EXHIBIT 14.1 -- TECHTEAM GLOBAL, INC. CODE OF BUSINESS CONDUCT
TECHTEAM GLOBAL, INC.
CODE OF BUSINESS CONDUCT
The Board of Directors and Senior Management of TechTeam Global, Inc
("TechTeam") have approved this Code of Business Conduct. It applies equally to
all employees, officers and directors of TechTeam and any of its subsidiaries.
1. OVERVIEW
Since it was founded, one of the keystones of TechTeam Global, Inc.'s success
has been integrity in its dealings with people both inside and outside TechTeam.
TechTeam is in a position of trust with respect to many external organizations
and agencies. All TechTeam personnel have a responsibility to the company, its
stockholders, customers, and other personnel to use TechTeam's funds prudently,
ethically and for the purposes for which they are designated.
As ethical conduct is the very foundation of our company, each of us, as
individuals, will:
- Help TechTeam meet its commitments to its stakeholders.
- Help safeguard TechTeam's reputation for integrity in our business
dealings.
- Be respectful, cooperative and helpful toward each other and our
business partners, never acting in an abusive, obscene or
disrespectful manner.
- Not disparage or misrepresent the company or any TechTeam employee.
- Take responsibility for our personal actions, honestly account for and
report on our activities.
- Seek assistance when we have questions about this Code of Business
Conduct or when faced with a challenging ethical question.
- Raise concerns and report any potential or actual violations of the
Code of Business Conduct, as well as any company policy and procedure,
or any law or regulation.
- Fully cooperate with any TechTeam investigation.
- Never act unethically, even when directed to do so by another person.
- Never ask or require another person to act unethically or violate this
Code or any law or regulation.
As management employees, we will:
- Ensure that all employees meet the company's ethical objectives.
- Consistently communicate and reinforce this Code of Business Conduct
and related policies and procedures to employees.
- Foster a work environment that encourages employees to act ethically
and in compliance with this Code.
- Ensure that we maintain open communication and discussion with
employees, encouraging them to ask questions and raise difficult
issues.
- Appropriately address our own or employees' ethical concerns or
reports of potential or actual misconduct in a timely manner and seek
guidance as needed.
- Demonstrate leadership by acting with respect and integrity.
2. BUSINESS RELATIONSHIPS
We want to sustain our customer's confidence in us and demonstrate that we are
worthy of their trust. We want to show our partners and suppliers that they are
valued business partners and build relationships based on
150
integrity and trust. This policy requires each individual to conduct TechTeam
business transactions with the utmost honesty, accuracy and fairness. Each
situation needs to be examined under this standard. No unethical practice can be
resorted to on the grounds that it is "customary" outside of TechTeam or that it
serves other worthy goals. Expediency should never compromise integrity.
To this end, we will:
- Transact business in compliance with the laws of the
jurisdictions in which we do business. In any instance where
TechTeam policies appear difficult to interpret or apply,
TechTeam personnel should contact the TechTeam officer with
oversight responsibility for the policy. Questions about
interpretation or application of laws and regulations should
be referred to the General Counsel.
- Adhere to and fulfill our contractual obligations, unless they
are excused. In any instance where particular contractual
requirements are difficult to interpret or apply, TechTeam
personnel should consult with senior management. Legal issues
should be referred to the General Counsel.
- Earn and maintain a reputation for integrity. As even the
appearance of misconduct or impropriety can be very damaging
to TechTeam, we will strive at all times to maintain the
highest standards of quality and integrity.
- Govern our conduct by rules of fairness, honesty, and respect
for the rights of others.
3. INTERPERSONAL AND EMPLOYEE RELATIONS
We will treat others with whom we interact on behalf of TechTeam and
within our workplace with respect and fairness.
- Abusive, harassing or offensive conduct is unacceptable,
whether verbal, physical or visual.
- We value the difference of diverse individuals. Employment
decisions are based on business reasons, such as
qualifications, talent and achievement, and will comply with
local employment laws.
- TechTeam has an open door policy, and employees are encouraged
to voice their opinions freely and report violations of the
policies of the company.
- TechTeam endeavors to keep its employees informed about the
policies, plans and progress of the company through regular
communication.
- We will respect other's privacy, but recognize that our
privacy at work is limited and subject to business needs.
- We will follow healthy and safe business practices while on
TechTeam business.
4. AVOIDING CONFLICTS OF INTEREST
Business decisions must be based upon what is in the best interest of
TechTeam, and not on personal considerations or relationships. We will:
- Ensure our personal interests do not conflict or appear to
conflict with our responsibilities to TechTeam.
- Not be employed by, consult with, own, perform services, or
aid a company that is a vendor, supplier, contractor,
subcontractor or competitor of TechTeam or in the same lines
of business.
151
- Strictly separate any outside activities from TechTeam
employment and take steps to assure outside activities do not
harm job performance at TechTeam.
- Ensure our financial interests do not create conflicts,
including with respect to securities ownership, participation
in financial offerings or acceptance of loans.
- Ensure our relations with family and friends do not interfere
with our business responsibilities, such as conducting
business with these parties.
- Not accept or offer kickbacks, lavish gifts or gratuities. We
will not accept anything that might make it appear our
judgment for TechTeam has been compromised. We will not give,
offer or promise anything of value to any prime contractor,
subcontractor or others for the purpose of improperly
obtaining or receiving favorable treatment. Nor shall we
solicit or accept anything of value from any prime contractor,
subcontractor or others for such a purpose.
- Disclose to our manager or TechTeam's General Counsel any
vendor or employee of a vendor who is related, by blood or
marriage, to us or with when we have a personal relationship.
5. USE OF COMPANY PROPERTY AND ASSETS
As we are responsible for treating all corporate assets with care and
respect, we will:
- Use company property for the purposes for which it was
intended, and protect it from loss, theft or misuse;
- Work with corporate funds in accordance with company policies,
ensuring the company receives good value in exchange for the
funds;
- Seek reimbursement only for expenses that are reasonable, in
accord with the company's business expense policy, and
otherwise authorized;
- Ensure records that we approve reflect appropriate use of
company funds, and are accurate, honest and prepared timely.
6. USE OF CONFIDENTIAL INFORMATION
Information that we use in our business is a vital TechTeam asset. This
information includes many kinds of confidential, proprietary and
private information. In this regard, we will:
- Carefully handle both TechTeam information and information
entrusted to us to assure that those who have access to this
information do not make any unauthorized disclosures of the
information, either during or after employment;
- Not trade in TechTeam or any other company's securities,
including derivatives thereof, on the basis of inside
information, even if obtained accidentally or unintentionally.
We will check with the company's General Counsel if we intend
on trading in company stock when we may have inside
information.
- Safeguard TechTeam's intellectual property rights.
7. ACCURACY OF COMPANY RECORDS
Maintaining the integrity of records is essential to meeting legal and
regulatory obligations, as well as
152
demonstrating how we conduct business with all our stakeholders.
Therefore, we are all responsible for the honesty and integrity of our
records, and we will:
- Prepare company records completely, accurately, and truthfully
in accordance with applicable company policies and procedures;
applying the highest standards in accurately recording and
accounting for discrepancies;
- Not knowingly prepare, maintain or provide false or misleading
records or data;
- Not knowingly suppress relevant information in any company
record or system;
- Record our work time honestly and carefully;
- Make sure that all financial books, records and accounts
accurately reflect transactions and events, and conform both
to required accounting principles and TechTeam's system of
internal controls.
8. REPORTING SUSPECTED VIOLATIONS
a. REPORTING TO MANAGEMENT -- Employees should report suspected
violations of applicable laws, regulations, contracts or this
Code. This reporting should normally be made initially through
standard management channels, beginning with the immediate
supervisor. Alternatively, employees may go to a higher level
of management and may also report suspected violations or
problems to the General Counsel.
b. CONFIDENTIALITY -- Such reports may be made confidentially,
and even anonymously, although the more information given, the
easier it is to investigate the reports. Raising such concerns
is a service to TechTeam and will not jeopardize anyone's
employment.
c. COOPERATION -- All employees should cooperate fully in the
investigation of any misconduct.
9. CONSEQUENCES OF VIOLATIONS OF TECHTEAM POLICIES
Each person is responsible for ensuring that his or her own conduct and
the conduct of anyone reporting to him or her fully comply with this
Code and with TechTeam's policies. Violations will result in the taking
of appropriate disciplinary action up to and including discharge from
employment. Disciplinary action will be taken in accordance with
applicable procedures. Conduct representing a violation of this Code
may, in some circumstances, also subject an individual to civil or
criminal charges and penalties.
153