EXHIBIT 14
DECORATOR INDUSTRIES, INC.
Code of Conduct and Ethics*
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The Board of Directors of Decorator Industries, Inc. (the "Company")
has adopted this Code of Conduct and Ethics ("Code") to (1) promote honest and
ethical conduct, including fair dealing and the ethical handling of conflicts of
interest; (2) promote full, fair, accurate, timely and understandable
disclosure; (3) promote compliance with applicable laws and governmental rules
and regulations; (4) ensure the protection of the Company's legitimate business
interests, including corporate opportunities, assets and confidential
information; and (5) deter wrongdoing. "Related party transactions" shall be
subject to review and oversight by the Audit Committee of the Board of
Directors, as provided in the Audit Committee Charter.
All directors, officers and managers of the Company are expected to be
familiar with this Code and to adhere to those principles and procedures set
forth in this Code that apply to them. The provisions of this Code shall be
subject to the more specific provisions of the Company's policy statements and
charters addressing particular matters, such as the Statement of Policy
Concerning the Disclosure of Material Inside Information and the Audit Committee
Charter.
For purposes of this Code, the "Code of Ethics Contact Person" shall be
the Controller of the Company.
From time to time, the Company may waive some provisions of this Code.
Any waiver of this Code for directors or officers of the Company may be made
only by the Audit Committee of the Board of Directors and must be promptly
disclosed as required by Securities and Exchange Commission ("SEC") or American
Stock Exchange ("Amex") rules. Any waiver for managers may be made only by the
President of the Company.
HONEST AND ETHICAL CONDUCT. Each director, officer and manager owes a
duty to the Company to act with integrity. Integrity requires, among other
things, being honest and candid. Deceit and subordination of principle are
inconsistent with integrity. Each director, officer and manager must (1) act
with integrity, including being honest and candid while still maintaining the
confidentiality of information where required or consistent with the Company's
policies, (2) observe both the letter and spirit of laws and governmental rules
and regulations, accounting standards and Company policies and (3) adhere to a
high standard of business ethics.
FAIR DEALING. The Company has a history of succeeding through honest
business competition. We do not seek competitive advantages through illegal or
unethical business practices. Each director, officer and manager should endeavor
to deal fairly with the Company's customers, service providers, suppliers,
competitors and employees. No director, officer or manager should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any unfair dealing
practice.
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* As adopted by the Board of Directors March 2, 2004
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CONFLICTS OF INTEREST. A "conflict of interest" occurs when an
individual's private interest interferes or appears to interfere with the
interests of the Company. A conflict of interest can arise when a director,
officer or manager takes actions or has interests that may make it difficult to
perform his or her Company work objectively and effectively. For example, a
conflict of interest would arise if a director, officer or manager, or a member
or his or her family, receives improper personal benefits as a result of his or
her position in the Company. Any transaction or relationship involving a
director or officer of the Company that could reasonably be expected to give
rise to a conflict of interest is subject to approval by the Audit Committee.
Service to the Company should never be subordinated to personal gain
and advantage. Conflicts of interest should, wherever possible, be avoided. In
particular, clear conflict of interest situations involving directors, officers
and managers who occupy supervisory positions or who have discretionary
authority in dealing with any third party may include (1) any significant
ownership interest in any supplier or customer, (2) any consulting or employment
relationship with any customer, supplier or competitor, (3) any outside business
activity that detracts from an individual's ability to devote appropriate time
and attention to his or her responsibilities with the Company, (4) the receipt
of non-nominal gifts or excessive entertainment from any company with which the
Company has current or prospective business dealings, (5) being in the position
of supervising, reviewing or having any influence on the job evaluation, pay or
benefit of any family member, and (6) selling anything to the Company or buying
anything from the Company, except on the same terms and conditions as comparable
directors, officers or managers are permitted to so purchase or sell. Such
situations should always be discussed with the Code of Ethics Contact Person for
his or her views.
Anything that would present a conflict for a director, officer or
manager would likely also present a conflict if it involves a member of his or
her family.
DISCLOSURE. Each director, officer or manager involved in the Company's
disclosure process, including the Chief Executive Officer, the Chief Financial
Officer and the Chief Accounting Officer (the "Senior Financial Officers"), is
required to be familiar with and comply with the Company's disclosure controls
and procedures and internal control over financial reporting so that the
Company's public reports and documents filed with the SEC comply in all material
respects with the applicable federal securities laws and SEC rules. In addition,
each such person having direct or supervisory authority regarding these SEC
filings or the Company's other public communications concerning its general
business, financial results, financial condition and prospects should, to the
extent appropriate within his or her area of responsibility, consult with other
Company officers and employees and take other appropriate steps regarding these
disclosures with the goal of making full, fair, accurate, timely and
understandable disclosure.
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Each director, officer or manager who is involved in the Company's
disclosure process, including without limitation the Senior Financial Officers,
must (1) familiarize himself or herself with the disclosure requirements
applicable to the Company as well as the business and financial operations of
the Company, (2) not misrepresent, or cause others to misrepresent, facts about
the Company to others, whether within or outside the Company, including to the
Company's independent auditors, governmental regulators and self-regulatory
organizations, and (3) properly review and critically analyze proposed
disclosure for accuracy and completeness (or, where appropriate, delegate this
task to others).
COMPLIANCE. It is the Company's policy to comply with all applicable
laws, rules and regulations. It is the personal responsibility of each director,
officer and manager to adhere to the standards and restrictions imposed by those
laws, rules and regulations.
It is against Company policy and in many circumstances illegal for a
director, officer or manager to profit from undisclosed information relating to
the Company or any other company. No director, officer or manager may purchase
or sell any of the Company's securities while in possession of material
nonpublic information relating to the Company. Also, no director, officer or
manager may purchase or sell securities of any other company while in possession
of any material nonpublic information relating to that company.
Any director, officer or manager who is uncertain about the legal rules
involving a purchase or sale of any Company securities, or any securities in
companies that he or she is familiar with by virtue of his or her work for the
Company, should consult with the Code of Ethics Contact Person before making any
such purchase or sale.
CORPORATE OPPORTUNITIES. Directors, officers and managers owe a duty to
the Company to advance the Company's business interests when the opportunity to
do so arises. Directors, officers and managers are prohibited from taking (or
directing to a third party) a business opportunity that is discovered through
the use of corporate property, information or position, unless the Company has
already been offered the opportunity and turned it down. More generally,
directors, officers and managers are prohibited from using corporate property,
information or position for personal gain and from competing with the Company.
Sometimes the line between personal and Company benefits is difficult
to draw, and sometimes there are both personal and Company benefits in certain
activities. Directors, officers and managers who intend to make use of Company
property or services in a manner not solely for the benefit of the Company
should consult beforehand with the Code of Ethics Contact Person.
PROTECTION AND PROPER USE OF COMPANY ASSETS. All directors, officers
and managers should protect the Company's assets and ensure their efficient use.
All Company assets should be used only for legitimate business purposes.
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CONFIDENTIALITY. In carrying out the Company's business, directors,
officers and managers often learn confidential or proprietary information about
the Company, its customers, suppliers, or joint venture parties. Directors,
officers and managers must maintain the confidentiality of all information so
entrusted to them, except when disclosure is authorized or legally mandated.
Confidential or proprietary information of the Company, and of other companies,
includes any non-public information that would be harmful to the relevant
company if disclosed or useful or helpful to competitors if disclosed.
REPORTING AND ACCOUNTABILITY. The Audit Committee is responsible for
applying this Code to specific situations in which questions are presented to it
and has the authority to interpret this Code in any particular situation. Any
director, officer or manager who becomes aware of any existing or potential
violation of this Code is required to notify the Code of Ethics Contact Person
promptly. Failure to do so is itself a violation of this Code.
Any questions relating to how this Code should be interpreted or
applied should be addressed to the Code of Ethics Contact Person. A director,
officer or manager who is unsure of whether a situation violates this Code
should discuss the situation with the Code of Ethics Contact Person to prevent
possible misunderstandings and embarrassment at a later date.
Each director, officer and manager must (1) notify the Code of Ethics
Contact Person promptly of any existing or potential violation of this Code and
(2) not retaliate against any other director, officer or manager for such
notifications that are made in good faith.
The Company will follow the following procedures in enforcing this
Code:
o Apparent violations and potential violations will be reported
by the Code of Ethics Contact Person to the Audit Committee,
in a case involving a director or officer, or to the President
of the Company, in a case involving a manager, after
appropriate investigation.
o The Audit Committee or President, as the case may be, will
take all appropriate action to investigate any apparent or
potential violations reported to them.
o If the Audit Committee or President determines that a
violation has occurred or will occur, they will take such
disciplinary or preventive action as they deem appropriate, up
to and including dismissal or, in the event of criminal or
other serious violations of law, notification of appropriate
governmental authorities.
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