Exhibit 14.1
Code of Business Conduct and Ethics
For Directors, Officers and Employees of GP Strategies Corporation
and its Subsidiaries
It is the policy of GP Strategies Corporation that the Chief Financial
Officer, the Director of Finance and the senior officers in the Accounting and
Finance Department of each of GP Strategies Corporation and its subsidiaries
(hereinafter sometimes collectively referred to as "Company") adhere to and
advocate the following principles governing their professional and ethical
conduct in the fulfillment of their responsibilities:
1. Act with honesty and integrity, avoiding actual or apparent conflicts between
his or her personal, private interests and the interests of Company, including
receiving improper personal benefits as a result of his or her position.
2. Perform responsibilities with a view to causing periodic reports filed or
otherwise submitted to the SEC to contain information which is accurate,
complete, fair, timely and understandable.
3. Comply with laws of federal, state, and local governments applicable to the
Company, and the rules and regulations of private and public regulatory agencies
having jurisdiction over the Company.
4. Promptly report any violations of the Company's Code of Ethics to the
appropriate person(s) identified herein.
5. Act in good faith, responsibly, with due care, and diligence, without
misrepresenting or omitting material facts or allowing independent judgment to
be compromised.
6. Respect the confidentiality of information acquired in the course of the
performance of his or her responsibilities except when authorized or otherwise
legally obligated to disclose. Do not use confidential information acquired in
the course of the performance of his or her responsibilities for personal
advantage.
7. Proactively promote ethical behavior among subordinates and peers.
8. Use corporate assets and resources employed or entrusted in a responsible
manner.
9. Do not use corporate information, corporate assets, corporate opportunities
or one's position with the Company for personal gain or take personally
opportunities that are discovered through the use of corporate property,
information or position. Do not compete directly or indirectly with the Company.
10. Comply in all respects with the Company's Conduct of Business policy, and
the Company's Policy Regarding Trading in Securities and Protection of
Confidential Information and the Company's Policy Regarding Investments and
Related Party Transactions.
11. Advance the Company's legitimate interests when the opportunity arises.
12. Act in a manner that shows accountability for adherence to the Company's
Code of Ethics by certifying to the foregoing annually and filing a copy of such
certification with each of the Audit Committee and Corporate Governance
Committee of the Board.
13. Deal fairly with the Company's customers, suppliers, competitors and
employees.
Reporting Violations
If you have any concerns about a possible violation of the Company's
Code of Ethics, it is your responsibility to promptly report any such violations
to either the Company's Chairman of the Board or the Audit Committee or the
Ethics Compliance Officer set forth in Section 4.0 "Ethics Program" of the
Company's Conduct of Business. Requests for confidentiality will be honored to
the greatest extent possible, consistent with the Company's legal obligations.
If an investigation confirms the allegation, prompt corrective action will be
taken. The "Ethics Program" contained in the Company's Conduct of Business is
hereby incorporated by reference into this policy. The Business Conduct Hotline,
866-423-5994, provides a means for receiving confidential questions concerning
any ethics-related issues of Company employees. The Company will not tolerate
retaliation against persons making a report in good faith under this policy.
Amendments/Waivers to Code of Ethics
Any amendment to or waiver of, the Code of Ethics must be approved by
the Board of Directors or a committee of the Board of Directors responsible for
corporate governance matters. The Company is required to promptly disclose
amendments to, and waivers of, the Code of Ethics for its executive officers or
directors. These disclosures must be made within five business days after such
amendment or waiver, in a Form 8-K filed with the SEC.
Availability on Web Site
The Code of Ethics and Code of Conduct of Business is available on the Company's
web site at www.gpstrategies.com and in print for any stockholder who requests
it by writing to the Corporate Secretary, GP Strategies Corporation, 777
Westchester Avenue, White Plains, NY 10604.
GP STRATEGIES CORPORATION
CONDUCT OF BUSINESS
1.0 Purpose
This policy set forth Company standards of business conduct in a number of
specific areas and explains the Company's Ethics Program. This policy is
intended to clearly promulgate and reinforce the Company's philosophy to conduct
business in an honest and ethical manner.
2.0 Background
The Company values its reputation for integrity. The business practices and
activities of the Company, its subsidiaries and affiliates must always be
characterized by honesty and the highest principles of business ethics. Everyone
shares the responsibility for maintaining the ethical standards of the Company.
No one will undertake, recommend, approve, condone, or permit any act or
omission which violates laws, regulations, or Company policies, or which might
be detrimental to public safety or public welfare.
3.0 Specific Conduct of Business Policies
3.1 Compliance with Laws and Regulations
The Company seeks strict compliance with all laws and
regulations applicable to its business. All applicable laws
and regulations will be observed in conducting the business of
the Company. In cases of ambiguity or questions of
interpretation, an employee must request advice from his or
her supervisor or the Company's Ethics Program Compliance
Officer, or General Counsel.
3.2 Fair Competition
The Company believes in fair and open competition. Under no
circumstances will the Company enter into fraudulent or
illegal arrangements with competitors affecting pricing or
marketing policies.
3.3 Contributions
All requests for donations or charitable contributions to
organizations outside the Company are handled through the
Matching Gift Program administered by the Human Resources
Department at the Company's subsidiary, General Physics
Corporation. The guidelines for this Program are available
from Human Resources or are available on the General Physics
Corporate Intranet.
3.4 Fees to Agents
The employment of outside professional firms or individuals to
act as agents for the account of the Company will only be
approved by the Chief Executive Officer or the President.
3.5 Entertainment and Gifts
Entertainment or gifts should not be accepted if they might
imply illegal or unethical conflicts of interest. The exchange
of sales or promotional items bearing the company logo which
are of insignificant value is permissible when the giving and
receiving of such items is the standard practice of the
customer. When acceptance of more valuable gifts is
unavoidable because of local custom, common sense should
prevail, and in any event they should be reported to the Chief
Executive Officer or President for a determination of the
extent to which they are considered the personal property of
the recipient. When gift giving is customary in an
international business setting, the value of such gifts should
not exceed $250 unless approved in advance by the Chief
Executive Officer or President.
3.6 Corporate Hospitality
Acts of hospitality toward executives and other employees of
existing or prospective clients, public officials and others
in a position to influence the welfare of the Company should
be of such a scale and nature as to avoid compromising the
integrity or impugning the reputation of such individuals or
the Company. No employee shall pay any bribe or make any other
illegal payment on behalf of the Company, no matter how small
the amount.
3.7 Proper Accounting
Compliance with accepted accounting rules and controls is
expected at all times. The books of account, budgets,
proposals, economic evaluation of projects and the like must
truly reflect the transactions they record. All assets of the
Company, in particular bank accounts in which Company cash
is on deposit, shall be recorded in the regular books of the
Company. All accounting records and supporting documents will
be made available for the examination of independent auditors,
and there shall be no concealment of information requested.
3.8 Candor Among Members of Leadership
Company leadership must be informed at all times of matters
which might be considered sensitive in preserving the
reputation of the Company. Concealment may be construed to be
an indication that Company policies and rules can be ignored.
Accordingly, there will be full communication with Company
leadership even when it might appear that less candor is
desirable to protect the Company or a particular activity or
group within the Company. If an employee is unable to
communicate with Company leadership, the employee should
inform the Ethics Program Compliance Officer of the matter in
question.
3.9 Conflicts of Interest
Employees will avoid activities or relationships which are
incompatible with their employment by the Company or which
place them in a position where there is a conflict between
their private interests and the interests of the Company, its
subsidiaries or affiliates. Should a conflict of interest or
potential conflict of interest develop, employees must
immediately disclose such situations to their supervisors, the
Company's Ethics Program Compliance Officer, or the General
Counsel for a determination of appropriate action.
3.10 Use of Inside Information and Stock Trading
Material information concerning the Company's business plans,
finances, successes or failures is considered "inside"
information, which is confidential and is the property of the
Company. Use or disclosure of inside information for personal
benefit is against the Company's interests and may be a
criminal offense in violation of Federal securities laws and
regulations. No director, officer, or employee of the Company
shall use or disclose any information that is confidential to
the Company or client for personal benefit. All directors,
officers, or employees shall comply in all respects with the
Company's Policy Regarding Trading in Securities and
Protection of Confidential Information.
3.11 Representation
The Company's growth and ability to serve its clients depend
largely upon each employee's ability to represent the
organization. First and foremost, employees can best represent
the Company by ensuring that its work is of the highest
quality. Second, the Company encourages its employees to
participate in appropriate professional organizations,
professional meetings, and conferences related to their area
of expertise. Third, the Company relies on its employees to
identify and follow up new business opportunities with
existing and prospective clients. Employees should ensure,
however, that such activities are not undertaken at the
expense of existing commitments and have the approval of their
supervisors. To a large extent, the follow-up action necessary
to develop new business opportunities relies heavily on the
ability and willingness of the employee to put in extra
effort.
In representing the Company, employees should keep in mind the
guidelines contained in this policy and consult with their
supervisor or the Chief Executive Officer or the President for
further guidance, as required.
3.12 Outside Interests and Employment
All Company employees have a full-time duty of loyalty to the
Company. They may not engage in activities that might
interfere with the discharging of their responsibility or in
transactions that reasonably might affect the decisions they
make on behalf of the Company.
No Company employee shall solicit employment with a client for
whom the employee is then performing services. Nor shall any
employee conduct business on behalf of the Company that is
intended to be prejudicial to the Company's interests.
However, the Company recognizes that certain employees must
seek additional employment outside the Company to supplement
their incomes to meet their financial obligations. Employees
may undertake such activities provided: 1) they do not
interfere with the employee's responsibilities to the Company;
and 2) if the employment involves competitors or clients of
the Company, the employee obtains the approval of the Chief
Executive Officer or President prior to accepting such
employment. In addition, an officer of the Company is
prohibited from serving as an officer or in a similar capacity
with another company (other than another subsidiary of the
Company) without the prior approval of the Board of Directors,
the Executive Committee, the Audit Committee, or (except with
respect to service by the Chief Executive Officer) the Chief
Executive Officer of the Company, or of the Company's
subsidiary, as appropriate. Company
employees are advised to seek the guidance of the Ethics
Program Compliance Officer to clarify any questions they may
have on this policy.
4.0 Ethics Program
4.1 Oversight and Administration
4.1.1 The Chief Executive Officer and President are ultimately
responsible for oversight of the Company's Ethics Program.
4.1.2 The Board of Directors of the Company will appoint an Ethics
Program Compliance Officer who will be responsible for the
day-to-day operation of the Ethics Program, including servicing
the Business Conduct Hotline, advertising the Hotline to
employees, maintaining records of Hotline calls, reporting
Hotline calls to General Counsel, developing and distributing
ethics training materials, maintaining records of ethics training
attendance, and retaining original management business conduct
compliance letters. As of June 24, 2003, the Board of Directors
has designated Andrea D. Kantor, the Company's General Counsel,
as the Ethics Compliance Officer.
4.1.3 The Ethics Compliance Officer will advise the Chief Executive
Officer and the President of questionable conduct reported on the
hotline, make preliminary inquiries and investigations as
appropriate, and engage outside professional advisors if
determined by the Chief Executive Officer and the President to be
necessary.
4.2 Hotlines
4.2.1 The Business Conduct Hotline provides a means for receiving
confidential questions concerning any ethics-related issues of
Company employees. The Hotline also provides a means for
receiving confidential questions concerning any ethics-related
issues of Company employees. The identity of employees using the
Hotline will be kept confidential and protected to the greatest
extent possible without compromising an investigation of any
questionable conduct. To discuss ethical issues with our Ethics
Compliance Officer, please call 866-423-5999.
4.2.2 The Abuse of Authority, Mismanagement, Fraud and Waste Hotline
provides a means for timely reporting to the Department of
Defense of any suspected violation of law in connection with
government contracts. The Defense Hotline is a system wherein
complaints are received, evaluated, investigated, and corrective
measures are instituted. To contact the hotline, please call
1-800-424-9098.
4.3 Ethics Training
Explanation and discussion of the Company Ethics Policy and this
procedure is included in the Employee Orientation Program
5.0 Disciplinary and Corrective Action
5.1 Disciplinary Action
Disciplinary actions may be taken against employees found by the
Chief Executive Officer and the President to have engaged in
unethical conduct or to have condoned unethical conduct by
failing to report the conduct once it became known to them. In
addition to any actions taken against any such employee under the
law, disciplinary actions ranging in severity from a verbal
warning to termination of employment may be taken.
5.2 Corrective Action
The Chief Executive Officer and the President may institute
safeguards on an ad hoc basis relative to an individual, or the
entire Company in order to protect against the commission or
repeated commission of any unethical conduct.