EXHIBIT 14
WESTLAKE CHEMICAL CORPORATION
AND SUBSIDIARIES
(THE "COMPANY")
MARCH 1, 2004
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER,
PRINCIPAL FINANCIAL OFFICER, AND PRINCIPAL ACCOUNTING OFFICER
This Code of Ethics supplements the Company's Code of Conduct
dated June 2003. This Code of Ethics applies to the Company's Principal
Executive Officer, Principal Financial Officer, and Principal Accounting Officer
(the "Covered Employees"). The Company expects all its employees to act in
accordance with the highest standards of personal and professional integrity, to
comply with all applicable laws, rules and regulations, to deter wrongdoing, and
to abide by the Company's Code of Conduct and other policies and procedures
adopted by the Company that govern the conduct of its employees.
HONEST AND ETHICAL CONDUCT; CONFLICTS OF INTEREST. In carrying
out their duties and responsibilities, Covered Employees should engage in and
promote honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships.
Covered Employees should strive to identify and raise potential issues before
they lead to problems.
A conflict of interest occurs when an individual's personal
interest is adverse to or otherwise in conflict with the interests of the
Company. Covered Employees should avoid taking actions that would create actual
or apparent conflicts of interest. In those rare occasions in which an
unanticipated conflict of interest may arise, the affected Covered Employee
should promptly bring the situation to the attention of higher levels of
management, the Company's Legal Department, or the Audit Committee so that
appropriate steps may be taken to eliminate the conflict or take other
appropriate action to mitigate the effect of the conflict. Conflicts of interest
may involve not only situations in which the Covered Employee has a direct
personal interest, but also those in which a family member has an interest or
those in which the interest is indirect through a corporation, partnership or
other entity.
FULL AND FAIR DISCLOSURE. It is the Company's policy that the
information in its public communications, including filings with the Securities
and Exchange Commission, be timely and understandable and fair, complete, and
accurate in all material respects. Covered Employees should exercise diligence
and care to do their part in acting in furtherance of this policy. Covered
Employees are prohibited from knowingly misrepresenting, omitting, or
causing others to misrepresent or omit, material facts about the Company to
anyone having a role in the Company's financial reporting and disclosure
processes. Covered Employees must not directly or indirectly take any action to
coerce, manipulate, mislead, or fraudulently influence the Company's or its
subsidiaries' independent auditors or any internal accounting or auditing
personnel for the purpose or with the effect of rendering the Company's
financial statements misleading, or direct anyone else to do so.
It is the responsibility of each Covered Employee promptly to
bring to the attention of the Company's Disclosure Committee any material
information of which the executive may become aware that affects the disclosures
made by the Company in its public filings or otherwise, and otherwise to assist
the Disclosure Committee in fulfilling its responsibilities. In addition, each
Covered Employee shall promptly bring to the attention of the Disclosure
Committee any information the employee may have concerning (a) significant
deficiencies or material weaknesses in the design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize and report financial information or (b) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Company's financial reporting, disclosures or internal controls.
COMPLIANCE WITH LAWS AND REGULATIONS. Covered Employees should
comply with applicable governmental laws, rules and regulations. Although no
single individual is expected to know the details of all laws, rules, and
regulations, it is important to know enough to determine when to seek advice or
guidance. Each Covered Employee should promptly bring to the attention of
appropriate senior management, the Company's Legal Department or the Audit
Committee evidence of any material violations of laws, rules, or regulations
applicable to the Company, by the Company or anyone acting on its behalf.
REPORTING OF VIOLATIONS OF THIS CODE. Each Covered Employee is
responsible for reporting any violation of this Code of Ethics, or circumstances
which the Covered Employee considers to involve a probable violation, to the
Compliance Officer identified below. Employees may choose to remain anonymous in
reporting violations or circumstances that may involve a violation.
ACCOUNTABILITY. Each Covered Employee will be held accountable
for his or her adherence to this Code of Ethics. The failure to observe the
terms of this Code of Ethics may result in disciplinary action, up to and
including termination of employment. Violations of this Code of Ethics may also
constitute violations of law that may result in civil and criminal penalties.
2
COMPLIANCE OFFICER. The Compliance Officer for purposes of
this Code of Ethics is David R. Hansen.
ACKNOWLEDGMENT STATEMENT. Each Covered Person must sign and
return to the Compliance Officer the attached Acknowledgment Statement. This
must be done promptly upon adoption of this Code of Ethics by the Company and
each year thereafter in connection with the preparation and filing of the
Company's Annual Report on Form 10-K.
3
WESTLAKE CHEMICAL CORPORATION
CODE OF ETHICS
ACKNOWLEDGMENT STATEMENT
[to be signed separately by the Principal Executive Officer,
the Principal Financial Officer, and the Principal Accounting Officer]
The undersigned acknowledges receipt of the Code of Ethics to which this
Acknowledgment Statement is attached and states that he/she will comply
therewith.
__________________________________
Name: ___________________________
Title: __________________________