Exhibit 14
CODE OF CONDUCT AND ETHICS OF
SL INDUSTRIES, INC.
JANUARY 2004
Employment by SL Industries, Inc. or its subsidiaries (collectively, the
"Company") carries with it the duty and responsibility to be constantly aware of
the importance of ethical conduct when dealing with competitors, suppliers,
customers and other employees. Each of us, whether an employee, officer,
director, agent or representative, has an individual responsibility to deal
ethically in all aspects of the Company's business and to comply fully with all
laws, regulations, and Company policies. Each individual is expected to assume
the responsibility for applying these standards of ethical conduct and for
acquainting himself or herself with the various laws, regulations, and group
policies applicable to his or her assigned duties. This Code of Conduct and
Ethics (the "Code") is applicable not only to the conduct of each employee of
the Company, but also to the conduct of any associate or relative of such
employee in regard to the Company. For the purposes of this Code, a relative is
any person who is related by blood, marriage or adoption or whose relationship
with the employee is similar to that of persons who are related by blood,
marriage or adoption. For the purposes of this Code, an associate of a person is
(1) a corporation or other entity of which such person is an officer or partner,
or is, directly or indirectly, the beneficial owner of 10 percent or more of any
class of equity securities; and (2) any trust or other estate in which such
person has a substantial beneficial interest or as to which such employee serves
as trustee or in a similar capacity. In complying with the Company's Code, each
of us is expected to exercise high standards of integrity and good judgment and
to apply the following guiding principles:
1. CONFLICTS OF INTERESTS. You must avoid any "conflict of interest",
which occurs when an individual's private interest interferes in any
way, or even appears to interfere, with the interest of the Company as
a whole. Such a conflict of interest can arise when (i) you take
actions or have an interest that makes it difficult to perform Company
work objectively or effectively, (ii) you or your family receive
improper personal benefits as a result of your position in the Company
and (iii) you or your family receive a loan or a guarantee of an
obligation from the Company. To this end, you should never accept any
gift, favor, entertainment or anything else of value from a current or
prospective person or organization that does or desires to do business
with the Company (other than gifts that are consistent with customary
business practices, are not gifts of value, would not be viewed as
improper by others and do not violate applicable laws or regulations).
Should a potential conflict of interest arise, please contact the
officer provided below.
2. USURPATION OF CORPORATE OPPORTUNITIES. You owe a duty to the Company to
advance the Company's legitimate interests when the opportunity to do
so arises. You must refrain from taking part or exercising influence in
any transaction in which your personal interest may conflict with the
best interests of the Company, including (i) taking for yourself
personally opportunities that are discovered through the use of Company
property, information or position, (ii) using Company property,
information or position for personal gain, and (iii) competing with the
Company.
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3. FAIR DEALING. You must endeavor to deal fairly with the Company's
customers, suppliers, competitors and employees. You must not take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any
other unfair-dealing practice.
4. PROTECTION AND PROPER USE OF COMPANY ASSETS. You must 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 for legitimate business purposes. You
should cooperate with your coworkers and supervisors in the use of the
Company's materials, equipment and facilities, and refrain from using
them for non-business purposes.
5. CONFIDENTIALITY. You must exercise good judgment in the use of
information you may acquire in the course of doing Company business
including, but not limited to, methods of operations, sales, products,
profits, costs, markets, key personnel, licenses, trade secrets and
other know-how of the Company. You must maintain the confidentiality of
all such information, except when disclosure is authorized or legally
mandated.
6. COMPLIANCE WITH LAWS, RULES AND REGULATIONS. You must comply with all
laws, rules, regulations, policies and guidelines applicable to the
Company, including insider-trading laws. You must never induce or
encourage employees to engage in illegal or unethical conduct.
7. EQUAL OPPORTUNITY EMPLOYMENT. You must conduct yourself in a manner to
provide fair and equal opportunity to all employees regardless of race,
color, sex, sexual orientation, religion, age, national origin,
veteran's status or disability and to avoid harassment or unequal
treatment of co-employees, as well as to strive to establish and
maintain a work environment that is free from intimidation, threats or
violent acts and the effects of alcohol and drug abuse.
8. ADDITIONAL REQUIREMENTS. You must conduct yourself in an honest manner
and advance the interests of the Company. To this end, you must:
a. Treat all employees with dignity and respect their individual
rights;
b. Be mindful of the health and safety of all Company employees;
c. Conduct yourself as a responsible and useful corporate citizen
to enhance the communities within which we work;
d. Never make a payment, contribution, gift or provide services
or facilities to a public official on behalf of the Company
(you are free to contribute personal time or funds to any
political candidate or party without expectation of
reimbursement or time off from work to conduct political
activities);
e. Make business decisions that are in the best interests of the
Company;
f. Fully and fairly disclose the financial condition and results
of operations of the Company in accordance with applicable
accounting principles, laws, rules and regulations, and in
such connection, to keep the books and records of the Company
so as to fully and fairly reflect all Company transactions;
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g. Provide full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company files
with or submits to regulatory authorities, as well as in
financial government, stockholder and other internal or
external reports, certifications, documentation or audits;
h. Implement Company programs, systems, practices or procedures
or changes thereto required to enforce this Code of Ethics
and/or to avoid ethical problems; and
i. Promptly report knowledge of any illegal or improper activity
or violations of laws, rules, regulations or this Code of
Ethics to the officer provided below or any supervisor,
manager or other appropriate personnel of the Company. The
Company will not allow any retaliation for reports made in
good faith.
Failure to comply with this Code of Ethics may result in disciplinary actions,
including warnings, suspensions, termination of employment or such other actions
as may be appropriate under the circumstances.
Violations of this Code of Ethics must be reported promptly to the Vice
President-Finance and Administration of the Company or the Chairman of the Audit
Committee of the Board of Directors. Any questions pertaining to this Code of
Ethics policy are to be directed to the officer provided above or the Chairman
of the Audit Committee.
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