Human Resources Department.
C. Any employee recognizing a potential problem area or having a question
as to whether a proposed course of action is permitted under the
antitrust laws should consult the CFO.
D. No employee shall give to any other employee or accept from another
employee any order or instruction which, if carried out, would be in
violation of this policy. Any employee receiving any such order or
instruction shall immediately report such occurrence to the office of
the COO.
E. Failure to comply with this policy and the antitrust laws will result
in disciplinary action, including immediate dismissal. Claims of
ignorance, acting upon order or instruction of superiors, good
intentions or failure to seek timely legal advice will not be accepted
as excuses.
15
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT011
POLICY TYPE: GENERAL
ISSUE DATE: 11/25/03
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT: ANTITRUST COMPLIANCE
F. The Corporation will be deemed to have adopted this policy, as
written, as of the issue date; provided, however, a Corporation my not
adopt a variation of this policy, so long as such adopted variation
meets the minimum requirements set forth herein.
G. The Corporation shall hold an antitrust seminar annually for
appropriate members of Management.
[GRAPHIC OMITTED]
/s/ Richard C. Dell
- -------------------------------
Richard C. Dell
President & CEO
16
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT 013
POLICY TYPE: GENERAL
ISSUE DATE: 11/25/03
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT: CRIME AGAINST THE COMPANY
I. POLICY
It is the duty of each employee to report any evidence of theft, fraud or
other crime against Ames True Temper (The "Corporation") by another
employee or any third party.
II. IMPLEMENTATION
1. Any employee who has any information or other evidence that another
employee or any third party has engaged or is about to engage in
theft, fraud or other crime against the Corporation shall immediately
report such information or other evidence to the COO or the Corporate
Human Resources Department.
2. The Ames True Temper COO or the Corporate Human Resources Department
shall be responsible for conducting an investigation and determining
the appropriate course of action.
[GRAPHIC OMITTED]
/s/ Richard C. Dell
- ------------------------------
Richard C. Dell
President & CEO
17
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT012
POLICY TYPE: GENERAL
ISSUE DATE: 12/12/03
SUPERSEDES: 11/25/03
- --------------------------------------------------------------------------------
SUBJECT: SENSITIVE OR IMPROPER PAYMENTS
I. POLICY
------
The payment of Ames True Temper funds to any individual organization or
business entity is expressly prohibited where such payment is illegal or
otherwise improper.
II. DEFINITION
----------
"Corporation" shall mean Ames True Temper. "Payment of Corporation funds",
as used in this Policy, includes payment of Corporation monies, transfer of
Corporation assets and permitting others to use Corporation assets for
purposes other than the Corporation's business purposes, as well as
promises of any of the foregoing.
III. SPECIFIC GUIDELINES
-------------------
A. No employee shall make any payment of Corporation funds, directly or
indirectly, to any individual, organization or business entity in
order to induce such individual, organization or business entity to do
(or continue to do) business with the Corporation or to induce such
individual, organization or business entity to persuade another
individual, organization or business entity to do (or to continue to
do) business with the Corporation.
EXCEPTIONS:
1. Payments to designated territorial representatives who represent
the Corporation in the sale of its products; or
2. Reasonable business entertainment of customers or customers'
employees in the ordinary course of business; or
3. Payments for approved Corporation advertising
B. No employee shall make any payment of Corporation funds, directly or
indirectly, to any governmental official for purposes of:
1. Influencing any act or decision of such official in his official
capacity; or
18
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT012
POLICY TYPE: GENERAL
ISSUE DATE: 12/12/03
SUPERSEDES: 11/25/03
- --------------------------------------------------------------------------------
SUBJECT: SENSITIVE OR IMPROPER PAYMENTS
2. Inducing such official to use his influence with a governmental
office or agency to affect any act or decision of such
governmental office or agency; or
3. For purposes of assisting, promoting or otherwise financing the
election or re-election of such official.
C. No employee shall make any payment of Corporation funds, directly or
indirectly to any political party, political party official, candidate
for political office or other entity or representative involved in the
campaign to elect or re-elect one or more persons to government
office.
D. No employee shall establish or maintain a secret or unrecorded fund
for the purpose of facilitating sensitive or improper payments, or
shall make any false or fictitious entries in the Corporation books or
records.
E. No employee shall make any payment of Corporation funds where he or
she knows, or has reason to believe, that all or part of such payment
is to be used for any of the purposes enumerated in Guidelines 1, 2 or
3 above or for any other unlawful or improper purpose.
IV. DISCUSSION
----------
Ames True Temper is a privately owned Corporation, and each employee of the
Corporation has an obligation to the shareholders to assure that the
Corporation's funds and assets are not used improperly or illegally. The
Corporation is also required by law to maintain accurate and complete
financial records of all transactions involving its funds and other assets
of the Corporation, and to maintain internal accounting controls to assure
that transactions involving its funds and other assets are properly
authorized, recorded and audited.
The Specific Guidelines include examples of prohibited transactions
involving Corporation funds and other assets. Those listed, of necessity,
are not exclusive, but are typical of the type of transactions prohibited
by this policy.
19
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT012
POLICY TYPE: GENERAL
ISSUE DATE: 12/12/03
SUPERSEDES: 11/25/03
- --------------------------------------------------------------------------------
SUBJECT: SENSITIVE OR IMPROPER PAYMENTS
It should be recognized that most of the transactions listed not only
violate Corporation policy, but are also illegal and may very well subject
the Corporation and/or the employee involved in such transactions to
criminal sanctions.
V. IMPLEMENTATION
A. This policy shall be sent to each salaried employee once each year
with a signature page that shall be completed, signed and returned to
the Corporate Human Resources Department.
B. When an employee has a question regarding the possible impropriety or
illegality of a proposed payment of Corporation funds, he should
review such a question with the COO prior to the making of such a
payment. Any employee who obtain knowledge of the payment of
Corporation funds, which he believes may be illegal or improper should
immediately report such payment, and all particulars known to him or
her regarding the payment, to the COO.
C. Any employee who violates this policy shall be subject to discharge or
other appropriate disciplinary action.
D. Each salaried employee is fully responsible for his or own compliance
with this policy.
[GRAPHIC OMITTED]
/s/ Richard C. Dell
- ---------------------------
Richard C. Dell
President & CEO
20
[AMES TRUE TEMPER LOGO OMITTED]
MEMORANDUM
To: ALL EMPLOYEES
From: Richard Dell
Chief Executive Office
Date: January, 2004
Subject: EEO Policy Statement
- --------------------------------------------------------------------------------
It is appropriate at this time to reaffirm my personal commitment to all
programs which provide equal employment opportunities for all applicants and
employees.
As an equal opportunity employer, Ames True Temper will take affirmative action
to ensure equal employment opportunity for all qualified applicants and
employees without regard to race, color, religion, national origin, sex, age,
physical handicap or veteran status.
To ensure the coordination and overall effectiveness of this location's
commitment to these objectives, Chris Ebling has been designated the Corporate
Equal Employment Opportunity Coordinator for Ames True Temper. The Affirmative
Action Program is available for employee review in the Human Resources offices
during normal business hours. If you have any questions concerning the
objectives, implementation, or administration of our Affirmative Action Program,
please contact the Human Resources Department.
[GRAPHIC OMITTED]
/S/ Richard C. Dell
- ----------------------------
Richard C. Dell
President & CEO
21
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT005
POLICY TYPE: GENERAL
ISSUE DATE: 07/12/00
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT: HARASSMENT POLICY
I. POLICY
------
All Ames True Temper employees have the right to work in an environment
that is free from harassment for any discriminatory reason, such as race,
color, sex, national origin, disability, age, marital status, sexual
orientation, or religion.
II. ELIGIBILITY:
------------
All Ames True Temper employees.
III. POLICY PROVISIONS:
------------------
A. Any harassment in the workplace is a violation of this policy and may
be a violation of various local, state, and federal laws.
B. Derogatory racial, ethnic, religious, age, sexual, or other
inappropriate remarks, slurs, or jokes will not be tolerated.
IV. DEFINITIONS:
------------
A. Sexual Harassment
1. Unwelcome sexual advances, requests for sexual favors, and other
physical, verbal, or visual conduct based on sex constitutes
sexual harassment when:
a. Submission to such conduct is an explicit or implicit term
or condition of employment;
b. Submission to or rejection of the conduct is used as the
basis for an employment decision; or
c. The conduct has the purpose or effect of unreasonably
interfering with an individual's work performance or
creating an intimidating, hostile, or offensive working
environment. This can include threats that are not carried
out.
22
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT005
POLICY TYPE: GENERAL
ISSUE DATE: 07/12/00
SUPERSEDES: NEW POLICY
- --------------------------------------------------------------------------------
SUBJECT: HARASSMENT POLICY
2. Sexual harassment may include explicit sexual; propositions,
sexual innuendo, suggestive comments, sexually oriented "kidding"
or "teasing," "practical jokes," jokes about gender-specific
traits, improper physical contact, such as patting, pinching, or
brushing against another's body.
3. Sexual harassment may include verbal or physical conduct of a
sexual nature engaged in by a person of the same sex as well as
of the opposite sex.
4. Sexual harassment does not refer to occasional compliments of a
socially acceptable nature or welcome social relationships.
V. ADMINISTRATION:
---------------
A. Any employee who feels that he/she has been subjected to conduct that
violates this policy, should immediately bring the subject to the
attention of a supervisor or Company official.
B. If the person to whom an employee would normally bring such a concern
is the source of the harassing conduct, or if for some reason the
employee feels uncomfortable discussing the matter with them, the
employee should contact their Vice President of Human Resources.
C. Any manager or supervisor who observes or becomes aware of conduct
prohibited by this policy by any other employee (or by anyone else,
including outsiders, when inflicted on one of our employees) has an
obligation to report the conduct to the Vice President of Human
Resources immediately to ensure that the inappropriate conduct is
stopped.
D. In conducting an investigation, the Company will respect the privacy
of all concerned, however, complete confidentiality may not always be
possible because of the need to conduct an investigation and take
steps necessary to eliminate the harassment.
E. Any employee who engages in conduct that violates this policy is
subject to discipline, up to and including termination.
23
F. This policy prohibits any retaliation against any employee raising a
complaint or providing information concerning an alleged violation of
this policy.
[GRAPHIC OMITTED]
/s/ Richard C. Dell
- -------------------
Richard C. Dell
President & CEO
24
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT020
POLICY TYPE: GENERAL
GROUP: ALL
ISSUE DATE: 09/16/02
SUPERSEDES: 03/01/93
- --------------------------------------------------------------------------------
SUBJECT: DRUG AND ALCOHOL POLICY
I. POLICY
------
As you are aware, the use of drugs and alcohol has grown to epidemic
proportions in this country. Accidents and loss of productivity as a result
of such use and abuse are problems, which plague industry today. It is our
belief that the benefits to be derived from the reduction in the number of
accidents, the greater safety of all employees, and rehabilitation or
termination of those who because of alcohol or drug abuse are a burden upon
all other employees, far outweigh the inconvenience, which may be
occasioned by this policy.
While we face no greater problem than any other employer, we have decided
to address the problem of alcohol and drug abuse at Ames True Temper ("ATT"
or "Company") in a meaningful way so that all employees may benefit from a
healthier and safer work environment.
The purposes of this policy are therefore:
I. To establish and maintain a safe, healthy environment for all
employees.
II. To reduce absenteeism, tardiness, indifferent and poor job
performance.
III. To reduce the incidence of accidental injury to employees.
IV. To ensure the reputation of the Company and its employees as good,
responsible citizens.
V. To provide assistance in the rehabilitation of any employee in
overcoming an addiction to, dependence upon, or any problem with the
use of alcohol or drugs.
II. ELIGIBILITY
-----------
All Ames True Temper employees.
III. POLICY PROVISIONS
-----------------
25
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT020
POLICY TYPE: GENERAL
GROUP: ALL
ISSUE DATE: 09/16/02
SUPERSEDES: 03/01/93
- --------------------------------------------------------------------------------
SUBJECT: DRUG AND ALCOHOL POLICY
A. Definitions
1. Alcohol/Alcoholic Beverages - Any substance containing alcohol or
any beverage containing alcohol.
2. Drugs - Any substance (other than alcohol) which may or does
alter the mood, perception, or judgment of the individual
consuming it including prescription drugs, illegal or "street"
drugs, controlled substances, and over-the-counter drugs.
a. Prescription Drug - Any drug or substance properly
prescribed for the individual consuming it by a licensed
medical practitioner.
b. Illegal or "Street" Drug - Any drug or substance, the sale
or consumption of which is prohibited by law.
c. Controlled Substances - Any one of a number of drugs or
other substances whose general availability is restricted
and which is strictly regulated or outlawed because of its
potential for abuse or addiction. Such drugs include, but
are not limited to, those classified as narcotics,
stimulants, depressants, hallucinogens, and cannabis.
d. Over-the-Counter Drugs - Any drug or substance, the sale of
which is legal and which may be consumed without
prescription, but has the capacity to alter the mood,
perceptions, or judgment of the individual consuming it.
3. Company Premises - The term "Company premises" is used in its
broadest sense and includes all land, property, building,
structures, installations, parking lots and means of
transportation owned by or leased to Ames True Temper its parents
or affiliate companies or otherwise being utilized for Ames True
Temper employees performance of work. Private vehicles on Company
premises are included within this definition.
B. Policy On Alcohol/Alcoholic Beverages
26
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT020
POLICY TYPE: GENERAL
GROUP: ALL
ISSUE DATE: 09/16/02
SUPERSEDES: 03/01/93
- --------------------------------------------------------------------------------
SUBJECT: DRUG AND ALCOHOL POLICY
1. Being under the influence of alcohol or an alcoholic
beverage while at work; bringing alcoholic beverages on
Company premises; or consuming alcoholic beverages on
Company premises is strictly prohibited and shall subject
the offender to discharge. For purposes of this Section B.
1. only, "Company premises" shall not include those hotel,
recreational, restaurant or social facilities used for
Company business meetings or social functions, provided use
of alcohol at such locations occurs only outside of
designated business hours and is at all times in moderation.
2. Any employee whose off-duty use of alcohol or alcoholic
beverages results in excessive absenteeism, tardiness, or is
the cause of accidents, or work or people problems shall be
subject to discharge.
3. At the discretion of the Company, an employee may be
referred to the Employee Assistance Program ("EAP").
Additionally, an employee who feels he or she has developed
an addiction to, dependence upon, or any problem with the
use of alcohol may contact the EAP for assistance. See
Section D of this policy.
C. Policy On Drug Use
1. Prescription Drugs and Over-the-Counter Drugs:
a. No prescription drug shall be brought on Company
premises by an employee other than the employee for
whom the drug is prescribed. Any prescription shall be
used only in the manner and quantity prescribed.
b. Any employee consuming, selling, trading, or delivering
a drug prescribed for another person shall be subject
to discharge.
c. Being impaired by use of prescription or
over-the-counter drug while at work shall subject the
employee to discharge in appropriate cases.
d. Any employee whose off-duty use or abuse of
prescription drugs or over-the-counter drugs results in
excessive
27
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT020
POLICY TYPE: GENERAL
GROUP: ALL
ISSUE DATE: 09/16/02
SUPERSEDES: 03/01/93
- --------------------------------------------------------------------------------
SUBJECT: DRUG AND ALCOHOL POLICY
absenteeism, tardiness, or is the cause of accidents,
or work or people problems shall be subject to
discharge in appropriate cases.
e. At the discretion of the Company, an employee may be
referred to the EAP. Additionally, an employee who
feels he or she has developed an addiction to,
dependence upon, or any problem with the use of
prescription or over-the-counter drugs may contact the
EAP for assistance. See Section D of this policy.
2. Illegal or "Street" Drugs and Controlled Substances
a. The manufacture, distribution, dispensation,
possession, or use of illegal or "street" drugs or
controlled substances is prohibited on Company
premises. Violation of this rule shall result in
discharge.
b. The possession, sale, trade or delivery of illegal or
"street" drugs or controlled substances by an employee
which leads to the arrest of the employee shall subject
the employee to discharge if the employee is convicted
of or pleads guilty or no contest to a drug-related
crime.
c. Being under the influence of illegal or "street" drugs
or controlled substances on Company premises shall
result in discharge.
d. Any employee whose off-duty use of illegal or "street"
drugs or controlled substances results in excessive
absenteeism, tardiness, or is the cause of accidents,
or work or people problems shall be subject to
discharge.
e. At the discretion of the Company, an employee may be
referred to the EAP. Additionally, an employee who
feels he or she has developed an addiction to,
dependence upon, or any problem with the use of illegal
or "street" drugs or controlled substances may contact
the EAP for assistance. See Section D of this policy.
D. Employee Assistance Program
28
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT020
POLICY TYPE: GENERAL
GROUP: ALL
ISSUE DATE: 09/16/02
SUPERSEDES: 03/01/93
- --------------------------------------------------------------------------------
SUBJECT: DRUG AND ALCOHOL POLICY
1. Any employee who feels that he or she has developed an
addiction or dependence upon drugs and alcohol is encouraged
to seek assistance by calling the EAP. It is desirable that
an affected employee seek assistance prior to the time that
such abuse or dependence results in excessive absenteeism or
tardiness, or is the cause of accidents, or work or people
problems. However, at its discretion, the Company will refer
employees to the EAP who have already developed problems
related to the abuse of drugs and/or alcohol. The Employee
Assistance Program will, in appropriate cases, refer the
employee to an appropriate treatment program.
2. Each request for assistance will be treated confidentially.
3. Recovery and rehabilitation are the responsibility of the
affected employee.
4. Any employee referred by the EAP to treatment must sign the
appropriate release forms to permit EAP personnel access to
his or her medical and treatment records and to permit EAP
personnel to discuss the course of treatment with the
appropriate treatment personnel, including the doctor. The
EAP is responsible for monitoring the treatment of the
employee and will certify completion of the treatment
program to the Company. Any employee who refuses to sign the
appropriate forms for EAP access to medical and treatment
records, rejects treatment, leaves without successfully
completing the treatment program, or whose participation in
the treatment program is terminated prior to successful
completion of the program shall be discharged.
E. Applicants for Employment - Required Post Offer Drug Testing
All applicants for employment shall be required to be tested for
use of illegal or "street" drugs or controlled substances.
Applicants whose testing indicates use of illegal or "street"
drugs, or controlled substances shall not be
29
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT020
POLICY TYPE: GENERAL
GROUP: ALL
ISSUE DATE: 09/16/02
SUPERSEDES: 03/01/93
- --------------------------------------------------------------------------------
SUBJECT: DRUG AND ALCOHOL POLICY
employed. As a condition of employment, applicants shall be
required to sign a consent form providing, among other things,
that the results of such testing shall be made available to Ames
True Temper. Refusal to sign such a consent form shall results in
an applicant not being employed. Falsification of such a consent
form shall either result in the applicant not being employed, or
if an applicant is employed, shall subject him or her to
discharge.
F. Safety of Work Force Rules - Blood and Urine Tests
1. To ensure the safety of the work environment and employees,
in cases in which the Company has reasonable suspicion to
believe that an employee is under the influence of any drug
and/or alcohol, the Company may in its discretion require
the employee to provide either urine or blood specimens (or
both) for testing. The Company may also in its discretion
require such testing of an employee involved in an
on-the-job accident or injury. A positive result on such
tests shall constitute evidence of a violation of this
policy and shall subject the employee to discharge. Nothing
in this policy, however, shall be deemed to require the
Company to conduct drug and/or alcohol testing of an
employee where there is other evidence of a violation of
this policy.
2. The Company has existing policies with respect to required
periodic physical examinations of certain specified
employees. The Company reserves the right to include blood
and/or urine drug/alcohol testing as part of these
examinations. A positive test result without any other
evidence of being under the influence of drugs and/or
alcohol may result in the employee being referred to the
EAP.
3. Company supplied lockers, desks, filing cabinets, files, and
other property remain the property of the Company. If the
Company has reasonable suspicion to believe its property is
being used for alcohol or illegal drug possession, use, or
sales, such property may be subject to Company initiated
searches at any time and without notice.
30
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY: AT020
POLICY TYPE: GENERAL
GROUP: ALL
ISSUE DATE: 09/16/02
SUPERSEDES: 03/01/93
- --------------------------------------------------------------------------------
SUBJECT: DRUG AND ALCOHOL POLICY
4. Employees and their possessions, including their vehicles
located on Company premises, are subject to Company
initiated searches at any time and without notice if the
Company has reasonable suspicion of alcohol or illegal drug
possession, use, or sales, or in the case of an on-the job
accident or injury.
5. Refusal to submit to such searches or testing, or refusal to
sign or falsification of the appropriate consent forms,
shall subject an employee to discharge.
IV. ADMINISTRATION
--------------
A. Confidentiality
1. The results of all substance testing (blood and/or urine tests)
will be treated as a medical file and therefore will be
confidential.
2. Distribution will be limited to those having a "need to know" the
results of those examinations or tests, according to the
provision of applicable state and federal law.
The Company reserves the right to modify, revoke, suspend, terminate, or change
this policy in whole or in part, at any time, with or without notice to
employees except as required by applicable statutory law.
Any exceptions to this policy are subject to the approval of the Vice President
of Human Resources.
[GRAPHIC OMITTED]
/s/ Richard C. Dell
- ----------------------------------
Richard C. Dell
President & CEO
31
- --------------------------------------------------------------------------------
AMES TRUE TEMPER SECTION: HUMAN RESOURCES
POLICY TYPE: GENERAL
GROUP: ALL
ISSUE DATE: 12/01/04
SUPERSEDES: NEW
- --------------------------------------------------------------------------------
SUBJECT: CODE OF BUSINESS CONDUCT AND ETHICS
I have been provided a written copy of the Ames True Temper Code of Business
Conduct and Ethics booklet. I have had an opportunity to read this booklet and
hereby state that I fully understand its contents. I further state that I have
had an opportunity to have any questions concerning this booklet answered to my
satisfaction.
----------------------------------
Employee's Signature
----------------------------------
Employee's Name (Please Print)
----------------------------------
Date
32
