Exhibit 14
INTERMET CODE OF CONDUCT
1. STATEMENT OF PURPOSE
This Code of Conduct supports our commitment to operating our business with
integrity and in compliance with all laws and regulations. Without this
commitment, we cannot maintain our reputation for honesty and fair dealing in
our relationships with others.
References in this Code of Conduct to the "Company" means INTERMET
Corporation and each of its subsidiaries or divisions. References in this Code
of Conduct to "employees" means all directors, officers and employees of the
Company.
2. COMPLIANCE WITH LAWS, REGULATIONS AND COMPANY POLICIES
All employees must observe all laws and regulations applicable to the Company's
business. Employees must also observe and follow the Company's internal
policies.
There are many federal, state and local laws and regulations applicable to
the Company's business. Examples include laws relating to the environment,
health and safety, sales and distribution, financial reporting, and employment.
Each of us is expected to become familiar with and to comply with the laws or
regulations applicable to our areas of responsibility.
In addition to laws and regulations, we are also governed by the Company's
internal operating policies and procedures. As with laws and regulations, each
of us is expected to become familiar with and observe the Company's policies and
procedures applicable to our areas of responsibility.
3. ETHICAL BUSINESS CONDUCT AND FAIR DEALING
All employees must assume a personal responsibility for cultivating and
maintaining the Company's reputation for fairness and integrity.
As representatives of the Company, we must deal honestly with customers,
suppliers, shareholders and others who come into contact with the Company's
operations. The ethical conduct of the Company depends upon the ethical conduct
of each and every employee of the Company. Although we should represent the
Company's interests zealously, we must use common sense and do so in good faith
without engaging in dishonesty.
4. INTEGRITY OF COMPANY RECORDS AND ACCURACY OF FINANCIAL REPORTING
The books and records of the Company and its subsidiaries must reflect all
transactions accurately and completely.
The integrity of the Company's financial records is paramount in our
relations with shareholders and other parties having a legitimate interest in
the Company's financial and accounting information. That integrity derives from
validity, accuracy, and
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completeness of basic information supporting entries in the Company's books of
account, and applies both to the Company's external financial reporting and
financial statements used for internal purposes.
To ensure integrity in the Company's financial records, books and records
must be maintained in all respects according to the accounting principles and
internal control procedures that the Company has adopted. No employee may make
any arrangement or engage in any conduct that results in a false or artificial
entry on any Company record or results in any inaccurate or misleading financial
report or other public disclosure. This includes employee expense reports. No
undisclosed or unrecorded fund or asset of the Company may be established for
any purpose.
All instances of such conduct must be reported immediately to the
Company's Chief Financial Officer, or to the Company's General Counsel or Audit
Committee in accordance with Section 15 of this Code of Conduct.
5. CONFLICTS OF INTEREST IN CONNECTION WITH OUTSIDE ACTIVITIES
Employees must not engage in outside interests, activities, or investments that
interfere with the performance of their duties or influence the exercise of the
employee's independent judgment on behalf of the Company.
No employee may engage in any business activity as a director, officer,
employee, or agent for a competitor, customer, or supplier of the Company unless
the activity is disclosed to and approved by the General Counsel and the
employee's site manager. The proposed activity must not present a material
conflict or appearance of conflict.
No employee or immediate family member may hold any direct or indirect
financial interest in, make any loan to, or derive any benefit from, a
competitor, customer or supplier of the Company unless the interest is disclosed
to and approved by the General Counsel and the employee's site manager. The
proposed interest must not present a material conflict or appearance of
conflict. This rule does not apply to (1) owning stock of a publicly traded
corporation so long as the total value of the stock is less than $25,000 and the
stockholding amounts to less than 1%, or (2) indirect ownership through shares
in a mutual fund, retirement fund or similar fund where the employee does not
make or influence the decision to invest in a competitor, customer or supplier.
6. RELATIONSHIPS WITH SUPPLIERS
Employees must deal with all suppliers in a way that avoids any appearance that
their exercise of independent judgment on behalf of the Company will be
influenced.
We seek suppliers that demonstrate a commitment to delivering quality
products and services. We promote and encourage equitable competition among our
existing and prospective suppliers, and we treat all suppliers evenhandedly.
Receiving gifts or entertainment from suppliers can create an impression
that employees may favor one supplier over another for reasons of personal
advantage rather than based solely on price, quality and service. The Company
does not maintain an outright prohibition on receiving gifts or entertainment.
Each of us must, however, use good judgment and be guided by the following
principles:
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An employee may accept gifts or entertainment from a supplier or
prospective supplier only if all of the following apply: (1) the gift or
entertainment is of nominal value and in a form such that it will not be
construed as a bribe or payoff, (2) giving and accepting of the gift or
entertainment is consistent with accepted ethical customs and practices, (3)
disclosure of the gift or entertainment to fellow employees would not embarrass
the employee, and (4) public disclosure of the gift or entertainment would not
embarrass the Company.
Accepting cash is never allowed.
Above all else, we should discuss with our supervisors and fellow
employees any gift or entertainment situations that seem questionable.
7. RELATIONSHIPS WITH CUSTOMERS
Employees must strive through a commitment to continuous improvement to maintain
customer satisfaction. No employee may give a customer any gifts, entertainment
or cash, or engage in any other conduct that is in violation of that customer's
policies or could otherwise be construed as a bribe, kickback or payoff.
Our positive customer relationships are built on our willingness and
ability to continuously improve on the strength of those relationships. We do
this by listening to our customers, understanding their requirements, and
delivering products and services that meet those requirements. We also do this
by dealing directly with difficult issues, and taking responsibility for our
part in correcting those issues.
Entertainment of customers is an accepted business practice. We must,
however, become fully aware of each customer's policies regarding gifts and
entertainment before approaching a customer representative. Even when gifts or
entertainment are allowed, we must be aware that giving lavish gifts or
entertainment may be interpreted as an improper bribe or payoff for obtaining
business. As with receiving gifts and entertainment from suppliers, each of us
must use good judgment and be guided by the following principles:
An employee may give gifts to or entertain a customer only if all of the
following apply: (1) the employee has confirmed that the customer does not
prohibit the activity, (2) the gift or entertainment is of nominal value and in
a form such that it will not be construed as a bribe or payoff, (3) giving of
the gift or entertainment is consistent with accepted ethical customs and
practices, (4) disclosure of the gift or entertainment to fellow employees would
not embarrass the customer employee, and (5) public disclosure of the gift or
entertainment would not embarrass the Company.
Gifts of cash are never allowed.
Secret commissions, discounts, compensation or other payments to employees
or agents of customers are strictly prohibited.
Commission or fee arrangements may be made only with persons or firms
serving as bona fide agents or sales representatives, and that have been
pre-approved by the responsible Vice President. Payments must be reasonable and
customary in relationship to the services rendered and must be properly
reflected on the Company's books. No payments may be made in cash. No payments
may be made to third persons or to bank accounts that are not in the agent's
name.
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8. COMPETITION AND RELATIONSHIPS WITH COMPETITORS
The Company supports and abides by the laws and regulations that prohibit
restraint of trade and unfair competition. In dealing with competitors all
employees must observe these laws, and avoid discussions or agreements that
might be perceived as violations of these laws.
Certain practices, such as price discrimination, price fixing and abuse of
monopoly power, are prohibited by law. The Company will abide by all such laws,
and employees are expected to seek advice from the Company's General Counsel
regarding any matter that might involve these laws.
Agreements, whether written or oral, formal or informal, with competitors
to (1) fix prices or other terms and conditions of sale, (2) allocate customers,
(3) divide markets, or (4) limit production are illegal under the antitrust
laws. Violations of these laws can be inferred from conduct and circumstances
surrounding contacts and communications with competitors.
In order to avoid any implication of an illegal agreement or understanding
with a competitor, employees should avoid contact with representatives of
competitors to the greatest extent possible. When such contacts cannot be
avoided, communications or understandings concerning prices, terms or conditions
of sale, market shares, customers, territories or bidding or refusing to bid are
strictly prohibited.
9. DEALING WITH GOVERNMENTAL AGENCIES OR OFFICIALS
Payments in any form to any governmental entity or official made for the purpose
of obtaining or retaining business or other advantage are prohibited.
There are strict legal prohibitions in the United States against payments
to governmental officials, regardless of where they are located. A limited
exception may exist for payments to foreign officials where it is customary for
facilitating payments to be made to low level employees of foreign governments
in order to obtain or expedite the performance of ministerial or clerical
duties. Such payments may be made only when reviewed and approved by the
Company's General Counsel and when the practice is usual, customary and not
prohibited by law in the country concerned. Such payments, if approved, must be
accurately disclosed on the Company's books.
10. INSIDE INFORMATION AND TRADING IN COMPANY STOCK
Employees must not use confidential inside information about the Company for
personal gain.
"Inside information" is generally information about the Company that is
not known to the public, and may include technical data regarding products and
processes, business plans, certain financial data, and possible strategic
relationships. Employees may not disclose inside information to anyone outside
the Company.
Employees also may not use inside information for personal gain, including
trading in Company stock, if the information is such that an investor would
consider the inside information important in deciding whether to invest in the
Company. When there
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is any doubt about whether possession of inside information should prohibit
trading in Company stock, the Company's General Counsel should be consulted
before trading.
11. POLITICAL ACTIVITY
Personal political activities must be conducted separate and apart from the
Company's business.
Federal law expressly prohibits the use of Company funds (including
reimbursement of personal expenditures) or Company assets for any political
candidate or political party. Under some circumstances, the Company may support
local non-partisan issues. Any such expenditure must be reviewed and approved by
the responsible Vice President and the General Counsel.
12. CONFIDENTIAL INFORMATION
Employees must preserve and protect the Company's confidential information.
Confidential information is that which is not generally known outside the
Company. Examples of confidential information include
(1) business information about the Company's sales, earnings, financial
condition, major contracts, or acquisitions or mergers,
(2) information about the Company's customers and suppliers, or
(3) the Company's trade secrets and technical know-how.
Employees routinely come into contact with confidential information in the
performance of their job duties. In addition, it is the Company's policy to keep
employees informed about the Company's operations and financial performance.
Dissemination of this information to the general public or to competitors is
harmful to all employees because it can damage the Company's business prospects.
Each employee must treat confidential information as an important asset of
the Company and maintain the confidentiality of this information by not
revealing it to competitors, customers, suppliers or others outside the Company,
unless disclosure is required in the ordinary course of the employee's duties on
behalf of the Company, and only if a confidentiality agreement is obtained from
the person to whom disclosure is made.
13. HUMAN RESOURCES
All employees must follow the Company's policies and the laws that prohibit
discrimination on the basis of race, color, creed, age, sex, national origin,
disability or other legally protected status.
Employees must make employment-related decisions, including matters
covering recruitment, hiring, promotion, demotion, transfer, discipline,
layoffs, separation, compensation and benefits, in compliance with the Company's
policy of equal employment opportunity.
Harassment of employees based on race, sex or other personal
characteristics, and retaliation against employees who have bona fide complaints
about this behavior, is strictly prohibited.
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Abusing the dignity of an employee through insulting or degrading remarks
or conduct will not be tolerated. All employees must treat each other with
courtesy and respect.
14. WAIVERS
Any waiver of any provision of this Code of Conduct for directors or executive
officers, including any waivers with respect to conflicts of interest, may be
made only by the Board of Directors or a designated committee of the Board of
Directors, and will be disclosed in accordance with applicable laws and
regulations.
15. INTERPRETATION OF THIS CODE OF CONDUCT - INVESTIGATION AND DISCIPLINARY
ACTION FOR VIOLATIONS
Employees are expected and encouraged to raise and discuss openly any questions
on the interpretation or application of this Code of Conduct. Employees must
also report any facts coming to their attention that involve the possibility of
violation of this Code of Conduct.
This Code of Conduct is necessarily general in nature. The Company
recognizes that from time-to-time situations will arise that create questions as
to whether a particular course of conduct violates this Code of Conduct. All
employees are encouraged to discuss these questions openly with their
supervisors or with fellow employees. The Company's General Counsel is also
available to help answer your questions, to help you evaluate a particular
course of conduct or to help you to understand a particular law, regulation or
policy.
The Company recognizes that the matter of reporting known or suspected
violations is a sensitive issue. However, all employees should recognize that
violations of this Code of Conduct damage the Company by tarnishing its
reputation and by creating a risk of criminal prosecution or civil liability.
This type of damage to the Company's business prospects can have a profoundly
adverse effect on the livelihoods of all employees, and on the financial well
being of our investors.
All employees must report questionable conduct or violations of this Code
of Conduct. Reports can be made in any a number of ways. A first course of
action is to talk to your supervisor, or to your local facility manager or human
resources representative. If you do not feel comfortable discussing the matter
at your location, then you should make a report to the Company's General Counsel
at the Troy headquarters either in writing (which may be made anonymously) to:
INTERMET CORPORATION
General Counsel
5445 Corporate Drive
Suite 200
Troy, Michigan 48098
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- -- or by calling the General Counsel at 248-952-2500. Employees may also make a
report through any other reporting procedure that the Company may adopt and
publish from time to time.
In addition to the above, or as an alternative, any employee having
concerns about any instance of questionable accounting, internal control or
auditing matters may make a confidential and anonymous written report directly
to the Audit Committee of the Board of Directors. Any such report should be
addressed to:
INTERMET CORPORATION
Audit Committee c/o Corporate Secretary
5445 Corporate Drive
Suite 200
Troy, Michigan 48098.
All reports of non-compliance or suspected non-compliance with this Code of
Conduct will be promptly investigated. The Company will take appropriate action
as the circumstances may warrant.
(C) 2003 INTERMET Corporation
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