EXHIBIT 14.1
Code of Ethics
for Senior Executive and Financial Officers
of Financial Industries Corporation
I. General
It is the policy of Financial Industries Corporation (the "Company") to comply
strictly with all laws governing its operations and to conduct its affairs in
keeping with Company policy, reflecting a commitment to the highest ethical
standards. This policy is described in the Company's Business Ethics Policy, as
amended from time to time, which is applicable to all employees. Senior
executive and financial officers hold an important and elevated role in
complying with the Business Ethics Policy in their own activities and in their
commitment to (a) honest and ethical conduct, (b) full, fair, accurate, timely,
and understandable disclosure in the Company's public communications, and (c)
compliance with applicable governmental rules and regulations. Accordingly, the
Company has adopted this Code of Ethics for its Chief Executive Officer, Chief
Financial Officer, and Chief Accounting Officer (the "Senior Executive and
Financial Officers"). The principles and standards set forth in this Code of
Ethics shall supplement the Company's Business Ethics Policy, and the Chief
Executive Officer and Senior Financial Officers must comply with both this Code
of Ethics and the Business Ethics Policy. This Code of Ethics shall be approved
annually by the Corporate Governance Committee of the Board of Directors and
filed with the Securities and Exchange Commission (the "SEC") as an exhibit to
the Company's Annual Report on Form 10-K.
II. Honest and Ethical Conduct
The Chief Executive Officer and Senior Financial Officers shall exhibit and
promote the highest standards of honest and ethical conduct, including through
adherence to the following policies and procedures:
Avoid conflicts of interest. The Company's Business Ethics Policy requires
that all employees avoid any activity or association that creates or
appears to create a conflict between the employee's personal interests and
the Company's business interests. The Business Ethics Policy includes
definitions of conflict-of-interest situations, and imposes requirements
for the avoidance of conflicts of interest by all Company employees. In
addition to their compliance with all applicable provisions of the Business
Ethics Policy, the Chief Executive Officer and Senior Financial Officers
shall (a) engage in only honest and ethical conduct, including the ethical
handling of actual or apparent conflicts ofinterest between their personal
and professional relationships; and (b) avoid conflicts of interest,
including making disclosure to the Company's General Counsel of any of
their material transactions or relationships that reasonably could be
expected to give rise to such a conflict.
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Inform the General Counsel of (a) deviations in their practice from
policies and procedures governing honest and ethical behavior or (b) any
material transaction or relationship entered into by them that could
reasonably be expected to create a conflict of interest or the appearance
of such a conflict.
Demonstrate personal support for the policies and procedures set forth in
this Code of Ethics through periodic communications reinforcing these
principles and standards throughout the Company.
Respect the confidentiality of information acquired in their performance of
their responsibilities and avoid the use of such confidential information
for their personal advantage.
III. Financial Records and Periodic Reports
As a public company, the Company is committed to full, fair, accurate, timely,
and understandable disclosure in reports and documents that it files with, or
submits to, the SEC and in other public communications made by the Company. In
support of this commitment, the Company has, among other measures, (a) designed
and implemented disclosure controls and procedures (within the meaning of
applicable SEC rules); and (b) set forth requirements relating to the
maintenance of accurate and complete records, the prohibition of false,
misleading, or artificial entries on its books and records, and the full and
complete documentation and recording of transactions in the Company's accounting
records. In addition to performing their duties and responsibilities under these
requirements, each of the Chief Executive Office and the Senior Financial
Officers shall establish and manage the Company's reporting systems and
procedures with due care and diligence to ensure that:
Reports filed with or submitted to the SEC and other public communications
contain information that is full, fair, accurate, timely, and
understandable and do not misrepresent or omit material facts.
Business transactions are properly authorized and completely and accurately
recorded on the Company's books and records in accordance with generally
accepted accounting principles and the Company's established financial
policies.
Retention or disposal of Company records is in accordance with established
Company policies and applicable legal and regulatory requirements.
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IV. Compliance with Applicable Laws, Rules, and Regulations
As set forth in the Business Ethics Policy, it is the policy of the Company to
comply strictly with all laws governing its operations and to conduct its
affairs in keeping with the highest moral, legal and ethical standards.
Accordingly, the Chief Executive Officer and the Senior Financial Officers shall
comply with all applicable governmental laws, rules, and regulations, and shall
establish and maintain mechanisms to:
Monitor compliance of the Company's finance organization and other key
employees with all applicable federal, state, and local statutes, rules,
regulations, and administrative procedures.
Identify, report, and correct in a swift and certain manner any detected
deviations from applicable federal, state, and local statutes, rules,
regulations, and administrative procedures.
V. Compliance with Code of Ethics
The Chief Executive Officer and the Senior Financial Officers shall acknowledge
and certify their ongoing compliance with this Code of Ethics annually and file
a copy of such certification with the General Counsel and Corporate Governance
Committee of the Board of Directors. This Code of Ethics will be published with
the Business Ethics Policy and made available to all employees and any employee
should promptly report any violation of this Code of Ethics to the General
Counsel. Under the Business Ethics Policy, any infraction of the Business Ethics
Policy will subject an employee to disciplinary action that may include
reprimand, demotion, or dismissal, depending on the seriousness of the offense.
The Company shall take appropriate action with respect to the failure to comply
with this Code of Ethics, which may include any of the foregoing actions.
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