EXHIBIT 14.1
MSX INTERNATIONAL, INC.
LEGAL & ETHICAL STANDARDS COMPLIANCE
PROGRAM
INTRODUCTION
MSX International, Inc., is strongly committed to compliance with all applicable
laws and ethical standards in the conduct of business. MSX International's Legal
& Ethical Standards Compliance Program represents a compilation, restatement and
reinforcement of this important company policy. This Program has the full
support and commitment of the board of directors and management and is
applicable to MSX International and all its employees worldwide.
The Program defines the legal and ethical standards governing all employees and
agents and aids in the prevention, detection, and reporting of conduct which
violates these standards and could subject to the Company and its employees to
criminal, as well as civil, liability. All employees and agents should carry out
their responsibilities lawfully and avoid situations which impair the
performance of their official responsibilities or which may have the appearance
of impropriety. Avoidance and deterrence of unlawful conduct is every employee's
responsibility. Adherence to these guidelines is vital. It must be part of our
business routine, our commitment to quality and fulfillment of our role as a
good corporate citizen.
Circumstances not specifically covered by these standards should be resolved in
accordance with the general principles outlined in the standards as well as in
the various MSX International policy statements. Any questions about these
standards or any ethical, legal or compliance requirements should be addressed
to your supervisor or to one of our Corporate Attorneys, Shannon Nichols or Lea
Wilson.
Each designated employee will acknowledge in a signed and dated document that
the employee has received and read the MSX International Legal and Ethical
Standards Compliance Program, and that the employee understands it and agrees to
abide by it.
CONFLICTS OF INTEREST
All employees and agents must avoid any situation which does or may involve a
conflict between their personal interests and the interests of MSX
International, including its subsidiaries and affiliates. Each employee and
agent has an obligation, at all times, to promote MSX International's best
interests. "Agents" include consultants, independent contractors and others for
whom a significant portion of their occupation is on behalf of MSX
International.
A conflict of interest exists when an employee's or agent's personal or family
activities or financial affairs might adversely influence the judgement or
loyalty required for the performance of ones duties to MSX International. If an
employee or agent suspects even the appearance of a conflict of interest or is
in doubt about a particular situation, the employee should promptly notify his
or her supervisor or the Legal Department of MSX International.
While it is impossible to list every possible conflict of interest, the
following will serve as a guide to the types of activity that might cause
conflicts (whether engaged in directly or indirectly through an organization
with which the employee or agent is associated):
Ownership, either directly or through an intermediary, by an employee or agent
or any close relative (e.g., spouse, children, parents, brothers, sisters, and
in - laws) of a significant financial interest in any outside business
organization which does business with, or is a competitor of, MSX International,
except where such interest consists of ownership of listed securities of a
publicly owned corporation.
Performance by an employee or agent (other than on behalf of MSX International)
of services of any nature for an outside business organization which does
business with, or is a competitor of MSX International, or any employment or
substantive business activities on behalf of an outside concern while employed
or engaged by MSX International.
Acceptance by an employee or agent or any close relative of gifts of more than
token value, loans (other than from established financial institutions on terms
and in amounts which would be available to the employee or agent from other
financial institutions), excessive entertainment or substantial favors from any
outside business organization which does or is seeking to do business with, or
is a competitor of MSX International. An employee or agent of MSX International
should not provide gifts, entertainment or anything else of value to
representatives of any outside business in violation of that organization's
policies.
Actions on behalf of MSX International by an employee or agent in any
transaction in which the employee or agent or close relative has a personal
interest.
Unauthorized disclosure or use of confidential MSX International information or
that of its customers.
Competition with MSX International by an employee or agent, directly or
indirectly, in the purchase or sale of property or services or property rights
or interests.
Obtaining or attempting to obtain any financial or other personal benefit from
or arising out of a transaction to which MSX International is a party or as a
condition to a supplier's or customer's ability to do business with MSX
International.
Such activities, and any others where there is a question regarding possible
non-compliance with this Compliance Program, should be fully and promptly
reported to the Legal Department of MSX International.
SPECIFIC REGULATED AREAS
ANTITRUST
Federal and state laws define price-fixing and various other forms of
anti-competitve business conduct as criminal violations. MSX International
complies with these antitrust laws, as well as the antitrust laws of the
countries in which it does business. Antitrust laws seek to promote unrestrained
competition. Violations can result in severe criminal penalties for MSX
International and fines and imprisonment for offending employees. Liability in
civil suits can result in payment of massive damage awards and exclusion from
entire areas of business activity. MSX International, Inc. has a separate policy
statement on antitrust compliance policy that is available upon request from the
Legal Department of MSX International.
ENVIRONMENT, HEALTH AND SAFETY
Federal and state laws strictly regulate the handling and disposal of hazardous
chemicals and substances and work place safety. MSX International has a staff of
qualified technical personnel who are assigned the responsibility of
coordinating with operations to assure compliance with all such laws. Violations
of such laws or the failure to report circumstances posing substantial threats
to human health, the environment or work place safety are serious matters which
can have criminal ramifications and are contrary to the policy of MSX
International.
INSIDER TRADING
You may, from time to time, in your capacity as an MSX International employee or
agent, come into possession of material, non-public information concerning MSX
International or another company which is publicly traded or has Securities and
Exchange Commission reporting requirements. Material information is information
which, if disclosed to the investing public, might affect the price of
outstanding securities of the company involved. All such information is
proprietary to MSX International. You are obligated, at all times, to preserve
the confidentiality of such proprietary information and are prohibited while in
the possession of such material, non-public information concerning any such
company from purchasing or selling the securities of that company. If you have
any questions regarding your ability to purchase or sell a security when you are
in the possession of non-public information regarding the issuer of the
security, you should consult with the Legal Department of MSX International.
CUSTOMS AND EXPORT/IMPORT REGULATIONS
AND FOREIGN MARKETING PRACTICES
If you are in any way involved in the import or export of products, you are
responsible for compliance with extensive regulations regarding the importation
and labeling of foreign made products and purchases from and sales to persons in
interdicted countries (e.g. North Korea, Cuba, Iran, Libya, Iraq, and Angola).
Countries are, from time to time, added to or deleted from the listings. Any
questions regarding compliance should be referred to the Legal Department of MSX
International.
The Foreign Corrupt Practices Act (FCPA) prohibits MSX International and its
employees from making or offering to make payments of money, products or
services to any foreign government official or government employee to any
foreign political party. The FCPA also bars the making or offering of such
payments through third party intermediaries.
If you have any concern that a payment you are thinking of making, offering or
authorizing will violate the FCPA, do not act without the prior review and
approval of the Legal Department of MSX International. If you violate the FCPA,
you subject MSX International and yourself to severe civil and criminal
penalties.
In countries outside the USA, MSX International employees must obey American and
foreign laws relating to gifts and entertainment for public employees and may
not engage in any illegal activity to obtain or retain business.
MSX International observes the laws of foreign countries in which it operates.
IMMIGRATION
Federal law regulates the employment of foreign nationals within the
United States. Several government agencies (Bureau of Citizenship and
Immigration Services, the Department of Labor, the Department of State and
Michigan Department of Career Development) are charged with enforcement of the
Immigration & Naturalization Act. Any petitions, letters of support and
supporting data must be true and accurate. All immigration laws must be strictly
observed.
TRANSACTIONS WITH THE GOVERNMENT
It is MSX International's policy to comply with all government laws, regulations
and contract provisions.
Data submitted to a governmental agency must be true and accurate. Deviation
from any contract specifications, without prior written government
authorization, is prohibited. Classified information may not be solicited or
possessed without government authorization.
Employees must understand and abide by regulations prohibiting them from giving
to government personnel, directly or indirectly, entertainment, gifts,
gratuities or other business courtesies that might be acceptable in the private
sector. Prohibitions include:
Payments, gifts or the offering or facilitation of payments or gifts of anything
of value directly or indirectly by or on behalf of MSX International:
To any political party, political committee or other political organization, or
to an official of any such political group;
For the benefit of any candidate for political office;
To any representative of a government or a governmental instrumentality
(including, for example, a government owned business) for the purpose of
obtaining or paying for influence or affecting any action by any government or
governmental official or instrumentality; or
To any other person while knowing or having reason to know that all or a portion
of such payment or gift will be offered, given or promised, directly or
indirectly, to any person or organization referred to in clauses (a) or (b) or
for a purpose described in clause (c).
The use of any of MSX International's facilities by government officials,
political organizations or officials or their agents.
The giving or bribes, directly or indirectly, to obtain business for the
Company.
The making of false, artificial or misleading entries in the books or records of
the Company.
Making dishonest or fraudulent statements to third parties, such as customers,
suppliers or government officials.
This listing is not, of course, exhaustive, and the existence of certain of the
listed activities may not, in itself, necessarily involve a violation of this
Compliance Program. However, the likelihood is that any of these practices will
involve such a violation and will, in addition, involve a violation of Federal
or state laws. Knowledge of the possible existence of any of such practices, or
of any other practices where there is a question regarding possible
non-compliance with this Compliance Program, should be fully and promptly
reported to the Legal Department of MSX International.
COMPLIANCE PROCEDURES
A. REPORTING SUSPECTED, ILLEGAL, OR UNETHICAL OR UNACCEPTABLE BEHAVIOR
Any employee or agent who, during the course of employment, learns of illegal or
unethical conduct or potentially illegal, unethical or unacceptable conduct by
others, including, but not limited to, any violation of this Program or believes
that he or she has been requested or required to engage in an illegal or
unethical act or an act which would constitute a violation of this Code, must
report that information promptly to:
His or her supervisor, who shall transmit the information to the Legal
Department of MSX International and Human Resources Department, or
Directly to the Legal Department of MSX International and/or Human Resources
Department, or
To MSX International's Alert Line for Corporate Compliance at 877-430-4378. The
entity handling the Alert Line for MSX International shall report the call to
the Human Resource Department of MSX International for further investigation.
The report may be made anonymously. MSX International will not retaliate against
an employee or agent for making a report. However, filing a report which the
employee or agent knows to be false will subject that employee or agent to
appropriate discipline.
INVESTIGATION
Upon receiving a report of illegal or unethical conduct or potentially illegal
or unethical conduct, the Legal Department or Human Resources Department of MSX
International shall promptly:
Determine whether the report merits investigation.
Conduct an investigation, if warranted.
Report to other members of Management, when appropriate.
DISCIPLINE
If, after investigation, it is determined that illegal, unethical or
unacceptable conduct has occurred, the matter will be referred to appropriate
management personnel for:
Discipline of the wrongdoer(s) by the appropriate sanction, up to and including
dismissal, as authorized by MSX International's employment policies.
Discipline of the responsible individual(s), if any, who reasonably should have
prevented, detected or reported the wrongdoing.
DISCLOSURE TO AUTHORITIES
If it is determined that criminal activity has occurred, the Legal Department of
MSX International, shall also:
Where warranted, report the activity to the appropriate governmental
authorities.
Cooperate with these authorities to the extent required by law.
MONITORING
All executives and management personnel are responsible on an ongoing basis for
taking appropriate steps to monitor compliance by their subordinates and agents
with the standards and procedures of the Legal and Ethical Standards Compliance
Program.
EMPLOYEE EDUCATION
Communication and education programs will keep employees updated and will
re-emphasize compliance standards, ethics, rules and procedures, along with
other business behaviors needed to comply with this Program and with applicable
laws and regulations. All officers and general managers of subsidiary companies
and divisions are responsible for communicating effectively to all those
employees and agents under their authority the standards and procedures of the
Legal and Ethical Standards Compliance Program.
MSX INTERNATIONAL INC.'S STANDARDS OF ETHICAL CONDUCT FOR MANAGEMENT ACCOUNTING
AND FINANCIAL MANAGEMENT PROFESSIONALS
Each of you as management accounting and financial management professionals at
MSX International, Inc. ("MSXI") have an obligation to the public, your
profession, MSXI, and yourselves, to maintain the highest standards of ethical
conduct. In recognition of this obligation, MSXI has adopted the following
standards of ethical conduct to govern our management accounting and financial
management professionals. Adherence to these standards, both domestically and
internationally, is integral to MSXI achieving its objectives related to ethical
accounting and financial management practices. Each of you in your roles as
management accounting and financial management professionals shall not commit
acts contrary to these standards nor shall you condone the commission of such
acts by others within MSXI.
COMPETENCE
Each of you as a management accounting and financial management professional
have a responsibility to:
Maintain an appropriate level of professional competence by ongoing development
of your knowledge and skills.
Perform your professional duties in accordance with relevant laws, regulations,
and technical standards.
Prepare complete and clear reports and recommendations after appropriate
analyses of relevant and reliable information.
CONFIDENTIALITY
Each of you as a management accounting and financial management professional
have a responsibility to:
Refrain from disclosing confidential information acquired in the course of your
work except when authorized, unless legally obligated to do so.
Inform subordinates as appropriate regarding the confidentiality of information
acquired in the course of their work and monitor their activities to assure the
maintenance of that confidentiality
Refrain from using or appearing to use confidential information acquired in the
course of your work for unethical or illegal advantage either personally or
through third parties.
INTEGRITY
Each of you as a management accounting and financial management professional
have a responsibility to:
Avoid actual or apparent conflicts of interest and advise all appropriate
parties of any potential conflict.
Refrain from engaging in any activity that would prejudice your ability to carry
out your duties ethically.
Refuse any gift, favor, or hospitality that would influence or would appear to
influence your actions.
Refrain from either actively or passively subverting the attainment of MSXI's
legitimate and ethical objectives.
Recognize and communicate professional limitations or other constraints that
would preclude responsible judgment or successful performance of an activity.
Communicate unfavorable as well as favorable information and professional
judgments or opinions.
Refrain from engaging in or supporting any activity that would discredit the
company.
OBJECTIVITY
Each of you as a management accounting and financial management professional
have a responsibility to:
Communicate information fairly and objectively.
Disclose fully all relevant information that could reasonably be expected to
influence an intended user's understanding of the reports, comments, and
recommendations presented.
COMPLIANCE PROCEDURES
A. Reporting suspected unethical or unacceptable behavior
Any employee or agent who, during the course of employment, learns of
unethical conduct or potentially unethical or unacceptable conduct by
others, including, but not limited to, any violation of these Standards
of Ethical Conduct or believes that he or she has been requested or
required to engage in an unethical act or an act which would constitute
a violation of these Standards, must report that information promptly
to:
1. His or her supervisor, who shall transmit the information to
the Legal Department of MSX International and Human Resources
Department, or
2. Directly to the Legal Department of MSX International and/or
Human Resources Department, or
3. To MSX International's Alert Line for Corporate Compliance at
877-430-4378. The entity handling the Alert Line for MSX
International shall report the call to the Human Resource
Department of MSX International for further investigation.
The report may be made anonymously. MSX International will not retaliate against
an employee or agent for making a report. However, filing a report which the
employee or agent knows to be false will subject that employee or agent to
appropriate discipline.
Contact with levels above the immediate superior should be initiated only with
the superior's knowledge, assuming the superior is not involved. Except where
legally prescribed, communications of such problems to authorities or
individuals not employed or engaged by the organization is not considered
appropriate.
Clarify relevant ethical issues by confidential discussions with an objective
advisor to obtain a better understanding of possible courses of action. -
Consult your own attorney as to legal obligations and rights concerning the
ethical conflict.
If the ethical conflict still exists after exhausting all levels of internal
review, there may be no other recourse on significant matters than to resign
from the organization and to submit an informative memorandum to an appropriate
representative of the organization. After resignation, depending on the nature
of the ethical conflict, it may also be appropriate to notify other parties.
B. INVESTIGATION
Upon receiving a report of unethical conduct or potentially unethical
conduct, the Legal Department or Human Resources Department of MSX
International shall promptly:
1. Determine whether the report merits investigation.
2. Conduct an investigation, if warranted.
3. Report to other members of Management, when appropriate.
C. DISCIPLINE
If, after investigation, it is determined that unethical or
unacceptable conduct has occurred, the matter will be referred
to appropriate management personnel for:
1. Discipline of the wrongdoer(s) by the appropriate sanction, up
to and including dismissal, as authorized by MSX
International's employment policies.
2. Discipline of the responsible individual(s), if any, who
reasonably should have prevented, detected or reported the
wrongdoing.
D. DISCLOSURE TO AUTHORITIES
If it is determined that criminal activity has occurred, the Legal
Department of MSX International, shall also:
1. Where warranted, report the activity to the appropriate
governmental authorities.
2. Cooperate with these authorities to the extent required by
law.
E. MONITORING
All financial and accounting personnel are responsible on an ongoing
basis for taking appropriate steps to monitor compliance by their
subordinates and agents with these Standards for Ethical Conduct.
F. EMPLOYEE EDUCATION
Communication and education programs will keep employees updated and
will re-emphasize compliance standards, ethics, rules and procedures,
along with other business behaviors needed to comply with this Program
and with applicable laws and regulations. All officers and general
managers of subsidiary companies and divisions are responsible for
communicating effectively to all those employees and agents under their
authority these Standards for Ethical Conduct.