EXHIBIT 14.1
ALLIS-CHALMERS CORPORATION
CODE OF BUSINESS ETHICS AND CONDUCT
INTRODUCTION
Honesty, fair dealing and ethical business practices are key elements
to the success of Allis-Chalmers Corporation and its subsidiaries (collectively,
the "Company"). In order to continue our traditions, and to make clear our
commitment to the highest ethical standards, the Company has adopted this Code
of Business Ethics and Conduct to serve as a guide to all of its employees,
officers and directors.
The Company's reputation, as well as its future success, is in the
hands of its employees, officers and directors. This Code is intended to assist
all of us to continue to act ethically in all aspects of the Company's business.
The Company will operate in the best interests of its stockholders,
customers and employees. All Company personnel are required to act ethically and
with honesty and integrity in every aspect of our business.
Due to the high importance placed on this Code by the Company and the
serious effects which could result from the violation of its standards,
individuals who violate this Code will be subject to immediate discipline, which
may include discharge. Accordingly, all Company personnel must be familiar with
and abide by the standards set forth in the Code. It is the responsibility of
each management-level employee to ensure compliance with the Code by those
employees under his or her supervision. To this end, each management-level
employee will be required to provide an annual certification of compliance with
this Code by his or her business unit.
The Company's General Counsel and its Chief Financial Officer have been
delegated the responsibility for monitoring compliance by all of our personnel
who are not also executive officers or directors. Any employee with questions
about the policies contained in this Code or whether certain actions will
violate any of these policies should consult with his or her supervisor or the
General Counsel or the Chief Financial Officer.
COMPLIANCE WITH LAWS AND BUSINESS ETHICS
All Company personnel must comply with all laws, rules and regulations
of any governmental agencies and authorities applicable to the Company or the
conduct of its business. It is the personal responsibility of each employee,
officer and director to adhere to and comply with those laws, rules and
regulations applicable to his or her duties. Any employee who does not adhere to
all of these laws, rules and regulations is acting outside the scope of his or
her employment.
Beyond compliance with laws, all Company personnel are expected to
observe high standards of business and personal ethics in the discharge of their
assigned duties and responsibilities. This requires the practice of honesty and
integrity in every aspect of dealing with other Company employees, the public,
the business community, stockholders, customers, suppliers and governmental and
regulatory authorities.
CONFLICTS OF INTEREST
Company personnel must avoid any interest that conflicts with, or even
appears to conflict with, an interest of the Company. The Company prohibits all
conflicts of interest unless specifically approved by the Company's General
Counsel or Chief Financial Officer (unless the conflict involves an executive
officer or director of Allis-Chalmers Corporation, in which case the Audit
Committee of the Board of Directors must approve the conflict).
A complete definition of what constitutes a conflict of interest is
difficult to put into words since it is impossible to predict all types of
circumstances that may arise. In most instances, Company personnel will know
when a conflict between his or her interest and the interest of the Company
exists. A conflict situation can arise when an employee, officer or director
takes actions or has interests that may make it more difficult to perform his or
her work objectively and effectively. Conflicts of interest also arise when an
employee, officer or director or a member of his or her family, receives
improper personal benefits as a result of his or her position in the Company. In
those situations, Company personnel should put the interests of the Company
first. However, there are certain situations that will always constitute a
conflict of interest and must be avoided. These situations occur when an
employee, officer or director or any person having a personal relationship with
them:
o obtains a financial or other beneficial interest in one of the
Company's customers, suppliers or competitors; use of a competitor
as a supplier or vendor should always be disclosed to his or her
supervisor;
o engages in a personal business transaction involving the Company
for profit or gain;
o accepts money, gifts (excluding gifts of nominal value), excessive
hospitality, loans (excluding loans from financial institutions at
prevailing market rates) or other special treatment from any
customer, supplier or competitor of the Company;
o participates in any sale, loan or gift of Company property; or
o learns of a business opportunity through association with the
Company and discloses such opportunity to a third party or invests
in such opportunity without first offering it to the Company.
When an employee is uncertain whether a situation constitutes a
conflict of interest, he or she must reasonably assess whether that situation is
in fact a conflict of interest. If the employee is unable to reasonably satisfy
himself or herself that a conflict of interest does not exist, they should
immediately check with their supervisor. The Company's executive officers and
directors must immediately report any circumstances involving a conflict of
interest to the Chairman of the Audit Committee.
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IRREGULAR ACTIVITIES
Consistent with the Company's pursuit of the highest ethical standards,
misappropriation, fraud and other similar irregularities by employees are
strictly prohibited. Examples of these types of activities include, but are not
limited to:
o any dishonest or fraudulent act;
o embezzlement;
o forgery or alteration of checks or other negotiable instruments of
the Company;
o receiving or paying any bribes or kickbacks;
o misappropriation of Company property, services or employees;
o personal use of cash, supplies or other property of the Company;
o disclosure of confidential or proprietary Company information;
o failing to accurately and completely maintain the Company's books
and records; and
o falsification of Company records.
If an employee is uncertain whether his or conduct may constitute
fraud, or if an employee is directed to take any action that he or she
reasonably believes will constitute fraud, they should immediately contact their
supervisor (unless their supervisor is the person instructing them to take such
action, in which case they may contact the General Counsel or the Chief
Financial Officer directly).
GIFTS, GRATUITIES AND ENTERTAINMENT
Company employees, and persons having a personal relationship with
them, are prohibited from accepting or offering kickbacks or bribes (which
constitute an irregular activity prohibited by "Irregular Activities" above) or
gifts of substantial value (which shall be determined in accordance with the
recipient's position with the Company and gifts that are customarily given to
similarly situated persons in the Company's lines of business) from or to actual
or potential customers or suppliers, and any of their employees, agents or
consultants. The giving or receiving of cash in any amount to induce the
purchase or sale of goods and services is strictly prohibited. Moreover, an
employee should not offer anything if he or she knows that the intended
recipient is prohibited from accepting it by the intended recipient's own
business code of conduct or similar policy.
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Nothing in this Code is intended to prohibit employees from spending
reasonable amounts for meals and other entertainment of customers and suppliers,
which are ordinary and customary in the Company's line of business. However,
employees must be aware that the purpose of entertainment and gifts must be to
create goodwill and good working relationships.
IMPROPER PAYMENTS
Company employees, and persons or entities acting on behalf of the
Company, are prohibited from making payments for the benefit of any individual
(including any government official), company or organization and which is
designed to secure, or is an award for gaining influence or any improper
advantage that is prohibited under U.S. law. To this end, no employee shall make
or offer, directly or indirectly, any payment or its equivalent to any
government official, agent or employee anywhere in the world in consideration
for such official's, agent's or employee's assistance or influence (including
the failure by such individual to perform his or her official duty) or to secure
an improper advantage in order to help the Company obtain or retain business.
Employees of government owned or controlled industries and companies, such as
national oil companies, are considered government employees. This policy applies
regardless of whether the payment or use is lawful under the laws of a
particular country.
It is the Company's policy that no payment, transfer, offer or promise
of the Company's funds, assets or anything of value shall be made that is not
properly authorized, properly accounted for and clearly identified on the
Company's books. Furthermore, no payment or transfer of the Company's funds or
assets shall be made or approved with the intention or understanding that any
part of such payment or transfers is to be used except as specified in the
supporting documents. Except as approved by authorized management, payments to
third parties (other than petty cash) may not be made in cash, nor may they be
paid to any account in a country otherwise unrelated to the payee's business, or
to any person other than the authorized payee.
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
The honesty, integrity and sound judgment of the Company's Chief
Executive Officer, Chief Financial Officer, Chief Accounting Officer and persons
performing similar functions, is fundamental to the reputation and success of
the Company. To the best of their knowledge and ability, the chief executive
officer and those officers of the Company performing accounting, financial
management or similar functions must:
o act with honesty and integrity, avoid actual or apparent conflicts
of interest in personal and professional relationships, and
disclose to the Audit Committee any material transaction or other
relationship that reasonably could be expected to give rise to
such a conflict;
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o provide colleagues with information that is accurate, complete,
objective, relevant, timely and understandable;
o provide full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Company files with,
or submits to, the Securities and Exchange Commission and other
public communications made by the Company;
o comply with applicable laws, rules and regulations of federal,
state, and local governments (both foreign and domestic) and other
appropriate private and public regulatory agencies;
o act in good faith, with due care, competence and diligence,
without misrepresenting material facts;
o proactively promote ethical and honest behavior within the
Company; and
o assure responsible use of and control of all assets, resources and
information of the Company.
Any senior financial officer that the Audit Committee determines has
failed to comply fully with the points listed above will be deemed to have
willfully failed to perform his or her duties, and shall be subject to
termination for cause or other disciplinary action.
POLITICAL CONTRIBUTIONS AND ACTIVITIES
The Company does not make contributions of any kind (including the use
of Company property, equipment or other assets) or lend its name to political
candidates or parties, except as may be permitted under applicable law and
approved in accordance with procedures approved by the Chief Executive Officer.
The foregoing prohibition applies only to the Company, and is not
intended to prevent or discourage employees from making political contributions
or engaging in personal political activities on their own time.
CONFIDENTIALITY
All information about the Company's business and its plans that has not
been disclosed to the public is a valuable asset that belongs to the Company.
All Company personnel should maintain the confidentiality of information
entrusted to them by the Company, its business partners, suppliers, customers or
others related to the Company's business. Such information must not be disclosed
to anyone, including friends and family members, except when disclosure is
authorized by the Company or legally mandated.
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PROTECTION AND PROPER USE OF COMPANY'S ASSETS
All Company personnel should protect the Company's property and assets
and ensure their efficient and proper use. Theft, carelessness and waste can
directly impact the Company's profitability, reputation and success. All Company
property and assets should be used for legitimate business purposes, and
personal use of such property and assets without permission is strictly
prohibited.
REPORTING AND INVESTIGATION OF SUSPECTED VIOLATIONS
If an employee has a good faith reason to believe that any violation of
the Code has occurred, he or she is required to report the alleged violation to
the General Counsel or the Chief Financial Officer of the Company (unless the
alleged violator is an executive officer or director of the Company, in which
case they may report the violation directly to the Chairman of the Audit
Committee). All matters will be treated as strictly confidential, and may also
be reported on an anonymous basis. It shall be a violation of the Code to
intimidate or punish anyone as a result of any reporting of suspected
violations.
The Company's policy is to comply with all applicable financial
reporting and accounting regulations applicable to the Company. If any employee
has any concerns or complaints regarding any questionable accounting or auditing
matters of the Company, then he or she should submit those concerns or
complaints (anonymously, confidentially or otherwise) to the Chairman of the
Audit Committee.
If the Company receives information regarding an alleged violation of
the Code, the General Counsel or the Chief Financial Officer (or, if the alleged
violator is an executive officer or director of the Company, the Audit Committee
will appoint someone else) will:
o evaluate such information as to gravity and credibility;
o initiate an informal inquiry or a formal investigation;
o prepare a report of such inquiry or investigation, including its
disposition or recommendations as to its disposition if it
involves an executive officer or director;
o make the results of its inquiry or investigation available to the
Board of Directors for any appropriate Board action; and
o recommend changes in this Code necessary or desirable to prevent
further similar violations.
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DISCIPLINARY ACTIONS FOR VIOLATIONS
The Company shall consistently enforce its values and principles
reflected in this Code through appropriate means of discipline. If the General
Counsel or the Chief Financial Officer determines that a violation of this Code
has occurred, he shall determine the disciplinary measures to be taken against
the violating employee, after consultation with the Chief Executive Officer. If
the violator is an executive officer or director of the Company, the matter will
be presented to the Audit Committee of the Board of Directors which will
determine and recommend to the Board of Directors the appropriate disciplinary
measures to be taken.
The disciplinary measures, which may be invoked at the discretion of
the Chief Financial Officer or Board of Directors, include, but are not limited
to, counseling, oral or written reprimands, warnings, probation or suspension
without pay, demotions, reductions in salary, termination of employment and
restitution.
Persons subject to disciplinary measures shall include, in addition to
the violator, others involved in the wrongdoing such as (i) persons who fail to
use reasonable care to detect a violation, (ii) persons who refuse to divulge
information which may be material to the investigation of a violation and (iii)
supervisors who approve or condone the violations or attempt to retaliate
against employees or agents for reporting violations or violators.
QUESTIONS ABOUT THIS CODE
Employees who are uncertain whether particular conduct will violate any
provision of this Code should immediately consult with their supervisor prior to
committing such conduct. Employees who are executive officers of the Company
should contact the Chairman of the Audit Committee of the Board of Directors.
ANNUAL CERTIFICATION
Each management-level employee will conduct an annual review of the
operations and business affairs of his or her business unit and the employees
under his or her supervision for compliance with this Code. Any violations found
or suspected as a result of this review should be forwarded immediately to the
General Counsel or the Chief Financial Officer. If no violations are found or
reasonably believed to exist, the manager shall sign and date the Certification
in the form attached to this Code as Attachment A, and send to the Chief
Financial Officer to be placed in his or her personnel file.
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ATTACHMENT A
CERTIFICATION
As a manager of _________________________ (name of business unit), and
in accordance with Allis-Chalmers Corporation's Code of Business Ethics and
Conduct (the "Code"), I have conducted an annual review of my unit. I hereby
certify that, after reasonable inquiry and investigation, except as noted below,
(i) the operations and business affairs of _________________________ (name of
business unit) are in compliance with the Code, (ii) I have not violated any
provision of the Code and (iii) I am not aware of any violation of the Code by
any employee under my direction or control.
You may note below any transaction about which you believe may warrant
further investigation.
Dated:
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Signature
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Name
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