Exhibit 14
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LIONBRIDGE TECHNOLOGIES, INC.
SUBJECT: CODE OF BUSINESS CONDUCT OF LIONBRIDGE
TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
POLICY NUMBER:
OWNER:
ORIGINAL ISSUE DATE: 10/24/02
LATEST ISSUE DATE: 10/24/02
ISSUED BY: Board of Directors of Lionbridge
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PURPOSE: To set forth and establish compliance with guidelines for
proper business conduct.
APPLIES TO: All Lionbridge subsidiaries worldwide.
POLICY: It is an important objective of Lionbridge Technologies, Inc.
and its subsidiaries (collectively, "Lionbridge") that you, as
an employee of Lionbridge, conduct your activities in
accordance with all applicable laws, rules and regulations and
the highest standards of ethical conduct. We are asking you to
affirm your commitment to this objective by reading the
guidelines set forth below and complying with them and by
annually signing the Employee Statement attached at the end of
this policy. This Code of Business Conduct (the "Code") is
designed to provide you with general guidance regarding
situations that you may encounter as an employee of
Lionbridge. If you should confront specific issues or
questions regarding the interpretation or application of the
Code, consult your manager, your local Human Resources office
or the General Counsel of Lionbridge Technologies, Inc. If you
have concerns about the Company's accounting or auditing
matters, you may report your concerns directly to the
Chairperson of Lionbridge's Audit Committee.
Company Funds and Other Assets
Funds and other assets of Lionbridge must be used only for the
legitimate business of Lionbridge and never for private or
personal gain. You may not use any funds or other assets of
Lionbridge, either directly or indirectly, for illegal
payments of any kind, including bribes or "kickbacks" of
funds. All information relating to Lionbridge and its funds
and other assets must be recorded and reported accurately and
honestly. You may not make false or misleading statements
pertaining to any information regarding Lionbridge, whether in
its books and records or in any financial, environmental or
other report to be submitted to a
governmental agency. Further, you may not make or approve any
payment or use of assets on behalf of Lionbridge with the
intention or understanding that such payment or use is for any
purpose other than that described by the supporting
documentation.
Competition
As a general matter, antitrust laws prohibit agreements,
however informal, that unreasonably restrict competition. You
should use caution with respect to the sharing with customers,
vendors or others of certain types of information such as
pricing data, projections, salary structures, or plans to
enter or exit a market. You should also be aware that in many
countries a business cannot lawfully price below cost or
engage in other activities that tend to eliminate competition
or create barriers to other companies' entering a market.
Because antitrust laws differ from country to country, and the
consequences of violating them can be severe, you should
consult the General Counsel of Lionbridge Technologies, Inc.
if questions arise regarding the application of these laws.
Confidential Information
You are obligated, during and after your employment with
Lionbridge, to maintain the confidentiality of, and not to use
for your own benefit or the benefit of third parties,
proprietary or confidential information of Lionbridge that you
receive or to which you are exposed during your employment by
Lionbridge. Such information includes, but is not limited to,
financial or operating information, personnel information,
pricing, customer lists and related information, trade
secrets, information about works of authorship, projects,
plans and proposals, and information of third parties that
Lionbridge is required to maintain as confidential. Any
questions regarding your obligations of confidentiality should
be directed to the General Counsel of Lionbridge Technologies,
Inc.
Conflict of Interest
You should at all times avoid any activity, investment or
interest that could create a conflict between your interests
and the best interests of Lionbridge. A conflict of interest
arises when your obligation to or relationship with another
party affects your independence of judgment in transactions
between Lionbridge and that other party, or otherwise
conflicts with the proper performance of your duties at
Lionbridge. Common types of conflicts of interest include
having an interest in, or otherwise having a relationship that
would result in your benefiting from, suppliers, contractors,
or other parties having a business relationship with
Lionbridge. A conflict of interest also arises in the context
of dating or intimate personal involvement between supervisors
and subordinates, which can be disruptive to the work
environment and lead to claims of discrimination or sexual
harassment. If you should become aware of a situation that
would or has the potential to create a conflict of interest,
advise your manager immediately.
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Entertainment
It is permissible from time to time for an employee of
Lionbridge to accept entertainment from vendors, suppliers and
customers provided that such entertainment is reasonable and
is not for the purpose of improperly influencing business
decisions. Employees in purchasing capacities, or who are
responsible for the engagement of service providers on behalf
of Lionbridge should, however, refrain from accepting
entertainment from vendors or suppliers except for the
infrequent and modest business lunch. What constitutes
reasonable entertainment depends on the situation, but as a
rule of thumb, the entertainment should not be of a nature
that might be considered lavish or excessive, and its value
should not exceed $50.00. Except for the occasional modest
business lunch, your acceptance of any entertainment should be
approved in advance by your manager.
Equal-Opportunity Workplace
As a company that has operations and employees in many
countries, it is important that any employee from any site be
comfortable and welcome at all other site. Lionbridge's
commitment to a policy of equal-opportunity employment means
that Lionbridge will not tolerate discrimination or harassment
of any employee based on race, color, religion, sex, sexual
orientation, marital status, age, national origin, disability,
veteran status or other factors that are unrelated to the
conduct of Lionbridge's business. Furthermore, Lionbridge will
not tolerate sexual advances, racial or religious slurs,
actions, comments or any other conduct in the workplace that
creates an intimidating or otherwise offensive or hostile
environment. Along with management, you have a responsibility
to ensure that Lionbridge maintains an environment free of
hostility. You should report to your manager or the General
Counsel of Lionbridge Technologies, Inc. any situations at
work that you consider inconsistent with this policy.
Gifts and Other Payments
As an employee of Lionbridge, you must exercise care to ensure
you neither give nor accept any gift or payment for the
purpose of unlawfully or improperly influencing business
decisions. Accordingly, you may not give or accept gifts of
more than nominal value in connection with the business of
Lionbridge. In certain instances, the refusal to accept a gift
could hurt a legitimate business interest of Lionbridge; in
such cases, it may be appropriate to accept a gift. Other than
gifts of nominal value, you may not use any funds or assets of
Lionbridge for payments, gifts or gratuities of any kind,
whether legal or illegal, which directly or indirectly inure
to the personal benefit of any party with which Lionbridge
does business. Under no circumstances shall you make or accept
bribes of any kind, or gifts of money. In some countries the
making of certain "facilitating payments" may be permitted,
but before making any such payment, you should consult with
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the General Counsel of Lionbridge. In the event that you are
in doubt or should have questions as to the appropriateness of
any gift or payment, contact the General Counsel of
Lionbridge.
Inside Information
"Material inside information" is information pertaining to
Lionbridge not known to the public that a reasonable person
would consider significant in determining whether to buy, sell
or hold Lionbridge stock. You may not buy or sell Lionbridge
stock while in the possession of material inside information,
nor may your spouse, children or other persons living in your
house. You must also refrain from revealing material inside
information to such persons and other third parties, including
your spouse, children, other relatives and friends. In order
to ensure that you do not violate the securities laws
governing trading on material inside information, you should
make certain that you are familiar with Lionbridge's "quiet
period" guidelines. You should be aware that the laws
prohibiting trading on material inside information apply to an
individual regardless of whether that individual is an
employee of Lionbridge. Our Insider Trading policy is on the
Intranet Plaza.
Political Contributions
You may not use any funds or other assets of Lionbridge for
contributions or payments to political parties, whether
foreign or domestic, political funds or organizations,
candidates for public office, or government officials or
employees. Many countries, including the United States,
prohibit certain types of political contributions by
corporations and you should consult the General Counsel of
Lionbridge Technologies, Inc. whenever you are considering
anything that might constitute a political contribution.
PROCESS: Your compliance with this Code of Conduct is of critical
importance to Lionbridge. Violations of this Code may result
in disciplinary action, including termination of employment,
and even civil or criminal sanctions. You should raise any
concerns regarding potential unethical business behavior with
your manager or your local Human Resources office, or you may
communicate directly with the General Counsel of Lionbridge
Technologies, Inc. at 950 Winter Street, Suite 2410, Waltham,
MA 02451, (781) 434-6000. The General Counsel of Lionbridge
Technologies, Inc. is Peggy Shukur. If you have concerns about
the Company's accounting, auditing or related fiscal matters,
you may report your concerns confidentially and, if you wish,
anonymously by writing directly to Lionbridge's Audit
Committee at Lionbridge Technologies, Inc., 950 Winter Street,
Suite 2410, Waltham, MA 02451, Attn: Chairperson of the Audit
Committee.
If you would prefer to report a possible violation of this
Code without identifying yourself, you may do so by calling
the Lionbridge Compliance Hotline at 1-xxx-
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xxx-xxxx and leaving a message. The General Counsel of
Lionbridge Technologies, Inc. is responsible for handling
all calls received on the hotline. Communications with the
General Counsel will be treated as confidential
communications between Lionbridge and its attorneys.
Lionbridge is committed to enforcing this Code and will not
tolerate reprisals against any employee who reports a possible
violation of the Code.
OWNER: Chief Financial Officer and General Counsel
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LIONBRIDGE TECHNOLOGIES, INC.
AND SUBSIDIARIES
ANNUAL
EMPLOYEE STATEMENT
As an employee of Lionbridge Technologies, Inc., or one of its
subsidiaries, by executing this Employee Statement I hereby acknowledge and
certify that:
(i) I have read and understand the Code of Business Conduct (the "Code")
of Lionbridge and its Subsidiaries (collectively, "Lionbridge");
(ii) I have complied, and will comply, with all provisions of the Code
during my employment with Lionbridge;
(iii) Except as I have disclosed below, I have no knowledge of any
violation of the Code;
(iv) I have disclosed below the identities of any suppliers, customers or
competitors of Lionbridge, or other third parties, in which I have an interest
or from which I receive a benefit that may create a conflict between my personal
interests and the interests of Lionbridge;
(v) I have read and understand the Statement of Company Policy Regarding
Insider Trading and agree to comply with such Statement of Company Policy; and
(vi) I have made inquiry or otherwise confirmed the applicability or
inapplicability to me of Lionbridge's Quiet Period Policy. If applicable to me,
I will comply with Lionbridge's Quiet Period Policy.
Employee Name (Print):
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Lionbridge Office:
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Signature:
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Date: ___________________________________________________________________
Disclosures:__________________________________________________________
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