EXHIBIT 14.1
CODE OF ETHICS FOR SPECIFIED OFFICERS OF
GROUP 1 AUTOMOTIVE, INC. - REVISED 12/2002
This Code of Ethics (this "Code") contains the policies that relate to the
legal and ethical standards of conduct the Chief Executive Officer, Chief
Financial Officer, Controller and all other financial and accounting officers of
Group 1 Automotive, Inc. (the "Company") are expected to comply with while
carrying out their duties and responsibilities on behalf of the Company. The
Company requires that each of these officers:
1. Act with honesty and integrity, including the ethical handling of
actual or apparent conflicts of interest in personal and
professional relationships.
2. Avoid conflicts of interest and disclose any material transactions
or relationships that reasonably could be expected to give rise to a
conflict of interest to the Company's Chief Executive Officer and
the Chairman of the Company's Audit Committee.
3. Exercise independent professional judgment and deter wrongdoing in
the conduct of all duties and responsibilities on behalf of the
Company.
4. Provide constituents with information that is accurate, complete,
objective, relevant, timely and understandable. Authorized
executives (the Company's Chief Executive and Financial Officers
only) will provide analysts, institutional and individual investors,
and the media fair access to corporate information when appropriate.
5. Recognize that the integrity of the capital markets is based on the
transparency of credible financial and non-financial corporate
information, and, to the best of his or her ability and knowledge,
work to ensure that the Company fully, fairly and accurately
discloses this important information in a timely and understandable
manner in all reports and documents that the Company files with, or
submits to, the Securities and Exchange Commission and in other
public communications made by the Company.
6. Comply with all rules, regulations and laws of federal, state, and
local governments, and other appropriate private and public
regulatory agencies; and report to the Company's Chief Executive
Officer and the Chairman of the Company's Audit Committee any
suspected fraudulent or illegal acts within the Company.
7. Act in good faith, responsibly, with due care, competence and
diligence, without misrepresenting material facts or allowing his or
her independent judgment to be subordinated; and avoid any
professional/business relationships that might affect, or be
perceived to potentially affect, his or her ethical conduct.
8. Respect the confidentiality of information acquired in the course of
his or her work except when authorized or otherwise legally
obligated to disclose such information. Confidential information
acquired in the course of his or her work will not be used for
personal advantage, or for the advantage of related parties.
9. Discharge responsibilities completely and competently by keeping
abreast of the affairs of the Company, as well as the laws and
regulations affecting his or her position.
10. Proactively promote ethical behavior as a responsible partner among
peers in his or her work environment.
11. Achieve responsible use of and control over all assets and resources
employed or entrusted to him or her; and honor his or her obligation
to serve the interest of shareholders and other stakeholders.
12. Mistakes should never be covered up, but should be immediately fully
disclosed and corrected. Falsification of any Company record is
prohibited.
13. Report any violations of this Code to the Company's Chief Executive
Officer and the Chairman of the Company's Audit Committee.
14. Recognize that failure to comply with the requirements of this Code
could result in termination of employment.
All officers subject to this Code shall also comply with the Company's
Code of Conduct. Any change to or waiver of this Code shall be made only by the
Company's Board of Directors, or the appropriate committee of the Company's
Board of Directors. If a change to or waiver of this Code is made or granted,
appropriate disclosure will be made within two business days after such change
or waiver has been made or granted as required by law and the New York Stock
Exchange.
May 16, 2004
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Date
/s/ B.B. Hollingsworth, Jr.
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B.B. Hollingsworth, Jr.
Chief Executive Officer
/s/ Robert Ray
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Robert Ray
Chief Financial Officer
/s/ Wade Stubblefield
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Wade Stubblefield
Controller
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