Exhibit 14 Corporate Policy #C-039
Issue Date: December 15, 2003
CODE OF BUSINESS CONDUCT AND ETHICS
POLICY: This Code of Business Conduct and Ethics applies to all LESCO
Associates. Each LESCO Associate shall conduct company business in an
honest and ethical manner and in compliance with all applicable laws,
rules and regulations. This Code is intended give direction to
Associates for maintaining the Company's reputation for business
integrity and high ethical standards. Associates shall not knowingly
or recklessly misrepresent material facts or allow their independent
judgment to be compromised, shall not use for personal advantage
company assets or confidential information acquired in the course of
their employment and shall proactively promote honest and ethical
behavior among peers and subordinates in the work place. This Code is
not intended to cover every issue or situation an Associate may face.
Nor does it replace other more detailed policies and guidelines. The
Company reserves the right in its sole discretion to modify or
eliminate any of the contents of this Code without prior notice.
RESPONSIBLE OFFICER: President and Chief Executive Officer
PROCEDURE:
I. CONFLICT OF INTEREST
Associates shall ethically handle all actual or apparent conflicts of
interest between personal and professional relationships. To the
extent reasonable, possible conflicts of interest and apparent
conflicts of interest should be avoided. When an Associate, or members
of their immediate family, interferes or appears to interfere in any
way with the interest of the Company, a conflict of interest can
arise. These conflicts may materialize under several circumstances,
for example:
A. Accepting a gift from a current or potential customer, supplier
or competitor;
B. Owning a financial interest in, or serving in a business capacity
with, an outside enterprise that does or wishes to do business
with, or is a competitor of the Company;
C. Serving as an intermediary for the benefit of a third party in
transactions involving the Company;
D. Using confidential Company information or other Company assets
for personal profit, conducting business for another enterprise
during Company working hours or using Company property to conduct
business for another enterprise; or
E. Employment in addition to employment with the Company (Refer to
#C-49 Employment in Addition to LESCO).
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Exhibit 14 Corporate Policy #C-039
Issue Date: December 15, 2003
II. COMPLY WITH ALL LAWS AND REGULATIONS
Each Associate must comply with the laws, rules and regulations of
individual localities, state and federal government, along with any
government where LESCO conducts business.
III. ACCURATE BUSINESS RECORDS
Associates must reflect accurately on all invoices to customers the
sale price and terms of sale for products sold or services rendered.
Each Associate has the responsibility to maintain accurate and
complete records. No false, misleading or artificial entries may be
made on the Company's books and records.
IV. BRIBERY AND CORRUPT PAYMENTS
Associates are not to be influenced by gifts or favors of any kind
from the Company's suppliers, potential suppliers, customers or
potential customers. It is the Company's policy to discourage the
receipt of gifts either directly or indirectly by Associates as any
gift may be misconstrued as an attempt to influence business
decisions.
V. DISCRIMINATION AND HARASSMENT
It is the policy of the Company to provide a workplace free of
harassment, intimidation and coercion on any basis prohibited by law
including age, ancestry, color, marital status, medical condition,
mental disability, physical disability, national origin, race,
religion, sex or sexual orientation. Refer to Corporate Policy #C-19
Harassment Policy and Corporate Policy #C-60, American Disabilities
Act.
VI. PROPER USE OF COMPANY ASSETS
All Company assets must be used for legitimate business purposes.
Associates are to protect the Company's assets and ensure their
efficient use. Theft, carelessness and waste have a direct negative
impact on the Company's profitability.
VII. FAIR AND ACCURATE DISCLOSURE
As applicable, Associates shall 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 Securities
and Exchange Commission and other public filings or communications
made by the Company.
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Exhibit 14 Corporate Policy #C-039
Issue Date: December 15, 2003
VIII. INSIDER TRADING
The Insider trading policy gives guidance to Associates for (1.)
maintaining nonpublic information about the Company in confidence,
and (2.) trading in LESCO stock only at appropriate times and under
appropriate conditions. Specific guidelines can be found in policy
#C-21, Insider Trading.
IX. WAIVERS
Only the Board of Directors shall have the authority to approve any
deviation or waiver from this Code. Any waiver to this Code for
directors or executive officers, including to whom it was granted and
the date thereof, and the reasons for it shall be promptly disclosed
in a filing on Form 8-K with the SEC and may be disclosed on a
posting in the Company's website.
X. VIOLATIONS OF THE CODE
A. Reporting Violations of the Code
1. Each Associate shall comply with the letter and the spirit
of the Code of Business Conduct and with the policies and
procedures of the Company, and shall report any suspected
violations promptly to: the Company's Chief Financial
Officer or the persons or confidential integrity hotline
identified in the Company's Corporate Policy #C-069, Policy
for Reporting Integrity Issues.
2. The Company shall not take adverse employment action against
an Associate in retaliation for any reports of suspected
violations made in good faith or for participating in an
investigation, hearing, court proceeding or another
administrative inquiry in connection with or as a result of
a report of a suspected violation. This Code of Business
Conduct is intended to encourage reporting of suspected
violations by Associates and presumes that Associates will
act in good faith and will not make false accusations. An
Associate who knowingly or recklessly makes statements or
disclosures that are not in good faith may be subject to
discipline, which may include termination. Associates who
report suspected violations of this Code pursuant to this
Code can and will continue to be held to the Company's
general job performance standards. Therefore, an Associate
against whom legitimate adverse employment actions have been
taken or are proposed to be taken for reasons other than
prohibited retaliatory actions, such as poor job performance
or misconduct by the Associate, is prohibited from using
this Code as a defense against the Company's lawful actions.
For purposes of this policy:
(1) Good Faith - Good faith is evident when the report is
made without malice or consideration of personal
benefit and the Associate has a
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Exhibit 14 Corporate Policy #C-039
Issue Date: December 15, 2003
reasonable basis to believe the report is true;
provided, however, a report does not have to be proven
to be true to be made in good faith. Good faith is
lacking when the disclosure is known to be malicious,
false or frivolous.
(2) Adverse Employment Action - Examples of adverse
employment action include, but are not limited to,
demotion, suspension, termination, transfer to a lesser
position, denial of promotions, denial of benefits,
threats, harassment, denial of compensation and
privileges as a result of the employee's report of
wrongdoing, or any manner of discrimination against an
Associate in the terms and conditions of employment
because of any other lawful act done by the employee
pursuant to this policy or Section 806 of the
Sarbanes-Oxley Act of 2002.
3. In order to facilitate implementation of this Code of
Business Conduct and Ethics, Associates have a duty to
cooperate fully with the investigation process and to
maintain the confidentiality of investigative information
unless specifically authorized to disclose such information.
B. Discipline for Violation of the Code
1. After a full and impartial investigation concerning
violations, Associates who have been found to violate this
policy will be subject to disciplinary action, up to and
including termination.
2. Based on the nature of the violations, Associates may also
be prosecuted to the full extent of the law violated.
REFERENCE DOCUMENTS: Acknowledgement Form for Code of Conduct
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C-049, Employment in Addition to LESCO
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C-019, Harassment Policy
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C-060, American Disabilities Act
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C-021, Insider Trading
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C-069 Reporting Integrity Issues
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Approved by: /s/ Michael P. DiMino
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President and Chief Executive Officer
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