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EXHIBIT 14.1
CODE OF BUSINESS CONDUCT AND ETHICS
The success of Midway Games Inc. ("Midway") and its subsidiary companies
(collectively, the "Company") depends not only on the creativity and quality of
our products but also on the quality and performance of our employees. The
following Code of Business Conduct and Ethics establishes rules of conduct for
each employee which assure compliance with applicable legal requirements and
which also set high standards of business and professional ethics.
As a world leader in our industry, our business goals are important and
demanding; nevertheless, such goals can only be accomplished through ethical
business conduct and personal integrity on behalf of all of our employees. As a
valued employee, you are expected to fulfill your responsibilities as outlined
in this Code by complying not only with the letter of the law but also with its
spirit.
The Company has adopted this Code as an expression and reconfirmation of
our policies in this regard. Company employees are expected to become familiar
with this Code and to strictly adhere to its requirements and procedures.
Questions regarding applicability and interpretation of this Code should be
directed to the General Counsel.
1. COMPLYING WITH LAW
All employees, officers and directors of the Company must comply with all
of the laws, rules and regulations of the U.S. and the states, counties,
localities and other countries in which the Company conducts its business or
which are applicable to the Company. This Code of Business Conduct and Ethics
does not summarize all laws, rules and regulations applicable to the Company and
its employees, officers and directors. Please consult the Company's Legal
Department and the various guidelines which the Company has prepared on specific
laws, rules and regulations.
INSIDER TRADING. Generally, employees, officers and directors who have
access to or knowledge of confidential or non-public information about or
related to the Company are not permitted to buy, sell or otherwise trade in the
Company's securities, whether or not they are using or relying upon that
information. This restriction extends to sharing or tipping others about such
information, especially since the individuals receiving such information might
use such information to trade in the Company's securities. Insider trading is
both unethical and illegal. Company employees, officers and directors are
directed to consult the Company's Policy on Trading in Company Securities for
the Company's policies regarding the trading in securities of the Company. Any
questions regarding the applicability of the policy or insider trading
prohibitions should be directed to the Company's Legal Department.
FOREIGN CORRUPT PRACTICES ACT. All Company personnel who have any
management, operational or sales responsibilities for activities outside of the
United States and all accounting personnel throughout the Company must be aware
of the Foreign Corrupt Practices Act (FCPA) and its potential impact on our
operations. The FCPA specifically prohibits domestic companies, and individuals
acting on their behalf, from paying or offering to pay any money, gifts or
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anything of value to any foreign official, political party official or candidate
for political office in order to influence a business decision. The FCPA also
requires companies to maintain books and records that accurately and fairly
reflect corporate transactions and also requires that a company establish a
system of internal accounting controls to provide reasonable assurance to
management of the type of financial transactions undertaken by the Company and
its employees. The Company is committed to full compliance with the requirements
and spirit of the FCPA. While certain payments to foreign officials are not
necessarily prohibited by the FCPA (see discussion of facilitating or
accommodation payments below), it is often difficult to distinguish between
legal payments and illegal bribes under the FCPA. Accordingly, payments,
regardless of amount, to foreign governmental officials and personnel for
obtaining, maintaining or directing Company business, including gifts of
substantial value or lavish entertainment, shall not be permitted without the
prior authorization of the General Counsel.
ENVIRONMENTAL LAWS. It is the policy of the Company to comply with all
environmental laws and regulations and conduct our business operations in such a
way as to avoid or minimize any possible adverse impact on the environment. At
every operating location, the Company's objective is to comply with applicable
environmental standards established by applicable local, state or federal
agencies, consistent with available technology. All employees are expected to
familiarize themselves with such standards and to conduct themselves and their
areas of responsibility in full compliance with such standards.
2. CONFLICTS OF INTEREST
All employees, officers and directors of the Company should be scrupulous
in avoiding a conflict of interest with regard to the Company's interests. A
"conflict of interest" exists whenever an individual's private interests
interfere or conflict in any way (or even appear to interfere or conflict) with
the interests of the Company. A conflict situation can arise when an employee,
officer or director takes actions or has interests that may make it difficult to
perform his or her Company work objectively and effectively. Conflicts of
interest also arise when an employee, officer or director, or members of his or
her family, receives improper personal benefits as a result of his or her
position in the Company, whether received from the Company or a third party.
Loans to, or guarantees of obligations of, employees, officers and directors and
their respective family members may create conflicts of interest. Federal law
prohibits loans to directors and executive officers.
Conflicts of interest are prohibited as a matter of Company policy.
Employees, officers and directors are directed to the Company's Ethics and
Conflicts of Interest Policy for the Company's guidelines with respect to
conflicts of interest. Conflicts of interest may not always be clear-cut, so if
you have a question, you should consult with higher levels of management or the
Company's Legal Department. Any employee, officer or director who becomes aware
of a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel or the Legal Department.
3. ACCOUNTING AND FINANCIAL REPORTING
All funds and other assets and all transactions of the Company must be
properly documented, fully accounted for and promptly recorded in the
appropriate books and records, in
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conformity with prescribed accounting principles. The books and records of the
Company must accurately reflect all transactions, including any payment of
money, transfer of property or furnishing of services.
These legal requirements, as well as sound business practice, require that:
1. The use of funds, assets, facilities or services of the Company for
any unlawful, improper or unauthorized purpose is strictly prohibited.
2. All transactions must be executed, and access to funds, property or
other assets of the Company permitted, only with prior management authority. All
such transactions must be reflected accurately and fairly in the appropriate
books, records and accounts so as to permit the preparation of financial
statements and reports in accordance with generally accepted accounting
principles and other applicable standards, rules, regulations or criteria.
3. All of the assets and liabilities of the Company shall be recorded
in the appropriate regular books and accounts. Under no circumstances shall
there be any unrecorded fund or asset of the Company, regardless of its intended
purpose of use, or any improper, inaccurate or false entry made on the books,
records or accounts of the Company.
It must be emphasized that no intent to deceive or defraud is required to
constitute a violation of any of the foregoing standards.
In furtherance of these standards there must be complete cooperation by
all senior managers and managers with the Executive Vice President - Finance,
Treasurer & CFO and his staff, the General Counsel, the internal auditor and
independent outside auditors to enable them to discharge their responsibilities
to the fullest extent. In connection with these matters, senior managers and
managers of the Company must use particular care to avoid making, or causing to
be made, any materially false or misleading statement, or omitting to state, or
causing another person to omit to state, any material fact, the omission of
which would make any statement made misleading under the circumstances.
4. POLITICAL ACTIVITIES AND CONTRIBUTIONS
A. Political Contributions in the United States
In the United States, corporate political contributions for federal and
some state elections are illegal. Accordingly, no direct or indirect
contribution or expenditure of Company funds or assets shall be made in
connection with any federal, state or local election or in connection with any
other political activity without prior approval of the General Counsel to assure
that the contribution is lawful. This prohibition includes, in addition to any
direct or indirect payment, loan, deposit or guarantee, the performance of
services or the furnishing of anything of value by the employee as part of his
or her duties for the Company. Certain expenditures of Company funds in
connection with proper lobbying activity are permissible, however, with prior
approval of the General Counsel.
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B. Lobbying in the United States
In the United States, the federal, state and some local governments
require disclosure of corporate lobbying activities and related expenses. The
Federal Lobbying Disclosure Act requires that corporate lobbying activities at
the federal level are reported to the Secretary of the Senate and the Clerk of
the House of Representatives. This includes lobbying of the U.S. House of
Representatives, the Senate and certain Administration officials. Expenditures
of Company funds that must be disclosed include retention of outside lobbyists
and Company expenses (e.g., salary of Company employees involved) related to
actual lobbying and preparations for lobbying activities. In addition, state
laws require that corporate lobbying activities be reported to appropriate
agencies. Accordingly, state and federal lobbying activities must have prior
approval of the General Counsel.
C. Activities Outside of the United States
In the case of political activity outside of the United States, no
political contribution or expenditure shall be made if local law or ethical
standards prohibit such contributions. All such contributions must be
pre-approved by the General Counsel.
5. FACILITATING OR ACCOMMODATION PAYMENTS
Facilitating payments are small tips or gratuities given to low level
non-United States governmental personnel outside the United States to induce
such personnel to perform in a timely fashion what are basically routine
ministerial or clerical functions, or to provide routine services, to which the
Company is clearly entitled under local law. Such payments are permitted if they
are limited to customary amounts, are made only to facilitate proper performance
of the officials' duties and properly recorded in the books and records of the
Company.
Requests for special billing or payment procedures which suggest possible
violations of law, such as evasion of income tax, currency exchange controls or
price or profit controls, are contrary to the Company's policies, and no such
billing or payment procedures shall be used. Such practices can also result in
false, artificial or misleading entries in the books of the Company, which are
strictly prohibited. Any questions regarding a particular practice should be
addressed to the General Counsel.
6. CORPORATE OPPORTUNITY
Employees, officers and directors are prohibited from (a) taking for
themselves personally opportunities that properly belong to the Company or are
discovered through the use of corporate property, information or position; (b)
using corporate property, information or position for personal gain; and (c)
competing with the Company.
Employees, officers and directors owe a duty to the Company to advance
its legitimate interests when the opportunity to do so arises.
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7. CONFIDENTIALITY; RECORD RETENTION
Employees, officers and directors of the Company must maintain the
confidentiality of confidential information entrusted to them by the Company or
its suppliers or customers, except when disclosure is authorized by the Legal
Department or required by laws, regulations or legal proceedings. Whenever
feasible, employees, officers and directors should consult the Legal Department
if they believe they have a legal obligation to disclose confidential
information.
Records should always be retained or destroyed according to the Company's
record retention policies. In accordance with those policies, in the event of
litigation or governmental investigation please consult the Legal Department.
Employees are also directed to consult the Company's policy on Trade
Secret, Confidential and Proprietary Information.
8. FAIR DEALING
Each employee, officer and director should endeavor to deal fairly with
the Company's customers, suppliers, competitors, officers and employees. No
person should take unfair advantage of any other person through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts or any other unfair dealing practice.
We seek to outperform our competition fairly and honestly. We seek
competitive advantages through superior performance, never through unethical or
illegal business practices. Stealing proprietary information, possessing trade
secret information that was obtained without the owner's consent, or inducing
such disclosures by past or present employees of other companies is prohibited.
9. PROTECTION AND PROPER USE OF COMPANY ASSETS
All employees, officers and directors should protect the Company's assets
and ensure their efficient use. Theft, carelessness, and waste have a direct
impact on the Company's profitability. All Company assets should be used for
legitimate business purposes.
10. ACCOUNTING COMPLAINTS
The Company's policy is to comply with all applicable financial reporting
and accounting regulations applicable to the Company. If any employee, officer
or director of the Company has concerns or complaints regarding questionable
accounting or auditing matters of the Company, then he or she is encouraged to
submit those concerns or complaints (anonymously, confidentially or otherwise)
to the Audit Committee of the Board of Directors which will, subject to its
duties arising under applicable law, regulations and legal proceedings, treat
such submissions confidentially. Such submissions may be directed to the
attention of the Audit Committee, or any director who is a member of the Audit
Committee, at the principal executive offices of the Company. The members of the
Audit Committee are identified in the Company's most recent proxy statement.
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11. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR AND VIOLATIONS OF CORPORATE
GOVERNANCE POLICIES
Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and, when in
doubt, about the best course of action in a particular situation. Employees,
officers and directors who are concerned that violations of this Code or that
other illegal or unethical conduct by employees, officers or directors of the
Company have occurred or may occur should either contact their supervisor or
superiors. If they do not believe it appropriate or are not comfortable
approaching their supervisors or superiors about their concerns or complaints,
then they may contact either the Legal Department of the Company or the Audit
Committee of the Board of Directors of the Company. If their concerns or
complaints require confidentiality, including keeping their identity anonymous,
then this confidentiality will be protected, subject to applicable law,
regulation or legal proceedings. If any employee or director of the Company
becomes aware of any violations of this Code or the Company's Corporate
Governance Principles, he or she MUST report any such violation to the CEO.
12. GOVERNMENT INVESTIGATIONS
It is the policy of the Company to fully cooperate with any governmental
investigation. A condition of such cooperation, however, is that the Company be
adequately represented in such investigations by its own legal counsel.
Accordingly, any time anyone in the Company obtains any knowledge which would
lead one to reasonably believe that a government investigation or inquiry is or
may be underway, this information should be communicated immediately to the
Legal Department.
Appropriate handling of government investigations is very important for
the Company, management, and all employees. Violations of virtually all of the
federal laws regulating the conduct of the Company's business, including
antitrust, securities, OSHA, environmental, government procurement, tax and
financial laws, can result in not only civil, but criminal, penalties. The
criminal penalties may attach not only to the Company but to those individuals
within the Company who actually took the actions which violate the law or failed
to take actions which resulted in a violation of the law.
No employee should ever, under any circumstances, do any of the
following:
1) destroy any Company documents in anticipation of, or after
receiving, a request for those documents from any government agency
or a court;
2) alter any Company documents or records;
3) lie or make any misleading statements to any governmental
investigator (this includes routine, as well as non-routine
investigations - there is a separate federal statute making it a
crime to give such false statements to investigators); or
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4) attempt to cause any other Company employee, or any other person, to
fail to provide material information to any government investigator,
or to provide any false or misleading information.
13. NO RETALIATION
The Company will not permit retaliation of any kind by or on behalf of
the Company and its employees, officers and directors against good faith reports
or complaints of violations of this Code, NYSE rules or other illegal or
unethical conduct. Please consult the Company's Legal Department and the various
guidelines which the Company has prepared on whistleblower polices.
14. PUBLIC COMPANY REPORTING
As a public company, it is of critical importance that the Company's
filings with the Securities and Exchange Commission be accurate and timely.
Depending on their position with the Company, an employee, officer or director
may be called upon to provide necessary information to assure that the Company's
public reports are complete, fair and understandable. The Company expects
employees, officers and directors to take this responsibility very seriously and
to provide prompt accurate answers to inquiries related to the Company's public
disclosure requirements.
15. AMENDMENT, MODIFICATION AND WAIVER
This Code may be amended, modified or waived by the Board of Directors
and waivers may also be granted by the Nominating and Corporate Governance
Committee, subject to the disclosure and other provisions of the Securities
Exchange Act of 1934, and the rules thereunder and the applicable rules of the
New York Stock Exchange. Any waiver of this Code must be promptly disclosed to
shareholders on Form 8-K. This Code must be placed on the Company's website.
16. ADDITIONAL PROVISIONS FOR CEO AND SENIOR FINANCIAL OFFICERS
The CEO and all senior financial officers, including the CFO and
principal accounting officer, are subject to the following additional policies:
(a) The CEO and all senior financial officers are responsible for full,
fair, accurate, timely and understandable disclosure in the periodic reports
required to be filed by the Company with the SEC. Accordingly, it is the
responsibility of the CEO and each senior financial officer promptly to bring to
the attention of the Disclosure Committee any material information of which he
or she may become aware that affects the disclosures made by the Company in its
public filings.
(b) The CEO and each senior financial officer shall promptly bring to
the attention of the Disclosure Committee and the Audit Committee any
information he or she may have concerning (i) significant deficiencies in the
design or operation of internal controls which could adversely affect the
Company's ability to record, process, summarize and report financial data or
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(ii) 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.
(c) The CEO and each senior financial officer shall promptly bring to
the attention of the General Counsel or the CEO and to the Audit Committee any
information he or she may have concerning any violation of this Code of Business
Conduct and Ethics, including any actual or apparent conflicts of interest
between personal and professional relationships, involving any management or
other employees who have a significant role in the Company's financial
reporting, disclosures or internal controls. The CEO must promptly notify the
NYSE after any executive officer becomes aware of any material non-compliance
with any applicable listing provisions as set forth in the NYSE Corporate
Governance Rules.
(d) The CEO and each senior financial officer shall promptly bring to
the attention of the General Counsel or the CEO and to 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, or of
violation of the Code of Business Conduct and Ethics or of these additional
procedures.
17. BOARD DETERMINATION OF VIOLATIONS OF CODE
The Board of Directors shall determine, or designate appropriate persons
to determine, appropriate actions to be taken in the event of violations of the
Code of Business Conduct and Ethics. Such actions shall be reasonably designed
to deter wrongdoing and to promote accountability for adherence to the Code of
Business Conduct and Ethics and shall include written notices to the individual
involved that the Board has determined that there has been a violation and the
punishment determined by the Board, up to and including termination of the
individual's employment. In determining what action is appropriate in a
particular case, the Board of Directors or such designee shall take into account
all relevant information, including the nature and severity of the violation,
whether the violation was a single occurrence or repeated occurrences, whether
the violation appears to have been intentional or inadvertent, whether the
individual in question had been advised prior to the violation as to the proper
course of action and whether or not the individual in question had committed
other violations in the past.
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