8/16/04
EXHIBIT 14
IEC Electronics Corp.
CODE OF BUSINESS CONDUCT AND ETHICS
Adopted by the Board of Directors on November 20, 1997
Amended and Restated by the Board of Directors on August 26, 2004.
IEC Electronics Corp.
Code of Business Conduct and Ethics
TABLE OF CONTENTS
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Page No.
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Code of Business Conduct and Ethics............................................1
Introduction...................................................................2
Compliance with Laws, Rules and Regulations....................................3
Antitrust and Trade Regulation Laws.........................................3
International Business......................................................4
Illegal and Questionable Payments...........................................4
Patents, Trademarks and Copyrights..........................................5
Conflicts of Interest..........................................................6
Fair Dealing................................................................6
Avoidance of Certain Outside Business Interests and Employment..............6
Relationships with Customers, Vendors and Suppliers.........................7
Application to the Employee's Family........................................7
Corporate Opportunity.......................................................8
Duty to Disclose............................................................8
Employment Practices...........................................................9
Equal Opportunity, Non-Discrimination and Harassment........................9
Employee Safety; Substance Abuse............................................9
Political Activities and Contributions........................................10
Confidential Information......................................................11
Securities Transactions/Insider Trading.......................................12
Accurate Business Records.....................................................14
Administration of the Code....................................................16
Distribution and Certification.............................................16
Reporting Violations ......................................................16
Penalty for Violations.....................................................17
Waivers....................................................................17
Modifications/Amendments...................................................17
Criteria for Individual Judgment..............................................18
Scope.........................................................................18
Introduction
It is the policy of IEC Electronics Corp. ("IEC" or the "Company") to conduct
its business with honesty and integrity, and in accordance with the highest
moral, ethical and legal standards. To reaffirm this policy, the Board of
Directors of the Company has clarified and restated its Code of Business Conduct
and Ethics ("Code"). The Code applies to the Company's business worldwide and to
all members of the Board of Directors, all senior executive and financial
officers and all employees of the Company and its subsidiaries.
The guidelines in this Code are by necessity broad principles and do not address
every ethical or legal issue that you may face. They provide guidance for
carrying out your responsibilities on behalf of the Company and observing the
highest standards of ethical conduct. Because the Code does not provide answers
to all questions that may arise, you may from time to time need assistance in
determining how the Code applies to particular situations. Questions about its
application to particular situations should be directed to the Director, Human
Resources or the Chief Financial Officer.
2
Compliance with Laws, Rules and Regulations
Like any other business, IEC is subject to federal, state and local laws and
regulations as well as international law and regulations. The Company strives to
conduct its business in accordance with the letter and spirit of all applicable
laws and regulations. Compliance with the law does not comprise our entire
ethical responsibility. Rather, it is a minimum, absolutely essential condition
for performance of our duties. All personnel are expected to comply with all
applicable laws and regulations in every jurisdiction where IEC conducts
business, both in the United States and in other countries.
Antitrust and Trade Regulation Laws
Antitrust is a term for laws that protect the free enterprise system. The
Company will not engage in or support activities that improperly restrain trade
or that constitute unfair business practices. It is necessary for the Company
and its officers, directors and employees to obey the competition laws, both of
the United States and of any other country where it does business. The laws
prohibit activities such as
o Pricing intended to force a competitor out of business;
o Disparaging, misrepresenting, or harassing a competitor;
o Stealing trade secrets; bribery, and kickbacks; and
o Agreements, even unwritten, informal understandings, with
competitors to fix prices or terms or conditions of sale for
competing products or services; divide or allocate customers,
bids, markets or territories for competing products or
services; refuse to sell to particular buyers or to buy from
particular suppliers; or exchange or discuss nonpublic sales
information.
Relationships with customers, suppliers and distributors, whether embodied
within written agreements or understandings, can also be subject to a number of
antitrust prohibitions and must reflect a commitment to proper trade practices
and compliance with applicable laws.
Trade regulation laws also prohibit engaging in false or deceptive advertising
or other unlawful or unethical trade practices.
Antitrust laws are vigorously enforced. Violations may result in severe
penalties, both criminal and civil and both for the individuals involved and the
Company. These laws also apply to international operations and transactions
related to imports into and exports from the United States. Employees involved
in any dealings with competitors are expected to know that United States and
foreign antitrust laws may apply to their activities and to consult with the
Chief Executive Officer or Chief Financial Officer prior to negotiating with or
entering into any arrangement with a competitor.
3
International Business
Officers, directors and employees doing business in foreign countries must know
and follow the laws of those countries. In addition, United States law governs
certain practices with respect to foreign countries which also must be followed.
The Foreign Corrupt Practices Act (FCPA) prohibits offering anything of value to
induce a foreign government to enter into a contract or business relation or
otherwise influence an official decision. Company policy strictly forbids these
payments. The legal penalties involved may be severe for both the individual and
the Company. Personnel should consult the Chief Financial Officer concerning the
FCPA for more information on this statute.
There are certain other types of payments, sometimes called "facilitating"
payments, which often are required to be made in countries outside of the United
States in order to have minor government officials perform routine actions that
are within their usual duties that they might otherwise delay or fail to
undertake. These types of payments, generally small and in the nature of "tips,"
are permitted or expected by local custom and generally are not treated as
illegal by local law enforcement agencies. While the Company discourages such
payments, they are permitted as long as they fall within the limits of the above
description and are not intended for improper purposes. All such payments,
however, must be properly authorized and recorded in accordance with the
Company's financial control system.
The United States regulates and restricts the export of certain products and
technologies to foreign countries. Personnel who participate in exporting must
understand and comply with licensing, reporting, and restriction regulations.
Illegal and Questionable Payments
The Company prohibits bribes, kickbacks or other improper payments, whether made
directly or indirectly, to any individual or organization, including government
officials, political parties, customers, distributors, agents or private
persons. Similarly, acceptance of bribes or kickbacks in any form for any
purpose is prohibited. Additionally, the use of overbillings, underbillings, or
other artificial methods of payment to assist a customer, agent or distributor
to evade the tax or exchange-control laws of any country is improper.
If you have reason to believe that any improper payments have been or will be
made, full disclosure must be made immediately to the Company's Chief Financial
Officer.
4
Patents, Trademarks and Copyrights
The Company has a policy of not violating the patents, trademarks, copyrights
and other intellectual property of others and expects that all employees and all
others will likewise refrain from violating the Company's intellectual property.
5
Conflicts of Interest
A "conflict of interest" occurs when an individual's private interest interferes
in any way - or appears to interfere - with the best interests of the Company. A
conflict situation can arise when you take an action or have an interest that
may make it difficult for you to perform your work objectively and effectively.
All officers, directors and employees are expected to conduct their activities
with the Company's best interests in mind. You are expected to avoid all
situations that might lead to a real or an apparent conflict between your
self-interest and your duties and responsibilities as an officer, director or
employee of IEC.
The Company recognizes and respects the right of all personnel to take part in
financial, business and other activities outside their jobs. However, these
external activities must not place you in an actual or apparent conflict with
your responsibilities to the Company.
A conflict of interest can arise under many circumstances, and generally occurs
when any interest or activity outside of the Company is allowed to:
o Influence your judgment when acting on behalf of the Company;
o Compete against the Company in any business activity;
o Divert business from the Company;
o Diminish efficiency and effectiveness in performing your
regular duties; or
o Misuse Company resources or influence.
Fair Dealing
Each employee, officer and director must endeavor to deal fairly with the
Company's customers, suppliers, competitors and employees. No one should take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any unfair
dealing practice.
Avoidance of Certain Outside Business Interests and Employment
You are expected to avoid any investment, interest, association or relationship
that interferes or might interfere with your independent exercise of judgment in
the Company's best interest. Employment or consulting with, or other substantial
business interests in, a competitor must never be undertaken. Employment,
consulting or other substantial business interest in another supplier or
customer is prohibited unless first reviewed and approved in writing by the
Chief Executive Officer or Chief Financial Officer.
6
Relationships with Customers, Vendors and Suppliers
The Company buys many goods and services from others. The selection of services
or goods should be based solely upon price, quality, service and need. Employees
involved in the selection and/or purchase of goods and services from vendors and
suppliers should avoid situations that could interfere, or appear to interfere,
with their ability to make free and independent decisions regarding purchases on
behalf of the Company.
Sales of products and services and purchases from suppliers must be free from
any inference or perception that favorable treatment was sought, received or
given, whether in the form of gifts, favors, entertainment, services or other
gratuities. If you are offered or receive any substantial gift or favor, it
should not be accepted and your supervisor should be notified. This guideline
does not apply to items of small value commonly exchanged in business
relationships, but even in this case, discretion and common sense should be your
guide.
In commercial business, the exchange of social amenities with suppliers, vendors
or customers is acceptable when reasonably based on a clear business purpose and
within the bounds of good taste. Meetings accompanied by a meal with suppliers
or customers are sometimes necessary and desirable; however, excessive
entertainment of any sort is not acceptable.
In general, gifts, favors and entertainment should:
o Be consistent with accepted business practice;
o Comply with applicable law and accepted ethical standards;
o Be sufficiently limited in value and in a form that will not
be construed as a bribe or payoff; and
o Avoid creating a situation where public disclosure of the
facts will result in embarrassment to you and the Company.
Application to the Employee's Family
Conflicts of interest, such as described earlier, may arise when your family is
involved. While the Company recognizes that family members may have personal
interests that are beyond your control, you need to be sensitive to such
potential conflicts so as to avoid compromising the Company's interests. No
officer, director or employee shall enter into any business arrangement or
transaction on behalf of the Company with or involving any family member without
disclosure of the relationship and prior approval from the Chief Executive
Officer or Chief Financial Officer.
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In addition, you should not supervise, be under the supervision of, or be in a
position to influence the salary or conditions of employment of a family member.
Corporate Opportunity
A "corporate opportunity" is an opportunity discovered through the use of
Company property, information or position. Officers, directors and employees
must not take for themselves personally opportunities that could reasonably be
available to the Company. You may not use corporate property, information or
position for personal gain, and you may not compete with the Company directly or
indirectly.
Duty to Disclose
Company personnel are under a continuing obligation to disclose promptly any
circumstances that might constitute a conflict of interest. If you suspect a
conflict of interest exists, contact your immediate supervisor and/or manager so
that the matter can be resolved promptly.
8
Employment Practices
Equal Opportunity, Non-Discrimination and Harassment
All employees expect and deserve a work place where they feel respected,
satisfied, and appreciated. IEC is committed to complying with all applicable
civil rights, human rights and labor laws and to providing equal employment
opportunity to employees and job applicants. It is IEC's policy to ensure that
no employee or applicant for employment is discriminated against in recruitment,
hiring, training, or promotion because of age, race, color, religion, sex,
national origin, sexual orientation, handicap, disability, marital status or
veteran status. It is also the policy of IEC to provide a workplace free of
harassment based on these factors. IEC also prohibits retaliation for reporting
in good faith any complaint of workplace harassment.
Providing an environment that supports the honesty, integrity, respect, trust,
responsibility, and citizenship of every employee permits the Company the
opportunity to achieve excellence in the workplace.
Employee Safety; Substance Abuse
It is the Company's policy to provide a drug and alcohol-free, safe, and healthy
work environment, to comply with all applicable environmental, safety and health
laws and regulations, and to apply responsible standards where laws or
regulations do not exist. Employees must use equipment and handle, store and
dispose of hazardous materials and toxic wastes with care and in accordance with
applicable law and with the Company's established policies and procedures.
Employees should immediately report to the appropriate management any accident
or injury sustained on the job, or any conditions that are perceived to violate
environmental, safety or health laws or regulations, or that pose a danger to
the environment, our employees or the communities in which we work.
The Company has a particular concern about drug and alcohol abuse since these
can have a serious effect on an employee's productivity and job performance and
may jeopardize the safety of the employee and his/her co-workers.
IEC will conduct drug or alcohol screening tests as a part of its pre-employment
process and will conduct drug or alcohol screening tests for reasonable cause,
for involvement in a work-related accident, or at random intervals pursuant to a
computer-generated random selection program.
9
Political Activities and Contributions
No officer, director or employee shall make contributions from Company funds or
property to any political parties or candidates, even when local or foreign laws
may permit such practices. This prohibition covers not only direct
contributions, but also indirect assistance or support through buying tickets to
political fund-raising events or furnishing goods, services or equipment for
political fund-raising or other campaign purposes. The prohibition is not,
however, intended to discourage individual participation in political activity.
However, the Company is prohibited from compensating or reimbursing any officer,
director or employee, directly or indirectly, in any form, for political
contributions such person intends to make or has made. Further, no officer,
director or employee shall, on behalf of the Company, attempt to influence
another officer's, director's or employee's decision to make, or refrain from
making, a personal political contribution or a contribution of non-working time
to a candidate or a party.
10
Confidential Information
All non-public information regarding IEC or its business, employees, customers
and suppliers is confidential. Such information is a valuable asset of the
Company and its protection, including maintaining its secrecy, plays a vital
role in our continued growth and ability to compete.
Confidential information includes any information or knowledge created, acquired
or controlled by the Company that the Company has determined should be
safeguarded from improper disclosure. Confidential information may include, but
is not limited to, financial records, business plans, sales and marketing data,
employee records, such as medical records and salary data, and technical
information. It may also include information divulged by suppliers, customers,
and competitors in the course of business dealings. You have signed an agreement
as a condition to employment that includes provisions regarding non-competition
and keeping confidential information confidential. You remain under an
obligation to keep all information confidential even if your employment or
relationship with IEC ends.
In addition to contractual obligations, each officer, director and employee must
ensure that confidential information under his or her direction and/or control
is properly safeguarded in accordance with Company policies and instructions.
These policies include limiting access to confidential information to authorized
persons with a "need to know"; disclosing confidential information only where
there is a valid business need and only then as specified in Company policies
and instructions; and refraining from using Company information for personal
benefit or any other purpose other than in furtherance of the Company's
business.
Unauthorized releases of confidential information, whether intentional,
unintentional or suspected, should be reported immediately to the Chief
Financial Officer, and questions on whether information is confidential should
be directed to the Chief Financial Officer. The unauthorized disclosure of
confidential information will be considered a serious violation of the Code.
11
Securities Transactions/Insider Trading
All officers, directors and employees should not trade in IEC's securities or
the securities of other companies on the basis of material non-public
information.
Material non-public information is information that has not been publicly
disclosed about or involving the Company that a reasonable investor would
consider important in making a decision to buy, sell or hold stock. This
includes, for example, nonpublic information on earnings, new contracts,
products or discoveries, major management changes, significant gains or losses
of business, acquisitions and mergers, lawsuits, and other important corporate
developments.
Information is considered to be non-public until it has been adequately
disclosed to the public, i.e. the information has been publicly disclosed and
adequate time has passed for the securities market to digest this information.
Disclosing nonpublic material information, acting on such information, or
recommending others to act based on the information may violate the laws and
rules covering insider trading and could have serious legal consequences. To
avoid this risk:
o Do not buy or sell the Company's stock when you have material
non-public information about the Company. If there are
questions concerning the applicability of this restriction,
contact the Chief Financial Officer.
o Do not pass on material non-public information about the
Company to friends, relatives, or others. If you do pass on
non-public information and the listener uses it to trade in
securities, both you and the listener may violate insider
trading laws.
o Do not suggest to friends, relatives or others that they
should trade in the Company's stock when you have material
non-public information about the Company.
o Do not discuss material non-public information with coworkers,
except to the extent that it is necessary for you to do your
job.
o Employees generally do not need to be concerned about stock
purchases or account allocations made in connection with
Company-sponsored plans such as the Employee Stock Purchase
Plan or stock option plans. However, sales by employees of
stock previously received by them under employee plans are
subject to the rules, as are all other individual purchases or
sales of Company stock.
These same rules apply if you have material non-public information about another
publicly traded company.
12
Officers and directors of the Company are subject to specific additional legal
restrictions on trading in the Company's stock. The officers and directors have
been furnished with detailed explanations of these restrictions. Additional
copies of memoranda explaining these restrictions, as updated from time to time,
can be obtained by the Company's officers and directors from the Chief Financial
Officer or IEC's legal counsel.
If you leave the Company, your obligation to maintain the confidentiality of any
such non-public information continues until that information has been adequately
disclosed to the public.
Any questions you may have as to whether such non-public information has been
adequately disclosed to the public or regarding the applicability of the
securities laws to our business practices should be referred immediately to the
Chief Financial Officer.
13
Accurate Business Records
The Company's ability to make responsible business decisions and to deal
honestly and fairly with governmental authorities, suppliers, customers,
shareholders, and employees requires honest and accurate recording and reporting
of information. Accordingly, the Company's book, records of account must be
accurate and complete for all transactions. IEC has established internal
accounting controls, disclosure controls and record keeping policies in order to
meet both its legal requirements and its business needs. All employees are
required to maintain and to adhere to these controls and policies. Employees
must neither commit nor fail to communicate to the Chief Financial Officer any
action that may lead or cause the books or records to misrepresent or to be
inaccurate. Likewise, there shall be no concealment of information from the
Company's independent auditors.
All transactions must be properly authorized and approved in accordance with
established policies and procedures. All receipts and expenditures incurred on
behalf of IEC, including personal expense statements, must be supported by
documents that accurately and properly describe such entries. If you are
responsible for approving expenditures or for keeping any books, records and
accounts for IEC, you should not approve or record any expenditures or entries
without proper supporting documents.
All transactions should be recorded in accordance with standard procedures, into
accounts that fairly reflect the true nature of the transaction. Transactions
should be recorded on a timely basis in order to permit preparation of financial
statements in accordance with generally accepted accounting principles. You are
responsible for accurately and timely reporting any business expenses that you
may incur.
No false or misleading entries shall be made in any of IEC's book, records or
accounts for any reason, including but not limited to submitting any false
personal expense statement or any claim for reimbursement of a non-business
personal expense, or falsifying any employee benefit information or claim. No
undisclosed or unrecorded funds or assets shall be established or maintained for
any purpose. If any payments are made to any foreign official, political party
or candidate, all financial entries should reflect the true nature, amount and
purpose of all monies spent. Also, no "slush fund" or other pools of monies may
be established that is not accurately reflected on IEC's books.
No employee, officer or director, or other person acting under their direction
shall take any action to fraudulently influence, coerce, manipulate or mislead
any independent public or certified accountant engaged in performing an audit of
IEC's financial statements for the purpose of rendering such financial
statements materially misleading. No employee, officer or director shall make
any false or misleading statements to an accountant in connection with any audit
or examination of IEC's financial statements.
14
All information prepared and published in connection with IEC's public reporting
pursuant to requirements of the Securities and Exchange Commission ("SEC") or
any other regulatory agency, shall be complete, not misleading, fair and
accurate to the best of your knowledge at the time you prepare or approve such
information for inclusion in such filings.
In addition to the foregoing, the Chief Executive Officer and all senior
financial officers, including the Chief Financial Officer and principal
accounting officer, are subject to the following specific policies. The Chief
Executive Officer and each senior financial officer:
o are responsible for full, fair, accurate, timely and
understandable disclosure in the periodic reports required to
be filed by the Company with the SEC. In addition, the Chief
Executive Officer and each senior financial officer must
provide full, fair, accurate and understandable information
whenever communicating with the Company's stockholders or the
general public. It is the responsibility of the Chief
Executive Officer and each senior financial officer promptly
to bring to the attention of the Audit Committee of the Board
of Directors any material information of which he or she may
become aware that affects the disclosures made by the Company
in its public filings or in other public communications made
by the Company.
o shall promptly bring to the attention of the Audit Committee
any information he or she may have concerning (a) significant
deficiencies in the design or operation of internal controls
which could adversely affect the Company's ability to records,
process, summarize and report financial data or (b) any fraud,
whether or not material, that involves management or other
employees who have a significant role in the Company's
financial reporting, disclosures or internal controls.
o shall promptly bring to the attention of the Audit Committee
any information he or she may have concerning any violation of
the Company's Code of Business Conduct and Ethics, including
any actual or apparent conflicts of interest between personal
and professional relationships, involving any management or
other employee who has a significant role in the Company's
financial reporting, disclosures or internal controls.
o shall promptly bring to the attention of the Audit Committee
any information he or she may have concerning evidence of a
material violation of the securities or other laws, rules or
regulations applicable to the Company and the operation of its
business, by the Company or any agent thereof.
If you have reason to believe any of these policies have been violated, full
disclosure must be made immediately to the Chief Financial Officer, Chief
Executive Officer, or Chairman of the Audit Committee of the Board of Directors.
15
Administration of the Code
This Code will be administered and monitored by IEC's Human Resources Department
under the supervision of the Audit Committee of the Board of Directors. You are
encouraged to seek guidance as this Code cannot provide definitive answers to
all questions. Any questions and further information on this Code should be
directed to the Director, Human Resources, or the Chief Financial Officer.
Distribution and Certification
This Code will be communicated and distributed to all officers, directors and
employees. It will also be available on the IEC web site at:
www.iec-electronics.com. Each officer, director and employee will be asked to
sign a statement acknowledging that he/she has received a copy of the Code, has
read and understands the guidelines and will comply with them. You may be asked
periodically to certify your ongoing compliance with the Code. The Director of
Human Resources shall report periodically to the Audit Committee of the Board of
Directors regarding the administration of the Code.
Reporting Violations
You are responsible for adhering strictly to the Code and to all additional
policies of IEC. You should disclose any previously unreported transactions,
relationships or activities known to you that appear to be in violation of the
Code and that the Code requires to be disclosed. You also have a duty to report
apparent misconduct by others. Any failure to report a Code violation shall
itself constitute a violation of this Code.
You should promptly report to your supervisor, the Director of Human Resources
or the Chief Financial Officer any activity that appears to be illegal or
fraudulent or otherwise in violation of the Code. If you would rather contact a
resource outside of Company management, you may contact the Chairman of the
Audit Committee of the Board of Directors by following the procedure in the
Company's Whistleblower Policy, set forth in Policy 1.8 of the Policy Manual,
and by using the Company's anonymous "Whistleblower Hotline" at 315-332-4555.
Anonymous reports will be investigated if sufficient information is provided.
However, IEC encourages you to identify yourself if you call, in case additional
information is necessary during the course of the investigation.
Upon receiving such information, the supervisor, Director of Human Resources or
the Chief Financial Officer will promptly take all action necessary to prevent
or remedy any violation and record all reports and any corrective action taken.
If the information is received by a supervisor, he or she shall promptly bring
the matter to the attention of the Director of Human Resources or Chief
Financial Officer for investigation and for the determination of appropriate
disciplinary action. When such officers receive reports of alleged or potential
violations of this Code, they shall conduct such investigations and take such
other action as they shall deem necessary and appropriate to prevent or remedy
violations and to recommend appropriate corrective and disciplinary action.
16
Any Code violation that involves the Chief Executive Officer, Chief Operating
Officer or the Chief Financial Officer or an allegation of any accounting or
financial reporting irregularity or impropriety should be reported to the
Chairman of the Audit Committee of the Board of Directors, who will conduct an
investigation and take such action as is deemed necessary and appropriate.
The Director of Human Resources and the Chief Financial Officer shall
periodically report violations of the Code and the corrective actions taken to
the Company's Chief Executive Officer, President, Chairman of the Board, and the
Audit Committee of the Board of Directors.
To the fullest extent possible and appropriate, IEC will endeavor to keep
confidential the identity of any employee, officer or director who reports a
violation. It is IEC's policy to prohibit retaliation against employees,
officers and directors who in good faith report possible Code violations by
others. However, if you knowingly or recklessly provide false information to
IEC, it may result in disciplinary action, including immediate dismissal.
Penalty for Violations
Failure of any employee, officer or director to comply with this Code may result
in disciplinary action which, depending on the circumstances of the matter, may
include reprimand, probation, suspension, demotion, salary reduction, or
dismissal. Disciplinary action will also apply to supervisors and executives
who, with respect to those employees reporting to them know that conduct which
is prohibited by this Code is contemplated or has been engaged in and
appropriate action is not taken. In addition to the Company's disciplinary
actions, some Code violations may be serious enough to result in civil or
criminal fines and/or imprisonment.
Waivers
Employees, officers and directors are expected to follow this Code at all times.
Generally, there should be no waivers to this Code; however, in rare instances
conflicts may arise that necessitate waivers. Waivers will be determined on a
case-by-case basis by the Company's Chief Executive Officer. However, waivers
for officers and directors much be determined by the Board of Directors, who
will have the sole and absolute discretionary authority to approve any deviation
or waiver of this Code for such persons. Any waiver so granted will be limited
and qualified so that the Company and its stockholders are protected to the
greatest extent possible. In accordance with the applicable rules of the
Securities and Exchange Commission, the Company will promptly disclose the fact
of waivers to officers and directors to the Company's shareholders.
Modifications/Amendments
IEC continually reviews its policies and reserves the right to modify,
supplement, amend or delete any provisions in this Code. The Company may from
time to time adopt more detailed policies and procedures with regard to certain
areas covered by the Code and other matters not mentioned in the Code. Changes
to the Code will be communicated as required by law and will be communicated to
you within an appropriate period of time.
17
Criteria for Individual Judgment
The guidelines in this Code outline rules to follow in carrying on business. The
criteria for individual judgment that follow are intended to help in determining
whether those guidelines are being followed in specific situations.
o Is anyone's life, health or safety endangered by this action?
o Is my action legal?
o Does it comply with Company policy and approved practices?
o Am I being fair and honest? Would I be compromised if it were
known by my boss, my peers, my subordinates, or my friends?
o Does it have the appearance of an inappropriate act or
behavior?
o Does it meet my personal code of behavior? Do I feel
uncomfortable about this act?
o Would my superiors and peers act in this way?
Scope
This Code does not supersede, change or alter existing Company policies already
in place and does not represent all of the policies of the Company. Certain
policies referred to in the Code are contained in their entirety in other
policies and handbooks. You are encouraged to review:
o IEC Policy Manual
o IEC Employee Handbook
o IEC Whistleblower Policy (Policy #1.8 of the
Policy Manual)
o Memorandum regarding Federal Securities Law
Restrictions and Obligations Applicable to
Directors and Section 16 Officers of IEC
(May 2004).
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