EXHIBIT 10.64
EXHIBIT C
GENERAL CABLE CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
(Adopted December 16, 2003)
INTRODUCTION
This Code of Business Conduct and Ethics (this "Code") applies to General Cable
Corporation and its subsidiaries (together, the "Company").
We expect the Company's associates and officers ("associates") and members of
its Board of Directors ("directors") to use sound judgment to help us maintain
appropriate compliance procedures and to carry out our business with honesty and
in compliance with laws and high ethical standards. Each associate and director
is expected to read this Code and demonstrate personal commitment to the
standards set forth in this Code and report violations in accord with guidance
in the Code. Associates and directors who do not comply with the standards in
the Code may be subject to discipline in light of the nature of the violation.
Any questions about this Code or the appropriate course of conduct in a
particular situation should be directed to your supervisor, the leader of your
business or functional team, a member of the Leadership Team or your business
unit chief executive or managing director if you are outside North America
("Responsible Person"). You should also be aware that the Company's General
Counsel is our Ethics Advisor and can respond to questions on a confidential
basis. You can reach him at (859) 572-8890 or by e-mail at
rsiverd@generalcable.com.
Any waiver of the provisions of this Code for executive officers or directors of
the Company may be made only by our Board of Directors or a Board Committee and
must be promptly disclosed to our stockholders.
A copy of this Code of Business Conduct and Ethics will be posted on the
Company's website and will be mailed to any shareholder on request. In addition,
availability of the Code will be disclosed annually in the Company's annual
report on Form 10-K filed with the SEC.
This Code gives general advice and is not intended as a detailed guide for all
situations. Associates and directors will find additional advice on compliance
with laws and ethical standards in the Company's Compliance Guidelines and the
Business Guidelines for International Associates, and other workplace rules we
may from time to time communicate. These other Guidelines both complement and
supplement the Code of Ethics and we expect associates to comply with them as
well.
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RESPONSIBILITIES
I. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
All associates and directors must respect and obey all laws applicable
to the Company's business, including state, local and country laws in
the geographic areas in which the Company operates.
II. CONFLICTS OF INTEREST
A conflict of interest occurs when the private interest of an associate
or director interferes in any way - or appears to interfere - with the
interests of the Company as a whole. For example, conflicts of interest
arise when an associate or director or a member of his or her family
receives improper personal benefits as a result of his or her position
with the Company. Conflicts of interest also can arise when an
associate or director takes action or has interests that may make it
difficult to make objective decisions on behalf of the Company or to
perform his or her duties objectively and effectively.
As a rule, transactions that involve a conflict of interest are
prohibited, except as preapproved in accord with Company policy and
procedures. Any associate or director who becomes aware of a conflict
or potential conflict, or who has a question about whether a conflict
exists, must bring it to the attention of a Responsible Person or the
General Counsel.
III. CORPORATE OPPORTUNITIES
Associates and directors are prohibited from (a) taking for themselves
personally any opportunities that arise or are discovered through the
use of corporate property, information or position, (b) using corporate
property, information or position for personal gain, and (c) directly
or indirectly competing with the Company. Associates and directors owe
a duty to the Company to advance the Company's legitimate interests
when the opportunity to do so arises.
IV. INSIDER TRADING
The Company has a securities trading policy and all associates and
directors must abide by its terms. This policy, among other things,
provides that associates and directors may not buy or sell shares of
the Company traded on the New York Stock Exchange when they are in
possession of material, non-public information. They also are
prohibited from passing on such information to others who might make an
investment decision based on that information. Associates and directors
also may not trade in stocks of other companies about which they learn
material, non-public information through the course of their employment
or service. Any questions about whether information is material or has
been adequately disclosed to the public should be directed to the
Company's General Counsel.
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V. CONFIDENTIALITY
Associates and directors should maintain the confidentiality of
proprietary and confidential information entrusted to them by the
Company or its customers and suppliers, except when disclosure is
authorized or legally mandated. "Confidential information" includes all
non-public information that might be of use to competitors or harmful
to the Company or its customers or suppliers, if disclosed, such as
business plans, marketing strategies, pricing or proprietary
manufacturing processes. This obligation to protect confidential
information does not cease when an associate or director leaves the
Company. Any questions about whether information is confidential should
be directed to the Company's General Counsel.
VI. FAIR DEALING
Each associate and director should endeavor to deal fairly with the
Company's competitors, suppliers, customers and associates. No
associate or director should take unfair advantage of any other person
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or other unfair practices.
VII. PROTECTION AND PROPER USE OF THE COMPANY'S ASSETS
All associates and directors have a duty to protect the Company's
assets and ensure that they are used properly and efficiently. Theft,
carelessness and waste have a direct impact on the Company's
profitability and financial health. The Company's assets should be used
only for legitimate business purposes and associates and directors
should take measures to ensure against their theft, damage or misuse.
These assets include intellectual property such as patents, trademarks,
trade secrets, business and marketing plans, salary information and any
unpublished financial data and reports. Any unauthorized use or
distribution of this information is a violation of this Code.
VIII. ACCURACY OF RECORDS AND REPORTING
All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
matters to which they relate and must conform both to applicable legal
requirements and to the Company's system of internal controls. The
making of false or misleading records or documentation is strictly
prohibited. The Company must operate in compliance with all applicable
laws and regulations regarding the preservation of records. Records
should be retained or destroyed only in accordance with the Company's
document retention policies.
IX. DISCLOSURE CONTROLS AND PROCEDURES
The Company is required by SEC rules in the United States to maintain
effective "disclosure controls and procedures" so that financial and
non-financial
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information required to be reported to the SEC is timely and accurately
reported both to our senior management and in public filings the
Company makes. All associates are expected, within the scope of their
employment duties, to support the effectiveness of these disclosure
controls and procedures. To that end, it is Company policy to promote
the full, fair, accurate, timely and understandable disclosure in
reports and documents filed with the SEC and otherwise communicate to
the public.
X. IMPROPER INFLUENCE ON CONDUCT OF AUDITS
Associates must not take any action to fraudulently influence, coerce,
manipulate, or mislead any independent public or certified accountant
engaged in the performance of an audit of the financial statements of
the Company. Associates must also not take any action to fraudulently
influence, coerce, manipulate, or mislead any member of the Company's
internal auditors engaged in the performance of an internal audit or
investigation. Further, associates need to cooperate in any audit or
investigation being conducted by the Company's internal or external
auditors.
XI. INTERACTION WITH PUBLIC OFFICIALS AND ENTERTAINMENT AND GRATUITIES
When dealing with public officials, associates and directors must avoid
any activity that is or appears illegal or unethical. The giving of
gifts, including meals, entertainment, transportation and lodging, to
government officials in the various branches of U.S. government, state
and local governments and foreign governments, is restricted by law.
Associates and directors must obtain preapproval from the Company's
General Counsel before providing anything of value to a government
official or associate in the United States. These rules do not,
however, apply to individual lawful political contributions.
In addition, the U.S. Foreign Corrupt Practices Act prohibits giving
anything of value, directly or indirectly, to officials of foreign
governments or foreign political candidates in order to obtain or
retain business. Illegal payments to government officials of any
country are strictly prohibited.
The Company believes that business decisions by its non-governmental
customers should be made solely on the basis of the Company's quality,
service, price and other competitive factors. Gifts and entertainment
of nominal value are used to create good will with non-governmental
customers. If they go beyond that and make the customer feel obligated
to offer any special consideration to the Company, they are
unacceptable. The Company's policy is to avoid even the appearance of
favoritism based on business entertainment or gratuities.
Associates should exercise good judgment and moderation and should only
offer gratuities to customers to the extent they are in accordance with
reasonable customs in the marketplace.
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Normal and reasonable entertainment of non-governmental customers and
suppliers covered by standard expense account reporting is permissible
when not contrary to applicable law or to the non-governmental
customer's or supplier's own policy.
XII. ENVIRONMENTAL PROTECTION
The Company fully supports the belief that each associate has a
responsibility to protect the environment and human life and health. It
is, therefore, very important that each associate accept responsibility
for compliance with laws and regulations governing the protection of
the environment. No individual will knowingly buy for use at the
Company, use or dispose of, other than in accord with the law, any
chemical or other substance which it is illegal to use or dispose of
where we operate. Supervisors and managers are expected to stay current
with all relevant laws and regulations concerning the protection of the
environment, to seek professional guidance when necessary, and to
assure compliance with the laws and regulations.
Individuals who knowingly violate any environmental law or regulation
will be subject to discharge and prosecution. Accidental incidents
which affect the environment must be reported immediately and measures
must be undertaken immediately to minimize environmental impact.
XIII. USE OF ELECTRONIC RESOURCES
The Company's electronic technical resources - including desktop and
portable computer systems, fax machines, Internet and World Wide Web
(Web) access, voice mail, electronic mail (e-mail), and intranet, as
well as the use of any company-paid accounts, subscriptions, or other
technical sources - enable associates quickly and efficiently to access
and exchange information throughout the Company and around the world.
These technical resources are provided for the benefit of the Company
and its customers and suppliers. They are provided only for use to
pursue company business, unless otherwise authorized. Associates are
permitted to use the Company's technical resources for occasional,
non-work, non-prohibited purposes. Nevertheless, other than specific
legal exceptions, associates have no right or privacy as to any
information or file transmitted or stored on or through the company's
electronic technical resources. Associates are responsible for ensuring
that they use the technical resources provided in an effective,
ethical, and legal manner.
Use of the Company's technical resources may not be used for personal
gain, the advancement of individual views, or the solicitation of
non-Company business or activities. Your use of the Company's technical
resources must not interfere with your productivity, the productivity
of any other associate or the operation of the Company's technical
resources.
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Sending, saving, or viewing offensive material using the Company's
technical resources is prohibited. Messages stored or transmitted must
not contain content that may reasonably be considered offensive to any
associate. Offensive material includes, but is not limited to, sexual
comments, jokes or images, racial slurs, gender-specific comments, or
comments or images that would offend someone on the basis of a person's
race, color, creed, sex, age, national origin, or physical or mental
disability. Use of the Company's technical resources to harass,
discriminate or for other prohibited purposes is unlawful and strictly
forbidden, and will be subject to discipline, up to and including
termination of employment.
COMPLIANCE STANDARDS AND PROCEDURES
We understand that no code or policy can address every scenario or answer every
question. To ensure that all associates and directors can obtain prompt answers
to their questions and inquiries, we have implemented the following policies and
procedures.
COMPLIANCE
All associates and our officers and directors are expected to be familiar with
this Code and apply it in the performance of their responsibilities. Associates
and officers who violate this Code are subject to disciplinary action up to and
including termination of employment and may be subject to civil and/or criminal
action. Supervisors are responsible for ensuring compliance with this Code by
monitoring and enforcing this Code within their areas of responsibility. All of
General Cable's supervisors are expected to lead by example and communicate a
real concern for adherence to these ethical guidelines.
Business team general managers and functional leaders are also responsible for
overseeing compliance with this Code and should be familiar with it and related
Compliance Guidelines and be prepared to answer questions from those whom they
supervise.
In addition, the Company's General Counsel has responsibility for overseeing and
monitoring compliance with this Code. The General Counsel will make periodic
reports to the Company's Audit Committee regarding the implementation and
effectiveness of this Code as well as the Company's policies and procedures to
ensure compliance with this Code. You can reach the General Counsel at
859-572-8890 or rsiverd@generalcable.com.
ASKING QUESTIONS AND REPORTING VIOLATIONS
All associates are encouraged to speak with their supervisors when in doubt
about the best course of action in a particular situation. If you are still in
doubt, consult with a Responsible Person or the General Counsel.
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We expect all associates to immediately report to the appropriate Company
personnel evidence of any improper conduct, violation of law or regulations of
this Code. Responsible Persons are required to report violations reported to
them to the General Counsel. The Company does not permit retaliation or
discrimination of any kind against associates who reasonably believe there has
been possible illegal or unethical conduct and who in good faith report the
conduct to us. However, it is a violation of our policy for any associate to
communicate a report claiming illegal or unethical conduct which the associate
knows to be false.
You can report to us in writing by mail addressed to the Legal Department,
Attention R. Siverd. You can also report using the Hotline - Associates in the
United States, Canada, Puerto Rico and the U.S. Virgin Islands can call
1-877-888-0002 or in all other worldwide locations call collect following
country-specific collect call procedures to 1-770-810-1147. Operators are
available who speak English and Spanish and translation services are available
for other languages as needed.
Further, if you are reporting violations regarding accounting, internal controls
or auditing, you can also bring this to the attention of the Audit Committee of
General Cable's Board of Directors any questions, concerns or complaints you may
have regarding accounting, internal accounting controls or auditing matters. In
addition to the procedures outlined above, the Audit Committee has established
additional procedures for:
- - the receipt, retention and treatment of complaints received by General
Cable regarding accounting, internal accounting controls and auditing
matters; and
- - the confidential, anonymous submission by employees of concerns regarding
what they may perceive as questionable accounting or auditing matters.
INVESTIGATIONS
Reported violations will be promptly investigated. The person reporting the
violation should not conduct an investigation on his or her own. However,
associates and directors are expected to cooperate fully with any investigation
made by the Company or any of its representatives.
ADDITIONAL RESOURCES
Depending upon your responsibility within the Company, you may be
provided with additional written Company policies or guidance which govern your
conduct with respect to particular matters. The Guidelines currently contain an
Appendix on Insider Trading in Stock that gives more detail on that topic.
Associates will also receive specific training in areas where additional
training is helpful.
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