EXHIBIT 14
SIGMATRON INTERNATIONAL, INC.
CODE OF CONDUCT
At SigmaTron International, Inc. (the "Company"), we believe that ethical
business practices provide the foundation upon which we build competitive
excellence and business success. It is important that each of us at SigmaTron
understands and abides by the Company's commitment to ethics, integrity, and
honesty. As individuals, and collectively as a company, we must conduct
ourselves in unwavering compliance with applicable laws, rules and regulations
in all aspects of our operations. The Company's steadfast commitment to these
principles is essential to our continued success in a growing and increasingly
competitive marketplace.
This Code of Conduct covers a wide range of business practices and procedures.
It does not intend to cover every issue that may arise, but it will serve as a
guide to the basic principles and business practices expected of all employees,
officers and directors of the Company. This Code of Conduct applies to all
employees, officers, and members of the Board of Directors of the Company, and
reference herein to employees shall include all Company employees, officers and
directors.
GENERAL GUIDELINES
Each employee shall conduct the Company's business in compliance with the letter
and the spirit of all applicable laws and regulations. Each employee shall also
conduct himself in an ethical manner in all dealings with the Company, fellow
employees, our customers and suppliers, and other third parties. Ethical
business conduct should generally exist at a level well above the minimum
requirements of the law. In a fundamental sense, this means practicing what is
right and honest.
Each employee shall avoid those situations which do, or which appear to, present
a conflict between his or her personal interest and the best interest of the
Company. Employees often stand in a fiduciary relationship to the Company, and a
conflict of interest will exist when the employee's personal interest may
influence his or her judgment in conducting the Company's business, or may
affect the employee's duty to give undivided loyalty to the Company. To avoid
potential problems, the channels of communication must be kept open between
those who are in a position to know of questionable practices and their
supervisory personnel who should have known.
Any employee who is, or thinks he or she may be, confronted with a business
ethics or conflict of interest problem should immediately request a
determination from the Company as to whether or not a problem does in fact
exist, and if so, what steps should be taken to correct or avoid it. Such
determination shall be made for executive officers and directors by the Audit
Committee of the Board of Directors and for all other officers and employees by
the Company's
Chief Financial Officer. The Company's President and the Company's general
counsel will be available to advise and assist in resolving possible business
ethics or conflict of interest problems.
The Company may from time to time develop and implement business practice
directives consistent with this Code of Conduct providing more detailed guidance
to it. The Company's employees, all officers and members shall be responsible
for the enforcement of and compliance with this Code of Conduct and related
directives within their areas of supervisory responsibility, and it is
inappropriate for employees to override management controls.
BUSINESS ETHICS
Each employee's challenge is to make ethical decisions every day amid the many
grey areas and complex pressures of doing business in a fast-moving and
competitive environment. While it is impossible to set forth all applications of
the Code of Conduct to each factual situation which could arise, this section is
designed to illustrate how the Code of Conduct applies to the more common
categories of business ethics situations.
EMPLOYEES AFFECTED
Conflicts of interest and other business ethics situations typically arise where
an employee is in a position to direct or influence:
a) Purchases - the purchasing of goods, materials or services on behalf
of the Company.
b) Sales - the determination of prices, terms of sale, quantities or
quality of the Company's products or services.
c) Competitive Position - the determination of product type, costs,
quantity, price, sale or delivery terms of Company products or
services.
d) Investments - the acquisition or disposition of marketable
securities, financial interests in other business organizations,
real estate or other property.
e) Leases - the leasing of property or equipment from other companies.
f) Credit or Loans - the extension of credit or money by banks or
institutions or to or from outside customers or suppliers.
PAYMENTS, GIFTS AND RECORDKEEPING
1. OFFERING GIFTS AND OTHER CONSIDERATIONS
The use of Company funds, property or anything else of value for any
purpose which would be in violation of any applicable law or regulation is
strictly prohibited. In particular, the Company will not, under any
circumstances, tolerate the offer, solicitation or giving of any payment
by an employee in the nature of an undisclosed commission, kickback or
bribe in connection with obtaining or retaining discretionary business, a
contract, a competitive award or otherwise bestowing a special favor. Any
Company gifts, gratuities or entertainment shall be given only to the
extent the same are usual, customary and reasonable in amount and not in
consideration for any improper
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action by the recipient.
As a general rule, gifts valued in excess of $250 should not be given by
the Company or received by any employee. If an employee believes the
giving or receiving of a gift valued in excess of $250 is appropriate in a
particular circumstance, advance approval, in writing, must be obtained
from the Chief Financial Officer or President. Documentation of all such
approvals must be retained on file for audit review. A series of gifts
under $250 but aggregating more than $250 to a single recipient in a short
period of time would, of course, not be permissible under the above rule.
Participation in business related functions, including the giving of
lunches or other meals on occasion is a normal and permissible business
practice. So long as an employee of the Company is present, these and
other customary forms of entertainment such as lunches, dinners, other
meals, sports, theater or entertainment tickets, or golf outings are not
governed by the $250 limitation outlined above for gifts. However, care
must be exercised to ensure that they are appropriate and that their value
and frequency are not excessive. If an employee of the Company is not
present, the $250 limitation applies.
2. ACCEPTING GIFTS AND OTHER CONSIDERATIONS
No employee, or member of his or her immediate family, should accept gifts
or anything else of value from anyone having or seeking business with the
Company, other than non-cash gifts of nominal value generally used for
promotional purposes by the donor. As a general rule, "nominal value" is
defined as not exceeding $250 in aggregate annual value. Receipt of gifts
in excess of that value are subject to the approvals set forth in Section
1 above.
As with giving gifts and other considerations, the acceptance of lunches
or other meals on occasion is a normal and permissible business practice.
So long as a representative of the donor is present, these and other forms
of entertainment described above are not covered by the $250 limitation.
However, if a representative of the donor is not present, these and other
forms of entertainment are governed by the $250 annual limitation outlined
above for gifts. In all cases, care must be exercised to ensure that they
are appropriate and their value and frequency are not excessive.
An employee should not accept loans from any persons or entities having or
seeking business with the Company except recognized financial institutions
at normal interest rates prevailing at the time of borrowing.
In summary, nothing should be accepted which could impair, or appear to
impair, an employee's ability to perform Company duties or to exercise
judgment in a fair and unbiased manner.
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3. DOCUMENTATION AND RECORDKEEPING
No false or misleading entries shall be made in the books and records of
the Company for any reason whatsoever. The documentation evidencing each
transaction effected and each payment made on behalf of the Company shall
fairly represent the nature of the transaction or the purpose of the
payment. No payment shall be made to any person with the intent or
understanding that any part of such payment is to be used for any purpose
or remitted to any other person or entity other than as described by the
invoice or other document supporting the payment.
Any entries in expense reports shall fully and accurately disclose the
amount and the purpose for the expenditure. Similarly, any withdrawals
from a petty cash account shall be fully supported by appropriate
documentation.
The use of no Company fund or asset is permitted unless it is fully and
properly recorded on the books and records of the Company or is
specifically excepted from such recording pursuant to generally accepted
accounting principles.
CONFLICTS OF INTEREST
A conflict of interest arises in any situation in which an employee has a
personal interest that influences or appears to influence the employee's
judgment or action in conducting the Company's business. The following are the
most common types of conflicts of interest:
1. BUSINESS INTEREST
No employee shall serve as a director, officer, partner, employee,
consultant, agent or representative of a competitor of, vendor to, or
customer of the Company without specific approval. If the employee is a
director or an executive officer, approval is to be from the Board of
Directors. For any other employee, the President or appropriate Vice
President to whom the employee ultimately reports shall review and approve
the matter unless the President or Vice President believes that a conflict
may exist in which case that officer shall refer the matter to the
Company's Chief Financial Officer for determination. It shall not be a
conflict of interest under this paragraph for an employee to own less than
5% of the capital stock of a publicly traded competitor, customer or
vendor.
2. INDIRECT INTERESTS
With respect to indirect interests and relationships, there are three
general rules to follow. First, an employee should not make or influence a
decision relating to the
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Company's engaging in business with a relative of the employee. Second, an
employee should not derive an indirect benefit from a Company transaction
involving a relative. Third, an employee should disclose (as provided in
Section 1, Business Interest) any situation in which a relative has a
material interest in a competitor or in any Company transaction.
3. INFORMATION USAGE
An employee should not use for personal benefit information concerning any
aspect of the Company's business or information or that of any customer or
vendor acquired as a result of his or her relationship with the Company.
Moreover, such information should not be disclosed to any other person or
entity except as required in the performance of Company duties or as
expressly authorized by the Company. As a public company, disclosure of
the Company's financial and other information not made public exposes
employees not only to civil liabilities but also to administrative and
criminal penalties. An employee can also be held liable to the Company for
any benefit gained from improper use of such information or any damages
sustained by the Company as a result of improper disclosure of such
information.
CONTRACT COMPLIANCE
It is the responsibility of each employee, consultant or subcontractor of the
Company to conduct the Company's business in compliance with the letter and
spirit of all applicable laws and regulations. This includes the conduct of the
Company's business through its contracts. Employees, consultants and
subcontractors shall negotiate and perform the Company's contracts in an ethical
manner and in compliance with this Code of Conduct.
There are, when dealing with the United States Government ("Government"),
additional contract compliance requirements to be met. Please contact the
Company's Chief Financial Officer in case an employee's dealings on behalf of
the Company involve the Government.
FAIR BUSINESS PRACTICES
It is the Company's policy to observe both the letter and the spirit of the fair
business laws of the United States and similar laws of the countries in which we
do business. The fundamental objective of these laws, including the antitrust
laws, is to protect and promote competition and free enterprise for the benefit
of consumers. These laws reflect the belief that, in a marketplace characterized
by honest and vigorous competition, the most innovative and efficient firms will
thrive, scarce resources will be allocated to their most valued uses, and
consumers will have the best products and services available at the lowest
price. Our free enterprise system and the health of the nation's economy depend
to a great extent on the competitive process and on rigorous enforcement of the
antitrust laws, which is essential to the competitive process.
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Accordingly, the Company is committed to the fundamental public policy goals
embodied in these laws.
We do not expect that all employees will be familiar with all laws, rules, and
regulations; we do expect that all employees recognize when to seek advice from
supervisors, managers, or other appropriate personnel.
1. COLLUSION
Agreements (formal or informal) between competitors to fix prices or bids,
to allocate customers or territories, or to impose common terms of sale
are violations of the antitrust laws. Such agreements can result in
criminal and civil prosecution and are illegal regardless of their
reasonableness. Agreements can be inferred from the overall conduct of the
parties including meetings, telephone calls, parallel business behavior or
the absence of competition between parties who would be likely
competitors.
2. PREDATION
Attempts to control or limit market competition through the intentional
use of existing market power are illegal. Markets are defined as a given
type of product or service in a logical geographic area. Predatory pricing
aimed at squeezing another competitor is unlawful. When we possess a
dominant market share because of natural growth, by franchise or
otherwise, it is improper to impose unreasonable contract or pricing
terms, or to leverage our position in one market into another by using
discriminatory pricing. Even where we do not possess a dominant market
share, charges of attempted monopoly can be derived from marketing or
sales plans which target specific competitors.
3. OTHER FAIR BUSINESS REQUIREMENTS
Misrepresentation of any material fact in any business setting may
constitute fraud which the Company will not condone. Inducing a customer
to breach an existing contract, providing kickbacks to customers, making
defamatory statements concerning competitors, wrongful acquisition and use
of truly confidential competitor information (such as customer lists) and
ignoring an employee's non-compete obligations to a former
employer/competitor are examples of unfair business practices which
needlessly expose the Company to civil lawsuits and loss of reputation.
4. DEALING WITH BUSINESS PARTNERS
In some instances, the Company has affiliated itself with potential
competitors through joint venture agreements. In these cases, the limited
scope of the venture must be clearly defined and understood by Company
personnel. Business not within the defined scope of
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a venture must not be discussed with the venture partner. Such discussions
subject all of the partners to charges of collusion and criminal as well
as civil liability.
Company employees must be sensitive to the foregoing types of conduct and avoid
situations from which unlawful conduct could be inferred. Lawsuits are won and
lost on circumstantial evidence, i.e. do all the circumstances suggest something
is true. Consequently, Company employees should scrupulously avoid situations
which may convey an erroneous impression that they are engaging in improper
conduct.
DISTRIBUTION OF CODE OF CONDUCT
A copy of the Code of Conduct will be distributed annually to each employee by
the Department of Human Resources. Each employee will sign an acknowledgment
that the employee has read the Code of Conduct and agrees to report any
infractions of which he is aware as provided in the following paragraph. Each
employee will return the signed acknowledgment to the Department of Human
Resources. The Code of Conduct will also be reported to the Securities and
Exchange Commission as appropriate in the Company's periodic filings and is
available on the Company's website. To the extent required or permitted by the
rules of the SEC and Nasdaq, the Company will disclose amendments and waivers
relating to the Code of Conduct in the same manner.
REPORTING VIOLATIONS
Any employee with knowledge of an infraction of the Code of Conduct has an
obligation to report it to the Chief Financial Officer, the President, or the
Company's general counsel. The Chief Financial Officer or the President will
review any issues reported to him or her on a confidential basis with the
Company's general counsel. Where appropriate, the Chief Financial Officer or
President will meet with the employee to review any such matter and carry out
any investigation the Chief Financial Officer or President believes to be
appropriate. The Chief Financial Officer or President will notify the Vice
President to whom the employee directly or indirectly reports of the outcome of
any such investigation. The identity of any employee making a report under this
Code of Conduct will be kept confidential, unless otherwise required by law.
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POLICY AGAINST RETALIATION
Employees who report suspected violations or voice other concerns are assured
that the Company will not tolerate any retaliation for reports made in good
faith. The Company prohibits any employee from retaliating or taking adverse
action of any kind against anyone for raising or helping to resolve a conduct
concern. Any individual who is found to have engaged in retaliation against an
employee for raising, in good faith, a conduct concern or for participating in
the investigation of such a concern may be subject to discipline, up to and
including immediate termination. If any individual believes he or she has been
subjected to such retaliation, that individual is encouraged to report the
situation as soon as possible to the President, Chief Financial Officer or the
general counsel.
ENFORCEMENT AND ACCOUNTABILITY
Violation of any provision of this Code of Conduct will be considered sufficient
grounds for disciplinary action, including the possibility of immediate
termination of employment and may also be grounds for legal action against such
employee, including, but not limited to seeking reimbursement for the Company of
any funds or amounts for which the Company may become liable or which the
employee has wrongfully disbursed or caused to be disbursed. In addition, the
Company may report suspected violations to appropriate third parties, including
law enforcement personnel or regulatory authorities.
ASSISTANCE
Questions regarding any provision of the Code of Conduct should be directed to
the Chief Financial Officer, the President, or the Company's general counsel. As
of the effective date of this Code of Conduct, the Company's President is Gary
R. Fairhead, the Company's Chief Financial Officer is Linda K. Blake, and Sandy
Miedema is Director of Human Resources. The Company's general counsel is Henry
J. Underwood, Defrees & Fiske, 200 South Michigan Avenue, Chicago, IL 60604,
telephone number 312/372-4000, fax number 312/939-5617.
THE BOARD OF DIRECTORS
Adopted: May 3, 2004
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ACKNOWLEDGMENT OF RECEIPT
I have received a copy of the Company's Code of Conduct. I agree to
abide by the Code of Conduct and to report infractions known to me as set forth
in the Code of Conduct.
_____________________________
Signature of Employee
_____________________________
Printed Name of Employee
_____________________________
Date
EXHIBIT 14
DIRECTIVE UNDER
SIGMATRON INTERNATIONAL, INC.
CODE OF CONDUCT
PAYMENTS, GIFTS AND RECORDKEEPING
In order for gifts made or received by Company employees, officers and directors
("employees") to be monitored by the Company, each employee is directed to
notify the Chief Financial Officer of any gift valued in excess of $50.00 that
is made by the employee on behalf of the Company or received by the employee
from anyone having or seeking business with the Company.
A series of gifts under $50 but aggregating more than $50 to a single recipient
in a short period of time would require reporting under this Directive.
Gifts made or received that are specifically exempted under the Code of Conduct,
such as items or events constituting entertainment where an employee of the
Company, in case of making the gift, or the donor or an employee of the donor,
in case of receiving the gift, is present, remain exempt under this Directive.
From time to time, as the Chief Financial Officer deems appropriate, but no less
frequently than once each year, the Chief Financial Officer shall review the
record of such gifts and, if significant trends appear, the Chief Financial
Officer shall discuss such trends with the President in order to decide whether
management shall recommend to the Board of Directors any changes in the policies
set forth in the Payments, Gifts and Recordkeeping section of the Code of
Conduct.
ISSUED: June 18, 2004