Exhibit 14
CODE OF ETHICS AND BUSINESS CONDUCT
March 13, 2003
TABLE OF CONTENTS
Page
Foreword 3
Introduction and Persons Subject to Code 4
Enforcement of the Code 4
Compliance with Laws and Regulations 5
Fraudulent Conduct 5
Conflicts of Interest 6
Proper Recording of Funds, Assets, Receipts
and Disbursements 7
Improper Influence on Audits 7
Proper Disclosure in Reports to the Public and the SEC 7
Obstruction of Justice 8
Insider Trading 8
Commercial Bribery 9
Political Contributions 10
Payments to Foreign Government Officials 10
Employee Relations 11
Unlawful Harassment 11
Antitrust Compliance 11
Environment and Safety 12
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FOREWORD
Clean Diesel Technologies, Inc. (the "Company")considers the standard of
personal and professional integrity with which its personnel conduct themselves
to be of material importance to its business. The Company's Board of Directors
has adopted this Code of Business Ethics and Conduct (the "Code") to assist its
directors, officers and employees in understanding the principles of conduct
that must be adhered to in order to fulfill the legal and ethical obligations
each assumes on association with the Company. Persons subject to this Code may
be requested periodically to affirm in writing that they have adhered to the
principles of the Code.
On Behalf of the Board of Directors
/s/ Jeremy D. Peter-Hoblyn
Jeremy D. Peter-Hoblyn
Chairman of the Board and
Chief Executive Officer
Date: March 13, 2003
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INTRODUCTION AND PERSONS SUBJECT TO THE CODE
The purpose of this Code of Ethics and Business Conduct (the "Code) is to
state the principles of business ethics and conduct that the Board of Directors
(the "Board") of Clean Diesel Technologies, Inc. and its subsidiaries (the
"Company") expects to be followed by all directors, officers and employees, of
the Company (collectively referred to in the Code as the Company's
"Associates"). Each of the Company's directors, officers and employees are
subject to the applicable provisions of the Code. The Code provides general
principles and specific guidelines applicable to business conduct.
These principles and guidelines are to be strictly adhered to at all times
and under all circumstances. Any employee who does not adhere to this Code is
acting outside the scope of his or her employment. Action in violation of the
Code will be subject to Company discipline up to and including dismissal.
Additionally conduct not in compliance with the Code may constitute a violation
of criminal laws.
Any Associate who, as part of his or her job responsibilities with the
Company, serves as a director or officer of another Company in which the Company
has an interest is expected to cast votes, exert influence and otherwise conduct
activities in a manner that will promote the observance of these principles and
guidelines. Also, the choice of the Company's contractors will be guided by
their ability to comply with these principles and guidelines where applicable.
The Board will continue to supervise compliance with the Code to assure
that the Company's business is conducted in a manner consistent with its
obligations to its shareholders and the public. It is the responsibility of all
levels of the Company's management to monitor compliance with the Code, to
suggest appropriate revisions which may be required from time to time, and to
ensure that all employees and contractors are aware of the provisions of the
Code.
ENFORCEMENT OF THE CODE
Instances of conduct prohibited by the Code should be brought to the
attention of a supervisor, or an officer of the Company, and, particularly when
the conduct involves a director or an officer of the Company, the Audit
Committee of the Board. Questions regarding the legality of a proposed action
should be referred to the Company's legal counsel for consideration. An
appropriate officer of the Company, after consultation with legal counsel,
should resolve all questions or refer them to higher authority in the Company,
including the Audit Committee. Waivers of the provisions of the Code shall be
granted by the Chief Executive Officer with the approval of the Audit Committee
of the Board or by the Audit Committee alone where the Chief Executive Officer
is involved.
COMPLIANCE WITH LAWS AND REGULATIONS
The Company is committed to being a good corporate citizen of all states
and countries in which it does business. Because of this commitment, it is the
policy of the Company to comply in all respects with all laws and regulations
that are applicable to its business at all governmental levels in the the United
States and abroad.
The Code in some cases deals with specific laws and regulations and
outlines general guidelines for compliance because of their particular
importance to the Company's business activities. It should be understood,
however, that the special emphasis on these laws and regulations does not limit
the general admonition to comply with all applicable laws and regulations.
Ethical business conduct should normally exist at a level well above minimum
legal requirements. The Company expects its Associates to deal fairly with all
persons with whom the Company does business and to maintain the Company's
reputation for integrity.
The laws and regulations of the states and countries in which the Company
does business form the framework around which its operations are built.
Compliance in all respects with both the spirit and the letter of those laws
will best serve the interests of the Company, its Associates and its
shareholders.
A company doing business on an international basis may encounter laws and
customs applicable in one country that conflict with those of another country.
For example, the laws of one country may encourage or even require business
practices not permitted in the United States. Associates must be careful to
conduct themselves in strict accordance with applicable laws of the countries in
which the Company operates.
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Associates should make the Company's legal compliance policy known to all
agents and contractors of the Company and inform such persons that the Company
expects them likewise to adhere to this policy. The ability to comply will be an
important consideration in choosing contractors.
FRAUDULENT CONDUCT
The Company expects its Associates to conduct themselves in their business
dealings in an honest and non-fraudulent manner. Likewise, the Company expects
its Associates to deal honestly with all governmental entities.
The Company's interests are never furthered by fraudulent dealings. In this
regard, the Company demands that all its Associates deal honestly with all
persons with whom the Company does business. Under no circumstances will any
Associate wilfully file or condone or solicit the filing of any materially
false, fictitious or fraudulent claim, report or information with any person or
governmental entity under any circumstances. Nor will fraudulent actions by the
agents or contractors of the Company be condoned under any circumstances.
CONFLICTS OF INTEREST
All Associates of the Company are expected to avoid any activity that may
interfere, or have the appearance of interfering with the performance of their
responsibilities to the Company.
It is not feasible to specify all activities that may give rise to a
conflict of interest; however, such conflicts will generally occur within the
areas of:
- - - Transactions with the Company
- - - Business relationships with vendors, competitors, etc.
- - - Business gifts
- - - Unsecured indebtedness to the Company
- - - Transactions with promoters, consultants, etc.
The following will serve as a guide to the circumstances or types of
activities that could cause conflicts and should, therefore, be fully reported
to the Company:
(1) Ownership by an Associate or a close relative of a two
percent or more financial interest in any enterprise that does
business with or is a competitor of the Company.
(2) Participation in any outside activity that competes directly
or indirectly with the Company or that interferes or has the
appearance of interfering with the performance of the Associate's
duties with the Company.
(3) Serving as a director, consultant, employee or agent of an
enterprise that conducts or seeks to conduct business with the
Company.
(4) Acceptance by an Associate or a close relative of gifts of a
size that may tend to influence business decisions or compromise
independent judgement. Such gifts would include loans, excessive
entertainment or other favors from an individual, enterprise or
organization that does or is seeking to do business with, or is a
competitor of the Company.
(5) Disclosure or use by an Associate of information that is
confidential, proprietary or privileged, for the benefit of an
Associate or of any other person.
In the event an Associate senses possible involvement in a conflict of
interest, the Associate should immediately report the matter to his or her
supervisor or, in the case of a director or officer of the Company, to the Audit
Committee of the Board, making a full disclosure of all pertinent circumstances.
Because each case may involve special circumstances, it will be judged on its
own merits.
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PROPER RECORDING OF FUNDS, ASSETS, RECEIPTS ANDDISBURSEMENTS
All funds, assets, receipts and disbursements of the Company shall be
properly recorded on the books of the Company.
To assure that this policy is implemented, it is specifically understood
that:
(1) No funds or accounts shall be established or maintained for
purposes that are not fully and accurately reflected on the books
and records of the Company.
(2) No funds or other assets shall be received, disbursed,
transferred or disposed of without being fully and accurately
reflected on the books and records of the Company.
(3) No false, fictitious or intentionally misleading entries
shall be made on the books or records of the Company and no false
or misleading reports pertaining to the Company or its operations
shall be issued. Any officer or employee having knowledge of any
act or circumstance that is prohibited by this policy shall
immediately report the matter to the Company controller of chief
financial officer, or, directly to the Audit Committee of the
Board.
IMPROPER INFLUENCE ON AUDITS
No Associate of the Company may take any action, or cause any other person,
to fraudulently coerce, manipulate or mislead the Company's independent auditors
engaged in the performance of an audit of the Company's financial statements.
The Company's audited financial statements are relied upon by the public,
the Company's shareholders and government authorities. Interfering with an audit
may cause the financial statements to be materially misleading leading to
serious consequences for the Company. In all dealings with auditors cooperation
is required. Auditor's requests for information shall be responded to fully and
promptly.
PROPER DISCLOSURE TO THE PUBLIC AND SEC
Associates responsible for preparing or approving annual and quarterly
reports to the public and the SEC, as well as press releases of Company
developments, shall, to the best of their knowledge, take care that such
documents do not contain an untrue statements of material facts or omit to state
material facts required so that the same shall not be misleading.
The Company's reports and releases are relied upon by the public,
shareholders and government authorities to present a fair picture of the
Company. Such reports and releases shall accurately describe the Company's
operations and finances to the extent relevant and material. Failure to do so
may have serious consequences for the Company.
OBSTRUCTION OF JUSTICE
Associates of the Company must conduct themselves so that they do not in
the course of providing services to the Company interfere with, hinder or
obstruct the operation of any judicial or other governmental system.
The Company recognizes that a properly functioning justice system is an
essential element in a free society and necessary to the promotion of business
activity. Attempts to hide evidence, convince witnesses to change testimony or
other attempts to prevent or tamper with the proper investigation and
prosecution of violations of law will not be tolerated. Associates should, for
example, never attempt to shred or otherwise dispose of records in the face of
an investigation or when circumstances suggest that an investigation is likely.
INSIDER TRADING
"Insider trading" is trading in Company stock based on material non-public
information or communicating material non-public information to others in
violation of the law. The Company expressly prohibits "insider trading."
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The term "insider" includes not only directors, officers, 10% shareholders,
or employees of the Company but may also include immediate family members who
reside with the insider or persons for whom the insider has a financial
responsibility.
Material information is generally defined as information for which there is
a substantial likelihood that a reasonable investor would consider it important
in making his or her investment decisions. Material information is also
information that, if disclosed, is reasonably certain to have a substantial
effect on the price of a Company's securities. Material information includes,
but is not limited to, earnings estimates, changes in previously released
earnings estimates, significant merger or acquisition proposals, major
litigation, extraordinary management developments, and dividend changes.
INFORMATION IS NON-PUBLIC UNTIL IT HAS BEEN COMMUNICATED TO THE MARKETPLACE.
This policy prohibits trading by any insider while he or she is in
possession of material non-public information. Additionally, this policy
prohibits trading by a non-insider while he or she is in possession of material
non-public information. Any of these activities is also a possible violation of
federal securities laws. Legal penalties for trading on or communicating
material non-public information are severe. These penalties apply to both the
individuals involved in the insider trading and to their employers. A person can
be subject to penalties even if he or she did not personally benefit from the
violation. Penalties include fines, jail sentences, and disgorgement of profits.
Except when a "Don't Trade" memorandum has been circulated by the Company
objecting to trading by Associates, all Associates may without objection by the
Company, purchase or sell shares of Company stock during a "window period"
following a Company earnings release. The period begins with the opening of
business on the third business day following the release and ends on the close
of business on the twelfth business day following the release. At all other
times, Associates shall fax or telephone the Corporate Secretary asking whether
the Company objects to a purchase or sale of Company stock and giving the
approximate number of shares and anticipated date of the transaction. The
Corporate Secretary will take up the matter with management and respond to the
inquiry within 24 hours. Whenever a trade has been completed, the details should
be reported to the Corporate Secretary.
Officers and directors of the Company must refrain from buying (including
the exercise of a stock option) or selling securities of the Company during
"closed periods." "Closed periods" are two months before the release of annual
results and one month before the release of quarterly results.
COMMERCIAL BRIBERY
No funds or assets of the Company shall be paid; loaned or otherwise
disbursed as bribes, kickbacks or other payments designed to improperly
influence or compromise the conduct of the recipient, and no Associate of the
Company shall accept any funds or other assets for assisting in obtaining
business or for securing special concessions from the Company for any other
person or legal entity.
The Company considers one of its most valuable assets to be its reputation
for integrity. The Company seeks stable and profitable business relationships -
- - based on integrity - - with customers, suppliers and all others whose
activities touch upon its own. To that end, the Company's Associates and agents
and contractors should conduct their business affairs in such an ethical way
that the Company's reputation will not be impugned in the event the full details
of their dealings become a matter of public discussion.
By way of illustrating the strict ethical standard that every Associate,
agent and contractor of the Company is expected to maintain, the following
conduct is expressly prohibited:
(1) Payment or receipt of money, gifts, loans or other favors
that may tend to improperly influence business decisions or
compromise independent judgment.
(2) Payment or receipt of rebates or kickbacks for obtaining
business for the Company.
(3) Payment of bribes to government officials, such as tax
authorities, to obtain favorable rulings on issues of local law.
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Other activities that, though not mentioned here, would similarly degrade
the Company's reputation for integrity are prohibited.
These guidelines are not intended to prevent the Company from paying normal
and reasonable commissions to its agents, from taking normal prompt payment
discounts, and also from giving or receiving gifts or services that are normal
and customary social amenities and that do not tend to compromise the conduct of
the recipient.
POLITICAL CONTRIBUTIONS
No funds or assets of the Company shall be contributed to any political
party or organization, or to any individual who either holds public office or is
a candidate for public office.
The laws of certain countries restrict or prohibit political contributions
by corporate entities. For example, the United Sates Federal Campaign Act of
1971, as amended, prohibits the contribution of corporate funds to candidates
for federal office or committees formed to support such candidates or advocate
other political causes. The Company shall comply strictly with applicable laws
governing political causes. The Company shall strictly comply with applicable
laws governing political contributions by corporate entities.
The following are examples of political activities that are prohibited by
these laws and by the policy of the Company:
(1) Contributions by an employee that are reimbursed through
expense accounts or in other ways.
(2) Use of Company funds to attend receptions, dinners or other
fund-raising events for political candidates.
(3) Contributions in kind, such as the loaning of employees to
political parties, or the use of Company property in political
campaigns.
The Company's policy is not intended to discourage or to prevent any
employee from engaging in political activities in an individual capacity on his
or her own time and at his or her own expense, or from making political
contributions from personal funds. This policy does not discourage or prevent
any Associate form expressing personal views with respect to legislative or
political matters or making lawful voluntary political contributions.
PAYMENTS TO FOREIGN GOVERNMENTAL OFFICIALS
No Company Associate has the authority to offer or make payments to a
foreign official to induce that official to affect any governmental act or
decision in a manner that will assist the Company to obtain or retain business
or to secure any improper advantage.
The Foreign Corrupt Practices Act ("FCPA") prohibits payments to foreign
officials that are made or even offered corruptly. Corrupt payments for purposes
of the FCPA are payments intended to induce a foreign official to misuse his or
her official position or to fail to perform an official function. Payments
include gifts of substantial value, lavish entertainment, and loans. The
prohibited payment could also be made to obtain or retain business for the
Company. It could also be made to obtain legislation, regulations, or rulings to
benefit the Company's business or to obtain, in general, any "improper
advantage" for the Company.
The corrupt payment must be made to a foreign official. A foreign official
for purposes of the FCPA is an officer or an employee of a foreign government or
department, agency, or instrumentality thereof, or any person acting in an
official capacity for or on behalf of such government department, agency, or
instrumentality. Officers of state owned and operated enterprises generally
would be regarded as within the purview of the FCPA. The term "foreign official"
also includes political party officials and candidates for political office. The
FCPA likewise prohibits corrupt payments to any person who is not a foreign
official if it is known that all or a part of the payment will be offered or
paid to a foreign official.
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Payments to attorneys, consultants, advisors, suppliers, and customers of
the Company, violate the FCPA is made while knowing that all or a portion of
such payments will be offered, given, or promised to a foreign official for any
opf the prohibited purposes stated above.
Certain types of payments are not covered by the FCPA. So-called "grease"
or "facilitating" payments - payments made to secure or expedite the performance
of routine government actions - typically are not prohibited by the FCPA. This
exception is, however, very narrow and Associates must consult with Company
counsel before considering making such a payment.
EMPLOYEE RELATIONS
It is the Company's policy and practice not to discriminate against any
employee or applicant because of race, color, religion, national origin, sex,
age, sexual orientation, and physical or mental disability.
The Company desires to create a challenging and supportive environment
where individual contributions and teamwork are highly valued. In order to
establish this environment, the Company seeks qualified applicants and expects
all employees to be responsible for supporting the Company's equal opportunity
employment policy.
UNLAWFUL HARRASSMENT
The Company's policy is that all employees work in an environment free from
unwelcome harassment by managers, employees or non employee third parties such
as vendors, visitors, or guests of the Company.
The Company's policy prohibits sexual harassment and harassment because of
race, color, national origin, ancestry, religion, creed, physical or mental
disability, unfavorable discharge from military service, learning disability,
present or past history of mental disorder, AIDS status. Marital status, medical
c0ondition, sexual orientation, age, or any other basis protected by federal,
state or local law.
ANTITRUST COMPLIANCE
The Company's policy is to comply strictly with applicable antitrust laws
domestically and abroad. Associates of the Company must avoid any conduct which
may be construed as a violation of antitrust laws.
In the united States there are four federal statutes basic to the federal
antitrust legal system - the Sherman Act, the Clayton Act, the Robinson-Patman
Act and the Federal Trade Commission Act. The Sherman Act of 1890 prohibits
contracts, combinations, or conspiracies in restraint of trade or commerce; it
also prohibits monopolization or attempts to monopolize any part of trade or
commerce. The Clayton Act of 1914 prohibits exclusive dealing arrangements and
certain mergers and acquisitions and forbids individuals in certain
circumstances from serving simultaneously on the boards of directors of two or
more companies. The Robinson-Patman Act of 1936 prohibits discrimination in
prices or promotional assistance by sellers to customers when the effect may
substantially lessen competition. The Federal Trade Commission Act of 1914
prohibits unfair methods of competition and deceptive practices.
Foreign sales and the Company's business abroad also require compliance
with the business competition laws of other countries or treaty organizations,
such as the European Union.
Agreements or understandings between competitors to fix prices, allocate
business or markets, engage in boycotts or to limit supply is considered per se
unlawful and are not defensible under the antitrust laws.
The antitrust laws are complex and highly technical and not always clear.
Consult with Company legal counsel before engaging in any business practice that
may involve antitrust implications
ENVIRONMENT AND SAFETY
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The Company is committed to the goal of safe, efficient and environmentally
sound business practices and operations. The Company believes that such
commitment is entirely consistent with its economic goals and in the best
interests of its shareholders.
The Company is committed to complying with all applicable laws and
regulations relating to protection of the environment and the maintenance of a
safe workplace, and to using all reasonable efforts to operate in a manner that
preserves the environment, conserves natural resources, and protects the safety
and well being of its Associates, customers and the general public. There are
federal, state and local laws and regulations relating to the protection of the
environment and the maintenance of a safe workplace. These laws and regulations
are diverse and far reaching and any violation of them can produce severe
consequences not only for the Company but for each Associate involved in a
violation. The Company policy is to endeavor to comply with standards that
satisfy the laws of all countries in which it operates.
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