EXHIBIT 99.3
TENNECO AUTOMOTIVE INC.
CODE OF ETHICAL CONDUCT FOR FINANCIAL MANAGERS
INTRODUCTION
This Code of Ethical Conduct for Financial Managers ("Code") applies to all
Financial Managers of Tenneco Automotive Inc. ("TA"). Financial Managers are
TA's Chief Executive Officer, Chief Financial Officer, Controller, Treasurer,
Tax Director, Audit Director, Assistant Controller, Assistant Treasurer and
managers reporting to each of these positions who are responsible for accounting
and financial reporting. Financial Managers also include the Controllers of
business units and all managers reporting to them.
This Code covers a wide range of financial and non-financial business practices
and procedures. This Code does not cover every issue that may arise, but it sets
out basic principles to guide all Financial Managers of TA. If a law or
regulation conflicts with a policy in this Code, the Financial Manager must
comply with the law or regulation. If a financial manager has any questions
about this Code or potential conflicts with a law or regulation, they should
contact TA's General Counsel or Audit Director.
Each Financial Manager shall recognize that financial managers hold an important
and elevated role in corporate governance. They are uniquely capable and
empowered to ensure that TA's, its stockholders' and other stakeholders'
interests are appropriately balanced, protected and preserved. Accordingly, this
Code provides principles to which Financial Managers are expected to adhere and
advocate. The Code embodies rules regarding individual and peer
responsibilities, as well as responsibilities to TA, the stockholders, other
stakeholders and the public.
Financial Managers who violate the standards of this Code will be subject to
disciplinary action, which may include termination of employment.
FINANCIAL CODE PRINCIPLES AND RESPONSIBILITIES
Financial Managers shall adhere to and advocate to the best of their knowledge
and ability the following principles and responsibilities governing their
professional and ethical conduct.
1. Act with honesty and integrity, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships.
2. When disclosing information to constituents, provide them with information
that is accurate, complete, objective, relevant, timely and understandable.
Reports and documents that TA files with the Securities and Exchange
Commission or releases to the public shall contain full, fair, accurate,
timely and understandable information.
3. Comply with rules and regulations of federal, state, provincial and local
governments, and other appropriate private and public regulatory agencies,
including the Securities and Exchange Commission and New York Stock
Exchange.
4. Act in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing their independent
judgment to be subordinated.
5. Protect and respect the confidentiality of information acquired in the
course of their work except when authorized or otherwise legally obligated
to disclose. Confidential information acquired in the course of their work
shall not be used for personal advantage.
6. Share knowledge and maintain skills important and relevant to constituents'
needs.
7. Proactively promote ethical behavior as a responsible partner among peers
in the work environment and community.
8. Achieve responsible use of and control over all assets and resources
employed by or entrusted to them.
9. Be responsible for implementing and maintaining an adequate internal
control structure and procedures for financial reporting, including
disclosure controls.
10. Promptly report code violations to TA's General Counsel and Audit Director.
WAIVERS OF THE CODE
Any waiver of this Code for Financial Managers may be made only by the Audit
Committee of the Board of Directors and will be promptly disclosed as required
by law or the New York Stock Exchange Listing Standards. Requests for waivers
must be made in writing to TA's General Counsel prior to the occurrence of the
violation of the Code.
REPORTING OF VIOLATIONS OF THE CODE, ILLEGAL OR UNETHICAL BEHAVIOR
Financial Managers should report observed violations of the Code and illegal or
unethical behavior to TA's General Counsel and Audit Director or to the Ethics
and Compliance hotline (Toll free # 1-800-492-5008). All reports will be
treated in a confidential manner and it is TA's policy to not allow retaliation
for reports made in good faith of misconduct by others. TA's General; Counsel
will lead all investigations of alleged violations or misconduct. Employees are
expected to cooperate in internal investigations of misconduct and violations
of this Code.
ANNUAL CERTIFICATION
At least one time each calendar year, Financial Managers subject to this Code
will sign a statement stating that they have complied with this Code. A copy of
the annual certification that each Financial Manager is required to sign is
attached as Exhibit I.
EXHIBIT I
TENNECO AUTOMOTIVE INC.
CODE OF ETHICAL CONDUCT FOR FINANCIAL MANAGERS CERTIFICATION
In my role as ____________________________________ for Tenneco Automotive Inc.,
I recognize that financial managers hold an important and elevated role in
corporate governance. I am uniquely capable and empowered to ensure that TA's,
its stockholders' and other stakeholders' interests are appropriately balanced,
protected and preserved. Accordingly, the Code of Ethical Conduct for Financial
Managers ("Code"), which I have received and reviewed, provides principles to
which financial managers are expected to adhere and advocate. The Code embodies
rules regarding individual and peer responsibilities, as well as
responsibilities to TA, the stockholders, other stakeholders and the public.
I certify to you that I adhere to and advocate the following principles and
responsibilities governing my professional and ethical conduct, to the best of
my knowledge and ability:
1. I act with honesty and integrity, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships.
2. When disclosing information to constituents, I provide them with
information that is accurate, complete, objective, relevant, timely and
understandable. I use may best efforts to ensure that reports and documents
that TA files with the Securities and Exchange Commission or releases to
the public contain full, fair, accurate, timely and understandable
information.
3. I comply with rules and regulations of federal, state, provincial and local
governments, and other appropriate private and public regulatory agencies,
including the Securities and Exchange Commission and New York Stock
Exchange.
4. I act in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing my independent judgment
to be subordinated.
5. I protect and respect the confidentiality of information acquired in the
course of my work except when authorized or otherwise legally obligated to
disclose. Confidential information acquired in the course of my work is not
used for personal advantage.
6. I share knowledge and maintain skills important and relevant to my
constituents' needs.
7. I proactively promote ethical behavior as a responsible partner among peers
in my work environment and community.
8. I achieve responsible use of and control over all assets and resources
employed by or entrusted to me.
9. I am responsible for implementing and maintaining an adequate internal
control structure and procedures for financial reporting, including
disclosure controls.
10. I promptly report code violations to TA's General Counsel and Audit
Director.
____________________________________ ____________________________________
(Signature) (Title)
____________________________________ ____________________________________
(Print Name) (Business Unit)
____________________________________
(Date)