Exhibit 14
Code of Ethics
for
Principal Executive Officers and Senior Financial Officers
It is the policy of Dectron Internationle, Inc. ("Dectron") that the Chief
Executive Officer, each other principal executive officer, the Chief Financial
Officer, Chief Accounting Officer, Corporate Controller and Controller of each
of Dectron's operating divisions adhere to and advocate the following principles
governing their professional and ethical conduct in the fulfillment of their
responsibilities:
1. Act at all times in accordance with Dectron's Code of Ethics for
Principal Executive Officers and Senior Financial Officers and all other current
and future policies governing the conduct of Dectron's principal executive or
senior financial officers.
2. Assure accuracy of SEC Reports. As a public company, Dectron files
annual and periodic reports and makes other filings with the Securities and
Exchange Commission (the "SEC"). It is critical that these reports be timely and
accurate. The officers who have a role in the preparation and/or review of
information included in Dectron's SEC filings to report such information
accurately and honestly. Reports and documents Dectron files with or submits to
the SEC, as well as other public communications made by Dectron, should contain
full, fair, accurate, timely and understandable disclosure
3. Act at all times with honesty, integrity and independence.
4. Always act in good faith, with due care and diligence.
5. Avoid actual or apparent conflicts of interest in both personal and
professional relationships, always distinguishing between personal, private
interests and those interests of Dectron, including the use of company property
or the receipt of personal benefits. Company information, company assets and
company opportunities should not be exploited for personal gain.
6. Comply with all federal, state, local and foreign laws, rules and
regulations applicable to business conduct, including (but not limited to) laws
relating to securities, competition, health, safety and the environment.
7. Respect the confidentiality of information acquired in the course of
performing one's duties and responsibilities, except where disclosure is
authorized or otherwise legally required. Do not use confidential information
acquired in the course of business for personal advantage.
8. 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 Dectron's
ability to record, 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 Dectron's financial reporting, disclosures or
internal controls.
9. Avoiding corporate opportunities. The Chief Executive Officer,
principal executive officers, Senior Financial Officers and Directors are
prohibited from: (a) taking for themselves personally opportunities related to
Dectron's business; (b) using Dectron's property, information, or position for
personal gain; or (c) competing with Dectron for business opportunities;
provided, however, if Dectron's disinterested Directors determine that Dectron
will not pursue such opportunity, after disclosure of all material facts by the
individual seeking to pursue the opportunity, the individual may do so.
10. Maintain fair dealing. The Chief Executive Officer, principal
executive officers, Senior Financial Officers and Directors should deal fairly
with Dectron's customers, suppliers, competitors and employees. It is the policy
of Dectron to prohibit any person from taking unfair advantage of another
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing practice.
11. Refrain from engaging in illicit transactions in Dectron's publicly
traded securities. Directors, officers, and employees who have access to
confidential information relating to Dectron are not permitted to use or share
that information for stock trading purposes or for any other purpose except the
conduct of Dectron's business. All non-public information about Dectron should
be considered confidential information. To use non-public information for
personal financial benefit or to "tip" others who might make an investment
decision on the basis of this information is not only unethical and against
Company policy but is also illegal. Directors, officers, and employees also
should comply with insider trading standards and procedures adopted by Dectron.
If a question arises, the director, officer or employee should consult Dectron's
C.F.O.
12. Communicate this Code of Ethics at least annually throughout all
financial departments, and proactively promote ethical behavior and the
importance of adhering to the spirit as well as the letter of the law among
subordinates and peers.
13. Subject at all times to the provisions of Dectron's confidential
and anonymous complaint process, which goes directly to the Audit Committee,
promptly report any violations or suspected violations of this Code of Ethics,
or any unethical behavior encompassed by this Code, to the Chief Executive
Officer, with a copy to the Audit Committee of the Board of Directors, for
internal investigation and any appropriate remedial action
14. Violations, failure to report apparent violations, covering up
violations or apparent violations, retaliating against or disciplining a person
for reporting a violation or apparent violation, or obstructing an investigation
of an alleged or apparent violation will constitute grounds for disciplinary
action, including possible termination of employment. If there are any questions
involving application of this Code of Ethics, guidance should be sought from
Dectron's legal counsel.
Dectron will waive application of this Code of Ethics, if ever, only in
limited situations where circumstances warrant, and then only in conjunction
with appropriate monitoring and controls. Changes in and waivers of this Code of
Ethics may be made only by the Board or by the Audit Committee, based on full
disclosure of all relevant facts, and will be disclosed as required under
applicable law and regulations.
It is also the Policy of Dectron that the Chief Executive Officer, each
Vice President, the Chief Financial Officer, Chief Accounting Officer, Corporate
Controller and Controller of each of Dectron's operating divisions acknowledge
receipt of and certify their willingness to adhere to the foregoing annually and
file a copy of such certification with the Audit Committee of the Board.
The Audit Committee shall have the power to monitor, make
determinations, and recommend action to the Board with respect to the
administration of this Policy or the violation thereof.
CODE OF ETHICS
ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
This is to acknowledge that I have received a copy of the Dectron
Internationale, Inc. ("Dectron") Code of Ethics dated ______, 2004, and
understand that it contains important information on the policies of Dectron and
on my obligations as an executive officer and/or director.
I will familiarize myself with the Code of Ethics, and I understand that as an
executive officer and/or director of Dectron, I am governed by its contents. If
I do not understand any portion of the Code of Ethics I will speak to the
appropriate person in the Legal Affairs Department for clarification.
From time to time, circumstances may require that the policies and practices
described in the Code of Ethics be changed. Accordingly, Dectron reserves the
right to modify, supplement or rescind any provision of the Code of Ethics as it
deems necessary. When new policies are added or existing policies are changed,
the most recent policy shall prevail.
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Name (print)
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Title
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Signature
Date:
(PLEASE SIGN AND RETURN ONE COPY OF THIS ACKNOWLEDGMENT TO LEGAL AFFAIRS)