EXHIBIT 14.1
CENTURY ALUMINUM COMPANY
CODE OF ETHICS
INTRODUCTION
Century Aluminum Company is committed to the highest standards of honest
and ethical behavior and integrity in carrying out its business activities. This
Code sets forth guidelines for deterring wrong-doing and promoting conduct in
accordance with such standards.
Many laws regulate business conduct, and the potential for conflict between
personal and business interests is ever-present. No set of rules can cover all
possible situations. The Company must rely on employees' good judgment and high
moral standards as the principal guide to ethical conduct.
This Code also should guide the behavior of family, business associates and
others with whom employees share close relationships to the extent that the
employee is in a position to influence such behavior and to the extent that such
behavior may reflect on the employee or the Company.
AVOIDANCE OF CONFLICTS OF INTEREST
Century requires that employees act in good faith and in the best interests
of the Company. No employee should become involved in any situation where he or
she might profit or benefit as a result of any relationship or act that is not
in the best interests of the Company. An employee should never represent the
Company in any matter in which he or she or any family member has any interests
- - direct or indirect - or from which he or she may benefit personally, unless
such interest has first been disclosed to, and approved by, the Company.
An employee's position with the Company should not be used for personal or
family benefit or to influence or gain favors from public officials, suppliers,
customers or others. In short, every employee should take care at all times to
avoid placing himself or herself in a position where even the appearance of a
conflict of interest might exist. Employees' conduct must consistently reflect a
commitment to impartiality and fairness in every respect.
COMPETITIVE ACTIVITIES
Employees are expected to avoid any outside interest that might conflict
with their loyalty to the Company or their commitment to its values. They should
neither invest in competitor's businesses nor act on behalf of competitors.
Investments in stocks of broadly-owned, publicly traded, companies that compete
with the Company are permissible only if they are not so significant as to
affect the employee's efforts on behalf of and loyalty to the Company.
GIFTS
Business-related gifts or free services beyond ordinary business practice
may not be accepted. Gifts or sample products that are of token or insignificant
value may be accepted if returning them would be awkward. Gifts beyond this
level should be promptly returned with a courteous note explaining the Company's
policy.
OUTSIDE EMPLOYMENT
Employees must exercise care and good judgment in accepting outside
employment to assure that such employment does not conflict with, or affect the
performance of, such employees' responsibilities to the Company. If an employee
has any question about the propriety of outside employment, the employee should
discuss the matter with his or her supervisor.
POLITICAL ACTIVITY
Employees, as private individuals, are free to contribute to and work for
political parties, causes or candidates and to participate in debate on issues
of the day. However, political contributions by corporations are regulated by
state and federal laws, and in some cases are prohibited. Therefore, in no case
may an employee's personal opinions or financial contributions be represented as
a Company opinion, contribution or endorsement.
CONFIDENTIAL INFORMATION AND TRANSACTIONS
IN CENTURY ALUMINUM SECURITIES
From time to time, employees might have important information about Century
that has not been disclosed to the public. All such information must be treated
as confidential, may not be used in an attempt to profit personally, and may not
be disclosed to family members, friends or others outside the Company. In
particular, neither employees nor their family members or friends may use such
confidential information as a basis for trading in Century Aluminum Company
stock. Should an employee have any doubt as to the propriety of buying or
selling Century Aluminum Company shares, he or she must ask a member of senior
management for guidance.
Nonpublic information concerning other businesses, to which an employee may
have access as a result of his or her connection with the Company, must also be
treated as confidential and may not be used, directly or indirectly, for
personal gain.
It is important to keep in mind that unauthorized disclosure of sensitive
nonpublic information to third parties - even to family and friends - could be
harmful to the Company and subject the employee who made the disclosure to
personal liability if the third party were to act on the information or pass it
on.
FAIR COMPETITION
The Company is committed to fair competition, and it expects its employees
to treat customers, suppliers and competitors fairly and honestly and in
compliance with the antitrust laws. These laws prohibit a wide range of
transactions and practices. No agreement or understanding may be made with
competitors to fix or control prices, to allocate products, markets or
territories, to boycott certain customers or suppliers, or to refrain from or
limit the manufacture, sale or production of any product.
COMPLIANCE WITH LAWS
It is the policy of the Company to comply with all laws, rules and
regulations applicable to its business. The Company expects its employees to
conduct their personal and business dealings in accordance with the letter,
spirit and intent of all applicable laws, rules and regulations and to refrain
from any form of illegal, dishonest or unethical conduct.
EQUAL EMPLOYMENT OPPORTUNITY
The Company is committed to promoting equal employment opportunity in all
of its operations. It is the Company's policy not to discriminate against any
employee or applicant for employment because of race, color, religion, sex,
sexual orientation, age, national origin or disability and to comply fully with
all laws prohibiting discrimination and promoting opportunity and advancement in
employment.
PROTECTION OF ENVIRONMENT
The Company is committed to the environmental soundness of its operations.
In keeping with this commitment, the Company will continue to pursue efforts to
reduce its potential for generating hazardous wastes, to
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closely supervise the handling, storage and disposal of all hazardous materials
at its operations in full compliance with applicable federal, state and local
environmental regulations, and to encourage employees to report any improper
handling of hazardous substances to supervisors or members of senior management.
EMPLOYEE SAFETY
The Company is committed to providing a safe working environment for all of
its employees. It is the Company's policy to comply fully with all applicable
federal, state and local health and safety laws, rules and regulations.
USE OF ILLEGAL SUBSTANCES
The Company is committed to the principle of a drug-free workplace, and it
will not tolerate substance abuse in the workplace. For the protection of
employees, customers and the public, the Company seeks to avoid hiring, or
retaining in employment, those who use illegal substances.
ACCURACY OF BOOKS AND RECORDS
The maintenance of accurate records is critical. The Company and its
officers must assure that it makes 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 it. Accordingly, each
employee is charged with keeping or completing accurate records with respect to
his or her employment and areas of responsibility. Such records must be
truthfully and carefully recorded, maintained in compliance with approved record
retention programs and reported on a timely basis and in a manner that will
enable the Company to meet the disclosure requirements described above.
COMPANY ASSETS
It is imperative that all Company assets and resources be treated with the
same respect and diligence as personal assets and that employees be alert to
opportunities for cost-effective use of Company assets and resources. Employees
may not use Company assets or resources for personal benefit or gain or for any
illegal purpose.
REPORTING OF CODE VIOLATIONS
It is essential that violations of any provision of this Code of Ethics be
promptly reported. Such reports should be directed to the Company's General
Counsel, Gerald J. Kitchen at:
Century Aluminum Company
2511 Garden Road, Bldg. A, Ste. 200
Monterey, CA 93933
Phone: 831-642-9366 or Fax: 831-642-9328
Email: jkitchen@centuryca.com
If you feel Company management does not adequately respond to your concerns
following your report to the Company's General Counsel, you should contact the
Chairman of the Audit Committee of the Company's Board of Directors, John P.
O'Brien at:
Inglewood Associates, Inc.
14 Water Street
Chagrin Falls, OH 44022
Phone: 440-247-1681
Email: jobriensr@aol.com
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ACCOUNTABILITY FOR ADHERENCE TO CODE
Employees will be held fully accountable for adherence to the letter and
the spirit of this Code of Ethics.
FURTHER INFORMATION
This Code is necessarily general. If you have any question about its
applicability to a particular situation, please consult with your supervisor or,
in appropriate circumstances, with the Company's General Counsel, Gerald
Kitchen, whose contact information is set forth above.
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