EXHIBIT 14.1
PREFORMED LINE PRODUCTS COMPANY
CODE OF CONDUCT
This Code of Conduct (the "Code") applies to the Company's directors,
officers and employees, including the Company's chief executive officer, chief
financial officer, vice president - finance, controller, treasurer, and chief
internal auditor, if any (collectively "senior financial officers"). This Code
is intended to comply with the requirements of Rule 4350(n) of the NASDAQ'S
corporate governance standards and Item 406 of Regulation S-K. Any departure
from the Code by the Company's senior financial officers, directors or executive
officers must be approved by the board of directors or a committee designated by
the board of directors. All such departures shall be disclosed as required by
the rules of the NASDAQ and the rules and regulations of the Securities and
Exchange Commission ("SEC"). Each director, officer and employee is expected to
adhere at all times to both this Code and the Company's other policies and
procedures.
The Code addresses the Company's commitment to the honesty, integrity
and ethical behavior of the Company's directors, officers and employees. These
qualities are essential to the Company's reputation and success. This Code
governs the actions and working relationships of the Company's directors,
officers and employees with current and potential customers, consumers, fellow
employees, competitors, government and self-regulatory agencies, investors, the
public, the media, and anyone else with whom the Company has or may have
contact. The Company and each of its directors, officers and employees must
conduct their business affairs with the highest standards of honesty and
integrity and must also respect the rights of their fellow directors, officers,
employees and third parties. Your actions must be free from discrimination,
libel, slander or harassment. Misconduct cannot be excused because it was
directed or requested by another party.
If you are ever unsure of the appropriate action, you are encouraged to
take advantage of the Company's open door and informal environment and raise
your concerns with appropriate management personnel.
All persons subject to the Code shall to the best of their knowledge
and ability, adhere to and advocate the following principles and
responsibilities governing their professional conduct. The failure to adhere to
the Code will result in the disciplinary action deemed appropriate by
supervisory personnel or by the Company's board of directors, which may include
termination of employment; the provisions of this Code will be enforced
consistently.
All Company directors, officers and employees shall:
1. Act with honesty and integrity and shall ethically handle all
actual or apparent conflicts of interest between personal and
professional relationships.
2. Endeavor to provide information that is full, fair, accurate,
timely, and understandable in all reports and documents that
the Company files with, or submits to, the SEC and other
public filings or communications made by the Company.
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3. Endeavor to faithfully comply with all laws, rules and
regulations of federal, state, and local governments, and all
applicable private or public regulatory agencies.
4. Proactively promote ethical behavior among peers and
subordinates in the work place.
5. Promptly report to the audit committee or other appropriate
persons any violation or suspected violation of the Code.
6. Act in good faith, responsibly, with due care, competence, and
diligence and shall not knowingly or recklessly misrepresent
material facts or allow their independent judgments to be
subordinated.
7. Not use confidential information acquired in the course of
their work for personal advantage and shall not buy or sell
the Company's securities in violation of the securities laws
or the Company's insider trading or stock pre-clearance
policies (if applicable).
8. Act responsibly in their use of and control over the Company's
assets and resources.
CONFLICTS OF INTEREST
A "conflict of interest" occurs when your private interest interferes
or appears to interfere in any way with the interests of the Company. You must
avoid all situations that might lead to a real or apparent material conflict
between your self-interest and your duties and responsibilities as an employee,
officer or director of the Company. Any position or interest, financial or
otherwise, which could materially conflict with your performance as an employee,
officer or director of the Company, or which affects or could reasonably be
expected to affect your independence or judgment concerning transactions between
the Company, its customers, suppliers or competitors or otherwise reflects
negatively on the Company would be considered a conflict of interest. In
addition, you may not exploit your position or relationship with the Company for
personal gain. For example, there is a likely conflict of interest if you (i)
cause the Company to engage in business transactions with relatives or friends;
(ii) use nonpublic, client or vendor information for personal gain by you,
relatives or friends (including securities transactions based on or while aware
of such information); or (iii) compete, or prepare to compete, with the Company
while still employed by the Company. Related party transactions approved by the
Audit Committee shall not be deemed to be a conflict of interest.
CORPORATE OPPORTUNITIES
Using confidential information about the Company or its businesses,
employees, officers, directors, customers, consumers or suppliers for personal
benefit or disclosing such information to others outside your normal duties is
prohibited. All non-public information about the Company should be considered
confidential. Directors, officers and employees are prohibited from:
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- Personally benefiting from opportunities that are discovered
through the use of the Company property, contacts, information
or position.
- Accepting employment or engaging in a business (including
consulting or similar arrangements) while employed by the
Company that may conflict with the performance of your duties
or the Company's interest.
- Soliciting, demanding, accepting or agreeing to accept
anything of value (for your personal benefit) from any person
in conjunction with the performance of your employment or
duties at the Company.
- Acting on behalf of the Company in any transaction in which
you or your immediate family has a significant direct or
indirect financial interest.
There are certain limited situations in which you may accept a personal
benefit from someone with whom you transact business, such as:
- Accepting gifts not to exceed an aggregate total value of $250
per year from any one individual or entity in recognition of
commonly recognized events or occasions (such as a promotion,
new job, wedding, retirement or holiday). Awards in
recognition of service and accomplishment may also be accepted
without violating these guidelines.
- Accepting something of value if the benefit is available to
the general public under the same conditions on which it is
available to you.
- Accepting meals, refreshments, travel arrangements and
accommodations and entertainment (such as golf outings,
sporting events or meals) of reasonable value (not in excess
of $250) in the course of a meeting or other occasion to
conduct business or foster business relations.
FAIR DEALING
No director, officer or employee may take unfair advantage of anyone,
including the Company's customers, suppliers, competitors and employees.
Additionally, no one may take advantage of another through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other unfair-dealing practices.
Employees must disclose prior to or at their time of hire the existence
of any employment agreement, non-compete or non-solicitation agreement,
confidentiality agreement or similar agreement with a former employer that in
any way restricts or prohibits the performance of any duties or responsibilities
of their positions with the Company. Copies of such agreements should be
provided to the Company to permit evaluation of the agreement in light of the
employee's position. In no event shall an employee use any trade secrets,
proprietary information or other similar property acquired in the course of his
or her employment with another employer in the performance of his or her duties
for or on behalf of the Company.
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COMPANY PROPERTY
Employees, officers and directors must protect the Company's property
and assets and ensure their efficient and proper use. Therefore, each employee,
officer and director must safeguard the Company's property and assets from loss
or theft and may not take such property for personal use unless such use has
been pre-approved by the person's supervisor. The Company's property includes
confidential information, software, computers, office equipment, and supplies.
You must appropriately secure all of the Company's property within your control
to prevent its unauthorized use or theft.
COVERING UP MISTAKES; FALSIFYING RECORDS
Mistakes should never be covered up; they should be immediately and
fully disclosed to appropriate members of management. Falsification of any
Company, client or third party record is prohibited.
REPORTING OF VIOLATIONS AND WRONGDOING
Each of us having evidence of an actual or potential violation of this
Code should report such evidence in accordance with the Company's Whistleblower
Policy. In the case of any of us who are directors, any such evidence should be
reported directly to the Audit Committee. The Company's Whistleblower Policy
provides protection to persons who report in good faith violations or potential
violations of this Code. Reports of violations or potential violations shall be
investigated in accordance with the Whistleblower Policy.
CONCLUSION
Each of the Company's directors, officers and employees is the guardian
of the Company's ethics and reputation. All parties are encouraged to talk to
supervisors, managers or other appropriate personnel when in doubt about the
best and ethical course of action in a particular situation. While there are no
universal rules, when in doubt ask yourself the following questions:
- - Will my actions be ethical in every respect and fully comply with the law and
with the Company's policies?
- - Will my actions have the appearance of impropriety?
- - Will my actions be questioned by my supervisors, associates, clients, family
or the general public?
- - Am I trying to fool anyone, including myself, as to the propriety of my
actions?
If you are uncomfortable with your answer to any of the above, you should not
take the contemplated actions without first discussing them with appropriate
management.
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