Exhibit 14.1 Code of Ethics
AMERICAN LOCKER GROUP INCORPORATED
Code of Business Conduct and Ethics
Introduction
This Code of Business Conduct and Ethics (this "Code") is designed to give
employees, officers and directors of the Company (collectively, "Participants")
guidance in recognizing and dealing with ethical issues, provide mechanisms for
reporting unethical conduct and foster a culture of honesty and accountability.
All Participants must conduct themselves in accordance with this Code, and
violators will be subject to disciplinary action.
1. Conflicts of interest.
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A "Conflict of Interest" occurs when an individual's private interest
improperly interferes with the interests of the Company. A Conflict of Interest
may arise when (a) a Participant takes actions or has interests that may make it
difficult to perform his or her Company work objectively and effectively, (b) a
Participant, or a member of his or her family, receives improper personal
benefits as a result of his or her position in the Company, (c) a Participant,
or a member of his or her family, serves as a director, officer, employee or
agent for a competitor of the Company, or (d) a Participant, or a member of his
or her family, receives a loan (or guarantee of an obligation) from the Company.
Conflicts of Interest are prohibited by this Code, except as provided in
guidelines approved by the Board of Directors. It is impossible to list all
situations or relationships that might create a Conflict of Interest. If a
Participant is unsure whether a particular set of circumstances creates a
Conflict of Interest, he or she should follow the procedures outlined in Section
9(a) below.
2. Corporate Opportunities.
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Participants are prohibited from taking for themselves personally business
opportunities discovered through the use of corporate property, information or
position without the consent of the Board of Directors. Participants may not use
corporate property, information, or position for improper personal gain.
Employees are prohibited from directly or indirectly competing with the Company.
Participants owe a general duty to the Company to advance its interests when the
opportunity to do so arises.
3. Confidentiality.
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Participants must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the Company's Chairman or President or mandated by applicable
laws, rules or regulations. Confidential information includes non-public
information that might be of use to competitors, or whose disclosure might be
harmful to the Company or its customers, if disclosed.
4. Fair dealing.
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The Company strives to outperform its competition with superior performance
and without the use of unethical or illegal practices. Accordingly, Participants
should endeavor to respect the rights of and deal fairly with the Company's
customers, suppliers, competitors and employees. For example, Participants
should not (a) give cash (or cash equivalent) gifts to any person or entity in
the course of Company duty, (b) spread rumors about competitors, customers or
suppliers that the Participant knows are false, (c) intentionally misrepresent
the nature or quality of the Company's products and services, or (d) otherwise
take unfair advantage of anyone through unfair-dealing practices.
5. Protection and proper use of company assets.
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Participants should endeavor to protect the Company's assets and ensure
their efficient use. Theft, carelessness and waste have a direct impact on the
Company's profitability. Company assets should not be used for non-Company
business, except that incidental personal use may be permitted.
The obligation of Participants to protect the Company's assets includes its
proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate
Company policy. It could also be illegal and result in civil or even criminal
penalties.
6. Compliance with laws, rules and regulations (including insider trading
laws).
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Participants must obey the laws, rules and regulations of the cities,
states and countries in which the Company operates, including insider trading
laws. Participants must seek advice from supervisors, the Company's Chairman or
President or other appropriate personnel when unsure about what is required by
applicable laws, rules and regulations.
7. Special Ethical Obligations of the Chief Executive and Senior Financial
Officers.
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It is Company policy to make full, fair, accurate, timely and
understandable disclosure in compliance with all applicable laws, rules and
regulations in all reports and documents that the Company files with, or submits
to, the Securities and Exchange Commission and in all other public
communications made by the Company. The Company's Chief Executive Officer, Chief
Financial Officer and Chief Accounting Officer (or persons performing similar
functions) (together, "Senior Officers") are each required to abide by this
policy and to promote compliance with this policy by all employees. Each Senior
Officer also has the following specific responsibilities:
o Exercise leadership in creating a culture of high ethical standards and
commitment to compliance, maintain a work environment that encourages employees
to raise concerns, promptly address employee compliance concerns, and act in an
honest and ethical manner.
o Promptly bring to the attention of the Company's Board of Directors any
material information of which he or she becomes aware that affects the
disclosures made by the Company in its public filings.
o Promptly bring to the attention of the Company's Board of Directors and
Audit Committee any information he or she may have concerning (a) significant
deficiencies in the design or operation of internal controls that could
adversely affect the Company's ability to record, process, summarize and report
financial data and (b) 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.
o Promptly bring to the attention of the Company's Chairman or President
any information he or she may have concerning any violation of this Code by any
member of management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.
o Promptly bring to the attention of the Company's Chairman or President
and Audit Committee 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.
8. Waivers.
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Any waiver of this Code for executive officers or directors may be made
only by the Board of Directors or a committee thereof and will be promptly
disclosed as required by applicable laws or stock exchange regulations.
9. Compliance Procedures.
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Participants should endeavor to promote ethical behavior and prompt and
consistent action against violations of this Code.
(a) Questions Under the Policy.
If a Participant is unsure whether a situation might involve a violation of
this Code, he or she should seek guidance before acting. If in doubt,
Participants should take the following steps:
o Gather sufficient facts to evaluate the situation, and use common
sense to determine whether unethical or illegal behavior might be
involved.
o Discuss the situation with a supervisor.
o Discuss the situation with the Company's Chairman or President if (i)
the Participant believes that the supervisor is not an appropriate
person with whom to discuss the situation or (ii) the Participant
considers the supervisor's response inadequate.
(b) Reporting Violations.
Participants have a duty to report violations or suspected violations of
this Code or any violation, of laws, rules or regulations to the Company's
Chairman or President. If a Participant's situation requires that his or her
identity be kept secret, the Participant's anonymity will be protected to the
extent permitted by law. It is the policy of the Company to not permit
retaliation against Participants for such reports that are made in good faith.
10. No Rights Created
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This Code of Business Conduct and Ethics is a statement of certain
fundamental principles, policies and procedures that govern the Company's
employees, officers and directors in the conduct of the Company's business. It
is not intended to and does not create any rights in any employee, customer,
client, supplier, competitor, shareholder or any other person or entity.