Exhibit 14.1
THOR INDUSTRIES, INC. BUSINESS ETHICS POLICY
INTRODUCTION
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The Thor Industries, Inc. Business Ethics Policy is our charter for ethical
conduct. Thor Industries, Inc. ("the Company") is in compliance with Federal
laws and has established this Policy to describe the Company's expectations for
business conduct. The Policy applies to all actions of Directors and every
employee, from those who perform entry level functions to senior officers. All
officers and managers are responsible for ensuring that employees under their
supervision are familiar with the Company's business ethics policy and are
consistently applying it in all business conduct.
IN RESPONSE TO RECENTLY ENACTED LAWS, THE COMPANY HAS ESTABLISHED MEANS BY WHICH
YOU CAN CONFIDENTIALLY COMMUNICATE ANY OBSERVATIONS OF POLICY VIOLATIONS --IN
PARTICULAR ACCOUNTING, INTERNAL ACCOUNTING CONTROLS, OR AUDITING PRACTICES--
WITHOUT FEAR OF RETALIATION BY THE COMPANY OR ITS EMPLOYEES. TO REPORT A
CONCERN, YOU MAY CONTACT YOUR SUPERVISOR.
IF YOU ARE AWARE OF OR OBSERVED IMPROPER ACCOUNTING OR FINANCIAL REPORTING, YOU
MAY ALSO CALL AND LEAVE AN ANONYMOUS VOICEMAIL MESSAGE AT 1-888-212-2098, 24
HOURS A DAY
IN EITHER CASE, YOU MAY ALSO SPEAK WITH OUR CORPORATE COMPLIANCE OFFICER, WHO IS
AUTHORIZED TO ASSIST YOU IN YOUR REPORT AND DISCUSS SUCH ISSUES WITH YOU. PLEASE
CONTACT DEAN BRUICK, THE CORPORATE COMPLIANCE OFFICER, AT 937-596-6111 EXT.
7205.
As far as your personal actions, when you are faced with a situation and you are
not clear as to what action you should take, ask yourself the following
questions:
- Does the action comply with this Policy?
- How will your decision affect others, including our customers,
shareholders, employees and the community?
- How will your decision look to others? If your action is legal but can
result in the appearance of wrongdoing, consider taking alternative
steps.
- Have you contacted your supervisor regarding the action?
ACCURATE AND COMPLETE ACCOUNTING
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Our accounting records must follow Generally Accepted Accounting Principles
(GAAP) and other laws and regulations such as those of the Internal Revenue
Service and the Securities and Exchange Commission. Laws and regulations require
that the Company have and maintain
internal controls to ensure the integrity of its financial statements. You are
required to adhere to the following policies:
- All financial transactions (such as sales, leases or purchases) must
be recorded truthfully, accurately, in a timely fashion and in
sufficient detail so that our accounting records are reliable and
fairly reflect the nature of the transactions.
- You may not make any false or misleading entries or maintain any
unrecorded or secret fund, reserve, asset or account for any purpose.
- You may not make any payment or transfer of funds or assets for any
purpose other than that described in the documents supporting the
payment or transfer.
- No invoices believed to be false or fictitious may be paid.
- It is unlawful for you to fraudulently induce, coerce or mislead our
independent public accountants to make our financial statements
misleading.
Suspected breaches of improper treatment of an accounting transaction must be
reported and investigated. We will not retaliate against any employee for filing
a good faith complaint or for cooperating in an investigation of an alleged
violation and will not tolerate or permit retaliation by management, employees
or co-workers.
RECORD RETENTION
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We will retain all books, records and statements in accordance with our record
retention policies and all applicable laws and regulations. It is a crime to
alter, destroy, modify or conceal documentation or other objects that are
relevant to litigation or a government investigation, including not only formal
reports but all less formal data such as e-mails, expense reports and internal
memos. If you are informed that information in your possession is the subject of
litigation or a government investigation, or if you have other reason to believe
that such information may be involved in a judicial proceeding, no matter
whether you think it is relevant or not, you are prohibited from making any
effort to alter, destroy, modify or conceal that information.
FAIR DEALING
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We are committed to maintaining the highest levels of integrity and fairness
within our company. You should not take unfair advantage of anyone (customers,
contractors and even competitors) through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other
unfair-dealing practice.
LEGAL COMPLIANCE
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The Company behaves in an ethical manner and complies with all laws, rules and
government regulations that are applicable to our business.
CONFLICTS OF INTEREST
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All of us must be able to perform our duties and exercise judgment on behalf of
the Company without influence or impairment, or the appearance of influence or
impairment, due to a non-company activity, interest or relationship.
Conflicts of interest arise:
- when your private interest interferes--or even appears to
interfere--in any way with the Company's interests;
- when you take actions or have interests that may make it difficult to
perform your Company's work objectively and effectively; and
- when you, or a member of your family, receive(s) improper personal
benefits (especially loans or guarantees of obligations) as a result
of your position in the Company.
Gifts and Entertainment
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Commercial bribery is illegal. The following actions may be deemed, or suggest
the appearance of commercial bribery when:
- you directly or indirectly accept gifts, entertainment or favors from
anyone with whom the Company does business, and
- you directly or indirectly provide gifts or favors to the Company's
customers, prospective customers, and public officials and others who
are affiliated with such individuals.
As a general rule, and subject to the discussion below, our employees may not
accept favors, gifts, free services, discounts, entertainment, or special
considerations of any kind in connection with a Company business activity. You
should not accept loans from any persons or entities having or seeking our
business.
If you are offered a gift or benefit, you must report it to your supervisor (who
will report this to the Corporate Compliance Officer). Gifts, services,
discounts or entertainment with low value may be allowed on a case by case basis
but will in no event be allowed if they are over a value of $250. To the extent
practical, disallowed but received gifts, services, discounts, etc, will be
shared within the company or donated to charity. A gift of cash or its
equivalent, for any value, is not allowed. Entertainment or favors to the
Company's customers, prospective customers, and public officials and others who
are affiliated with such individuals should be avoided unless pre-
approved by your supervisor. All funds expended for business entertainment and
gifts must be fully and accurately documented and reflected in the books and
records of the Company.
Employees working or traveling in foreign countries should obtain the prior
specific approval of our legal counsel before paying for certain privileges,
services or actions that would cost nothing in the United States or Canada. If
circumstances make such prior approval impossible, the payment should be
disclosed to your supervisor as soon afterward as feasible.
Interests in Competitors, Suppliers and Third Parties
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You should not have any direct or indirect interest in any transaction to which
the Company will be a party if your interest or relationship could influence, or
appear to influence, your actions with regard to your Company duties. You should
not have any financial or other interest in any competitor, vendor, supplier
(i.e., someone who provides products or services to the Company) or third party
with whom you could influence or appear to influence the Company's decision to
do business (or proposing to do business).
If any of the following situations pertain to you, notify our Corporate
Compliance Officer, who will ensure that the situation is reviewed to determine
whether the Company's business relationship with the relevant vendor, etc. is in
the best interest of the Company:
- You (or your relative)have ownership interests in any of our
competitors, vendors, suppliers or third party with whom we do
business or are proposing to do business (except for ownership of less
than one-percent of the securities of a company whose securities are
traded on a national securities exchange);
- You are currently an employee, trustee, director, agent or officer of
a company supplier, vendor, or third party that is doing business or
proposes to do business with us;
- You are directly or indirectly engaged in business transactions with
one or more of our competitors, vendors, suppliers or third parties.
Indirect Interests or Relationships
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You should not be in a position to influence the Company's decision to engage in
business directly or indirectly with one of your relatives. The definition of a
"relative" includes your spouse, child, parent, sibling, sibling's spouse,
son-in-law, daughter-in-law, other in-law and any relative who resides with you
or person sharing your home. You must disclose to our Corporate Compliance
Officer any situation in which one of your relatives has an interest in a
competitor, supplier or party to any transaction involving the Company. The
Corporate Compliance Officer will then ensure that the situation is reviewed to
determine whether the Company's business relationship with the relevant vendor,
etc. is in the best interest of the Company.
SECURITIES LAWS
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Because we are a public company, we are subject to a number of federal laws
concerning the purchase and sale of our shares and other publicly traded
securities. These Federal Laws prohibit and punish anyone who gives or releases
to anyone data or information of a confidential nature concerning the Company.
Employees who know important information stemming from their employment with the
Company not generally known to the public (legally known as "material
undisclosed information") about the Company or any other corporation, including
customers, suppliers, or competitors, could be found to be in violation of such
laws and regulations if they take advantage of that information by:
- Trading in the Company's stock, or
- Trading in another company's stock by utilizing confidential
information, or
- Inducing, or in any way assisting others to trade in such stock.
Important information includes but is not limited to significant new products or
discoveries, sales and earnings forecasts, major contracts, plans for stock
splits, and acquisitions or mergers. Such information in the case of another
corporation would also include knowledge that the other corporation will enter
into or is negotiating for a contract important to it for the sale of goods and
services to or by the Company.
EMPLOYEES SHALL NOT, WITHOUT THE PROPER AUTHORITY, GIVE OR RELEASE TO ANYONE
DATA OR INFORMATION OF A CONFIDENTIAL NATURE CONCERNING THE COMPANY. EMPLOYEES
MUST ALWAYS USE THE HIGHEST CARE TO PROTECT THIS INFORMATION FROM OUTSIDE
PARTIES AND OTHER EMPLOYEES THAT ARE NOT AUTHORIZED TO SEE THE INFORMATION. EACH
EMPLOYEE IS ALWAYS ENCOURAGED TO SEEK THEIR SUPERVISOR'S GUIDANCE IN MAINTAINING
THE CONFIDENTIALITY OF SUCH INFORMATION.
For more information about our policies concerning the securities laws, you
should refer to our Corporate Policy and Procedure on Insider Trading and
Disclosure of Information to the Public for Employees of Thor Industries, Inc.
To obtain a copy of the policy, or if you have any questions concerning the
securities laws or about our policies with regard to those laws, or regarding
the correct ethical and legal action to take in a situation involving material
inside information, please contact the CCO.
CORPORATE OPPORTUNITIES
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Business opportunities relating to the Company's line of business can only be
utilized by the Company itself and not by employees acting in a private manner.
Any business opportunity that fits into the strategic plans or that satisfies
our commercial objectives also belongs only to the Company. Unless the terms of
our bylaws dictate otherwise, you may not direct these kinds of business
opportunities to our competitors, to other third parties or other businesses
that you own
or are affiliated with in any way. Under no circumstances may an
employee exploit the Company's business opportunities for their own personal
gain.
SAFEGUARDING CORPORATE ASSETS
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The Company's assets and funds can only be used for legitimate business purposes
to advance our strategic objectives. Each employee is responsible for any
Company assets and funds in their possession or under their control. Each
employee must diligently work to protect these assets and funds from theft,
misuse and waste.
Our assets and funds may never be used for an unlawful purpose. Careful
safeguarding of our assets makes us more efficient and avoids the potential for
loss and embarrassment to you and us. If you become aware of theft, waste or
misuse of our assets or funds or have any questions about your proper use of
them, you should speak immediately with your supervisor or our Corporate
Compliance Officer.
ASKING FOR HELP AND REPORTING CONCERNS
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These polices are imposed by the Board of Directors and reflect our
interpretation of the legal requirements. Your failure to adhere to the Policy
could result in civil or criminal penalties and/or disciplinary action up to and
including termination of employment.
WHEN IN DOUBT, ASK. Whenever you have a question or concern, are unsure about
what the appropriate course of action is, or if you suspect that a violation of
the law or this Policy has occurred, please talk with your supervisor or the
Corporate Compliance Officer.
The Company has established means by which you can confidentially communicate
any observations of Policy violations without fear of retaliation by the Company
or its employees. To report a concern, you may also contact your supervisor. If
the concern is related to improper accounting or financial reporting, you may
call the hotline voicemail at 1-888-212-2098. If the concern is related to
another sensitive area, such as a potential conflict of interest or other
business ethics questions, you may call the hotline voicemail at 1-888-212-2098.
In either case, you may also speak with our Corporate Compliance Officer who is
authorized to assist you in your report and discuss such issues with you, Dean
Bruick, at 937-596-6111 Ext. 7205.
Nothing herein is intended to give the impression that Thor Industries, Inc. is
not an at will employer. Rather, this Policy addresses those items specifically
named herein and emphasizes the Company's commitment to ethical conduct
throughout the Company.
INQUIRY FORM
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If you have a question or concern as to whether specific behavior is a violation
of corporate policy, please fill out the following inquiry form and return it to
the Human Resources Department, Attention: Corporate Compliance Officer, Thor
Industries, Inc., P. O. Box 154, Jackson Center, Ohio 45334.
Name
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Date
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Please describe your question or concern in as much detail as possible.
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If you would like us to contact you or respond to you at home, please provide
the following information:
Home Address
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Phone No.
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I certify that the information stated above is true and correct to the best of
my knowledge. I understand that any disclosures I make are subject to review and
investigation. I understand that my disclosures may be reviewed by other
appropriate company personnel who will use said information to conduct a
reasonable inquiry.
I understand that the disclosures that I make will be held confidential and I
will suffer no retaliation for reporting concerns.
Signature
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Date
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