EXHIBIT 14
UNIFAB INTERNATIONAL, INC.
CODE OF ETHICS
FOR PRINCIPAL/CHIEF EXECUTIVE OFFICER AND
SENIOR FINANCIAL EXECUTIVES
1. PURPOSE OF CODE OF ETHICS
The purpose of this Code of Ethics is to promote the honest and ethical
conduct of our Principal/Chief Executive Officer and Senior Financial Executives
(described below), including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships; to
promote full, fair, accurate, timely and understandable disclosure in periodic
reports required to be filed by UNIFAB International, Inc. (the "Company"); and
to promote compliance with all applicable rules and regulations that apply to
the Company and its officers.
2. INTRODUCTION
This Code of Ethics is applicable to the Company's principal/chief
executive officer ("CEO") and president, chief financial officer, chief
operating officers, chief administrative officer, chief accounting officer and
comptroller (or any persons performing similar functions, together, the "Senior
Financial Executives"). References in this Code of Ethics to the Company means
the Company or any of its subsidiaries.
While we expect honest and ethical conduct in all aspects of our
business from all of our employees, we expect the highest possible honest and
ethical conduct from our CEO and Senior Financial Executives. As a CEO or Senior
Financial Executive, you are an example for other employees and we expect you to
foster a culture of transparency, integrity and honesty. Compliance with this
Code of Ethics is a condition to your employment and any violations of the Code
may result in disciplinary action, up to and including termination of your
employment.
Waivers of this Code may be made only by the Board or the Audit
Committee and will be disclosed in accordance with applicable law.
3. CONFLICTS OF INTEREST
A conflict of interest occurs when your private interests interfere, or
appear to interfere, in any way, with the interests of the Company as a whole.
Conflicts of interest can also arise when you take action or you or a member of
your family have interests that may make it difficult for you to perform your
duties to the Company effectively. Any potential or actual conflicts of interest
must be disclosed to the Chairman of the Audit Committee, and the officer in
question must comply with any measure that may be required by the Audit
Committee in order to avoid or eliminate such conflict. Although we cannot list
every conceivable conflict, following are some common examples that illustrate
actual or apparent conflicts of interest that should be avoided:
3.1. IMPROPER PERSONAL BENEFITS FROM THE COMPANY
Conflicts of interest arise when an officer or a member of his
or her family receives improper personal benefits as a result of his or
her position in the Company. You may not accept any benefits from the
Company that have not been duly authorized and approved pursuant to
Company policy and procedure, including any Company loans or guarantees
of your personal obligations.
3.2. FINANCIAL INTERESTS IN OTHER BUSINESSES
You should avoid having an ownership interest in any other
enterprise if that interest compromises or appears to compromise your
loyalty to the Company. For example, you may not own an interest in a
company that competes with the Company or that does business with the
Company (such as a supplier) unless you obtain the written approval of
the Audit Committee Chairman before making any such investment.
However, it is not typically considered, and the Company does not
consider it, a conflict of interest (and therefore prior written
approval is not required) to make investments in competitors, clients
or suppliers that are listed on a national or international securities
exchange so long as the total value of the investment is less than one
percent (1%) of the outstanding stock of the corporation and the amount
of the investment is not so significant that it would affect your
business judgment on behalf of the Company.
3.3 BUSINESS ARRANGEMENTS WITH THE COMPANY
Without the prior written approval of the Audit Committee
Chairman, you may not participate in a joint venture, partnership or
other business arrangement with the Company.
3.4. CORPORATE OPPORTUNITIES
If you learn of a business or investment opportunity through
the use of corporate property or information or your position at the
Company, such as from a competitor or actual or potential supplier or
business associate of the Company (including a principal, officer,
director or employee of any of the above), you may not participate in
the business or make the investment without the prior written approval
of Audit Committee Chairman. Such an opportunity should be considered
an investment opportunity for the Company the first instance.
3.5. OUTSIDE EMPLOYMENT OR ACTIVITIES WITH A COMPETITOR
Simultaneous employment with or serving as a director of a
competitor of the Company is strictly prohibited, as is any activity
that is intended to or that you should reasonably expect to advance a
competitor's interests at the expense of the Company's interests. You
may not market products or services in competition with the Company's
current or potential business activities. It is your responsibility to
consult with the Audit Committee Chairman to determine whether a
planned activity will compete with any of the Company's business
activities before you pursue the activity in question.
3.6. OUTSIDE EMPLOYMENT WITH A SUPPLIER
Without the prior written approval of the Audit Committee
Chairman, you may not be a supplier or be employed by, serve as a
director of or represent a supplier to the Company. Without the prior
written approval of the Audit Committee Chairman, you may not accept
money or benefits of any kind from a third party as compensation or
payment for any advice or services that you may provide to a client,
supplier or anyone else in connection with its business with the
Company.
3.7. FAMILY MEMBERS WORKING IN THE INDUSTRY
If your spouse or significant other, your children, parents,
or in-laws, or someone else with whom you have a familial relationship
is a competitor or supplier of Company or is employed by one, you must
disclose the situation to the Audit Committee Chairman so that the
Audit Committee may assess the nature and extent of any concern and how
it can be resolved. You must carefully guard against inadvertently
disclosing Company confidential information and being involved in
decisions on behalf of the Company that involve the other enterprise.
If
you have any doubt as to whether or not conduct would be considered a
conflict of interest, please consult with the Audit Committee Chairman.
4. ACCURATE PERIODIC REPORTS AND OTHER PUBLIC COMMUNICATIONS
As you are aware, full, fair, accurate, timely and understandable
disclosure in our periodic reports filed with the SEC and in our other public
communications is required by SEC rules and is essential to our continued
success. Please exercise the highest standard of care in preparing such
materials. We have established the following guidelines in order to ensure the
quality of our periodic reports.
- All Company accounting records, as well as reports produced from those
records, must be kept and presented in accordance with the laws of each
applicable jurisdiction.
- All records must fairly and accurately reflect the transactions or
occurrences to which they relate.
- All records must fairly and accurately reflect in reasonable detail the
Company's assets, liabilities, revenues and expenses.
- The Company's accounting records must not contain any false or
intentionally misleading entries.
- No transaction may be intentionally misclassified as to accounts,
departments or accounting periods or in any other manner.
- All transactions must be supported by accurate documentation in
reasonable detail and recorded in the proper account and in the proper
accounting period.
- No information may be concealed from the internal auditors or the
independent auditors.
- Compliance with Generally Accepted Accounting Principles and the
Company's system of internal accounting controls is required at all
times.
5. COMPLIANCE WITH LAWS AND ETHICS CODE
You are expected to comply with both the letter and spirit of all
applicable governmental rules and regulations and this Code, and to report any
suspected violations of applicable governmental rules and regulations or this
Code to the Chairman of the Audit Committee. No one will be subject to
retaliation because of a good faith report of a suspected violation. If you fail
to comply with this Code or any applicable laws or regulations, you may be
subject to disciplinary measures, up to and including discharge.
6. NO RIGHTS CREATED
This Code is a statement of certain fundamental principles, policies
and procedures that govern the Company's CEO, and Senior Financial Executives in
the conduct of the Company's business. It is not intended to and does not create
any rights in any employee, customer, supplier, competitor, shareholder or any
other person or entity.
ADOPTED: April 9, 2004